10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________________________

FORM 10-K

(Mark One)
x	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
o	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

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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 x    No o

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 o    No x

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 x    No o

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 x    No o

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. o

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 x Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

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 o    No x

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, onMay 15, 2012 was49,825,972.

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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.		Page
PART I		3
Item 1.	Business	3
	General	3
	Products and Services	3
	Proprietary Rights	5
	Raw Materials and Replacement Parts	5
	Operating Locations	5
	Sales, Marketing and Engineering	10
	Backlog	11
	Dependence on Significant Customer	11
	United States and International Operations	11
	Competition	11
	Government Regulation and Industry Oversight	11
	Environmental Matters	12
	Employees	12
	Research and Development Expenses	13
	Executive Officers	13
	Available Information	13
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	21
Item 2.	Properties	22
Item 3.	Legal Proceedings	24
Item 4.	Mine Safety Disclosures	25
PART II		26
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	26
Item 6.	Selected Financial Data	28
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 8.	Financial Statements and Supplementary Data	51
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	54
Item 9A.	Controls and Procedures	54
Item 9B.	Other Information	57
PART III		57
Item 10.	Directors, Executive Officers and Corporate Governance	57
Item 11.	Executive Compensation	57
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	57
Item 13.	Certain Relationships and Related Transactions, and Director Independence	57
Item 14.	Principal Accountant Fees and Services	57
PART IV		58
Item 15.	Exhibits, Financial Statement Schedules	58

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PART I

Item 1. Business

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

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•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

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•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	Operating Location	Business	Type of Customers	Number of Employees
TRIUMPH AEROSTRUCTURES GROUP
Triumph Aerospace Systems—Wichita(1)	Triumph Aerospace Systems—Wichita, Inc.	Wichita, KS	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.	Commercial and General Aviation OEMs; General Aviation Aftermarket.	189

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Operation	Subsidiary	Operating Location	Business	Type of Customers	Number of Employees
Triumph Aerostructures— Vought Aircraft Division	Triumph Aerostructures, LLC	Dallas, TX Grand Prairie, TX Hawthorne, CA Torrance, CA Nashville, TN Stuart, FL Milledgeville, GA	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.	Commercial, General Aviation and Military OEMs.	5,647
Triumph Composite Systems	Triumph Composite Systems, Inc.	Spokane, WA	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.	Commercial, General Aviation, and Military OEMs; Commercial Aftermarket.	608
Triumph Fabrications—Fort Worth(1)	Triumph Fabrications—Fort Worth, Inc.	Fort Worth, TX	Manufactures metallic/composite bonded components and assemblies.	Commercial, General Aviation and Military OEMs and Aftermarket.	139
Triumph Fabrications—Hot Springs	Triumph Fabrications—Hot Springs, Inc.	Hot Springs, AR	Produces complex sheet metal parts and assemblies, titanium hot forming, and performs chem-milling and other metal finishing processes.	Commercial, General Aviation and Military OEMs and Aftermarket.	334
Triumph Fabrications—Shelbyville	The Triumph Group Operations, Inc.	Shelbyville, IN	Produces aircraft fuselage skins, leading edges and web assemblies through the stretch forming of sheet, extrusion, rolled shape and light plate metals.	Commercial, General Aviation and Military OEMs.	104
Triumph Fabrications—San Diego(1)	Triumph Fabrications—San Diego, Inc.	El Cajon, CA	Produces complex welded and riveted sheet metal assemblies for aerospace applications. Components include exhaust systems, ducting, doors, panels, control surfaces and engine components.	Commercial, General Aviation and Military OEMs.	151
Triumph Insulation Systems	Triumph Insulation Systems, LLC	Hawthorne, CA Mexicali, Mexico Beijing, China(2)	Designs, manufactures and repairs thermal-acoustic insulation systems for commercial aerospace applications.	Commercial and Military OEMs.	995
Triumph Processing	Triumph Processing, Inc.	Lynwood, CA	Provides high-quality finishing services to the aerospace, military and commercial industries.	Commercial, General Aviation, and Military OEMs.	87
Triumph Structures—East Texas	Triumph Structures—East Texas, Inc.	Kilgore, TX	Manufactures structural components specializing in complex precision machining primarily for commercial and military aerospace programs.	Commercial and Military OEMs.	125
Triumph Structures—Everett	Triumph Structures—Everett, Inc.	Everett, WA Brea, CA	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.	Commercial, General Aviation and Military OEMs.	214

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Operation	Subsidiary	Operating Location	Business	Type of Customers	Number of Employees
Triumph Structures—Kansas City	Triumph Structures—Kansas City, Inc.	Grandview, MO	Manufactures precision machined parts and mechanical assemblies for the aviation, aerospace and defense industries.	Commercial and Military OEMs.	130
Triumph Structures—Long Island	Triumph Structures—Long Island, LLC	Westbury, NY	Manufactures high-quality structural and dynamic parts and assemblies for commercial and military aerospace programs.	Commercial and Military OEMs.	130
Triumph Structures—Los Angeles	Triumph Structures—Los Angeles, Inc.	Chatsworth, CA City of Industry, CA Walnut, CA	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.	Commercial, General Aviation and Military OEMs.	284
Triumph Structures—Wichita	Triumph Structures—Wichita, Inc.	Wichita, KS	Specializes in complex, high-speed monolithic precision machining, turning, subassemblies, and sheet metal fabrication, serving domestic and international aerospace customers.	Commercial and Military OEMs.	139
TRIUMPH AEROSPACE SYSTEMS GROUP
Construction Brevetees d'Alfortville	Construction Brevetees d'Alfortville SAS	Alfortville, France	Manufactures mechanical ball bearing control assemblies for the aerospace, ground transportation, defense and marine industries.	Commercial and Military OEMs, Ground Transportation and Marine OEMs.	65
Triumph Actuation & Motion Control Systems	Triumph Actuation & Motion Control Systems—UK, Ltd.	Buckley, UK	Designs and builds proprietary advanced control products for flight actuation and motor control applications in all electrical aircraft and Unmanned Aerial Vehicles ("UAVs").	Commercial, General Aviation, and Military OEMs.	49
Triumph Actuation Systems—Clemmons(1) Triumph Actuation Systems—Freeport	Triumph Actuation Systems, LLC	Clemmons, NC Freeport, NY	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.	Commercial, General Aviation, and Military OEMs; Commercial Airlines, General Aviation and Military Aftermarket.	250
Triumph Actuation Systems—Connecticut	Triumph Actuation Systems—Connecticut, LLC	Bloomfield, CT East Lyme, CT Bethel, CT	Designs, manufactures and repairs complex hydraulic, hydromechanical and mechanical components and systems, such as nose wheel steering motors, helicopter blade lag dampers, mechanical hold open rods, coupling and latching devices, as well as mechanical and electromechanical actuation products.	Commercial, General Aviation, and Military OEMs; Military Aftermarket.	153

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Operation	Subsidiary	Operating Location	Business	Type of Customers	Number of Employees
Triumph Actuation Systems—Valencia(1)	Triumph Actuation Systems—Valencia, Inc.	Valencia, CA	Designs, manufactures and repairs complex hydraulic and hydromechanical aircraft components and systems, such as accumulators, actuators, complex valve packages, and landing gear retract actuators.	Commercial, General Aviation, and Military OEMs.	190
Triumph Aerospace Systems—Newport News	Triumph Aerospace Systems—Newport News, Inc.	Newport News, VA San Diego, CA Huntsville, AL	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.	Commercial and Military OEMs; Commercial and Military Aftermarket.	119
Triumph Aerospace Systems—Seattle	Triumph Actuation Systems—Connecticut, LLC	Redmond, WA Rochester, NY	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.	Commercial, General Aviation and Military OEMs.	111
Triumph Controls(1)	Triumph Controls, LLC	North Wales, PA Shelbyville, IN	Designs and manufactures mechanical and electromechanical control systems.	Commercial, General Aviation and Military OEMs and Aftermarket.	149
Triumph Controls—Germany Triumph Controls—UK	Triumph Controls—Germany, GmbH Triumph Controls—UK, Ltd.	Heiligenhaus, Germany Basildon, UK	Produces and repairs cable control systems for ground, flight, engine management and cabin comfort features in aircraft.	Commercial and Military OEMs.	39
Triumph Fabrications—St. Louis	Triumph Fabrications—St. Louis, Inc.	East Alton, IL Orangeburg, SC	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.	Commercial, General Aviation and Military Aftermarket.	65
Triumph Fabrications—Phoenix	Triumph Engineered Solutions, Inc.	Chandler, AZ	Produces complex welded and riveted sheet metal assemblies for aerospace applications. Components include exhaust systems, ducting, doors, panels, control surfaces and engine components.	Commercial, General Aviation and Military OEMs.	78
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	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.	Commercial and Military OEMs and Aftermarket.	443

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Operation	Subsidiary	Operating Location	Business	Type of Customers	Number of Employees
Triumph Northwest	The Triumph Group Operations, Inc.	Albany, OR	Machines and fabricates refractory, reactive, heat and corrosion-resistant precision products.	Military, Medical and Electronic OEMs.	26
Triumph Thermal Systems(1)	Triumph Thermal Systems, Inc.	Forest, OH	Designs, manufactures and repairs engine and aircraft thermal transfer systems and components.	Commercial, General Aviation and Military OEMs.	186
TRIUMPH AFTERMARKET SERVICES GROUP
Triumph Accessory Services—Wellington(1)	The Triumph Group Operations, Inc.	Wellington, KS	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.	Commercial, General Aviation and Military Aftermarket.	116
Triumph Accessory Services—Grand Prairie(1)	Triumph Accessory Services—Grand Prairie, Inc.	Grand Prairie, TX	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.	Commercial and Military Aftermarket.	114
Triumph Air Repair(1)	The Triumph Group Operations, Inc.	Phoenix, AZ	Repairs and overhauls auxiliary power units (APUs) and related accessories; sells, leases and exchanges APUs, related components and other aircraft material.	Commercial, General Aviation and Military Aftermarket.	100
Triumph Airborne Structures(1)	Triumph Airborne Structures, Inc.	Hot Springs, AR	Repairs and overhauls fan reversers, nacelle components, flight control surfaces and other aerostructures.	Commercial Aftermarket.	201
Triumph Aviation Services—Asia(1)	Triumph Aviation Services Asia Ltd.	Chonburi, Thailand	Repairs and overhauls complex aircraft operational components, such as auxiliary power units (APUs), nacelles, constant speed drives, fan reversers and related accessories.	Commercial Aftermarket.	128
Triumph Engines—Tempe(1)	Triumph Engineered Solutions, Inc.	Tempe, AZ	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.	Commercial, General Aviation and Military Aftermarket.	97

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Operation	Subsidiary	Operating Location	Business	Type of Customers	Number of Employees
Triumph Instruments—Burbank(1)	Triumph Instruments—Burbank, Inc.	Burbank, CA Van Nuys, CA	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.	Commercial, General Aviation and Military Aftermarket.	65
Triumph Instruments— Ft. Lauderdale(1)	Triumph Instruments, Inc.	Ft. Lauderdale, FL	Specalizes in exchange, overhaul, and repair of electronic, electromechanical, gyroscopic, and pneumatic aircraft instruments, avionics, and antennas.	Commercial, General Aviation and Military Aftermarket.	41
Triumph Interiors(1)	Triumph Interiors, LLC	Atlanta, GA Oakdale, PA Grand Prairie, TX	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.	Commercial Aftermarket.	191
Triumph San Antonio Support Center	The Triumph Group Operations, Inc.	San Antonio, TX	Provides maintenance services for aircraft ground support equipment.	Military Aftermarket.	37
CORPORATE AND OTHER
Triumph Group, Inc.	Triumph Group, Inc.	Berwyn, PA	Parent company	N/A	105
Triumph Group—Mexico	Triumph Group—Mexico, S. de R.L. de C.V.	Zacatecas, Mexico	Provides rough machining of gears, actuations and structure components, as well as assembly, fabrications, engineering and composites to Triumph companies and certain customers.	Commercial and General Aviation OEMs	208

(1) Designates FAA-certified repair station.

(2) 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.

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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

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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

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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	Age	Position
Richard C. Ill	68	Chairman and Chief Executive Officer
Jeffry D. Frisby	57	President and Chief Operating Officer
M. David Kornblatt	52	Executive Vice President, Chief Financial Officer and Treasurer
John B. Wright, II	58	Vice President, General Counsel and Secretary
Kevin E. Kindig	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.

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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.

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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.

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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.

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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.

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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.

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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.

19

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.

20

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.

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Item 2. Properties

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

Location	Description	Square Footage	Owned/ Leased
TRIUMPH AEROSTRUCTURES GROUP
Hot Springs, AR	Manufacturing facility/office	217,300	Owned
Brea, CA	Manufacturing facility	90,000	Leased
Chatsworth, CA	Manufacturing facility/office	101,900	Owned
Chatsworth, CA	Manufacturing facility	21,600	Leased
City of Industry, CA	Manufacturing facility/office	75,000	Leased
El Cajon, CA	Manufacturing facility/office	122,400	Leased
Hawthorne, CA	Manufacturing facility	1,348,700	Leased
Lynwood, CA	Processing and finishing facility/office	59,700	Leased
Lynwood, CA	Office/warehouse/aerospace metal processing	105,000	Leased
San Diego, CA	Force measurement systems facility	7,000	Leased
Torrance, CA	Processing facility	84,700	Leased
Walnut, CA	Manufacturing facility/office	105,000	Leased
Bejing, China	Manufacturing facility/office	43,700	Leased
New Haven, CT	Engineering/manufacturing	2,400	Leased
Stuart, FL	Manufacturing facility	519,700	Leased
Milledgeville, GA	Manufacturing facility/assembly facility	566,200	Owned
Shelbyville, IN	Manufacturing facility/office	193,900	Owned
Wichita, KS	Manufacturing facility/office	145,200	Leased
Mexicali, Mexico	Manufacturing facility/office	261,000	Leased
Grandview, MO	Manufacturing facility/office	78,000	Owned
Westbury, NY	Manufacturing facility/office	93,500	Leased
Westbury, NY	Aerospace metal processing	12,500	Leased
Nashville, TN	Manufacturing facility/assembly facility/office	2,198,700	Owned
Dallas, TX	High-speed wind tunnel	28,900	Owned
Dallas, TX	Manufacturing facility/office	4,855,300	Leased
Fort Worth, TX	Manufacturing facility/office	114,100	Owned
Grand Prairie, TX	Manufacturing facility	804,500	Leased
Kilgore, TX	Manufacturing facility/office	83,000	Owned
Everett, WA	Manufacturing facility	153,000	Leased
Spokane, WA	Manufacturing facility/office	392,000	Owned

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Location	Description	Square Footage	Owned/ Leased
TRIUMPH AEROSPACE SYSTEMS GROUP
Chandler, AZ	Manufacturing facility/office	34,300	Leased
Valencia, CA	Manufacturing facility/office	87,000	Leased
Bethel, CT	Office	1,700	Leased
Bloomfield, CT	Manufacturing facility/office	29,800	Leased
East Lyme, CT	Manufacturing facility/office	59,600	Owned
Alfortville, France	Manufacturing facility/office	7,500	Leased
Heiligenhaus, Germany	Manufacturing facility/office	2,200	Leased
East Alton, IL	Machine shop/office	25,000	Leased
Shelbyville, IN	Manufacturing facility/office	100,000	Owned
Wichita, KS	Manufacturing facility/office	130,300	Leased
Macomb, MI	Manufacturing facility/office	86,000	Leased
Freeport, NY	Manufacturing facility/office/warehouse	29,000	Owned
Rochester, NY	Engineering office	5,000	Leased
Clemmons, NC	Manufacturing facility/repair/office	110,000	Owned
Forest, OH	Manufacturing facility/office	125,000	Owned
Albany, OR	Machine shop/office	25,000	Owned
North Wales, PA	Manufacturing facility/office	111,400	Owned
Orangeburg, SC	Machine shop	52,000	Owned
Basildon, UK	Manufacturing facility/office	1,900	Leased
Buckley, UK	Manufacturing facility/office	8,000	Leased
Park City, UT	Manufacturing facility/office	180,000	Owned
Newport News, VA	Engineering/manufacturing/office	93,000	Leased
Redmond, WA	Manufacturing facility/office	19,400	Leased

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Location	Description	Square Footage	Owned/ Leased
TRIUMPH AFTERMARKET SERVICES GROUP
Hot Springs, AR	Machine shop/office	219,700	Owned
Chandler, AZ	Thermal processing facility/office	15,000	Leased
Phoenix, AZ	Repair and overhaul shop/office	50,000	Leased
Phoenix, AZ	Repair and overhaul/office	24,800	Leased
Tempe, AZ	Manufacturing facility/office	13,500	Owned
Tempe, AZ	Machine shop	9,300	Owned
Tempe, AZ	Machine shop	32,000	Owned
Burbank, CA	Instrument shop/warehouse/office	23,000	Leased
Ft. Lauderdale, FL	Instrument shop/warehouse/office	11,700	Leased
Atlanta, GA	Manufacturing facility/office	32,000	Leased
Wellington, KS	Repair and overhaul/office	65,000	Leased
Oakdale, PA	Production/warehouse/office	68,000	Leased
Dallas, TX	Production/office	28,600	Leased
Grand Prairie, TX	Repair and overhaul shop/office	60,000	Leased
San Antonio, TX	Repair and overhaul/office	30,000	Leased
Chonburi, Thailand	Repair and overhaul shop/office	85,000	Owned
CORPORATE AND OTHER
Berwyn, PA	Office	17,000	Leased
Zacatecas, Mexico	Manufacturing facility/office	270,000	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.

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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:

	High		Low
Fiscal 2011
1st Quarter	$	40.94	$	30.19
2nd Quarter	40.73		31.85
3rd Quarter	46.28		37.00
4th Quarter	48.65		41.02
Fiscal 2012
1st Quarter	$	50.47	$	39.84
2nd Quarter	54.82		42.78
3rd Quarter	60.90		43.92
4th Quarter	66.77		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

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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.

	3/07	3/08	3/09	3/10	3/11	3/12
Triumph Group, Inc.	100.00	103.11	69.45	127.88	161.72	229.72
Russell 2000	100.00	87.00	54.37	88.50	111.32	111.12
S&P Aerospace & Defense	100.00	105.11	61.14	104.51	115.55	120.78

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

27

Item 6. Selected Financial Data

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

	Fiscal Years Ended March 31,
	2012(1)			2011(2)			2010(3)			2009(4)			2008(5)(6)
	(in thousands, except per share data)
Operating Data:
Net sales	$	3,407,929		$	2,905,348		$	1,294,780		$	1,240,378		$	1,151,090
Cost of sales	2,564,995			2,231,864			927,211			877,744			822,288
	842,934			673,484			367,569			362,634			328,802
Selling, general and administrative expense	242,553			238,889			157,870			162,109			159,262
Depreciation and amortization	119,724			99,657			54,418			48,611			43,215
Curtailment gain, net	(40,400		)	—			—			—			—
Acquisition and integration expenses	6,342			20,902			—			—			—
Operating income	514,715			314,036			155,281			151,914			126,325
Interest expense and other	77,138			79,559			28,865			16,929			19,942
Gain on early extinguishment of debt	—			—			(39		)	(880		)	—
Income from continuing operations, before income taxes	437,577			234,477			126,455			135,865			106,383
Income tax expense	155,955			82,066			41,167			43,124			34,748
Income from continuing operations	281,622			152,411			85,288			92,741			71,635
Loss from discontinued operations	(765		)	(2,512		)	(17,526		)	(4,745		)	(8,468		)
Net income	$	280,857		$	149,899		$	67,762		$	87,996		$	63,167
Earnings per share:
Income from continuing operations:
Basic	$	5.77		$	3.39		$	2.59		$	2.83		$	2.17
Diluted(7)	$	5.43		$	3.21		$	2.56		$	2.80		$	2.04
Cash dividends declared per share	$	0.14		$	0.08		$	0.08		$	0.08		$	0.08
Shares used in computing earnings per share:
Basic	48,821			45,006			32,918			32,768			32,994
Diluted(7)	51,873			47,488			33,332			33,168			35,080

	As of March 31,
	2012(1)		2011(2)		2010(3)		2009(4)		2008(5)(6)
	(in thousands)
Balance Sheet Data:
Working capital	$	698,402	$	436,638	$	487,411	$	372,159	$	416,842
Total assets	4,554,757		4,477,234		1,692,578		1,591,207		1,412,760
Long-term debt, including current portion	1,158,862		1,312,004		505,780		459,396		395,981
Total stockholders' equity	$	1,793,369	$	1,632,217	$	860,686	$	788,563	$	706,436

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

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

(3) 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.

(4) 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).

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

(6) 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.

(7) 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.

28

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

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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

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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):

	Fiscal year ended March 31,
	2012			2011			2010
Income from continuing operations	$	281,622		$	152,411		$	85,288
Amortization of acquired contract liability	(26,684		)	(29,214		)	—
Depreciation and amortization	119,724			99,657			54,418
Curtailment gain, net	(40,400		)	—			—
Interest expense and other	77,138			79,559			28,865
Gain on early extinguishment of debt	—			—			(39		)
Income tax expense	155,955			82,066			41,167
EBITDA	567,355			384,479			209,699
Acquisition and integration expenses	6,342			20,902			—
Adjusted EBITDA	$	573,697		$	405,381		$	209,699

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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	$	514,715		$	403,414		$	90,035	$	31,859	$	(10,593	)
Curtailment gain, net	(40,400		)	—			—		—		(40,400		)
Amortization of acquired contract liability	(26,684		)	(26,684		)	—		—		—
Depreciation and amortization	119,724			89,113			17,363		9,487		3,761
EBITDA	$	567,355		$	465,843		$	107,398	$	41,346	$	(47,232	)

	Fiscal year ended March 31, 2011
	Total			Aerostructures			Aerospace Systems		Aftermarket Services		Corporate/ Eliminations
Operating income	$	314,036		$	267,783		$	75,292	$	28,774	$	(57,813	)
Amortization of acquired contract liability	(29,214		)	(29,214		)	—		—		—
Depreciation and amortization	99,657			69,451			17,183		11,101		1,922
EBITDA	$	384,479		$	308,020		$	92,475	$	39,875	$	(55,891	)

	Fiscal year ended March 31, 2010
	Total		Aerostructures		Aerospace Systems		Aftermarket Services		Corporate/ Eliminations
Operating income	$	155,281	$	102,271	$	68,069	$	11,226	$	(26,285	)
Depreciation and amortization	54,418		24,025		16,804		12,855		734
EBITDA	$	209,699	$	126,296	$	84,873	$	24,081	$	(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

	Year Ended March 31,
	2012			2011
	(in thousands)
Net sales	$	3,407,929		$	2,905,348
Segment operating income	$	525,308		$	371,849
Corporate general and administrative expenses	(10,593		)	(57,813		)
Total operating income	514,715			314,036
Interest expense and other	77,138			79,559
Income tax expense	155,955			82,066
Income from continuing operations	281,622			152,411
Loss from discontinued operations, net	(765		)	(2,512		)
Net income	$	280,857		$	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).

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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.

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

	Year Ended March 31,
	2011			2010
	(in thousands)
Net sales	$	2,905,348		$	1,294,780
Segment operating income	$	371,849		$	181,566
Corporate general and administrative expenses	(57,813		)	(26,285		)
Total operating income	314,036			155,281
Interest expense and other	79,559			28,865
Gain on early extinguishment of debt	—			(39		)
Income tax expense	82,066			41,167
Income from continuing operations	152,411			85,288
Loss from discontinued operations, net	(2,512		)	(17,526		)
Net income	$	149,899		$	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

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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.

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	Year Ended March 31,
	2012		2011		2010
Aerostructures
Commercial aerospace	39.4	%	35.4	%	24.4	%
Military	23.5		26.4		14.8
Business Jets	11.3		9.7		3.6
Regional	0.5		0.6		1.6
Non-aviation	0.7		1.0		2.2
Total Aerostructures net sales	75.4	%	73.1	%	46.6	%
Aerospace Systems
Commercial aerospace	5.9	%	5.7	%	11.0	%
Military	7.7		9.3		20.0
Business Jets	0.8		0.8		1.0
Regional	0.5		0.7		1.6
Non-aviation	1.1		1.0		2.5
Total Aerospace Systems net sales	16.0	%	17.5	%	36.1	%
Aftermarket Services
Commercial aerospace	6.6	%	7.0	%	12.9	%
Military	0.9		1.2		2.5
Business Jets	0.4		0.4		0.7
Regional	0.2		0.2		0.5
Non-aviation	0.5		0.6		0.7
Total Aftermarket Services net sales	8.6	%	9.4	%	17.3	%
Total Consolidated net sales	100.0	%	100.0	%	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

	Year Ended March 31,						% Change		% of Total Sales
	2012			2011					2012		2011
	(in thousands)
NET SALES
Aerostructures	$	2,571,576		$	2,126,040		21.0	%	75.5	%	73.2	%
Aerospace Systems	551,800			513,435			7.5	%	16.2	%	17.6	%
Aftermarket Services	292,674			272,728			7.3	%	8.6	%	9.4	%
Elimination of inter-segment sales	(8,121		)	(6,855		)	18.5	%	(0.2	)%	(0.2	)%
Total net sales	$	3,407,929		$	2,905,348		17.3	%	100.0	%	100.0	%

36

	Year Ended March 31,						% Change		% of Segment Sales
	2012			2011					2012		2011
	(in thousands)
SEGMENT OPERATING INCOME
Aerostructures	$	403,414		$	267,783		50.6	%	15.7	%	12.6	%
Aerospace Systems	90,035			75,292			19.6	%	16.3	%	14.7	%
Aftermarket Services	31,859			28,774			10.7	%	10.9	%	10.6	%
Corporate	(10,593		)	(57,813		)	(81.7	)%	n/a		n/a
Total segment operating income	$	514,715		$	314,036		63.9	%	15.1	%	10.8	%

	Year Ended March 31,						% Change		% of Segment Sales
	2012			2011					2012		2011
EBITDA
Aerostructures	$	465,843		$	308,020		51.2	%	18.1	%	14.5	%
Aerospace Systems	107,398			92,475			16.1	%	19.5	%	18.0	%
Aftermarket Services	41,346			39,875			3.7	%	14.1	%	14.6	%
Corporate	(47,232		)	(55,891		)	(15.5	)%	n/a		n/a
	$	567,355		$	384,479		47.6	%	16.6	%	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.

37

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

	Year Ended March 31,						% Change		% of Total Sales
	2011			2010					2011		2010
	(in thousands)
NET SALES
Aerostructures	$	2,126,040		$	605,423		251.2	%	73.2	%	46.8	%
Aerospace Systems	513,435			473,409			8.5	%	17.6	%	36.5	%
Aftermarket Services	272,728			224,663			21.4	%	9.4	%	17.4	%
Elimination of inter-segment sales	(6,855		)	(8,715		)	(21.3	)%	(0.2	)%	(0.7	)%
Total net sales	$	2,905,348		$	1,294,780		124.4	%	100.0	%	100.0	%

	Year Ended March 31,						% Change	% of Segment Sales
	2011			2010				2011	2010
	(in thousands)
SEGMENT OPERATING INCOME
Aerostructures	$	267,783		$	102,271		161.8%	12.6%	16.9%
Aerospace Systems	75,292			68,069			10.6%	14.7%	14.4%
Aftermarket Services	28,774			11,226			156.3%	10.6%	5.0%
Corporate	(57,813		)	(26,285		)	119.9%	n/a	n/a
Total segment operating income	$	314,036		$	155,281		102.2%	10.8%	12.0%

	Year Ended March 31,						% Change		% of Total Sales
	2011			2010					2011		2010
EBITDA
Aerostructures	$	308,020		$	126,296		143.9	%	14.5	%	20.9	%
Aerospace Systems	92,475			84,873			9.0	%	18.0	%	17.9	%
Aftermarket Services	39,875			24,081			65.6	%	14.6	%	10.7	%
Corporate	(55,891		)	(25,551		)	118.7	%	n/a		n/a
	$	384,479		$	209,699		83.3	%	13.2	%	16.2	%

38

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.

39

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, 2012increased$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, 2012decreased$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, 2012decreased$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.

40

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.

41

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.

42

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:

	Payments Due by Period
Contractual Obligations	Total		Less than 1 Year		1 - 3 Years		4 - 5 Years		After 5 Years
	(in thousands)
Debt principal(1)	$	1,162,933	$	142,237	$	145,388	$	334,310	$	540,998
Debt-interest(2)	305,603		51,841		93,236		90,439		70,087
Operating leases	93,138		22,331		41,652		8,401		20,754
Contingent payments(3)	29,000		—		28,000		1,000		—
Purchase obligations	1,266,372		878,171		364,168		23,166		867
Total	$	2,857,046	$	1,094,580	$	672,444	$	457,316	$	632,706

_______________________________________________

(1) 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.

(2) Includes fixed-rate interest only.

(3) 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.

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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:

	Pension Benefits		Other Postretirement Benefits
	(in thousands)
Projected benefit obligation at March 31, 2012	$	2,241,741	$	380,802
Plan assets at March 31, 2012	1,881,954		—
Projected contributions by fiscal year
2013	113,235		37,312
2014	115,700		35,627
2015	84,700		31,295
2016	32,800		30,910
2017	6,300		30,490
Total 2013 - 2017	$	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."

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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.

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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

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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.

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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

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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.

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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

50

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		%	2.26		%	2.26		%	5.05		%	2.53		%	2.50		%

There are no other significant market risk exposures.

Item 8. Financial Statements and Supplementary Data

51

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying consolidated balance sheets of Triumph Group, Inc. as of March 31, 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)

	March 31,
	2012			2011
ASSETS
Current assets:
Cash and cash equivalents	$	29,662		$	39,328
Trade and other receivables, less allowance for doubtful accounts of $3,900 and $3,196	440,608			374,491
Inventories, net of unliquidated progress payments of $164,450 and $138,206	817,956			781,714
Rotable assets	34,554			26,607
Deferred income taxes	72,259			68,536
Prepaid expenses and other	23,344			18,141
Assets held for sale	—			4,574
Total current assets	1,418,383			1,313,391
Property and equipment, net	733,380			734,879
Goodwill	1,546,374			1,530,580
Intangible assets, net	829,676			859,620
Deferred income taxes, noncurrent	527			—
Other, net	26,417			38,764
Total assets	$	4,554,757		$	4,477,234
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	142,237		$	300,252
Accounts payable	266,124			262,716
Accrued expenses	311,620			313,354
Liabilities related to assets held for sale	—			431
Total current liabilities	719,981			876,753
Long-term debt, less current portion	1,016,625			1,011,752
Accrued pension and other postretirement benefits, noncurrent	700,125			693,408
Deferred income taxes, noncurrent	188,370			92,810
Other noncurrent liabilities	136,287			167,788
Temporary equity	—			2,506
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	50			49
Capital in excess of par value	833,935			819,197
Treasury stock, at cost, 58,533 and 177,184 shares	(1,716		)	(5,085		)
Accumulated other comprehensive (loss) income	(9,306		)	120,471
Retained earnings	970,406			697,585
Total stockholders' equity	1,793,369			1,632,217
Total liabilities and stockholders' equity	$	4,554,757		$	4,477,234

See notes to consolidated financial statements.

TRIUMPH GROUP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

	Year ended March 31,
	2012				2011			2010
Net sales	$	3,407,929			$	2,905,348		$	1,294,780
Operating costs and expenses:
Cost of sales (exclusive of depreciation shown separately below)	2,564,995				2,231,864			927,211
Selling, general and administrative	242,553				238,889			157,870
Depreciation and amortization	119,724				99,657			54,418
Acquisition and integration expenses	6,342				20,902			—
Curtailment gain	(40,400		)		—			—
	2,893,214				2,591,312			1,139,499
Operating income	514,715				314,036			155,281
Interest expense and other	77,138				79,559			28,865
Gain on early extinguishment of debt	—				—			(39		)
Income from continuing operations before income taxes	437,577				234,477			126,455
Income tax expense	155,955				82,066			41,167
Income from continuing operations	281,622				152,411			85,288
Loss from discontinued operations, net	(765		)		(2,512		)	(17,526		)
Net income	$	280,857			$	149,899		$	67,762
Earnings per share—basic:
Income from continuing operations	$	5.77			$	3.39		$	2.59
Loss from discontinued operations, net	(0.02		)		(0.06		)	(0.53		)
Net income	$	5.75			$	3.33		$	2.06
Weighted-average common shares outstanding—basic	48,821				45,006			32,918
Earnings per share—diluted:
Income from continuing operations	$	5.43			$	3.21		$	2.56
Loss from discontinued operations, net	(0.01		)		(0.05		)	(0.53		)
Net income	$	5.41		*	$	3.16		$	2.03
Weighted-average common shares outstanding—diluted	51,873				47,488			33,332

* Difference due to rounding.

See notes to consolidated financial statements.

TRIUMPH GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

	Year ended March 31,
	2012			2011		2010
Net income	$	280,857		$	149,899	$	67,762
Other comprehensive income (loss):
Foreign currency translation adjustment	(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	364			1,188		740
Total other comprehensive income (loss)	(129,777		)	119,766		2,938
Total comprehensive income	$	151,080		$	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		$	33	$	311,417		$	(9,785	)	$	(2,233	)	$	489,131		$	788,563
Net income	—		—		—			—			—			67,762			67,762
Foreign currency translation adjustment	—		—		—			—			2,215			—			2,215
Pension liability adjustment, net of income taxes of ($10)	—		—		—			—			(17		)	—			(17		)
Change in fair value of interest rate swap, net of income taxes of $221	—		—		—			—			740			—			740
Gain on early extinguishment of debt	—		—		11			—			—			(39		)	(28		)
Exercise of stock options	83,222		—		—			2,334			—			(1,173		)	1,161
Cash dividends ($0.08 per share)	—		—		—			—			—			(2,666		)	(2,666		)
Share-based compensation	107,894		—		3,220			—			—			—			3,220
Repurchase of restricted shares for minimum tax obligation	(23,742	)	—		—			(470		)	—			—			(470		)
Excess tax benefit from exercise of stock options	—		—		206			—			—			—			206
Balance at March 31, 2010	33,346,508		33		314,854			(7,921		)	705			553,015			860,686
Net income	—		—		—			—			—			149,899			149,899
Foreign currency translation adjustment	—		—		—			—			3,798			—			3,798
Pension liability adjustment, net of income taxes of $70,349	—		—		—			—			114,780			—			114,780
Change in fair value of interest rate swap, net of income taxes of $698	—		—		—			—			1,188			—			1,188
Vought acquisition consideration	14,992,330		15		504,852			—			—			—			504,867
Reclassification adjustment to temporary equity for exercisable put on convertible notes	—		—		(2,506		)	—			—			—			(2,506		)
Exercise of stock options	160,552		—		—			4,639			—			(1,755		)	2,884
Cash dividends ($0.08 per share)	—		—		—			—			—			(3,574		)	(3,574		)
Share-based compensation	65,942		1		1,906			—			—			—			1,907
Repurchase of restricted shares for minimum tax obligation	(51,910	)	—		(59		)	(1,803		)	—			—			(1,862		)
Excess tax benefit from exercise of stock options	—		—		150			—			—			—			150
Balance at March 31, 2011	48,513,422		49		819,197			(5,085		)	120,471			697,585			1,632,217
Net income	—		—		—			—			—			280,857			280,857
Foreign currency translation adjustment	—		—		—			—			(2,852		)	—			(2,852		)
Pension liability adjustment, net of income taxes of $77,523	—		—		—			—			(127,289		)	—			(127,289		)
Change in fair value of derivatives, net of income taxes of $222	—		—		—			—			364			—			364
Issuance of stock upon conversion of convertible notes	772,438		—		5,524			—			—			—			5,524
Reclassification adjustment from temporary equity for exercisable put on convertible notes	—		—		2,506			—			—			—			2,506
Exercise of stock options	136,254		—		—			3,978			—			(1,137		)	2,841
Cash dividends ($0.14 per share)	—		—		—			—			—			(6,899		)	(6,899		)
Share-based compensation	123,890		1		4,828			—			—			—			4,829
Repurchase of restricted shares for minimum tax obligation	(14,264	)	—		—			(609		)	—			—			(609		)
Excess tax benefit from exercise of stock options	—		—		1,880			—			—			—			1,880
Balance at March 31, 2012	49,531,740		$	50	$	833,935		$	(1,716	)	$	(9,306	)	$	970,406		$	1,793,369

See notes to consolidated financial statements.

TRIUMPH GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

	Year ended March 31,
	2012			2011			2010
Operating Activities
Net income	$	280,857		$	149,899		$	67,762
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	119,724			99,657			54,418
Amortization of acquired contract liability	(26,684		)	(29,214		)	—
Curtailment gain, net	(40,400		)	—			—
Gain on early extinguishment of debt	—			—			(39		)
Accretion of debt discount	4,529			7,609			6,196
Other amortization included in interest expense	9,601			4,205			1,951
Provision for doubtful accounts receivable	1,282			152			773
Provision for deferred income taxes	153,453			82,083			7,524
Employee stock compensation	4,988			3,622			3,220
Changes in other current assets and liabilities, excluding the effects of acquisitions:
Accounts receivable	(82,062		)	(15,875		)	(6,172		)
Inventories	(47,487		)	(21,045		)	30,192
Rotable assets	(8,206		)	(1,021		)	65
Prepaid expenses and other current assets	(4,821		)	13,411			(3,822		)
Accounts payable, accrued expenses and income taxes payable	17,604			(27,131		)	(15,742		)
Accrued pension and other postretirement benefits	(157,111		)	(124,339		)	—
Changes in discontinued operations	241			7			21,773
Other	2,273			284			1,549
Net cash provided by operating activities	227,781			142,304			169,648
Investing Activities
Capital expenditures	(93,969		)	(90,025		)	(31,665		)
Reimbursements of capital expenditures	3,437			—			—
Proceeds from sale of assets	8,758			4,213			615
Acquisitions, net of cash acquired	11,951			(333,228		)	(31,493		)
Net cash used in investing activities	(69,823		)	(419,040		)	(62,543		)
Financing Activities
Net increase (decrease) in revolving credit facility	235,000			85,000			(127,730		)
Proceeds from issuance of long-term debt	92,253			846,105			186,930
Retirement of debt and capital lease obligations	(484,538		)	(745,852		)	(13,811		)
Payment of deferred financing costs	(3,999		)	(22,790		)	(8,344		)
Dividends paid	(6,899		)	(3,574		)	(2,666		)
Repayment of government grant	(2,180		)	(1,695		)	—
Repurchase of restricted shares for minimum tax obligations	(609		)	(1,861		)	(470		)
Proceeds from exercise of stock options, including excess tax benefit of $1,880, $150, and $206 in 2012, 2011, and 2010	4,721			3,034			1,367
Net cash (used in) provided by financing activities	(166,251		)	158,367			35,276
Effect of exchange rate changes on cash	(1,373		)	479			359
Net change in cash and cash equivalents	(9,666		)	(117,890		)	142,740
Cash and cash equivalents at beginning of year	39,328			157,218			14,478
Cash and cash equivalents at end of year	$	29,662		$	39,328		$	157,218

See notes to consolidated financial statements.

52

TRIUMPH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

1. BACKGROUND AND BASIS OF PRESENTATION

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

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.

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 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

2. 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:

	March 31,
	2012			2011
Billed	$	436,877		$	339,823
Unbilled	3,269			12,886
Total trade receivables	440,146			352,709
Other receivables	4,362			24,978
Total trade and other receivables	444,508			377,687
Less: Allowance for doubtful accounts	(3,900		)	(3,196		)
Total trade and other receivables, net	$	440,608		$	374,491

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 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.

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.

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 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 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 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 contracts can span multiple years, the Company often segments 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 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.

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 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.

        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.

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 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	$	19,711
Charges to costs and expenses	3,261
Write-offs, net of recoveries	(8,483		)
Exchange rate changes	(16		)
Balance, March 31, 2012	$	14,473

3. 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.

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	$	625
Inventory	545
Prepaid expenses and other	12
Property and equipment	264
Goodwill	3,753
Intangible assets	4,222
Total assets	$	9,421
Accounts payable	$	79
Accrued expenses	44
Deferred tax liabilities	118
Other noncurrent liabilities	1,926
Total liabilities	$	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)	Shares		Estimated Fair Value		Form of Consideration
Number of Triumph shares issued to Vought shareholders	14,992,330
Triumph share price as of the acquisition date	$	33.68	$	504,867	Triumph common stock
Cash consideration transferred to Vought shareholders			547,950		Cash
Total fair value of consideration transferred			$	1,052,817

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:

	June 16, 2010
Cash	$	214,833
Accounts receivable	165,789
Inventory	410,279
Prepaid expenses and other	4,850
Property and equipment	375,229
Goodwill	1,026,763
Intangible assets	807,000
Deferred tax assets	244,895
Other assets	384
Total assets	$	3,250,022
Accounts payable	$	143,995
Accrued expenses	269,492
Deferred tax liabilities	4,674
Debt	590,710
Acquired contract liabilities, net	124,548
Accrued pension and other postretirement benefits, noncurrent	993,189
Other noncurrent liabilities	70,597
Total liabilities	$	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:

	Fiscal year ended
	March 31, 2011
Net sales	$	1,527,326
Operating income	$	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 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.

	Fiscal year ended
	March 31, 2011
Net sales	$	3,269,413
Income from continuing operations	154,999
Income from continuing operations—basic	$	3.22
Income from continuing operations—diluted	$	3.07

FISCAL 2010 ACQUISITIONS

Acquisition of DCL Avionics, Inc.

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.

4. 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.

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:

	March 31, 2011
Assets held for sale:
Trade and other receivables, net	$	1,314
Inventories	237
Property, plant and equipment	3,000
Other	23
Total assets held for sale	$	4,574
Liabilities held for sale:
Accounts payable	$	99
Accrued expenses	154
Other noncurrent liabilities	178
Total liabilities held for sale	$	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.

5. INVENTORIES

Inventories are stated at the lower of cost (average-cost or specific-identification methods) or market. The components of inventories are as follows:

	March 31,
	2012			2011
Raw materials	$	53,103		$	72,174
Work-in-process	887,686			805,642
Finished goods	41,617			42,104
Less: unliquidated progress payments	(164,450		)	(138,206		)
Total inventories	$	817,956		$	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.

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 $19,385.

6. PROPERTY AND EQUIPMENT

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

	March 31,
	2012		2011
Land	$	36,995	$	37,270
Construction in process	29,523		87,157
Buildings and improvements	234,088		201,183
Furniture, fixtures and computer equipment	113,523		62,641
Machinery and equipment	721,215		668,460
	1,135,344		1,056,711
Less accumulated depreciation	401,964		321,832
	$	733,380	$	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.

7. 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	1,949			—			3,753		5,702
Purchase price adjustments	(215		)	—			—		(215		)
Purchase accounting adjustments	11,497			—			—		11,497
Effect of exchange rate changes and other	—			(1,190		)	—		(1,190		)
Balance, March 31, 2012	$	1,307,709		$	182,443		$	56,222	$	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		—		—		1,026,763
Purchase price adjustments	8,000		3,048		111		11,159
Effect of exchange rate changes and other	—		2,004		—		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.

Intangible Assets

The components of intangible assets, net are as follows:

	March 31, 2012
	Weighted- Average Life (in Years)	Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships	16.3	$	460,054	$	(70,169	)	$	389,885
Product rights and licenses	12.0	37,776		(24,208		)	13,568
Noncompete agreements and other	13.0	7,327		(6,104		)	1,223
Tradename	Indefinite-lived	425,000		—			425,000
Total intangibles, net		$	930,157	$	(100,481	)	$	829,676

	March 31, 2011
	Weighted- Average Life (in Years)	Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships	16.4	$	456,282	$	(40,657	)	$	415,625
Product rights and licenses	12.0	73,739		(56,640		)	17,099
Noncompete agreements and other	12.7	13,239		(11,343		)	1,896
Tradename	Indefinite-lived	425,000		—			425,000
Total intangibles, net		$	968,260	$	(108,640	)	$	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.

8. ACCRUED EXPENSES

Accrued expenses are composed of the following items:

	March 31,
	2012		2011
Accrued pension	$	3,938	$	3,931
Deferred revenue, advances and progress billings	29,916		42,439
Accrued other postretirement benefits	36,526		35,456
Accrued compensation	123,141		104,444
Accrued interest	14,773		19,711
Warranty reserve	11,416		15,242
Accrued workers' compensation	13,365		11,988
Accrued insurance	13,534		13,244
All other	65,011		66,899
Total accrued expenses	$	311,620	$	313,354

9. LEASES

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.

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:

	March 31,
	2012		2011
Revolving credit facility	$	320,000	$	85,000
Receivable securitization facility	120,000		100,000
Equipment leasing facility	61,301		67,822
Term loan credit agreement	—		346,731
Secured promissory notes	—		7,505
Senior subordinated notes due 2017	173,061		172,801
Senior notes due 2018	347,867		347,623
Convertible senior subordinated notes	128,655		176,544
Other debt	7,978		7,978
	1,158,862		1,312,004
Less: current portion	142,237		300,252
	$	1,016,625	$	1,011,752

Revolving Credit Facility

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 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 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 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 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:

	March 31,
	2012		2011
Acquired contract liabilities, net	$	68,650	$	95,334
Deferred grant income	28,295		31,417
Accrued workers' compensation	20,861		21,055
Accrued warranties	3,057		4,469
Income tax reserves	1,531		1,266
Contingent consideration	2,019		2,870
All other	11,874		11,377
Total other noncurrent liabilities	$	136,287	$	167,788

12. INCOME TAXES

The components of pretax income are as follows:

	Year ended March 31,
	2012		2011		2010
Foreign	$	10,200	$	10,423	$	5,086
Domestic	427,377		224,054		121,369
	$	437,577	$	234,477	$	126,455

The components of income tax expense are as follows:

	Year ended March 31,
	2012			2011			2010
Current:
Federal	$	2,012		$	(2,955	)	$	30,095
State	352			1,331			2,819
Foreign	138			1,607			729
	2,502			(17		)	33,643
Deferred:
Federal	137,642			74,084			6,790
State	16,359			7,999			472
Foreign	(548		)	—			262
	153,453			82,083			7,524
	$	155,955		$	82,066		$	41,167

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

	Year ended March 31,
	2012		2011		2010
Statutory federal income tax rate	35.0	%	35.0	%	35.0	%
State and local income taxes, net of federal tax benefit	2.5		2.6		2.1
Miscellaneous permanent items and nondeductible accruals	(0.8	)	0.1		0.1
Research and development tax credit	(0.7	)	(1.4	)	(2.4	)
Foreign tax credits	(0.1	)	—		(0.1	)
Domestic production tax benefits	—		—		(1.9	)
Other	(0.3	)	(1.3	)	(0.9	)
Effective income tax rate	35.6	%	35.0	%	31.9	%

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

	March 31,
	2012			2011
Deferred tax assets:
Net operating loss carryforwards	$	144,616		$	190,724
Inventory	13,126			11,635
Accruals and reserves	56,033			55,224
Pension and other postretirement benefits	302,262			300,210
Acquired contract liabilities, net	25,960			36,100
Other	2,796			717
	544,793			594,610
Valuation allowance	(347		)	(734		)
Net deferred tax assets	544,446			593,876
Deferred tax liabilities:
Long-term contract accounting	154,846			134,854
Property and equipment	153,086			128,589
Goodwill and other intangible assets	331,296			331,288
Prepaid expenses and other	20,802			23,419
	660,030			618,150
Net deferred tax liabilities	$	115,584		$	24,274

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.

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	$	4,169
Additions for tax positions related to the current year	517
Additions for tax positions of prior years	629
Additions for the acquisition of Vought	5,151
Reductions for tax positions of prior years	(2,502		)
Reductions as a result of a lapse of statute of limitations	—
Settlements	(1,027		)
Ending Balance—March 31, 2011	6,937
Additions for tax positions related to the current year	345
Additions for tax positions of prior years	—
Reductions for tax positions of prior years	(149		)
Reductions as a result of a lapse of statute of limitations	—
Settlements	—
Ending Balance—March 31, 2012	$	7,133

13. STOCKHOLDERS' EQUITY

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.

Accumulated Other Comprehensive (Loss) Income

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

	March 31,
	2012			2011
Pension and postretirement adjustments, net of income taxes of $9,060 and $(68,955), respectively	$	(14,783	)	$	112,506
Unrealized gains (losses) on derivatives, net of income taxes of ($80) and $142, respectively	132			(232		)
Foreign currency translation adjustments	5,345			8,197
	$	(9,306	)	$	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:

	Year ended March 31,
	2012	2011	2010
	(thousands)
Weighted-average common shares outstanding—basic	48,821	45,006	32,918
Net effect of dilutive stock options and nonvested stock	446	440	414
Net effect of convertible debt	2,606	2,042	—
Weighted-average common shares outstanding—diluted	51,873	47,488	33,332

15. EMPLOYEE BENEFIT PLANS

Defined Contribution Pension Plan

The Company sponsors a defined contribution 401(k) plan, under which salaried and certain hourly employees may defer a portion of their compensation. Eligible participants may contribute to the plan up to the allowable amount as determined by the plan of their regular compensation before taxes. 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 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						Other Postretirement Benefits
	Year ended March 31,						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			—			398,549
Service cost	16,456			17,020			3,393			3,115
Interest cost	108,059			93,162			18,473			16,672
Actuarial loss	290,276			84,586			26,951			7,297
Plan amendments	(7,145		)	(86,243		)	—			(27,177		)
Participant contributions	—			—			5,662			3,736
Curtailments	(56,701		)	—			—			—
Special termination benefits	1,625			—			421			—
Benefits paid	(133,390		)	(98,309		)	(43,924		)	(32,366		)
Projected benefit obligation at end of year	$	2,241,741		$	2,022,561		$	380,802		$	369,826
Accumulated benefit obligation at end of year	$	2,214,640		$	1,949,459		$	380,802		$	369,826
Weighted-average assumptions used to determine benefit obligations at end of year
Discount rate	4.62		%	5.58		%	4.35		%	5.25		%
Rate of compensation increase	3.50		%	3.50		%	N/A			N/A

	Pension Benefits						Other Postretirement Benefits
	Year ended March 31,						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	—			1,360,211			—			—
Actual return on plan assets	233,559			255,279			—			—
Participant contributions	—			—			5,662			3,736
Company contributions	122,193			135,107			38,262			28,630
Benefits paid	(133,390		)	(98,309		)	(43,924		)	(32,366		)
Fair value of plan assets at end of year	$	1,881,954		$	1,659,592		$	—		$	—
Funded status (underfunded)
Funded status	$	(359,787	)	$	(362,969	)	$	(380,802	)	$	(369,826	)
Reconciliation of amounts recognized in the consolidated balance sheets
Accrued benefit liability—current	$	(3,938	)	$	(3,931	)	$	(36,526	)	$	(35,456	)
Accrued benefit liability—noncurrent	(355,849		)	(359,038		)	(344,276		)	(334,370		)
Net amount recognized	$	(359,787	)	$	(362,969	)	$	(380,802	)	$	(369,826	)
Prior service costs	$	(41,160	)	$	(87,475	)	$	(22,270	)	$	(26,800	)
Actuarial (gains) losses	53,026			(74,483		)	34,247			7,297
Income tax (benefits) liabilities related to above items	(4,509		)	61,544			(4,551		)	7,411
Unamortized benefit plan (gains) costs	$	7,357		$	(100,414	)	$	7,426		$	(12,092	)

The components of net periodic benefit cost for fiscal years ended March 31, 2012, 2011 and 2010 are as follows:

	Pension Benefits									Other Postretirement Benefits
	Year Ended March 31,									Year Ended March 31,
	2012			2011			2010			2012			2011			2010
Components of net periodic pension cost
Service cost	$	16,456		$	17,020		$	81		$	3,393		$	3,115		$	—
Interest cost	108,059			93,162			1,058			18,473			16,672			—
Expected return on plan assets	(127,603		)	(93,121		)	(439		)	—			—			—
Amortization of prior service (credit) cost	(11,014		)	1,631			165			(4,529		)	(377		)	—
Amortization of net loss	109			123			137			—			—			—
Curtailment gain	(42,446		)	—			—			—			—			—
Special termination benefits	1,625			—			—			421			—			—
Total net periodic benefit (income) expense	$	(54,814	)	$	18,815		$	1,002		$	17,758		$	19,410		$	—
Weighted-average assumptions used to determine net periodic pension cost
Discount rate	5.58		%	6.00		%	7.25		%	5.25		%	5.58		%	N/A
Expected long-term rate on assets	8.50		%	8.50		%	8.00		%	N/A			N/A			N/A
Rate of compensation increase	3.50		%	3.50		%	N/A			N/A			N/A			N/A

The discount rate is determined annually as of each measurement date, based on a review of yield rates associated with long-term, high-quality corporate bonds. At the end of each year, the discount rate is primarily determined using the results of bond yield curve models based on a portfolio of high-quality bonds matching notional cash inflows with the expected benefit payments for each significant benefit plan. In addition to the impact of the reduction in the discount rate, actuarial loss for the fiscal year ended March 31, 2012 included the impact of updated mortality assumptions of approximately $40,000.

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 net periodic benefit cost and obligations are included in the tables above:

• 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 $7,145.

• In December 2011, the Company negotiated the termination of one its smaller defined benefit plans. This termination resulted in a $1,625 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 $56,701 and a related curtailment gain of $42,446 included in Curtailment gain, net on the Consolidated Statement of Income for the fiscal year ended March 31, 2012.

• In October 2010, the Company's largest union-represented group of production and maintenance employees ratified a new collective bargaining agreement. The agreement provided for an increase in the pension benefits payable to covered employees who retire on or after November 1, 2010. The aforementioned changes led to a remeasurement of the affected plan's assets and obligations as of October 2010, which resulted in a $31,800 increase in the projected benefit obligation.

• In February 2011, the Company announced an amendment to the medical plans of its non-represented participants. The amendment eliminates pre-Medicare health coverage for all active and retired participants beginning in 2014. Those changes resulted in a reduction to the accumulated postretirement benefit obligation for the OPEB plan of $27,177.

• In March 2011, the Company announced an amendment to the retirement plans of its non-represented employee participants. Effective April 1, 2012, actively employed participants through December 31, 2011 may elect a lump-sum distribution option upon retirement. Those changes resulted in a reduction to the projected and accumulated pension obligation for the plan of approximately $118,000.

The following table shows those amounts expected to be recognized in net periodic benefit costs during the fiscal year ending March 31, 2013:

	Pension Benefits			Other Postretirement Benefits
Amounts expected to be recognized in FY 2013 net periodic benefit costs
Prior service cost ($3,614 and $2,809 net of tax, respectively)	$	(5,829	)	$	(4,530	)
Actuarial loss ($218 net of tax)	352			—

Expected Pension Benefit Payments

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	Pension Benefits		Other Postretirement Benefits*
2013	$	231,800	$	37,312
2014	154,223		35,627
2015	152,430		31,295
2016	150,790		30,910
2017	149,644		30,490
2018 - 2022	725,915		144,037

* Net of expected Medicare Part D subsidies of $2.1 million to $2.2 million per year

Plan Assets, Investment Policy and Strategy

The table below sets forth the Company's target asset allocation for fiscal 2013 and the actual asset allocations at March 31, 2012 and 2011.

		Actual Allocation
	Target Allocation
		March 31,
Asset Category	Fiscal 2013	2012		2011
Equity securities	50 - 65%	50	%	58	%
Fixed income securities	20 - 45%	44		33
Alternative investment funds	2 - 10%	6		6
Other	0 - 5%	—		3
Total		100	%	100	%

Pension plan assets are invested in various asset classes that are expected to produce a sufficient level of diversification and investment return over the long-term. The investment goals are to exceed the assumed actuarial rate of return over the long-term within reasonable and prudent levels of risks and to meet future obligations.

Asset / liability studies are conducted on a regular basis to provide guidance in setting investment goals for the pension portfolio and its asset allocation. The asset allocation aims to prudently achieve a strong, risk-adjusted return while seeking to minimize funding level volatility and improve the funded status of the plans. The pension plans currently employ a liability-driven investment (LDI) approach, where assets and liabilities move in the same direction. The goal is to limit the volatility of the funding status and cover part, but not all, of the changes in liabilities. Most of the liabilities' changes are due to interest rate movements.

To balance expected risk and return, allocation targets are established and monitored against acceptable ranges. All investment policies and procedures are designed to ensure that the plans' investments are in compliance with the Employee Retirement Income Security Act of 1974 (ERISA). Guidelines are established defining permitted investments within each asset class. Each investment manager has contractual guidelines to ensure that investments are made within the parameters of their asset class or in the case of multi-asset class managers, the parameters of their multi-asset class strategy. Certain investments are not permitted at any time including investment directly in employer securities and uncovered short sales.

The table below provides the fair values of the Company's plan assets at March 31, 2012 and 2011 by asset category. The table also identifies the level of inputs used to determine the fair value of assets in each category (see Note 18 below for definition of levels).

March 31, 2012
	Level 1		Level 2			Level 3		Total
Assets
Cash and cash equivalents	$	152,009	$	73,675		$	—	$	225,684
Equity securities
International	147,784		—			—		147,784
US equity	24,250		—			—		24,250
US commingled fund	45,019		165,308			—		210,327
International commingled fund	567		111,394			—		111,961
Fixed income securities
Corporate bonds (S&P rating of A or higher)	—		39,351			—		39,351
Corporate bonds (S&P rating lower than A)	—		75,965			—		75,965
Government securities	—		180,385			—		180,385
Commingled fund	—		413,268			—		413,268
Mortgage-backed securities	—		114,271			—		114,271
Other fixed income	—		60,396			—		60,396
Other
Futures	—		13,192			—		13,192
Private equity and infrastructure	—		—			109,727		109,727
Commingled fund swaps	—		166,411			—		166,411
Total investment in securities—assets	$	369,629	$	1,413,616		$	109,727	$	1,892,972
Liabilities
Other investments
Futures	—		(3,523		)	—		(3,523		)
Total investment in securities—liabilities	$	—	$	(3,523	)	$	—	$	(3,523	)
Net investment in securities	$	369,629	$	1,410,093		$	109,727	$	1,889,449
Receivables								13,002
Payables								(20,497		)
Total plan assets								$	1,881,954

March 31, 2011
	Level 1		Level 2			Level 3		Total
Assets
Cash and cash equivalents	$	127,141	$	20,000		$	—	$	147,141
Equity securities
International	150,079		—			—		150,079
US equity	6,344		—			—		6,344
US commingled fund	2,779		194,505			—		197,284
International commingled fund	696		187,146			—		187,842
Fixed income securities
Corporate bonds (S&P rating of A or higher)	—		76,032			—		76,032
Corporate bonds (S&P rating lower than A)	—		217,624			—		217,624
Government securities	—		162,972			—		162,972
Commingled fund	4,144		125,822			—		129,966
Mortgage-backed securities	—		57,923			—		57,923
Other fixed income	—		68,820			—		68,820
Other
Futures	10,648		—			—		10,648
Private equity and infrastructure	—		—			98,674		98,674
Real estate	—		—			51,734		51,734
Commingled fund swaps	—		143,113			—		143,113
Total investment in securities—assets	$	301,831	$	1,253,957		$	150,408	$	1,706,196
Liabilities
Other investments
Futures	—		(122		)	—		(122		)
Total investment in securities—liabilities	$	—	$	(122	)	$	—	$	(122	)
Net investment in securities	$	301,831	$	1,253,835		$	150,408	$	1,706,074
Receivables								43,990
Payables								(90,472		)
Total plan assets								$	1,659,592

Cash equivalents and other short-term investments are primarily held in registered short-term investment vehicles which are valued using a market approach based on quoted market prices of similar instruments.

Public equity securities, including common stock, are primarily valued using a market approach based on the closing fair market prices of identical or comparable instruments, in the principal market on which they are traded. Commingled equity funds are public investment vehicles valued using the net asset value (NAV) provided by the fund manager. The NAV is the total value of the fund divided by the number of shares outstanding. Commingled equity funds are categorized as Level 1 if traded at their NAV on a nationally recognized securities exchange or categorized as Level 2 if the NAV is corroborated by observable market data (e.g., purchases or sale activity).

Fixed income securities are primarily valued using a market approach with inputs that include broker quotes, benchmark yields, base spreads and reported trades.

Other investments include the net unrealized gain/loss for the Company's futures, the fair value of the swaps, as well as private equity and real estate. Futures are financial contracts obligating the Company to purchase assets at a predetermined date and time. Swaps are an exchange of one security for another to change the maturity or the quality of the investments. These securities are valued using the most accurate pricing service. Private equity, real estate values, and infrastructure investments, which are not readily marketable, are carried at estimated fair value as determined based on an evaluation of data provided by fund managers, including valuations of the underlying investments derived using inputs such as cost, operating results, discounted future cash flows, and market-based comparable data.

The following table represents a rollforward of the balances of our pension plan assets that are valued using Level 3 inputs:

	March 31, 2011 Balance		Net Purchases (Sales)			Net Realized Appreciation (Depreciation)			Net Unrealized Appreciation (Depreciation)		March 31, 2012 Balance
Private equity funds	$	98,674	$	1,163		$	(1,729	)	$	11,619	$	109,727
Real estate	51,734		(54,510		)	2,776			—		—
Total	$	150,408	$	(53,347	)	$	1,047		$	11,619	$	109,727

	June 16, 2010 Balance (1)		Net Purchases (Sales)			Net Realized Appreciation (Depreciation)		Net Unrealized Appreciation (Depreciation)		March 31, 2011 Balance
Private equity funds	$	92,385	$	(9,662	)	$	370	$	15,581	$	98,674
Real estate	46,250		—			—		5,484		51,734
Total	$	138,635	$	(9,662	)	$	370	$	21,065	$	150,408

(1)Prior to the acquisition of Vought on June 16, 2010, the Company did not have plan assets classified as Level 3.

Assumptions and Sensitivities

The discount rate is determined as of each measurement date, based on a review of yield rates associated with long-term, high-quality corporate bonds. The calculation separately discounts benefit payments using the spot rates from a long-term, high-quality corporate bond yield curve. During fiscal 2011, there were interim remeasurements for certain plans. The full year weighted-average discount rates for pension and postretirement benefit plans in fiscal 2011 were 5.58% and 5.25%, respectively.

The effect of a 25 basis point change in discount rates as of March 31, 2012 is shown below:

		Pension Benefits			Other Postretirement Benefits
Increase of 25 basis points
Obligation	*	$	(62,500	)	$	(7,800	)
Net periodic expense		600			400
Decrease of 25 basis points
Obligation	*	$	64,600		$	8,100
Net periodic expense		(400		)	(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 aone-percentage point change in the healthcare cost trend rate in each year is shown below:

	Other Postretirement Benefits
	One-Percentage Point Increase			One-Percentage Point Decrease
Net periodic expense	$	(606	)	$	676
Obligation	(11,159		)	12,404

Anticipated Contributions to Defined Benefit Plans

Assuming a normal retirement age of 65, the Company expects to contribute approximately $113,235 to its defined benefit pension plans and $37,312 to its OPEB during fiscal 2013. No plan assets are expected to be returned to the Company in fiscal 2013.

16. STOCK COMPENSATION PLANS

The Company has stock incentive plans under which employees and non-employee directors may be granted options to purchase shares of the Company's common stock at the fair value at the time of the grant. Employee options and non-employee director options are fully vested as of March 31, 2012. There were no employee or non-employee director options granted during fiscal years ended March 31, 2012, 2011 and 2010. The Company recognized compensation expense for the fair values of these awards on a straight-line basis over the requisite service period of these awards.

In fiscal 2006, the Company approved the granting of restricted stock as its primary form of share-based incentive. The restricted shares are subject to forfeiture should the grantee's employment be terminated prior to the fourth anniversary of the date of grant, and are included in capital in excess of par value. Restricted shares generally vest in full after three or four years. The fair value of restricted shares under the Company's restricted stock plans is determined by the product of the number of shares granted and the grant date market price of the Company's common stock. The fair value of restricted shares is expensed on a straight-line basis over the requisite service period of three or four years.

The Company recognized $4,988, $3,622 and $3,220 of share-based compensation expense during the fiscal years ended March 31, 2012, 2011 and 2010, respectively. The total income tax benefit recognized for share-based compensation arrangements for fiscal years ended March 31, 2012, 2011 and 2010 was $1,746, $1,268 and $1,107, respectively.

A summary of the Company's stock option activity and related information for its option plans for the fiscal year ended March 31, 2012 was as follows:

	Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value
Outstanding at March 31, 2011	338,498		$	18.20
Granted	—		—
Exercised	(136,254	)	20.84
Forfeited	(1,000	)	19.18
Outstanding at March 31, 2012	201,244		$	16.42	2.1	$	7,413
Exercisable at March 31, 2012	201,244		$	16.42	2.1	$	7,413

As of March 31, 2012 and 2011, all stock options are fully vested with no expected future compensation expense related to them. The intrinsic value of stock options exercised during the fiscal years ended March 31, 2012, 2011 and 2010 was $4,928, $3,702 and $737, respectively.

At March 31, 2012 and 2011, 2,425,782 and 2,569,080 shares of common stock, respectively, were available for issuance under the plans. A summary of the status of the Company's nonvested shares as of March 31, 2012 and changes during the fiscal year ended March 31, 2012, is presented below:

	Shares		Weighted- Average Grant Date Fair Value
Nonvested restricted stock and deferred stock units at March 31, 2011	315,812		$	28.15
Granted	143,298		42.76
Vested	(76,060	)	30.09
Forfeited	(12,758	)	29.95
Nonvested restricted stock and deferred stock units at March 31, 2012	370,292		$	33.34

The fair value of restricted stock vested during fiscal 2012 was $3,194. The tax benefit from vested restricted stock was $609, $1,862 and $470 during the fiscal years ended March 31, 2012, 2011 and 2010, respectively. The weighted-average grant date fair value of share-based grants in the fiscal years ended March 31, 2012, 2011 and 2010 was $42.76, $38.19 and $20.28, respectively. Expected future compensation expense on restricted stock net of expected forfeitures, is approximately $3,290, which is expected to be recognized over the remaining weighted-average vesting period of 1.4 years.

In April 2012, 101,857 restricted shares were granted following the determination of net earnings per share and return on net assets for fiscal 2012. Certain of these awards contain performance conditions, in addition to the standard service conditions. Expected future compensation expenses on this April 2012 grant, net of expected forfeitures, is approximately $4,232, which is expected to vest over the remaining vesting period of 2.4 years.

During the fiscal years ended March 31, 2012, 2011 and 2010, 6,650, 11,000 and 10,000 deferred stock units were granted to the non-employee members of the Board of Directors, respectively, under the Directors' Plan. Each deferred stock unit represents the contingent right to receive one share of the Company's common stock. The deferred stock units vest over a four-year period and the shares of common stock underlying vested deferred stock units will be delivered on January 1 of the year following the year in which the non-employee director terminates service as a Director of the Company.

17. COMMITMENTS AND CONTINGENCIES

Trade Secret Litigation over Claims of Eaton Corporation

On July 9, 2004, Eaton Corporation and several of its subsidiaries ("Eaton") sued the Company, a subsidiary and certain employees of the Company and the subsidiary on claims alleging misappropriation of trade secrets and intellectual property allegedly belonging to Eaton relating to the design and manufacture of hydraulic pumps and motors used in military and commercial aviation. The subsidiary and the individual engineer defendants answered Eaton's claims and filed counterclaims, while the Company and an officer of the Company moved to dismiss for lack of personal jurisdiction. In the course of discovery in the suit, the court began an investigation of allegations of wrongdoing by Eaton in its conduct of the litigation. Eaton denied, and continues to deny, these allegations. On December 22, 2010, however, the court dismissed all of Eaton's claims with prejudice based on the court's conclusion that a fraud had been perpetrated on the court by counsel for Eaton of which Eaton was aware or should have been aware. Meanwhile, the Company, several subsidiaries, and the employees sued by Eaton are now pursuing claims (including antitrust claims) and counterclaims against Eaton based on the Eaton misconduct that led to the dismissal of Eaton's claims. Given the court's dismissal of Eaton's claims, we cannot conclude that a loss arising from Eaton's claims is probable; however, given the unusual nature and complexity of the case, we also cannot conclude that the probability of loss is remote, nor can we reasonably estimate the possible loss, or range of loss, that could be incurred by the Company if Eaton were to prevail on appeal and in the litigation that would follow. Even if Eaton were to prevail on appeal, however, we believe we have substantial defenses and would expect to defend the claims vigorously.

Sale of the Charleston 787 business

On July 30, 2009, Vought Aircraft Industries sold the assets and operations of its 787 business conducted at North Charleston, South Carolina ("the Boeing sale agreement") to a wholly owned subsidiary of The Boeing Company ("Boeing"). Following the acquisition of Vought by the Company, Boeing asserted various breaches to the Boeing sale agreement which included alleged losses from aircraft tooling, flawed inventory management and problems with spare parts. The Company and its counsel evaluated all necessary information that existed as of the acquisition date related to the various issues asserted by Boeing. Based on the information accumulated during our measurement period, and the Company's assessment of the probable outcome of this matter, the Company recognized a liability and an indemnification asset, which resulted in a net amount of $5,000. During the fiscal year ended March 31, 2012, the Company settled this matter with Boeing resulting in no additional charges.

Other

Certain of the Company's business operations and facilities are subject to a number of federal, state, local and foreign environmental laws and regulations. Former owners generally indemnify the Company for environmental liabilities related to the assets and businesses acquired which existed prior to the acquisition dates. In the opinion of management, there are no significant environmental contingent liabilities which would have a material effect on the financial condition or operating results of the Company which are not covered by such indemnification.

The Company's risk related to pension projected obligations, $2,241,741 as of March 31, 2012, is significant. This amount is currently in excess of the related plan assets of $1,881,954. Benefit plan assets 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 market value of all of these investment categories may be adversely affected by external events and the movements and volatility in the financial markets including such events as the current credit and real estate market conditions. Declines in the market values of our plan assets could expose the total asset balance to significant risk which may cause an increase to future funding requirements. The Company's risk related to OPEB projected obligations, $380,802 as of March 31, 2012, is also significant.

Some raw materials and operating supplies are subject to price and supply fluctuations caused by market dynamics. The Company's strategic sourcing initiatives seek to find ways of mitigating the inflationary pressures of the marketplace. In recent years, these inflationary pressures have affected the market for raw materials. However, the Company believes that raw material prices will remain stable through the remainder of 2012 and after that, experience increases that are in line with inflation. Additionally, the Company generally does not employ forward contracts or other financial instruments to hedge commodity price risk.

The Company's suppliers' failure to provide acceptable raw materials, components, kits and subassemblies would adversely affect production schedules and contract profitability. The Company maintains an extensive qualification and performance surveillance system to control risk associated with such supply base reliance. The Company is dependent on third parties for certain information technology services. To a lesser extent, the Company is also exposed to fluctuations in the prices of certain utilities and services, such as electricity, natural gas, chemical processing and freight. The Company utilizes a range of long-term agreements and strategic aggregated sourcing to optimize procurement expense and supply risk in these categories.

In the ordinary course of business, the Company is also involved in disputes, claims, lawsuits, and governmental and regulatory inquiries that it deems to be immaterial. Some may involve claims or potential claims of substantial damages, fines or penalties. While the Company cannot predict the outcome of any pending or future litigation or proceeding and no assurances can be given, the Company does not believe that any pending matter will have a material effect, individually or in the aggregate, on its financial position or results of operations.

18. FAIR VALUE MEASUREMENTS

The Company follows the Fair Value Measurement and Disclosures topic of the ASC, which requires additional disclosures about the Company's assets and liabilities that are measured at fair value and establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

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

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

Level 3. Unobservable inputs for the asset or liability

The following table provides the liabilities reported at fair value in Other noncurrent liabilities and assets reported at fair value in Prepaid and other current assets, each measured on a recurring basis:

				March 31, 2012
				Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
Description	Total			(Level 1)		(Level 2)		(Level 3)
Contingent consideration liabilities	$	(2,019	)	$	—	$	—	$	(2,019	)
Derivative assets	$	212		$	—	$	212	$	—

				March 31, 2011
				Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs			Significant Unobservable Inputs
Description	Total			(Level 1)		(Level 2)			(Level 3)
Contingent consideration liabilities	$	(2,870	)	$	—	$	—		$	(2,870	)
Derivative liabilities	$	(377	)	$	—	$	(377	)	$	—

The fair value of the contingent consideration at the date of the acquisition of ANS was $1,926 which was estimated using the income approach based on significant inputs that are not observable in the market. The maximum amount of the ANS earnout that could be earned is $3,000. Key assumptions included a discount rate and probability assessments of each milestone payment being made. The assumptions used to develop the estimate have not changed since the date of acquisition, with the exception of the present value factor.

Due to changes in the projected earnings over the related contingent consideration period, the Company concluded that the fair value of the contingent consideration for the acquisition of Fabritech, which was acquired in March 2010, was zero as of March 31, 2012. The maximum amount of the earnout that could be earned is $16,000. As a result, a benefit of $2,870 was recognized and included within "Interest expense and other" for the fiscal year ended March 31, 2012. In addition, the Company considered these changes in projected earnings to be an indicator of impairment of the associated long-lived asset group (whose carrying value was $9,265 at December 31, 2011) and, as a result, tested these long-lived assets for recoverability as of December 31, 2011 and concluded the long-lived asset group was recoverable.

Derivative liabilities included in the table above relate to derivative financial instruments that the Company uses to manage its exposure to fluctuations in foreign currency exchange rates. Foreign currency exchange contracts are entered into to manage the exchange rate risk of forecasted foreign currency denominated cash payments. The foreign currency exchange contracts are designated as cash flow hedges. The classification of gains and losses resulting from changes in the fair values of derivatives is dependent on the intended use of the derivative and its resulting designation. Adjustments to reflect changes in fair values of derivatives attributable to the effective portion of hedges that are considered highly effective hedges are reflected net of income taxes in accumulated other comprehensive income (loss) until the hedged transaction is recognized in earnings. Changes in the fair value of the derivatives that are attributable to the ineffective portion of the hedges, or of derivatives that are not considered to be highly effective hedges, if any, are immediately recognized in earnings within "Interest expense and other." The aggregate notional amount of our outstanding foreign currency exchange contracts at March 31, 2012 was $6,032.

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

		Amount of Gain (Loss) in OCI (Effective Portion) Year ended March 31,						Reclassification Adjustment Gain (Loss) Amount Year ended March 31,
	Reclassification Adjustment Gain (Loss) Location (Effective Portion)
Cash Flow Hedges		2012			2011			2012		2011
Derivatives	Interest expense and other	$	(364	)	$	(1,188	)	$	156	$	(2,282	)

The amount of ineffectiveness on derivatives is not significant. The Company estimates that approximately $132 of gains presently in accumulated other comprehensive income (loss) will be reclassified into earnings during fiscal 2013.

The following table represents a rollforward of the balances of our liabilities recorded at fair value that are valued using Level 3 inputs:

	March 31, 2011 Balance		Net Purchases (Sales), Issues (Settlements)		Net Realized Appreciation (Depreciation)			Net Unrealized Appreciation (Depreciation)		March 31, 2012 Balance
Contingent consideration	$	2,870	$	1,926	$	(2,777	)	$	—	$	2,019

	March 31, 2010 Balance		Net Purchases (Sales), Issues (Settlements)		Net Realized Appreciation (Depreciation)		Net Unrealized Appreciation (Depreciation)		March 31, 2011 Balance
Contingent consideration	$	2,545	$	—	$	325	$	—	$	2,870

The Financial Instruments topic of the ASC requires disclosure of the estimated fair value of certain financial instruments. These estimated fair values as of March 31, 2012 and 2011 have been determined using available market information and appropriate valuation methodologies. Considerable judgment is required to interpret market data to develop estimates of fair value. The estimates presented are not necessarily indicative of amounts the Company could realize in a current market exchange. The use of alternative market assumptions and estimation methodologies could have had a material effect on these estimates of fair value.

The carrying amounts of certain of our financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximate fair value because of their short maturities. Carrying amounts and the related estimated fair values of the Company's financial instruments not recorded at fair value in the financial statements are as follows:

	March 31, 2012					March 31, 2011
	Carrying Value		Fair Value			Carrying Value			Fair Value
Long-term debt	$	1,158,862	$	1,385,264	1,312,004,000	$	1,312,004	1,483,796,000	$	1,483,796

The fair value of the long-term debt was calculated based on either interest rates available for debt with terms and maturities similar to the Company's existing debt arrangements or broker quotes on our existing debt (Level 2 inputs).

19. CUSTOMER CONCENTRATION

Trade accounts receivable from The Boeing Company ("Boeing") represented approximately 37% and 32% of total accounts receivable as of March 31, 2012 and 2011, respectively. The Company had no other significant concentrations of credit risk. Sales to Boeing for fiscal 2012 were $1,589,432, or 47% of net sales, of which $1,493,786, $65,159 and $30,487 were from the Aerostructures segment, the Aerospace Systems segment and the Aftermarket Services segment, respectively. Sales to Boeing for fiscal 2011 were $1,317,398, or 45% of net sales, of which $1,226,246, $58,207 and $32,945 were from the Aerostructures segment, the Aerospace Systems segment and the Aftermarket Services segment, respectively. Sales to Boeing for fiscal 2010 were $388,975, or 30% of net sales, of which $283,535, $68,668 and $36,772 were from the Aerostructures segment, the Aerospace Systems segment and the Aftermarket Services segment, respectively. No other single customer accounted for more than 10% of the Company's net sales; however, the loss of any significant customer, including Boeing, could have a material adverse effect on the Company and its operating subsidiaries.

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

20. COLLECTIVE BARGAINING AGREEMENTS

Approximately 28% of the Company's labor force is covered under collective bargaining agreements. Approximately 3.2% of the Company's collectively bargained workforce are working under contracts set to expire within one year.

21. SEGMENTS

The Company reports financial performance based on the following three reportable segments: the Aerostructures Group, the Aerospace Systems Group and the Aftermarket Services Group. The Company's CODM utilizes EBITDA as a primary measure of profitability to evaluate performance of its segments and allocate resources.

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.

Segment EBITDA is total segment revenue reduced by operating expenses (less depreciation and amortization) identifiable with that segment. Corporate includes general corporate administrative costs and any other costs not identifiable with one of the Company's segments, including curtailment gains or losses on the Company's defined benefit plans, such as the $40,400 curtailment gain, net for the fiscal year ended March 31, 2012.

The Company does not accumulate net sales information by product or service or groups of similar products and services, and therefore the Company does not disclose net sales by product or service because to do so would be impracticable.

Selected financial information for each reportable segment and the reconciliation of EBITDA to operating income before interest is as follows:

	Year Ended March 31,
	2012			2011			2010
Net sales:
Aerostructures	$	2,571,576		$	2,126,040		$	605,423
Aerospace systems	551,800			513,435			473,409
Aftermarket services	292,674			272,728			224,663
Elimination of inter-segment sales	(8,121		)	(6,855		)	(8,715		)
	$	3,407,929		$	2,905,348		$	1,294,780
Income before income taxes:
Operating income (loss):
Aerostructures	$	403,414		$	267,783		$	102,271
Aerospace systems	90,035			75,292			68,069
Aftermarket services	31,859			28,774			11,226
Corporate	(10,593		)	(57,813		)	(26,285		)
	514,715			314,036			155,281
Interest expense and other	77,138			79,559			28,865
Gain on early extinguishment of debt	—			—			(39		)
	$	437,577		$	234,477		$	126,455
Depreciation and amortization:
Aerostructures	$	89,113		$	69,451		$	24,025
Aerospace systems	17,363			17,183			16,804
Aftermarket services	9,487			11,101			12,855
Corporate	3,761			1,922			734
	$	119,724		$	99,657		$	54,418
Amortization of acquired contract liabilities, net:
Aerostructures	$	26,684		$	29,214		$	—
EBITDA:
Aerostructures	$	465,843		$	308,020		$	126,296
Aerospace systems	107,398			92,475			84,873
Aftermarket services	41,346			39,875			24,081
Corporate	(47,232		)	(55,891		)	(25,551		)
	$	567,355		$	384,479		$	209,699

	Year Ended March 31,
	2012		2011		2010
Capital expenditures:
Aerostructures	$	64,633	$	57,390	$	9,107
Aerospace systems	14,747		11,534		11,136
Aftermarket services	8,682		4,656		3,895
Corporate	5,907		16,445		7,527
	$	93,969	$	90,025	$	31,665

	March 31,
	2012		2011
Total Assets:
Aerostructures	$	3,593,091	$	3,509,750
Aerospace systems	556,485		554,235
Aftermarket services	317,440		307,413
Corporate	87,741		101,262
Discontinued operations	—		4,574
	$	4,554,757	$	4,477,234

During fiscal years ended March 31, 2012, 2011 and 2010, the Company had foreign sales of $463,864, $394,827 and $255,975, respectively. The Company reports as foreign sales those sales with delivery points outside of the United States. As of March 31, 2012 and 2011, the Company had foreign long-lived assets of $90,336 and $95,926, respectively.

22. SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS

The Company's 2017 Notes and the 2018 Notes are fully and unconditionally guaranteed on a joint and several basis by Guarantor Subsidiaries. The total assets, stockholder's equity, revenue, earnings and cash flows from operating activities of the Guarantor Subsidiaries exceeded a majority of the consolidated total of such items as of and for the periods reported. The only consolidated subsidiaries of the Company that are not guarantors of the 2017 Notes and the 2018 Notes (the "Non-Guarantor Subsidiaries") are: (i) the receivables securitization special purpose entity, and (ii) the foreign operating subsidiaries. The following tables present condensed consolidating financial statements including Triumph Group, Inc. (the "Parent"), the Guarantor Subsidiaries, and the Non-Guarantor Subsidiaries. Such financial statements include balance sheets as of March 31, 2012 and 2011, statements of income and comprehensive income for the fiscal years ended March 31, 2012, 2011 and 2010, and statements of cash flows for the fiscal years ended March 31, 2012, 2011 and 2010.

SUMMARY CONSOLIDATING BALANCE SHEETS:

	March 31, 2012
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Current assets:
Cash and cash equivalents	$	7,969		$	2,237	$	19,456		$	—		$	29,662
Trade and other receivables, net	225			209,146		231,237			—			440,608
Inventories	—			789,913		28,043			—			817,956
Rotable assets	—			24,468		10,086			—			34,554
Deferred income taxes	—			72,259		—			—			72,259
Prepaid expenses and other	5,956			13,156		4,232			—			23,344
Total current assets	14,150			1,111,179		293,054			—			1,418,383
Property and equipment, net	10,444			674,036		48,900			—			733,380
Goodwill and other intangible assets, net	1,006			2,326,112		48,932			—			2,376,050
Other, net	25,060			1,488		396			—			26,944
Intercompany investments and advances	555,684			318,713		1,957			(876,354		)	—
Total assets	$	606,344		$	4,431,528	$	393,239		$	(876,354	)	$	4,554,757
Current liabilities:
Current portion of long-term debt	$	128,996		$	13,241	$	—		$	—		$	142,237
Accounts payable	2,548			257,136		6,440			—			266,124
Accrued expenses	46,123			256,413		9,084			—			311,620
Total current liabilities	177,667			526,790		15,524			—			719,981
Long-term debt, less current portion	847,049			49,576		120,000			—			1,016,625
Intercompany debt	(2,227,499		)	2,032,973		194,526			—			—
Accrued pension and other postretirement benefits, noncurrent	7,119			693,006		—			—			700,125
Deferred income taxes and other	8,639			317,362		(1,344		)	—			324,657
Total stockholders' equity	1,793,369			811,821		64,533			(876,354		)	1,793,369
Total liabilities and stockholders' equity	$	606,344		$	4,431,528	$	393,239		$	(876,354	)	$	4,554,757

SUMMARY CONSOLIDATING BALANCE SHEETS:

	March 31, 2011
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Current assets:
Cash and cash equivalents	$	17,270		$	1,753	$	20,305		$	—		$	39,328
Trade and other receivables, net	—			155,126		219,365			—			374,491
Inventories	—			750,311		31,403			—			781,714
Rotable assets	—			22,032		4,575			—			26,607
Deferred income taxes	—			68,536		—			—			68,536
Prepaid and other	7,514			9,967		660			—			18,141
Assets held for sale	—			4,574		—			—			4,574
Total current assets	24,784			1,012,299		276,308			—			1,313,391
Property and equipment, net	38,028			680,929		15,922			—			734,879
Goodwill and other intangible assets, net	1,677			2,336,735		51,788			—			2,390,200
Other, net	36,767			1,752		245			—			38,764
Intercompany investments and advances	673,212			65,510		4,199			(742,921		)	—
Total assets	$	774,468		$	4,097,225	$	348,462		$	(742,921	)	$	4,477,234
Current liabilities:
Current portion of long-term debt	$	180,669		$	17,177	$	102,406		$	—		$	300,252
Accounts payable	4,259			247,002		11,455			—			262,716
Accrued expenses	44,887			257,518		10,949			—			313,354
Liabilities related to assets held for sale	—			431		—			—			431
Total current liabilities	229,815			522,128		124,810			—			876,753
Long-term debt, less current portion	955,009			56,743		—			—			1,011,752
Intercompany debt	(2,060,150		)	1,916,421		143,729			—			—
Accrued pension and other postretirement benefits, noncurrent	5,906			687,502		—			—			693,408
Deferred income taxes and other	11,671			252,849		(1,416		)	—			263,104
Total stockholders' equity	1,632,217			661,582		81,339			(742,921		)	1,632,217
Total liabilities and stockholders' equity	$	774,468		$	4,097,225	$	348,462		$	(742,921	)	$	4,477,234

CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME:

	Fiscal year ended March 31, 2012
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net sales	$	—		$	3,310,929		$	104,229		$	(7,229	)	$	3,407,929
Operating costs and expenses:
Cost of sales	—			2,492,513			79,711			(7,229		)	2,564,995
Selling, general and administrative	33,936			190,145			18,472			—			242,553
Acquisition-related	6,342			—			—			—			6,342
Curtailment gain	(40,400		)	—			—			—			(40,400		)
Depreciation and amortization	1,933			112,477			5,314			—			119,724
	1,811			2,795,135			103,497			(7,229		)	2,893,214
Operating (loss) income	(1,811		)	515,794			732			—			514,715
Intercompany interest and charges	(188,865		)	185,282			3,583			—			—
Interest expense and other	75,959			4,322			(3,143		)	—			77,138
Income from continuing operations, before income taxes	111,095			326,190			292			—			437,577
Income tax expense	22,467			133,371			117			—			155,955
Income from continuing operations	88,628			192,819			175			—			281,622
Loss on discontinued operations, net	—			(765		)	—			—			(765		)
Net income	88,628			192,054			175			—			280,857
Other comprehensive income (loss)	232			(127,157		)	(2,852		)	—			(129,777		)
Total comprehensive income	$	88,860		$	64,897		$	(2,677	)	$	—		$	151,080

CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME:

	Fiscal year ended March 31, 2011
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net sales	$	—		$	2,813,506		$	97,630		$	(5,788	)	$	2,905,348
Operating costs and expenses:
Cost of sales	—			2,169,678			67,974			(5,788		)	2,231,864
Selling, general and administrative	34,989			189,486			14,414			—			238,889
Acquisition-related	20,902			—			—			—			20,902
Depreciation and amortization	1,922			94,235			3,500			—			99,657
	57,813			2,453,399			85,888			(5,788		)	2,591,312
Operating (loss) income	(57,813		)	360,107			11,742			—			314,036
Intercompany interest and charges	(163,530		)	160,290			3,240			—			—
Interest expense and other	74,343			8,292			(3,076		)	—			79,559
Income from continuing operations, before income taxes	31,374			191,525			11,578			—			234,477
Income tax expense	11,758			69,121			1,187			—			82,066
Income from continuing operations	19,616			122,404			10,391			—			152,411
Loss on discontinued operations, net	—			(2,512		)	—			—			(2,512		)
Net income	19,616			119,892			10,391			—			149,899
Other comprehensive income	1,188			114,780			3,798			—			119,766
Total comprehensive income	$	20,804		$	234,672		$	14,189		$	—		$	269,665

CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME:

	Fiscal year ended March 31, 2010
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
Net sales	$	—		$	1,227,738		$	79,029	$	(11,987	)	$	1,294,780
Operating costs and expenses:
Cost of sales	—			881,828			57,370		(11,987		)	927,211
Selling, general and administrative	25,551			122,521			9,798		—			157,870
Depreciation and amortization	734			50,668			3,016		—			54,418
	26,285			1,055,017			70,184		(11,987		)	1,139,499
Operating (loss) income	(26,285		)	172,721			8,845		—			155,281
Intercompany interest and charges	(87,564		)	87,092			472		—			—
Interest expense and other	23,415			3,529			1,921		—			28,865
Gain on extinguishment of debt	(39		)	—			—		—			(39		)
Income from continuing operations, before income taxes	37,903			82,100			6,452		—			126,455
Income tax expense	9,365			30,188			1,614		—			41,167
Income from continuing operations	28,538			51,912			4,838		—			85,288
Loss on discontinued operations, net	—			(17,526		)	—		—			(17,526		)
Net income	28,538			34,386			4,838		—			67,762
Other comprehensive income (loss)	740			(17		)	2,215		—			2,938
Total comprehensive income	$	29,278		$	34,369		$	7,053	$	—		$	70,700

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:

	Fiscal year ended March 31, 2012
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated Total
Net income	$	88,628		$	192,054		$	175		$	—	$	280,857
Adjustments to reconcile net income to net cash provided by (used in) operating activities	(22,063		)	(16,455		)	(14,558		)	—		(53,076		)
Net cash provided by (used in) operating activities	66,565			175,599			(14,383		)	—		227,781
Capital expenditures	(2,891		)	(85,441		)	(5,637		)	—		(93,969		)
Reimbursements of capital expenditures	—			3,437			—			—		3,437
Proceeds from sale of assets and businesses	4,952			3,690			116			—		8,758
Cash used for businesses and intangible assets acquired	—			11,951			—			—		11,951
Net cash provided by (used in) investing activities	2,061			(66,363		)	(5,521		)	—		(69,823		)
Net increase in revolving credit facility	235,000			—			—			—		235,000
Proceeds on issuance of debt	—			5,853			86,400			—		92,253
Retirements and repayments of debt	(398,908		)	(16,857		)	(68,773		)	—		(484,538		)
Payments of deferred financing costs	(3,999		)	—			—			—		(3,999		)
Dividends paid	(6,899		)	—			—			—		(6,899		)
Repayment of governmental grant	—			(2,180		)	—			—		(2,180		)
Repurchase of restricted shares for minimum tax obligation	(609		)	—			—			—		(609		)
Proceeds from exercise of stock options, including excess tax benefit	4,721			—			—			—		4,721
Intercompany financing and advances	92,767			(95,568		)	2,801			—		—
Net cash (used in) provided by financing activities	(77,927		)	(108,752		)	20,428			—		(166,251		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(1,373		)	—		(1,373		)
Net change in cash and cash equivalents	(9,301		)	484			(849		)	—		(9,666		)
Cash and cash equivalents at beginning of year	17,270			1,753			20,305			—		39,328
Cash and cash equivalents at end of year	$	7,969		$	2,237		$	19,456		$	—	$	29,662

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:

	Fiscal year ended March 31, 2011
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated Total
Net income	$	19,616		$	119,892		$	10,391		$	—	$	149,899
Adjustments to reconcile net income to net cash provided by (used in) operating activities	34,398			(14,850		)	(27,143		)	—		(7,595		)
Net cash provided by (used in) operating activities	54,014			105,042			(16,752		)	—		142,304
Capital expenditures	(16,445		)	(72,237		)	(1,343		)	—		(90,025		)
Proceeds from sale of assets and businesses	—			4,156			57			—		4,213
Cash used for businesses and intangible assets acquired	—			(333,228		)	—			—		(333,228		)
Net cash used in investing activities	(16,445		)	(401,309		)	(1,286		)	—		(419,040		)
Net increase in revolving credit facility	85,000			—			—			—		85,000
Proceeds on issuance of debt	695,695			10			150,400			—		846,105
Retirements and repayments of debt	(593,104		)	(25,761		)	(126,987		)	—		(745,852		)
Payments of deferred financing costs	(22,790		)	—			—			—		(22,790		)
Dividends paid	(3,574		)	—			—			—		(3,574		)
Repayment of governmental grant	—			(1,695		)	—			—		(1,695		)
Repurchase of restricted shares for minimum tax obligation	(1,861		)	—			—			—		(1,861		)
Proceeds from exercise of stock options, including excess tax benefit	3,034			—			—			—		3,034
Intercompany financing and advances	(331,136		)	323,754			7,382			—		—
Net cash (used in) provided by financing activities	(168,736		)	296,308			30,795			—		158,367
Effect of exchange rate changes on cash and cash equivalents	—			—			479			—		479
Net change in cash and cash equivalents	(131,167		)	41			13,236			—		(117,890		)
Cash and cash equivalents at beginning of year	148,437			1,712			7,069			—		157,218
Cash and cash equivalents at end of year	$	17,270		$	1,753		$	20,305		$	—	$	39,328

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:

	Fiscal year ended March 31, 2010
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated Total
Net income	$	28,538		$	34,386		$	4,838		$	—	$	67,762
Adjustments to reconcile net income to net cash provided by operating activities	23,247			73,207			5,432			—		101,886
Net cash provided by operating activities	51,785			107,593			10,270			—		169,648
Capital expenditures	(1,815		)	(22,900		)	(6,950		)	—		(31,665		)
Proceeds from sale of assets and businesses	—			614			1			—		615
Cash used for businesses and intangible assets acquired	—			(27,674		)	(3,819		)	—		(31,493		)
Net cash used in investing activities	(1,815		)	(49,960		)	(10,768		)	—		(62,543		)
Net decrease in revolving credit facility	(127,730		)	—			—			—		(127,730		)
Proceeds on issuance of debt	172,477			14,453			—			—		186,930
Retirements and repayments of debt	(4,446		)	(9,262		)	(103		)	—		(13,811		)
Payments of deferred financing costs	(8,344		)	—			—			—		(8,344		)
Dividends paid	(2,666		)	—			—			—		(2,666		)
Withholding of restricted shares for minimum tax obligation	(470		)	—			—			—		(470		)
Proceeds from exercise of stock options, including excess tax benefit	1,367			—			—			—		1,367
Intercompany financing and advances	64,458			(66,569		)	2,111			—		—
Net cash (used in) provided by financing activities	94,646			(61,378		)	2,008			—		35,276
Effect of exchange rate changes on cash and cash equivalents	—			—			359			—		359
Net change in cash and cash equivalents	144,616			(3,745		)	1,869			—		142,740
Cash and cash equivalents at beginning of year	3,821			5,457			5,200			—		14,478
Cash and cash equivalents at end of year	$	148,437		$	1,712		$	7,069		$	—	$	157,218

23. RELATED PARTY TRANSACTIONS

The Company has commercial relationships with Wesco Aircraft Hardware Corp ("Wesco") and Sequa Corporation ("Sequa"). Wesco is a distributor of aerospace hardware and provider of inventory management services under which Wesco provides aerospace hardware to the Company pursuant to long-term contracts. Sequa is a diversified aerospace and industrial company comprised of six businesses with leading positions in niche markets. The Carlyle Group owns a majority stake in both Wesco and Sequa and is the Company's largest stockholder since the acquisition of Vought. The Carlyle Group may indirectly benefit from its economic interests in Wesco and Sequa from its contractual relationships with the Company.

The total amounts paid to Wesco pursuant to the Company's respective contracts for the fiscal years ended March 31, 2012 and 2011 were $48,563 and $35,504, respectively. As of March 31, 2012, the Company had accounts payable to Wesco of $5,047.

The total amounts paid to Sequa pursuant to the Company's respective contracts for the fiscal years ended March 31, 2012 and 2011 were $6,983 and $285, respectively. The Company also had net sales to Sequa of $5,760 and $5,639 for the fiscal years ended March 31, 2012 and 2011, respectively. As of March 31, 2012, the Company had accounts payable to Sequa of $83, as well as accounts receivable of $1,538.

24. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

	Fiscal 2012												Fiscal 2011
	June 30			Sept. 30			Dec. 31			Mar. 31 (4)			June 30 (5) (6)			Sept. 30			Dec. 31				Mar. 31
BUSINESS SEGMENT SALES
Aerostructures	$	643,306		$	587,977		$	626,046		$	714,247		$	231,335		$	577,700		$	613,544			$	703,461
Aerospace Systems	133,010			133,775			133,291			151,724			117,433			123,500			124,693				147,809
Aftermarket Services	70,368			70,547			68,639			83,120			59,797			68,686			74,709				69,536
Inter-segment Elimination	(1,621		)	(1,771		)	(2,014		)	(2,715		)	(1,356		)	(1,686		)	(2,093		)		(1,720		)
TOTAL SALES	$	845,063		$	790,528		$	825,962		$	946,376		$	407,209		$	768,200		$	810,853			$	919,086
GROSS PROFIT(1)	$	176,965		$	179,705		$	187,296		$	219,629		$	98,425		$	157,427		$	163,300			$	191,840
OPERATING INCOME
Aerostructures	$	87,974		$	92,489		$	103,947		$	119,004		$	36,067		$	69,964		$	70,606			$	91,146
Aerospace Systems	22,417			22,644			18,623			26,351			18,348			17,149			17,436				22,359
Aftermarket Services	6,961			7,015			6,917			10,966			4,121			8,163			9,494				6,996
Corporate	(11,972		)	(13,692		)	(11,847		)	26,918			(25,686		)	(9,159		)	(10,877		)		(12,091		)
TOTAL OPERATING INCOME	$	105,380		$	108,456		$	117,640		$	183,239		$	32,850		$	86,117		86,659				$	108,410
INCOME (LOSS) FROM
Continuing Operations	$	50,904		$	58,564		$	65,903		$	106,251		$	11,580		$	41,821		$	44,980			$	54,030
Discontinued Operations	(689		)	(76		)	—			—			(208		)	(281		)	(336		)		(1,687		)
NET INCOME	$	50,215		$	58,488		$	65,903		$	106,251		$	11,372		$	41,540		$	44,644			$	52,343
Basic Earnings (Loss) per share(2)
Continuing Operations	$	1.05		$	1.20		$	1.35		$	2.16		$	0.33		$	0.87		$	0.93			$	1.12
Discontinued Operations	(0.01		)	—			—			—			(0.01		)	(0.01		)	(0.01		)		(0.03		)
Net Income	$	1.04		$	1.20		$	1.35		$	2.16		$	0.32		$	0.86		$	0.93		*	$	1.09
Diluted Earnings (Loss) per share(2)(3)
Continuing Operations	$	0.99		$	1.13		$	1.27		$	2.03		$	0.31		$	0.84		$	0.88			$	1.05
Discontinued Operations	(0.01		)	—			—			—			(0.01		)	(0.01		)	(0.01		)		(0.03		)
Net Income	$	0.98		$	1.13		$	1.27		$	2.03		$	0.30		$	0.83		$	0.88		*	$	1.02

* Difference due to rounding.

(1) Gross profit includes depreciation.

(2) The sum of the earnings for Continuing Operations and Discontinued Operations does not necessarily equal the earnings for the quarter due to rounding.

(3) The sum of the diluted earnings per share for the four quarters does not necessarily equal the total year diluted earnings per share due to the dilutive effect of the potential common shares related to the convertible debt.

(4) Includes a pre-tax curtailment gain, net of $40,400 due to amendments made to the Company's defined benefit plans as disclosed in Note 15.

(5) Includes the results of Vought from June 16, 2010 through June 30, 2010.

(6) Includes acquisition expenses of $17,367 from the acquisition of Vought.

25. SUBSEQUENT EVENTS

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 $1,000,000 outstanding at any time, with a $50,000 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).

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 and accrued but unpaid interest settled in cash and the conversion benefit settled through the issuance of 310,632 shares.

TRIUMPH GROUP, INC.

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

(Dollars in thousands)

	Balance at beginning of year		Additions charged to expense	Additions(1)	(Deductions)(2)		Balance at end of year
For year ended March 31, 2012:
Allowance for doubtful accounts receivable	$	3,196	1,282	528	(1,106	)	$	3,900
For year ended March 31, 2011:
Allowance for doubtful accounts receivable	$	4,276	152	16	(1,248	)	$	3,196
For year ended March 31, 2010:
Allowance for doubtful accounts receivable	$	5,641	773	699	(2,837	)	$	4,276

(1) Additions consist of trade and other receivable recoveries and miscellaneous adjustments.

(2) Deductions represent write-offs of related account balances.

53

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of March 31, 2012, we completed an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2012.

54

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Triumph Group, Inc. ("Triumph") is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Triumph's internal control system over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The company's internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in condition, or that the degree of compliance with the policies or procedures may deteriorate.

Triumph's management assessed the effectiveness of Triumph's internal control over financial reporting as of March 31, 2012. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on management's assessment and those criteria, management believes that Triumph maintained effective internal control over financial reporting as of March 31, 2012.

Triumph's independent registered public accounting firm, Ernst & Young LLP, has audited the Company's effectiveness of Triumph's internal control over financial reporting. This report appears on the following page.

/s/ RICHARD C. ILL

Richard C. Ill

Chairman and Chief Executive Officer

/s/ M. DAVID KORNBLATT

M. David Kornblatt

Executive Vice President,

Chief Financial Officer & Treasurer

/s/ KEVIN E. KINDIG

Kevin E. Kindig

Vice President and Controller

May 25, 2012

55

Report of Independent Registered Public Accounting Firm

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

We have audited Triumph Group, Inc.'s internal control over financial reporting as of March 31, 2012, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Triumph Group, Inc.'s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Triumph Group, Inc. maintained, in all material respects, effective internal control over financial reporting as of March 31, 2012, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Triumph Group, Inc., as of March 31, 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 of Triumph Group, Inc. and our report dated May 25, 2012 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP  

Philadelphia, Pennsylvania

May 25, 2012

56

Changes in Internal Control Over Financial Reporting

In addition to management's evaluation of disclosure controls and procedures as discussed above, we continue to review and enhance our policies and procedures for internal control over financial reporting.

We have developed and implemented a formal set of internal controls and procedures for financial reporting in accordance with the SEC's rules regarding management's report on internal controls. As a result of continued review and testing by management and by our internal and independent auditors, additional changes may be made to our internal controls and procedures. However, we did not make any changes to our internal control over financial reporting in our fourth quarter of fiscal 2012 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required for directors is incorporated herein by reference to our definitive Proxy Statement for our 2012 Annual Meeting of Stockholders, which shall be filed within 120 days after the end of our fiscal year (the "2012 Proxy Statement"). Information required by this item concerning executive officers is included in Part I of this Annual Report on Form 10-K.

Section 16(a) Beneficial Ownership Reporting Compliance

The information required regarding Section 16(a) beneficial ownership reporting compliance is incorporated herein by reference to the 2012 Proxy Statement.

Code of Business Conduct

The information required regarding our Code of Business Conduct is incorporated herein by reference to the 2012 Proxy Statement.

Stockholder Nominations

The information required with respect to any material changes to the procedures by which stockholders may recommend nominees to the Company's board of directors is incorporated herein by reference to the 2012 Proxy Statement.

Audit Committee and Audit Committee Financial Expert

The information required with respect to the Audit Committee and Audit Committee financial experts is incorporated herein by reference to the 2012 Proxy Statement.

Item 11. Executive Compensation

The information required regarding executive compensation is incorporated herein by reference to the 2012 Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required under this item is incorporated herein by reference to the 2012 Proxy Statement.

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

The information required under this item is incorporated herein by reference to the 2012 Proxy Statement.

Item 14. Principal Accountant Fees and Services

The information required under this item is incorporated herein by reference to the 2012 Proxy Statement.

57

PART IV

Item 15.    Exhibits, Financial Statement Schedules

(a) Financial Statements

(1) The following consolidated financial statements are included in Item 8 of this report:

Triumph Group, Inc.	Page
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm	52
Consolidated Balance Sheets as of March 31, 2012 and 2011	52
Consolidated Statements of Income for the Fiscal Years Ended March 31, 2012, 2011 and 2010	52
Consolidated Statements of Stockholders' Equity for the Fiscal Years Ended March 31, 2012, 2011 and 2010	52
Consolidated Statements of Cash Flows for the Fiscal Years Ended March 31, 2012, 2011 and 2010	52
Consolidated Statements of Comprehensive Income for the Fiscal Years Ended March 31, 2012, 2011 and 2010	52
Notes to Consolidated Financial Statements	53

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

	Page
Schedule II—Valuation and Qualifying Accounts	53

All other schedules have been omitted as not applicable or because the information is included elsewhere in the Consolidated Financial Statements or notes thereto.

(3) The following is a list of exhibits. Where so indicated by footnote, exhibits which were previously filed are incorporated by reference.

Exhibit Number		Description
2.1		Agreement and Plan of Merger by and among Triumph Group, Inc., Vought Aircraft Industries, Inc., Spitfire Merger Corporation and TC Group, L.L.C., as the Holder Representative March 23, 2010.(14)
3.1		Amended and Restated Certificate of Incorporation of Triumph Group, Inc.(1)
3.2		Amended and Restated By-Laws of Triumph Group, Inc.(2)
4.1		Form of certificate evidencing Common Stock of Triumph Group, Inc.(2)
4.2		Indenture, dated as of September 18, 2006, between Triumph Group, Inc. and The Bank of New York Trust Company, N.A. relating to the 2.625% Convertible Senior Subordinated Notes Due 2026.(3)
4.3		Form of the 2.625% Convertible Senior Subordinated Note Due 2026. (Included as Exhibit A to Exhibit 4.2).(3)
4.4		Registration Rights Agreement, dated as of September 18, 2006, between Triumph Group, Inc. and Banc of America Securities LLC.(3)
4.5		Indenture, dated as of November 16, 2009, between Triumph Group, Inc. and U.S. Bank National Association, as trustee, relating to the 8% Senior Subordinated Notes due 2017.(15)
4.6		Form of 8% Senior Subordinated Notes due 2017.(15)
4.7		Registration Rights Agreement, dated November 16, 2009, by and among Triumph Group, Inc., the Guarantors party thereto, and the other parties thereto.(15)
4.8		Indenture, dated as of June 16, 2010, between Triumph Group, Inc. and U.S. Bank National Association, as trustee, relating to the 8.625% Senior Subordinated Notes Due 2018.(16)
4.9		Registration Rights Agreement, dated as of June 16, 2010, by and among Triumph Group, Inc., RBC Capital Markets Corporation, UBC Securities LLC, PNC Capital Markets LLC, BB&T Capital Markets, a division of Scott & Stringfellow LLC and US Bancorp Investments Inc.(16)
10.1	*	Amended and Restated Directors' Stock Incentive Plan.
10.2		Form of Deferred Stock Unit Award Agreement under the Amended and Restated Directors' Stock Incentive Plan.(4)

58

Exhibit Number		Description
10.3	*#	2004 Stock Incentive Plan.
10.4		Credit Agreement dated May 10, 2010 by and among Triumph Group, Inc., PNC Bank National Association, as Administrative Agent, Sovereign Bank, as Documentation Agent, Citizens Bank of Pennsylvania and U.S. Bank National Association, as Syndication Agent, and JPMorgan Chase Bank, N.A., Royal Bank of Canada, Branch Bank & Trust Company and Manufacturers and Traders Trust Company, in their capacity as managing agents for the Banks.(6)
10.5	#	Triumph Group, Inc. Supplemental Executive Retirement Plan effective January 1, 2003.(9)
10.6		Compensation for the non-employee members of the Board of Directors of Triumph Group, Inc.(4)
10.7	#	Form of Stock Award Agreement under the 2004 Stock Incentive Plan.(10)
10.8	#	Form of letter confirming Stock Award Agreement under the 2004 Stock Incentive Plan.(10)
10.9	#	Description of the Triumph Group, Inc. Annual Cash Bonus Plan.(11)
10.1	#	Change of Control Employment Agreement with: Richard C. Ill, M. David Kornblatt, John B. Wright, II and Kevin E. Kindig.(12)
10.11	#	Restricted Stock Award Agreement for M. David Kornblatt.(13)
10.12		Form of Receivables Purchase Agreement, by and among the Triumph Group, Inc., as Initial Servicer, Triumph Receivables, LLC, as Seller, the various Purchasers and Purchase Agents from time to time party thereto and PNC National Association, as Administrative Agent.(8)
10.13		Stockholders Agreement, dated as of March 23, 2010, among Triumph Group, Inc., Carlyle Partners III, L.P., Carlyle Partners II, L.P., Carlyle International Partners II, L.P., Carlyle-Aerostructures Partners, L.P., CHYP Holdings, L.L.C., Carlyle-Aerostructures Partners II, L.P., CP III Coinvestment, L.P., C/S International Partners, Carlyle-Aerostructures International Partners, L.P., Carlyle-Contour Partners, L.P., Carlyle SBC Partners II, L.P., Carlyle International Partners III, L.P., Carlyle-Aerostructures Management, L.P., Carlyle-Contour International Partners, L.P., Carlyle Investment Group,  L.P. and TC Group, L.L.C.(14)
10.14		Form of Amended and Restated Credit Agreement, dated as of April 5, 2011, by and among Triumph Group, Inc., substantially all of its domestic subsidiaries and certain of its foreign subsidiaries, PNC Bank National Association, as Administrative Agent, the lenders party thereto, PNC Capital Markets LLC, RBS Securities Inc., J.P. Morgan Securities, LLC and RBC Capital Markets, as Joint Lead Arrangers, Citizens Bank of Pennsylvania, JPMorgan Chase Bank, N.A. and Royal Bank of Canada, as Syndication Agents, U.S. Bank National Association, Sovereign Bank, Manufacturers and Traders Trust Company and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Documentation Agents.(7)
10.15		Guarantee and Collateral Agreement, dated as of June 16, 2010, made by Triumph Group, Inc. in favor of PNC Bank, National Association, as Administrative and Collateral Agent for the other Secured Parties.(16)
10.16		Intercreditor Agreement, dated as of June 16, 2010, by and among Triumph Group, Inc., PNC Bank National Association and Royal Bank of Canada.(16)
10.17		First Amendment to the May 10, 2010 Credit Agreement, dated as of June 16, 2010, by and among Triumph Group, Inc., PNC Bank, National Association, as Administrative Agent, Sovereign Bank, as Documentation Agent, Citizens Bank of Pennsylvania and U.S. Bank National Association, as Syndication Agents, and JPMorgan Chase Bank, N.A., Royal Bank of Canada, Branch Bank & Trust Company and Manufacturers and Traders Trust Company, in their capacity as managing agents for the Banks.(16)
10.18		Credit Agreement, dated as of June 16, 2010, by and among Triumph Group, Inc., Royal Bank of Canada as Administrative Agent, RBC Capital Markets as Lead Arranger, RBC Capital Markets, PNC Bank, National Association and Citizens Bank of Pennsylvania as Joint Bookrunners, Citizens Bank of Pennsylvania and U.S. Bank National Association, as Documentation Agents and PNC Bank, National Association, as Syndication Agent.(16)
10.19		Guarantee and Collateral Agreement, dated as of June 16, 2010, made by Triumph Group, Inc. in favor of Royal Bank of Canada, as Administrative Agent.(16)
10.20		Third Amendment to Receivables Purchase Agreement, dated as of June 21, 2010, by and among Triumph Receivables LLC, Triumph Group, Inc., Market Street Funding LLC and PNC Bank, National Association.(17)
10.21		Triumph Group, Inc. Executive Incentive Plan, effective September 28, 2010.(18)
10.22	#	Form of letter informing Triumph Group, Inc. executives they are eligible to participate in the Company's Long Term Incentive Plan.(19)

59

Exhibit Number		Description
10.23	#	Form of letter informing Triumph Group, Inc. executives they have earned an award under the Company's Long Term Incentive Plan and the amount of the award.(19)
10.24	#	Change of Control Employment Agreement with Jeffry Frisby.(19)
10.25	*	Second Amended and Restated Credit Agreement, dated as of May 23, 2012, by and among Triumph Group, Inc., substantially all of its domestic subsidiaries and certain of its foreign subsidiaries, PNC Bank National Association, as Administrative Agent, the lenders party thereto, PNC Capital Markets LLC, RBS Securities Inc., J.P. Morgan Securities, LLC, RBC Capital Markets and Sovereign Bank, N.A., as Joint Lead Arrangers and Joint Bookrunners, Citizens Bank of Pennsylvania, JPMorgan Chase Bank, N.A., Royal Bank of Canada, and Sovereign Bank, N.A., as Syndication Agents, The Bank of Tokyo-Mitsubishi UFJ, Ltd, U.S. Bank National Association, TD Bank, N.A., and Manufacturers and Traders Trust Company, as Documentation Agents.
21.1	*	Subsidiaries of Triumph Group, Inc.
23.1	*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
31.1	*	Principal Executive Officer Certification Required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
31.2	*	Principal Financial Officer Certification Required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
32.1	*	Principal Executive Officer Certification Required by Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350.
32.2	*	Principal Financial Officer Certification Required by Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350.
101	*	The following financial information from Triumph Group, Inc.'s Annual Report on Form 10-K for the fiscal year ended March 31, 2012 formatted in XBRL: (i) Consolidated Balance Sheets as of March 31, 2012 and 2011; (ii) Consolidated Statements of Income for the fiscal years ended March 31, 2012, 2011 and 2010; (iii) Consolidated Statements of Stockholders' Equity for the fiscal years ended March 31, 2012, 2011 and 2010; (iv) Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2012, 2011 and 2010; (v) Consolidated Statements of Comprehensive Income for the fiscal years ended March 31, 2012, 2011 and 2010; and (vi) Notes to the Consolidated Financial Statements.

________________________________

(1) Incorporated by reference to our Proxy Statement on Schedule 14A for the 2008 Annual Meeting of Stockholders.

(2) Incorporated by reference to our Current Report on Form 8-K filed on April 26, 2012.

(3) Incorporated by reference to our Current Report on Form 8-K filed on September 22, 2006.

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

(5) Incorporated by reference to our Proxy Statement on Schedule 14A for the 2004 Annual Meeting of Stockholders.

(6) Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended March 31, 2010.

(7) Incorporated by reference to our Current Report on Form 8-K filed on April 11, 2011.

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

(9) Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended March 31, 2003.

(10) Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended March 31, 2009.

(11) Incorporated by reference to our Current Report on Form 8-K filed on July 31, 2007.

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

(13) Incorporated by reference to our Current Report on Form 8-K filed on June 14, 2007.

(14) Incorporated by reference to our Current Report on Form 8-K filed on March 23, 2010.

(15) Incorporated by reference to our Current Report on Form 8-K filed on November 19, 2009.

(16) Incorporated by reference to our Current Report on Form 8-K filed on June 22, 2010.

60

(17) Incorporated by reference to our Current Report on Form 8-K filed on June 25, 2010.

(18) Incorporated by reference to our Current Report on Form 8-K filed on November 5, 2010.

(19) Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended March 31, 2011.

* Filed herewith.

# Compensation plans and arrangements for executives and others.

61

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed by the undersigned, thereunto duly authorized.

		TRIUMPH GROUP, INC.
			/s/ RICHARD C. ILL
Dated:	May 25, 2012	By:	Richard C. Ill Chairman and Chief Executive Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ RICHARD C. ILL	Chairman, Chief Executive Officer and Director (Principal Executive Officer)	May 25, 2012
Richard C. Ill
/s/ M. DAVID KORNBLATT	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	May 25, 2012
M. David Kornblatt
/s/ KEVIN E. KINDIG	Vice President and Controller (Principal Accounting Officer)	May 25, 2012
Kevin E. Kindig
/s/ PAUL BOURGON	Director	May 25, 2012
Paul Bourgon
/s/ ELMER L. DOTY	Director	May 25, 2012
Elmer L. Doty
/s/ RALPH E. EBERHART	Director	May 25, 2012
Ralph E. Eberhart
/s/ RICHARD C. GOZON	Director	May 25, 2012
Richard C. Gozon
/s/ CLAUDE F. KRONK	Director	May 25, 2012
Claude F. Kronk
/s/ ADAM J. PALMER	Director	May 25, 2012
Adam J. Palmer
/s/ JOSEPH M. SILVESTRI	Director	May 25, 2012
Joseph M. Silvestri
/s/ GEORGE SIMPSON	Director	May 25, 2012
George Simpson

62

EXHIBIT INDEX

Exhibit Number		Description
2.1		Agreement and Plan of Merger by and among Triumph Group, Inc., Vought Aircraft Industries, Inc., Spitfire Merger Corporation and TC Group, L.L.C., as the Holder Representative March 23, 2010.(14)
3.1		Amended and Restated Certificate of Incorporation of Triumph Group, Inc.(1)
3.2		Amended and Restated By-Laws of Triumph Group, Inc.(2)
4.1		Form of certificate evidencing Common Stock of Triumph Group, Inc.(2)
4.2		Indenture, dated as of September 18, 2006, between Triumph Group, Inc. and The Bank of New York Trust Company, N.A. relating to the 2.625% Convertible Senior Subordinated Notes Due 2026.(3)
4.3		Form of the 2.625% Convertible Senior Subordinated Note Due 2026. (Included as Exhibit A to Exhibit 4.2).(3)
4.4		Registration Rights Agreement, dated as of September 18, 2006, between Triumph Group, Inc. and Banc of America Securities LLC.(3)
4.5		Indenture, dated as of November 16, 2009, between Triumph Group, Inc. and U.S. Bank National Association, as trustee, relating to the 8% Senior Subordinated Notes due 2017.(15)
4.6		Form of 8% Senior Subordinated Notes due 2017.(15)
4.7		Registration Rights Agreement, dated November 16, 2009, by and among Triumph Group, Inc., the Guarantors party thereto, and the other parties thereto.(15)
4.8		Indenture, dated as of June 16, 2010, between Triumph Group, Inc. and U.S. Bank National Association, as trustee, relating to the 8.625% Senior Subordinated Notes Due 2018.(16)
4.9		Registration Rights Agreement, dated as of June 16, 2010, by and among Triumph Group, Inc., RBC Capital Markets Corporation, UBC Securities LLC, PNC Capital Markets LLC, BB&T Capital Markets, a division of Scott & Stringfellow LLC and US Bancorp Investments Inc.(16)
10.1	*	Amended and Restated Directors' Stock Incentive Plan.
10.2		Form of Deferred Stock Unit Award Agreement under the Amended and Restated Directors' Stock Incentive Plan.(4)
10.3	*#	2004 Stock Incentive Plan.
10.4		Credit Agreement dated May 10, 2010 by and among Triumph Group, Inc., PNC Bank National Association, as Administrative Agent, Sovereign Bank, as Documentation Agent, Citizens Bank of Pennsylvania and U.S. Bank National Association, as Syndication Agent, and JPMorgan Chase Bank, N.A., Royal Bank of Canada, Branch Bank & Trust Company and Manufacturers and Traders Trust Company, in their capacity as managing agents for the Banks.(6)
10.5	#	Triumph Group, Inc. Supplemental Executive Retirement Plan effective January 1, 2003.(9)
10.6		Compensation for the non-employee members of the Board of Directors of Triumph Group, Inc.(4)
10.7	#	Form of Stock Award Agreement under the 2004 Stock Incentive Plan.(10)
10.8	#	Form of letter confirming Stock Award Agreement under the 2004 Stock Incentive Plan.(10)
10.9	#	Description of the Triumph Group, Inc. Annual Cash Bonus Plan.(11)
10.1	#	Change of Control Employment Agreement with: Richard C. Ill, M. David Kornblatt, John B. Wright, II and Kevin E. Kindig.(12)
10.11	#	Restricted Stock Award Agreement for M. David Kornblatt.(13)
10.12		Form of Receivables Purchase Agreement, by and among the Triumph Group, Inc., as Initial Servicer, Triumph Receivables, LLC, as Seller, the various Purchasers and Purchase Agents from time to time party thereto and PNC National Association, as Administrative Agent.(8)
10.13		Stockholders Agreement, dated as of March 23, 2010, among Triumph Group, Inc., Carlyle Partners III, L.P., Carlyle Partners II, L.P., Carlyle International Partners II, L.P., Carlyle—Aerostructures Partners, L.P., CHYP Holdings, L.L.C., Carlyle—Aerostructures Partners II, L.P., CP III Coinvestment, L.P., C/S International Partners, Carlyle—Aerostructures International Partners, L.P., Carlyle—Contour Partners, L.P., Carlyle SBC Partners II, L.P., Carlyle International Partners III, L.P., Carlyle—Aerostructures Management, L.P., Carlyle—Contour International Partners, L.P., Carlyle Investment Group, L.P. and TC Group, L.L.C.(14)

63

Exhibit Number		Description
10.14		Form of Amended and Restated Credit Agreement, dated as of April 5, 2011, by and among Triumph Group, Inc., substantially all of its domestic subsidiaries and certain of its foreign subsidiaries, PNC Bank National Association, as Administrative Agent, the lenders party thereto, PNC Capital Markets LLC, RBS Securities Inc., J.P. Morgan Securities, LLC and RBC Capital Markets, as Joint Lead Arrangers, Citizens Bank of Pennsylvania, JPMorgan Chase Bank, N.A. and Royal Bank of Canada, as Syndication Agents, U.S. Bank National Association, Sovereign Bank, Manufacturers and Traders Trust Company and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Documentation Agents.(7)
10.15		Guarantee and Collateral Agreement, dated as of June 16, 2010, made by Triumph Group, Inc. in favor of PNC Bank, National Association, as Administrative and Collateral Agent for the other Secured Parties.(16)
10.16		Intercreditor Agreement, dated as of June 16, 2010, by and among Triumph Group, Inc., PNC Bank National Association and Royal Bank of Canada.(16)
10.17		First Amendment to the May 10, 2010 Credit Agreement, dated as of June 16, 2010, by and among Triumph Group, Inc., PNC Bank, National Association, as Administrative Agent, Sovereign Bank, as Documentation Agent, Citizens Bank of Pennsylvania and U.S. Bank National Association, as Syndication Agents, and JPMorgan Chase Bank, N.A., Royal Bank of Canada, Branch Bank & Trust Company and Manufacturers and Traders Trust Company, in their capacity as managing agents for the Banks.(16)
10.18		Credit Agreement, dated as of June 16, 2010, by and among Triumph Group, Inc., Royal Bank of Canada as Administrative Agent, RBC Capital Markets as Lead Arranger, RBC Capital Markets, PNC Bank, National Association and Citizens Bank of Pennsylvania as Joint Bookrunners, Citizens Bank of Pennsylvania and U.S. Bank National Association, as Documentation Agents and PNC Bank, National Association, as Syndication Agent.(16)
10.19		Guarantee and Collateral Agreement, dated as of June 16, 2010, made by Triumph Group, Inc. in favor of Royal Bank of Canada, as Administrative Agent.(16)
10.20		Third Amendment to Receivables Purchase Agreement, dated as of June 21, 2010, by and among Triumph Receivables LLC, Triumph Group, Inc., Market Street Funding LLC and PNC Bank, National Association.(17)
10.21		Triumph Group, Inc. Executive Incentive Plan, effective September 28, 2010.(18)
10.22	#	Form of letter informing Triumph Group, Inc. executives they are eligible to participate in the Company's Long Term Incentive Plan.(19)
10.23	#	Form of letter informing Triumph Group, Inc. executives they have earned an award under the Company's Long Term Incentive Plan and the amount of the award.(19)
10.24	#	Change of Control Employment Agreement with Jeffry Frisby.(19)
10.25	*	Second Amended and Restated Credit Agreement, dated as of May 23, 2012, by and among Triumph Group, Inc., substantially all of its domestic subsidiaries and certain of its foreign subsidiaries, PNC Bank National Association, as Administrative Agent, the lenders party thereto, PNC Capital Markets LLC, RBS Securities Inc., J.P. Morgan Securities, LLC, RBC Capital Markets and Sovereign Bank, N.A., as Joint Lead Arrangers and Joint Bookrunners, Citizens Bank of Pennsylvania, JPMorgan Chase Bank, N.A., Royal Bank of Canada, and Sovereign Bank, N.A., as Syndication Agents, The Bank of Tokyo-Mitsubishi UFJ, Ltd, U.S. Bank National Association, TD Bank, N.A., and Manufacturers and Traders Trust Company, as Documentation Agents.
21.1	*	Subsidiaries of Triumph Group, Inc.
23.1	*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
31.1	*	Principal Executive Officer Certification Required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
31.2	*	Principal Financial Officer Certification Required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
32.1	*	Principal Executive Officer Certification Required by Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350.
32.2	*	Principal Financial Officer Certification Required by Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350.
101	*	The following financial information from Triumph Group, Inc.'s Annual Report on Form 10-K for the fiscal year ended March 31, 2012 formatted in XBRL: (i) Consolidated Balance Sheets as of March 31, 2012 and 2011; (ii) Consolidated Statements of Income for the fiscal years ended March 31, 2012, 2011 and 2010; (iii) Consolidated Statements of Stockholders' Equity for the fiscal years ended March 31, 2012, 2011 and 2010; (iv) Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2012, 2011 and 2010; (v) Consolidated Statements of Comprehensive Income for the fiscal years ended March 31, 2012, 2011 and 2010; and (vi) Notes to the Consolidated Financial Statements.

_______________________________________________

64

(1) Incorporated by reference to our Proxy Statement on Schedule 14A for the 2008 Annual Meeting of Stockholders.

(2) Incorporated by reference to our Current Report on Form 8-K filed on April 26, 2012.

(3) Incorporated by reference to our Current Report on Form 8-K filed on September 22, 2006.

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

(5) Incorporated by reference to our Proxy Statement on Schedule 14A for the 2004 Annual Meeting of Stockholders.

(6) Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended March 31, 2010.

(7) Incorporated by reference to our Current Report on Form 8-K filed on April 11, 2011.

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

(9) Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended March 31, 2003.

(10) Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended March 31, 2009.

(11) Incorporated by reference to our Current Report on Form 8-K filed on July 31, 2007.

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

(13) Incorporated by reference to our Current Report on Form 8-K filed on June 14, 2007.

(14) Incorporated by reference to our Current Report on Form 8-K filed on March 23, 2010.

(15) Incorporated by reference to our Current Report on Form 8-K filed on November 19, 2009.

(16) Incorporated by reference to our Current Report on Form 8-K filed on June 22, 2010.

(17) Incorporated by reference to our Current Report on Form 8-K filed on June 25, 2010.

(18) Incorporated by reference to our Current Report on Form 8-K filed on November 5, 2010.

(19) Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended March 31, 2011.

* Filed herewith.

# Compensation plans and arrangements for executives and others.

65

EX-10.1

EXHIBIT 10.1

TRIUMPH GROUP, INC.

AMENDED AND RESTATED DIRECTORS' STOCK INCENTIVE PLAN

ARTICLE I

PURPOSE

The purpose of this Amended and Restated Directors' Stock Incentive Plan (the “Plan”), previously named the Directors' Stock Option Plan, is to enable Triumph Group, Inc. to attract and retain qualified independent directors and to further promote the mutuality of interests between such directors and the Company's stockholders.

ARTICLE II

DEFINITIONS

For purposes of this Plan, the following terms shall have the following meanings:

2.1    “Affiliate” shall mean any entity that is directly or indirectly controlled by the Company or any entity in which the Company has a significant ownership interest as determined by the Board.

2.2    “Award” shall mean a Stock Option, Stock Award or Deferred Stock Unit, granted in accordance with the terms of the Plan.

2.3    “Award Agreement” means a Stock Option certificate, Stock Award Agreement or Deferred Stock Unit Award Agreement, as the case may be.

2.4    “Board” shall mean the Board of Directors of the Company.

2.5    “Code” shall mean the Internal Revenue Code of 1986, as amended.

2.6    “Common Stock” means the Common Stock, $.001 per value per share, of the Company.

2.7    “Company” means Triumph Group, Inc., a Delaware corporation.

2.8    “Deferred Stock Unit” means the right to receive shares of Common Stock, subject to a risk of forfeiture, pursuant to Article VIII.

2.9    “Deferred Stock Unit Agreement” shall mean the agreement, which may be in written or electronic format, in such form and with such terms as may be specified by the Board, evidencing the terms and conditions of an individual Deferred Stock Unit. Each Deferred Stock Unit Award Agreement is subject to the terms and conditions of the Plan.

2.10    “Effective Date” shall mean the date on which the Plan is approved by the Company's stockholders.

2.11    “Eligible Director” shall mean any member of the Board who, on the date of the granting of an Award, is not an officer or an employee of the Company or any of the Company's subsidiaries.

2.12    “Fair Market Value” for purposes of the Plan, unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, shall mean, as of any date, the previous regular trading day's closing price of actual sales of shares of Common Stock on the principal national securities exchange on which the Common Stock is listed, or if not listed, as reported on the Nasdaq Stock Market on such date, or if such Common Stock was not listed or reported on such date, the fair market value as determined under regulations under Section 409A of the Code.

2.13    “Mature Common Stock” shall mean Common Stock owned for six months or more, or such other period as the Board may determine subject to applicable accounting regulations, by the respective Participant.

2.14    “Participant” shall mean an Eligible Director to whom an Award has been granted under the Plan.

2.15    “Retirement” shall mean retirement from active service on the Board as determined by the Board.

2.16    “Stock Award” shall mean an award or issuance of shares of Common Stock pursuant to Article VII of the Plan.

2.17    “Stock Award Agreement” shall mean the agreement, which may be in written or electronic format, in such form and with such terms as may be specified by the Board, evidencing the terms and conditions of an individual Stock Award.

Each Stock Award Agreement is subject to the terms and conditions of the Plan.

2.18    “Stock Option” or “Option” shall mean any option to purchase shares of Common Stock granted pursuant to Article VI of the Plan.

ARTICLE III

ADMINISTRATION

3.1    Administration. The Plan shall be administered and interpreted by the Board.

3.2    Guidelines. Subject to Article IX hereof, the Board shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable; to interpret the terms and provisions of the Plan and any Award granted under the Plan (and any agreements relating thereto); and to otherwise supervise the administration of the Plan. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award in the manner and to the extent it shall deem necessary to carry the Plan into effect. Notwithstanding the foregoing, no action of the Board under this Section 3.2 shall impair the rights of any Participant without the Participant's consent, unless otherwise required by law.

3.3    Decisions Final. Any decision, interpretation or other action made or taken in good faith by the Board arising out of or in connection with the Plan shall be final, binding and conclusive on the Company, all members of the Board and their respective heirs, executors, administrators, successors and assigns.

ARTICLE IV

SHARE LIMITATION

4.1    Shares. The maximum aggregate number of shares of Common Stock subject to Awards that may be granted under the Plan is 230,000 (115,000 prior to the two-for-one stock split effective July 15, 2011 (the “Stock Split”)) (subject to any increase or decrease pursuant to Section 4.2), which may be either authorized and unissued shares of Common Stock or issued Common Stock reacquired by the Company. If any Award granted under the Plan shall expire, terminate or be canceled for any reason without having been exercised in full, the number of unissued shares shall again be available for the purposes of the Plan.

4.2    Adjustments Upon Changes in Capitalization. In the event of reorganization, recapitalization, stock split, reverse stock split, spin-off, split-off, split-up, stock dividend, issuance of stock rights, combination of shares, merger, consolidation or any other change in the corporate structure of the Company affecting Common Stock, or any distribution to stockholders in respect of stock other than a cash dividend, the Board shall make such adjustments in the number and kind of shares authorized by the Plan, in the minimum and maximum limits set forth in Article V and in any outstanding Awards as it determines appropriate. No fractional shares of Common Stock shall be issued pursuant to such an adjustment. The Fair Market Value of any fractional shares resulting from adjustments pursuant to this section shall, where appropriate, be paid in cash to the Participant. If during the term of any Award granted hereunder the Company shall be, with the prior approval of a majority of the members of the Board, merged into or consolidated with or otherwise combined with or acquired by a person or entity, or there is a liquidation of the Company, then at the election of the Board, the Company may take such other action as the Board shall determine to be reasonable under the circumstances to permit the Participant to realize the value of such Award, including without limitation paying cash to such Participant equal to the value of the Award or requiring the acquiring corporation to grant options or stock to such Participant having a value equal to the value of the Award.

ARTICLE V

ELIGIBILITY AND GRANTS OF AWARDS

5.1    Eligible Directors. Only Eligible Directors may be granted Awards under the Plan.

5.2    Annual Grants. The Board may make an annual grant to each Eligible Director of Awards representing not more than 2,500 Shares of Common Shares (1,250 shares prior to the Stock Split), provided however, that only for purposes of calculating the maximum annual limit, an Option shall be considered to give the holder the right to purchase only one-half of a share of Common Stock. Except as otherwise provided in this Section, the Board shall have full authority to determine whether an Award is an Option, a Stock Award or a Deferred Stock Unit and the number of each type of Award to be granted.

5.3    New Director Grants. The Board may grant to any Eligible Director, upon his or her initial election to the Board, Awards representing up to 5,000 shares of Common Stock (2,500 shares prior to the Stock Split); provided however, that only for purposes of calculating this limit, an Option shall be considered to give the holder the right to purchase only one-half of a share of Common Stock. Subject to the maximum limit set forth in the preceding sentence, the number of shares of

2

Common Stock subject to such Stock Options shall be determined by the Board, and may be greater than or less than the number of shares of Common Stock subject to any prior grants.

5.4    Discretionary Grants. In addition to the grants described in 5.2 and 5.3 above, the Board may from time to time grant additional Awards to any Eligible Director. The Board shall have full authority to select the Eligible Directors to whom such Awards are to be granted and to determine the number of shares of Common Stock to be covered by each such Award.

ARTICLE VI

STOCK OPTIONS

6.1    Options. Subject to Article V, all Stock Options granted under the Plan shall be non-qualified stock options (i.e., options that do not qualify as incentive stock options under section 422 of the Code).

6.2    Grants. The Board shall have full authority to grant Stock Options in its discretion pursuant to this Article VI.

6.3    Terms of Options. Options granted under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Board shall deem desirable:

(a)Stock Option Certificate. Each Stock Option shall be evidenced by, and subject to the terms of, a Stock Option certificate executed by the Company. The Stock Option certificate shall specify the number of shares of Common Stock subject to the Stock Option, the option price, the option term, and such other terms and conditions, consistent with the provisions of the Plan, as the Board shall deem advisable.

(b)Option Price. The option price per share of Common Stock purchasable upon exercise of a Stock Option shall be equal to the Fair Market Value of a share of Common Stock on the date of grant.

(c)Option Term. The term of each Stock Option shall be ten years from the date of grant.

(d)Exercisability. Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Board at the time of grant; provided that the Board may waive any installment exercise or waiting period provisions, in whole or in part, at any time, based on such factors as the Board shall, in its sole discretion, deem appropriate.

(e)Method of Exercise. Stock Options may be exercised in whole or in part at any time during the option term by delivering to the Company written notice of exercise specifying the number of shares of Common Stock to be purchased and the option price therefore. The notice of exercise shall be accompanied by payment in full of the option price and, if requested, by the representation described in Section 11.2. The option price may be paid in cash or by check payable to the Company or, with the consent of the Board on or after the date of grant, in whole or in part in shares of Mature Common Stock or by a reduction in the number of shares of Common Stock otherwise issuable upon such exercise, with the shares of Common Stock in either case valued at the Fair Market Value on the date of exercise. Upon payment in full of the option price and satisfaction of the other conditions provided herein, a stock certificate representing the number of shares of Common Stock to which the Participant is entitled shall be issued and delivered to the Participant.

(f)Termination. Unless otherwise determined by the Board, Stock Options held by a Participant who ceases to be a member of the Board shall be exercisable as follows:

(i)If the Participant ceases to be a member of the Board by reason of death, any Stock Option held by such Participant may thereafter be exercised, to the extent such Option was exercisable at the time of death or on such accelerated basis as the Board may determine at or after grant, by the legal representative of the Participant's estate, until the expiration of the stated term of the Option or until such earlier time as the Board may determine at the time the Option is granted or such accelerated basis is determined.

(ii)If the Participant ceases to be a member of the Board by reason of disability (as determined by the Board), any Stock Option held by such Participant may thereafter be exercised by the Participant (or, where appropriate, the Participant's legal representative), to the extent it was exercisable at the time the Participant ceased to be a member of the Board or on such accelerated basis as the Board may determine at or after grant, until the expiration of the stated term of the Option or until such earlier time as the Board may determine at the time the Option is granted or such accelerated basis is determined.

(iii)If the Participant ceases to be a member of the Board for any reason other than death or disability, the Stock Option shall terminate 90 days after the date on which the Participant ceased to be a member of

3

the Board; provided, however, that the Board may extend such exercise period based on such factors as the Board shall, in its sole discretion, deem appropriate, but not beyond the expiration of the stated term of the Option.

6.4    Rights as Stockholder. A Participant shall not be deemed to be the holder of Common Stock, or have any of the rights of a holder of Common Stock, with respect to shares subject to an Option, until the Option is exercised and a stock certificate representing such shares of Common Stock is issued to the Participant.

ARTICLE VII

STOCK AWARDS

7.1    Subject to Article V, The Board shall have full authority to grant Stock Awards in its discretion pursuant to this Article VII.

7.2    Each Stock Award shall be evidenced by a Stock Award Agreement, the terms and conditions of which are consistent with the following:

(a)Restrictions and Performance Criteria. Stock Awards shall vest at such time and in such installments as determined by the Board; provided, however, that the vesting of Stock Awards may be subject to the attainment of performance goals.

(b)Forfeiture. Unless otherwise provided in the Stock Award Agreement, upon the Participant's ceasing to be a member of the Board (other than as provided below in Sections 7.2(c) and (d)), the shares of Common Stock subject to a Stock Award that have not yet become vested pursuant to the Stock Award Agreement shall be forfeited. For clarity, ceasing to be a member of the Board due to death shall be covered by this paragraph.

(c)Disability or Retirement of Participant. Unless otherwise provided in the Stock Award Agreement, if a Participant ceases to be a member of the Board due to disability (as determined by the Board) or Retirement, all outstanding Stock Awards granted to such Participant shall continue to vest, provided the following conditions are met:

(i)The Participant shall not render services for any organization or engage directly or indirectly in any business which, in the opinion of the Board, competes with, or is in conflict with the interest of, the Company. The Participant shall be free, however, to purchase as an investment or otherwise stock or other securities of such organizations as long as they are listed upon a recognized securities exchange or traded over-the-counter, or as long as such investment does not represent a substantial investment in the opinion of the Committee or a significant (great than 3%) interest in the particular organization. For the purposes of this subsection, a company (other than an Affiliate) which is engaged in the business of producing, leasing or selling products or providing services of the type now or at any time hereafter made or provided by the Company or any of its Affiliates shall be deemed to compete with the Company; and

(ii)The Participant shall not, without prior written authorization from the Company, use in other than the business of the Company or any of its Affiliates, any confidential information or material relating to the business of the Company or its Affiliates, either during or after service on the Company's Board.

(d)Divestiture. If a Participant will cease to be a member of the Board because of a divestiture by the Company, prior to such termination of membership, the Board may, in its sole discretion, accelerate the vesting of all or a portion of any outstanding Stock Award granted to such Participant and provide that all forfeiture provisions with respect to such Stock Awards shall lapse. The determination of whether a divestiture will occur shall be made by the Board in its sole discretion.

(e)Rights as a Stockholder. The Participant shall have the rights equivalent to those of a stockholder and shall be a stockholder only after shares of Common Stock are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) to the Participant.

ARTICLE VIII

DEFERRED STOCK UNITS

8.1    Subject to Article V, the Board shall have full authority to grant Deferred Stock Units in its discretion pursuant to this Article VIII.

8.2    Each Deferred Stock Unit shall be evidenced by a Deferred Stock Unit Award Agreement, the terms and conditions of which are consistent with the following:

(a)Restrictions and Performance Criteria. Deferred Stock Units shall vest at such time and in such installments as determined by the Board; provided, however, that the vesting of Deferred Stock Units may be subject to the

4

attainment of performance goals.

(b)Forfeiture. Unless otherwise provided in the Deferred Stock Unit Award Agreement, upon the Participant's ceasing to be a member of the Board (other than as provided below in Sections 8.1(c) and (d)), the shares of Common Stock subject to a Deferred Stock Unit Award that have not yet become vested pursuant to the Deferred Stock Unit Agreement shall be forfeited. For clarity, ceasing to be a member of the Board due to death shall be covered by this paragraph.

(c)Disability or Retirement of Participant. Unless otherwise provided in the Deferred Stock Unit Award Agreement, if a Participant ceases to be a member of the Board due to disability (as determined by the Board) or Retirement, all outstanding Deferred Stock Units granted to such Participant shall continue to vest, provided the following conditions are met:

(i)The Participant shall not render services for any organization or engage directly or indirectly in any business which, in the opinion of the Board, competes with, or is in conflict with the interest of, the Company. The Participant shall be free, however, to purchase as an investment or otherwise stock or other securities of such organizations as long as they are listed upon a recognized securities exchange or traded over-the-counter, or as long as such investment does not represent a substantial investment in the opinion of the Committee or a significant (great than 3%) interest in the particular organization. For the purposes of this subsection, a company (other than an Affiliate) which is engaged in the business of producing, leasing or selling products or providing services of the type now or at any time hereafter made or provided by the Company or any of its Affiliates shall be deemed to compete with the Company; and

(ii)The Participant shall not, without prior written authorization from the Company, use in other than the business of the Company or any of its Affiliates, any confidential information or material relating to the business of the Company or its Affiliates, either during or after service on the Company's Board.

(d)Divestiture. If a Participant will cease to be a member of the Board because of a divestiture by the Company, prior to such termination of membership, the Board may, in its sole discretion, accelerate the vesting of all or a portion of any outstanding Deferred Stock Unit granted to such Participant and provide that all forfeiture provisions with respect to such Deferred Stock Units shall lapse. The determination of whether a divestiture will occur shall be made by the Board in its sole discretion.

(e)Dividend Equivalents. The Deferred Stock Unit Award Agreement may provide that the holder of the Deferred Stock Units will be entitled to receive payment from the Company at such times as set forth in the Deferred Stock Unit Award Agreement in an amount equal to each cash dividend (“Dividend Equivalent”) the Company would have paid to such holder had he, on the record date for payment of such dividend, been the holder of record of shares of Common Stock equal to the number of Deferred Stock Units which had been awarded to such holder as of the close of business on such record date. The Company shall establish a bookkeeping account on behalf of each Participant in which the Dividend Equivalents that would have been paid to the holder of Deferred Stock Units shall be credited. Such account will not bear interest.

8.3    Rights as a Stockholder. The Participant shall have the rights equivalent to those of a stockholder and shall be a stockholder only after shares of Common Stock are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) to the Participant to the extent described in the terms of a Deferred Stock Award Agreement.

ARTICLE IX

TERMINATION OR AMENDMENT

9.1    Termination or Amendment of Plan.

(a)Except as provided in Subsection (b), the Board may at any time amend, discontinue or terminate the Plan or any part thereof (including any amendment deemed necessary to ensure that the Company may comply with any regulatory requirement referred to in Article X); provided, however, that, unless otherwise required by law, the rights of a Participant with respect to Awards granted prior to such amendment, discontinuance or termination may not be impaired without the consent of such Participant.

(b)Any amendment that constitutes a “material revision” to the Plan requiring stockholder approval pursuant to the New York Stock Exchange Corporate Governance Listing Standards shall not be effective unless approved by the Company's stockholders.

9.2    Amendment of Awards. The Board may amend the terms of any Award previously granted, prospectively or retroactively, but, subject to Article IV, no such amendment or other action by the Board shall impair the rights of any holder without the holder's consent.

5

ARTICLE X

UNFUNDED PLAN

10.1    Unfunded Status of Plan. The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payment not yet made to a Participant by the Company, nothing contained herein shall give the Participant any rights that are greater than those of a general creditor of the Company.

ARTICLE XI

GENERAL PROVISIONS

11.1    Nonassignment. Except as otherwise provided in the Award Agreement, any Award granted hereunder and the rights and privileges conferred thereby shall not be sold, transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any such Award, right or privilege contrary to the provisions hereof, or upon the levy of any attachment or similar process thereon, such Award and the rights and privileges conferred hereby shall immediately terminate and the Award shall immediately be forfeited to the Company.

11.2    Legend. The Board may require each person acquiring shares hereunder to represent to the Company in writing that the Participant is acquiring the shares without a view to distribution thereof. The stock certificates representing such shares may include any legend which the Board deems appropriate to reflect any restrictions on transfer.

All certificates representing shares of Common Stock delivered under the Plan shall be subject to such stock transfer orders and other restrictions as the Board may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, any applicable Federal or state securities law, and any applicable corporate law, and the Board may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

11.3    Other Plans. Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.

11.4    No Right to Continue as Director. Neither the Plan nor the grant of any Award hereunder shall confer upon any person the right to continue as a director of the Company or obligate the Company to nominate any director for reelection by the Company's stockholders.

11.5    Listing and Other Conditions.

(a)If the Common Stock is listed on a national securities exchange, the issuance of any shares of Common Stock upon exercise of an Award shall be conditioned upon such shares being listed on such exchange. The Company shall have no obligation to issue any shares of Common Stock upon exercise of an Award unless and until such shares are so listed, and the right to exercise any Award shall be suspended until such listing has been effected.

(b)If at any time counsel to the Company shall be of the opinion that any sale or delivery of shares of Common Stock upon exercise of an Award is or may in the circumstances be unlawful or result in the imposition of excise taxes under the statutes, rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act of 1933, as amended, or otherwise with respect to shares of Common Stock, and the right to exercise any Award shall be suspended until, in the opinion of said counsel, such sale or delivery shall be lawful or shall not result in the imposition of excise taxes.

(c)Upon termination of any period of suspension under this Section 11.5, any Award affected by such suspension which shall not then have expired or terminated shall be reinstated as to all shares available before such suspension and as to shares which would otherwise have become available during the period of such suspension, but no such suspension shall extend the term of any Award.

11.6    Governing Law. The Plan and actions taken in connection herewith shall be governed and construed in accordance with the laws of the State of Delaware.

11.7    Construction. Wherever any words are used in the Plan in the masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever any words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply.

6

11.8    Liability of Board Members. No member of the Board nor any employee of the Company or any of its subsidiaries shall be liable for any act or action hereunder, whether of omission or commission, by any other member of employee or by any agent to whom duties in connection with the administration of the Plan have been delegated or, except in circumstances involving bad faith, gross negligence or fraud, for anything done or omitted to be done by himself.

11.9    Costs. The Company shall bear all expenses incurred in administering the Plan, including expenses related to the issuance of Common Stock upon exercise of Stock Options.

11.10    Severability. If any part of the Plan shall be determined to be invalid or void in any respect, such determination shall not affect, impair, invalidate or nullify the remaining provisions of the Plan which shall continue in full force and effect.

11.11    Successors. The Plan shall be binding upon and inure to the benefit of any successor or successors of the Company.

11.12    Headings. Article and section headings contained in this Plan are included for convenience only and are not to be used in construing or interpreting the Plan.

11.13    Change in Control. Upon the occurrence of a Change in Control, each Award then outstanding shall become immediately vested, and in the case of Options, exercisable to the full extent of the shares of Common Stock subject thereto. For purposes of this Plan, unless otherwise defined in the Award Agreement, a “Change in Control” shall be deemed to have occurred if at any time after the Effective Date any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) becomes the “beneficial owner” (as defined in Section 13(d)(3) under the 1934 Act) of securities of the Company representing more than 35 percent (35%) of the total aggregate voting power of the Company's then outstanding securities entitled to vote generally in the election of directors, and such person or group owns more aggregate voting power of the Company's then outstanding securities entitled to vote generally in the election of directors than any other person or group. Notwithstanding anything else contained in this Section 11.13, a Participant shall be eligible to exercise Awards both before and after a Change in Control to the full extent otherwise permitted under the Plan.

ARTICLE XII

TERM OF PLAN

12.1    Effective Date. The Plan shall be effective as of the Effective Date.

12.2    Termination. Unless sooner terminated, the Plan shall terminate ten years after it is adopted by the Board and no Awards may be granted thereafter. Termination of the Plan shall not affect Awards granted before such date, which will continue to be exercisable after the Plan terminates.

7

EX-21.1

Exhibit 21.1

Subsidiaries of Triumph Group, Inc.

Triumph Brands, Inc.

Triumph Group Charitable Foundation

Triumph Group Acquisition Corp.

Triumph Group Acquisition Holdings, Inc.

Triumph Controls - Germany GmbH

Triumph Processing, Inc.

Triumph Actuation Systems -Connecticut, LLC

Triumph Aerospace Systems Group, LLC

Triumph Precision Castings Co.

Triumph Fabrications - Fort Worth, Inc.

Triumph Actuation Systems, LLC

Triumph Controls, LLC

Triumph Instruments, Inc.

Triumph Structures - Los Angeles, Inc.

Triumph Engineered Solutions, Inc.

Triumph Structures -Kansas City, Inc.

Nu-Tech Brands, Inc.

CBA Acquisition, LLC

Triumph Controls (Europe) SAS

Constructions Brevetees d'Alfortville (SAS)

Triumph Fabrications - San Diego, Inc.

Triumph Aerospace Systems - Wichita, Inc.

Triumph Gear Systems -Macomb, Inc.

Triumph Airborne Structures, LLC

Triumph Fabrications - Hot Springs, LLC

Triumph Turbine Services, Inc.

Triumph Engineering Services, Inc.

Triumph Aviations Inc.

Triumph Actuation Systems -Valencia, Inc.

The Triumph Group Operations, Inc.

Triumph Gear Systems, Inc.

Triumph Thermal Systems, LLC

Triumph Composite Systems, Inc.

Triumph Aftermarket Services Group, LLC

HT Parts, L.L.C.

Triumph Metals Company

Triumph Aviation Services Asia, Ltd.

Triumph Structures -Wichita, Inc.

Triumph Interiors, LLC

Triumph Aerospace Systems -Newport News, Inc.

Triumph Accessory Services - Grand Prairie, Inc.

Triumph Structures - East Texas, Inc.

Triumph Precision, Inc.

Triumph Insulation Systems, LLC

Triumph Insulation Systems - Germany GmbH

The Mexmil Holding Company LLC

Placas Termodinamicas S.A. de C.V.

Triumph Structures - Long Island, LLC

Triumph Investment Holdings, Inc.

Triumph Receivables, LLC

Triumph Instruments -Burbank, Inc.

Triumph Aerospace Systems Group - UK, Ltd.

Triumph Controls - UK, Ltd.

Triumph Group Holdings - UK, Ltd.

Triumph Actuation & Motion Controls Systems - UK, Ltd.

KAMEX Ltd.

Mexmil China, LLC

Triumph Group Holdings - Mexico, LLC

Triumph Group Investment -Mexico, LLC

Triumph Real Estate - Mexico, LLC

Triumph Group -Mexico S. de R.L. de C.V.

Triumph Group -Mexico Inmobiliaria, S de R.L. de C.V.

Triumph Fabrications - St. Louis, Inc.

Triumph Aerostructures, LLC

VAC Industries, Inc.

Triumph Structures - Everett, Inc.

Triumph Aerostructures Holdings, LLC

Triumph Aerostructures Real Estate Investment Co., LLC

Triumph Vought Aircraft Technical Services (Chengdu) Co. Ltd.

EX-10.25

Exhibit 10.25

CUSIP 89681PAC7

$1,000,000,000.00 REVOLVING CREDIT FACILITY

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

by and among

TRIUMPH GROUP, INC.,

and

THE OTHER BORROWERS PARTY HERETO

and

THE GUARANTORS PARTY HERETO

and

THE BANKS PARTY HERETO

and

PNC BANK, NATIONAL ASSOCIATION

as Administrative Agent

Dated as of May 23, 2012

PNC CAPITAL MARKETS LLC, RBS SECURITIES INC., J.P. MORGAN SECURITIES, LLC, RBC CAPITAL MARKETS AND SOVEREIGN BANK, N.A., as Joint Lead Arrangers and Joint Bookrunners

CITIZENS BANK OF PENNSYLVANIA, JPMORGAN CHASE BANK N.A., ROYAL BANK OF CANADA, AND SOVEREIGN BANK, N.A., as Syndication Agents

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD, U.S. BANK NATIONAL ASSOCIATION, TD BANK, N.A., AND MANUFACTURERS AND TRADERS TRUST COMPANY, as Documentation Agents

TABLE OF CONTENTS

1	CERTAIN DEFINITITIONS		1
	1.1	Certain Definitions.	1
	1.2	Construction.	33
	1.3	Accounting Principles.	35
2	REVOLVING CREDIT FACILITY		35
	2.1	Revolving Credit Commitments.	35
	2.2	Nature of Banks' Obligations with Respect to Revolving Credit Loans.	36
	2.3	Commitment Fees.	36
	2.4	Revolving Credit Loan Requests.	37
	2.5	Making Revolving Credit Loans.	37
	2.6	Revolving Credit Notes.	38
	2.7	Use of Proceeds.	38
	2.8	Letter of Subfacility.	38
	2.9	Swing Loans.	45
	2.10	Utilization of Optional Currency Swing Loans and Letters of Credit.	49
	2.11	Currency Repayments.	51
	2.12	Optional Currency Amounts.	52
	2.13	Intentionally Omitted.	52
	2.14	Defaulting Banks.	52
3	INTEREST RATES		53
	3.1	Interest Rate Options.	53
	3.2	Interest Periods.	54
	3.3	Interest After Default.	55
	3.4	Euro-Rate Unascertainable.	55
	3.5	Selection of Interest Rate Options.	57
4	PAYMENTS		57
	4.1	Payments.	57
	4.2	Pro Rata Treatment of Banks.	57
	4.3	Interest Payment Dates.	58
	4.4	Voluntary Prepayments and Commitments Reductions.	58
	4.5	Additional Compensation in Certain Circumstances.	61
	4.6	Mandatory Prepayments.	63
	4.7	Interbank Market Presumption.	64
	4.8	Taxes.	64
	4.9	Judgment Currency.	68
5	REPRESENTATIONS AND WARRANTIES		69
	5.1	Representation and Warranties.	69
	5.2	Updates to Schedules.	79

6	CONDITIONS OF LENDING		79
	6.1	First Loans.	79
	6.2	Each Additional Loan.	83
7	COVENANTS		83
	7.1	Affirmative Covenants.	83
	7.2	Negative Covenants.	90
	7.3	Reporting Requirements.	102
8	DEFAULT		107
	8.1	Events of Default.	107
	8.2	Consequences of Event of Default.	111
9	THE ADMINISTRATIVE AGENT		113
	9.1	Appointment.	113
	9.2	Delegation of Duties.	113
	9.3	Nature of Duties; Independent Credit Investigation.	113
	9.4	Actions in Discretion of Administrative Agent; Instructions from the Banks.	114
	9.5	Reimbursement and Indemnification of Administrative Agent by the Borrowers.	114
	9.6	Exculpatory Provisions.	115
	9.7	Reimbursement and Indemnification of Administrative Agent by Banks.	115
	9.8	Reliance by Administrative Agent.	116
	9.9	Notice of Default.	116
	9.10	Notices.	116
	9.11	Banks in Their Individual Capacities.	116
	9.12	Intentionally Omitted.	117
	9.13	Equalization of Banks.	117
	9.14	Successor Administrative Agent.	117
	9.15	Administrative Agent's Fee.	118
	9.16	Availability of Funds.	118
	9.17	Calculations.	118
	9.18	No Reliance on Administrative Agent's Customer Identification Program.	118
	9.19	Beneficiaries.	119
	9.20	Authorization to Release Collateral and Guarantors.	119
10	MISCELLANEOUS		120
	10.1	Modifications, Amendments or Waivers.	120
	10.2	No Implied Waivers; Cumulative Remedies; Writing Required	121
	10.3	Reimbursement and Indemnification of Banks by the Borrowers; Taxes.	121
	10.4	Holidays.	122
	10.5	Funding by Branch, Subsidiary or Affiliate.	123
	10.6	Notices.	123

ii

10.7	Severability.	124
10.8	Governing Law.	124
10.9	Prior Understanding.	125
10.10	Durations; Survival.	125
10.11	Successors and Assigns.	125
10.12	Confidentiality.	130
10.13	Counterparts.	131
10.14	Administrative Agent's or Bank's Consent.	131
10.15	Exceptions.	131
10.16	Consent to Forum; Waiver of Jury Trial.	131
10.17	Intentionally Omitted.	131
10.18	Public Filings.	132
10.19	Agent Titles.	132
10.20	Joinder of Borrowers and Guarantors.	132
10.21	USA Patriot Act.	133
10.22	Collateral Agency Agreements, Etc.	134
10.23	Amended and Restatement, Ratification, No Novation.	134

iii

LIST OF SCHEDULES AND EXHIBITS

SCHEDULES

SCHEDULE 1.1(B)    -    COMMITMENTS OF BANKS

SCHEDULE 1.1(M)    -    REAL PROPERTY TO BE MORTGAGED

SCHEDULE 1.1(P)    - PERMITTED LIENS

SCHEDULE 2.8.1    -EXISTING LETTERS OF CREDIT

SCHEDULE 5.1.2    -CAPITALIZATION

SCHEDULE 5.1.3    -    SUBSIDIARIES

SCHEDULE 5.1.7    -    LITIGATION

SCHEDULE 5.1.8    -    TITLE TO PROPERTY

SCHEDULE 5.1.20    -    EMPLOYEE BENEFIT PLAN DISCLOSURES

SCHEDULE 5.1.21    -    EMPLOYMENT MATTERS

SCHEDULE 5.1.22    -    ENVIRONMENTAL MATTERS

SCHEDULE 5.1.25    -    PERFECTION ACTIONS

SCHEDULE 5.1.26    -    PARTNERSHIP AGREEMENTS AND LIMITED LIABILITY

COMPANY AGREEMENTS

SCHEDULE 7.2.1    -    EXISTING INDEBTEDNESS

SCHEDULE 7.2.4    -    EXISTING INVESTMENTS

SCHEDULE 7.2.7    -    RECEIVABLES SALES

EXHIBITS

EXHIBIT 1.1(A) -ASSIGNMENT AND ASSUMPTION AGREEMENT

EXHIBIT 1.1(P)-PRICING GRID

EXHIBIT 1.1(R) - AMENDED AND RESTATED REVOLVING CREDIT NOTE

EXHIBIT 1.1(S)(1)-DOLLAR SWING LOAN NOTE

EXHIBIT 1.1(S)(2)-OPTIONAL CURRENCY SWING LOAN NOTE

EXHIBIT 2.4 - LOAN REQUEST

EXHIBIT 2.9.2-SWING LOAN REQUEST

EXHIBIT 4.8.6(A)-U.S. TAX COMPLIANCE CERTIFICATE (NON-

PARTNERSHIP FOREIGN LENDERS)

EXHIBIT 4.8.6(B)-U.S. TAX COMPLIANCE CERTIFICATE (NON-

PARTNERSHIP FOREIGN PARTICIPANTS)

EXHIBIT 4.8.6(C)-U.S. TAX COMPLIANCE CERTIFICATE

(PARTNERSHIP FOREIGN PARTICIPANTS)

EXHIBIT 4.8.6(D)-U.S. TAX COMPLIANCE CERTIFICATE (PARTNERSHIP

FOREIGN LENDERS)

EXHIBIT 7.3.3 - COMPLIANCE CERTIFICATE

EXHIBIT 10.20(A)-FORM OF BORROWER JOINDER

EXHIBIT 10.20(B)-FORM OF GUARANTOR JOINDER

iv

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is dated as of May 23, 2012, and is made by and among TRIUMPH GROUP, INC., a Delaware corporation ("TGI"), the other BORROWERS (as hereinafter defined), the GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent for the Banks under this Agreement (hereinafter referred to in such capacity together with its successors and assigns, as the "Administrative Agent").

WITNESSETH:

WHEREAS, certain of the Banks currently provide a revolving credit facility for TGI pursuant to the Original Credit Agreement (as hereinafter defined);

WHEREAS, the parties hereto are amending and restating the Original Credit Agreement on the terms and conditions set forth below; and

NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree that the Original Credit Agreement is amended and restated in its entirety as follows:

1.    CERTAIN DEFINITIONS

1.1    Certain Definitions.

In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise:

Acquisition shall mean, the acquisition of all of the equity ownership interests of Vought by TGI pursuant to the Acquisition Agreement.

Acquisition Agreement shall mean the Agreement and Plan of Merger dated as of March 23, 2010 by and among Vought Aircraft Industries, Inc., TGI, Spitfire Merger Corporation and TC Group, L.L.C.

Administrative Agent shall mean PNC Bank, National Association, and its successors and assigns, as Administrative Agent.

Administrative Agent's Fee shall have the meaning assigned to that term in Section 9.15.

Administrative Agent's Letter shall have the meaning assigned to that term in Section 9.15.

Affiliate as to any Person shall mean any other Person (i) which directly or indirectly controls, is controlled by, or is under common control with such Person, (ii) which beneficially

owns or holds 10% or more of any class of the voting or other equity interests of such Person, or (iii) 10% or more of any class of voting interests or other equity interests of which is beneficially owned or held, directly or indirectly, by such Person. "Control", as used in this definition, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, including the power to elect a majority of the directors or trustees of a corporation or trust, as the case may be.

Adjusted Funding Target Attainment Percentage shall mean the adjusted funding target attainment percentage as defined in Sections 206(g)(9) of ERISA and 436(j)(2) of the Internal Revenue Code.

Agreement shall mean this Second Amended and Restated Credit Agreement, as the same may be supplemented, amended or restated from time to time, including all schedules and exhibits.

Ancillary Security Documents shall mean title insurance, existing or otherwise available surveys, lien searches, flood insurance certifications, phase I environmental assessments or phase II environmental assessments, as applicable, opinions of counsel and such other documents and certifications as may be reasonably requested by the Administrative Agent, all as of a recent date and reasonably satisfactory to the Administrative Agent.

Anti-Terrorism Laws shall mean any Laws relating to terrorism or money laundering, including Executive Order No. 13224, the USA Patriot Act, the Laws comprising or implementing the Bank Secrecy Act, and the Laws administered by the United States Treasury Department's Office of Foreign Asset Control (as any of the foregoing Laws may from time to time be amended, renewed, extended, or replaced).

Applicable Pro Forma Reporting Period shall mean with respect to any Permitted Acquisition, the most recent 4-quarter period ending prior to the date of such Permitted Acquisition for which financial statements have been delivered (or were due to be delivered) by the Borrowers in accordance with Sections 7.3.1 or 7.3.2.

Approved Fund shall mean any Fund that is administered or managed by (i) a Bank, (ii) an Affiliate of a Bank or (iii) an entity or an Affiliate of an entity that administers or manages a Bank.

Assignment and Assumption Agreement shall mean an Assignment and Assumption Agreement by and among a Purchasing Bank, the Transferor Bank and the Administrative Agent, as Administrative Agent and on behalf of the remaining Banks, substantially in the form of Exhibit 1.1(A).

Authorized Officer shall mean those individuals, designated by written notice to the Administrative Agent from TGI, as agent for each Borrower, authorized to execute notices, reports and other documents on behalf of such Borrower required hereunder. Any Borrower may amend such list of individuals from time to time by having TGI give written notice of such amendment on its behalf to the Administrative Agent.

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Availability shall mean the sum of (i) the difference between (a) the lesser of (1) the Commitments and (2) the maximum amount of Loans that may be borrowed hereunder while maintaining compliance with each of the Total Leverage Ratio covenant under Section 7.2.16 and the Senior Leverage Ratio covenant under Section 7.2.17, and (b) the Revolving Facility Usage, plus (ii) cash and Cash Equivalents held by TGI or another Domestic Loan Party and maintained or managed at a Bank or an Affiliate of a Bank.

Bank-Provided Hedge shall mean an Interest Rate Hedge or other hedging transaction which is provided by any Bank or any Affiliate thereof, and meets the following requirements: such Interest Rage Hedge or other hedging transaction (i) is documented in a standard International Swap Dealer Association agreement, (ii) provides for the method of calculating the reimbursable amount of the provider's credit exposure in a reasonable and customary manner, and (iii) is entered into for hedging (rather than speculative) purposes. The liabilities of any Borrower or any Guarantor to the provider of any Bank-Provided Hedge (the "Hedge Liabilities") shall be "Obligations" hereunder, guaranteed obligations under the Guarantee and Collateral Agreement and otherwise treated as Obligations for purposes of each of the other Loan Documents. The Liens securing the Hedge Liabilities shall be paripassu with the Liens securing all other Obligations under this Agreement and the other Loan Documents.

Banks shall mean the financial institutions named on Schedule 1.1(B) and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a Bank.

Base Rate shall mean the greatest of (i) the interest rate per annum announced from time to time by the Administrative Agent at its Principal Office as its then prime rate, which rate may not be the lowest rate then being charged commercial borrowers by the Administrative Agent, (ii) the Federal Funds Open Rate plus 1/2% per annum, or (iii) the Daily Euro-Rate plus 1% per annum.

Base Rate Option shall mean the option of the Borrowers, exercisable by TGI as their agent, to have Revolving Credit Loans bear interest at the rate under the terms and conditions set forth in Section 3.1.1(i).

BBH Obligations shall mean the obligations of TGI to Brown Brothers Harriman & Co. arising under the IDB Guaranty.

Benefit Arrangement shall mean at any time any material "employee benefit plan", within the meaning of Section 3(3) of ERISA, which is neither a Plan nor a Multiemployer Plan and which is maintained, sponsored or otherwise contributed to by any member of the ERISA Group.

Blocked Person shall have the meaning assigned to such term in Section 5.1.24.2.

Borrower Joinder shall have the meaning assigned to such term in Section 10.20.

Borrowers shall mean collectively TGI and each of TGI's Subsidiaries which have executed this Agreement as a Borrower, or which becomes a Borrower pursuant to Section 10.20 hereof, and, if a Foreign Borrower, has not terminated its status as a Borrower pursuant to Section 10.20(iv).

3

Borrowing Date shall mean, with respect to any Loan, the date for the making thereof or the renewal or conversion thereof to the same or a different Interest Rate Option, which shall be a Business Day.

Borrowing Tranche shall mean specified portions of Loans outstanding as follows: (i) any Loans to which a Euro-Rate Option applies which become subject to the same Interest Rate Option under the same Loan Request by TGI, on behalf of the Borrowers, and which have the same Interest Period shall constitute one Borrowing Tranche, (ii) all Loans (other than Swing Loans) to which a Base Rate Option applies shall constitute one Borrowing Tranche, (iii) all Swing Loans to which the Euro-Rate Option applies which become subject to the same Interest Rate Option under the same Loan Request by TGI, on behalf of the Borrowers, and which have the same Interest Period and which are denominated either in Dollars or in the same Optional Currency shall constitute one Borrowing Tranche; and (iv) all Swing Loans to which the Base Rate Option applies shall be one Borrowing Tranche.

Business Day shall mean any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required to be closed for business in Pittsburgh, Pennsylvania and (i) if the applicable Business Day relates to any Loan to which the Euro-Rate Option applies, such day must also be a day on which dealings are carried on in the London interbank market, (ii) with respect to advances or payments of Loans or any other matters relating to Loans denominated in an Optional Currency, such day also shall be a day on which dealings in deposits in the relevant Optional Currency are carried on in the applicable interbank market, and (iii) with respect to advances or payments of Loans denominated in an Optional Currency, such day shall also be a day on which all applicable banks into which Loan proceeds may be deposited are open for business and foreign exchange markets are open for business in the principal financial center of the country of such currency.

Capital Lease Obligations shall mean any obligation under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP; and the amount of Indebtedness represented by such obligations shall be the capitalized amount of such obligation determined in accordance with GAAP; and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

Capital Stock shall mean any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants or options to purchase any of the foregoing.

Cash Collateralize shall mean, with respect to Letters of Credit Outstanding, that the Borrowers shall deposit with the Administrative Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the Letters of Credit Outstanding.

Cash Equivalents shall mean, at any time, (i) any evidence of Indebtedness with a maturity date of ninety (90) days or less issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof; provided, that the full faith

4

and credit of the United States of America is pledged in support thereof; (ii) certificates of deposit or bankers' acceptances with a maturity of (a) ninety (90) days or less of any financial institution that is a member of the Federal Reserve System having combined capital and surplus and undivided profits of not less than $500,000,000.00 and (b) twenty-four months or less of any financial institution that meets the requirements of clause (ii)(a) and is a Bank hereunder; (iii) commercial paper (including variable rate demand notes) with a maturity of ninety (90) days or less issued by a corporation (except any Borrower, any Guarantor or any Affiliate of any of them) organized under the laws of any State of the United States of America or the District of Columbia and rated at least A-1 by Standard & Poor's Ratings Service, a division of The McGraw-Hill Companies, Inc. or at least P-1 by Moody's Investors Service, Inc.; (iv) repurchase obligations with a term of not more than thirty (30) days for underlying securities of the types described in clause (i) above entered into with any financial institution having combined capital and surplus and undivided profits of not less than $500,000,000.00; (v) repurchase agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by the United States of America or issued by any governmental agency thereof and backed by the full faith and credit of the United States of America, in each case maturing within ninety (90) days or less from the date of acquisition; provided, that, the terms of such agreements comply with the guidelines set forth in the Federal Financial Agreements of Depository Institutions with Securities Dealers and Others, as adopted by the Comptroller of the Currency on October 31, 1985; and (vi) investments in money market funds and mutual funds which invest substantially all of their assets in securities of the types described in clauses (i) through (v) above.

Cash Management Agreements shall have the meaning assigned to such term in Section 2.9.9.

Closing Date shall mean the date on which the initial Loans are made hereunder.

Collateral shall mean the Pledged Collateral, the UCC Collateral, the Intellectual Property Collateral and the Real Property Collateral.

Collateral Agency Agreement shall mean the Amended and Restated Collateral Agency Agreement dated as of April 5, 2011, by and among the Loan Parties, Brown Brothers Harriman & Co. and the Administrative Agent.

Collateral Agent shall have the meaning assigned to such term in Section 8.2.5.2.

Collateral Documents shall mean the Guarantee and Collateral Agreement, the Mortgages and any other documents delivered under this Agreement granting Liens in favor of the Administrative Agent as collateral security for the Obligations.

Commitment shall mean as to any Bank its Revolving Credit Commitment, and as to the Administrative Agent, also its Swing Loan Commitment. Commitments shall mean the aggregate of the Revolving Credit Commitments of all of the Banks and Swing Loan Commitment of the Administrative Agent. The amount of the Commitment available for Revolving Credit Loans shall be reduced by the amount of the outstanding Swing Loan provided in Section 2.9.1.

5

Commitment Fee shall have the meaning assigned to that term in Section 2.3.

Computation Date shall have the meaning assigned to that term in Section 2.10.1.

Connection Income Taxes shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profit Taxes.

Consideration shall mean with respect to any Permitted Acquisition, the aggregate of (i) the cash paid by any Loan Party, or a Subsidiary thereof, directly or indirectly, to the seller in connection therewith, (ii) the Indebtedness incurred or assumed by any Loan Party or a Subsidiary thereof, whether in favor of the seller or otherwise and whether fixed or contingent, (iii) any Guaranty (whether or not constituting Indebtedness) given or incurred by any Loan Party or a Subsidiary thereof, in connection therewith, and (iv) any other consideration given or obligation incurred by any Loan Party or a Subsidiary thereof in connection therewith.

Consolidated Adjusted EBITDA shall mean, for any period of determination, Consolidated EBITDA of TGI and its Subsidiaries subject to the following adjustments:

(1) For any period in which TGI or one of its Subsidiaries has completed a Permitted Acquisition, the calculation of Consolidated AdjustedEBITDA for such period shall reflect, on a pro forma basis, the financial performance of the acquired entity or assets, as though the acquisition had been completed at the beginning of the period of determination, provided that any of the following conditions is met with respect to such acquisition:

(i)Either: (a) the financial statements of the Person acquired for the fiscal year immediately preceding the date of such Permitted Acquisition have been audited or (b) the financial statements of the Person acquired for the Applicable Pro Forma Reporting Period have been supported by a third party due diligence report, provided that such audit or due diligence report was performed by a nationally recognized firm (or another firm acceptable to the Administrative Agent) and is in form and substance reasonably satisfactory to the Administrative Agent;

OR

(ii) the acquired EBITDA for the Applicable Pro Forma Reporting Period is less than (15%) of the Consolidated Adjusted EBITDA for such period, excluding such acquired EBITDA;

OR

(iii) the Required Banks shall have approved the inclusion of such acquired EBITDA in the computation of "Consolidated Adjusted EBITDA" for the Applicable Pro Forma Reporting Period and subsequent fiscal periods of the Borrowers.

(2) For any period in which TGI or one of its Subsidiaries has completed a sale or disposition permitted under Sections 7.2.7(v) or 7.2.7(vii) [Dispositions of Assets or

6

Subsidiaries], the calculation of Consolidated AdjustedEBITDA for such period shall omit the financial performance of the entity or assets sold or disposed of, as though the acquisition or a sale or disposition had been completed at the beginning of the period of determination.

Consolidated Adjusted EBITDA shall be determined at the end of each fiscal quarter for the previous four quarters.

Consolidated EBITDA shall mean with respect to any Person for any period

(i) the sum of, without duplication, the amounts for such period, taken as a single accounting period (in each case (other than clause (a) below), to the extent the same was deducted in computing Consolidated Net Income):

(a) Consolidated Net Income;

(b) Consolidated Non-cash Charges;

(c)Consolidated Interest Expense;

(d)Consolidated Income Tax Expense;

(e)any non-recurring expenses or charges related to any equity offering, investments permitted under Section 7.2.4(v) (but only if such investment is made in a Joint Venture), (vi), (viii) and (x), recapitalization or Indebtedness permitted to be made under this Agreement (whether or not successful); less

(ii)the amount of extraordinary, non-recurring or unusual gains, including gains from asset sales outside the ordinary course of business and pension income recognized under FAS 87 or otherwise, to the extent the same were included in calculating Consolidated Net Income.

Consolidated Income Tax Expense shall mean, with respect to any Person for any period, the provision for federal, state, local and foreign income taxes of such Person and its Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP paid or accrued during such period, including any penalties and interest related to such taxes or arising from any tax examinations, to the extent the same were deducted in computing Consolidated Net Income.

Consolidated Interest Expense shall mean, with respect to any Person for any period, without duplication, the sum of:

(i)the total interest expense of such Person and its Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP, including, without limitation:

(a)any amortization of Indebtedness discount;

(b)the net cost under any Interest Rate Hedge (including any amortization of discounts);

(c)the interest portion of any deferred payment obligation;

7

(d)all commissions, discounts and other fees and charges owed with respect to letters of credit, bankers' acceptances, financing activities or similar activities; and

(e)all accrued interest;

(ii)the interest component of Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Subsidiaries during such period determined on a consolidated basis in accordance with GAAP; and

(iii)all capitalized interest of such Person and its Subsidiaries for such period;

provided, however, that Consolidated Interest Expense will exclude (I) the amortization or write-off of debt issuance costs and deferred financing fees, commissions, fees and expenses, (II) any expensing of interim loan commitment and other financing fees and (III) any interest on the Convertible Notes to the extent not paid in cash.

Consolidated Net Income shall mean for any fiscal period the net income of TGI and its Subsidiaries for such period determined and consolidated in accordance with GAAP; provided that:

(i) the net income (but not loss) of any Person that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Subsidiary thereof;

(ii) the net income of any Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that net income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its equity holders;

(iii)the net income of any Person acquired during the specified period for any period prior to the date of such acquisition shall be excluded, except to the extent permitted in the definition of Consolidated Adjusted EBITDA;

(iv)gains or losses on asset sales (other than sales of inventory and other assets in the ordinary course of business) shall be excluded;

(v)the cumulative effect of a change in accounting principles shall be excluded; and

(vi)notwithstanding clause (i) above, the net income (or loss) attributable to any discontinued operations shall be excluded;

(vii)settlement or curtailment charges recognized under FAS 88 shall be excluded.

Consolidated Non-cash Charges shall mean, with respect to any Person for any period, the aggregate depreciation, amortization (including amortization of goodwill, other intangibles, deferred financing fees, debt issuance costs, commissions, fees and expenses) and non-cash

8

charges and non-cash expenses of such Person and its Subsidiaries, including, without limitation, non-cash charges and non-cash expenses related to stock-based compensation, goodwill impairments or fixed asset writedowns and non-cash pension expense, reducing Consolidated Net Income of such Person and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding such charges constituting an extraordinary item of loss or any charge which requires an accrual of or a reserve for cash charges for any future period).

Consolidated Senior Net Indebtedness shall mean Consolidated Total Net Indebtedness less Subordinated Indebtedness.

Consolidated Total Net Indebtedness shall mean as of any date of determination the aggregate of all Indebtedness of TGI and its Subsidiaries as of such date determined and consolidated in accordance with GAAP minus unrestricted cash and Cash Equivalents in excess of $25,000,000.00 which are held by TGI or other Domestic Loan Party and maintained or managed by a Bank or an Affiliate of a Bank. Consolidated Total Net Indebtedness shall be measured at the end of each fiscal quarter.

Convertible Debt Documents shall mean the Convertible Note Indenture and the Convertible Notes, in each case as amended, supplemented or modified from time to time.

Convertible Notes shall mean the $179,050,000 Senior Subordinated Notes of the Borrower due 2026.

Convertible Note Indenture shall mean the indenture pursuant to which the Convertible Notes are issued.

Cumulative Credit shall mean, as of any date of determination, $50,000,000.00 plus 25% of cumulative Consolidated Net Income (excluding nonrecurring, noncash charges to Consolidated Net Income) from and including July 1, 2010 through and including the last full fiscal quarter for which financial statements have been delivered in accordance with Section 7.3.1 [Quarterly Financial Statements] or Section 7.3.2 [Annual Financial Statements] as of such date of determination, less (i) any amounts thereof used to make repurchases or pay dividends pursuant to clause (ii) Section 7.2.5 [Dividends and Related Distributions], (ii) any amounts thereof used to make investments pursuant to clause (x) of Section 7.2.4 [Loans and Investments] and (iii) any amounts thereof used to make payments of Indebtedness pursuant to clause (z) of the second paragraph of Section 7.2.20 [Repayment of Convertible Notes; Repayment of other Indebtedness], in each case after July 1, 2010 and prior to such date of determination.

Daily Euro-Rate shall mean, for any day, the rate per annum determined by the Administrative Agent by dividing (i) the Published Rate by (ii) a number equal to 1.00 minus the Euro-Rate Reserve Percentage on such day.

Defaulting Bank shall mean any Bank that has (a) failed to fund (i) any portion of the Revolving Credit Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder unless such Bank notifies the Administrative Agent and TGI in writing that such failure is the result of such Bank's good faith determination that one

9

or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) participations with respect to Letters of Credit (as provided in Section 2.8.3), or participations in Swing Loans (as provided in Section 2.9.5) required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, in each case, unless such failure has been cured and all interest accruing as a result of such failure has been fully paid in accordance with the terms hereof, (b) otherwise failed to pay over to the Administrative Agent or any other Bank any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute or unless such failure has been cured and all interest accruing as a result of such failure has been fully paid in accordance with the terms hereof, (c) notified the Borrowers, the Administrative Agent, or any Issuing Bank in writing or has made any public statement to the effect that it does not intend to comply with any of its funding obligations under this Agreement or under any other agreements in which it commits to extend credit, (d) failed, within one Business Day after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit or Swing Loans or (e) has or has a parent company that has been deemed insolvent or become the subject of an Insolvency Proceeding.

Documentation Agent shall mean individually U.S. Bank National Association, Manufacturers and Traders Trust Company, TD Bank, N.A., and The Bank of Tokyo-Mitsubishi UFJ, Ltd. and their successors and assigns, as Documentation Agent and Documentation Agents shall mean collectively U.S. Bank National Association, Manufacturers and Traders Trust Company, TD Bank, N.A., and The Bank of Tokyo-Mitsubishi UFJ, Ltd. and their successors and assigns, as Documentation Agents.

Dollar, Dollars, U.S. Dollars and the symbol $ shall mean lawful money of the United States of America.

Dollar Equivalent shall mean, with respect to any amount of any currency, the Equivalent Amount of such currency expressed in Dollars.

Dollar Equivalent Revolving Facility Usage shall mean at any time the sum of the Dollar Equivalent amount of Revolving Credit Loans then outstanding, the Dollar Equivalent amount of Swing Loans then outstanding, and the Dollar Equivalent amount of Letters of Credit Outstanding.

Dollar Loans shall mean any Loans denominated in U.S. Dollars.

Dollar Swing Loans shall have the meaning assigned to such term in Section 2.9.1.

Dollar Swing Loan Commitment shall mean PNC Bank's commitment to make Swing Loans to the Borrowers in an aggregate Dollar Equivalent principal amount of up to $100,000,000.00.

Dollar Swing Loan Note shall have the meaning assigned to such term in Section 2.9.3.

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Domestic shall mean with respect to a Loan Party or a Subsidiary, one which is organized under the laws of the United States of America, any state thereof or the District of Columbia, other than a Loan Party or Subsidiary described in clause (ii) of the definition of "Foreign".

Drawing Date shall have the meaning assigned to such term in Section 2.8.3.2.

Environmental Complaint shall mean any written complaint setting forth a cause of action for personal or property damage or natural resource damage or equitable relief, order, notice of violation, citation, request for information issued pursuant to any Environmental Laws by an Official Body, subpoena or other written notice asserting or threatening a claim relating to, arising out of, or issued pursuant to any of the Environmental Laws or any Environmental Conditions, as the case may be.

Environmental Conditions shall mean any conditions of the environment, including the workplace, the ocean, natural resources (including flora or fauna), soil, surface water, groundwater, any actual or potential drinking water supply sources, substrata or the ambient air, relating to or arising out of, or caused by the use, handling, storage, treatment, recycling, generation, transportation, release, spilling, leaking, pumping, emptying, discharging, injecting, escaping, leaching, disposal, dumping, threatened release or other management or mismanagement of Regulated Substances resulting from the use of, or operations on, the Property.

Environmental Laws shall mean all federal, state, local and foreign Laws and regulations, including permits, licenses, authorizations, bonds, orders, judgments, consent decrees issued, or entered into, pursuant thereto, relating to pollution or protection of human health or the environment or employee safety in the workplace.

Equivalent Amount shall mean, at any time, as determined by the Administrative Agent (which determination shall be conclusive absent manifest error), with respect to an amount of any currency (the "Reference Currency") which is to be computed as an equivalent amount of another currency (the "Equivalent Currency"): (i) if the Reference Currency and the Equivalent Currency are the same, the amount of such Reference Currency, or (ii) if the Reference Currency and the Equivalent Currency are not the same, the amount of such Equivalent Currency converted from such Reference Currency at the Administrative Agent's spot selling rate (based on the market rates then prevailing and available to the Administrative Agent) for the sale of such Equivalent Currency for such Reference Currency at a time determined by the Administrative Agent on the second Business Day immediately preceding the event for which such calculation is made.

Equivalent Currency shall have the meaning assigned to such term in the definition of Equivalent Amount.

ERISA shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

ERISA Group shall mean, at any time, each Borrower and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common

11

control and all other entities which, together with such Borrower, are treated as a single employer under Section 414 of the Internal Revenue Code.

Euro-Rate shall mean the following:

(A) with respect to Dollar Loans comprising any Borrowing Tranche to which the Euro-Rate Option applies for any Interest Period, the interest rate per annum determined by the Administrative Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the rate of interest determined by the Administrative Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error) to be the average of the London interbank offered rates for U.S. Dollars quoted by the British Bankers' Association as set forth on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which US dollar deposits are offered by leading banks in the London interbank deposit market) or the rate which is quoted by another source selected by the Administrative Agent which has been approved by the British Bankers' Association as an authorized information vendor for the purpose of displaying rates at which US dollar deposits are offered by leading banks in the London interbank deposit market (an "Alternate Source") two (2) Business Days prior to the first day of such Interest Period for an amount comparable to such Borrowing Tranche and having a borrowing date and a maturity comparable to such Interest Period (or if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement rate determined by the Administrative Agent at such time (which determination shall be conclusive absent manifest error)), by (ii) a number equal to 1.00 minus the Euro-Rate Reserve Percentage. Such Euro-Rate may also be expressed by the following formula:

Average of London interbank offered rates quoted

by Bloomberg or appropriate successor as shown on

Euro-Rate =Bloomberg Page BBAM1

1.00 - Euro-Rate Reserve Percentage

The Euro-Rate shall be adjusted with respect to any Loan to which the Euro-Rate Option applies that is outstanding on the effective date of any change in the Euro-Rate Reserve Percentage as of such effective date. The Administrative Agent shall give prompt notice to TGI, as agent for all of the Borrowers, of the Euro-Rate as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest error.

(B) with respect to Optional Currency Swing Loans in currency other than Euro comprising any Borrowing Tranche to which the Euro-Rate Option applies for any Interest Period, the interest rate per annum determined by the Administrative Agent by dividing (i) the rate of interest per annum determined by the Administrative Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error) to be the rate of interest per annum for deposits in the relevant Optional Currency which appears on the relevant Bloomberg Page (or, if no such quotation is available on such Bloomberg Page, on the appropriate such other substitute Bloomberg page that displays rates at which the relevant Optional Currency deposits are offered by leading banks in the Relevant Interbank Market) or the rate which is quoted by another source selected by the Administrative Agent which has been approved by the British Bankers' Association as an authorized information vendor for the

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purpose of displaying such rates at which such Optional Currency deposits are offered by leading banks in the London interbank deposit market (an "Optional Currency Alternate Source"), at approximately 9:00 a.m., Pittsburgh time, two (2) Business Days prior to the commencement of such Interest Period as the Relevant Interbank Market offered rate for deposits in the relevant Optional Currency for an amountcomparable to the principal amount of such Borrowing Tranche and having a borrowing date and a maturity comparable to such Interest Period (or if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement rate determined by the Administrative Agent at such time (which determination shall be conclusive absent manifest error)), by (ii) a number equal to 1.00 minus the Euro-Rate Reserve Percentage. Such Euro-Rate may also be expressed by the following formula:

Relevant Interbank Market offered rate quoted by Bloomberg or appropriate successor as shown on

Euro-Rate = Bloomberg Page BBAM1

1.00 - Euro-Rate Reserve Percentage

The Euro-Rate shall be adjusted with respect to any Loan to which the Euro-Rate Option applies that is outstanding on the effective date of any change in the Euro-Rate Reserve Percentage as of such effective date. The Administrative Agent shall give prompt notice to the Borrowers of the Euro-Rate as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest error. The Euro-Rate for any Loans shall be based upon the Euro-Rate for the currency in which such Loans are requested.

(C)with respect to Optional Currency Swing Loans denominated in Euro comprising any Borrowing Tranche to which the Euro-Rate Option applies for any Interest Period, the interest rate per annum determined by Administrative Agent by dividing (i) the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which deposits in Euro are offered by leading banks in the Relevant Interbank Market) or the rate which is quoted by an Alternate Source, at approximately 11:00 a.m., Brussels time, two (2) TARGET Days prior to the commencement of such Interest Period as the Relevant Interbank Market offered rate for deposits in Euro for an amount comparable to the principal amount of such Borrowing Tranche and having a borrowing date and a maturity comparable to such Interest Period (or if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement rate determined by the Administrative Agent at such time (which determination shall be conclusive absent manifest error)), by (ii) a number equal to 1.00 minus the Euro-Rate Reserve Percentage. Such Euro-Rate may also be expressed by the following formula:

London interbank offered rate quoted by Bloomberg or appropriate successor as shown on

Euro-Rate = Bloomberg Page BBAM1

1.00 - Euro-Rate Reserve Percentage

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The Euro-Rate shall be adjusted with respect to any Loan to which theEuro-Rate Optionapplies that is outstanding on the effective date of any change in the Euro-Rate Reserve Percentage as of such effective date. The Administrative Agent shall give prompt notice to the Borrowers of the Euro-Rate as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest error. The Euro-Rate for any Loans shall be based upon the Euro-Rate for the currency in which such Loans are requested.

Euro-Rate Option shall mean the option of the Borrowers, exercisable by TGI as their agent, to have Revolving Credit Loans bear interest at the rate and under the terms and conditions set forth in Section 3.1.1(ii).

Euro-Rate Reserve Percentage shall mean the maximum percentage (expressed as a decimal rounded upward to the nearest 1/100 of 1%) as determined by the Administrative Agent which is in effect during any relevant period, (i) as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including supplemental, marginal and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as "Eurocurrency Liabilities") of a member bank in such System; and (ii) to be maintained by a Bank as required for reserve liquidity, special deposit, or a similar purpose by any governmental or monetary authority of any country or political subdivision thereof (including any central bank), against (A) any category of liabilities that includes deposits by reference to which a Euro-Rate is to be determined, or (B) any category of extension of credit or other assets that includes Loans or Borrowing Tranches to which a Euro-Rate applies.

Event of Default shall mean any of the Events of Default described in Section 8.1.

Excluded Taxes shall mean any of the following Taxes imposed on or with respect to the Administrative Agent, the Issuing Bank or any Bank or required to be withheld or deducted from a payment to the Administrative Agent, or the Issuing Bank or such Bank, (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (a) imposed as a result of the Administrative Agent, the Issuing Bank or such Bank being organized under the laws of, or having its principal office or, in the case of any Bank, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (b) that are Other Connection Taxes, (ii) in the case of a Bank, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Bank with respect to an applicable interest in a Loan or Revolving Credit Commitment pursuant to a law in effect on the date on which (a) such Bank acquires such interest in such Loan or Revolving Credit Commitment (other than pursuant to an assignment request by the Borrowers under Section 4.4.2 [Replacement of a Bank]) or (b) such Bank changes its lending office, except in each case to the extent that, pursuant to Section 4.8 [Taxes], amounts with respect to such Taxes were payable either to such Bank's assignor immediately before such Bank became a party hereto or to such Bank immediately before it changed its lending office, (iii) Taxes attributable to the Administrative Agent, the Issuing Bank or such Bank's failure to comply with Section 4.8.6 [Status of Banks], and (iv) any U.S. federal withholding Taxes imposed under FATCA (except to the extent imposed due to the failure of the Borrowers to provide documentation or information to the IRS).

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Executive Order No. 13224 shall mean the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

Expiration Date shall mean, with respect to the Revolving Credit Commitments, the date that is five (5) years following the Closing Date.

FATCA shall mean Sections 1471 through 1474 of the Internal Revenue Code, any regulation or official interpretation thereof, as in effect on the date hereof (or any amended or successor version that is substantially comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

Federal Funds Effective Rate for any day shall mean the rate per annum (based on a year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the "Federal Funds Effective Rate" as of the date of this Agreement; provided, if such Federal Reserve Bank (or its successor) does not announce such rate on any day, the "Federal Funds Effective Rate" for such day shall be the Federal Funds Effective Rate for the last day on which such rate was announced.

Federal Funds Open Rate shall mean the rate per annum determined by the Administrative Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error) to be the "open" rate for federal funds transactions as of the opening of business for federal funds transactions among members of the Federal Reserve System arranged by federal funds brokers on such day, as quoted by Garvin Guybutler, any successor entity thereto, or any other broker selected by the Administrative Agent, as set forth on the applicable Telerate display page; provided, however; that if such day is not a Business Day, the Federal Funds Open Rate for such day shall be the "open" rate on the immediately preceding Business Day, or if no such rate shall be quoted by a Federal funds broker at such time, such other rate as determined by the Administrative Agent in accordance with its usual procedures.

Flood Insurance Laws shall mean, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto and (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto.

Foreign shall mean, with respect to a Loan Party or a Subsidiary, (i) one which is organized under the laws of a jurisdiction other than the United States of America, any state thereof or the District of Columbia and (ii) any Subsidiary of a Loan Party or Subsidiary that is described in clause (i) of this definition that is organized under the laws of the United States of America, any state of, or the District of Columbia and is not treated as a corporation for United States federal tax purposes.

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Foreign Bank shall mean any Bank (including the Administrative Agent and any Issuing Bank) that is organized under the laws of a jurisdiction that no Borrower is a resident for tax purposes. For purposes of this definition, the United States of America, each state thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

Fund shall mean any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding, or otherwise investing in commercial loans or similar extensions of credit in the ordinary course of its activities.

GAAP shall mean United States generally accepted accounting principles as are in effect in the United States from time to time, subject to the provisions of Section 1.3, and applied on a consistent basis both as to classification of items and amounts.

Governmental Acts shall have the meaning assigned to that term in Section 2.8.8.

Guarantee and Collateral Agreement shall mean the Amended and Restated Guarantee and Collateral Agreement dated as of April 5, 2011, from certain of the Loan Parties to the Administrative Agent, as may be amended, restated or supplemented from time, and as reaffirmed by the Loan Parties hereunder.

Guarantor shall mean a guarantor under the Guarantee and Collateral Agreement and the other Loan Documents, provided that no Foreign Loan Party nor Foreign Subsidiary shall be required to guarantee any Obligation of a Domestic Loan Party.

Guarantor Joinder shall have the meaning assigned to such term in Section 10.20.

Guaranty of any Person shall mean any obligation of such Person guaranteeing any liability or obligation of any other Person in any manner, whether directly or indirectly, including any performance bond or other suretyship arrangement and any other form of assurance against loss.

Historical Statements shall have the meaning assigned to that term in Section 5.1.9(i).

IDB's shall have the meaning assigned to such term in clause (xi) of the definition of "Permitted Liens".

IDB Guaranty shall mean the Amended and Restated Guaranty and Suretyship Agreement, dated as of April 18, 2008, among TGI and Brown Brothers Harriman & Co., as amended from time to time (including in connection with the Acquisition) provided that the principal amount of indebtedness guaranteed thereunder shall not exceed in the aggregate $10,800,000.00.

Immaterial Subsidiary shall mean (i) Triumph Group Charitable Foundation, (ii) while the Receivables Facility remains in place and so long as the SP Sub owns no assets other than trade accounts receivable, related rights, related lock-box bank accounts and proceeds thereof and sufficient other assets that, when added to the foregoing, enables it to satisfy the minimum tangible net worth test set forth in the Receivables Purchase Agreement and any such immaterial other assets that are necessary or appropriate for the SP Sub to maintain an arm's-length

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relationship with the Borrowers and Guarantors, the SP Sub, and (iii) any Subsidiary (a) in which the aggregate Investment (without duplication) by the Loan Parties is less than $10,000,000.00 and (b) which represented less than 5% of Consolidated Adjusted EBITDA for the most recently ended four (4) fiscal quarters; provided, however, that all Immaterial Subsidiaries described in clause (iii) of this definition shall not represent, in the aggregate, (x) more than 5% of Consolidated Adjusted EBITDA or (y) more than 5% of Consolidated total assets of TGI and its Subsidiaries.

Indebtedness shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of all of the following, without duplication: (i) borrowed money, (ii) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility, (iii) reimbursement obligations under any letter of credit, currency swap agreement, interest rate swap, cap, collar or floor agreement or other interest rate management device, (iv) any other transaction (including forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements (but not including trade payables and accrued expenses incurred in the ordinary course of business which are not more than 90 days overdue and not including the Payment Discount Arrangements), or (v) any Guaranty of Indebtedness for borrowed money. Without limiting the generality of the foregoing, Indebtedness of TGI and its Subsidiaries, determined on a consolidated basis, shall include, without duplication and without limitation, the obligations of TGI and/or its Subsidiaries (including without limitation, the SP Sub) under the Transaction Documents (as defined in the Receivables Purchase Agreement); provided however that the provisions of this sentence shall not apply for purposes of calculation of the Senior Secured First Lien Leverage Ratio.

Indemnified Taxes shall mean (i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any Obligation of any Loan Party under any Loan Document and (ii) to the extent not otherwise described in clause (i), Other Taxes.

Indiana Financing Agreement shall mean the Financing Agreement dated as of November 29, 2005, by and among The Triumph Group Operations, Inc., City of Shelbyville, Indiana and Brown Brothers Harriman & Co., as amended from time to time (including in connection with the Acquisition.).

Information shall mean all information received from the Loan Parties or any of their Subsidiaries relating to the Loan Parties or any of such Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Bank on a non‑confidential basis prior to disclosure by the Loan Parties or any of their Subsidiaries, provided that, in the case of information received from the Loan Parties or any of their Subsidiaries after the date of this Agreement, such information is clearly identified at the time of delivery as confidential.

Insolvency Proceeding shall mean, with respect to any Person, (a) a case, action or proceeding with respect to such Person (i) before any court or any other Official Body under any

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bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or (ii) for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of such Person or otherwise relating to the liquidation, dissolution, winding-up or relief of such Person, of (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of such Person's creditors or any substantial portion of its creditors; undertaken under any Law.

Intellectual Property Collateral shall mean all of the Intellectual Property, as defined in the Guarantee and Collateral Agreement.

Intercompany Subordination Agreement shall mean the Intercompany Subordination Agreement dated as of June 16, 2010 among the Loan Parties as may be amended, supplemented or restated from time to time, as reaffirmed by the Loan Parties hereunder.

Interest Coverage Ratio shall mean, with respect to any Test Period, the ratio of (i) Consolidated EBITDA for such Test Period to (ii) Consolidated Interest Expense for such period.

Interest Period shall have the meaning assigned to such term in Section 3.2.

Interest Rate Hedge shall mean an interest rate exchange, collar, cap, swap, adjustable strike cap, adjustable strike corridor or similar agreements entered into by any Borrower or any Guarantor or their Subsidiaries in order to provide protection to, or minimize the impact upon, the Borrowers, the Guarantors and/or their Subsidiaries of increasing floating rates of interest applicable to Indebtedness.

Interest Rate Option shall mean any Euro-Rate Option or Base Rate Option.

Internal Revenue Code shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

Investment shall mean, with respect to any Subsidiary of TGI or Joint Venture in which the Loan Parties or their Subsidiaries hold an interest, (i) all consideration (whether cash, property, assumption of liabilities or otherwise) paid or given by the Loan Parties or their Subsidiaries for the ownership interests or assets of such Subsidiary or Joint Venture, (ii) any cash or other property contributed by the Loan Parties or their Subsidiaries to the capital of such Subsidiary of Joint Venture, (iii) any loans made by the Loan Parties or their Subsidiaries to such Subsidiary or Joint Venture, (iv) any Guaranty made by or on behalf of such Loan Party or their Subsidiaries for the benefit of such Subsidiaries or Joint Venture, or (v) any other consideration paid to or provided for the benefit of such Subsidiary or Joint Venture by the Loan Parties or their Subsidiaries in the nature of an equity contribution or loan.

Issuing Bank shall mean PNC Bank, in its individual capacity as issuer of Letters of Credit hereunder and any other Bank that TGI, Administrative Agent and such other Bank may agree from time to time issue Letters of Credit hereunder.

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Joint Venture shall mean any entity in which the Loan Parties or their Subsidiaries, directly or indirectly, hold an ownership interest and the total of the ownership interests held by the Loan Parties and their wholly-owned Subsidiaries is less than 100%.

Labor Contracts shall mean all material employment agreements, material employment contracts, collective bargaining agreements and other material agreements among TGI or any Subsidiary of TGI and its employees.

Law shall mean any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order, injunction, writ, decree or award of any Official Body.

Letter of Credit shall have the meaning assigned to that term in Section 2.8.1.

Letter of Credit Borrowing shall have the meaning assigned to such term in Section 2.8.3.4.

Letter of Credit Fee shall have the meaning assigned to that term in Section 2.8.2.

Letters of Credit Outstanding shall mean at any time the sum of (i) the aggregate undrawn face amount of outstanding Letters of Credit and (ii) the aggregate amount of all unpaid and outstanding Reimbursement Obligations and Letter of Credit Borrowings (without duplication).

Lien shall mean any mortgage, deed of trust, pledge, lien, security interest, charge or other encumbrance or security arrangement of any nature whatsoever, whether voluntarily or involuntarily given, including any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security and any filed financing statement or other notice of any of the foregoing (whether or not a lien or other encumbrance is created or exists at the time of the filing).

LLC Interests shall have the meaning given to such term in Section 5.1.3.

Loan Documents shall mean this Agreement, the Notes, the Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, and the Mortgages each executed by the Borrowers or the Guarantors or both, as applicable, and the other parties thereto, and any other instruments, certificates or documents delivered or contemplated to be delivered hereunder or thereunder or in connection herewith or therewith, as the same may be supplemented or amended from time to time in accordance herewith or therewith, and Loan Document shall mean any of the Loan Documents.

Loan Party shall mean either any Borrower or any Guarantor and Loan Parties shall mean collectively the Borrowers and the Guarantors.

Loan Request shall mean a request for Revolving Credit Loans made in accordance with Section 2.4 or a request to select, convert to or renew a Euro-Rate Option in accordance with Section 3.2.

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Loans shall mean collectively and Loan shall mean separately all Revolving Credit Loans and Swing Loans or any Revolving Credit Loan or Swing Loan.

Material Adverse Change shall mean any set of circumstances or events which (a) has or is reasonably expected to have any material adverse effect whatsoever upon the validity or enforceability of this Agreement or any other Loan Document, (b) has or is reasonably expected to have a material and adverse effect on the business, properties, assets, financial condition or results of operations of TGI and its Subsidiaries taken as a whole, (c) impairs materially or is reasonably expected to impair materially the ability of TGI and its Subsidiaries taken as a whole to duly and punctually pay or perform its Indebtedness, or (d) impairs materially or is reasonably expected to impair materially the ability of the Administrative Agent or any of the Banks, to the extent permitted, to enforce their legal remedies pursuant to this Agreement or any other Loan Document.

Material Subsidiary shall mean any Subsidiary of TGI other than an Immaterial Subsidiary.

Month, with respect to an Interest Period under the Euro-Rate Option, shall mean the interval between the days in consecutive calendar months numerically corresponding to the first day of such Interest Period. If any Euro-Rate Interest Period begins on a day of a calendar month for which there is no numerically corresponding day in the month in which such Interest Period is to end, the final month of such Interest Period shall be deemed to end on the last Business Day of such final month.

Mortgage shall mean each mortgage in form and substance reasonably satisfactory to the Administrative Agent (modified as appropriate to conform with the specific requirements of the jurisdiction in which recorded) with respect to the Real Property Collateral executed and delivered by the relevant Loan Party to the Administrative Agent for the benefit of the Banks, each as modified from time to time by the Mortgage Modification with respect thereto, if applicable.

Mortgage Modification shall mean each mortgage modification in form and substance reasonably satisfactory to the Administrative Agent (modified as appropriate to conform with the specific requirements of the jurisdiction in which recorded) with respect to the Real Property Collateral identified on Schedule 1.1(M) upon which a Mortgage was granted to the Administrative Agent by the relevant Loan Party in connection with the 2010 Credit Agreement, executed and delivered by the relevant Loan Party to the Administrative Agent for the benefit of the Banks.

Multiemployer Plan shall mean any employee benefit plan which is a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA and to which any Borrower or any member of the ERISA Group is then making or accruing an obligation to make contributions or, within the preceding five plan years, has made or had an obligation to make such contributions.

Multiple Employer Plan shall mean a Plan which has two or more contributing sponsors (including TGI or any member of the ERISA Group) at least two of whom are not under common control, as such a plan is described in Sections 4063 and 4064 of ERISA.

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Notes shall mean the Revolving Credit Notes and the Swing Loan Notes.

Notices shall have the meaning assigned to that term in Section 10.6.

Obligation shall mean any obligation or liability of any of the Borrowers or the Guarantors to the Administrative Agent or any of the Banks, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, under or in connection with this Agreement, the Notes,the Letters of Credit, the Administrative Agent's Letter or any other Loan Document. Obligations shall include the Hedge Liabilities under a Bank - Provided Hedge but shall not include the liabilities to other Persons under any other Interest Rate Hedge. Obligations shall also include any liabilities of any Loan Party in respect of any Other Bank Provided Financial Service Product.

Official Body shall mean any national, federal, state, local or other government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of either, or any court or tribunal in each case whether foreign or domestic, with jurisdiction to act with the force of law with respect to pertinent matters.

Optional Currency shall mean any of the following currencies: British Pounds Sterling, Euros, Canadian Dollars, Mexican Pesos and any other currency approved by the Administrative Agent and PNC Bank pursuant to Section 2.10.4.

Optional Currency Swing Loans shall have the meaning assigned to such term in Section 2.9.1.

Optional Currency Swing Loan Commitment shall mean PNC Bank's commitment to make Optional Currency Swing Loans to the Borrowers in an aggregate Dollar Equivalent principal amount of up to $75,000,000.00.

Optional Currency Swing Loan Note shall have the meaning assigned to such term in Section 2.9.3.

Original Credit Agreement shall mean the 2010 Credit Agreement as amended and restated by the Amended and Restated Credit Agreement dated as of April 5, 2011, by and among the Loan Parties, the banks party thereto, and PNC Bank, National Association, as administrative agent thereunder.

Original Currency shall have the meaning assigned to such term in Section 4.9.1.

Other Bank Provided Financial Service Product shall mean an Other Financial Service Product under which any Bank or Affiliate of a Bank provides the applicable service to any of the Loan Parties.

Other Connection Taxes shall mean, with respect to the Administrative Agent, the Issuing Bank or any Bank, Taxes imposed as a result of a present or former connection between the Administrative Agent, the Issuing Bank or such Bank and the jurisdiction imposing such Tax (other than connections arising from the Administrative Agent, the Issuing Bank or any such Bank having executed, delivered, become a party to, performed its obligations under, received

21

payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Documents, or sold or assigned an interest in any Loan or Loan Document).

Other Currency shall have the meaning assigned to such term in Section 4.9.1.

Other Financial Service Product shall mean agreements or other arrangements under which any Person provides any of the following products or services to any of the Loan Parties: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH transactions, (f) cash management, including controlled disbursement, accounts or services, or (g) foreign currency exchange.

Other Taxes shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes or any other excise or property taxes, charges or similar levies arising from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to this Agreement or any other Loan Document, except any such Taxes that are (i) Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 4.4.2 [Replacement of a Bank]) or (ii) Excluded Taxes.

Participant shall have the meaning given to such term in Section 10.11.4.

Participation Advance shall mean, with respect to any Bank, such Bank's payment in respect of its participation in a Letter of Credit Borrowing according to its Ratable Share pursuant to Section 2.8.3.4.

Partnership Interests shall have the meaning given to such term in Section 5.1.3.

Payment Discount Arrangements shall mean the arrangements described on Schedule 7.2.7 [Receivables Sales] including, without limitation those among the Subsidiaries of TGI and Citibank, N.A. and TGI and General Electric Capital Corporation - Trade Payables Services Division or similar arrangements, provided that in each case the receivables sold under such arrangements shall be sold without recourse to TGI or any of its Subsidiaries.

PBGC shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.

Pennsylvania Financing Agreement shall mean Financing Agreement, dated April 18, 2008, by and among Triumph Controls, LLC, Montgomery County Industrial Development Authority and Brown Brothers Harriman & Co., as amended from time to time (including in connection with the Acquisition.).

Permitted Acquisition shall have the meaning assigned to such term in Section 7.2.6.

Permitted Investments shall mean:

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(i)direct obligations of the United States of America or any agency or instrumentality thereof or obligations backed by the full faith and credit of the United States of America maturing in twelve (12) months or less from the date of acquisition;

(ii)commercial paper maturing in 180 days or less rated not lower than A-1, by Standard & Poor's Corporation or P-1 by Moody's Investors Service, Inc. on the date of acquisition;

(iii)demand deposits, time deposits, money market account deposits or certificates of deposit maturing within one year in commercial banks whose obligations are rated A-1, A or the equivalent or better by Standard & Poor's Corporation on the date of acquisition;

(iv)investments in Cash Equivalents;

(v)shares of money market mutual funds that (a) invest substantially all of their assets in the investments described in clauses (i) through (iv) above and/or (b) are otherwise rated at least AAA by Standard & Poor's or at least Aaa by Moody's;

(vi)investments made under the Cash Management Agreements;

(vii)Interest Rate Hedges or any Bank-Provided Hedge, in each case, otherwise permitted hereunder;

(viii)investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; and

(ix)debt obligations received as consideration in connection with a sale of assets which is permitted hereunder.

Permitted Liens shall mean:

(i)Liens for taxes, assessments, custom duties or similar charges, incurred in the ordinary course of business and which are not yet due and payable;

(ii)Pledges or deposits made in the ordinary course of business to secure payment of worker's compensation, or to participate in any fund in connection with worker's compensation, unemployment insurance, old-age pensions or other social security programs;

(iii)Liens of mechanics, materialmen, warehousemen, carriers, or other like Liens, securing obligations incurred in the ordinary course of business that are not yet due and payable and Liens of landlords securing obligations to pay lease payments that are not yet due and payable or in default;

(iv)Good-faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess of the aggregate amount due thereunder, or to secure statutory obligations,

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or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business;

(v)Encumbrances consisting of zoning restrictions, easements or other restrictions on or with respect to the use of real property, none of which materially impairs the use of such property for the purposes intended by TGI and its Subsidiaries, and none of which is violated in any material respect by existing or proposed structures or land use;

(vi)Liens, security interests and mortgages in favor of the Administrative Agent for the benefit of the Banks securing the Obligations, including Hedge Liabilities and any Other Bank Provided Financial Service Product;

(vii)Liens on property leased by any Borrower or Subsidiary of any Borrower under operating leases securing obligations of such Borrower or Subsidiary to the lessor under such leases;

(viii)Any Lien existing on the date of this Agreement and described on Schedule 1.1(P); provided that the principal amount secured thereby is not hereafter increased, and no additional assets (other than proceeds and products of such assets and after acquired assets pursuant to customary after acquired property provisions) become subject to such Lien;

(ix)Purchase Money Security Interests and Liens on property leased by any Borrower or Subsidiary of any Borrower under capital leases securing obligations of such Borrower or Subsidiary to the lessor under such leases, provided that the aggregate amount of loans and Capital Lease Obligations secured by such Purchase Money Security Interests and Liens on such leased property shall not exceed the amount permitted under Section 7.2.1(i)(g) (excluding for the purpose of this computation any loans or deferred payments secured by Liens described on Schedule 1.1(P));

(x)The following, (a) if the validity or amount thereof is being contested in good-faith by appropriate and lawful proceedings diligently conducted so long as levy and execution thereon have been stayed and continue to be stayed or (b) if a final judgment is entered and such judgment is discharged within sixty (60) days of entry, and in either case they do not materially impair the Collateral or, in the aggregate, materially impair the ability of the Loan Parties to perform their Obligations hereunder or under the other Loan Documents:

(1)Claims or Liens for taxes, assessments or charges due and payable and subject to interest or penalty, providedthat the appropriate Loan Party maintains such reserves or other appropriate provisions as shall be required by GAAP and pays all such taxes, assessments or charges forthwith upon the commencement of proceedings to foreclose any such Lien;

(2)Claims, Liens or encumbrances upon, and defects of title to, real or personal property other than the Collateral, including any attachment of personal or real property or other legal process prior to adjudication of a dispute on the merits; or

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(3)Claims or Liens of mechanics, materialmen, warehousemen, carriers, or other statutory nonconsensual Liens.

(4)Liens resulting from final judgments or orders for the payment of money that do not constitute an Event of Default pursuant to Section 8.1.6 [Final Judgments or Orders];

(xi)subject to Section 7.2.1, Liens on fixed assets securing tax-exempt, fixed-rate industrial development bonds ("IDB's") or notes or similar financing;

(xii)Liens on accounts receivable sold pursuant to Payment Discount Arrangements;

(xiii)Liens on the Pool Assets granted by the SP Sub and the Liens granted by the Originators on the Receivables and the Related Rights in accordance with the Receivables Purchase and Sale Agreement, in each case in connection with the Receivables Facility;

(xiv)intentionally omitted;

(xv)the Vought Financing Liens;

(xvi)Permitted Refinancing Liens;

(xvii)Liens on assets to the extent that (a) the Banks do not have a Lien on such assets pursuant to the Loan Documents (and the Loan Documents do not purport to grant a Lien on such assets) or in the case of Liens on Collateral, such Liens are involuntary Liens arising by operation of law that are bonded or discharged within 45 days after entry thereof and (b) the aggregate amount of Indebtedness secured by such Liens does not exceed $25,000,000; and

(xviii)Liens securing obligations described under clause (m) of Section 7.2.1(i); provided that such Liens securing obligations described in such clause (m) shall be solely on assets owned by non-Loan Parties.

Permitted Refinancing Debt shall mean Indebtedness that refunds, refinances, renews, replaces or extends Indebtedness (such refunded, refinanced, renewed, replaced or extended Indebtedness referred to in this definition as "Refinanced Debt") permitted to be incurred pursuant to the terms of Section 7.2.1 [Indebtedness] whether involving the same or any other lender or creditor or group of lenders or creditors, but only to the extent that (i) such Indebtedness is scheduled to mature either (a) no earlier than the Refinanced Debt or (b) at least 91 days after the Expiration Date, and, in either case, such Indebtedness has a weighted average life to maturity equal to or greater than the weighted average life to maturity of the Refinanced Debt; (ii) such Indebtedness is in an aggregate principal amount that is less than or equal to the amount of the then currently outstanding Refinanced Debt (plus any unpaid, accrued interest, fees or premia in connection with such Refinanced Debt and any reasonable costs associated with such refinancing); (iii) such Indebtedness is not secured by Liens on any assets other than such assets that secured the Refinanced Debt and provided that such Liens are permitted by this Agreement; (iv) if the Refinanced Debt is subordinated to the Obligations, such Indebtedness shall be subordinated to the Obligations on terms not less favorable to the Banks; and (v) no

25

obligor shall be liable with respect to such Indebtedness other than an obligor that was liable in respect of such Refinanced Debt; and (vi) no Event of Default exists at the time of such refinancing or results after giving effect to such refinancing.

Permitted Refinancing Liens shall mean Liens on assets of TGI or any Subsidiary of TGI securing Permitted Refinancing Debt; provided that such Liens were otherwise permitted by this Agreement with respect to the Indebtedness which was refunded, refinanced or extended and that no other assets (other than proceeds and products thereof and after acquired assets pursuant to customary after acquired property provisions) are subject to such Liens.

Person shall mean any individual, natural person, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, joint venture, government or political subdivision or agency thereof, or any other entity.

Plan shall mean at any time an employee pension benefit plan (including a Multiple Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Internal Revenue Code and either (i) is maintained by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained by any entity which was at such time a member of the ERISA Group for employees of any entity which was at such time a member of the ERISA Group.

Pledged Collateral shall mean all Pledged Notes and Pledged Stock, in each case as such terms are defined in the Guarantee and Collateral Agreement.

PNC Bank shall mean PNC Bank, National Association, its successors and assigns.

Pool Assets has the meaning given to such term in the Receivables Purchase Agreement.

Potential Default shall mean any event or condition which with notice, the passage of time or both, would constitute an Event of Default.

Pricing Grid shall mean the chart attached hereto as Exhibit 1.1(P) which sets forth the rates at which Commitment Fees, Letter Credit Fees and interest rate margins are calculated on the basis of the Total Leverage Ratio.

Principal Office shall mean the main banking office of the Administrative Agent in Pittsburgh, Pennsylvania.

Prior Security Interest shall mean a valid and enforceable perfected first-priority security interest in the Collateral; provided that (i) the BBH Obligations shall be permitted to be secured by the Collateral on a pari passu basis with such security interest in the Collateral securing the Obligations and (ii) Liens which both (a) are Permitted Liens and (b) either (1) have priority over the Liens granted to the Administrative Agent pursuant to the Loan Documents by operation of Law or (2) are Purchase Money Security Interests whether or not having priority over the Liens granted to the Administrative Agent pursuant to the Loan Documents by operation of Law, shall be permitted to be prior to the Administrative Agents' lien on the Collateral.

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Prohibited Transaction shall mean any prohibited transaction as defined in Section 4975 of the Internal Revenue Code or Section 406 of ERISA which is not covered by a statutory exemption and for which neither an individual nor a class exemption has been issued by the United States Department of Labor.

Property shall mean all real property, both owned and leased, of any Loan Party.

PTC Filings shall mean the short form security agreements for U.S. Intellectual Property registrations and applications.

Published Rate shall mean the rate of interest published each Business Day in TheWall Street Journal "Money Rates" listing under the caption "London Interbank Offered Rates" for a one month period (or, if no such rate is published therein for any reason, then the Published Rate shall be the eurodollar rate for a one month period as published in another publication selected by the Administrative Agent).

Purchase Money Security Interest shall mean Liens upon tangible personal property securing loans to TGI or any Subsidiary or deferred payments by TGI or such Subsidiary for the purchase of such tangible personal property.

Purchasing Bank shall mean a Bank which becomes a party to this Agreement by executing an Assignment and Assumption Agreement.

Ratable Share shall mean the proportion that a Bank's Revolving Credit Commitment bears to the Revolving Credit Commitments of all of the Banks; provided, that in the case of Section 2.14 when a Defaulting Bank shall exist, "Ratable Share" shall mean the proportion that a Bank's Revolving Credit Commitment bears to the Revolving Credit Commitments of all of the Banks, other than the Revolving Credit Commitment of each Defaulting Bank.

Real Property shall mean the real estate owned by the respective Loan Parties and located in the respective locations identified on Schedule 5.1.8 hereto, which shall be delivered as of the Closing Date, and any real estate acquired by any Loan Party after the Closing Date.

Real Property Collateral shall mean the Real Property of the Loan Parties identified on Schedule 1.1(M) in which Liens are to be granted under the Mortgages and such other Real Property as is required to be mortgaged pursuant to Section 7.1.16(b) hereof.

Receivables Facility shall mean (a) the receivables financing facility structured by PNC Capital Markets LLC and administered by PNC Bank dated on or about August 7, 2008 (as the same may be amended, supplemented, restated or otherwise modified from time to time), evidenced by the Receivables Purchase Agreement and the other Transaction Documents (as defined in the Receivables Purchase Agreement) whereby TGI and certain of its Subsidiaries (collectively, with TGI, the "Originators") from time to time shall sell, transfer, convey, assign or contribute the Receivables (as defined in the Receivables Purchase Agreement) and the Related Rights (as defined in the Receivable Purchase and Sale Agreement) to the SP Sub, which, in turn, shall sell undivided variable percentage interests in the Purchased Interests (as defined in the Receivables Purchase Agreement) to the Purchasers (as defined in the Receivables Purchase

27

Agreement); provided that the receivables of Vought and its Subsidiaries other than Triumph Structures - Everett, Inc. (f/k/a Contour Aerospace Corporation) shall be excluded from such receivables financing facility unless the Required Banks agree in writing to include such receivables in such receivables financing facility and (b) to the extent the existing Receivables Facility is terminated, any other similar replacement facility entered into on market terms (as determined in the reasonable good faith judgment of the Administrative Agent), subject to the proviso in clause (a) above, and so long as such terms are not materially adverse to the Banks compared with the terms of the facility described in clause (a) above (as determined in the reasonable good faith judgment of the Administrative Agent).

Receivables Performance Guaranty shall mean (a) the Performance Guaranty executed by TGI on or about August 7, 2008, as a performance guarantor, in favor of PNC Bank, as the Administrator under the Receivables Facility, as the same may be amended, supplemented, restated or otherwise modified from time to time and (b) to the extent the existing Receivables Facility is terminated, any other similar guaranty relationship entered into on market terms (as determined in the reasonable good faith judgment of the Administrative Agent), so long as such terms are not materially adverse to the Banks compared with the terms of the agreement described in clause (a) above (as determined in the reasonable good faith judgment of the Administrative Agent).

Receivables Purchase Agreement shall mean (a) that certain Receivables Purchase Agreement, dated on or about August 7, 2008, among the SP Sub, the Borrower, as the Servicer thereunder, PNC Bank, as the Administrator thereunder, and the Purchasers, as the same may be amended, supplemented, restated or otherwise modified from time to time and (b) to the extent the existing Receivables Facility is terminated, any other similar agreement entered into on market terms (as determined in the reasonable good faith judgment of the Administrative Agent), so long as such terms are not materially adverse to the Banks compared with the terms of the agreement described in clause (a) above (as determined in the reasonable good faith judgment of the Administrative Agent).

Receivables Purchase and Sale Agreement shall mean (a) that certain Purchase and Sale Agreement, dated on or about August 7, 2008, amount the SP Sub, the Originators and the Borrower, as the initial Servicer thereunder, as the same may be amended, supplemented, restated or otherwise modified from time to time and (b) to the extent the existing Receivables Facility is terminated, any other similar agreement entered into on market terms (as determined in the reasonable good faith judgment of the Administrative Agent), so long as such terms are not materially adverse to the Banks compared with the terms of the agreement described in clause (a) above.

Reference Currency shall have the meaning assigned to such term in the definition of Equivalent Amount.

Refinanced Debt shall have the meaning assigned to such term in the definition of Permitted Refinancing Debt.

Regulated Substances shall mean any substance, including any solid, liquid, semisolid, gaseous, thermal, thoriated or radioactive material, refuse, garbage, wastes, chemicals, petroleum

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products, by-products, coproducts, impurities, dust, scrap, heavy metals, any substance defined as a "hazardous substance", "pollutant", "pollution", "contaminant", "hazardous or toxic substance", "extremely hazardous substance", "toxic chemical", "toxic waste", "hazardous waste", "industrial waste", "residual waste", "solid waste", "municipal waste", "mixed waste", "infectious waste", "chemotherapeutic waste", "medical waste", "regulated substance" or any related materials, substances or wastes as now or hereafter defined pursuant to any Environmental Laws, ordinances, rules, regulations or other directives of any Official Body, the generation, manufacture, extraction, processing, distribution, treatment, storage, disposal, transport, recycling, reclamation, use, reuse, spilling, leaking, dumping, injection, pumping, leaching, emptying, discharge, escape, release or other management or mismanagement of which is regulated by the Environmental Laws.

Regulation U shall mean Regulation U, T or X as promulgated by the Board of Governors of the Federal Reserve System, as amended from time to time.

Reimbursement Obligation shall have the meaning assigned to such term in Section 2.8.3.2.

Related Parties shall mean, with respect to any Person, such Person's Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and such Affiliates.

Relevant Interbank Market shall mean in relation to Euro, the European Interbank Market and, in relation to any other currency, the London Interbank Market.

Reportable Event shall mean a reportable event described in Section 4043 of ERISA and regulations thereunder with respect to a Plan or Multiemployer Plan.

Required Banks shall mean (i) if there are no Revolving Credit Loans, Reimbursement Obligations or Letter of Credit Borrowings outstanding, Banks other than Defaulting Banks whose Revolving Credit Commitments aggregate at least 51% of the Revolving Credit Commitments of all of the Banks (other than Defaulting Banks), or (ii) if there are Revolving Credit Loans, Reimbursement Obligations, or Letter of Credit Borrowings outstanding, any Bank or group of Banks other than Defaulting Banks if the sum of the Revolving Credit Loans, Reimbursement Obligations and Letter of Credit Borrowings of such Banks then outstanding aggregates at least 51% of the total amount of the Revolving Credit Loans, Reimbursement Obligations and Letter of Credit Borrowings then outstanding (other than those held by Defaulting Banks). Reimbursement Obligations and Letter of Credit Borrowings shall be deemed, for purposes of this definition, to be in favor of the Issuing Bank and not a participating Bank if such Bank has not made its Participation Advance in respect thereof and shall be deemed to be in favor of such Bank to the extent of its Participation Advance if it has made its Participation Advance in respect thereof.

Revolving Credit Commitment shall mean, as to any Bank at any time, the amount initially set forth opposite its name on Schedule 1.1(B) in the column labeled "Amount of Commitment for Revolving Credit Loans", and thereafter on Schedule I to the most recent applicable Assignment and Assumption Agreement, and Revolving Credit Commitments shall

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mean the aggregate Revolving Credit Commitments of all of the Banks. The aggregate amount of the Revolving Credit Commitments is subject to the provisions of Section 2.1.2.

Revolving Credit Loans shall mean collectively and Revolving Credit Loan shall mean separately all Revolving Credit Loans or any Revolving Credit Loan made by the Banks or one of the Banks to the Borrowers pursuant to Section 2.1 or 2.8.3.2 or 2.9.4 hereof.

Revolving Credit Notes shall mean collectively and Revolving Credit Note shall mean separately all the Amended and Restated Revolving Credit Notes of the Borrowers in the form of Exhibit 1.1(R) evidencing the Revolving Credit Loans together with all amendments, restatements, extensions, renewals, replacements, refinancings or refundings thereof in whole or in part.

Revolving Facility Usage shall mean at any time the sum of the Revolving Credit Loans and Swing Loans outstanding and the Letters of Credit Outstanding.

Senior Leverage Ratio shall mean, with respect to any Test Period, the ratio of Consolidated Senior Net Indebtedness as of the last day of such Test Period to Consolidated Adjusted EBITDA for such Test Period.

Senior Secured First Lien Leverage Ratio shall mean, with respect to any Test Period, the ratio of Consolidated Senior Net Indebtedness (other than Indebtedness in respect of the Receivables Facility) minus Indebtedness not secured by a first priority Lien on any assets of TGI or any of its Subsidiaries, all as of the last day of the Test Period, to Consolidated Adjusted EBITDA for such Test Period.

Shares shall have the meaning assigned to that term in Section 5.1.2.

SP Sub shall mean Triumph Receivables, LLC, a wholly owned, bankruptcy remote Subsidiary of the Borrower.

Specified IDB Obligations shall mean the Indebtedness and related obligations of The Triumph Group Operations, Inc., Triumph Controls, LLC and TGI arising pursuant to the Indiana Financing Agreement, the Pennsylvania Financing Agreement and the IDB Guaranty, respectively provided that in no event shall the aggregate principal amount of Specified IDB Obligations exceed $10,800,000.00.

Standard Securitization Undertakings shall mean representations, warranties, covenants and indemnities entered into by TGI or any Subsidiary which are reasonable and customary in an accounts receivable securitization transaction as determined in good faith by TGI, including Guaranties by TGI or any Subsidiary of any of the foregoing obligations of TGI or a Subsidiary.

Subordinated Indebtedness shall mean (i) Indebtedness of TGI under the Convertible Debt Documents and the 2009 Bonds (provided that, in each case, such Indebtedness shall at all times be subordinated pursuant to the subordination provisions contained therein), (ii) subordinated Indebtedness incurred under Section 7.2.1(ii)(b) and (iii) any other subordinated Indebtedness of the Loan Parties provided that such Indebtedness is subordinated to the

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Indebtedness under the Loan Documents on typical market terms for similar subordinated Indebtedness (including maturity dates which extend beyond 365 days after the Expiration Date, and other appropriate provisions), reasonably acceptable to, and approved in writing by, the Administrative Agent.

Subsidiary of any Person at any time shall mean (i) any corporation or trust of which 50% or more (by number of shares or number of votes) of the outstanding capital stock or shares of beneficial interest normally entitled to vote for the election of one or more directors or trustees (regardless of any contingency which does or may suspend or dilute the voting rights) is at such time owned directly or indirectly by such Person or one or more of such Person's Subsidiaries, or (ii) any partnership of which such Person is a general partner or of which 50% or more of the partnership interests is at the time directly or indirectly owned by such Person or one or more of such Person's Subsidiaries, (iii) any limited liability company of which such Person is a managing member or of which 50% or more of the limited liability company interests is at the time directly or indirectly owned by such Person or one or more of such Person's Subsidiaries, or (iv) any corporation, trust, partnership, limited liability company or other entity which is controlled or capable of being controlled by such Person or one or more of such Person's Subsidiaries.

Subsidiary Shares shall have the meaning assigned to that term in Section 5.1.3.

Swing Loan Commitment shall mean PNC Bank's Dollar Swing Loan Commitment or its Optional Currency Swing Loan Commitment, as applicable.

Swing Loan Conversion Date shall have the meaning assigned to such term in Section 2.9.4.

Swing Loan Notes and Swing Loan Note shall have the meaning assigned to such term in Section 2.9.3.

Swing Loan Repayment Date shall have the meaning assigned to such term in Section 2.9.2.

Swing Loan Request shall mean a request for Swing Loans made in accordance with Section 2.9.2.

Swing Loans shall have the meaning assigned to such term in Section 2.9.1.

Syndication Agent shall mean individually Citizens Bank of Pennsylvania, JPMorgan Chase Bank, N.A., Sovereign Bank, N.A. and Royal Bank of Canada, and their successors and assigns, as a Syndication Agent, and Syndication Agents shall mean collectively Citizens Bank of Pennsylvania, JPMorgan Chase Bank, N.A., Sovereign Bank, N.A., and Royal Bank of Canada, and their successors and assigns, as Syndication Agents.

TARGET2 shall mean the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on 19 November 2007.

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TARGET Day shall mean any day on which TARGET2 is open for the settlement of payment in Euro.

Taxes shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by an Official Body, including any interest, additions to tax or penalties applicable thereto.

Test Period in effect at any time shall mean the most recent period of four consecutive fiscal quarters of TGI ended on or prior to such time (taken as one accounting period) in respect of which financial statements for each quarter or fiscal year in such period have been or are required to be delivered pursuant to Section 7.3.1 or 7.3.2; provided that, prior to the first date that financial statements have been or are required to be delivered pursuant to Section 7.3.1 or 7.3.2, the Test Period in effect shall be the period of four consecutive fiscal quarters ended March 31, 2012. A Test Period may be designated by reference to the last day thereof (i.e., the “March 31, 2012 Test Period” refers to the period of four consecutive fiscal quarters of TGI ended March 31, 2012), and a Test Period shall be deemed to end on the last day thereof.

TGI shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

Total Leverage Ratio shall mean, for any date of determination, the ratio of Consolidated Total Net Indebtedness as of such date to Consolidated Adjusted EBITDA for the four fiscal quarters then ended.

Transferor Bank shall mean the selling Bank pursuant to an Assignment and Assumption Agreement.

UCC Collateral shall mean the property of the Loan Parties in which security interests are to be granted under the Guarantee and Collateral Agreement.

USA Patriot Act shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

U.S.-Owned DRE shall mean any entity that (A) is organized under the laws of the United States, any State thereof or the District of Columbia; (B) is disregarded as an entity separate from its owner for U.S. federal tax purposes; (C) is directly owned by a Domestic Loan Party; and (D) owns stock or interests in a Foreign Subsidiary.

U.S. Tax Compliance Certificate shall have the meaning given to such term in Section 4.8.6.

Vought shall mean Vought Aircraft Industries, Inc., a Delaware corporation.

Vought Acquisition Debt shall mean the 2010 Bonds; provided the aggregate principal amount thereof does not exceed $350,000,000; provided, further, that the 2010 Bonds shall, in any case, meet the Vought Financing Parameters.

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Vought Financing Liens shall mean Liens securing the Vought Acquisition Debt that are junior in priority to those securing the Obligations pursuant to intercreditor arrangements reasonably satisfactory to the Administrative Agent.

Vought Financing Parameters shall mean the following terms and conditions, except to the extent that any such term or condition is expressly waived or amended in writing by the Required Banks:

with respect to the Vought Acquisition Debt, such Indebtedness shall and shall continue to (i) have a maximum aggregate principal amount of $350,000,000; (ii) be unsecured or secured by Liens junior in priority to those securing the Obligations pursuant to intercreditor arrangements reasonably satisfactory to the Administrative Agent, (iii) not be guaranteed by or be in favor of a borrower or other obligor thereunder unless such Person is also a Borrower, Guarantor or obligor of the Obligations, and (iv) either (a) have a maturity date not earlier than one year after the Expiration Datehereunder (as such Expiration Date exists on the date hereof) or (b) upon its maturity date, be, by its terms, convertible into or exchangeable for Indebtedness that has such a maturity date.

Withdrawal Liability shall have the meaning assigned to such term under Part I of Subtitle E of Title IV of ERISA.

Withholding Agent shall mean any Loan Party and the Administrative Agent.

2009 Bonds shall mean TGI's 8% Senior Subordinated Notes due 2017.

2010 Credit Agreement shall mean that Credit Agreement dated as of May 10, 2010, as amended, among certain of the Banks as defined therein, the Loan Parties and PNC Bank, National Association as administrative agent.

2010 Bonds shall mean notes issued by TGI to finance a portion of the Acquisition; provided the aggregate principal amount thereof does not exceed $350,000,000, provided, further, that the 2010 Bonds shall, in any case, meet the Vought Financing Parameters.

1.2    Construction.

Unless the context of this Agreement otherwise clearly requires, the following rules of construction shall apply to this Agreement and each of the other Loan Documents:

1.2.1 Number; Inclusion.

references to the plural include the singular, the plural, the part and the whole; "or" has the inclusive meaning represented by the phrase "and/or", and "including" has the meaning represented by the phrase "including without limitation";

1.2.2 Determination.

references to "determination" of or by the Administrative Agent or the Banks shall be deemed to include good-faith estimates by the Administrative Agent or the Banks

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(in the case of quantitative determinations) and good-faith beliefs by the Administrative Agent or the Banks (in the case of qualitative determinations) and such determination shall be conclusive absent manifest error;

1.2.3 Administrative Agent's Discretion and Consent.

whenever the Administrative Agent or the Banks are granted the right herein to act in its or their sole discretion or to grant or withhold consent such right shall be exercised in good-faith;

1.2.4 Documents Taken as a Whole.

the words "hereof", "herein", "hereunder", "hereto" and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document as a whole and not to any particular provision of this Agreement or such other Loan Document;

1.2.5 Headings.

the section and other headings contained in this Agreement or such other Loan Document and the Table of Contents (if any), preceding this Agreement or such other Loan Document are for reference purposes only and shall not control or affect the construction of this Agreement or such other Loan Document or the interpretation thereof in any respect;

1.2.6 Implied References to this Agreement.

article, section, subsection, clause, schedule and exhibit references are to this Agreement or other Loan Document, as the case may be, unless otherwise specified;

1.2.7 Persons.

reference to any Person includes such Person's successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement or other Loan Document, as the case may be, and reference to a Person in a particular capacity excludes such Person in any other capacity;

1.2.8 Modifications to Documents.

reference to any agreement (including this Agreement and any other Loan Document together with the schedules and exhibits hereto or thereto), document or instrument means such agreement, document or instrument as amended, modified, replaced, substituted for, superseded or restated;

1.2.9 From, To and Through.

relative to the determination of any period of time, "from" means "from and including", "to" means "to but excluding", and "through" means "through and including"; and

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1.2.10 Shall; Will.

references to "shall" and "will" are intended to have the same meaning.

1.3    Accounting Principles.

Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, this shall be done in accordance with GAAP as in effect on the Closing Date, to the extent applicable, except as otherwise expressly provided in this Agreement. If there are any changes in GAAP after the Closing Date that would affect the computation of the Total Leverage Ratio, Senior Leverage Ratio, Senior Secured First Lien Leverage Ratio or Interest Coverage Ratio, such changes shall only be followed, with respect to such financial covenants, from and after the date this Agreement shall have been amended to take into account any such changes.

2.    REVOLVING CREDIT FACILITY

2.1    Revolving Credit Commitments.

2.1.1 General.

Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Bank severally agrees to make Revolving Credit Loans in Dollars to the Borrowers at any time or from time to time on or after the date hereof to the Expiration Date provided that after giving effect to each such Loan the aggregate amount of Revolving Credit Loans from such Bank shall not exceed such Bank's Revolving Credit Commitment minus such Bank's Ratable Share of the Dollar Equivalent amount of the then outstanding Swing Loans and the Dollar Equivalent amount of Letters of Credit Outstanding. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrowers may borrow, repay and reborrow pursuant to this Section 2.1.

2.1.2 Right to Increase Commitments.

Provided that there is not continuing any Event of Default or Potential Default, if the Borrowers wish to increase the Revolving Credit Commitments, TGI, as agent for the Borrowers, shall notify the Administrative Agent thereof, provided that any such increase shall be a one time increase and shall be in a minimum of $10,000,000 and a maximum of $50,000,000.Each Bank shall have the right at any time within thirty (30) days following such notice to increase its respective Revolving Credit Commitment so as to provide such added commitment pro rata in accordance with such Bank's Ratable Share, and any portion of such requested increase which is not provided by any Bank shall be available to the other Banks, and thereafter, to the extent not provided by the Banks, to any additional bank (for purposes of this section, an "Additional Bank") proposed by TGI, which is approved by the Administrative Agent (which approval shall not be unreasonably withheld) and which becomes a party to this Agreement pursuant to Section 10.11. In the event of any such increase in the aggregate Revolving Credit Commitments effected pursuant to the terms of this subsection 2.1.2, new

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Notes shall, to the extent necessary, be executed and delivered by the Borrowers in exchange for the surrender of the existing Notes. If Revolving Credit Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (i) each such Bank increasing its Revolving Credit Commitments (for purposes of this section, and "Increasing Bank"), each such Additional Bank and each other Bank shall be deemed to have entered into a master Assignment and Assumption Agreement, in form and substance substantially similar to Exhibit 1.1(A), pursuant to which each such other Bank shall have assigned to each such Increasing Bank and each such Additional Bank, a portion of its Revolving Credit Loans necessary to reflect proportionately the Revolving Credit Commitments as adjusted in accordance with this Section 2.1.2, and (ii) in connection with such assignment, each such Increasing Bank and each such Additional Bank shall pay to the Administrative Agent, for the account of each such other Bank, such amount as shall be necessary to reflect the assignment to it of Revolving Credit Loans, and in connection with such master assignment each such other Bank may treat the assignment of Revolving Credit Loans subject to a Euro-Rate Option as a prepayment thereof for purposes of Section 4.5.2.

2.2    Nature of Banks' Obligations with Respect to Revolving Credit Loans.

Each Bank shall be obligated to participate in each request for Revolving Credit Loans pursuant to Section 2.4 in accordance with its Ratable Share. The aggregate amount of each Bank's Revolving Credit Loans outstanding hereunder to the Borrowers at any time shall never exceed its Revolving Credit Commitment minus its Ratable Share of the Dollar Equivalent amount of Letter of Credit Outstandings and the Dollar Equivalent of outstanding Swing Loans, subject to Section 4.6.1. The obligations of each Bank hereunder are several. The failure of any Bank to perform its obligations hereunder shall not affect the Obligations of the Borrowers to any other party nor the several obligations of the other Banks to the Borrowers; nor shall any other party be liable for the failure of such Bank to perform its obligations hereunder. The Banks shall have no obligation to make Revolving Credit Loans hereunder on or after the Expiration Date.

2.3    Commitment Fees.

Accruing from the Closing Date until the Expiration Date, the Borrowers agree to pay to the Administrative Agent in Dollars for the account of each Bank according to its Ratable Share, as consideration for such Bank's Revolving Credit Commitment hereunder, a nonrefundable commitment fee (the "Commitment Fee"), calculated on a per annum (365 or 366 days, as appropriate, and actual days elapsed) basis under the Pricing Grid, on the average daily difference between the amount of (i) the Revolving Credit Commitments as the same may be constituted from time to time and (ii) the Dollar Equivalent Revolving Facility Usage; provided, however, that the portion of the Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Bank during the period prior to the time such Bank became a Defaulting Bank and unpaid at such time shall not be payable by the Borrowers so long as such Bank is a Defaulting Bank except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided further that no Commitment Fee shall accrue on the Revolving Credit Commitment of a Defaulting Bank so long as such Bank is a Defaulting Bank. All Commitment Fees shall be payable quarterly in arrears on the first Business Day of each October, January, April and July for the immediately

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preceding quarter and on the Expiration Date or upon acceleration of the Notes. For purposes of this computation, PNC Bank's outstanding Swing Loans shall be deemed to be borrowed amounts under its Revolving Credit Commitment (and no other Bank's).

2.4    Revolving Credit Loan Requests.

Except as otherwise provided herein, TGI, on behalf of the Borrowers may from time to time prior to the Expiration Date request the Banks to make Revolving Credit Loans, or renew or convert the Interest Rate Option applicable to existing Revolving Credit Loans pursuant to Section 3.2, by delivering to the Administrative Agent, not later than (i) 2:00 p.m., Pittsburgh time, three (3) Business Days prior to the proposed Borrowing Date with respect to the making of Revolving Credit Loans to which the Euro-Rate Option applies or the date of conversion to or the renewal of the Euro-Rate Option for any such Loans; and (ii) 10:30 a.m., Pittsburgh time on either the proposed Borrowing Date with respect to the making of a Revolving Credit Loan to which the Base Rate Option applies or the last day of the preceding Interest Period with respect to the conversion to the Base Rate Option for any Revolving Credit Loan to which the Euro-Rate Option applies, of a duly completed request therefor substantially in the form of Exhibit 2.4 or a request by telephone immediately confirmed in writing by letter, or facsimile in such form (each, a "Loan Request"), it being understood that the Administrative Agent may rely on the authority of any individual making such a telephonic request without the necessity of receipt of such written confirmation. Each Revolving Credit Loan Request shall be irrevocable and shall specify (i) the proposed Borrowing Date; (ii) the aggregate amount of the proposed Revolving Credit Loans comprising each Borrowing Tranche, the amount of which shall be in integral multiples of $500,000 and not less than $2,000,000 for each Borrowing Tranche to which the Euro-Rate Option applies and not less than the lesser of $200,000 or the maximum amount available for Borrowing Tranches to which the Base Rate Option applies; (iii) whether the Euro-Rate Option or Base Rate Option shall apply to the proposed Revolving Credit Loans comprising the Borrowing Tranche; and (iv) in the case of a Borrowing Tranche to which the Euro-Rate Option applies, an appropriate Interest Period for the proposed Revolving Credit Loans comprising such Borrowing Tranche. If TGI (i) fails to specify an interest rate option to be applicable to a Borrowing Tranche of Loans, the Borrowers shall be deemed to have requested the Base Rate Option with respect to such Borrowing Tranche, or (ii) elects the Euro-Rate option but fails to specify an Interest Period to apply to the applicable Revolving Credit Loans, such Interest Period shall be one (1) month.

2.5    Making Revolving Credit Loans.

The Administrative Agent shall, promptly after receipt by it of a Loan Request pursuant to Section 2.4, notify the Banks of its receipt of such Loan Request specifying: (i) the proposed Borrowing Date and the time and method of disbursement of such Revolving Credit Loans; (ii) the amount(s) and type(s) of each Revolving Credit Loan and the applicable Interest Period(s) (if any); and (iii) the apportionment among the Banks of the Revolving Credit Loans as determined by the Administrative Agent in accordance with Section 2.2. Each Bank shall remit the principal amount of each Revolving Credit Loan to the Administrative Agent such that the Administrative Agent shall, to the extent the Banks have made funds available to it for such purposes, fund such Revolving Credit Loans to the Borrowers in Dollars and in immediately available funds at the Principal Office prior to 2:00 p.m., Pittsburgh time, on the

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Borrowing Date, provided that if any Bank fails to remit such funds to the Administrative Agent in a timely manner, the Administrative Agent may elect in its sole discretion to fund with its own funds the Revolving Credit Loans of such Bank on the Borrowing Date and such Bank shall be subject to the repayment obligation in Section 9.16.

2.6    Revolving Credit Notes.

The Obligation of the Borrowers to repay the aggregate unpaid principal amount of the Revolving Credit Loans made by each Bank, together with interest thereon, shall be evidenced by a Revolving Credit Note payable to the order of such Bank in a face amount equal to the Revolving Credit Commitment of such Bank.

2.7    Use of Proceeds.

The proceeds of the Revolving Credit Loans shall be used for the purpose of refinancing existing indebtedness, and for general corporate purposes, including future acquisitions permitted hereunder.

2.8    Letter of Credit Subfacility.

2.8.1 Issuance of Letters of Credit.

TGI, as agent for the Borrowers, may request the issuance of a letter of credit (each a "Letter of Credit") which may be denominated in either Dollars or an Optional Currency for itself or on behalf of another Loan Party or a non-Loan Party Subsidiary by delivering or having such other Loan Party deliver to the Issuing Bank (with a copy to the Administrative Agent) a completed application and agreement for letters of credit in such form as the Issuing Bank may specify from time to time by no later than 10:00 a.m., Pittsburgh time, at least five (5) Business Days, or such shorter period as may be agreed to by the Issuing Bank, in advance of the proposed date of issuance. Promptly after receipt of any letter of credit application, the Issuing Bank shall confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit application and if not, such Issuing Bank will provide Administrative Agent with a copy thereof. All letters of credit which are identified on Schedule 2.8.1 hereto shall be deemed to have been issued under this Agreement. Subject to the terms and conditions hereof and in reliance on the agreements of the other Banks set forth in this Section 2.8, the Administrative Agent will issue a Letter of Credit provided that each Letter of Credit shall (A) have a maximum maturity of twenty-four (24) months from the date of issuance, and (B) in no event expire later than one Business Day prior to the Expiration Date and provided that in no event shall (i) the Dollar Equivalent amount of Letters of Credit Outstanding exceed, at any one time, $100,000,000 or (ii) the Dollar Equivalent Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments.

Notwithstanding the foregoing, any Letter of Credit may contain customary automatic renewal provisions agreed upon by TGI and the Issuing Bank pursuant to which the expiration date of such Letter of Credit shall automatically be extended for a period of up to 12 months (but not to a date later than the date set forth in clause (B) above), subject to a right on the part of the Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary in

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advance of any such renewal; provided that (I) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than one (1) Business Day prior to the Expiration Date, and (II) renewal of such Letter(s) of Credit, at the Issuing Bank's discretion, shall be available upon written request from TGI, as agent for the Borrowers, to the Issuing Bank at least thirty (30) days (or such other time period as agreed by TGI and the Issuing Bank) before the date upon which notice of nonrenewal is otherwise required.

Notwithstanding any other provision hereof, the Issuing Bank shall not be required to issue, amend, extend or increase any Letter of Credit, if any Bank is at such time a Defaulting Bank hereunder, unless the Issuing Bank has entered into satisfactory arrangements with the Borrowers or such Bank to eliminate the Issuing Bank's risk with respect to such Bank (it being understood that the Issuing Bank would consider the Borrowers providing cash collateral to the Administrative Agent, for the benefit of the Issuing Bank, to secure the Defaulting Bank's Ratable Share of the Letter of Credit a satisfactory arrangement).

2.8.2 Letter of Credit Fees.

The Borrowers shall pay in Dollars (i) to the Administrative Agent for the ratable account of the Banks a fee (the "Letter of Credit Fee") at the rate per annum set forth in the Pricing Grid (based on a year of 360 days, and actual days elapsed), and (ii) to the Issuing Bank for its own account a fronting fee equal to 1/8% per annum, which fees shall be computed on the daily average Dollar Equivalent amount of Letters of Credit Outstanding for the immediately preceding fiscal quarter (or shorter period commencing with the Closing Date and or ending on the Expiration Date) and shall be payable quarterly in arrears commencing with the first Business Day of October, January, April and July following issuance of each Letter of Credit and on the Expiration Date. The Borrowers shall also pay to the Issuing Bank in Dollars for the Issuing Bank's sole account the Issuing Bank's then in effect customary fees and administrative expenses payable with respect to the Letters of Credit as the Administrative Agent may generally charge or incur from time to time in connection with the issuance, maintenance, modification (if any), assignment or transfer (if any), negotiation, and administration of Letters of Credit.

2.8.3 Disbursements, Reimbursement.

2.8.3.1Immediately upon the issuance of each Letter of Credit, each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Bank's Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively.

2.8.3.2In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the Issuing Bank will promptly notify TGI, as agent for the Borrowers and the Administrative Agent. Provided that it shall have received such notice, the Borrowers shall reimburse (such obligation to reimburse the Issuing Bank shall sometimes be referred to as a "Reimbursement Obligation") the Issuing Bank in Dollars prior to 12:00 noon, Pittsburgh time on each date that an amount is paid by the Issuing Bank under any Letter of Credit (each such date, a "Drawing Date") in an amount equal to the Dollar Equivalent amount so paid by the Issuing Bank. In the event the Borrowers fail to reimburse the Issuing Bank (through the Administrative Agent) for the full Dollar Equivalent amount of any drawing under

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any Letter of Credit by 12:00 noon, Pittsburgh time, on the Drawing Date, the Administrative Agent will promptly notify each Bank thereof, and the Borrowers shall be deemed to have requested that Revolving Credit Loans be made by the Banks in Dollars under the Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion of the Revolving Credit Commitment and subject to the conditions set forth in Section 6.2 [Each Additional Loan] other than any notice requirements. Any notice given by the Administrative Agent or the Issuing Bank pursuant to this Section 2.8.3.2 may be oral if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

2.8.3.3Each Bank shall upon any notice pursuant to Section 2.8.3.2 make available to the Administrative Agent for the benefit of the Issuing Bank an amount in Dollars in immediately available funds equal to its Ratable Share (as determined in accordance with Section 2.14, if applicable) of the Dollar Equivalent amount of the drawing, whereupon the participating Banks shall (subject to Section 2.8.3.4) each be deemed to have made a Revolving Credit Loan in Dollars to the Borrowers under the Base Rate Option in that amount. If any Bank so notified fails to make available in Dollars to the Administrative Agent for the account of the Issuing Bank the amount of such Bank's Ratable Share of such Dollar Equivalent amount by no later than 2:00 p.m., Pittsburgh time on the Drawing Date, then interest shall accrue on such Bank's obligation to make such payment, from the first Business Day after the Drawing Date to the date on which such Bank makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Loans under the Base Rate Option on and after the fourth day following the Drawing Date. The Administrative Agent and the Issuing Bank will promptly give notice of the occurrence of the Drawing Date, but failure of the Administrative Agent or the Issuing Bank to give any such notice on the Drawing Date or in sufficient time to enable any Bank to effect such payment on such date shall not relieve such Bank from its obligation under this Section 2.8.3.3.

2.8.3.4With respect to any unreimbursed drawing that is not converted into Revolving Credit Loans to the Borrowers under the Base Rate Option in whole or in part as contemplated by Section 2.8.3.2, because of the Borrowers' failure to satisfy the conditions set forth in Section 6.2 [Each Additional Loan] other than any notice requirements or for any other reason, the Borrowers shall be deemed to have incurred from the Issuing Bank a borrowing (each a "Letter of Credit Borrowing") in Dollars equal to the Dollar Equivalent amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the Revolving Credit Loans under the Base Rate Option. Each Bank's payment to the Administrative Agent for the account of the Issuing Bank pursuant to Section 2.8.3.3 shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a "Participation Advance" from such Bank in satisfaction of its participation obligation under this Section 2.8.3.

2.8.4 Repayment of Participation Advances.

2.8.4.1Upon (and only upon) receipt by the Administrative Agent for the account of the Issuing Bank of immediately available funds from the Borrowers (i) in reimbursement of any payment made by the Issuing Bank under the Letter of Credit with respect

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to which any Bank has made a Participation Advance to the Issuing Bank, or (ii) in payment of interest on such a payment made by the Issuing Bank under such a Letter of Credit, the Administrative Agent on behalf of the Issuing Bank will pay to each Bank, in the same funds as those received by the Administrative Agent, the amount of such Bank's Ratable Share of such funds, except the Administrative Agent shall retain for the account of the Issuing Bank the amount of the Ratable Share of such funds of any Bank that did not make a Participation Advance in respect of such payment by the Issuing Bank.

2.8.4.2If the Administrative Agent is required at any time to return to any Loan Party, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by any Loan Party to the Administrative Agent for the account of the Issuing Bank pursuant to Section 2.8.4.1 in reimbursement of a payment made under the Letter of Credit or interest or fee thereon, each Bank shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent for the account of the Issuing Bank the amount of its Ratable Share of any amounts so returned by the Administrative Agent plus interest thereon from the date such demand is made to the date such amounts are returned by such Bank to the Administrative Agent, at a rate per annum equal to the Federal Funds Effective Rate in effect from time to time.

2.8.5 Documentation.

Each Loan Party agrees to be bound by the terms of the Issuing Bank's application and agreement for letters of credit and the Issuing Bank's written regulations and customary practices relating to letters of credit, though such interpretation may be different from such Loan Party's own. In the event of a conflict between such application or agreement and this Agreement, this Agreement shall govern. It is understood and agreed that, except in the case of gross negligence or willful misconduct, the Issuing Bank shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following any Loan Party's instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto.

2.8.6 Determinations to Honor Drawing Requests.

In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit.

2.8.7 Nature of Participation and Reimbursement Obligations.

Each Bank's obligation in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.8.3, as a result of a drawing under a Letter of Credit, and the Obligations of the Borrowers to reimburse the Issuing Bank upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.8 under all circumstances, including the following circumstances:

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(i)any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Issuing Bank or any of its Affiliates, any Borrower or any other Person for any reason whatsoever;

(ii)the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 [Revolving Credit Commitments], 2.4 [Revolving Credit Loan Requests], 2.5 [Making Revolving Credit Loans] or 6.2 [Each Additional Loan] or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks to make Participation Advances under Section 2.8.3;

(iii)any lack of validity or enforceability of any Letter of Credit;

(iv)any claim of breach of warranty that might be made by any Loan Party or any Bank against any beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, cross-claim, defense or other right which any Loan Party or any Bank may have at any time against a beneficiary, successor beneficiary any transferee or assignee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), the Issuing Bank or its Affiliates or any Bank or any other Person or, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured);

(v)the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in connection with any Letter of Credit, or the transport of any property or provisions of services relating to a Letter of Credit, in each case even if the Issuing Bank or any of the Issuing Bank's Affiliates has been notified thereof;

(vi)payment by the Issuing Bank or any of its Affiliates under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit;

(vii)the solvency of, or any acts of omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit;

(viii)any failure by the Issuing Bank or any of its Affiliates to issue any Letter of Credit in the form requested by any Loan Party, unless the Issuing Bank has received written notice from such Loan Party of such failure within three Business Days after the Issuing Bank shall have furnished such Loan Party a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice;

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(ix)any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party;

(x)any breach of this Agreement or any other Loan Document by any party thereto;

(xi)the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party;

(xii)the fact that an Event of Default or a Potential Default shall have occurred and be continuing;

(xiii)the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and

(xiv)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

2.8.8 Indemnity.

In addition to amounts payable as provided in Section 9.5 [Reimbursement of Administrative Agent by Borrowers, Etc.],the Borrowers hereby agree to protect, indemnify, pay and save harmless the Issuing Bank and any of its Affiliates that has issued a Letter of Credit from and against any and all claims, demands, liabilities, damages, taxes, penalties, interest, judgments, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of internal counsel) which the Issuing Bank or any of its Affiliates may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, other than as a result of (A) the gross negligence or willful misconduct of the Issuing Bank as determined by a final judgment of a court of competent jurisdiction or (B) the wrongful dishonor by the Issuing Bank or any of its Affiliates of a proper demand for payment made under any Letter of Credit, except if such dishonor resulted from any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called "Governmental Acts").

2.8.9 Liability for Acts and Omissions.

As between any Loan Party and the Issuing Bank, or the Issuing Bank's Affiliates, such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Issuing Bank shall not be responsible for any of the following including any losses or damages to any Loan Party or other Person or property relating therefrom: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the Issuing Bank or its Affiliates shall have been notified thereof); (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds

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thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any Loan Party and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Issuing Bank or its Affiliates, as applicable, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the Issuing Bank's or its Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the Issuing Bank from liability for the Issuing Bank's gross negligence or willful misconduct in connection with actions or omissions described in such clauses (i) through (viii) of such sentence. In no event shall the Issuing Bank or its Affiliates be liable to any Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys' fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit.

Without limiting the generality of the foregoing, the Issuing Bank and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the Issuing Bank or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the Issuing Bank or its Affiliate; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the Issuing Bank or its Affiliate in any way related to any order issued at the applicant's request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an "Order") and honor any drawing in connection with any Letter of Credit that is the subject to such Order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit.

In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Issuing Bank or its Affiliates under or in connection with the Letters of Credit issued by it or any documents and certificates

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delivered thereunder, if taken or omitted in good faith, shall not put the Issuing Bank or its Affiliates under any resulting liability to the Borrowers or any Bank.

2.9    Swing Loans.

2.9.1 Making Swing Loans.

Subject to the terms and conditions hereof, PNC Bank may in its discretion make swing line loans in Dollars (the “Dollar Swing Loans”) or an Optional Currency (the "Optional Currency Swing Loans" and together with the Dollar Swing Loans, each a "Swing Loan" and collectively, the "Swing Loans") to the Borrowers from time to time prior to the Expiration Date in an aggregate outstanding principal amount up to the amount of the Dollar Swing Loan Commitment in the case of Dollar Swing Loans and the Optional Currency Swing Loan Commitment in the case of Optional Currency Swing Loans for periods requested by TGI, as agent for the Borrowers, and agreed to by PNC Bank; provided, that, no Swing Loan shall be made if, after giving effect to the making of such Swing Loan and the simultaneous application of the proceeds thereof, (x) the aggregate Dollar Equivalent Revolving Facility Usage of all of the Banks would exceed the aggregate amount of the Revolving Credit Commitments of all of the Banks or (y) the aggregate amount of all outstanding Revolving Credit Loans of a Bank plus such Bank's Ratable Share of the Dollar Equivalent amount of outstanding Swing Loans and Letter of Credit Outstandings would exceed its Revolving Credit Commitment. Within the foregoing limits, the Borrowers may, prior to the Expiration Date borrow, repay and reborrow under each of the Dollar Swing Loan Commitment and the Optional Currency Swing Loan Commitment, as applicable, subject to and in accordance with the terms and limitations hereof. The interest rate for a Dollar Swing Loan shall be the rate that is mutually agreed by TGI, on behalf of the Borrowers, and PNC Bank at the time such Swing Loan is made or, absent such an agreement, at the Base Rate. The interest rate for an Optional Currency Swing Loan shall be the Euro-Rate. Interest on the principal amount of each Optional Currency Swing Loan made in an Optional Currency shall be paid by the Borrowers in such Optional Currency, provided that, interest earned after an Optional Currency Swing Loan is converted to its Dollar Equivalent pursuant to Section 2.9.5 shall be payable in Dollars.

2.9.2 Swing Loan Request.

TGI, as agent for the Borrowers, may request a Swing Loan to be made on any Business Day. Each request for a Swing Loan shall be in the form of a Swing Loan Request (or a request by telephone immediately confirmed in writing, it being understood that PNC Bank may rely on the authority of any individual making such telephonic request without the necessity of receipt of such written confirmation) and received by the Administrative Agent not later than 1:00 p.m. (Pittsburgh time) on the Business Day a Dollar Swing Loan is to be made and four (4) Business Days prior to the proposed Borrowing Date with respect to making Optional Currency Swing Loans specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) the date such Swing Loan is to be repaid, if applicable, which date shall be, with respect to Optional Currency Swing Loans, one Month from the Borrowing Date (the "Swing Loan Repayment Date") and (iv) the currency in which such Optional Currency Swing Loans shall be funded. The request for such Swing Loan shall be irrevocable. Provided that all applicable conditions precedent contained herein have been satisfied, PNC Bank shall, not later than

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4:00 p.m., Pittsburgh time, on the date specified in TGI's request for such Swing Loan, make such Swing Loan by crediting any Borrower's deposit account with PNC Bank.

2.9.3 Swing Loan Notes.

The obligation of the Borrowers to repay the Dollar Swing Loans and the Optional Currency Swing Loans shall be evidenced by separate promissory notes of the Borrowers dated the date hereof, payable to the order of PNC Bank in the principal amount of the Dollar Swing Loan Commitment and the Optional Currency Swing Loan Commitment, as applicable and substantially in the form of Exhibit 1.1(S)(1) Dollar Swing Loan Note (the "Dollar Swing Loan Note") or Exhibit 1.1(S)(2) Optional Currency Swing Loan Note (the "Optional Currency Swing Loan Note"), as applicable (in each case, as amended, supplemented or otherwise modified from time to time, each a "Swing Loan Note" and collectively, the "Swing Loan Notes").

2.9.4 Repayment.

Swing Loans shall be repaid on the earlier of (i) the Expiration Date or (ii) the Swing Loan Repayment Date for such Swing Loan, provided that with respect to an Optional Currency Swing Loan, the Borrowers may renew the Interest Period thereon by delivering a Swing Loan Request therefor in accordance with the terms of Section 2.9.2. Notwithstanding anything to the contrary herein, any Swing Loan at any time shall be repaid upon demand by the Administrative Agent (any such date being the "Swing Loan Conversion Date") and each Borrower shall indemnify PNC Bank and each other Bank pursuant to Section 4.5.2 on account of such repayment. Unless TGI, on behalf of the Borrowers, shall have notified the Administrative Agent prior to 11:00 a.m., Pittsburgh time, on such Swing Loan Conversion Date that the Borrowers intend to repay such Swing Loan with funds other than the proceeds of a Revolving Credit Loan, or, in the case of an Optional Currency Swing Loan, renew the Interest Period with respect thereto, the Borrowers shall be deemed to have given notice to the Administrative Agent requesting the Banks to make Revolving Credit Loans in U.S. Dollars in an amount determined by PNC Bank in its sole discretion equal to the Dollar Equivalent at the prevailing market rate of such Swing Loans, which Revolving Credit Loans shall earn interest at the Base Rate in effect on the Swing Loan Conversion Date in an aggregate amount equal to the amount of such Swing Loan plus interest thereon, and the Banks shall, on the Swing Loan Conversion Date, make Revolving Credit Loans (without the requirement that they comply with the conditions for Revolving Credit Loans in Section 2.4 [Revolving Credit Loan Requests]), which shall earn interest at the Base Rate, in an aggregate amount equal to the amount of such Swing Loan plus interest thereon, the proceeds of which shall be applied directly by the Administrative Agent to repay PNC Bank for such Swing Loan then due plus accrued interest thereon; and provided, further, that if for any reason the proceeds of such Revolving Credit Loans are not received by PNC Bank on the Swing Loan Conversion Date in an aggregate amount equal to the amount of such Swing Loan then due plus accrued interest, the Borrowers shall reimburse PNC Bank on the day immediately following the Swing Loan Conversion Date, in same day funds, in an amount equal to the excess of the amount of such Swing Loan then due over the aggregate amount of such Revolving Credit Loans, if any, received plus accrued interest thereon.

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2.9.5 Participations.

In the event that the Borrowers shall fail to repay PNC Bank as provided in Section 2.9.4, PNC Bank shall convert such Swing Loan, if an Optional Currency Swing Loan, to a Swing Loan in Dollars at the Dollar Equivalent and the Administrative Agent shall promptly notify each Bank of the unpaid Dollar Equivalent amount of such Swing Loan and of such Bank's respective participation therein in a Dollar Equivalent amount equal to such Bank's Ratable Share of such Swing Loan, as calculated at the date PNC Bank converts the Optional Currency in which Optional Currency Swing Loans are denominated to Dollars, if applicable. Each Bank shall make available to the Administrative Agent for payment to PNC Bank a Dollar Equivalent amount equal to its respective participation therein (including without limitation its Ratable Share of accrued but unpaid interest thereon, provided that the interest rate payable by the participating Banks shall not include the Default Rate component), in Dollars and in same day funds at the office of the Administrative Agent specified in such notice. If such notice is delivered by the Administrative Agent by 11:00 a.m., Pittsburgh time, each Bank shall make funds available to the Administrative Agent on that Business Day. If such notice is delivered after 11:00 a.m., Pittsburgh time, each Bank shall make funds available to the Administrative Agent on the next Business Day. In the event that any Bank fails to make available to the Administrative Agent the Dollar Equivalent amount of such Bank's participation in such unpaid amount as provided herein, PNC Bank shall be entitled to recover such amount on demand from such Bank together with interest thereon at a rate per annum equal to the Federal Funds Effective Rate for each day during the period between the date such participation amount is required to be paid and the date on which such Bank makes available its participation in such unpaid amount. The failure of any Bank to make available to the Administrative Agent its Ratable Share of any such unpaid amount shall not relieve any other Bank of its obligations hereunder to make available to the Administrative Agent its Ratable Share of such unpaid amount when due as set forth above. The Administrative Agent shall distribute to each Bank which has paid all amounts payable by it under this Section 2.9.5 with respect to the unpaid amount of any Swing Loan, such Bank's Ratable Share (based on its participation in such Swing Loan and interest thereon) of all payments received by the Administrative Agent from any of the Borrowers in repayment of such Swing Loan when such payments are received. Notwithstanding anything to the contrary herein, each Bank which has paid all amounts payable by it under this Section 2.9.5 shall have a direct right to repayment of such amounts from the Borrowers subject to the procedures for repaying Banks set forth in this Section 2.9.5 and the provisions of Section 4.

2.9.6 Termination.

In the event the Revolving Credit Commitments are terminated in accordance with the terms hereof, each of the Dollar Swing Loan Commitment and the Optional Currency Swing Loan Commitment shall also be terminated automatically. In the event the Borrowers reduce the Revolving Credit Commitments to less than either the Dollar Swing Loan Commitment or the Optional Currency Swing Loan Commitment, such Swing Loan Commitment shall immediately be reduced to an amount equal to the Revolving Credit Commitments. In the event the Borrowers reduce the Revolving Credit Commitments to less than the outstanding principal amount of the Dollar Swing Loans or the Optional Currency Swing Loans, the Borrowers shall immediately repay the amount by which such outstanding

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Swing Loans exceeds the Dollar Swing Loan Commitment or the Optional Currency Swing Loan Commitment, as applicable, as so reduced plus accrued interest thereon.

2.9.7 Minimum Amounts.

At no time shall there be more than (i) one (1) outstanding Dollar Swing Loan, except as to Swing Loans made pursuant to Section 2.9.9 and (ii) three (3) outstanding Optional Currency Swing Loans. Each Dollar Swing Loan shall be in a minimum original principal amount of $100,000 and integral multiples thereof, except as to Swing Loans made pursuant to Section 2.9.9, as to which there shall be no minimum. Each Optional Currency Swing Loan shall be in a minimum original principal amount of $1,000,000 and integral multiples thereof.

2.9.8 Prepayment.

The Borrowers shall have the right at any time and from time to time to prepay the Swing Loans, in whole or in part, without premium or penalty (but in any event subject to Section 4.5.2), upon prior written, facsimile or telephonic notice to PNC Bank given by TGI on the Borrowers' behalf no later than 11:00 a.m., Pittsburgh time, on the date of any proposed prepayment. Each notice of prepayment shall specify the Swing Loan to be prepaid and the amount to be prepaid, shall be irrevocable and shall commit the Borrowers to prepay such amount on such date, with accrued interest thereon and any other amounts owed hereunder.

2.9.9 Swing Loans Under Cash Management Agreements.

In addition to making Dollar Swing Loans pursuant to the foregoing provisions of this Section 2.9, without the requirement for a specific request from the Borrowers pursuant to Section 2.9.2, PNC Bank may make Dollar Swing Loans to the Borrowers in accordance with the provisions of the agreements between TGI and PNC Bank relating to TGI's deposit, sweep and other accounts at PNC Bank and related arrangements and agreements regarding the management and investment of TGI's cash assets as in effect from time to time (the "Cash Management Agreements") to the extent of the daily aggregate net negative balance in TGI's accounts which are subject to the provisions of the Cash Management Agreements. Dollar Swing Loans made pursuant to this Section 2.9.9 in accordance with the provisions of the Cash Management Agreements shall (i) be subject to the limitations as to aggregate amount set forth in Section 2.9.1, (ii) not be subject to the limitations as to number or individual amount set forth in Sections 2.9.7 or the repayment provisions of Section 2.9.4, (iii) be payable by the Borrowers, both as to principal and interest, at the times set forth in the Cash Management Agreements (but in no event later than the Expiration Date), (iv) not be made at any time after PNC Bank has received written notice of the occurrence of a Potential Default or Event of Default, (v) if not repaid by the Borrowers in accordance with the provisions of the Cash Management Agreements, be subject to each Bank's obligation to purchase participating interests therein pursuant to Section 2.9.5, and (vi) except as provided in the foregoing subsections (i) through (v), be subject to all of the terms and conditions of this Section 2.9. The Borrowers acknowledge and agree that each Borrower materially benefits from the arrangements made pursuant to this Section 2.9.9 and the Cash Management Agreements, and each Borrower shall be jointly and severally liable,

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subject to Section 10.20, for all Obligations, including without limitation, those arising from the operation of this Section 2.9.9.

2.9.10 Nature of Obligations.

Each Bank's obligation to purchase participating interests pursuant to Section 2.9.5 in the event that the Borrowers shall fail to repay PNC Bank as provided in Section 2.9.4 in the amount required under such Section shall be absolute and unconditional and shall not be affected by any circumstance including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against any other Bank or any Borrower, or any Borrower may have against any Bank or any other Person, as the case may be, for any reason whatsoever; (ii) the occurrence or continuance of a Potential Default or Event of Default; (iii) any adverse change in the condition (financial or otherwise) of any of the Borrowers; (iv) any breach of this Agreement by any party hereto; (v) the failure to satisfy any condition to the making of any Loan hereunder; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

2.9.11 Indemnity.

Each Bank shall ratably in accordance with its Ratable Share, indemnify PNC Bank, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrowers) against any cost, expense (including reasonable counsel fees and expenses), claim, demand, action, loss or liability (except any of the foregoing that results from the indemnitees' gross negligence or willful misconduct) that such indemnities may suffer or incur in connection with this Section 2.9 or any action taken or omitted by such indemnities hereunder.

2.10    Utilization of Optional Currency Swing Loans and Letters of Credit.

2.10.1 Periodic Computations of Dollar Equivalent Amounts of Loans and Letters of Credit Outstanding.

The Administrative Agent will determine the Dollar Equivalent amount of (i) proposed Swing Loans or Letters of Credit to be denominated in an Optional Currency, (ii) Letters of Credit Outstanding denominated in an Optional Currency, and (iii) outstanding Swing Loans denominated in an Optional Currency on any Business Day selected by the Administrative Agent and as frequently as the Administrative Agent desires (each such date, a "Computation Date").

2.10.2 Notices From Banks That Optional Currencies Are Unavailable to Fund New Loans.

PNC Bank shall be under no obligation to make the Optional Currency Swing Loans and no Issuing Bank shall be under any obligation to issue Letters of Credit requested by the Borrowers which are denominated in an Optional Currency if, PNC Bank or such Issuing Bank, as the case may be, notifies the Administrative Agent by 5:00 p.m. (Pittsburgh time) four (4) Business Days prior to the Borrowing Date for such Optional Currency

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Swing Loans or date of issuance that (i) the making, maintenance or funding of such Optional Currency Swing Loan, the issuance of such Letter of Credit, or the funding of any draw thereunder has been made or, in the case of a draw, would be made, impracticable or unlawful by compliance by PNC Bank or such Issuing Bank in good-faith with any Law or any interpretation or application thereof by any Official Body or with any request or directive of any such Official Body (whether or not having the force of Law) or (ii) after making all reasonable efforts, deposits of the relevant amount in the relevant Optional Currency for the relevant Interest Period are not available to PNC Bank with respect to such Optional Currency Swing Loan in the London interbank market. In the event the Administrative Agent receives a timely notice from PNC Bank or an Issuing Bank pursuant to the preceding sentence, the Administrative Agent will notify TGI, as agent for the Borrowers, (1) no later than 12:00 noon (Pittsburgh time) three (3) Business Days prior to the Borrowing Date for such Optional Currency Swing Loans that the Optional Currency is not then available for such Optional Currency Swing Loans, or (2) prior to the issuance of an Optional Currency Letter of Credit, that Letters of Credit are not then available in such Optional Currency. If TGI receives a notice described in the preceding sentence, the Borrowers may, by notice from TGI to the Administrative Agent not later than 5:00 p.m. (Pittsburgh time) three (3) Business Days prior to the Borrowing Date for such Optional Currency Swing Loans, or issuance of such Letter of Credit, as the case may be, either (a) withdraw the Swing Loan Request or request for such Letter of Credit for such Optional Currency Swing Loans or Letter of Credit, as the case may be, in which event the Administrative Agent will promptly notify PNC Bank and Issuing Bank of the same and PNC Bank shall not make such Optional Currency Swing Loans, and Issuing Bank shall not issue such Letter of Credit or (b) request that the Swing Loans referred to in its Swing Loan Request or Letter of Credit, as the case may be, be made in Dollars or in a different Optional Currency in an amount equal to the Dollar Equivalent or other Optional Currency Equivalent Amount of such Swing Loans or Letter of Credit and shall (A) in the case of Swing Loans denominated in Dollars, bear interest at the rate determined pursuant to Section 2.9.1, or (B) in the case of Swing Loans denominated in an Optional Currency, bear interest at the Euro-Rate, in which event the Administrative Agent shall promptly deliver a notice to PNC Bank and/or the Issuing Bank, as the case may be, stating: in the case of (X) Swing Loans, (I) that such Swing Loans shall be made in the applicable currency and the interest rate applicable thereto, and (II) the aggregate amount of such Swing Loans and, (Y) Letters of Credit (I) such Letters of Credit shall be issued in the applicable currency and (II) the stated face amount of such Letters of Credit. If the Borrowers do not withdraw such Swing Loan Request or request for Letter of Credit before such time as provided in clause (a) or request before such time that the requested Swing Loans referred to in its Swing Loan Request or Letter of Credit be made in Dollars or a different Optional Currency as provided in clause (b), then (i) the Borrowers shall be deemed to have withdrawn such Swing Loan Request or request for Letter of Credit, as the case may be, and (ii) the Administrative Agent shall promptly deliver a notice to PNC Bank and/or the Issuing Bank thereof and PNC Bank shall not be obligated to make such Swing Loans and Issuing Bank shall not be obligated to issue such Letter of Credit.

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2.10.3 Intentionally Omitted.

2.10.4 Requests for Additional Optional Currencies.

TGI, on behalf of the Borrowers, may deliver to the Administrative Agent a written request that Optional Currency Swing Loans hereunder and/or Letters of Credit issued hereunder also be permitted to be made or issued in any other lawful currency (other than Dollars), in addition to the currencies specified in the definition of "Optional Currency" herein, provided that such currency must be freely traded in the offshore interbank foreign exchange markets, freely transferable, freely convertible into Dollars and available to PNC Bank and the Issuing Banks in the applicable interbank market. The Administrative Agent will promptly notify TGI of the acceptance or rejection by the Administrative Agent, of the Borrowers' request. The requested currency shall be approved as an Optional Currency hereunder only if the Administrative Agent, PNC Bank and all of the Issuing Banks approve of the Borrowers' request.

2.11    Currency Repayments

Notwithstanding anything contained herein to the contrary, the entire amount of principal of and interest on any Optional Currency Swing Loan shall be repaid in the same Optional Currency in which such Loan was made, provided, however, that if it is impossible or illegal for the Borrowers to effect payment of a Loan in the Optional Currency in which such Loan was made, or if the Borrowers default in their obligations to do so, PNC Bank, may at its option permit such payment to be made (i) at and to a different location, subsidiary, affiliate or correspondent of the Administrative Agent, or (ii) in the Dollar Equivalent, or (iii) in an Equivalent Amount of such other currency (freely convertible into Dollars) as the PNC Bank may solely at its option designate. Upon any events described in (i) through (iii) of the preceding sentence, the Borrowers shall make such payment. In all events, whether described in such clauses (i) through (iii), whether the Borrowers make such required payments, or otherwise, (a) the Borrowers, jointly and severally, agree to hold PNC Bank, each Issuing Bank and each Bank harmless from and against any loss incurred by any of them arising from the cost to such indemnified party of any premium, any costs of exchange, the cost of hedging and covering the Optional Currency in which such Optional Currency Swing Loan was originally made, and from any change in the value of Dollars, or such other currency, in relation to the Optional Currency that was due and owing, and (b) each Bank agrees to hold PNC Bank and each Issuing Bank harmless from and against any loss incurred by PNC Bank or such Issuing Bank arising from the cost to PNC Bank or such Issuing Bank of any premium, any costs of exchange, the cost of hedging and covering the Optional Currency in which such Optional Currency Swing Loan or Letter of Credit, as the case may be, was originally made, and from any change in the value of Dollars or such other currency in relation to the Optional Currency that was due and owing. Such loss shall be calculated for the period commencing with the first day of the Interest Period for such Loan and continuing through the date of payment thereof. Without prejudice to the survival of any other agreement of the Borrowers or Banks hereunder, the Borrowers' and Banks' respective obligations under this Section 2.11 shall survive termination of this Agreement.

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2.12    Optional Currency Amounts

Notwithstanding anything contained herein to the contrary, PNC Bank may, with respect to notices by TGI on behalf of the Borrowers for Optional Currency Swing Loans or voluntary prepayments of less than the full amount of an Optional Currency Swing Loan, engage in reasonable rounding of the Optional Currency amounts requested to be loaned or repaid; and, in such event, PNC Bank shall promptly notify TGI, the Administrative Agent and the Banks of such rounded amounts and Borrowers' request or notice shall thereby be deemed to reflect such rounded amounts.

2.13    Intentionally Omitted.

2.14    Defaulting Banks.

Notwithstanding anything contained in Sections 2.8, 2.9 or any other provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank then: all Letters of Credit Outstanding and Swing Loans outstanding at such time, and all Letters of Credit issued or Swing Loans made while there exists a Defaulting Bank shall be reallocated among the non-Defaulting Banks in accordance with their respective Ratable Shares (such Ratable Shares shall be determined without reference to each Defaulting Lender's Ratable Share) so long as no Potential Default or Event of Default exists on the date of reallocation and thereafter continues uncured, but only to the extent (a) the sum of all non-Defaulting Banks' Revolving Credit Loans then outstanding plus the sum of such non-Defaulting Banks' Ratable Share of the Dollar Equivalent of all Swing Loans then outstanding and Letters of Credit Outstanding at such time does not exceed the total of all non-Defaulting Banks' Commitments and (b) the aggregate obligation of each non-Defaulting Bank to acquire, refinance or fund any participations in the Defaulting Bank's portion of Letters of Credit Outstanding and Swing Loans pursuant to reallocation contemplated above shall not exceed the positive difference between (i) the Commitment of such Bank minus (ii) such Bank's Revolving Credit Loans then outstanding plus such Bank's Ratable Share of the Dollar Equivalent of all Swing Loans then outstanding and Letters of Credit Outstanding at such time. If the reallocation described in the preceding sentence cannot, or can only partially, be effected, the Borrowers shall within one Business Day following notice by the Administrative Agent, (1) first, prepay outstanding Swing Loans and (2) second, cash collateralize such Defaulting Bank's portion of Letters of Credit Outstanding (after giving effect to any partial reallocation pursuant the immediately preceding sentence). To the extent such Letters of Credit Outstanding and Swing Loans are reallocated pursuant to this Section 2.14, then the fees payable to the Banks pursuant to Section 2.8.2 (but not Section 2.3) shall be adjusted in accordance with such non-Defaulting Banks' Ratable Shares. To the extent a portion of the Defaulting Bank's Letters of Credit outstanding are cash collateralized pursuant to clause (2) above, the Borrowers shall not be obligated to pay any fees to or for the account of such Defaulting Bank pursuant to Section 2.8.2 with respect to such Defaulting Bank's Letter of Credit Outstandings during the period such Defaulting Bank's Letter of Credit Outstandings are cash collateralized. To the extent such Letters of Credit Outstanding are not reallocated pursuant to this Section 2.14, or the Defaulting Bank's Ratable Share of Letters of Credit Outstanding have not been cash collateralized, then, without prejudice to any rights or remedies of the Issuing Bank or any Bank hereunder, all Commitment Fees that otherwise would have been payable to

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such Defaulting Bank (solely with respect to the portion of such Defaulting Bank's Commitment that was utilized by such Letters of Credit Outstanding) and Letter of Credit Fees with respect to such Defaulting Bank's Ratable Share of the Letters of Credit Outstanding shall be payable to the Issuing Bank. Nothing contained in this Section or elsewhere in this Agreement and no reallocation of any Defaulting Bank's Ratable Share of any obligation hereunder shall relieve such Defaulting Bank of its obligation to fund any portion of any amount owed by such Defaulting Bank hereunder.

In the event that the Administrative Agent, the Borrower, and the Issuing Banks each agree that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the Letters of Credit Outstanding and the Swing Loans outstanding shall be readjusted to reflect the inclusion of such Bank's Commitment and on such date, such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Ratable Share.

3.    INTEREST RATES

3.1    Interest Rate Options.

The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of the Loans as selected by them from the Base Rate Option or Euro-Rate Option set forth below applicable to the Loans, it being understood that, subject to the provisions of this Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche, provided that there shall not be at any one time outstanding more than ten (10) Borrowing Tranches in the aggregate among all of the Loans. If at any time the designated rate applicable to any Loan made by any Bank exceeds such Bank's highest lawful rate, the rate of interest on such Bank's Loan shall be limited to such Bank's highest lawful rate. The interest rate applicable to the Swing Loans shall be governed by Section 2.9.

3.1.1 Revolving Credit Interest Rate Options.

The Borrowers shall have the right to select from the following Interest Rate Options applicable to the Revolving Credit Loans, except that no Loan to which the Base Rate Option shall apply may be made in an Optional Currency:

(i)Base Rate Option: A fluctuating rate per annum (computed on the basis of a year of 365/366 days, as the case may be, or, if the Base Rate is measured by reference to the Daily Euro Rate, 360 days, and in each case and actual days elapsed) equal to the Base Rate plus the applicable number of basis points calculated under the Pricing Grid, such interest rate to change automatically from time to time effective as of the effective date of each change in the Base Rate; or

(ii)Euro-Rate Option: A rate per annum (computed on the basis of a year of 360 days and actual days elapsed, provided that, for Loans made in an Optional Currency for which a 365-day basis is the only market practice available to the Administrative Agent, such

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rate shall be calculated on the basis of a year of 365 days and for the actual days elapsed) equal to the Euro-Rate plus the applicable number of basis points calculated under the Pricing Grid.

3.1.2 Rate Quotations.

TGI, on behalf of the Borrowers, may call the Administrative Agent on or before the date on which a Loan Request is to be delivered to receive an indication of the interest rates and the applicable currency exchange rates then in effect, but it is acknowledged that such projection shall not be binding on the Administrative Agent or the Banks nor affect the rate of interest or the calculation of Equivalent Amounts which thereafter are actually in effect when the election is made.

3.2    Interest Periods.

At any time when the Borrowers shall select, convert to or renew a Euro-Rate Option, TGI, on behalf of the Borrowers, shall notify the Administrative Agent thereof by delivering a Loan Request at least four (4) Business Days prior to the effective date of such Interest Rate Option, with respect to an Optional Currency Swing Loan, and three (3) Business Days prior to the effective date of such Euro-Rate Option, with respect to a Dollar Loan. The notice shall specify an interest period (the "Interest Period") during which such Interest Rate Option shall apply, such Interest Period to be one, two, three or six Months, provided that, the sole Interest Period applicable to Optional Currency Swing Loans shall be one Month, and provided further, that:

3.2.1 Ending Date and Business Day.

Any Interest Period which would otherwise end on a date which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day;

3.2.2 Amount of Borrowing Tranche.

The amount of each Borrowing Tranche of Euro-Rate Loans (other than Optional Currency Swing Loans, which are addressed in Section 2.9.7) shall be in integral multiples of $500,000 and not less than $2,000,000;

3.2.3 Termination Before Expiration Date.

The Borrowers shall not select, convert to or renew an Interest Period for any portion of the Loans that would end after the Expiration Date; and

3.2.4 Renewals.

In the case of the renewal of a Euro-Rate Option at the end of an Interest Period, the first day of the new Interest Period shall be the last day of the preceding Interest Period, without duplication in payment of interest for such day.

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3.3    Interest After Default.

To the extent permitted by Law, upon the occurrence of an Event of Default and until such time such Event of Default shall have been cured or waived and to the extent the Administrative Agent at the request of the Required Banks (or PNC Bank alone with respect to Swing Loans which are not converted to Revolving Credit Loans) elect (which election may be made without prior notice to the Borrowers):

3.3.1 Letter of Credit Fees, Interest Rate.

The Letter of Credit Fees and the rate of interest borne by each Loan shall equal the sum of (i) the interest rate per annum applicable under the Base Rate Option plus (ii) 2.0% per annum; and

3.3.2 Other Obligations.

Each other Obligation hereunder if not paid when due shall bear interest at a rate per annum equal to the sum of the rate of interest applicable under the Base Rate Option plus an additional 2.0% per annum from the time such Obligation becomes due and payable and until it is paid in full.

3.3.3 Acknowledgment.

Each Borrower acknowledges that such increased rates reflect, among other things, the fact that such Loans or other amounts have become a substantially greater risk given their default status and that the Banks are entitled to additional compensation for such risk; and, all such interest shall be payable by the Borrowers upon demand by the Administrative Agent.

3.4    Euro-Rate Unascertainable.

3.4.1 Unascertainable.

If on any date on which a Euro-Rate would otherwise be determined, the Administrative Agent shall have determined that:

(i)adequate and reasonable means do not exist for ascertaining such Euro-Rate, or

(ii)a contingency has occurred which materially and adversely affects the London interbank eurodollar market relating to the Euro-Rate, then the Administrative Agent shall have the rights specified in Section 3.4.3.

3.4.2 Illegality; Increased Costs; Deposits Not Available.

If at any time any Bank shall have determined that:

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(i)the making, maintenance or funding of any Loan to which a Euro-Rate Option applies has been made impracticable or unlawful by compliance by such Bank in good-faith with any Law or any interpretation or application thereof by any Official Body or with any request or directive of any such Official Body (whether or not having the force of Law), or

(ii)such Euro-Rate Option will not adequately and fairly reflect the cost to such Bank of the establishment or maintenance of any such Loan, or

(iii)after making all reasonable efforts, deposits of the relevant amount in Dollars or in the Optional Currency (as applicable) for the relevant Interest Period for a Loan to which a Euro-Rate Option applies are not available to such Bank with respect to such Loan in the London interbank market, then the Administrative Agent shall have the rights specified in Section 3.4.3.

3.4.3 Administrative Agent's and Banks' Rights.

In the case of any event specified in subsection 3.4.1 above, the Administrative Agent shall promptly so notify the Banks and TGI, on behalf of the Borrowers, thereof, and in the case of an event specified in subsection 3.4.2 above, such Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and TGI on behalf of the Borrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Banks, in the case of such notice given by the Administrative Agent, or (B) such Bank, in the case of such notice given by such Bank, to allow the Borrowers to select, convert to or renew a Euro-Rate Option or select an Optional Currency (as applicable) shall be suspended until the Administrative Agent shall have later notified TGI, on behalf of the Borrowers, or such Bank shall have later notified the Administrative Agent, of the Administrative Agent's or such Bank's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection 3.4.1 of this Section 3.4 and TGI, on behalf of the Borrowers, has previously notified the Administrative Agent of their selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Bank notifies the Administrative Agent of a determination under subsection 3.4.2 of this Section 3.4, the Borrowers shall, subject to the Borrowers' indemnification Obligations under Section 4.5.2, as to any Loan of the Bank to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 4.4. Absent due notice from TGI, on behalf of the Borrowers, of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

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3.5    Selection of Interest Rate Options.

If the Borrowers fail to select a new Interest Period or Optional Currency to apply to any Borrowing Tranche of Euro-Rate Loans at the expiration of an existing Interest Period applicable to such Borrowing Tranche in accordance with the provisions of Section 3.1, the Borrowers shall be deemed to have (a) with respect to Dollar Loans, converted such Borrowing Tranche to the Base Rate Option, commencing upon the last day of the existing Interest Period and (b) with respect to any such Optional Currency Swing Loan Borrowing Tranche, continued the same Optional Currency therefor, but selected a one Month Interest Period therefor, commencing upon the last day of the existing Interest Period.

4.    PAYMENTS

4.1    Payments.

All payments and prepayments to be made in respect of principal, interest, Commitment Fees, Letter of Credit Fees, Administrative Agent's Fee or other fees or amounts due from the Borrowers hereunder shall be payable prior to 1:00 p.m., Pittsburgh time, on the date when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrowers, and without set-off, counterclaim or other deduction of any nature, and an action therefor shall immediately accrue. Such payments shall be made to the Administrative Agent at the Principal Office for the ratable accounts of the Banks with respect to the Loans in U.S. Dollars except that payments of principal or interest shall be made in the currency in which such Loan was made, and in immediately available funds, and the Administrative Agent shall promptly distribute such amounts to the Banks in immediately available funds, providedthat in the event payments are received by 1:00 p.m., Pittsburgh time, by the Administrative Agent with respect to the Loans and such payments are not distributed to the Banks on the same day received by the Administrative Agent, the Administrative Agent shall pay the Banks the Federal Funds Effective Rate in the case of Loans or other amounts due in Dollars for each day held by the Administrative Agent and not distributed to the Banks. The Administrative Agent's and each Bank's statement of account, ledger or other relevant record shall, in the absence of manifest error, be conclusive as the statement of the amount of principal of and interest on the Loans and other amounts owing under this Agreement (including the Equivalent Amounts of the applicable currencies where such computations are required) and shall be deemed an "account stated." The Borrowers agree to repay on the Expiration Date all principal, interest, fees and other Obligations then outstanding. In the event that at any time the Dollar Equivalent Revolving Facility Usage exceeds the aggregate Revolving Credit Commitments, the Borrowers shall promptly repay such excess in immediately available funds.

4.2    Pro Rata Treatment of Banks.

Subject to Section 2.14, each borrowing shall be allocated to each Bank according to its Ratable Share, and each selection of, conversion to or renewal of any Interest Rate Option and each payment or prepayment by the Borrowers with respect to principal, interest, Commitment Fees, Letter of Credit Fees, or other fees (except for the Administrative Agent's Fee and the Issuing Banks' fronting fee) or amounts due from the Borrowers hereunder to the Banks with respect to the Loans, shall (except as provided in Section 3.4.2 [Illegality; Increased Costs;

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Deposits not Available] in the case of an event specified in Section 3.4 [Euro-Rate Unascertainable], 4.4.2 [Replacement of a Bank] or 4.5 [Additional Compensation in Certain Circumstances]) be made in proportion to the applicable Loans outstanding from each Bank and, if no such Loans are then outstanding, in proportion to the Ratable Share of each Bank. Subject to Section 2.14, notwithstanding any of the foregoing, each borrowing or payment, repayment or prepayment by the Borrowers of principal, interest, fees or other amounts from the Borrowers with respect to Swing Loans shall be made by or to PNC Bank according to Section 2.9.

4.3    Interest Payment Dates.

Interest on Loans to which the Base Rate Option applies shall be due and payable in arrears on the first Business Day of each October, January, April and July and on the date such Loans are repaid in full. Interest on Loans to which the Euro-Rate Option applies shall be due and payable in the currency in which such Loan was made on the last day of each Interest Period for those Loans and, if such Interest Period is longer than three (3) months, also on each day that interest would have been payable had successive Interest Periods of three months' duration been applicable to such Loans. Interest on mandatory prepayments of principal under Section 4.6 shall be made in the currency in which such Loan was made and shall be due on the date such mandatory prepayment is due. Interest on the principal amount of each Loan or other monetary Obligation shall be due and payable in the currency in which such Loan was made on demand after such principal amount or such other monetary Obligation becomes due and payable (whether on the stated maturity date, upon acceleration or otherwise).

4.4    Voluntary Prepayments and Commitment Reductions.

4.4.1 Right to Prepay.

The Borrowers shall have the right at their option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in subsection 4.4.2 below or in Section 4.5) in the currency in which such Loan was made:

(i)at any time with respect to any Loan to which the Base Rate Option applies,

(ii)on the last day of the applicable Interest Period with respect to Loans to which a Euro-Rate Option applies, providedhowever the Borrowers may otherwise prepay such Loans upon payment of all amounts owing under Section 4.5.2 resulting from such prepayment,

(iii)on the date specified in a notice by any Bank pursuant to Section 3.4.3 [Administrative Agent's and Banks' Rights] with respect to any Loan to which a Euro-Rate Option applies.

Whenever the Borrowers desire to prepay any part of the Loans, TGI shall provide a prepayment notice to the Administrative Agent on behalf of the Borrowers on or before (and in the case of Optional Currency Swing Loans, four (4) days before) the date of prepayment of Loans setting forth the following information:

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(a)the date, which shall be a Business Day, on which the proposed prepayment is to be made;

(b)a statement indicating the application of the prepayment; and

(c)the total principal amount and currency of such prepayment, the Dollar Equivalent amount of which shall not be less than $200,000 for the Revolving Credit Loans.

Notwithstanding the foregoing to the contrary, whenever the Borrowers desire to prepay any part of the Swing Loans TGI shall provide notice thereof on behalf of the Borrowers no later than 12:00 noon, Pittsburgh time, on the date of prepayment of Swing Loans setting forth the following information:

(x)the date, which shall be a Business Day, on which the proposed prepayment is to be made; and

(y)a statement indicating the application of the prepayment between the Swing Loans.

The amount of the payment shall not be less than $25,000 for any Swing Loan except for Swing Loans made pursuant to Section 2.9.9, as to which there shall be no minimum.

All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made in the currency in which such Loan was made. Except as provided in Section 3.4.3, if the Borrowers prepay a Loan but fails to specify the applicable Borrowing Tranche which the Borrowers are prepaying, the prepayment shall be applied first to Loans to which the Base Rate Option applies, then to Dollar Loans to which the Euro-Rate Option applies, and then to Optional Currency Swing Loans. Any prepayment hereunder shall be subject to the Borrowers' obligation to indemnify the Banks under Section 4.5.2.

4.4.2 Replacement of a Bank.

In the event any Bank (i) gives notice under Section 3.4.2, Section 4.5.1, or Section 10.20(vii) (ii) becomes a Defaulting Bank or otherwise does not fund Revolving Credit Loans in breach of its obligations under Section 2.5 or because the making of such Loans would contravene any Law applicable to such Bank, (iii) does not approve any action as to which its consent is required (other than the consent of the Administrative Agent under Section 10.1.1) and the consent of the Required Banks is obtained hereunder, or (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers shall have the right at their option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment within ninety (90) days after (v) receipt

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of such Bank's notice under Section 3.4.2, 4.5.1, or 10.20(vii) (w) the date such Bank has become a Defaulting Bank or otherwise has failed to fund Revolving Credit Loans in breach of its obligations under Section 2.5 or because the making of such Loans would contravene Law applicable to such Bank, (x) the date of obtaining the consent which such Bank has not approved, (y) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2; provided that the Borrowers shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.5 and any accrued interest due on such amount and any related fees; provided, however, that the Commitment of such Bank shall be provided by one or more of the remaining Banks or a replacement bank reasonably acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank the Borrowers may terminate such Defaulting Bank's Commitment and reduce the aggregate Commitments of all of the Banks by the amount of such Defaulting Bank's terminated Commitment subject to the provisions (other than the pro rata provisions) set forth in Section 4.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 4.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 9.14 and an Issuing Bank may only be replaced if all applicable Letters of Credit which it has issued have expired, been terminated or replaced or cash collateral or backup letters of credit shall have been deposited.

4.4.3 Right to Reduce Commitments.

The Borrowers shall have the right at their option from time to time to reduce permanently the Revolving Credit Commitments upon at least one Business Day's advance notice to the Administrative Agent. Each such permanent reduction shall be in the minimum amount of $5,000,000 and shall reduce the Revolving Credit Commitment of each Bank in proportion to its Ratable Share. Upon the effective date of each permanent reduction in the Revolving Credit Commitments, the Borrowers shall also prepay, with interest and with any additional compensation required under Section 4.5.2, the amount (if any) by which the Revolving Facility Usage at the time of the reduction exceeds the amount of the Revolving Commitments as reduced.

4.4.4 Change of Lending Office.

Each Bank agrees that upon the occurrence of any event giving rise to increased costs or other special payments under Section 3.4.2 [Illegality; Increased Costs; Deposits Not Available] with respect to such Bank, it will, if requested by TGI on behalf of the Borrowers, use reasonable efforts (subject to overall policy considerations of such Bank) to designate another lending office for any Loans or Letters of Credit affected by such event, provided that such designation is made on such terms that such Bank and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of such Section. Nothing in this Section 4.4.4 shall affect or postpone any of the Obligations of the Borrowers or any other Loan Party or the rights of the Administrative Agent or any Bank provided in this Agreement.

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4.5    Additional Compensation in Certain Circumstances.

4.5.1 Increased Costs or Reduced Return Resulting From Reserves, Capital Adequacy Requirements, Expenses, Etc.

If any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body, including, without limitation, all requests, rules, guidelines or directives issued under or in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States or foreign regulatory authorities, regardless of the date adopted, issued, promulgated, or implemented:

(i)imposes, modifies or deems applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank or any lending office of any Bank or the Issuing Bank, or

(ii)subjects any of the Administrative Agent, PNC Bank as provider of the Swing Loans, the Issuing Bank or any Bank to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes, or (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

(iii)imposes on any Bank or the Issuing Bank or the London interbank market any other conditions, cost or expenses (other than Taxes) affecting this Agreement or Loans made by such Bank or any Letter of Credit or participation therein;

(iv)imposes, modifies or deems applicable any capital adequacy, liquidity or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank or Issuing Bank, or (B) otherwise applicable to the obligations of any Bank or any lending office of any Bank or any Issuing Bank under this Agreement,

and the result of any of the foregoing is to increase the cost to the Administrative Agent, PNC Bank as provider of the Swing Loan, the Issuing Bank or any Bank of making, converting to, or continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to any of them of participating in, issuing or maintaining any Letter of Credit (or maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of sum received or receivable by, such Bank, Administrative Agent, PNC Bank or Issuing Bank, whether of principal, interest or any other amount (or, in the case of any capital adequacy, liquidity or similar requirement, to have the effect of reducing the rate of return on any Bank's or Issuing Bank's capital, taking into consideration such Bank's or Issuing Bank's customary policies with respect to capital adequacy or liquidity) by an amount which such Bank

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or Issuing Bank in its sole discretion deems to be material, such Bank or Issuing Bank shall from time to time notify TGI, as agent for the Borrowers, and the Administrative Agent of the amount determined in good-faith (using any reasonable averaging and attribution methods) by such Bank or Issuing Bank to be necessary to compensate such Bank or Issuing Bank for such increase in cost, reduction of income or additional expense (to the extent not reflected in the determination of Base Rate). Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrowers to such Bank or Issuing Bank ten (10) Business Days after such notice is given. Failure or delay on the part of the Administrative Agent, PNC Bank as the provider of Swing Loans, any Bank or Issuing Bank to demand compensation pursuant to this Section 4.5 shall not constitute a waiver of the Administrative Agent's, PNC Bank's, such Bank's or Issuing Bank's right to demand such compensation; provided that the Borrowers shall not be required to compensate the Administrative Agent, PNC Bank, a Bank or the Issuing Bank pursuant to this Section 4.5 for any increased costs incurred or reductions suffered more than nine months prior to the date that the Administrative Agent, PNC Bank, such Bank or Issuing Bank, as the case may be, notifies the Borrowers of change in Law or other circumstances described above giving rise to such increased costs or reductions, and of the Administrative Agent, PNC Bank's, such Bank's or Issuing Bank's intention to claim compensation therefor (except that, if the change in Law or other circumstances described above giving rise to such increase costs or reductions is retroactive, then the nine month period referred to above shall be extended to include the period of retroactive effect).

4.5.2 Indemnity.

In addition to the compensation required by subsection 4.5.1 of this Section 4.5, each Borrower shall indemnify each Bank and each Issuing Bank against all liabilities, losses or expenses (including loss of margin, any loss or expense incurred in liquidating or employing deposits from third parties and any loss or expense incurred in connection with funds acquired by a Bank or Issuing Bank to fund or maintain Loans subject to the Euro-Rate Option) which such Bank or Issuing Bank actually sustains or incurs as a consequence of any:

(i)payment, prepayment, conversion or renewal of any Loan to which the Euro-Rate Option applies on a day other than the last day of the corresponding Interest Period (whether or not such payment or prepayment is mandatory, voluntary or automatic and whether or not such payment or prepayment is then due),

(ii)attempt by any Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any notice relating to Loan Requests under Section 2.4 or Section 3.2 or prepayments under Section 4.4,

(iii)default by any Borrower in the performance or observance of any covenant or condition contained in this Agreement or any other Loan Document, including any failure of the Borrowers to pay when due (by acceleration or otherwise) any principal, interest, Commitment Fee or any other amount due hereunder, or

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(iv)the assignment of any Revolving Credit Loans under the Euro-Rate Option other than on the last day of the Interest Period or maturity date applicable thereto as a result of a request by the Borrowers pursuant to Section 4.4.2.

If any Bank or Issuing Bank actually sustains or incurs any such loss or expense, it shall from time to time notify TGI, as agent for the Borrowers, of the amount determined in good-faith by such Bank (which determination may include such reasonable assumptions, allocations of costs and expenses and averaging or attribution methods as such Bank or Issuing Bank shall determine) to be necessary to indemnify such Bank or Issuing Bank for such loss or expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrowers to such Bank or Issuing Bank, as the case may be, ten (10) Business Days after such notice is given.

4.6    Mandatory Prepayments.

4.6.1 Currency Fluctuations.

If on any Computation Date (i) the Dollar Equivalent Revolving Facility Usage is greater than the Revolving Credit Commitments, (ii) the Dollar Equivalent of Optional Currency Swing Loans shall exceed the Optional Currency Swing Loan Commitment, or (iii) the Dollar Equivalent of Letters of Credit Outstanding shall exceed $100,000,000, as a result of a change in exchange rates between one (1) or more Optional Currencies and Dollars, then the Administrative Agent shall notify TGI, as agent for the Borrowers of the same. The Borrowers shall pay or prepay Loans (subject to Borrowers' indemnity obligations under Sections 4.4 [Voluntary Prepayments] and 4.5 [Additional Compensation in Certain Circumstances]) within one (1) Business Day after TGI receives such notice such that after giving effect to such payments or prepayments, (a) the Dollar Equivalent Revolving Facility Usage shall not exceed the Revolving Credit Commitments, and (b) the Dollar Equivalent of Optional Currency Swing Loans shall not exceed the Optional Currency Swing Loan Commitment. With respect to the circumstance identified in clause (iii) of the first sentence of this paragraph, the Borrowers shall Cash Collateralize the Letters of Credit Outstanding to the extent of the amount by which the Dollar Equivalent of Letters of Credit Outstanding exceeds $100,000,000.

4.6.2 Application Among Interest Rate Options.

All prepayments required pursuant to this Section 4.6 [Mandatory Prepayments] shall first be applied among the Interest Rate Options to the principal amount of the Loans subject to the Base Rate Option, then to Revolving Credit Loans subject to a Euro-Rate Option and then to Optional Currency Swing Loans subject to the Euro-Rate Option. In accordance with Section 4.5.2 [Indemnity], each Borrower shall indemnify the Banks for any loss or expense, including loss of margin, incurred with respect to any such prepayments applied against Loans subject to a Euro-Rate Option on any day other than the last day of the applicable Interest Period.

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4.7    Interbank Market Presumption.

For all purposes of this Agreement and each Note with respect to any aspects of the Euro-Rate, any Loan under the Euro-Rate Option or any Optional Currency, each Bank and the Administrative Agent shall be presumed to have obtained rates, funding, currencies, deposits, and the like in the applicable interbank market regardless whether it did so or not; and, each Bank's and the Administrative Agent's determination of amounts payable under, and actions required or authorized by, Sections 3.4 [Euro-Rate Unascertainable] and 4.5 [Additional Compensation in Certain Circumstances] shall be calculated, at each Bank's and the Administrative Agent's option, as though each Bank and the Administrative Agent funded its each Borrowing Tranche of Loans under the Euro-Rate Option through the purchase of deposits of the types and maturities corresponding to the deposits used as a reference in accordance with the terms hereof in determining the Euro-Rate applicable to such Loans, whether in fact that is the case.

4.8    Taxes. For purposes of this Section, the term "Bank" includes any Issuing Bank and PNC Bank as provider of the Swing Loans.

4.8.1 Payments Free of Taxes.

Any and all payments by or on account of any obligation of the Loan Parties hereunder or under any other Loan Documents shall be made free and clear of and without reduction or withholding for any Taxes except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Official Body in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 4.8 [Taxes]) the applicable Bank, the Issuing Bank or the Administrative Agent receives an amount equal to the sum it would have received had no such deduction or withholding been made.

4.8.2 Payment of Other Taxes by the Loan Parties.

The Loan Parties shall timely pay to the relevant Official Body in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

4.8.3 Indemnification by the Loan Parties.

The Loan Parties shall indemnify the Administrative Agent, the Issuing Bank and each Bank, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 4.8 [Taxes]) payable or paid by the Administrative Agent, the Issuing Bank or such Bank, as the case may be, or required to be withheld or deducted from a

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payment to such Bank, the Issuing Bank or the Administrative Agent, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Official Body. A certificate as to the amount of such payment or liability delivered to the Borrowers by a Bank (with copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Bank, shall be conclusive absent manifest error.

4.8.4 Indemnification by the Banks.

Each Bank shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Bank (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of any of the Loan Parties to do so), (ii) any Taxes attributable to such Bank's failure to comply with the provisions of Section 10.11.4 [Participations] relating to the maintenance of a Participant Register, and (iii) any Excluded Taxes attributable to such Bank, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Official Body. A certificate as to the amount of such payment or liability delivered to any Bank by the Administrative Agent shall be conclusive absent manifest error. Each Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Bank under any Loan Document or otherwise payable by the Administrative Agent to the Bank from any other source against any amount due to the Administrative Agent under this Section 4.8.4 [Indemnification by the Banks].

4.8.5 Evidence of Payments.

As soon as practicable after any payment of Taxes by the Loan Parties to an Official Body, the Loan Parties (or any one of them) shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Official Body evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

4.8.6 Status of Banks.

(i)Any Bank that is entitled to an exemption from or reduction of withholding Tax with respect to payments made hereunder or under any other Loan Document shall deliver to the Borrowers (with a copy to the Administrative Agent), at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrowers or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Bank, if requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two

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sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 4.8.6 (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Bank's reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank.

(ii)Without limiting the generality of the foregoing, in the event that any Borrower is resident for tax purposes in the United States of America:

(a)any Bank that is a U.S. Person shall deliver to the Borrowers and the Administrative Agent on or prior to the date on which such Bank becomes a Bank hereunder (and from time to time thereafter upon the reasonable request of the Borrowers or the Administrative Agent), properly executed originals of IRS Form W-9 certifying that such Bank is exempt from U.S. federal backup withholding tax;

(b)any Foreign Bank, to the extent it is legally entitled to do so, shall deliver to the Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the request of the Borrowers or the Administrative Agent), whichever of the following is applicable:

(1)in the case of a Foreign Bank claiming the benefits of an income tax treaty to which the United States of America is a party, (A) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the "interest" article of such tax treaty and (B) with respect to any other applicable payment under any Loan Document, IRS Form W-8BEN establishing an exemption from, a reduction of, U.S. federal withholding Tax pursuant to the "business profits" or "other income" article of such tax treaty;

(2)duly completed and executed originals of IRS Form W-8ECI;

(3)in the case of a Foreign Bank claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (A) a certificate substantially in the form of Exhibit 4.8.6(A) to the effect that such Foreign Bank is not (i) a "bank" within the meaning of section 881(c)(3)(A) of the Code, (ii) a "10 percent shareholder" of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (iii) a "controlled foreign corporation" described in section 881(c)(3)(C) of the Code (a "U.S. Tax Compliance Certificate") and (B) duly completed and executed originals of IRS Form W-8BEN, or

(4)to the extent a Foreign Bank is not the beneficial owner, properly executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 4.8.6(B) or Exhibit 4.8.6(C), IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of such Foreign Bank are claiming the portfolio interest

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exemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 4.8.6(D) on behalf of each such direct and indirect partner;

(c)any Foreign Bank shall, to the extent it is legally entitled to do so, deliver to the Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrowers or the Administrative Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made; and

(d)if a payment made to a Bank under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Bank were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Bank shall deliver to the Borrowers and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(c)(i) of the Code) and such additional documentation reasonably requested by the Borrowers or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Bank has complied with such Bank's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), "FATCA" shall include any amendments made to FATCA after the date of this Agreement.

Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so.

4.8.7 Refund.

If any party determines, in its reasonable discretion, that it has received a refund in respect of any Taxes as to which it has been indemnified pursuant to this Section 4.8 [Taxes], (including by payment of additional amounts pursuant to this Section 4.8 [Taxes]), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 4.8 [Taxes] with respect to the Taxes (including without limitation Other Taxes) giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of the indemnified party and without interest (other than any interest paid by the relevant Official Body with respect to such refund or credit). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 4.8.8 (plus any penalties, interest or other charges imposed by the relevant Official Body) in the event that such indemnified party is required to repay such refund or credit to such Official Body. Notwithstanding anything to the contrary in this Section 4.8.7, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 4.8.7, the payment of which would place the indemnified party in a less

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favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund or credit had never been paid. This paragraph shall not be construed to require any indemnified party to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the indemnifying party or any other Person.

4.8.8 Survival.

Each party's obligations under this Section 4.8 [Taxes] shall survive the resignation of the Administrative Agent or any assignment of rights by, or the replacement of, a Bank, the termination of the Revolving Credit Commitments and the repayment, satisfaction or discharge of all Obligations.

4.8.9 United Kingdom Tax Information

Without limiting the generality of the foregoing in the case of a Borrower that is a resident for tax purposes of the United Kingdom, any Bank entitled to benefits under the United States/United Kingdom double tax treaty shall deliver to (i) the Internal Revenue Service (with copies delivered to TGI, the relevant Borrower and the Administrative Agent, in such number of copies as shall be requested by the recipient) on or prior to the date on which such Bank becomes a Bank under this Agreement (and from time to time thereafter upon the request of TGI or such Borrower or the Administrative Agent, but only if such Bank is legally entitled to do so) duly completed copies (in triplicate) of the United Kingdom HM Revenue & Customs Form US/Company 2002 (or such other form as may from time to time be prescribed by applicable law or regulation) claiming exemption from withholding on account of United Kingdom income tax pursuant to the United States/United Kingdom double tax treaty or (ii) (but only if such Bank is a holder of a Double Taxation Treaty Passport) TGI and the Administrative Agent of such Bank's HMRC DTTP number, and upon receipt thereof, the Loan Parties each agree to promptly complete and file such forms, certificates and documents and otherwise cooperate with such Bank, as such Bank may request from time to time, in order for such Bank to establish that such Bank is not subject to, or is entitled to a reduction in the amount of or exemption from, any deduction, withholding or other Taxes with respect to any payment to such Bank, including HMRC Form DTTP 2. The relevant Borrower and such Bank shall each provide all reasonable information and assistance to the Internal Revenue Service and Inland Revenue on a timely basis in order efficiently to process the relevant treaty claim, and shall keep each other (through the Administrative Agent) informed of any matters relating to such claim, including such Borrower providing a copy of any direction (or other authority) issued by the HM Revenue & Customs authorizing such Borrower to pay free and clear of any withholding on account of United Kingdom income tax and of any cancellation thereof.

4.9    Judgment Currency.

4.9.1 Currency Conversion Procedures for Judgments.

If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder or under a Note in any currency (the "Original Currency") into

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another currency (the "Other Currency"), the parties hereby agree, to the fullest extent permitted by Law, that the rate of exchange used shall be that at which in accordance with normal banking procedures each Bank could purchase the Original Currency with the Other Currency after any premium and costs of exchange on the Business Day preceding that on which final judgment is given.

4.9.2 Indemnity in Certain Events.

The obligation of the Borrowers in respect of any sum due from the Borrowers to any Bank hereunder shall, notwithstanding any judgment in an Other Currency, whether pursuant to a judgment or otherwise, be discharged only to the extent that, on the Business Day following receipt by any Bank of any sum adjudged to be so due in such Other Currency, such Bank may in accordance with normal banking procedures purchase the Original Currency with such Other Currency. If the amount of the Original Currency so purchased is less than the sum originally due to such Bank in the Original Currency, each Borrower agrees, as a separate obligation and notwithstanding any such judgment or payment, to indemnify such Bank against such loss.

5.    REPRESENTATIONS AND WARRANTIES

5.1    Representations and Warranties.

Each Borrower represents and warrants to the Administrative Agent and each of the Banks as follows:

5.1.1 Organization and Qualification.

TGI and each Subsidiary of TGI: (i) is a corporation, partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, and (iii) is duly licensed or qualified and in good standing in each jurisdiction where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except with respect to each of (i) and (iii) above, for exceptions which would not reasonably be expected to result in a Material Adverse Change.

5.1.2 Capitalization and Ownership.

Schedule 5.1.2, which shall be delivered on or prior to the Closing Date, states the authorized capital stock of TGI as of the Closing Date, the issued and outstanding shares (referred to herein as the "Shares") of such stock as of May 15, 2012, and the names of any parties beneficially owning, individually or through affiliates, more than 5% thereof as of the Closing Date. All of the Shares have been validly issued and are fully paid and nonassessable. As of the Closing Date, there are no options, warrants or other rights outstanding to purchase any such Shares except as disclosed in Schedule 5.1.2.

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5.1.3 Subsidiaries.

(i) Schedule 5.1.3 which shall be delivered on or prior to the Closing Date, states, as of the Closing Date, the name of each of TGI's Subsidiaries, its jurisdiction of incorporation or organization, its authorized capital stock, the issued and outstanding shares (referred to herein as the "Subsidiary Shares") and the owners thereof if it is a corporation, its outstanding partnership interests (the "Partnership Interests") if it is a partnership and its outstanding limited liability company interests, interests assigned to managers thereof and the voting rights associated therewith (the "LLC Interests") if it is a limited liability company. TGI and each Subsidiary of TGI has good and marketable title to all of the Subsidiary Shares, Partnership Interests and LLC Interests it purports to own, free and clear in each case of any Lien other than the Vought Financing Liens and Permitted Refinancing Liens related thereto, non-consensual Liens arising by operation of Law which are identified under the definition of Permitted Liens herein and Liens in favor of the Administrative Agent for the benefit of the Banks hereunder. All Subsidiary Shares, Partnership Interests and LLC Interests have been validly issued, and all Subsidiary Shares are fully paid and nonassessable. All capital contributions and other consideration required to be made or paid in connection with the issuance of the Partnership Interests and LLC Interests have been made or paid, as the case may be. There are no options,warrants or other rights outstanding to purchase any such Subsidiary Shares, Partnership Interests or LLC Interests outstanding as of the Closing Date except as indicated on Schedule 5.1.3.

(ii) Schedule 5.1.3 sets forth the transactions resulting in the non-existence of the following former Subsidiaries of TGI: Lamar Electro-Air Corporation, Kilroy Steel, Inc., Kilroy Structural Steel Co., Triumph Fabrications-Orangeburg, Inc., and Triumph Logistics UK-Limited.

5.1.4 Power and Authority.

TGI and each other Loan Party has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part.

5.1.5 Validity and Binding Effect.

This Agreement has been duly and validly executed and delivered by each Borrower, and each other Loan Document which TGI or any other Loan Party is required to execute and deliver on or after the date hereof will have been duly executed and delivered by TGI and each other Loan Party on the required date of delivery of such Loan Document. This Agreement and each other Loan Document to which any Borrower or any other Loan Party is a party constitutes, or will constitute, legal, valid and binding obligations of each such party, enforceable against each such party, in accordance with its terms, except to the extent that enforceability of any of such Loan Document may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforceability of creditors' rights generally or limiting the right of specific performance.

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5.1.6 No Conflict.

Neither the execution and delivery of this Agreement or the other Loan Documents by the Borrowers and any other Loan Party nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws or other organizational documents of any Borrower or any Subsidiary or (ii) any Law or of any material agreement, instrument, order, writ, judgment, injunction or decree to which any Borrower or any Subsidiary is a party or by which it is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of any Borrower or any Subsidiary other than the Liens granted to the Administrative Agent, for the benefit of the Banks, pursuant to the Loan Documents.

5.1.7 Litigation.

Except as set forth on Schedule 5.1.7, there are no actions, suits, proceedings or investigations pending or, to the knowledge of any Borrower, threatened against any Borrower or any Subsidiary of any Borrower at law or equity before any Official Body which would, individually or in the aggregate, be reasonably likely to result in any Material Adverse Change. Neither the Borrowers nor any Subsidiaries of any Borrower is in violation of any order, writ, injunction or any decree of any Official Body which would reasonably be expected to result in any Material Adverse Change.

5.1.8 Title to Properties.

The real property located in the United States and owned or leased (other than residential leases for use by employees) by any Borrower and each Subsidiary of any Borrower as of the Closing Date is described on Schedule 5.1.8 which shall be delivered on or prior to the Closing Date. Each Borrower and each Subsidiary of each Borrower has good and marketable title to or valid leasehold interests in all properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens, and subject to the terms and conditions of the applicable leases. All leases of property are in full force and effect without the necessity for any consent which has not previously been obtained in respect of the transactions contemplated hereby.

5.1.9 Financial Statements.

(i)Historical Statements. TGI has delivered to the Administrative Agent copies of (a) its audited consolidated and unaudited consolidating year-end financial statements for and as of the end of the fiscal year ended March 31, 2011; and (b) its unaudited consolidated financial statements for each fiscal quarter thereafter through and including the quarter ended December 31, 2011 (collectively, the "Historical Statements"). The Historical Statements were compiled from the books and records maintained by TGI's management, as the case may be, are correct and complete and present fairly in all material respects the financial condition of TGI and its Subsidiaries, as the case may be, as of their dates and the results of

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operations for the fiscal periods then ended and have been prepared in accordance with GAAP consistently applied.

(ii)Accuracy of Financial Statements. As of the date of the most recent Historical Statements, TGI has not incurred, any liabilities, contingent or otherwise, that could reasonably be expected to result in a Material Adverse Change and which were not disclosed in the Historical Statements or in the notes thereto. Since March 31, 2011, no Material Adverse Change has occurred.

5.1.10 Margin Stock.

Neither TGI nor any of its Subsidiaries engages or intends to engage principally, or as one of its important activities, in the business of extending credit for the purpose, immediately, incidentally or ultimately, of purchasing or carrying margin stock (within the meaning of Regulation U). No part of the proceeds of any Loan has been or will be used, immediately, incidentally or ultimately, to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock or to refund Indebtedness originally incurred for such purpose, or for any purpose which entails a violation of or which is inconsistent with the provisions of Regulation U of the Board of Governors of the Federal Reserve System. Neither TGI nor any of its Subsidiaries holds or intends to hold margin stock in such amounts that more than 25% of the reasonable value of the assets of TGI or any of its Subsidiaries are or will be represented by margin stock. If requested by the Administrative Agent, TGI will furnish to the Administrative Agent a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U‑1, as applicable, referred to in Regulation U.

5.1.11 Full Disclosure.

Neither the confidential information memorandum provided to the Banks in connection with this Agreement nor any other Loan Document, nor any certificate, statement, agreement or other documents furnished to the Administrative Agent or any Bank in connection herewith or therewith, contains any untrue statement of a material fact or, considered in the aggregate, omits to state a material fact necessary in order to make the statements contained herein and therein, in light of the circumstances under which they were made, not misleading. On the Closing Date, there is no fact known to any Borrower which materially adversely affects the business, property, assets, financial condition or results of operations of such Borrower or any Subsidiary of such Borrower which has not been set forth in such confidential information memorandum, this Agreement or in the certificates, statements, agreements or other documents furnished in writing to the Administrative Agent and the Banks prior to or at the date hereof in connection with the transactions contemplated hereby or previously been publicly disclosed in TGI's most recently filed Form 10-K and any Form 10-Q or Form 8-K filed subsequently with the Securities and Exchange Commission prior to the Closing Date.

5.1.12 Taxes.

All federal, state, material local, material foreign and material other tax returns required to have been filed with respect to TGI and each Subsidiary of TGI have been

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filed (subject to the timely filing of any extensions therefor), and payment or adequate provision has been made for the payment of all taxes, fees, assessments and other governmental charges which have or may become due pursuant to said returns or to assessments received, except to the extent that such taxes, fees, assessments and other charges are being contested in good faith by appropriate proceedings diligently conducted and for which such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made. Other than extensions of tax return filing deadlines for which the Borrowers have applied in the ordinary course of business, there are no agreements or waivers extending the statutory period of limitations applicable to any federal income tax return of TGI or any of its Subsidiaries for any period in which the underlying potential liability could reasonably be expected to result in a Material Adverse Change.

5.1.13 Consents and Approvals.

No consent, approval, exemption, order or authorization of, or a registration or filing with, any Official Body or any other Person is required by any Law or any agreement in connection with the execution, delivery and carrying out of this Agreement and the other Loan Documents by any Borrower, except as shall have been obtained or made on or prior to the Closing Date.

5.1.14 No Event of Default; Compliance with Instruments.

No event has occurred and is continuing and no condition exists or will exist after giving effect to the borrowings to be made on the Closing Date under the Loan Documents which constitutes an Event of Default or Potential Default. Neither any Borrower nor any of their Subsidiaries is in violation of (i) any term of its certificate of incorporation, bylaws, or other organizational documents or (ii) any material agreement or instrument to which it is a party or by which it or any of its properties may be subject or bound where such violation would constitute a Material Adverse Change.

5.1.15 Patents, Trademarks, Copyrights, Licenses, Etc.

TGI and each Subsidiary of TGI owns or possesses all the material patents, trademarks, service marks, trade names, copyrights, licenses, registrations, franchises, permits, intellectual property and rights necessary to own and operate its properties and to carry on its business as presently conducted and planned to be conducted by TGI and its Subsidiaries, without known conflict with the rights of others that could reasonably be expected to result in a Material Adverse Change.

5.1.16 Insurance.

All insurance policies and other bonds to which TGI and each of its Subsidiaries is a party are valid and in full force and effect to the extent necessary to comply with Section 7.1.3 [Maintenance of Insurance]. No notice has been given or claim made and no grounds exist to cancel or avoid any of such policies or bonds or to reduce the coverage provided thereby, except as would not impair the accuracy of the following sentence or could reasonably be expected to result in a breach of Section 7.1.3 [Maintenance of Insurance]. Such policies and

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bonds provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of TGI and each Subsidiary of TGI in accordance with prudent business practice in the industries of TGI and its Subsidiaries.

5.1.17 Compliance with Laws.

TGI and its Subsidiaries are in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in subsection 5.1.22) in all jurisdictions in which TGI and its Subsidiaries do business except where the failure to so comply would not constitute a Material Adverse Change.

5.1.18 Material Contracts.

Except as otherwise publicly disclosed in TGI's most recent Form 10-K and any Form 10Q or Form 8-K subsequently filed with the Securities and Exchange Commission, all material contracts publicly filed or required to be publicly filed by TGI pursuant to applicable securities law, are valid, binding and enforceable in all material respects upon TGI, or each Subsidiary and each of the other parties thereto in accordance with their respective terms, and there is no default thereunder by TGI, or any such Subsidiary or, to the Borrowers' knowledge, with respect to parties other than TGI, or any such Subsidiary, which would result in a Material Adverse Change.

5.1.19 Investment Companies.

Neither TGI nor any of its Subsidiaries is an "investment company" registered or required to be registered under the Investment Company Act of 1940 or under the "control" of an "investment company" as such terms are defined in the Investment Company Act of 1940 and shall not become such an "investment company" or under such "control."

5.1.20 Plans and Benefit Arrangements.

Except as set forth on Schedule 5.1.20:

(i)Each Borrower and each member of each of their ERISA Groups are in compliance with any applicable provisions of ERISA with respect to all Benefit Arrangements and Plans, except where the failure to do so could not reasonably be expected to result in a Material Adverse Change. There has been no Prohibited Transaction with respect to any Benefit Arrangement or any Plan, which could result in a Material Adverse Change. Each Borrower and, to the knowledge of any Borrower, all members of each of their ERISA Groups have made when due any and all material payments required to be made under any agreement relating to a Multiemployer Plan or a Multiple Employer Plan or any Law pertaining thereto. Except where the failure to do so could not result in a Material Adverse Change, with respect to each Plan and Multiemployer Plan, each Borrower and each member of each of its ERISA Group (a) have fulfilled their obligations under the minimum funding standards of ERISA, (b) have not incurred any liability to the PBGC other than required premiums under Sections 4006 and 4007 of ERISA, and (c) have not had asserted against them any penalty for failure to fulfill the minimum funding requirements of ERISA.

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(ii)To each Borrower's knowledge, each Plan is able to pay benefits thereunder when due (without regard to a termination basis).

(iii)Neither the Borrowers nor any other member of any of its ERISA Group has instituted proceedings or taken formal action to terminate any Plan.

(iv)No Plan has an actual or deemed Adjusted Funding Target Attainment Percentage that would subject the Plan to the benefit limitations imposed under Section 436(b), (d)(1) or (e) of the Internal Revenue Code.

(v)Neither any Borrower nor any other member of any of its ERISA Group has incurred or reasonably expects to incur any material Withdrawal Liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither any Borrower nor any other member of its ERISA Group has been notified by any Multiemployer Plan or Multiple Employer Plan that such Multiemployer Plan or Multiple Employer Plan has been terminated within the meaning of Title IV of ERISA and, to the knowledge of each Borrower, no Multiemployer Plan or Multiple Employer Plan is reasonably expected to be reorganized or terminated, within the meaning of Title IV of ERISA in a manner that can reasonably be expected to result in a Material Adverse Change.

(vi)(a) To the extent that any Benefit Arrangement is insured, all Borrowers and all members of each of their ERISA Groups have paid when due all material premiums required to be paid for all periods through the Closing Date and (b) to the extent that any Benefit Arrangement is funded other than with insurance, all Borrowers and all members of each of their ERISA Groups have made when due all material contributions required to be paid for all periods through the Closing Date.

(vii)All Plans, Benefit Arrangements have been administered in accordance with their terms and the applicable provisions of ERISA except where the failure to do so could not reasonably be expected to result in a Material Adverse Change.

5.1.21 Employment Matters.

Except as set forth on Schedule 5.1.21, TGI and each of its Subsidiaries are in compliance with the Labor Contracts and all applicable federal, state and local labor and employment Laws including those related to equal employment opportunity and affirmative action, labor relations, minimum wage, overtime, child labor, medical insurance continuation, worker adjustment and relocation notices, immigration controls and worker and unemployment compensation where the failure to comply would, individually or in the aggregate, likely constitute a Material Adverse Change. To the best of each Borrower's knowledge, there are no outstanding grievances, arbitration awards or appeals therefrom arising out of the Labor Contracts or current or threatened strikes, picketing, handbilling or other work stoppages or slowdowns at facilities of any Borrower or any of its Subsidiaries which in any case would constitute a Material Adverse Change.

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5.1.22 Environmental Matters.

Except as disclosed on Schedule 5.1.22:

(i)Neither TGI nor any Subsidiary of TGI has received any material Environmental Complaint from any Official Body alleging that TGI or such Subsidiary or, with respect to the Property, any prior or subsequent owner of the Property is a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, etseq., and the Borrowers have no reason to believe that such an Environmental Complaint is likely to be received. Except as would not reasonably be expected to result in a Material Adverse Change, neither TGI nor any Subsidiary of TGI has received any Environmental Complaint described in the immediately preceding sentence, from a private Person (as opposed to receipt thereof from an Official Body). There are no pending or, to any Borrower's knowledge, threatened Environmental Complaints relating to TGI or any Subsidiary of TGI or, to any Borrower's knowledge with respect to the Property, any prior or subsequent owner of the Property pertaining to, or arising out of, any Environmental Conditions, in any case that would reasonably be expected to result in a Material Adverse Change.

(ii)There are no circumstances at, on or under the Property that constitute a material breach of or non-compliance with any of the Environmental Laws. There are no Environmental Conditions at, on or under the Property or, to the knowledge of any Borrower, at, on or under adjacent property, that prevent compliance with the Environmental Laws at the Property in a manner that would reasonably be expected to result in a Material Adverse Change.

(iii)Neither the Property nor any structures, improvements, equipment, fixtures, activities or facilities thereon or thereunder contain or use Regulated Substances except in material compliance with Environmental Laws. There are no processes, facilities, operations, equipment or any other activities at, on or under the Property, or, to the knowledge of any Borrower, at, on or under adjacent property, that currently result in the release or threatened release of Regulated Substances onto the Property, except to the extent that such releases or threatened releases are not a breach of or otherwise not a violation of the Environmental Laws or would not result in a Material Adverse Change.

(iv)TGI and each Subsidiary of TGI has all material permits, licenses, authorizations, plans and approvals required under the Environmental Laws for the conduct of the business of TGI and its Subsidiaries as presently conducted. TGI and each Subsidiary of TGI has submitted all material notices, reports and other filings required by the Environmental Laws to be submitted to an Official Body which pertain to past and current operations on the Property.

(v)All past and present on-site generation, storage, processing, treatment, recycling, reclamation, disposal or other use or management of Regulated Substances at, on, or under the Property and all off-site transportation, storage, processing, treatment, recycling, reclamation, disposal or other use or management of Regulated Substances has been performed by TGI and its Subsidiaries in material accordance with the Environmental Laws.

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5.1.23 Senior Debt Status.

The Obligations of each Loan Party under this Agreement, the Notes, the Guarantee and Collateral Agreement and each of the other Loan Documents to which it is a party do rank and will rank at least pari passu in priority of payment with all other secured senior Indebtedness of the Loan Parties. The obligations of any Loan Party under the Convertible Note Indenture and the Convertible Notes are and shall remain at all times unsecured and subordinated in right of payment to the Obligations hereunder and under the other Loan Documents. Without limiting the foregoing, each Loan Party shall take all steps necessary to provide that (i) its Obligations under this Agreement, the Notes, the Guarantee and Collateral Agreement and the other Loan Documents shall be senior to, or paripassu with, any outstanding senior secured Indebtedness, and (ii) any Indebtedness of any Loan Party, now existing or hereafter incurred that is in any manner subordinated in right of payment or security to any other Indebtedness is subordinated to the Obligations on the same terms and conditions.

5.1.24 Anti-Terrorism Laws.

5.1.24.1.General.

None of the Loan Parties nor any Subsidiary of a Loan Party, nor, to the knowledge of any Loan Party, any other Affiliate of any Loan Party, is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

5.1.24.2.Executive Order No. 13224.

None of the Loan Parties, nor any Subsidiary of a Loan Party, nor, to the knowledge of any Loan Party, any other Affiliate of any Loan Party, or their respective agents acting or benefiting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder, is any of the following (each a "Blocked Person"):

(i)a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;

(ii)a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;

(iii)a Person or entity with which any Bank is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(iv)a Person or entity that commits, threatens or conspires to commit or supports "terrorism" as defined in the Executive Order No. 13224;

(v)a Person or entity that is named as a "specially designated national" on the most current list published by the U.S. Treasury Department Office

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of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list, or

(vi)a person or entity who is affiliated or associated with a person or entity listed above.

No Loan Party or to the knowledge of any Loan Party, any of its agents acting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224.

5.1.25 Security Interests; Mortgage Liens.

(i)The Guarantee and Collateral Agreement is and will continue to be effective to create in favor of the Administrative Agent, for the benefit of the Banks, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Notes described in the Guarantee and Collateral Agreement, when the original of such instruments are delivered to the Administrative Agent, and in the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Collateral are delivered to the Administrative Agent (together, in each case, with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, the Guarantee and Collateral Agreement constitutes a fully perfected Lien on, and Prior Security Interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations.

(ii)Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Banks, a legal, valid and enforceable Lien on the Real Property Collateral described therein and proceeds thereof, and when the Mortgages were filed in the offices specified on Schedule 5.1.25(b) (with respect to the Real Property Collateral owned as of the Closing Date), or are filed in the appropriate filing offices (with respect to Real Property Collateral acquired after the Closing Date), each such Mortgage shall constitute a fully perfected Lien on, and Prior Security Interest in, all right, title and interest of the Loan Parties in the Real Property Collateral and the proceeds thereof, as security for the Obligations. Schedule 1.1(M) lists, as of the Closing Date, each parcel of owned real property located in the United States and owned by TGI or any of its Subsidiaries that has a value, in the reasonable opinion of TGI, in excess of $10,000,000.

5.1.26 Status of the Pledged Collateral.

All the shares of capital stock, Partnership Interests or LLC Interests included in the Pledged Collateral to be pledged pursuant to the Guarantee and Collateral Agreement are or will be upon issuance validly issued and nonassessable and owned beneficially and of record by the applicable pledgor free and clear of any Lien or restriction on transfer, except (i) as otherwise permitted by the Guarantee and Collateral Agreement or this Agreement,

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(ii) as the right of the Banks to dispose of the Subsidiary Shares, Partnership Interests or LLC Interests may be limited by the Securities Act of 1933, as amended, and the regulations promulgated by the Securities and Exchange Commission thereunder and by applicable state securities laws and (iii) restrictions on asset sales and like contractual provisions that would not impair the ability of the Collateral Agent to realize on its Lien in accordance with the Guarantee and Collateral Agreement. There are no shareholder, partnership, limited liability company or other agreements or understandings with respect to the shares of capital stock, Partnership Interests or LLC Interests included in the Pledged Collateral except for the partnership agreements and limited liability company agreements described on Schedule 5.1.26, which may be delivered as of the Closing Date. The Loan Parties have delivered true and correct copies of such partnership agreements and limited liability company agreements to the Administrative Agent not later than the Closing Date.

5.2    Updates to Schedules.

Should any of the information or disclosures provided on any of the Schedules attached hereto become outdated or incorrect in any material respect, the Borrowers shall promptly provide the Administrative Agent in writing with such revisions or updates to such Schedule as may be necessary or appropriate to update or correct same; provided, however, that no Schedule shall be deemed to have been amended, modified or superseded by any such correction or update, nor shall any breach of warranty or representation resulting from the inaccuracy or incompleteness of any such Schedule be deemed to have been cured thereby, unless and until the Required Banks, in their sole and absolute discretion, shall have accepted in writing such revisions or updates to such Schedule.

6.    CONDITIONS OF LENDING

The obligation of each Bank to make Loans and of the Issuing Banks to issue Letters of Credit hereunder is subject to the performance by the Borrowers of their Obligations to be performed hereunder at or prior to the making of any such Loans or issuance of such Letters of Credit and to the satisfaction of the following further conditions:

6.1    First Loans

On the Closing Date:

6.1.1 Closing Representations.

The representations and warranties of each Borrower contained in Article 5 shall be true and accurate on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), no Event of Default or Potential Default under this Agreement shall have occurred and be continuing or shall exist.

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6.1.2 Secretary's Certificate.

There shall be delivered to the Administrative Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each Loan Party, certifying as appropriate as to:

(i)all requisite corporate, limited liability company or partnership, as the case may be, action taken by such Loan Party in connection with this Agreement and the other Loan Documents;

(ii)the names of the officer or officers authorized to sign this Agreement and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of such Borrower and the other Loan Parties for purposes of this Agreement and the true signatures of such officers, on which the Administrative Agent and each Bank may conclusively rely; and

(iii)with respect to each Loan Party, (a) (1) copies of the organizational documents, including certificates of incorporation and bylaws (or comparable documents, if applicable) as in effect on the Closing Date, of such Loan Party certified by the appropriate state official where such documents are filed in a state office (to the extent such state office provides certified copies of such documents), if such organizational documents have been modified from those delivered to the Administrative Agent pursuant to, or referenced in, the Secretary's Certificate dated April 5, 2011 or (2) if such organizational documents have not been modified from those delivered to the Administrative Agent pursuant to, or referenced in, the Secretary's Certificate dated April 5, 2011, a certification from the Secretary or an Assistant Secretary of such Loan Party to such effect, and (b) together with certificates, as of a reasonably recent date, from the appropriate state officials as to the continued existence and good standing of such Loan Party in each state where organized (to the extent state officials in such state provide such certificates).

6.1.3 Delivery of Loan Documents.

This Agreement, theNotes, the Mortgages to the extent Mortgages have not been delivered on any Real Property Collateral existing on the Closing Date, and the Mortgage Modifications each shall have been duly executed by the parties thereto and such documents shall have been delivered to the Administrative Agent for the benefit of the Banks.

6.1.4 Amendments to Convertible Debt Documents.

The Borrowers shall have delivered to the Administrative Agent true and correct copies of the waivers, consents or amendments to the Convertible Debt Documents, 2009 Bonds and 2010 Bonds, if any, made in connection with this Agreement and such amendments shall be acceptable to the Administrative Agent.

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6.1.5 Opinion of Counsel.

There shall be delivered to the Administrative Agent for the benefit of each Bank customary written opinions of counsel to each Loan Party and opinions of local real estate counsel in each of the jurisdictions in which Real Property Collateral is located to the extent a Mortgage or Mortgage Modification is being delivered in respect of such Real Property Collateral on the Closing Date, in each case, addressing such matters as reasonably requested by the Administrative Agent, all in form and substance satisfactory to the Administrative Agent.

6.1.6 Legal Details.

All material legal details and proceedings in connection with the transactions contemplated by the Agreement and the other Loan Documents shall be in form and substance satisfactory to the Administrative Agent, and the Administrative Agent shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent or said counsel may reasonably request. The Loan Parties shall have delivered all Schedules to this Agreement and the other Loan Documents on the time frames to have been delivered hereunder and shall deliver on the Closing Date all such remaining schedules which have not been not delivered at signing of this Agreement or otherwise prior to the Closing Date.

6.1.7 Payment of Fees.

The Borrowers shall pay or cause to be paid to the Administrative Agent for itself and for the account of the Banks all fees identified herein or set forth in the Administrative Agent's Letter or any other commitment letters with any of the Banks required to be paid prior to or upon the Closing Date and all costs and expenses for which the Administrative Agent and the Banks are entitled to be reimbursed, and such other fees and expenses as are due and payable on or before the Closing Date.

6.1.8 Consents.

All material consents and approvals (including those of an Official Body) required to effectuate the transactions contemplated hereby shall have been obtained on terms reasonably satisfactory to the Administrative Agent.

6.1.9 Officer's Certificate Regarding MACs.

Since March 31, 2011, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall be delivered to the Administrative Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of TGI to such effect.

6.1.10 No Violation of Laws.

The making of the Loans shall not contravene any Law applicable to the Borrowers or any of the Banks.

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6.1.11 No Actions or Proceedings.

No action, proceeding, investigation, regulation or legislation shall be pending before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of this Agreement or the consummation of the transactions contemplated hereby.

6.1.12 Lien Search; Filing Receipts; Pledged Shares.

The Administrative Agent shall have received (1) Lien searches with respect to each Domestic Loan Party, including title searches with respect to the Real Property to be subject to a Mortgage that do not show Liens other than Permitted Liens and Liens with respect to liabilities that have been demonstrated to the reasonable satisfaction of the Administrative Agent to have been discharged, (2) such UCC financing statements as are necessary or appropriate, in the Administrative Agent's reasonable discretion, to perfect the security interests in the UCC Collateral to the extent any such security interest can be perfected by filing a UCC financing statement, (3) original instruments evidencing the Pledged Notes required to be delivered under the Guarantee and Collateral Agreement and accompanying endorsements thereof and (4) stock certificates or limited liability company certificates evidencing the Pledged Collateral (to the extent that such shares are certificated) and accompanying stock powers.

6.1.13 Flood Certifications.

The Administrative Agent and each Bank shall have received the results of flood searches on each of the Real Property Collateral, a notification thereof acknowledged by the Loan Parties owning each such Real Property Collateral, and if located in a flood hazard area, flood insurance as required by the Loan Documents in form and substance satisfactory to the Administrative Agent.

6.1.14 Certain Amended and Restated Exhibits and other Loan Documents.

Upon the effectiveness of this Agreement, the exhibits to the existing Original Credit Agreement shall be amended and restated in their entirety in the form of the amended and restated exhibits attached hereto bearing the same numerical exhibits reference. The Administrative Agent's Letter shall be amended and restated in its entirety in the form agreed to among TGI and the Administrative Agent. In addition to any confirmation made in any Loan Documents being amended in connection herewith, each Loan Party hereby makes, confirms, affirms and ratifies its obligations under each of the Loan Documents (as defined in the Original Credit Agreement) which are not being amended and restated hereby and which were executed and delivered in connection with the Original Credit Agreement and agrees that such obligations and agreements are hereby made and granted to secure the obligations under this Agreement as if the same were made, or granted on the date hereof and continue as obligations of the Loan Parties in connection with this Agreement.

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6.1.15 Repayment and Reborrowing of Loans.

On the Closing Date, the Borrowers shall repay all outstanding Loans to which either the Base Rate Option or the Euro-Rate Option applies under the Original Credit Agreement and simultaneously reborrow a like amount of Loans under each such Interest Rate Option from the Lenders (including each new Lender and Increasing Lender) according to their Ratable Shares set forth on attached Schedule 1.1(B) and shall be subject to breakage fees and other indemnities provided in Section 4.5.2 [Indemnity].

6.1.16 Environmental Matters.

The Loan Parties shall provide the Administrative Agent with such environmental reports and audits with respect to the Real Property Collateral as reasonably requested by the Administrative Agent.

6.1.17 Insurance Policies, Certificates of Insurance; Endorsements.

The Loan Parties shall have delivered evidence acceptable to the Administrative Agent that adequate insurance in compliance with Section 7.1.3 [Maintenance of Insurance] is in full force and effect and that all premiums then due thereon have been paid.

6.1.18 Intentionally Omitted.

6.1.19 Intentionally Omitted.

6.2    Each Additional Loan.

At the time of making any new Loans or issuing any new Letters of Credit hereunder and after giving effect to the proposed borrowings: the representations and warranties of the Borrowers contained in Article 5 shall be true on and as of the date of such additional Loan or Letter of Credit with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein); no Event of Default or Potential Default shall have occurred and be continuing or shall exist; the making of the Loans or issuance of such Letter of Credit shall not contravene any Law applicable to the Borrowers or any Subsidiary of any Borrower or any of the Banks; and TGI, on behalf of the Borrowers, shall have delivered to the Issuing Bank a duly executed and completed Loan Request or application for a Letter of Credit, as the case may be.

7.    COVENANTS

7.1    Affirmative Covenants.

Each Borrower covenants and agrees that until payment in full of the Loans and interest thereon, expiration or termination of all Letters of Credit, satisfaction of all of the Borrowers' other Obligations under the Loan Documents and termination of the Revolving Credit Commitments, the Borrowers shall comply at all times with the following affirmative covenants:

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7.1.1 Preservation of Existence, Etc.

Each Borrower shall, and shall cause each of its Subsidiaries to, maintain its corporate existence (except that with 30 calendar days prior written notice to the Administrative Agent and taking all steps requested by the Administrative Agent to continue the Prior Security Interest in the Collateral, a Borrower or its Subsidiaries may change its form of organization as provided in Section 7.2.14) and its license or qualification and good standing in each jurisdiction in which its ownership or lease of property or the nature of its business makes such license or qualification necessary except (a) as expressly permitted by Section 7.2.6 and (b) for exceptions (other than exceptions with respect to corporate existence) which are not materially adverse to the business of the Loan Parties and their Subsidiaries in the aggregate.

7.1.2 Payment of Liabilities, Including Taxes, Etc.

Each Borrower shall, and shall cause each of its Subsidiaries to, duly pay and discharge all liabilities to which it is subject or which are asserted against it, promptly as and when the same shall become due and payable, including all taxes (subject to the timely filing of an extension therefor),assessments and governmental charges upon it or any of its properties, assets, income or profits, prior to the date on which penalties attach thereto, except to the extent that such liabilities, including taxes, assessments or charges, are being contested in good-faith and by appropriate and lawful proceedings diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made. TGI and its Subsidiaries will pay all such liabilities forthwith upon the commencement of proceedings to foreclose any Lien which may have attached as security therefor, except to the extent that TGI or its relevant Subsidiary is contesting such liabilities in good faith and has posted an appropriate bond therefor or taken such other actions as are necessary to suspend such foreclosure proceedings.

7.1.3 Maintenance of Insurance.

Each Loan Party shall, and shall cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, workers' compensation, public liability and business interruption insurance) and against other risks in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary, all as reasonably determined by the Administrative Agent. TGI shall deliver (x) on the Closing Date and annually thereafter original certificates of insurance describing and certifying as to the existence of the insurance required to be maintained by this Agreement and the other Loan Documents, together with a copy of the endorsement described in the next sentence attached to such certificate and (y) at the request of the Administrative Agent, from time to time a summary schedule indicating all insurance then in force with respect to TGI and its Subsidiaries. From and after the Closing Date, such policies of insurance shall contain special endorsements, in form and substance acceptable to the Administrative Agent, which shall (i) specify the Administrative Agent as an additional insured, mortgagee and lender loss payee as its interests may appear, with the understanding that any obligation imposed upon the insured (including the liability to pay premiums) shall be the sole

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obligation of TGI or relevant Subsidiary and not that of the Administrative Agent, (ii) include effective waivers by the insurer of all claims for insurance premiums against the Administrative Agent, (iii) provide that no cancellation of such policies for any reason (including non-payment of premium) shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation (except that the prior notice period to the Administrative Agent may be ten (10) days prior to cancellation resulting from non-payment of premium), (iv) be primary without right of contribution of any other insurance carried by or on behalf of any additional insureds, and (v) provide that inasmuch as the policy covers more than one insured, all terms, conditions, insuring agreements and endorsements (except limits of liability) shall operate as if there were a separate policy covering each insured, (vi) provide that the interest of the Banks shall be insured regardless of any breach or violation by the applicable Loan Parties of any warranties, declarations or conditions contained in such policies or any action or inaction of the applicable Loan parties or others insured under such policies and (vii) provide a waiver of any right to set off or counterclaim or any other deduction and provide that any rights of subrogation which the insurers may have or acquire shall be adjusted in accordance with the "mortgagee" and "lender loss payee" clauses of each such policy, which in each case shall be reasonably satisfactory to the Administrative Agent. TGI shall notify the Administrative Agent promptly of any occurrence causing a material loss or decline in value of insured assets and the estimated (or actual, if available) amount of such loss or decline.

If any Real Property Collateral is at any time from and after the Closing Date located in an area identified by the Federal Emergency Management Agency (or any successor agency as a "Special Flood Hazard Area" with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), the Borrowers shall, or shall cause the applicable Loan party to (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent.

7.1.4 Maintenance of Properties and Leases.

Each Borrower shall, and shall cause each other Loan Party and their Subsidiaries to, maintain in good repair, working order and condition (ordinary wear and tear excepted) in accordance with the general practice of other businesses of similar character and size, all of those properties useful or necessary to its business, and from time to time, the Borrowers will make or cause to be made all appropriate repairs, renewals or replacements thereof except, in each case, where the failure to do so, individually or in the aggregate, would not constitute a Material Adverse Change.

7.1.5 Maintenance of Patents, Trademarks, Etc.

Each Borrower shall, and shall cause each of its Subsidiaries to, maintain in full force and effect all patents, trademarks, trade names, copyrights, licenses, franchises, permits, intellectual property and other authorizations necessary for the ownership and operation

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of its properties and business if the failure so to maintain the same would constitute a Material Adverse Change.

7.1.6 Visitation Rights.

Each Borrower shall, and shall cause each of its Subsidiaries to, permit any of the officers or authorized employees or representatives of the Administrative Agent or any of the Banks to visit and inspect any of its properties and to examine and make excerpts from its books and records and discuss its business affairs, finances, properties, operations and accounts with its officers, all in such detail and at such times during normal business hours and as often as any of the Banks may reasonably request, provided that, except during the existence of an Event of Default, each Bank shall provide TGI, as agent for the Borrowers, and the Administrative Agent with reasonable notice prior to any visit or inspection and such visitation and inspection shall not unreasonably interfere with the conduct of the business of any Borrower or such Subsidiary. In the event any Bank desires to conduct an audit of any Borrower, such Bank shall make a reasonable effort to conduct such audit contemporaneously with any audit to be performed by the Administrative Agent. The Borrowers shall not be obligated to reimburse the Administrative Agent and the Banks for more than one audit per year in the absence of a continuing Event of Default.

7.1.7 Keeping of Records and Books of Account.

Each Borrower shall, and shall cause each of its Subsidiaries to, maintain and keep proper books of record and account which enable such Borrower and its Subsidiaries to issue financial statements in accordance with GAAP and as otherwise required by applicable Laws of any Official Body having jurisdiction over any Borrower or any Subsidiary of any Borrower, and in which full, true and correct entries shall be made in all material respects of all its dealings and business and financial affairs.

7.1.8 Plans and Benefit Arrangements.

Each Borrower shall, and shall cause each member of its ERISA Group to, comply with the provisions of ERISA and the Internal Revenue Code applicable to each Plan and Benefit Arrangement except where such failure, alone or in conjunction with any other failure, would not result in a Material Adverse Change.

7.1.9 Compliance with Laws.

Each Borrower shall, and shall cause each of its Subsidiaries to, comply with (i) its organizational documents (including certificates of incorporation, bylaws and comparable documents) and (ii) all applicable Laws, including all Environmental Laws, in all respects, provided that it shall not be deemed to be a violation of this Section 7.1.9 if any failure to comply with any Law would not result in fines, penalties, remediation costs, other similar liabilities or injunctive relief which in the aggregate would constitute a Material Adverse Change.

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7.1.10 Use of Proceeds.

The Borrowers will use the proceeds of the Loans only for lawful purposes in accordance with Section 2.7 as applicable and such uses shall not contravene any applicable Law or any other provision hereof.

7.1.11 Subsidiary Dividends.

To the extent permitted by applicable Law, the Borrowers shall cause one or more of their Subsidiaries to pay cash dividends to the Borrowers (directly or through one or more Subsidiaries) from time to time, in aggregate amounts as necessary to permit the Borrowers to pay and satisfy the Obligations when due and payable (by acceleration or otherwise).

7.1.12 Subordination of Intercompany Loans.

From and after the Closing Date, each Borrower and each Guarantor shall cause any inter-company Indebtedness, loans or advances owed by any of them to one another or to any other of their Subsidiaries to be subordinated pursuant to the terms of the Intercompany Subordination Agreement.

7.1.13 Anti-Terrorism Laws.

The Loan Parties and their respective Affiliates and agents shall not (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including the making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224; or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executive Order No. 13224, the USA Patriot Act or any other Anti-Terrorism Law. The Borrowers shall deliver to Banks any certification or other evidence requested from time to time by any Bank in its sole discretion, confirming the Borrowers' compliance with this Section 7.1.13.

7.1.14 Further Assurances.

Each Loan Party shall, from time to time, at its expense, faithfully preserve and protect the Administrative Agent's Lien on and Prior Security Interest in the Collateral as a continuing Lien and Prior Security Interest, and shall do such other acts and things as the Administrative Agent in its reasonable discretion may deem necessary or advisable from time to time in order to preserve, perfect and protect the Liens granted under the Loan Documents and to exercise and enforce its rights and remedies thereunder with respect to the Collateral.

7.1.15Title Insurance and Opinions. Within sixty (60) days after the Closing Date the Loan Parties agree that:

(a)They will execute and deliver to the Administrative Agent each

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Mortgage Modification, and with respect to each Mortgage Modification, the Administrative Agent shall have received a fully paid endorsement to each mortgagee title insurance policy (each a "Mortgage Policy") delivered with respect to each Mortgage delivered in connection with the Original Credit Agreement in standard ALTA form, issued by the title insurance company which issued the Mortgage Policy, insuring such Mortgage, as modified by the Mortgage Modification, to create a valid lien on such Real Property, with no exceptions other than Permitted Liens of the type described in clause (v) of the definition thereof and such exceptions as the Administrative Agent shall have approved in writing in its reasonable discretion;

(b)To the extent reasonably requested by the Administrative Agent and required by the respective title company to remove all standard exceptions from the respective Mortgage Policy relating to a particular Real Property Collateral and issue any such endorsements to such Mortgage Policy, the Administrative Agent shall have received any existing survey of such Real Property Collateral (and all improvements thereon);

(c)The Administrative Agent shall have received a completed "Life-of Loan" Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each parcel of Real Property Collateral (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto);

(d)The Administrative Agent shall have received opinions of legal counsel satisfactory to the Administrative Agent as to such matters relating to the Mortgage Modifications as the Administrative Agent may reasonably require.

(e)The Administrative Agent shall have received copies of mortgage modification agreements in form and substance satisfactory to the Administrative Agent amending the IDB Mortgages (as that term is defined in the Collateral Agency Agreement), properly recorded in the appropriate real estate records in the counties where the real estate encumbered by the IDB Mortgages is located.

7.1.16 Collateral and Additional Collateral; Execution and Delivery of Additional Security Documents.

In the case of each of clauses (a), (b), (c) and (d) below, each Borrower shall, and shall cause each of its Subsidiaries, to:

(a) With respect to any property intended to be Collateral acquired after the Closing Date by any Loan Party (other than any property described in paragraph (b), (c) or (d) below ), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Banks, a security interest in such property intended to be Collateral and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Banks, a Prior Security Interest in such property intended to be Collateral, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.

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(b) With respect to any fee interest in any Real Property having a value (together with improvements thereof) of at least $10,000,000 acquired after the Closing Date by any Loan Party, promptly (i) execute and deliver a Mortgage constituting a Prior Security Interest, in favor of the Administrative Agent, for the benefit of the Banks, covering such Real Property, (ii) if requested by the Administrative Agent, provide the Banks with all Ancillary Security Documents as the Administrative Agent shall request (provided that the Administrative Agent in its sole discretion may agree in writing not to take or to defer taking of a Mortgage with respect to any Real Property otherwise required to be subject to a Mortgage hereunder).

(c) With respect to any new Subsidiary that is a Domestic Subsidiary created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be a Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Banks, a Prior Security Interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) to the extent required by Section 10.20 [Joinder of Borrowers and Guarantors] cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Banks a Prior Security Interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in a form reasonably acceptable to the Administrative Agent, certifying as to organizational documents and resolutions of such Loan Party and containing an incumbency certificate of such Loan Party, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

(d) With respect to any new Foreign Subsidiary created or acquired after the Closing Date and owned directly by any Domestic Loan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Banks, a Prior Security Interest in the Capital Stock of such new Subsidiary that is directly owned by any such Domestic Loan Party (provided that any pledge of stock or other equity interest in a Foreign Subsidiary shall be limited to 65% of the voting stock or equity interest in such Foreign Subsidiary and that any pledge of more than 65% of the equity interest in any U.S.-Owned DRE shall be treated for this purpose as a pledge of such U.S.-Owned DRE's voting stock or equity interest in each Foreign Subsidiary in which it has an ownership interest), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Domestic Loan Party, and take such other action as may be necessary or, in the

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reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent's security interest therein, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

7.1.17 Intentionally Omitted.

7.1.18 Intercreditor Issues.

In the event of a breach or default (i) under the Collateral Agency Agreement by any party thereto (other than the Administrative Agent), or (ii) by any holder of any Indebtedness which is subordinated to the Obligations, of such subordination provisions, in each case, which circumstance is capable of being cured or mitigated by action or inaction by any of the Loan Parties, the Loan Parties shall take any practicable action or refrain from taking action available to it to cure or mitigate such breach or default.

7.2    Negative Covenants.

The Borrowers covenant and agree that until payment in full of the Loans and interest thereon, expiration or termination of all Letters of Credit, satisfaction of all of the Borrowers' other Obligations hereunder and termination of the Revolving Credit Commitments, the Borrowers shall comply, and shall cause each of their Subsidiaries to comply, with the following negative covenants:

7.2.1 Indebtedness.

Other than (a) the Indebtedness under the Loan Documents and (b) Indebtedness of the SP Sub (but only the SP Sub) incurred in connection with the Receivables Facility up to a maximum principal amount of $175,000,000.00 (or such greater amount that may be approved in writing by the Required Banks), TGI shall not, and shall not permit any of its Subsidiaries to, at any time create, incur, assume or suffer to exist

(i) any secured Indebtedness, except:

(a) intentionally omitted;

(b) intentionally omitted;

(c) intentionally omitted;

(d) intentionally omitted;

(e) the IDBs existing on the date hereof so long as the principal amount thereof is not hereafter increased and no additional assets (other than as provided in the Collateral Documents) become subject to Liens associated therewith;

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(f) Capital Lease Obligations and other Indebtedness set forth on Schedule 7.2.1 as of the date hereof; provided that the amount thereof is not hereafter increased and no additional assets become subject to any Liens thereon;

(g) Indebtedness secured by Purchase Money Security Interests and Capital Lease Obligations incurred after the date hereof in an aggregate amount outstanding at any time (including additional IDBs) not to exceed $150,000,000;

(h) any Bank-Provided Hedge;

(i) Indebtedness under any Other Bank Provided Financial Services Product;

(j) Permitted Refinancing Debt refinancing any Refinanced Debt (and any Guaranties thereof by Persons who were guarantors of the Refinanced Debt related thereto) permitted pursuant to this Section 7.2.1(i) to the extent secured only by Permitted Refinancing Liens;

(k) Indebtedness in an aggregate principal amount outstanding at any time, when combined with the Indebtedness outstanding under clause (ii) (e) below, not exceeding $25,000,000; provided that such Indebtedness is secured solely by Liens permitted pursuant to clause (xvii) of the definition of Permitted Liens;

(l)Guaranties by any Loan Party of secured Indebtedness of any other Loan Party otherwise permitted to be incurred under this Section 7.2.1(i) other than Sections (e) (except for pursuant to the IDB Guaranty and the Collateral Documents), (f), (j) and (m) of this Section 7.2.1(i);

(m)any Indebtedness of a non-Loan Party (and any Guarantee by a non-Loan Party of such Indebtedness) that, together with amounts incurred by non-Loan Parties pursuant to Section 7.2.1(ii)(c) below, does not exceed $50,000,000; provided, that such Indebtedness, if not secured, could have been incurred pursuant to Section 7.2.1(ii)(c) below at the time it is incurred; or

(ii) any unsecured Indebtedness, except for:

(a) Indebtedness of TGI in respect of (x) the 2009 Bonds in an aggregate principal amount not to exceed $175,000,000, (y) the Convertible Notes and (z) the Vought Acquisition Debt, provided, that such Vought Acquisition Debt meets the Vought Financing Parameters,

(b) notes issued in favor of the seller as consideration for an acquisition permitted under Section 7.2.6(ii) hereof; provided that: (A) the Indebtedness evidenced by such notes is included in the consideration for such acquisition and (B) such notes are subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent; provided, further, that such notes may be repaid in accordance with their terms at or before the Expiration Date so long as no Event of Default or Potential Default then exists or will

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result from such payment, and

(c) other unsecured Indebtedness; provided that (A) the Obligations under this Agreement, the Notes and each of the other Loan Documents rank at least paripassu in priority of payment with such unsecured Indebtedness, (B) no Event of Default or Potential Default then exists nor will result from incurring such unsecured Indebtedness, (C) such Indebtedness shall mature no earlier than ninety (90) days after the Expiration Date to the extent such Indebtedness is incurred by a Loan Party and (D) not more than $50,000,000 principal amount of Indebtedness may be incurred pursuant to this clause and clause 7.2.1(i)(m), in the aggregate, by Subsidiaries that are not Loan Parties, and (E) after giving effect thereto, the Loan Parties shall be in compliance with the Total Leverage Ratio and the Senior Leverage Ratio, assuming that the maximum permitted Total Leverage Ratio is 0.50 to 1.00 less than the maximum permitted ratio set forth in Section 7.2.16 and the maximum permitted Senior Leverage Ratio is 0.25 to 1.00 less than the maximum permitted ratio set forth in Section 7.2.17;

(d) Indebtedness of a Loan Party to another Loan Party which is subordinated pursuant to the Intercompany Subordination Agreement;

(e) Indebtedness in an aggregate principal amount outstanding at any time, when combined with Indebtedness outstanding under clause (i) (k) above, does not exceed $25,000,000;

(f) Guaranties by any Loan Party of unsecured Indebtedness of any other Loan Party otherwise permitted to be incurred pursuant to this Section 7.2.1(ii), and Guaranties of any Subsidiary of TGI that is not a Loan Party of Indebtedness of any other Subsidiary that is not a Loan Party otherwise permitted to be incurred pursuant to this Section 7.2.1; provided that, in each case, such Guaranties must meet all restrictions to which the Indebtedness that is being Guarantied is subject, including, without limitation, with respect to whom the obligors are on such Indebtedness or on any applicable subordination provisions or conditions to incurrence;

(g) Permitted Refinancing Debt;

(h) Indebtedness of a non-Loan Party Subsidiary to TGI or any Subsidiary of TGI to the extent permitted pursuant to Sections 7.2.4(v), (viii), (x) and (xii); and

(i) Indebtedness set forth on Schedule 7.2.1.

7.2.2 Liens.

The Borrowers shall not, and shall not permit any of their Subsidiaries to, at any time create, incur, assume or suffer to exist any Lien on any of its property or assets, tangible or intangible, now owned or hereafter acquired, or agree or become liable to do so,except Permitted Liens.

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7.2.3 Guaranties.

The Borrowers shall not, and shall not permit any of their Subsidiaries to, at any time, directly or indirectly, become or be liable in respect of any Guaranty, except:

(i)Guaranties expressly permitted under Section 7.2.1 [Indebtedness];

(ii)endorsements of negotiable or other instruments for deposit or collection in the ordinary course of business;

(iii)any Guaranty of an obligation of any Borrower or any of their Subsidiaries to indemnify or hold harmless any seller or buyer, as applicable, incurred in connection with an acquisition or divestiture of Capital Stock or assets permitted under this Agreement; and

(iv)any Guaranty by a Loan Party or its Subsidiaries (including through the issuance of a Letter of Credit on behalf of such Person) of the obligations of any of TGI or its direct or indirect Subsidiaries not constituting Indebtedness and which is incurred in the ordinary course of business such as trade credit and obligations under real estate leases (it being understood that any such Guaranty by a Loan Party of obligations of a non-Loan Party shall not be subject to the limitations in Section 7.2.4 unless and until payments are made under any such Guaranty); and

(v)intentionally omitted;

(vi)the Receivables Performance Guaranty and other Standard Securitization Undertakings in connection with the Receivables Facility; and

(vii)Guaranties permitted under Section 7.2.4 (other than Section 7.2.4(xi));

provided, with respect to each of clauses (i) through (vii) above, no Guaranties will be made for the benefit of any Loan Party or Subsidiary thereof which is intended to be dissolved, liquidated or wound up.

7.2.4 Loans and Investments.

The Borrowers shall not, and shall not permit any of their Subsidiaries to, at any time make or suffer to remain outstanding any loan or advance to, or purchase, acquire or own any stock, bonds, notes or securities of, or any partnership interest (whether general or limited) in, or any other investment or interest in,or make any capital contribution to, any other Person, or agree, become or remain liable to do any of the foregoing, except:

(i)(a) trade credit extended on usual and customary terms in the ordinary course of business and (b) extensions of credit extended beyond usual and customary terms and investments received in satisfaction or partial satisfaction of accounts receivable owing by financially troubled account debtors to the extent reasonably necessary in order to

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prevent or limit a loss; provided that the aggregate amount thereof outstanding under this clause (b) at any time does not exceed $10,000,000;

(ii)advances to employees to meet expenses incurred by such employees in the ordinary course of business;

(iii)Permitted Investments;

(iv)subject to Section 7.2.1, loans, advances, investments and capital contributions in and to other Loan Parties (except for Loan Parties that are intended to be dissolved, liquidated or wound up);

(v)Investments in (a) the SP Sub, (b) Joint Ventures and Subsidiaries which are not Loan Parties, (other than SP Sub), (c) investments in Triumph Group Charitable Foundation and (d) other investments not identified above, provided that the aggregate amount of Investments made after the date hereof pursuant to clauses (b), (c) and (d) shall not exceed $100,000,000.00; except additional Investments that would make the aggregate amount of all such Investments exceed $100,000,000 may be made if the Borrowers demonstrate that after giving effect to such Investments, the Senior Secured First Lien Leverage Ratio would not exceed 1.50 to 1.0, providedfurtherthat such Investments are calculated without duplication and are determined net of cash payments of principal, dividends or redemptions to the extent such cash is received by a Loan Party (but without netting out any write-downs or write-offs); and

(vi)the consideration paid in connection with acquisitions permitted under Section 7.2.6(ii);

(vii)investments existing on the date hereof and set forth on Schedule 7.2.4;

(viii)intentionally omitted;

(ix)intentionally omitted;

(x)any other investment to the extent that the aggregate amount of such investment would not exceed the then available Cumulative Credit at the time such investment is made; and

(xi)investments constituting Guaranties permitted under Section 7.2.3 (other than Section 7.2.3(vii)); and

(xii)investments of non-Loan Party Subsidiaries in other non-Loan Party Subsidiaries.

7.2.5 Dividends and Related Distributions.

The Borrowers shall not, and shall not permit any of their Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in

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respect of its shares of capital stock or partnership or limited liability company interest or on account of the purchase, redemption, retirement or acquisition of its shares of capital stock (or warrants, options or rights therefor) or partnership or limited liability company interests, except

(i) dividends or other distributions payable (a) to the Borrowers or any other Loan Party by its Subsidiaries, or (b) to a non-Loan Party Subsidiary by another non-Loan Party Subsidiary;

(ii) repurchases by TGI of its common stock and dividends payable by TGI to the holders of its common stock, providedthat the amount of any such repurchase made or dividends paid does not exceed the then available Cumulative Credit and providedfurther that no Event of Default or Potential Default exists at the time of any such payment or will result from such payment.

(iii)regularly scheduled quarterly dividends on the common stock of TGI, consistent with past practice, not to exceed $0.04 per share per quarter, subject to adjustments for stock splits, reverse stock splits, stock dividends and similar transactions;

(iv)redemptions of any employee's Capital Stock in TGI upon termination of employment provided that no Event of Default then exists or will result from such redemption;

(v)repurchases or redemptions of Capital Stock deemed to occur upon the cashless exercise of stock options or warrants or upon the vesting of restricted stock units if such Capital Stock represents the exercise price of such options or warrants or represents withholding taxes due upon such exercise or vesting; and

(vi)dividends or other distributions payable in stock, including stock splits; and

(vii)distributions from, or payments by, a Subsidiary to the extent necessary to pay any liability for taxes imposed on any shareholder or equity holder of such Subsidiary or any consolidated, combined, or similar group of which such Subsidiary is a member as a result of income earned by such Subsidiary being taxable to such shareholder or equity holder or such group notwithstanding the absence of any distribution or payment by the Subsidiary.

7.2.6 Liquidations, Mergers, Consolidations, Acquisitions.

The Borrowers shall not, and shall not permit any of their Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, except that

(i)any Subsidiary may consolidate or merge or liquidate into TGI or another Subsidiary, providedthat no Domestic Subsidiary shall merge, consolidate or liquidate into a Foreign Subsidiary unless the surviving entity is the Domestic Subsidiary and no

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Subsidiary that is a Loan Party shall merge, consolidate or liquidate into any Subsidiary that is not a Loan Party unless the Loan Party is the surviving entity;

(ii)TGI or any of its Subsidiaries may acquire assets or Capital Stock of other Persons engaged in the business permitted under Section 7.2.10 or may merge with or into any such Person in connection with an acquisition thereof (each such transaction, a "Permitted Acquisition"), provided that:

(a)no Event of Default exists or will result from such acquisition;

(b)with respect to any Permitted Acquisition for which the aggregate Consideration to be paid therefor equals or exceeds $30,000,000, TGI notifies the Administrative Agent in writing of the acquisition at least 15 days before it is scheduled to close, and includes with such notice, to the satisfaction of the Administrative Agent, the following:

(1)a certification by the Chief Executive Officer, President or Chief Financial Officer of TGI confirming the matters addressed in clauses (a) and (b) of this Section 7.2.6(ii) and including a pro forma computation of clauses (c) and (d) below, and

(2) if the Borrowers wish to include any of the pre-acquisition EBITDA of the acquired business in the Borrowers' Consolidated Adjusted EBITDA, copies of the financial statements, due diligence reports, and computations described in, and to the extent required under, clause (1) of the definition of Consolidated Adjusted EBITDA.

(c) on a pro forma basis using historical Consolidated EBITDA of the assets and business being acquired in such acquisition, the Borrowers are in compliance with all financial covenants set forth in Sections 7.2.15, 7.2.16, and 7.2.17 for the immediately preceding fiscal quarter for the twelve months then ended and the full immediately preceding fiscal year, as though such acquisition had occurred on the first day of each of such respective periods, and

(d)on a pro forma basis after giving effect to such acquisition, the Loan Parties shall be in compliance with the Total Leverage Ratio and the Senior Leverage Ratio assuming that the maximum permitted ratios in each case shall be 0.25 to 1.00 below the otherwise applicable ratio under Sections 7.2.16 and 7.2.17, respectively, and

(e)if any merger is effected in connection with any such acquisition and any Loan Party is a party to such merger, then the surviving entity of such merger will be a Loan Party, and

(iii)the Borrowers shall be permitted to dissolve, liquidate or wind up any non-Loan Party Subsidiary to the extent not a Material Subsidiary.

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7.2.7 Dispositions of Assets or Subsidiaries.

The Borrowers shall not, and shall not permit any of their Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest or partnership interests of a Subsidiary of any Borrower), except:

(i)transactions involving the sale of inventory in the ordinary course of business;

(ii)any sale, transfer or lease of assets in the ordinary course of business which are no longer necessary or required in the conduct of any Borrower's or such Subsidiary's business;

(iii)any sale, transfer or lease of assets by (a) any Subsidiary of a Borrower to such Borrower or another Loan Party or (b) any non-Loan Party Subsidiary to another non-Loan Party Subsidiary;

(iv)any sale, transfer or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased; provided such substitute assets are subject to the Banks' Prior Security Interest to the extent such substitute assets are required to become Collateral hereunder or under any of the Loan Documents;

(v)any sale, transfer, or lease of assets the after-tax proceeds of which, when added to the after-tax proceeds of other sales, transfers and leases of assets in the same fiscal year, do not exceed, in the aggregate for TGI and its Subsidiaries, 5% of TGI's consolidated total assets at the start of such fiscal year;

(vi)the Payment Discount Arrangements;

(vii)any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (vi) above, which is approved by the Required Banks;

(viii)to the extent done as part of the Receivables Facility, the sale, contribution, transfer, conveyance or assignment of Receivables and Related Rights by TGI and its Subsidiaries to the SP Sub and the sale by the SP Sub of individual variable percentage interests in the Purchased Interests to the Purchaser; and

(ix)the sale or transfer of equipment in connection with a sale - leaseback transaction in which a Loan Party incurs Capital Lease Obligations provided the Loan Parties remain in compliance with Section 7.2.1(i)(g); and

(x)to the extent pursuant to a dissolution, liquidation or winding-up permitted by 7.2.6(iii) above.

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7.2.8 Affiliate Transactions.

Except for TGI and its Subsidiaries entering into, and performing their obligations under, the Receivables Purchase Agreement and the other Transaction Documents, the Borrowers shall not, and shall not permit any of their Subsidiaries to, enter into or carry out any transaction with any Affiliate (including purchasing property or services from or selling property or services to any Affiliate of TGI or other Person, but excluding transactions exclusively among Loan Parties) unless such transaction is not otherwise prohibited by the Agreement, is upon fair and reasonable arm's-length terms and conditions and is in accordance with all applicable Law; provided, neither (a) the payment of customary directors' fees, nor (b) ordinary course transactions with non-Loan Party Subsidiaries, including the provision of cash management and other general and administrative services, shall be considered a prohibited Affiliate transaction.

7.2.9 Subsidiaries, Partnerships and Joint Ventures.

Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, own or create directly or indirectly any Subsidiaries unless it shall comply with the requirements of Section 10.20 [Joinder of Borrowers or Guarantors], to the extent applicable.

7.2.10 Continuation of Present Business.

The Borrowers shall not, and shall not permit any of their Subsidiaries to, engage in any business other than those businesses engaged in as of the Closing Date by a Loan Party or a Subsidiary of a Loan Party (providedthat only the SP Sub shall be permitted to engage in the business in which the SP Sub is engaged in as of the Closing Date), and any business reasonably related, ancillary or complementary thereto and any reasonable extension thereof.

7.2.11 Plans and Benefit Arrangements.

Except as would not result in a Material Adverse Change, the Borrowers shall not, and shall not permit any of their Subsidiaries to:

(i)fail to satisfy the minimum funding requirements of ERISA and the Internal Revenue Code with respect to any Plan;

(ii)request a minimum funding waiver from the Internal Revenue Service with respect to any Plan;

(iii)engage in a Prohibited Transaction with any Plan, Benefit Arrangement or Multiemployer Plan which, alone or in conjunction with any other circumstances or set of circumstances resulting in liability under ERISA;

(iv)permit the Adjusted Funding Target Attainment Percentage of any Plan to be less than sixty percent (60%), unless the Adjusted Funding Target Attainment Percentage is deemed to be less than sixty percent (60%) under Section 436(h)(2) of the Internal

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Revenue Code at no fault of any Borrower, Subsidiary or any other member of one of their ERISA Groups;

(v)fail to make when due any contribution to any Multiemployer Plan that any Borrower or any member of its ERISA Group may be required to make under any agreement relating to such Multiemployer Plan, or any Law pertaining thereto where such failure is likely to result in a liability of any Borrower or any member of the ERISA Group;

(vi)withdraw (completely or partially) from any Multiemployer Plan or withdraw (or be deemed under Section 4062(e) of ERISA to withdraw) from any Multiple Employer Plan, where any such withdrawal is likely to result in a Withdrawal Liability or other liability of the Borrowers or any member of the ERISA Group;

(vii)terminate, or institute proceedings to terminate, any Plan, where such termination is likely to result in a liability to the Borrowers or any member of the ERISA Group; or

(viii)fail to give any and all notices and make all disclosures and governmental filings required under ERISA or the Internal Revenue Code.

7.2.12 Fiscal Year.

TGI shall not, and shall not permit any Subsidiary of TGI to, change its fiscal year from the twelve-month period beginning April 1 and ending March 31, other than upon thirty (30) days' prior written notice to the Administrative Agent and provided that such new fiscal year shall end on a the last day of a calendar quarter.

7.2.13 Issuance of Stock.

No Loan Party, other than TGI, shall, and no Loan Party (including TGI) shall permit any of its Subsidiaries to, issue any additional shares of its Capital Stock or any options, warrants or other rights in respect thereof, other than the issuance of Capital Stock by (i) any Loan Party or other Subsidiary to a Loan Party; provided the same is subject to the Administrative Agent's Prior Security Interest and the receiving Loan Party takes such actions to perfect the Administrative Agent's Lien thereon as is reasonably satisfactory to the Administrative Agent, all to the extent such Capital Stock is required to be pledged to the Administrative Agent for the benefit of the Bank under the Loan Documents, (ii) any non-Loan Party Subsidiary to another non-Loan Party Subsidiary and (iii) in connection with the formation of Joint Ventures not otherwise prohibited under this Agreement.

7.2.14 Changes in Organizational Documents.

The Borrowers shall not, and shall not permit any Loan Party to, amend any provisions of its certificate of incorporation relating to capital stock, form of organization, jurisdiction of organization or name without, in each case, providing at least ten (10) Business Days' prior written notice to the Administrative Agent and the Banks, taking all steps required by the Administrative Agent to continue its Prior Security Interest in the Collateral and, in the event

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such change would be adverse to the Banks as determined by the Administrative Agent in its reasonable discretion, obtaining the prior written consent of the Required Banks.

7.2.15 Minimum Interest Coverage Ratio.

The Borrowers shall not permit the Interest Coverage Ratio, calculated as of the end of each fiscal quarter for the four fiscal quarters then ended, to be less than 3.50 to 1.00.

7.2.16 Total Leverage Ratio.

The Borrowers shall not at any time permit the Total Leverage Ratio, calculated as of the end of each fiscal quarter, to exceed 4.50 to 1.00.

7.2.17 Senior Leverage Ratio.

The Borrowers shall not at any time permit the Senior Leverage Ratio, calculated as of the end of each fiscal quarter, to exceed 3.00 to 1.00.

7.2.18 Negative Pledges; Restrictions on Dividend Payments.

The Borrowers shall not and shall not permit any of their Subsidiaries to, agree with any Person (i) to limit its ability to provide collateral security to the Banks to secure the Obligations and (ii) to limit the ability of any Borrower's Subsidiaries to pay dividends or make other distributions to such Borrower, except any such limitations set forth in (a) in the case of clause (ii) above, this Agreement, the other Loan Documents and the documents governing the Vought Acquisition Debt, the Convertible Notes, the 2009 Bonds or any Permitted Refinancing Debt in respect of any of the foregoing so long as the limitations in such Permitted Refinancing Debt are no more restrictive than those contained in the applicable Refinanced Debt, (b) in the case of clause (i) above, agreements relating to secured Indebtedness permitted by this Agreement if such prohibition or limitation applies only to the property and assets securing such Indebtedness and such property or assets do not constitute Collateral, (c) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the disposition of assets of such Subsidiary otherwise permitted hereby so long as such restrictions apply only to such assets and do not conflict with any obligation to provide Collateral pursuant to the Loan Documents, or (d) customary restrictions or conditions on any non-Loan Party imposed by any agreement or document governing or evidencing indebtedness of any such non-Loan Party that is otherwise permitted hereunder or (e) customary anti-assignment provisions with respect to contractual obligations, permits or licenses.

7.2.19 Minimum Availability.

The Borrowers shall not permit Availability to be less than $50,000,000 after giving effect to the purchase of the Convertible Notes as of each Repurchase Date (as defined in the Convertible Note Indenture).

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7.2.20 Repayment of Convertible Notes; Repayment of other Subordinated Indebtedness.

Notwithstanding anything to the contrary in the Convertible Debt Documents, but subject to the subordination provisions contained in the Convertible Note Indenture, no Loan Party shall make, or permit any of their Subsidiaries to make, any principal payment of the Convertible Notes prior to October 1, 2011, or, as permitted in the Convertible Note Indenture based on a "fundamental change" of TGI (as such term is defined in the Convertible Note Indenture), without prior written consent of the Required Banks; providedhowever, TGI may, so long as no Event of Default or Potential Default exists immediately prior to or would exist after giving effect to such payment (a) pay the settlement amount with respect to each $1,000 aggregate principal amount of Convertible Notes converted into shares of TGI's common stock (i) in cash, which shall not exceed the lesser of (x) $1,000 and (y) the conversion value of such Convertible Notes pursuant to the terms and conditions of the Convertible Note Indenture and (ii) if the conversion value of such Convertible Notes exceeds $1,000, in the number of shares of TGI's common stock as calculated pursuant to the terms and conditions of the Convertible Note Indenture, and (b) with respect to the conversion of the Convertible Notes into shares of TGI's common stock, TGI may pay the cash value of fractional shares of TGI's common stock pursuant to the terms and conditions of the Convertible Note Indenture and additional amounts to the extent TGI is required to pay such amounts under the Convertible Note Indenture. Subject to the subordination provisions in the Convertible Note Indenture, no Loan Party shall make, or permit any of its Subsidiaries to make, any principal payment or purchases or voluntary repurchases of Convertible Notes by TGI (including by way of a tender offer for all of the outstanding Convertible Notes by TGI), unless (i) no Event of Default or Potential Default shall then exist immediately prior to or would exist after giving effect to such payment and (ii) Availability equals or exceeds $50,000,000 after giving effect to such payment.

No Loan Party shall or shall permit any Subsidiary to repay the 2009 Bonds, the 2010 Bonds (or any Permitted Refinancing Debt with respect to any of the foregoing) or any subordinated indebtedness (other than the Convertible Notes, and in the case of seller subordinated notes permitted by Section 7.2.1(ii)(b), except to the extent permitted by Section 7.2.1(ii)(b)), without the written consent of the Required Banks except, in each case, (w) with Permitted Refinancing Debt thereof, (x) upon scheduled maturity or as otherwise required by the terms thereof, (y) any such payment, if after giving pro forma effect to such payment, the Senior Secured First Lien Leverage Ratio would be no greater than 1.50 to 1.00 or (z) any such payments to the extent that, at the time such payments are made, such payments would not exceed the then available Cumulative Credit provided that no such repayment of subordinated indebtedness may be made if an Event of Default shall have occurred and be continuing or would result from such repayment.

7.2.21 Modification of Other Debt Documents

The Borrowers and the other Loan Parties shall not, without the prior written consent of the Required Banks, agree to, or make, or permit to be made any amendment, modification, or supplement to the Convertible Note Indenture or the other Convertible Debt Documents, the 2009 Bonds, or the 2010 Bonds, as the case may be, each as in effect on the Closing Date, the effect of which is to (i) increase the rate of interest or fees payable in respect of

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the Convertible Notes or 2009 Bonds, as applicable, (ii) require any principal payments of the Convertible Notes or the 2009 Bonds prior to the dates of required principal payments under the Convertible Note Indenture or 2009 Bonds, as applicable or change the definition of "fundamental change" under the Convertible Note Indenture, (iii) shorten the final maturity date of the Convertible Notes, the 2009 Bonds or the documents evidencing the Vought Acquisition Debt or permit the holders of the Convertible Notes, the 2009 Bonds to put such Convertible Notes or 2009 Bonds to any Borrower prior to the times provided therefore under the Convertible Note Indenture or the 2009 Bonds, as applicable, (iv) secure or obtain any agreement to secure the Convertible Notes or the 2009 Bonds with the grant of any security interests, mortgage liens or other collateral assignments on the property of any of the Loan Parties, (v) modify the subordination provisions contained in the Convertible Note Indenture or the 2009 Bonds or, if applicable, the documents evidencing the Vought Acquisition Debt, (vi) make the covenants and events of default contained in the Convertible Note Indenture, the 2009 Bonds or the Documents evidencing the Vought Acquisition Debt more restrictive, (vii) modify or amend the terms under which the Convertible Notes are convertible into shares of TGI's common stock or cash if the effect of such amendment or modification is to make the terms of such conversion less favorable either to the Borrowers or to the Banks than the terms of such conversion as in effect as of the Closing Date or (viii) with respect to the Convertible Debt Documents, the 2009 Bonds, or the 2010 Bonds, materially adversely affect any Borrower's or the Banks' rights and interests.

The Borrowers and the other Loan Parties shall not agree to, or make, or permit to be made any amendment, modification, or supplement to any such documents evidencing the Vought Acquisition Debt, the effect of which results in the Vought Acquisition Debt not being in compliance with the Vought Financing Parameters, including without limitation in each case, such documents shall not be guaranteed by or be in favor a borrower or other obligor thereunder unless such Person is also a Borrower or a Guarantor of the Obligations.

7.3    Reporting Requirements.

The Borrowers covenant and agree that until payment in full of the Loans and interest thereon, expiration or termination of all Letters of Credit, satisfaction of all of the Borrowers' other Obligations hereunder and under the other Loan Documents and termination of the Revolving Credit Commitments, the Borrowers will furnish or cause to be furnished to the Administrative Agent and each of the Banks:

7.3.1 Quarterly Financial Statements.

As soon as available and in any event within forty-five (45) calendar days after the end of each of the first three fiscal quarters in each fiscal year, TGI's financial statements, consisting of consolidated balance sheets as of the end of such fiscal quarter and related consolidated statements of income, stockholders' equity and cash flows for the fiscal quarter then ended and the fiscal year through that date, all in reasonable detail and certified (subject to normal year-end audit adjustments and the absence of footnotes) by the Chief Executive Officer, President or Chief Financial Officer of the Borrowers as having been prepared in accordance with GAAP, consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year.

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The Borrowers will be deemed to have complied with the delivery requirements of this Section 7.3.1 if within forty -five (45) days after the end of its fiscal quarter, TGI delivers to the Administrative Agent and files with the Securities and Exchange Commission a copy of its Form 10-Q as filed with the Securities and Exchange Commission (together with a notice stating that such document is being delivered pursuant to this Section 7.3.1) and the financial statements contained therein meet the requirements of this Section.

7.3.2 Annual Financial Statement.

As soon as available and in any event within ninety (90) days after the end of each fiscal year, consolidated financial statements of TGI and its Subsidiaries consisting of consolidated balance sheets as of the end of such fiscal year, and related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, with the consolidated statements being certified by independent certified public accountants of nationally recognized standing reasonably satisfactory to the Administrative Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of the Borrowers under any of the Loan Documents, together with a letter of such accountants (to the extent allowable under the policies of such accountants) substantially to the effect that, based upon their ordinary and customary examination of the affairs of TGI and its Subsidiaries, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they are not aware of the existence of any condition or event which constitutes an Event of Default or Potential Default or, if they are aware of such condition or event, stating the nature thereof and confirming the Borrowers' calculations with respect to the certificate to be delivered pursuant to Section 7.3.3 with respect to such financial statements. The Borrowers will be deemed to have complied with the delivery requirements of this Section 7.3.2 if within ninety (90) days after the end of its fiscal year, TGI delivers to the Administrative Agent and files with the Securities and Exchange Commission a copy of TGI's annual report and Form 10-K as filed with the Securities and Exchange Commission (together with a notice stating that such document is being delivered pursuant to this Section 7.3.2) and the financial statements and certification of public accountants contained therein meets the requirements described in this Section.

7.3.3 Compliance Certificate.

Concurrently with the financial statements of TGI and its Subsidiaries furnished to the Administrative Agent and to the Banks pursuant to Sections 7.3.1 and 7.3.2, a certificate of the Borrowers signed by the Chief Executive Officer, President or Chief Financial Officer of TGI, as agent for the Borrowers, in the form of Exhibit 7.3.3, to the effect that, except as described pursuant to Section 7.3.4, (i) the representations and warranties of the Borrowers contained in Article 5 are true on and as of the date of such certificate with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time) and the

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Borrowers have performed and complied with all covenants and conditions hereof, (ii) no Event of Default or Potential Default exists and is continuing on the date of such certificate, (iii) containing calculations in sufficient detail to demonstrate compliance as of the date of the financial statements with all financial covenants contained in Section 7.2, and (iv) certifying that (a) the Subsidiaries of TGI then comprising the Loan Parties and being fully liable for the Obligations hereunder, directly contributed in the aggregate not less than eighty (80%) of the Consolidated EBITDA of TGI and its Subsidiaries and (b) the Domestic Subsidiaries then comprising the Loan Parties directly contributed in the aggregate not less than ninety five (95%) of the Consolidated EBITDA of TGI and its Domestic Subsidiaries, in each case, for the last four consecutive fiscal quarters then ended. If an acquisition permitted under Section 7.2.6(ii) occurred during the reporting period covered by the compliance certificate and if the Borrowers have complied with the requirements set forth in the definition of Consolidated Adjusted EBITDA for purpose of making adjustments to Consolidated EBITDA reflecting the historical financial performance of the acquired assets or Person, the Borrowers may also calculate the Section 7.2 financial covenants on a pro forma basis to include the financial performance and condition of the acquired business during the period; and the pro forma calculation of the Total Leverage Ratio may be relied upon as a basis for a change in the pricing level under the Pricing Grid.

7.3.4 Notice of Default.

Promptly after any officer of any Borrower has learned of the occurrence of an Event of Default or Potential Default, a certificate signed by the Chief Executive Officer, President or Chief Financial Officer of such Borrower setting forth the details of such Event of Default or Potential Default and, if applicable, the action which the Borrowers propose to take with respect thereto.

7.3.5 Notice of Litigation.

Promptly after the commencement thereof, notice of all actions, suits, proceedings or investigations before or by any Official Body or any other Person against any Borrower or Subsidiary of any Borrower which relate to the Collateral or in the good faith estimation of counsel for the Borrowers could reasonably be expected to constitute a Material Adverse Change.

7.3.6 Certain Events; Events Under the Convertible Notes or Vought Acquisition Debt.

Written notice together with a detailed description to the Administrative Agent of any of the following events:

(i)Transfer of Assets. At least ten (10) Business Days prior thereto, with respect to any proposed sale or transfer of assets pursuant to Section 7.2.7(v); provided that such notice shall be provided at least fifteen (15) Business Days prior to any individual sale or transfer of assets pursuant to such provision the after-tax proceeds of which exceed 2% of TGI's consolidated total assets at the start of the fiscal year in which such sale or transfer occurs.

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(ii)Charter Amendments. Within the time limits set forth in Section 7.2.14, the amendment to the charter affecting the capital structure of TGI or any of its Subsidiaries;

(iii)Event of Default; Waiver or Amendment. And to each of the Banks (A) promptly after any officer of any Borrower has learned of the occurrence of an event of default under or (B) at least ten (10) Business Days prior to a waiver, amendment or consent under, in each case of clause (A) and (B), the Convertible Debt Documents, the 2009 Bonds, or the 2010 Bonds, or the Acquisition Agreement; together with a copy of such proposed waiver, amendment or consent and a description of such event of default, as the case may be.

(iv)Schedules.Notice ofand a detailed description, promptly after any change or addition to the information contained or required to be contained on Schedules: 1.1(M) [Real Property Collateral], 5.1.2 [Capitalization], 5.1.3 [Subsidiaries], assuming in each case that each such Schedule is being delivered as of the date of notice of such change or addition thereto (rather than as of the Closing Date or prior thereto).

7.3.7 Budgets, Forecasts, Other Reports and Information.

At the request of the Administrative Agent, any of the following items, promptly upon their becoming available to any Borrower:

(i)the annual budget of TGI and its Subsidiaries, to be certified by a responsible officer of such Borrower and supplied at the request of the Administrative Agent prior to commencement of the fiscal year to which any of the foregoing may be applicable,

(ii)any reports including management letters submitted to TGI by independent accountants in connection with any annual, interim or special audit,

(iii)any reports, notices or proxy statements generally distributed by TGI to its stockholders on a date no later than the date supplied to the stockholders,

(iv)regular or periodic reports (other than the Forms 10-K, 10-Q which are addressed in Sections 7.3.1 and 7.3.2 above), including 8-K, registration statements and prospectuses, filed by TGI with the Securities and Exchange Commission within 5 days after such filing,

(v)a copy of any order, issued by any Official Body in any proceeding to which TGI or any of its Subsidiaries is a party, and in which the amount in controversy exceeds $2,500,000 or where injunctive or similar relief is sought,

(vi)such other reports and information as the Banks may from time to time reasonably request. The Borrowers shall also notify the Banks promptly of the enactment or adoption of any Law which may result in a Material Adverse Change, and

(vii)within 60 days of closing on any acquisition permitted under Section 7.2.6 in which the total consideration paid by TGI or its Subsidiary exceeded

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$5,000,000, such financial information as the Administrative Agent may reasonably request concerning the acquisition and its effect on the financial condition and performance of any Loan Party.

7.3.8 Notices Regarding Plans and Benefit Arrangements.

7.3.8.1Certain Events.

Promptly upon becoming aware of the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of:

(i)any Reportable Event with respect to any Borrower or any member of any of its ERISA Group for which reporting to the PBGC has not been waived involving an event which could subject any Borrower or any member of its ERISA Group to any material liability,

(ii)any Prohibited Transaction which could subject any Borrower or any member of any of its ERISA Group to any material tax or liability in connection with any Plan, Benefit Arrangement or any trust created thereunder,

(iii)any assertion of material Withdrawal Liability with respect to any Multiemployer Plan,

(iv)any partial or complete withdrawal from a Multiemployer Plan by any Borrower or any member of any of its ERISA Group, where such withdrawal is likely to result in material Withdrawal Liability,

(v)withdrawal by any Borrower or any member of any of its ERISA Group from a Multiple Employer Plan, which is likely to result in a material liability, or

(vi)any change in the actuarial assumptions or funding methods used for any Plan (other than interest rate changes required by Financial Standards Board Opinion No. 87 or ERISA or the Code), where the effect of such change is to materially increase or materially reduce the unfunded benefit liability or obligation to make periodic contributions to such Plan.

7.3.8.2Notices of Involuntary Termination and Annual Reports.

Promptly after receipt thereof, copies of (a) all notices received by any Borrower or any member of any of its ERISA Group of the PBGC's intent to terminate any Plan administered or maintained by such Borrower or member of its ERISA Group, or to have a trustee appointed to administer any such Plan; and (b) at the request of the Administrative Agent or any Bank each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Plan administered or maintained by any Borrower or any member of any of their ERISA Groups, and schedules showing the amounts contributed to each such Plan by or on behalf of such Borrower or any member of the ERISA Group in which any of their personnel participate or from which such personnel may derive a benefit, and each Schedule SB (Actuarial

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Information) to the annual report filed by any Borrower or any member of any of its ERISA Group with the Internal Revenue Service with respect to each such Plan.

7.3.8.3Notice of Voluntary Termination.

Promptly upon the filing thereof, copies of any Form 5310 or Form 500, or any successor or equivalent form to such forms, filed with the Internal Revenue Service or PBGC in connection with the termination of any Plan which causes any Borrower or any member of its ERISA Group to have a material liability.

8.    DEFAULT

8.1    Events of Default.

An Event of Default shall mean the occurrence or existence of any one or more of the following events or conditions (whatever the reason therefor and whether voluntary, involuntary or effected by operation of Law):

8.1.1 Payments Under Loan Documents.

The Borrowers shall fail to pay when due any principal of any Loan (including scheduled installments, mandatory prepayments or the payment due at maturity) or shall fail to pay, for more than two Business Days after the due date thereof, any interest on any Loan or any fees or any other amount owing hereunder or under the other Loan Documents;

8.1.2 Breach of Warranty.

Any representation or warranty made at any time by any Borrower or any other Loan Party herein or in any other Loan Document, or in any certificate, other instrument or statement furnished pursuant to the provisions hereof or thereof, shall prove to have been false or misleading in any material respect as of the time it was made or furnished;

8.1.3 Refusal to Permit Inspections; Breach of Negative Covenants.

Any Borrower shall default in the observance or performance of any covenant contained in Section 7.1.1 (with respect to any Borrower), Section 7.1.6, Section 7.2 hereof or Sections 5.5 or 5.7(b) of the Guarantee and Collateral Agreement;

8.1.4 Breach of Other Covenants.

Any Borrower or any other Loan Party shall default in the observance or performance of any other covenant, condition or provision hereof or of any other Loan Document and such default shall continue unremedied for a period of ten (10) Business Days after any officer of any Borrower becomes aware of the occurrence thereof;

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8.1.5 Defaults in Other Agreements or Indebtedness.

a) A default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Borrower or Subsidiary of any Borrower may be obligated as a borrower or guarantor in excess of $25,000,000.00 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any Indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any Indebtedness (and such right shall not have been waived) or the termination of any commitment to lend thereunder, or (b) without limiting the foregoing, there occurs and is continuing any event of default giving rise to a right of acceleration or termination under (i) the Convertible Debt Documents (ii) the 2009 Bonds, (iii) the 2010 Bonds, or (iv) the Specified IDB Obligations, or (c) without limiting the foregoing, the Receivables Facility is terminated prior to maturity as a result of a breach, default, event of default, or Termination Event (as defined in the Receivables Purchase Agreement);

8.1.6 Final Judgments or Orders.

Any final judgments or orders for the payment of money in excess of $25,000,000.00 (to the extent not covered by insurance) in the aggregate shall be entered against any Borrower or any Subsidiary of any Borrower by a court having jurisdiction in the premises, which judgment is not discharged, vacated, bonded or stayed pending appeal within a period of forty-five (45) days from the date of entry;

8.1.7 Loan Document Unenforceable.

Any of the Loan Documents shall cease to be legal, valid and binding agreements enforceable against the party executing the same or such party's successors and assigns (as permitted under the Loan Documents) in accordance with the respective terms thereof or shall in any way be terminated (except in accordance with its terms) or become or be declared ineffective or inoperative or shall in any way be challenged or contested by a Loan Party or cease to give or provide the respective Liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby with the priority purported to be created thereby. In addition to and without limiting the generality of the foregoing, (i) any Collateral Document ceases to be valid or effective, other than in accordance with the terms hereof or of such Collateral Document, (ii) any Loan Party asserts that any Collateral Document is not a legal, valid and binding obligation of such Person enforceable in accordance with its terms, (iii) the security interest or Lien purporting to be created by any of the Collateral Documents ceases to be or is asserted by any Loan Party not to be a valid, perfected Lien subject to no Liens (other than Permitted Liens), other than in accordance with the terms hereof or of such Collateral Document, or is declared by a court or other Official Body of competent jurisdiction to be void, voidable or unenforceable against such Person; or (iv) any Collateral Document is amended, subordinated, terminated or discharged, or any Person is released from any of its covenants or obligations except to the extent expressly provided herein or therein;

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8.1.8 Uninsured Losses; Proceedings Against Assets.

(i) There shall occur any material uninsured damage to or loss, theft or destruction of the assets of any Loan Party in excess of $50,000,000.00 in fair market value, and the same is reasonably expected to result in a Material Adverse Change, or (ii) the assets of any Loan Party are attached, seized, levied upon or subjected to a writ or distress warrant and the fair market value of such assets exceeds $50,000,000.00 and the same is not cured within sixty (60) days thereafter; or such assets come within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors and the same is not cured within sixty (60) days thereafter;

8.1.9 Notice of Lien or Assessment.

A notice of Lien or assessment in excess of $25,000,000.00 which is not a Permitted Lien is filed of record with respect to all or any part of the assets of any Borrower or any of their Subsidiaries by the United States, or any department, agency or instrumentality thereof, or by any state, county, municipal or other governmental agency, including the Pension Benefit Guaranty Corporation, or if any taxes or debts owing at any time or times hereafter to any one of these becomes payable and the same is not paid within thirty (30) days after the same becomes payable (unless such Borrower or such Subsidiary is contesting the obligation as provided in Section 7.1.2);

8.1.10 Insolvency.

Any Loan Party or any Material Subsidiary of any Borrower ceases to be solvent or admits in writing its inability to pay its debts as they mature;

8.1.11 Events Relating to Plans and Benefit Arrangements.

Any of the following occurs: (i) any Reportable Event, which the Administrative Agent determines in good-faith constitutes grounds for the termination of any Plan by the PBGC or the appointment of a trustee to administer or liquidate any Plan, shall have occurred and be continuing; (ii) proceedings shall have been instituted or other formal action taken to terminate any Plan, or a termination notice shall have been filed with respect to any Plan; (iii) a trustee shall be appointed to administer or liquidate any Plan; (iv) the PBGC shall give notice of its intent to institute proceedings to terminate any Plan or Plans or to appoint a trustee to administer or liquidate any Plan; (v) any Borrower or any member of the ERISA Group shall withdraw completely or partially from a Multiemployer Plan; (vi) any Borrower or any member of its ERISA Group shall withdraw (or shall be deemed under Section 4062(e) of ERISA to withdraw) from a Multiple Employer Plan; and, with respect to any of the events specified in (i) through (vi) above, such occurrence is reasonably likely to result in a Material Adverse Change;

8.1.12 Cessation of Business.

Except as otherwise permitted herein, any Borrower or any Subsidiary of any Borrower ceases to conduct its business as contemplated or any Borrower is enjoined, restrained or in any way prevented by court order from conducting all or any material part of its

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business and such injunction, restraint or other preventive order is not dismissed within thirty (30) days after the entry thereof;

8.1.13 Change of Control.

There occurs an event or series of events by which (i) any "person" or "group" (as such terms are defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder), is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under such Exchange Act, except that a Person shall be deemed to have "beneficial ownership" of all shares that any such Person has the right to acquire without condition, other than passage of time, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total voting power of the then outstanding voting stock of TGI, or (ii) (A) TGI consolidates with or merges into another corporation or conveys, transfers or leases all or substantially all of its properties and assets (determined on a consolidated basis for TGI and its Subsidiaries taken as a whole) to any Person, or (B) any corporation consolidates with or merges into any Borrower or a Subsidiary of any Borrower in a transaction in which the outstanding voting stock of TGI is changed into or exchanged for cash, securities or other property, other than a transaction solely between TGI and a Subsidiary of TGI;

8.1.14 Involuntary Proceedings.

A proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of any Loan Party or any Material Subsidiary of any Loan Party in an involuntary case under any applicable bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect, or for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Borrower or any of its Subsidiaries for any substantial part of its property, or for the winding-up or liquidation of its affairs, and such proceeding shall remain undismissed or unstayed and in effect for a period of sixty (60) consecutive days or such court shall enter a decree or order granting any of the relief sought in such proceeding; or

8.1.15 Voluntary Proceedings.

Any Loan Party or any Material Subsidiary of any Loan Party shall commence a voluntary case under any applicable bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or other similar official) of itself or for any substantial part of its property or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any action in furtherance of any of the foregoing.

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8.2    Consequences of Event of Default.

8.2.1 Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings.

If an Event of Default specified under subsections 8.1.1 through 8.1.13 of Section 8.1 shall occur and be continuing, the Banks and the Issuing Bank shall be under no further obligation to make Loans or issue Letters of Credit, as the case may be, and the Administrative Agent may, and upon the request of the Required Banks, shall (i) by written notice to TGI, as agent for the Borrowers, declare the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrowers to the Banks hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and be immediately due and payable to the Administrative Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (ii) require the Borrowers to, and the Borrowers shall thereupon, deposit in a non-interest bearing account with the Administrative Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrowers, individually and collectively, hereby pledge to the Administrative Agent and the Banks, and grant to the Administrative Agent and the Banks a security interest in, all such cash as security for such Obligations. Upon the curing of all existing Events of Default to the satisfaction of the Required Banks, the Administrative Agent shall return such cash collateral to the Borrowers; and

8.2.2 Bankruptcy, Insolvency or Reorganization Proceedings.

If an Event of Default specified under subsections 8.1.14 or 8.1.15 of Section 8.1 shall occur, the Banks shall be under no further obligations to make Loans hereunder and the Issuing Bank shall be under no obligation to issue Letters of Credit and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrowers to the Banks hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and

8.2.3 Set-off.

If an Event of Default shall occur and be continuing, any Bank or Issuing Bank to whom any Obligation is owed by any Borrower hereunder or under any other Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 4.2 and 9.13 and any branch, Subsidiary or Affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies available to it, without notice to the Borrowers, to set-off against and apply to the then unpaid balance of all the Loans and all other Obligations of any such Borrower hereunder or under any other Loan Document any debt owing to, and any other funds held in any manner for the account of, any such Borrower by such Bank, Issuing Bank or participant or by such branch, Subsidiary or Affiliate, including all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by

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any Borrower for its own account (but not including funds held in custodian or trust accounts) with such Bank, Issuing Bank or participant or such branch, Subsidiary or Affiliate. Such right shall exist whether or not any Bank, Issuing Bank or the Administrative Agent shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of such Borrower is or are matured or unmatured and regardless of the existence or adequacy of any Guaranty or any other security, right or remedy available to any Bank, Issuing Bank or the Administrative Agent; and

8.2.4 Suits, Actions, Proceedings.

If an Event of Default shall occur and be continuing, and whether or not the Administrative Agent shall have accelerated the maturity of Loans to the Borrowers pursuant to any of the foregoing provisions of this Section 8.2, the Administrative Agent or any Bank, if owed any amount with respect to the Notes, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the exparte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Administrative Agent or such Bank; and

8.2.5 Application of Proceeds; Collateral Sharing.

8.2.5.1Application of Proceeds.

From and after the date on which the Administrative Agent has taken any action pursuant to this Section 8.2, and until all Obligations of the Borrowers have been paid in full, any and all proceeds received by the Administrative Agent from any sale or other disposition of the Collateral, or any part thereof, or on account of the exercise of other remedies by the Administrative Agent, shall, subject to the Collateral Agency Agreement, be applied as described in Section 6.5 of the Guarantee and Collateral Agreement.

8.2.5.2Collateral Sharing.

All Liens granted under the Collateral Documents and any other Loan Document shall secure ratably and on a paripassu basis (i) the Obligations in favor of the Administrative Agent and the Banks hereunder and (ii) the Obligations incurred by any of the Loan Parties in favor of any Bank (or any Affiliate of any Bank) which provides a Bank-Provided Hedge or an Other Bank Provided Financial Service Product (the "IRH Provider"), and (iii) the BBH Obligations. The Administrative Agent under the Collateral Documents shall be deemed to serve as the collateral agent (the "Collateral Agent") for Brown Brothers Harriman & Co. (solely with respect to the Collateral granted for the benefit of Brown Brothers Harriman & Co. pursuant to the Guarantee and Collateral Agreement and the Mortgages, and subject to the Collateral Agency Agreement), the IRH Providers and the Banks hereunder; providedthat the Collateral Agent shall comply with the instructions and directions of the Administrative Agent (or the Banks under this Agreement to the extent that this Agreement or any other Loan Document empowers the Banks to direct the Administrative Agent), as to all matters relating to the Collateral, including the maintenance and disposition thereof. Neither Brown Brothers Harriman & Co. nor any IRH Provider (except in its capacity as a Bank hereunder) shall be

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entitled or have the power to direct or instruct the Collateral Agent on any such matters or to control or direct in any manner the maintenance or disposition of the Collateral.

8.2.5.3Notice of Sale.

Any notice required to be given by the Administrative Agent of a sale, lease, or other disposition of the Collateral or any other intended action by the Administrative Agent, if given ten (10) days prior to such proposed action, shall constitute commercially reasonable and fair notice thereof to the applicable Loan Parties.

9.    THE ADMINISTRATIVE AGENT

9.1    Appointment.

Each Bank and Issuing Bank hereby irrevocably designates, appoints and authorizes PNC Bank to act as Administrative Agent for such Bank under this Agreement to execute and deliver or accept on behalf of each of the Banks the other Loan Documents and each Bank hereby agrees to be bound by the terms thereof. Each Bank and Issuing Bank hereby irrevocably authorizes, and each holder of any Note by the acceptance of a Note shall be deemed irrevocably to authorize, the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and any other instruments and agreements referred to herein, and to exercise such powers and to perform such duties hereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto. PNC Bank agrees to act as the Administrative Agent on behalf of the Banks to the extent provided in this Agreement. Furthermore, Citizens Bank of Pennsylvania, JPMorgan Chase Bank, N.A., and Royal Bank of Canada, shall be named Syndication Agents, and U.S. Bank National Association, Sovereign Bank, N.A., Manufacturers and Traders Trust Company, and The Bank of Tokyo-Mitsubishi UFJ, Ltd. shall be named Documentation Agents, though none shall have any duties in connection with this Agreement or have by reason of this Agreement a fiduciary or trust relationship in respect of any Bank.

9.2    Delegation of Duties.

The Administrative Agent may perform any of its duties hereunder by or through agents or employees (provided such delegation does not constitute a relinquishment of its duties as Administrative Agent) and, subject to Sections 9.5 and 9.6, shall be entitled to engage and pay for the advice or services of any attorneys, accountants or other experts concerning all matters pertaining to its duties hereunder and to rely upon any advice so obtained.

9.3    Nature of Duties; Independent Credit Investigation.

The Administrative Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and no implied covenants, functions, responsibilities, duties, obligations, or liabilities shall be read into this Agreement or otherwise exist. The duties of the Administrative Agent shall be mechanical and administrative in nature; the Administrative Agent shall not have by reason of this Agreement a fiduciary or trust relationship in respect of

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any Bank; and nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement except as expressly set forth herein. Each Bank expressly acknowledges (i) that the Administrative Agent has not made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of any Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Bank; (ii) that it has made and will continue to make, without reliance upon the Administrative Agent, its own independent investigation of the financial condition and affairs and its own appraisal of the creditworthiness of the Borrowers in connection with this Agreement and the making and continuance of the Loans hereunder; and (iii) except as expressly provided herein, that the Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Bank with any credit or other information with respect thereto, whether coming into its possession before the making of any Loan or at any time or times thereafter.

9.4    Actions in Discretion of Administrative Agent; Instructions from the Banks.

The Administrative Agent agrees, upon the written request of the Required Banks, to take or refrain from taking any action of the type specified as being within the Administrative Agent's rights, powers or discretion herein (other than the Administrative Agent's right to approve an extension of the Expiration Date under Section 10.1.1), providedthat the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or applicable Law. In the absence of a request by the Required Banks, the Administrative Agent shall have authority, in its sole discretion, to take or not to take any such action, unless this Agreement specifically requires the consent of the Required Banks or all of the Banks. Any action taken or failure to act pursuant to such instructions or discretion shall be binding on the Banks, subject to Section 9.6. Subject to the provisions of Section 9.6, no Bank shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder in accordance with the instructions of the Required Banks, or in the absence of such instructions, in the absolute discretion of the Administrative Agent.

9.5    Reimbursement and Indemnification of Administrative Agent by the Borrowers.

The Borrowers, jointly and severally, unconditionally agree to pay or reimburse the Administrative Agent and save the Administrative Agent harmless against (a) liability for the payment of all reasonable and actual out-of-pocket costs, expenses and disbursements, including fees and expenses of counsel, appraisers and environmental consultants, incurred by the Administrative Agent (i) in connection with the development, negotiation, preparation, printing, execution, administration, syndication, interpretation and performance of this Agreement and the other Loan Documents, (ii) relating to any requested amendments, waivers or consents pursuant to the provisions hereof, (iii) in connection with the enforcement of this Agreement or any other Loan Document or collection of amounts due hereunder or thereunder or the proof and allowability of any claim arising under this Agreement or any other Loan Document, whether in bankruptcy or receivership proceedings or otherwise, and (iv) in any workout, restructuring or in connection with the protection, preservation, exercise or enforcement of any of the terms hereof

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or of any rights hereunder or under any other Loan Document or in connection with any foreclosure, collection or bankruptcy proceedings, and (b) all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent, in its capacity as such, in any way relating to or arising out of this Agreement or any other Loan Documents or any action taken or omitted by the Administrative Agent hereunder or thereunder, providedthat the Borrowers shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements if the same results from the Administrative Agent's gross negligence or willful misconduct, or if TGI, as agent for the Borrowers, was not given notice of the subject claim and the opportunity to participate in the defense thereof, at its expense (except that the Borrowers shall remain liable to the extent such failure to give notice does not result in a loss to the Borrowers), or if the same results from a compromise or settlement agreement entered into without the consent of TGI, as agent for the Borrowers, which shall not be unreasonably withheld. In addition, the Borrowers, jointly and severally, agree to reimburse and pay all reasonable out-of-pocket expenses of the Administrative Agent's regular employees and agents engaged periodically to perform audits of any Borrower's books, records and business properties, providedthat, so long as no Event of Default exists, the Borrowers shall not be obligated to pay for more than one such audit per year. The indemnifications set forth herein shall be in addition to the indemnifications elsewhere set forth in this Agreement. The provisions of this Section shall survive and continue after repayment of the Obligations and termination of this Agreement.

9.6    Exculpatory Provisions.

Neither the Administrative Agent nor any of its directors, officers, employees, agents, attorneys or Affiliates shall (a) be liable to any Bank or Issuing Bank for any action taken or omitted to be taken by it or them hereunder, or in connection herewith including pursuant to any Loan Document, unless caused by its or their own gross negligence or willful misconduct, (b) be responsible in any manner to any of the Banks or Issuing Banks for the effectiveness, enforceability, genuineness, validity or the due execution of this Agreement or any other Loan Documents or for any recital, representation, warranty, document, certificate, report or statement herein or made or furnished under or in connection with this Agreement or any other Loan Documents, or (c) be under any obligation to any of the Banks or Issuing Banks to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions hereof or thereof on the part of any Borrower, or the financial condition of any Borrower, or the existence or possible existence of any Event of Default or Potential Default. Neither the Administrative Agent nor any Bank, nor any Issuing Bank, nor any of their respective directors, officers, employees, agents, or Affiliates shall be liable to any Borrower for consequential damages resulting from any breach of contract in connection with the negotiation, documentation, administration or collection of the Loans or any of the Loan Documents.

9.7    Reimbursement and Indemnification of Administrative Agent by Banks.

Each Bank agrees to reimburse and indemnify the Administrative Agent (to the extent not reimbursed by the Borrowers and without limiting the Obligation of the Borrowers to do so) in proportion to its Ratable Share from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or

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nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent, in its capacity as such, in any way relating to or arising out of this Agreement or any other Loan Documents or any action taken or omitted by the Administrative Agent hereunder or thereunder, providedthat no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (a) if the same results from the Administrative Agent's gross negligence or willful misconduct, or (b) if such Bank was not given notice of the subject claim and the opportunity to participate in the defense thereof, at its expense (except that such Bank shall remain liable to the extent such failure to give notice does not result in a loss to the Bank), or (c) if the same results from a compromise and settlement agreement entered into without the consent of such Bank, which shall not be unreasonably withheld. In addition, each Bank agrees promptly upon demand to reimburse the Administrative Agent (to the extent not reimbursed by the Borrowers and without limiting the Obligation of the Borrowers to do so) in proportion to its Ratable Share for all amounts due and payable by the Borrowers to the Administrative Agent in connection with the Administrative Agent's periodic audit of any Borrower's books, records and business properties.

9.8    Reliance by Administrative Agent.

The Administrative Agent shall be entitled to rely upon any writing, telegram, telexor teletype message, resolution, notice, consent, certificate, letter, cablegram, statement, order or other document or conversation by telephone or otherwise believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon the advice and opinions of counsel and other professional advisers selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action hereunder unless it shall first be indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.

9.9    Notice of Default.

The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Potential Default or Event of Default unless the Administrative Agent has received written notice from a Bank or TGI referring to this Agreement, describing such Potential Default or Event of Default and stating that such notice is a "notice of default."

9.10    Notices.

The Administrative Agent shall promptly send to each Bank a copy of all notices received from TGI, as agent for the Borrowers, pursuant to the provisions of this Agreement or the other Loan Documents promptly upon receipt thereof. The Administrative Agent shall promptly notify TGI, as agent for the Borrowers, and the other Banks of each change in the Base Rate and the effective date thereof.

9.11    Banks in Their Individual Capacities.

With respect to its Revolving Credit Commitments, the Revolving Credit Loans made by it, the Administrative Agent shall have the same rights and powers hereunder as any

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other Bank and may exercise the same as though it were not the Administrative Agent, and the term "Banks" shall, unless the context otherwise indicates, include the Administrative Agent in its individual capacity. PNC Bank and its Affiliates and each of the Banks and their respective Affiliates may, without liability to account, except as prohibited herein, make loans to, accept deposits from, discount drafts for, act as trustee under indentures of, and generally engage in any kind of banking or trust business with, any Borrower and their Affiliates, in the case of the Administrative Agent, as though it were not acting as Administrative Agent hereunder and in the case of each Bank, as though such Bank were not a Bank hereunder.

9.12    Intentionally Omitted.

9.13    Equalization of Banks.

The Banks and the holders of any participations in any Notes agree among themselves that, with respect to all amounts received by any Bank or any such holder for application on any Obligation hereunder or under any Note or under any such participation, whether received by voluntary payment, by realization upon security, by the exercise of the right of set-off or banker's lien, by counterclaim or by any other non-pro rata source, equitable adjustment will be made in the manner stated in the following sentence so that, in effect, all such excess amounts will be shared ratably among the Banks and such holders in proportion to their interests in payments under the Notes, except as otherwise provided in Sections 3.4.2, 4.4.2, or 4.5.1. The Banks or any such holder receiving any such amount shall purchase for cash from each of the other Banks an interest in such Bank's Loans in such amount as shall result in a ratable participation by the Banks and each such holder in the aggregate unpaid amount under the Notes, provided that if all or any portion of such excess amount is thereafter recovered from the Bank or the holder making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by law (including court order) to be paid by the Bank or the holder making such purchase. Notwithstanding the foregoing, no payments received from a Foreign Borrower shall be used to satisfy obligations of a Domestic Borrower.

9.14    Successor Administrative Agent.

The Administrative Agent may resign as Administrative Agent by giving not less than thirty (30) days' prior written notice to TGI, as agent for the Borrowers. If the Administrative Agent shall resign under this Agreement, then either (a) the Required Banks shall appoint from among the Banks a successor agent for the Banks, subject (provided that there does not exist an Event of Default) to the consent of TGI, as agent for the Borrowers, such consent not to be unreasonably withheld, or (b) if a successor agent shall not be so appointed and approved within the thirty (30) day period following the Administrative Agent's notice to the Banks of its resignation, then the Administrative Agent shall appoint, with the consent of TGI, as agent for the Borrowers, such consent not to be unreasonably withheld, a successor agent who shall serve as Administrative Agent until such time as the Required Banks appoint and TGI, as agent for the Borrowers consents to the appointment of a successor agent. Upon its appointment pursuant to either clause (a) or (b) above, such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent,effective upon its appointment, and the former Administrative Agent's rights, powers and

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duties as Administrative Agent (and as Funding Bank) shall be terminated without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement. After the resignation of any Administrative Agent hereunder, the provisions of this Article 9 shall inure to the benefit of such former Administrative Agent and such former Administrative Agent shall not by reason of such resignation be deemed to be released from liability for any actions taken or not taken by it while it was an Administrative Agent under this Agreement.

9.15    Administrative Agent's Fee.

The Borrowers shall pay to the Administrative Agent a nonrefundable fee (the "Administrative Agent's Fee") under the terms of a letter (the "Administrative Agent's Letter") between TGI, as agent for the Borrowers, and Administrative Agent, as amended from time to time.

9.16    Availability of Funds.

Unless the Administrative Agent shall have been notified by a Bank prior to the date and time upon which a Loan is to be made that such Bank does not intend to make available to the Administrative Agent such Bank's portion of such Loan, the Administrative Agent may assume that such Bank has made or will make such proceeds available to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption (but shall not be required to), make available to the Borrowers a corresponding amount in the applicable currency. If such corresponding amount is not in fact made available to the Administrative Agent by such Bank in the applicable currency, the Administrative Agent shall be entitled to recover such amount on demand from such Bank (or, if such Bank fails to pay such amount forthwith upon such demand from TGI, as agent for the Borrowers) together with interest thereon, in respect of each day during the period commencing on the date such amount was made available to the Borrowers and ending on the date the Administrative Agent recovers such amount, at a rate per annum equal to the applicable interest rate in respect of the Loan.

9.17    Calculations.

In the absence of gross negligence or willful misconduct, the Administrative Agent shall not be liable for any error in computing the amount payable to any Bank or Issuing Bank whether in respect of the Loans, fees or any other amounts due to the Banks or Issuing Banks under this Agreement. In the event an error in computing any amount payable to any Bank is made, the Administrative Agent, the Borrowers and each affected Bank shall, forthwith upon discovery of such error, make such adjustments as shall be required to correct such error, and any compensation therefor will be calculated at the Federal Funds Effective Rate.

9.18    No Reliance on Administrative Agent's Customer Identification Program.

Each Bank and Issuing Bank acknowledges and agrees that neither such Bank, Issuing Bank, nor any of its Affiliates, participants or assignees, may rely on the Administrative Agent to carry out such Bank's, Issuing Bank's, Affiliate's, participant's or assignee's customer identification program, or other obligations required or imposed under or pursuant to the USA

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Patriot Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the "CIP Regulations"), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any of the Loan Parties, their Affiliates or their agents, the Loan Documents or the transactions hereunder or contemplated hereby: (1) any identity verification procedures, (2) any recordkeeping, (3) comparisons with government lists, (4) customer notices or (5) other procedures required under the CIP Regulations or such other Laws.

9.19    Beneficiaries.

Except as expressly provided herein, the provisions of this Article 9 are solely for the benefit of the Administrative Agent and the Banks, and the Borrowers shall not have any rights to rely on or enforce any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Borrower.

9.20    Authorization to Release Collateral and Guarantors.

In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Capital Stock or assets of any Subsidiary Loan Party to a person that is not (and is not required to become) a Loan Party in a transaction permitted under Section 7.2.7 [Disposition of Assets] or 7.2.6 [Liquidations, Mergers, Consolidations, Acquisitions], any Liens created by any Loan Document on such Capital Stock or assets so disposed of shall be automatically released and the Administrative Agent shall promptly (and the Banks hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by TGI (and at TGI's expense) to release (or release or subordinate on terms acceptable to the Administrative Agent in the case of the sale and leaseback of equipment, provided the Loan Parties are in compliance with Section 7.2.1(i)(g)) any Liens created by any Loan Document on such Capital Stock or assets so disposed of, and, in the case of a disposition of the Capital Stock of any Subsidiary Loan Party in a transaction permitted by Sections 7.2.7 [Disposition of Assets or Subsidiaries] and 7.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] and as a result of which such Subsidiary Loan Party would cease to be a Subsidiary, such Subsidiary Loan Party's obligations under the Loan Documents shall be automatically terminated and the Administrative Agent shall promptly (and each Lender hereby authorizes the Administrative Agent to) take such action and execute such documents as may be reasonably requested by TGI (at TGI's expense) to terminate such Subsidiary Loan Party's obligations under the Loan Documents. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by TGI and at TGI's expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnification Obligations and Obligations under Hedge Liabilities and Other Bank Provided Financial Service Products) are paid in full and all Letters of Credit and Commitments are terminated.

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10.    MISCELLANEOUS

10.1    Modifications, Amendments or Waivers.

With the written consent of the Required Banks, the Administrative Agent, acting on behalf of all the Banks, and the Borrowers may from time to time enter into written agreements amending or changing any provision of this Agreement or any other Loan Document or the rights of the Banks or the Borrowers hereunder or thereunder, or may grant written waivers or consents to a departure from the due performance of the Obligations of the Borrowers hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Banks and the Borrowers; providedthat, no agreement, waiver or consent may be made which will:

10.1.1 Increase of Commitment; Extension of Expiration Date.

Increase the aggregate amount of Revolving Credit Commitments of the Banks (except pursuant to Section 2.1.2 [Right to Increase Commitments]) without the consent of all Banks; increase the amount of the Revolving Credit Commitment of any Bank (including pursuant to Section 2.1.2 [Right to Increase Commitments]) without the consent of such Bank; or extend the Expiration Date without the consent of the Administrative Agent and each Bank directly affected thereby;

10.1.2 Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment.

Whether or not any Loans are outstanding, extend the time for payment of principal or interest (other than to waive any default rate interest or default rate Letter of Credit Fees) of any Loan, the Commitment Fee or any other fee payable to any Bank, or reduce the principal amount of or the rate of interest borne by any Loan or reduce the Commitment Fee or any other fee payable to any Bank, or otherwise affect the terms of payment of the principal of or interest (other than to waive any default rate interest or default rate Letter of Credit Fees) of any Loan, the Commitment Fee or any other fee payable to any Bank without the consent of each Bank directly affected thereby;

10.1.3 Miscellaneous.

Amend Sections 4.2 [Pro Rata Treatment of Banks], 9.6 [Exculpatory Provisions], 9.13 [Equalization of Banks] or this Section 10.1, alter any provision regarding the pro rata treatment of the Banks, change the definition of Required Banks, or change any requirement providing for the Banks or the Required Banks to authorize the taking of any action hereunder without the consent of all of the Banks; and

10.1.4 Release of Guarantor or Collateral.

Release all or substantially all of the Collateral (other than as provided herein or as appropriate in connection with one or more transactions permitted hereunder) or release all or substantially all of the value of the guarantees provided by the

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Guarantors (other than as provided herein or as appropriate with transactions permitted hereunder) without the consent of all the Banks. Notwithstanding the foregoing, the Banks hereby authorize the Administrative Agent to take all actions necessary related to the automatic release of the Liens on the Collateral or the automatic termination of a Subsidiary Loan Party's obligations under the Loan Documents to the extent expressly permitted by Section 9.20.

Notwithstanding any of the foregoing, no agreement, waiver or consent which would modify the interests, rights or obligations of the (i) Administrative Agent in its capacity as Administrative Agent or the provider of the Swing Loans shall be effective without the written consent of the Administrative Agent or (ii) Issuing Bank in its capacity as the issuer of Letters of Credit shall be effective without the written consent of such Issuing Bank.

Notwithstanding anything to the contrary herein, no Defaulting Bank shall have any right to approve or disapprove any amendment, waiver or consent hereunder other than with respect to any amendments, waivers or consents which require the approval of all of the Banks pursuant to Sections 10.1.1 through 10.1.4 above; provided however, no Defaulting Bank shall have any right to approve or disapprove any amendment, waiver or consent which increases the aggregate Commitment of the Banks (other than such Defaulting Bank's Commitment) or extends the Expiration Date (except in the case of the Commitment or Loans of such Defaulting Bank).

10.2    No Implied Waivers; Cumulative Remedies; Writing Required.

No course of dealing and no delay or failure of the Administrative Agent or any Bank in exercising any right, power, remedy or privilege under this Agreement or any other Loan Document shall affect any other or future exercise thereof or operate as a waiver thereof, nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power, remedy or privilege preclude any further exercise thereof or of any other right, power, remedy or privilege. The rights and remedies of the Administrative Agent and the Banks under this Agreement and any other Loan Documents are cumulative and not exclusive of any rights or remedies which they would otherwise have. Any waiver, permit, consent or approval of any kind or character on the part of any Bank of any breach or default under this Agreement or any such waiver of any provision or condition of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing.

10.3    Reimbursement and Indemnification of Banks by the Borrowers; Taxes.

The Borrowers agree, jointly and severally, unconditionally upon demand to pay or reimburse to each Bank (other than the Administrative Agent, as to which the Borrowers' Obligations are set forth in Section 9.5) and to save such Bank harmless against (i) liability for the payment of all reasonable and actual out-of-pocket costs, expenses and disbursements (including fees and expenses of outside counsel for each Bank except with respect to (a) and (b) below), incurred by such Bank (a) in connection with the administration and interpretation of this Agreement, and other instruments and documents to be delivered hereunder, (b) relating to any amendments, waivers or consents pursuant to the provisions hereof, (c) in connection with the enforcement of this Agreement or any other Loan Document, or collection of amounts due hereunder or thereunder or the proof and allowability of any claim arising under this Agreement or any other Loan Document, whether in bankruptcy or receivership proceedings or otherwise,

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and (d) in any workout, restructuring or in connection with the protection, preservation, exercise or enforcement of any of the terms hereof or of any rights hereunder or under any other Loan Document or in connection with any foreclosure, collection or bankruptcy proceedings, or (ii) all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Bank, in its capacity as such, in any way relating to or arising out of this Agreement or any other Loan Documents or any action taken or omitted by such Bank hereunder or thereunder, providedthat the Borrowers shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (A) if the same results from such Bank's gross negligence or willful misconduct, or (B) if TGI, as agent for the Borrowers, was not given notice of the subject claim and the opportunity to participate in the defense thereof, at its expense (except that the Borrowers shall remain liable to the extent such failure to give notice does not result in a loss to the Borrowers), or (C) if the same results from a compromise or settlement agreement entered into without the consent of TGI, as agent for the Borrowers, which shall not be unreasonably withheld. The Banks will attempt to minimize the fees and expenses of legal counsel for the Banks which are subject to reimbursement by the Borrowers hereunder by considering the usage of one law firm to represent the Banks and the Administrative Agent if appropriate under the circumstances. The Borrowers agree unconditionally to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Administrative Agent or any Bank to be payable in connection with this Agreement or any other Loan Document, and the Borrowers agree unconditionally to save the Administrative Agent and the Banks harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions. To the fullest extent permitted by applicable law, no Loan party shall assert, and each Loan party hereby waives, any claim against any Bank, on the theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Documents or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. The indemnifications set forth herein shall be in addition to the indemnifications elsewhere set forth in this Agreement. The provisions of this Section shall survive and continue after repayment of the Obligations and termination of this Agreement.

10.4    Holidays.

Whenever payment of a Loan to be made or taken hereunder shall be due on a day which is not a Business Day such payment shall be due on the next Business Day and such extension of time shall be included in computing interest and fee, except that the Loans shall be due on the Business Day preceding the Expiration Date if the Expiration Date is not a Business Day. Whenever any payment or action to be made or taken hereunder (other than payment of the Loans) shall be stated to be due on a day which is not a business Day, such payment or action shall be made or taken on the next following Business Day (except as provided in Section 3.2 with respect to Interest Periods under the Euro-Rate Option), and such extension of time shall not be included in computing interest or fees, if any, in connection with such payment or action.

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10.5    Funding by Branch, Subsidiary or Affiliate.

10.5.1 Notional Funding.

Each Bank shall have the right from time to time, without notice to any Borrower, to deem any branch, Subsidiary or Affiliate (which for the purposes of this Section 10.5 shall mean any corporation or association which is directly or indirectly controlled by or is under direct or indirect common control with any corporation or association which directly or indirectly controls such Bank) of such Bank to have made, maintained or funded any Loan to which the Euro-Rate Option applies at any time, providedthat immediately following (on the assumption that a payment were then due from the Borrowers to such other office), and as a result of such change, the Borrowers would not be under any greater financial obligation pursuant to Section 4.5 than they would have been in the absence of such change. Notional funding offices may be selected by each Bank without regard to the Bank's actual methods of making, maintaining or funding the Loans or any sources of funding actually used by or available to such Bank.

10.5.2 Actual Funding.

Each Bank shall have the right from time to time to make or maintain any Loan by arranging for a branch, Subsidiary or Affiliate of such Bank to make or maintain such Loan subject to the last sentence of this Section 10.5.2. If any Bank causes a branch, Subsidiary or Affiliate to make or maintain any part of the Loans hereunder, all terms and conditions of this Agreement shall, except where the context clearly requires otherwise, be applicable to such part of the Loans to the same extent as if such Loans were made or maintained by such Bank, but in no event shall any Bank's use of such a branch, Subsidiary or Affiliate to make or maintain any part of the Loans hereunder cause such Bank or such branch, Subsidiary or Affiliate to incur any cost or expenses payable by the Borrowers hereunder or require the Borrowers to pay any other compensation to any Bank which would otherwise not be incurred.

10.6    Notices.

Any notice, request, demand, direction or other communication (for purposes of this Section 10.6 only, a "Notice") to be given to or made upon any party hereto under any provision of this Agreement shall be given or made by telephone or in writing (which includes means of electronic transmission (i.e., "e-mail") or facsimile transmission or by setting forth such Notice on a site on the World Wide Web (a "Website Posting") if Notice of such Website Posting (including the information necessary to access such site) has previously been delivered to the applicable parties hereto by another means set forth in this Section 10.6) in accordance with this Section 10.6. Any such Notice must be delivered to the applicable parties hereto at the addresses and numbers set forth under their respective names on Schedule 1.1(B) hereof or in accordance with any subsequent unrevoked Notice from any such party that is given in accordance with this Section 10.6. Any Notice shall be effective:

(A)In the case of hand-delivery, when delivered;

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(B)If given by mail, four days after such Notice is deposited with the United States Postal Service, with first-class postage prepaid, return receipt requested;

(C)In the case of a telephonic Notice, when a party is contacted by telephone, if delivery of such telephonic Notice is confirmed no later than the next Business Day by hand delivery, a facsimile or electronic transmission, a Website Posting or overnight courier delivery of a confirmatory notice (received at or before noon on such next Business Day);

(D)In the case of a facsimile transmission, when sent to the applicable party's facsimile machine's telephone number if the party sending such Notice receives confirmation of the delivery thereof from its own facsimile machine;

(E)In the case of electronic transmission, when actually received;

(F)In the case of a Website Posting, upon delivery of a Notice of such posting (including the information necessary to access such web site) by another means set forth in this Section 10.6; and

(G)If given by any other means (including by overnight courier), when actually received.

Any Bank giving a Notice to a Loan Party shall concurrently send a copy thereof to the Administrative Agent, and the Administrative Agent shall promptly notify the other Banks of its receipt of such Notice. Schedule 1.1(B) lists the lending office of each Bank. Each Bank may change its lending office by written notice to the other parties hereto.

10.7    Severability.

The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

10.8    Governing Law.

Each Letter of Credit and Section 2.8 shall be subject either to the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce (the "ICC") at the time of issuance ("UCP") or the rules of the International Standby Practices (ICC Publication No. 590) ("ISP98"), as determined by the Issuing Lender, and to the extent not inconsistent therewith, the internal laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles and the balance of this Agreement shall be deemed to be a contract under the Laws of the Commonwealth of

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Pennsylvania and for all purposes shall be governed by and construed and enforced in accordance with the internal laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles.

10.9    Prior Understanding.

This Agreement and the other Loan Documents supersede all prior understandings and agreements, whether written or oral, between the parties hereto and thereto relating to the transactions provided for herein and therein, including any prior confidentiality agreements and commitments.

10.10    Duration; Survival.

All representations and warranties of the Borrowers contained herein or made in connection herewith shall survive the making of Loans and issuance of Letters of Credit and shall not be waived by the execution and delivery of this Agreement, any investigation by the Administrative Agent or the Banks, the making of Loans, issuance of Letters of Credit, or payment in full of the Loans. All covenants and agreements of the Borrowers contained in Sections 7.1, 7.2 and 7.3 herein shall continue in full force and effect from and after the date hereof so long as any Borrower may borrow or request Letters of Credit hereunder and until termination of the Revolving Credit Commitments and payment in full of the Loans and expiration or termination of all Letters of Credit. All covenants and agreements of the Borrowers contained herein relating to the payment of additional compensation or expenses and indemnification, including those set forth in the Notes, Article 4 and Sections 9.5, 9.7 and 10.3, shall survive payment in full of the Loans, expiration or termination of the Letters of Credit and termination of the Revolving Credit Commitments.

10.11    Successors and Assigns.

10.11.1 Successors and Assigns Generally.

The provisions of this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrowers nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Bank and no Bank may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 10.11.2 [Assignments by Banks], (ii) by way of participation in accordance with the provisions of Section 10.11.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.11.6 [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.11.4 [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Banks) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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10.11.2 Assignments by Banks.

Any Bank may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A)in the case of an assignment of the entire remaining amount of the assigning Bank's Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank, an Affiliate of a Bank or an Approved Fund, no minimum amount need be assigned; and

(B)in any case not described in clause (i)(A) of this Section 10.11.2, the aggregate amount of the Revolving Credit Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption Agreement with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption Agreement, as of the Trade Date) shall not be less than $5,000,000.00, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, TGI, on behalf of the Borrowers otherwise consents (each such consent not to be unreasonably withheld or delayed).

(ii)Proportionate Amounts.

Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank's rights and obligations under this Agreement with respect to the Loan or the Revolving Credit Commitment assigned.

(iii) Required Consents.

Subject to the following sentence, no consent shall be required for any assignment except for the consent of the Administrative Agent (which shall not be unreasonably withheld or delayed). The consent of TGI, on behalf of the Borrowers (such consent not to be unreasonably withheld or delayed) shall also be required for an assignment unless (a) an Event of Default has occurred and is continuing at the time of such assignment or (b) such assignment is to a Bank, an Affiliate of a Bank or an Approved Fund. To the extent TGI's consent is required for any assignment by a Bank, such consent shall be deemed given unless TGI shall have objected thereto by written notice to the Administrative Agent within ten (10) days after having received notice thereof.

(iv) Assignment and Assumption Agreement.

The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and

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recordation fee of $3,500.00, and the assignee, if it is not a Bank, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

(v) No Assignment to Borrower.

No such assignment shall be made to the Borrower or any of the Borrower's Affiliates or Subsidiaries.

(vi) No Assignment to Natural Persons.

No such assignment shall be made to a natural Person.

(vii) No Assignment to a Competitor.

No such assignment shall be made to any direct competitor of a Loan Party or any Subsidiary thereof.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.11.3 [Register], from and after the effective date specified in each Assignment and Assumption Agreement, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 3.4  [Euro-Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available], Section 4.5 [Additional Compensation in Certain Circumstances], Section 4.8 [Taxes] and Section 10.3 [Reimbursement and Indemnification of Bank by the Borrower; Taxes]with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this Section 10.11.2 shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with Section 10.11.4 [Participations].

10.11.3 Register.

The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain a record of the names and addresses of the Banks, and the Revolving Credit Commitments of, and principal amounts of the Loans (and stated interest) owing to, each Bank pursuant to the terms hereof from time to time. Such register shall be conclusive, and the Borrowers, the Administrative Agent and the Banks may treat each Person whose name is in such register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. Such register shall be available for inspection by the Borrowers and any Bank, at any reasonable time and from time to time upon reasonable prior notice. Notwithstanding anything to the contrary contained in this Agreement, a Note or any other Loan Document, the Loans and any other Obligations are registered obligations and the

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right, title and interest of any Bank or Issuing Bank and its assignees in and to such Loans or Obligations shall be transferable only upon notation of such transfer in the register. This Section 10.11.3 shall be construed so that the Loans and other Obligations are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code or such regulations).

10.11.4 Participations.

Any Bank may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrowers or any of the Borrowers' Affiliates or Subsidiaries or any direct competitor of a Loan Party or their Subsidiaries) (each, a "Participant") in all or a portion of such Bank's rights and/or obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and/or the Loans owing to it); provided that (i) such Bank's obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Banks shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement.

Any agreement or instrument pursuant to which a Bank sells such a participation shall provide that such Bank shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Bank will not, without the consent of the Participant, agree (other than as is already provided for herein) to any amendment, modification or waiver with respect to Section 10.1.1 [Increase of Commitment; Extension of Expiration Date], Section 10.1.2 [Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment], or Section 10.1.4 [Release of Collateral or Guarantor] that affects such Participant. Subject to Section 10.11.5 [Limitations upon Participant Rights Successors and Assigns Generally], the Borrowers agree that each Participant shall be entitled to the benefits of Section 3.4 [Euro-Rate Unascertainable] Section 4.5 [Additional Compensation in Certain Circumstances]to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to Section 10.11.2 [Assignments by Banks], Section 4.8 [Taxes] and Section 10.3 [Reimbursement and Indemnification of Banks by the Borrower; Taxes], provided that such Participant (A) agrees to be subject to the provisions of Section 4.4.2 [Replacement of a Bank] as if it were an assignee under Section 10.11.2 [Assignments by Banks]; and (B) shall not be entitled to receive any greater payment under Sections 4.5 [Additional Compensation in Certain Circumstances] or 4.8 [Taxes], with respect to any participation, than its participating Bank would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law that occurs after the Participant acquired the applicable participation. Each Bank that sells a participation agrees, at the Borrowers' request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 4.4.2 [Replacement of a Bank] with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2.3 as though it were a Bank; providedthat such Participant agrees to be subject to Section 4.2 [Pro-Rata Treatment of Banks] as though it were a Bank. Each Bank that sells a participation shall, acting solely for this

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purpose as an agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant's interest in the Loans or other Obligations under the Loan Documents (the "Participant Register"); provided that no Bank shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other Obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. Notwithstanding anything to the contrary contained in this Agreement, a Note or any other Loan Document, the right, title and interest of any Participant and its assignees in the Loans or other Obligations shall be transferable only upon notation of such transfer in the Participant Register. This Section 10.11.4 shall be construed so that the Loans and other Obligations (and the participations sold therein) are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code or such regulations). For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

10.11.5 Limitations upon Participant Rights Successors and Assigns Generally.

A Participant shall not be entitled to receive any greater payment under Section 4.5 [Additional Compensation in Certain Circumstances], Section 4.8 [Taxes] or Section 10.3 [Reimbursement and Indemnification of Bank by the Borrower; Taxes ]than the applicable Bank would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent. A Participant that would be a Foreign Bank if it were a Bank shall not be entitled to the benefits of Section 4.8 [Taxes]unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 4.8.6 [Status of Banks]as though it were a Bank.

10.11.6 Certain Pledges; Successors and Assigns Generally.

Any Bank may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Bank, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Bank from any of its obligations hereunder or substitute any such pledgee or assignee for such Bank as a party hereto.

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10.12    Confidentiality.

10.12.1 General.

Each of the Administrative Agent and the Banks agree to maintain the confidentiality of the Information, except that Information may be disclosed (i) to its Affiliates and to its Affiliates' respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process provided that the Administrative Agent and the Banks, as applicable, will limit such disclosure to only such Information that is required to be disclosed, (iv) to any other party hereto, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and its obligations, (vii) with the consent of the Borrowers, (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section or (B) becomes available to the Administrative Agent, any Bank, or any of their respective Affiliates on a non-confidential basis from a source other than the Borrowers or the other Loan Parties, or (ix) on a confidential basis to (A) any rating agency in connection with rating any Loan Party or its Subsidiaries, or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

10.12.2 Sharing Information With Affiliates of the Banks.

Each Loan Party acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to the Borrowers or one or more of its Affiliates (in connection with this Agreement or otherwise) by any Bank or by one or more Subsidiaries or Affiliates of such Bank and each of the Loan Parties hereby authorizes each Bank to share any information delivered to such Bank by such Loan Party and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Bank to enter into this Agreement, to any such Subsidiary or Affiliate of such Bank, it being understood that any such Subsidiary or affiliate of any Bank receiving such information shall be bound by the provisions of Section 10.12.1 as if it were a Bank hereunder. Such authorization shall survive the repayment of the Loans and other Obligations and the termination of the Revolving Credit Commitments.

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10.13    Counterparts.

This Agreement may be executed by different parties hereto on any number of separate counterparts, each of which, when so executed and delivered, shall be an original, and all such counterparts shall together constitute one and the same instrument.

10.14    Administrative Agent's or Bank's Consent.

Whenever the Administrative Agent's or any Bank's consent is required to be obtained under this Agreement or any of the other Loan Documents as a condition to any action, inaction, condition or event, the Administrative Agent and each Bank shall be authorized to give or withhold such consent in its sole and absolute discretion and to condition its consent upon the giving of additional collateral, the payment of money or any other matter.

10.15    Exceptions.

The representations, warranties and covenants contained herein shall be independent of each other, and no exception to any representation, warranty or covenant shall be deemed to be an exception to any other representation, warranty or covenant contained herein unless expressly provided, nor shall any such exceptions be deemed to permit any action or omission that would be in contravention of applicable Law.

10.16    Consent to Forum; Waiver of Jury Trial.

EACH BORROWER HEREBY IRREVOCABLY CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF THE COURT OF COMMON PLEAS OF CHESTER COUNTY AND THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA, AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO THE BORROWERS AT THE ADDRESSES PROVIDED FOR IN SECTION 10.6 AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF. EACH BORROWER WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED AGAINST IT AS PROVIDED HEREIN AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE. EACH BORROWER, THE ADMINISTRATIVE AGENT AND THE BANKS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE COLLATERAL OR ANY OTHER LOAN DOCUMENT TO THE FULL EXTENT PERMITTED BY LAW.

10.17    Intentionally Omitted.

10.18    Public Filings.

The Administrative Agent agrees to use reasonable efforts to provide to TGI, as agent for the Borrowers, this Agreement, any other Loan Document and any amendments or supplements hereto or thereto in a computer readable format if so requested by TGI in connection with public

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filings.

10.19    Agent Titles.

Each of the parties hereto acknowledge and agree that each of the titles of "Lead Arranger;" "Bookrunner", "Documentation Agent;" and "Syndication Agent" is honorary and does not imply or impose any duty or obligation of any nature on any party having any such title.

10.20    Joinder of Borrowers and Guarantors.

(i)Each Domestic Material Subsidiary acquired, formed or in existence after the Closing Date shall be required to, and, each Foreign Subsidiary upon electing to do so may, become a Borrower or a Guarantor hereunder, and the Borrowers and the Guarantors shall complete all of the following steps in clauses (a) and (b) below within thirty (30) days (unless such time period is extended in writing by the Administrative Agent) after the date of organization or acquisition of (or in the case of a Foreign Subsidiary, election by) such Subsidiary: (a) cause such Person to sign and join in this Agreement or the Guarantee and Collateral Agreement by execution and delivery to the Administrative Agent of one or more counterparts of a Joinder hereto in the form attached hereto as Exhibit 10.20(A) or Exhibit 10.20(B) (each, as the case may be, a "Borrower Joinder" or "Guarantor Joinder"), appropriately dated, (b) deliver to the Administrative Agent all certificates and other documents referred to in Section 6 of this Agreement and such Borrower Joinder or Guarantor Joinder and (c) deliver to the Administrative Agent documents necessary to grant and perfect Prior Security Interests to the Administrative Agent for the benefit of the Banks in all Pledged Collateral held by the owners of such Subsidiary if it is a Foreign Subsidiary owned directly by a Domestic Subsidiary. The Borrowers covenant and agree to cause all Domestic Material Subsidiaries to comply with the terms of this Section 10.20(i). Notwithstanding the foregoing, each new Borrower shall not be permitted to borrow under this Agreement until the following number of Business Days has elapsed after a fully executed Borrower Joinder has been delivered to the Banks: (i) five (5) with respect to a Domestic Borrower and (ii) ten (10) with respect to a Foreign Borrower.

(ii)The Borrowers agree that at all times on and after the Closing Date (a) the Borrowers and the Guarantors fully liable for the Obligations hereunder shall have directly accounted for not less than 80% of Consolidated EBITDA of TGI and its Subsidiaries and (b) the Domestic Loan Parties shall have directly accounted for not less than 95% of Consolidated EBITDA of TGI and its Domestic Subsidiaries for the four fiscal quarter period then last ended.

(iii)Notwithstanding anything to the contrary herein or in the other Loan Documents, the obligations of each Foreign Borrower on account of principal and interest under the Loans and Reimbursement Obligations and Letters of Credit Borrowings shall be limited to the principal amount advanced directly to such Foreign Borrower or its Subsidiaries and reimbursement of draws under Letters of Credit issued for the account of such Foreign Borrower or its Subsidiaries and, in each case, interest and/or fees thereon. Each Foreign Borrower shall be liable only for its prorata share of all fees and expenses and other sums due hereunder (other than principal and interest on the Loans) based upon the ratio of Loans outstanding to, and Letters of Credit Outstanding for Letters of Credit issued for the account of, such Foreign

132

Borrower or its Subsidiaries to the total amount of Loans outstanding and Letters of Credit Outstanding hereunder.

(iv) Any Foreign Borrower may from time to time deliver a termination notice to the Administrative Agent requesting that it no longer be a party hereto. Such termination shall be effective two (2) Business Days after receipt by the Administrative Agent so long as all Obligations of such Foreign Borrower hereunder have been paid in full (including principal, interest and other amounts) and no Letter of Credit issued for the account or benefit of such Foreign Borrower or its Subsidiaries is outstanding; providedthat, to the extent this Agreement provides for the survival of certain provisions upon termination hereof, such surviving provisions shall survive a termination under this subsection with respect to any such Foreign Borrower. Following receipt of such notice, no further Loans may be borrowed by, or Letters of Credit issued for the account of, such Foreign Borrower or its Subsidiaries hereunder, unless such Foreign Borrower shall thereafter rejoin this Agreement as a Borrower pursuant to the joinder provisions of this Section 10.20.

(v)For purposes of determining Loans outstanding for the benefit of a Foreign Borrower and its Subsidiaries, principal payments received hereunder shall be applied first to Obligations of Domestic Borrowers, unless (a) such payments are made directly by a Foreign Borrower (in which case such payments shall first be applied to Obligations of the Foreign Borrower making such payment) or (b) TGI designates at the time such payment is made that such payment is applicable to the Obligations of an identified Foreign Borrower and certifies that the funds for such payment were received from such Foreign Borrower.

(vi)Subject to the limitation of liability of Foreign Borrowers as expressly set forth in this Section 10.20, all Obligations of the Borrowers and Guarantors are joint and several, except that no Foreign Guarantor shall have any liability with respect to any Obligation of a Domestic Loan Party.

(vii)Notwithstanding anything to the contrary contained herein no Bank shall be obligated to make a Loan to a Foreign Borrower if any Bank shall be prohibited under applicable Law or shall not be licensed to make Loans or extend credit to such Foreign Borrower; provided that if any such Bank is so prohibited, the Borrowers shall have the right to replace such Bank under Section 4.4.2 hereof. Each Bank agrees to notify the Administrative Agent and TGI in writing promptly upon knowledge that it is so prohibited from making Loans or extending credit to any Foreign Borrower.

10.21    USA Patriot Act.

Each Bank or assignee or participant of a Bank that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA Patriot Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United states or foreign county, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Administrative Agent the certification, or, if applicable, recertification,

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certifying that such Bank is not a "shell" and certifying to other matters as required by Section 313 of the USA Patriot Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA Patriot Act.

10.22    Collateral Agency Agreements, Etc.

The Administrative Agent is authorized and directed to enter into on behalf of the Banks the Collateral Agency Agreement and any future subordination agreements (pursuant to which the Banks will subordinate their Liens) with respect to Purchase Money Security Interest which are Permitted Liens and are permitted Indebtedness under Section 7.2.1(i)(g), and each of the Banks hereby approves and agrees to be bound by the terms of the Collateral Agency Agreement and any such subordination agreement which has been approved by the Administrative Agent in its sole discretion.

10.23    Amendment and Restatement, Ratification, No Novation.

This Agreement amends and restates in its entirety the Original Credit Agreement, and the Loan Parties confirm that: the Original Credit Agreement, the other Loan Documents and the Collateral for the Obligations thereunder (as all such capitalized terms are defined in the Original Credit Agreement) have at all times, since the date of the execution and delivery of such documents, remained in full force and effect and, where applicable, continue to guaranty and secure such obligations which are continued as the Obligations hereunder as amended hereby. The Loans hereunder are a continuation of the Loans under (and as such term is defined in) the Original Credit Agreement. The Loan Parties, the Administrative Agent, and the Banks acknowledge and agree that the amendment and restatement of the Original Credit Agreement and any Loan Documents expressly amended by this Agreement are not intended to constitute, nor do they constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the Original Credit Agreement and other Loan Documents thereunder or the collateral security therefor, and this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the Original Credit Agreement and the other Loan Documents (as such term is defined therein). The Loan Parties ratify and reaffirm the Intercompany Subordination Agreement, the Guarantee and Collateral Agreement, the Mortgages, the Collateral Agency Agreement and the other Loan Documents (and with respect to the Notes, as amended and restated in connection with this Agreement) executed and delivered in connection with the Original Credit Agreement, and agree that the terms thereof remain in full force and effect with respect to this Agreement, the Obligations and the Loan Documents notwithstanding any amendments to the Original Credit Agreement made by virtue of this Agreement. Triumph Thermal Systems, LLC acknowledges that, Triumph Thermal Systems, LLC as a successor by conversion to Triumph Thermal Systems, Inc. has assumed all of the obligations of Triumph Thermal Systems, Inc. under the Original Credit Agreement and all of the Loan Documents, including, without limitation, the Guarantee and Collateral Agreement, and that it is and will continue to be a Guarantor and Grantor (as those terms are defined in the Guarantee and Collateral Agreement), and that its assets constitute Collateral as therein defined.

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[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

BORROWERS:

TRIUMPH GROUP, INC.

By:

Name: M. David Kornblatt

Title: Executive Vice President & CFO

TRIUMPH AVIATION SERVICES ASIA, Ltd.

PLACAS TERMODINAMICAS, S.A. de C.V.

TRIUMPH CONTROLS - UK, Ltd.

TRIUMPH ACTUATION & MOTION CONTROL SYSTEMS - UK, Ltd.

TRIUMPH CONTROLS - GERMANY GmbH

TRIUMPH GROUP MEXICO S. de R.L. de C.V.

TRIUMPH GROUP - MEXICO INMOBILIARIA, S. de R.L. de C.V.

TRIUMPH INSULATION SYSTEMS - GERMANY GmbH

By:

Name: Richard C. Ill

Title: Director

TRIUMPH CONTROLS (EUROPE) SAS

By:

Name: Richard C. Ill

Title: President

CONSTRUCTIONS BREVETEES D'ALFORTVILLE SAS

By:

Name: Pierre Vauterin

Title: President

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

BORROWERS AND GUARANTORS:

NU-TECH BRANDS, INC.

TRIUMPH BRANDS, INC.

TRIUMPH GROUP ACQUISITION CORP.

By:

Name: M. David Kornblatt

Title: President and Treasurer of each of the above named companies

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

BORROWERS AND GUARANTORS (Continued):

TRIUMPH METALS COMPANY

TRIUMPH STRUCTURES - EAST TEXAS, INC.

TRIUMPH PRECISION, INC.

TRIUMPH INSULATION SYSTEMS, LLC

THE MEXMIL HOLDING COMPANY, LLC

TRIUMPH STRUCTURES - LONG ISLAND, LLC

TRIUMPH INVESTMENT HOLDINGS, INC.

TRIUMPH INSTRUMENTS - BURBANK, INC.

MEXMIL CHINA, LLC

TRIUMPH GROUP HOLDINGS - MEXICO, LLC

TRIUMPH GROUP INVESTMENT - MEXICO, LLC

TRIUMPH AEROSPACE SYSTEMS - NEWPORT NEWS, INC.

TRIUMPH ACCESSORY SERVICES - GRAND PRAIRIE, INC.

TRIUMPH FABRICATIONS - FORT WORTH, INC.

CBA ACQUISITION, LLC

TRIUMPH FABRICATIONS - HOT SPRINGS, LLC

TRIUMPH PROCESSING, INC.

TRIUMPH ACTUATION SYSTEMS - VALENCIA, INC.

TRIUMPH ACTUATION SYSTEMS, LLC

TRIUMPH ACTUATION SYSTEMS - CONNECTICUT, LLC

HT PARTS, L.L.C.

TRIUMPH AEROSPACE SYSTEMS - WICHITA, INC.

TRIUMPH STRUCTURES - KANSAS CITY, INC.

THE TRIUMPH GROUP OPERATIONS, INC.

TRIUMPH AEROSPACE SYSTEMS GROUP, LLC

TRIUMPH AFTERMARKET SERVICES GROUP, LLC

TRIUMPH AIRBORNE STRUCTURES, LLC

TRIUMPH AVIATIONS INC.

TRIUMPH FABRICATIONS - SAN DIEGO, INC.

TRIUMPH COMPOSITE SYSTEMS, INC.

TRIUMPH CONTROLS, LLC

TRIUMPH ENGINEERED SOLUTIONS, INC.

TRIUMPH ENGINEERING SERVICES, INC.

TRIUMPH GEAR SYSTEMS, INC.

TRIUMPH GEAR SYSTEMS - Macomb, INC.

TRIUMPH GROUP ACQUISITION HOLDINGS, INC.

TRIUMPH INSTRUMENTS, INC.

TRIUMPH PRECISION CASTINGS CO.

TRIUMPH STRUCTURES - LOS ANGELES, INC.

TRIUMPH THERMAL SYSTEMS, LLC

TRIUMPH TURBINE SERVICES, INC.

TRIUMPH STRUCTURES - WICHITA, INC.

TRIUMPH INTERIORS, LLC

TRIUMPH FABRICATIONS - ST. LOUIS, INC.

TRIUMPH REAL ESTATE - MEXICO, LLC

VAC INDUSTRIES, INC.

TRIUMPH STRUCTURES - EVERETT, INC.

TRIUMPH AEROSTRUCTURES, LLC

TRIUMPH AEROSTRUCTURES HOLDINGS, LLC

By:

Name: M. David Kornblatt

Title: Vice President and Treasurer of each of the above named companies

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

PNC BANK, NATIONAL ASSOCIATION, individually and as Administrative Agent

By:

Name: John T. Wilden

Title: Senior Vice President

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

Citizens Bank of Pennsylvania, individually and as Syndication Agent

By:

Name:

Title:

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

JPMORGAN CHASE BANK, N.A., individually and as Syndication Agent

By:

Name:

Title:

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

ROYAL BANK OF CANADA,individually and as Syndication Agent

By:

Name:

Title:

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

sovereign bank, N.A., individually and as Syndication Agent

By:

Name:

Title:

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., individually and as Documentation Agent

By:

Name:

Title:

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

U.S. BANK NATIONAL ASSOCIATION, individually and as Documentation Agent

By:

Name:

Title:

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

TD BANK, N.A., individually and as Documentation Agent

By:

Name:

Title:

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

MANUFACTURERS AND TRADERS TRUST COMPANY, individually and as Documentation Agent

By:

Name:

Title:

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

branch banking and trust company

By:

Name:

Title:

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

HUNTINGTON NATIONAL BANK

By:

Name:

Title:

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

CAPITAL ONE LEVERAGE FINANCE CORP.

By:

Name:

Title:

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

FIRST NIAGARA BANK, N.A.

By:

Name:

Title:

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

NATIONAL PENN BANK

By:

Name:

Title:

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

THE NORTHERN TRUST COMPANY

By:

Name:

Title:

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

UBS AG, STAMFORD BRANCH

By:

Name:

Title:

By:

Name:

Title:

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

FIRST COMMONWEALTH BANK

By:

Name:

Title:

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

TRISTATE CAPITAL BANK

By:

Name:

Title:

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

HUA NAN COMMERCIAL BANK, LTD.

By:

Name:

Title:

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

MEGA INTERNATIONAL COMMERCIAL BANK CO. LTD. LOS ANGELES BRANCH

By:

Name: Hsiao-Ho Huang

Title: SVP & GM

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

TAIWAN BUSINESS BANK LOS ANGELES BRANCH

By:

Name:

Title:

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

TAIWAN COOPERATIVE BANK LOS ANGELES BRANCH

By:

Name:

Title:

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

METRO BANK

By:

Name:

Title:

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

REPUBLIC FIRST BANK

By:

Name:

Title:

SCHEDULE 1.1(B)

BANK NAME	AMOUNT OF COMMITMENT FOR REVOLVING CREDIT LOANS	PERCENTAGE
Address for Notices: PNC Bank, National Association 1600 Market Street, 22nd Floor Philadelphia, PA 19103 Attention:John T. Wilden Telephone No. (215) 585-4326 Telecopier No. (215) 585-4144 Email: john.wilden@pnc.com Lending Office: PNC Bank, National Association Attention:Lisa Pierce Telephone No. (412) 762-6442 Telecopier No. (412) 762-8672 Email: lisa.pierce@pncbank.com	$105,000,000.00	10.5%
Address for Notices: Citizens Bank of Pennsylvania 3025 Chemical Road, 3rd Floor Plymouth Meeting, PA 19462 Attention:Leslie Broderick Telephone No.: (484) 530-7144 Telecopier No.: (610) 941-4136 Email:leslie.broderick@rbscitizens.com Lending Office: Citizens Bank of Pennsylvania Attention:Margaret Secatore Telephone No.: (781) 655-4404 Telecopier No.: (781) 655-4050 Email: margaret.secatore@rbscitizens.com	$90,000,000.00	9%
Address for Notices: JPMorgan Chase Bank, N.A. 270 Park Avenue, 43th Floor New York, NY 10172 Attention:Deborah Winkler Telephone No.: (212) 622-3285 Telecopier No.: (917) 464-6130 Email:deborah.r.winkler@jpmorgan.com Lending Office: JPMorgan Chase Bank, N.A. Attention:Non-Agented Service Team Telephone No.: (312) 385-7072 Telecopier No.: (312) 256-2608 Email: cls.chicago.nonagented.service@chase.com	$90,000,000.00	9%

Address of Notices: Royal Bank of Canada RBC Capital Markets Three World Financial Center, 200 Vesey Street, 12th Floor New York, NY 10281-8098 Attention:Richard Smith Telephone No.: (212) 905-5894 Telecopier No.: (212) 428-6201 Email:richard.smith@rbccm.com Lending Office: Royal Bank of Canada Attention:Ian Blaker Telephone No.: (212) 618-5572 Telecopier No.: (212) 428-6460 Email:ian.blaker@rbccm.com	$90,000,000.00	9%
Address for Notices: Sovereign Bank, N.A. 1500 Market Street Philadelphia, PA 19102 Attention:Francis D. Phillips Telephone No.: (267) 256-8607 Telecopier No.: (215) 568-9587 Email:fphillip@sovereignbank.com Lending Office: Sovereign Bank, N.A. Attention:Ashley Brobst Telephone No.: (267) 256-8607 Telecopier No.: (215) 568-5914 Email: participations@sovereignbank.com	$90,000,000.00	9%
Address for Notices: The Bank of Tokyo-Mitsubishi UFJ, Ltd. Address: 1251 Avenue of the Americas New York, NY 10020-1104 Attention:Joanne Nasuti Telephone No.: (212) 782-4458 Telecopier No.: (212) 782-6440 Email:jnasuti@us.mufg.jp	$80,000,000.00	8%
Address for Notices: U.S. Bank National Association 425 Walnut Street Cincinnati, OH 45202 Attention:Patrick McGraw Telephone No.: (513) 632-3032 Telecopier No.: (513) 632-2068 Email:patrick.mcGraw@usbank.com Lending Office: U.S. Bank National Association Telephone No.: (920) 237-7367 Telecopier No.: (920) 237-7993 Email: Complex_Credits_Oshkosh@usbank.com	$75,000,000.00	7.5%

Address for Notices: TD Bank, N.A. 2005 Market Street Philadelphia, PA 19103 Attention:Bernadette Collins Telephone No.: (215) 282-4458 Telecopier No.: (215) 282-2476 Email:bernadette.collins@td.com Lending Office: TD Bank, N.A. Attention:Marcella Brattan Telephone No.: (856) 533-4885 Telecopier No.: (856) 533-7128 Email:investor.process@yesbank.com	$65,000,000.00	6.5%
Address for Notices: Manufacturers and Traders Trust Company 25 South Charlest Street, 19th Floor Baltimore, MD 21201 Attention:Derek Lynch Telephone No.: (410) 244-4576 Telecopier No.: (410) 244-4446 Email:dplynch@mtb.com Lending Office: Manufacturers and Traders Trust Company Attention:Scott Flower Telephone No.: (716) 848-3208 Telecopier No.: (888) 285-5880 Email:sflower@mtb.com	$50,000,000.00	5%
Address of Notices: Branch Banking and Trust Company 8200 Greensboro Drive, Suite 800 McLean, VA 22102 Attention:James Davis Telephone No.: (703) 442-5561 Telecopier No.: (703) 442-5544 Email:jedavis@bbandt.com Lending Office: Branch Banking and Trust Company Attention:Divina Tamayo Telephone No.: (703) 442-4038 Telecopier No.: (703) 442-5544 Email:dtamayo@bbandt.com	$45,000,000.00	4.5%
Address of Notices: Huntington National Bank 41 South High Street Columbus, OH 43215 Attention:Chad Lowe Telephone No.: (614) 480-5810 Telecopier No.: (877) 274-8593 Email:chad.lowe@huntington.com Lending Office: Huntington National Bank Attention:Debbie Cabungcal Telephone No.: (614) 480-1283 Telecopier No.: (614) 480-2249 Email: debbie.cabungcal@huntington.com	$35,000,000.00	3.5%

Address for Notices: Capital One Leverage Finance Corp. Address: 275 Broadhollow Road Melville, NY 11747 Attention:Dennis Hultgren Telephone No.: (631) 531-2782 Telecopier No.: (800) 986-0323 Email:dennis.hultgren@capitalone.com	$25,000,000.00	2.5%
Address for Notices: First Niagara Bank, N.A. 401 Plymouth Road, Suite 600 Plymouth Meeting, PA 19462 Attention:Thomas Keiser Telephone No.: (610) 832-1822 Telecopier No.: (484) 530-7317 Email: tom.keiser@fnfg.com Lending Office: First Niagara Bank, N.A. Attention:Paula Taggart Telephone No.: (716) 819-5754 Telecopier No.: (716) 819-5132 Email: paula.taggart@fnfg.com	$25,000,000.00	2.5%
Address for Notices: National Penn Bank 1000 Chesterbrook Boulevard, Suite 105 Berwyn, PA 19312 Attention:Alfred Doody Telephone No.: (610) 727-0651 Telecopier No.: (610) 640-3378 Email: alfred.doody@nationalpenn.com Lending Office: National Penn Bank Attention:Renee Dotts Telephone No.: (610) 369-6180 Telecopier No.: (610) 369-6415 Email: renee.dotts@nationalpenn.com	$20,000,000.00	2%
Address for Notices: The Northern Trust Company 50 South LaSalle, M-27 Chicago, IL 60603 Attention:Andrew Holtz Telephone No.: (312) 444-4243 Telecopier No.: (312) 557-1425 Email: Lending Office: The Northern Trust Company Attention:Heather Dreher Telephone No.: (312) 444-5419 Telecopier No.: (312) 630-1566 Email:	$20,000,000.00	2%
Address for Notices and Lending Office: UBS AG, Stamford Branch Attention:Banking Products Services Telephone No.: (203) 719-1797 Telecopier No.: (203) 719-3888 Email:sh-obp@ubs.com	$20,000,000.00	2%

Address for Notices: First Commonwealth Bank 437 Grant Street, Suite 1600 Pittsburgh, PA 15219 Attention: Lawrence C. Deihle Telephone No.: (412) 690-2203 Telecopier No.: (412) 690-2206 Email: LDeihle@fcbanking.com Lending Office: First Commonwealth Bank Attention: Lawrence C. Deihle Telephone No.: (412) 690-2203 Telecopier No.: (412) 690-2206 Email: LDeihle@fcbanking.com	$15,000,000.00	1.5%
Address of Notices: TriState Capital Bank One Oxford Centre, 27th Floor 301 Grant Street Pittsburgh, PA 15219 Attention: Loan Administration Telephone No: (412) 304-0304 Telecopier No.: (412) 304-0391 Email: gdiachiazza@tscbank.com Lending Office: TriState Capital Bank Attention: Loan Administration Telephone No: (412) 304-0304 Telecopier No.: (412) 304-0391 Email: gdiachiazza@tscbank.com	$10,000,000.00	1%
Address for Notices: Hua Nan Commercial Bank, Ltd. 707 Wilshire Blvd., Ste 3100 Los Angeles, CA 90017 Attention:Howard Hung Telephone No.: (213) 362-6666 Telecopier No.: (213) 362-6617 Email:howard.hung@hncbla.com	$10,000,000.00	1%
Address for Notices: Mega International Commercial Bank Co. Ltd. Los Angeles Branch 445 S. Figueroa ST., #1900 Los Angeles, CA 90071 Attention:Angela Sheu Telephone No.: (213) 426-3872 Telecopier No.: (213) 489-1160 Email:icbcloan@pacbell.net	$10,000,000.00	1%

Address for Notices: Taiwan Business Bank Los Angeles Branch 633 W. 5th Street, Suite 2280 Los Angeles, CA 90071 Attention:Chung Lo Telephone No.: (213) 892-1260 Telecopier No.: (213) 892-1270 Email:credit@tbbla.com Lending Office: Taiwan Business Bank Los Angeles Branch Attention:Flora Chen Telephone No: (213) 892-1260 Telecopier No.: (213) 892-1270 Email: loandisburse@tbbla.com	$10,000,000.00	1%
Address for Notices: Taiwan Cooperative Bank Los Angeles Branch 601 S. Figueroa Street, Suite 3500 Los Angeles, CA 90017 Attention:Hogan Tsai Telephone No.: (213) 489-5433 Ext. 249 Telecopier No.: (213) 489-5195 Email: tcbla@tcbla.com	$10,000,000.00	1%
Address for Notices: Metro Bank 3801 Paxton Street Harrisburg, PA 17111 Attention:Harry Hayman, III Telephone No.: (717) 412-6162 Telecopier No.: Email: harry.hayman@mymetrobank.com Lending Office: Metro Bank Attention: Chris Leber Telephone No: (717) 412-6225 Telecopier No.: (717) 901-8220 Email: christopher.leber@mymetrobank.com	$5,000,000.00	0.5%
Address for Notices: Republic First Bank 50 South 16th Street Philadelphia, PA Attention:Stephen McWilliams Telephone No.: (215) 360-5159 Telecopier No.: (215) 735-5373 Email: smcwilliams@myrepublicbank.com Lending Office: Republic First Bank Attention:Judy Rose Telephone No: (215) 430-5888 Telecopier No.: (215) 735-5373 Email: jrose@myrepublicbank.com	$5,000,000.00	0.5%
Total	$1,000,000,000	100%

SCHEDULE 1.1(B)

COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES

Part 2 - Addresses for Notices to Agent, Borrower and Guarantors:

ADMINISTRATIVE AGENT:

NamePNC BANK, NATIONAL ASSOCIATION

Address:1600 Market Street, 22nd Floor

Philadelphia, PA 19103

Attention:John T. Wilden, Senior Vice President

Telephone: (215) 585-4326

Telecopy: (215) 585-4144

E-mail: john.wilden@pnc.com

With a Copy to:

NamePNC BANK, NATIONAL ASSOCIATION

Address:500 First Avenue

Pittsburgh, PA 15219

Attention:Rini Davis, Agency Services

Telephone: (412) 762-7638

Telecopy: (412) 762-8672

E-mail: rini.davis@pnc.com

ALL BORROWERS:

Address:c/o Triumph Group, Inc.

899 Cassatt Road

Suite 210

Berwyn, PA 19312

Attention:M. David Kornblatt

Telephone:(610) 251-1000

Telecopy:(610) 251-1555

E-mail: dkornblatt@triumphgroup.com

ALL GUARANTORS:

Address:c/o Triumph Group, Inc.

899 Cassatt Road

Suite 210

Berwyn, PA 19312

Attention:M. David Kornblatt

Telephone:(610) 251-1000

Telecopy:(610) 251-1555

E-mail: dkornblatt@triumphgroup.com

PHL#3322994-v-86

PHL#3322994-v-8

EXHIBIT 1.1(P)

Pricing Grid

	LEVEL I	LEVEL II	LEVEL III	LEVEL IV	LEVEL V
Basis for Pricing	If the Total Leverage Ratio is less than or equal to 2.00 to 1.	If the Total Leverage Ratio is greater than 2.00 to 1 but less than or equal to 2.50 to 1.	If the Total Leverage Ratio is greater than 2.50 to 1 but less than or equal to 3.00 to 1.	If the Total Leverage Ratio is greater than 3.00 to 1 but less than or equal to 3.50 to 1.	If the Total Leverage Ratio is greater than 3.50 to 1.
Commitment Fee	30	35	40	45	50
Euro-Rate plus	150	175	200	225	275
Base Rate plus	50	75	100	125	175
Letter of Credit Fee	150	175	200	225	275

(1) All prices are expressed in basis points per annum; basis points in "Euro-Rate" and "Base Rate" rows represent margins added to those rates in computing the interest rate(s) payable on the Revolving Credit Loans. Pricing levels are determined quarterly on the basis of the Total Leverage Ratio set forth in the compliance certificates submitted under Section 7.3.3. which shall be on a pro forma basis to take into account acquisitions made during such quarter, as more specifically described in Section 7.2.6(ii) and the requirements set forth in the definition of Consolidated Adjusted EBITDA. Changes in pricing levels will become effective on the date such compliance certificate is due to be delivered pursuant to Section 7.3.3, except that any changes in pricing levels relating to outstanding Borrowing Tranches of Loans in an Optional Currency shall be effective upon the expiration of the current Interest Period with respect to such Borrowing Tranches.

(1) Pricing as of the Closing Date shall be set at Level II and remain at such Level II until the date upon which the first compliance certificate immediately following the Closing Date is due to be delivered pursuant to Section 7.3.3.

(2) If, as a result of any restatement of or other adjustment to the financial statements of TGI or for any other reason, the Borrowers or the Banks determine that (i) the Total Leverage Ratio as calculated by the Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Total Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Banks, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Bank or the Administrative Agent, as Letter of Credit issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of Administrative Agent, any Bank or the Administrative Agent, as Letter of Credit issuer, as the case may be, under Sections 2.8 [Letter of Credit Subfacility] or 3.3 [Interest After Default] or 8 [Default]. The Borrowers' obligations under this paragraph shall survive the termination of the Commitments and the repayments of all other Obligations hereunder.

(3) Notwithstanding anything hereinabove in this Schedule to the contrary, if Consolidated Adjusted EBITDA is zero or negative, Level V pricing shall apply.

EXHIBIT 4.8.6(A)

[FORM OF]

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of [ ] (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among [ ], and each lender from time to time party thereto.

Pursuant to the provisions of Section 4.8 [Taxes] of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]
By:
	Name:
	Title:

Date: ________ __, 20[ ]

EXHIBIT 4.8.6(B)

[FORM OF]

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of [ ] (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among [ ], and each lender from time to time party thereto.

Pursuant to the provisions of Section 4.8 [Taxes] of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code].

The undersigned has furnished its participating Bank with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Bank in writing, and (2) the undersigned shall have at all times furnished such Bank with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:

Date: ________ __, 20[ ]

EXHIBIT 4.8.6 (C)

[FORM OF]

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of [ ] (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among [ ], and each lender from time to time party thereto.

Pursuant to the provisions of Section 4.8 [Taxes] of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Bank with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Bank and (2) the undersigned shall have at all times furnished such Bank with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:

Date: ________ __, 20[ ]

EXHIBIT 4.8.6 (D)

[FORM OF]

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of [ ] (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among [ ], and each lender from time to time party thereto.

Pursuant to the provisions of Section 4.8 [Taxes] of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]
By:
	Name:
	Title:

Date: ________ __, 20[ ]

EX-23.1

Exhibit 23.1

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

1) Registration Statements (Form S-8 No. 333-36957 and Form S-8 No. 333-50056) pertaining to the 1996 Stock Option Plan of Triumph Group, Inc.,

2) Registration Statements (Form S-8 No. 333-81665 and Form S-8 No. 333-134861) pertaining to the Amended and Restated Directors' Stock Incentive Plan of Triumph Group, Inc.,

3) Registration Statement (Form S-8 No. 333-125888) pertaining to the 2004 Stock Incentive Plan of Triumph Group, Inc.,

4) Registration Statement (Form S-3 No. 333-174289) of Triumph Group, Inc.;

of our reports dated May 25, 2012, with respect to the consolidated financial statements and schedule of Triumph Group, Inc. and the effectiveness of internal control over financial reporting of Triumph Group, Inc. included in this Annual Report (Form 10-K) of Triumph Group, Inc. for the year ended March 31, 2012.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

May 25, 2012

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF

THE SECURITIES AND EXCHANGE ACT OF 1934

I, Richard C. Ill, certify that:

1. I have reviewed this annual report on Form 10-K of Triumph Group, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: May 25, 2012

/s/ RICHARD C. ILL  

Richard C. Ill

Chairman and Chief Executive Officer (Principal

Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF

THE SECURITIES AND EXCHANGE ACT OF 1934

I, M. David Kornblatt, certify that:

1. I have reviewed this annual report on Form 10-K of Triumph Group, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: May 25, 2012

/s/ M. DAVID KORNBLATT  

M. David Kornblatt

Executive Vice President, Chief Financial Officer and

Treasurer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Triumph Group, Inc. (the "Company") on Form 10-K for the year ended March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Richard C. Ill, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ RICHARD C. ILL
	Richard C. Ill Chairman and Chief Executive Officer (Principal Executive Officer)
	May 25, 2012

________________________________________________________________________________________________________________________

A signed original of this written statement required by Section 906 has been provided to Triumph Group, Inc. and will be retained by Triumph Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Triumph Group, Inc. (the "Company") on Form 10-K for the year ended March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, M. David Kornblatt, Executive Vice President, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ M. DAVID KORNBLATT
	M. David Kornblatt Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
	May 25, 2012

________________________________________________________________________________________________________________________

A signed original of this written statement required by Section 906 has been provided to Triumph Group, Inc. and will be retained by Triumph Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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ACQUISITIONS (Tables)

12 Months Ended

Mar. 31, 2012

Mar. 31, 2011

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

	October 31, 2011
Trade and other receivables	$	625
Inventory	545
Prepaid expenses and other	12
Property and equipment	264
Goodwill	3,753
Intangible assets	4,222
Total assets	$	9,421
Accounts payable	$	79
Accrued expenses	44
Deferred tax liabilities	118
Other noncurrent liabilities	1,926
Total liabilities	$	2,167

	June 16, 2010
Cash	$	214,833
Accounts receivable	165,789
Inventory	410,279
Prepaid expenses and other	4,850
Property and equipment	375,229
Goodwill	1,026,763
Intangible assets	807,000
Deferred tax assets	244,895
Other assets	384
Total assets	$	3,250,022
Accounts payable	$	143,995
Accrued expenses	269,492
Deferred tax liabilities	4,674
Debt	590,710
Acquired contract liabilities, net	124,548
Accrued pension and other postretirement benefits, noncurrent	993,189
Other noncurrent liabilities	70,597
Total liabilities	$	2,197,205

Schedule of pro forma impact of the Vought acquisition

	Fiscal year ended
	March 31, 2011
Net sales	$	3,269,413
Income from continuing operations	154,999
Income from continuing operations—basic	$	3.22
Income from continuing operations—diluted	$	3.07

Schedule of actual results of acquiree since acquisition date[Table Text Block]

	Fiscal year ended
	March 31, 2011
Net sales	$	1,527,326
Operating income	$	161,629

Acquisitions

Schedule of Business Acquisitions by Acquisition, Equity Interest Issued or Issuable [Table Text Block]

(in thousands, except share and per share amounts)	Shares		Estimated Fair Value		Form of Consideration
Number of Triumph shares issued to Vought shareholders	14,992,330
Triumph share price as of the acquisition date	$	33.68	$	504,867	Triumph common stock
Cash consideration transferred to Vought shareholders			547,950		Cash
Total fair value of consideration transferred			$	1,052,817

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SEGMENTS (Tables)

12 Months Ended

Mar. 31, 2012

Financial information of reportable segment and the reconciliation of EBITDA to operating income

Schedule of selected financial information for each reportable segment and the reconciliation of EBITDA to operating income

	Year Ended March 31,
	2012			2011			2010
Net sales:
Aerostructures	$	2,571,576		$	2,126,040		$	605,423
Aerospace systems	551,800			513,435			473,409
Aftermarket services	292,674			272,728			224,663
Elimination of inter-segment sales	(8,121		)	(6,855		)	(8,715		)
	$	3,407,929		$	2,905,348		$	1,294,780
Income before income taxes:
Operating income (loss):
Aerostructures	$	403,414		$	267,783		$	102,271
Aerospace systems	90,035			75,292			68,069
Aftermarket services	31,859			28,774			11,226
Corporate	(10,593		)	(57,813		)	(26,285		)
	514,715			314,036			155,281
Interest expense and other	77,138			79,559			28,865
Gain on early extinguishment of debt	—			—			(39		)
	$	437,577		$	234,477		$	126,455
Depreciation and amortization:
Aerostructures	$	89,113		$	69,451		$	24,025
Aerospace systems	17,363			17,183			16,804
Aftermarket services	9,487			11,101			12,855
Corporate	3,761			1,922			734
	$	119,724		$	99,657		$	54,418
Amortization of acquired contract liabilities, net:
Aerostructures	$	26,684		$	29,214		$	—
EBITDA:
Aerostructures	$	465,843		$	308,020		$	126,296
Aerospace systems	107,398			92,475			84,873
Aftermarket services	41,346			39,875			24,081
Corporate	(47,232		)	(55,891		)	(25,551		)
	$	567,355		$	384,479		$	209,699

	Year Ended March 31,
	2012		2011		2010
Capital expenditures:
Aerostructures	$	64,633	$	57,390	$	9,107
Aerospace systems	14,747		11,534		11,136
Aftermarket services	8,682		4,656		3,895
Corporate	5,907		16,445		7,527
	$	93,969	$	90,025	$	31,665

Reconciliation of Assets from Segment to Consolidated [Table Text Block]

	March 31,
	2012		2011
Total Assets:
Aerostructures	$	3,593,091	$	3,509,750
Aerospace systems	556,485		554,235
Aftermarket services	317,440		307,413
Corporate	87,741		101,262
Discontinued operations	—		4,574
	$	4,554,757	$	4,477,234

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INCOME TAXES INCOME TAXES (Tables)

12 Months Ended

Mar. 31, 2012

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]

	Year ended March 31,
	2012		2011		2010
Foreign	$	10,200	$	10,423	$	5,086
Domestic	427,377		224,054		121,369
	$	437,577	$	234,477	$	126,455

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

	Year ended March 31,
	2012			2011			2010
Current:
Federal	$	2,012		$	(2,955	)	$	30,095
State	352			1,331			2,819
Foreign	138			1,607			729
	2,502			(17		)	33,643
Deferred:
Federal	137,642			74,084			6,790
State	16,359			7,999			472
Foreign	(548		)	—			262
	153,453			82,083			7,524
	$	155,955		$	82,066		$	41,167

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

	Year ended March 31,
	2012		2011		2010
Statutory federal income tax rate	35.0	%	35.0	%	35.0	%
State and local income taxes, net of federal tax benefit	2.5		2.6		2.1
Miscellaneous permanent items and nondeductible accruals	(0.8	)	0.1		0.1
Research and development tax credit	(0.7	)	(1.4	)	(2.4	)
Foreign tax credits	(0.1	)	—		(0.1	)
Domestic production tax benefits	—		—		(1.9	)
Other	(0.3	)	(1.3	)	(0.9	)
Effective income tax rate	35.6	%	35.0	%	31.9	%

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

	March 31,
	2012			2011
Deferred tax assets:
Net operating loss carryforwards	$	144,616		$	190,724
Inventory	13,126			11,635
Accruals and reserves	56,033			55,224
Pension and other postretirement benefits	302,262			300,210
Acquired contract liabilities, net	25,960			36,100
Other	2,796			717
	544,793			594,610
Valuation allowance	(347		)	(734		)
Net deferred tax assets	544,446			593,876
Deferred tax liabilities:
Long-term contract accounting	154,846			134,854
Property and equipment	153,086			128,589
Goodwill and other intangible assets	331,296			331,288
Prepaid expenses and other	20,802			23,419
	660,030			618,150
Net deferred tax liabilities	$	115,584		$	24,274

Summary of Income Tax Contingencies [Table Text Block]

Ending Balance—March 31, 2010	$	4,169
Additions for tax positions related to the current year	517
Additions for tax positions of prior years	629
Additions for the acquisition of Vought	5,151
Reductions for tax positions of prior years	(2,502		)
Reductions as a result of a lapse of statute of limitations	—
Settlements	(1,027		)
Ending Balance—March 31, 2011	6,937
Additions for tax positions related to the current year	345
Additions for tax positions of prior years	—
Reductions for tax positions of prior years	(149		)
Reductions as a result of a lapse of statute of limitations	—
Settlements	—
Ending Balance—March 31, 2012	$	7,133

XML

GOODWILL AND OTHER INTANGIBLE ASSETS Schedule Of Finite-Lived And Indefinite-Lived Intangible Assets By Major Class (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Accumulated Amortization	$ (100,481)	$ (108,640)
Intangible Assets (Excluding Goodwill), Gross	930,157	968,260
Intangible assets, net	829,676	859,620
Amortization of Intangible Assets	33,913	30,766	14,703
Future Amortization Expense, Year One	39,969
Future Amortization Expense, Year Two	32,061
Future Amortization Expense, Year Three	31,140
Future Amortization Expense, Year Four	31,140
Future Amortization Expense, Year Five	27,576
Future Amortization Expense, after Year Five	242,790
Customer Relationships [Member]
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Weighted-Average Useful Life	16.3	16.4
Finite-Lived Intangible Assets, Gross	460,054	456,282
Finite-Lived Intangible Assets, Accumulated Amortization	(70,169)	(40,657)
Finite-Lived Intangible Assets, Net	389,885	415,625
Licensing Agreements [Member]
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Weighted-Average Useful Life	12.0	12.0
Finite-Lived Intangible Assets, Gross	37,776	73,739
Finite-Lived Intangible Assets, Accumulated Amortization	(24,208)	(56,640)
Finite-Lived Intangible Assets, Net	13,568	17,099
Non-Compete Agreements and Other [Member]
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Weighted-Average Useful Life	13.0	12.7
Finite-Lived Intangible Assets, Gross	7,327	13,239
Finite-Lived Intangible Assets, Accumulated Amortization	(6,104)	(11,343)
Finite-Lived Intangible Assets, Net	1,223	1,896
Trade Names [Member]
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]
Indefinite-lived Intangible Assets	$ 425,000	$ 425,000

XML

SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS (Tables)

12 Months Ended

Mar. 31, 2012

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Summary of consolidating balance sheets

	March 31, 2012
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Current assets:
Cash and cash equivalents	$	7,969		$	2,237	$	19,456		$	—		$	29,662
Trade and other receivables, net	225			209,146		231,237			—			440,608
Inventories	—			789,913		28,043			—			817,956
Rotable assets	—			24,468		10,086			—			34,554
Deferred income taxes	—			72,259		—			—			72,259
Prepaid expenses and other	5,956			13,156		4,232			—			23,344
Total current assets	14,150			1,111,179		293,054			—			1,418,383
Property and equipment, net	10,444			674,036		48,900			—			733,380
Goodwill and other intangible assets, net	1,006			2,326,112		48,932			—			2,376,050
Other, net	25,060			1,488		396			—			26,944
Intercompany investments and advances	555,684			318,713		1,957			(876,354		)	—
Total assets	$	606,344		$	4,431,528	$	393,239		$	(876,354	)	$	4,554,757
Current liabilities:
Current portion of long-term debt	$	128,996		$	13,241	$	—		$	—		$	142,237
Accounts payable	2,548			257,136		6,440			—			266,124
Accrued expenses	46,123			256,413		9,084			—			311,620
Total current liabilities	177,667			526,790		15,524			—			719,981
Long-term debt, less current portion	847,049			49,576		120,000			—			1,016,625
Intercompany debt	(2,227,499		)	2,032,973		194,526			—			—
Accrued pension and other postretirement benefits, noncurrent	7,119			693,006		—			—			700,125
Deferred income taxes and other	8,639			317,362		(1,344		)	—			324,657
Total stockholders' equity	1,793,369			811,821		64,533			(876,354		)	1,793,369
Total liabilities and stockholders' equity	$	606,344		$	4,431,528	$	393,239		$	(876,354	)	$	4,554,757

SUMMARY CONSOLIDATING BALANCE SHEETS:

	March 31, 2011
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Current assets:
Cash and cash equivalents	$	17,270		$	1,753	$	20,305		$	—		$	39,328
Trade and other receivables, net	—			155,126		219,365			—			374,491
Inventories	—			750,311		31,403			—			781,714
Rotable assets	—			22,032		4,575			—			26,607
Deferred income taxes	—			68,536		—			—			68,536
Prepaid and other	7,514			9,967		660			—			18,141
Assets held for sale	—			4,574		—			—			4,574
Total current assets	24,784			1,012,299		276,308			—			1,313,391
Property and equipment, net	38,028			680,929		15,922			—			734,879
Goodwill and other intangible assets, net	1,677			2,336,735		51,788			—			2,390,200
Other, net	36,767			1,752		245			—			38,764
Intercompany investments and advances	673,212			65,510		4,199			(742,921		)	—
Total assets	$	774,468		$	4,097,225	$	348,462		$	(742,921	)	$	4,477,234
Current liabilities:
Current portion of long-term debt	$	180,669		$	17,177	$	102,406		$	—		$	300,252
Accounts payable	4,259			247,002		11,455			—			262,716
Accrued expenses	44,887			257,518		10,949			—			313,354
Liabilities related to assets held for sale	—			431		—			—			431
Total current liabilities	229,815			522,128		124,810			—			876,753
Long-term debt, less current portion	955,009			56,743		—			—			1,011,752
Intercompany debt	(2,060,150		)	1,916,421		143,729			—			—
Accrued pension and other postretirement benefits, noncurrent	5,906			687,502		—			—			693,408
Deferred income taxes and other	11,671			252,849		(1,416		)	—			263,104
Total stockholders' equity	1,632,217			661,582		81,339			(742,921		)	1,632,217
Total liabilities and stockholders' equity	$	774,468		$	4,097,225	$	348,462		$	(742,921	)	$	4,477,234

Condensed consolidating statements of income

	Fiscal year ended March 31, 2012
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net sales	$	—		$	3,310,929		$	104,229		$	(7,229	)	$	3,407,929
Operating costs and expenses:
Cost of sales	—			2,492,513			79,711			(7,229		)	2,564,995
Selling, general and administrative	33,936			190,145			18,472			—			242,553
Acquisition-related	6,342			—			—			—			6,342
Curtailment gain	(40,400		)	—			—			—			(40,400		)
Depreciation and amortization	1,933			112,477			5,314			—			119,724
	1,811			2,795,135			103,497			(7,229		)	2,893,214
Operating (loss) income	(1,811		)	515,794			732			—			514,715
Intercompany interest and charges	(188,865		)	185,282			3,583			—			—
Interest expense and other	75,959			4,322			(3,143		)	—			77,138
Income from continuing operations, before income taxes	111,095			326,190			292			—			437,577
Income tax expense	22,467			133,371			117			—			155,955
Income from continuing operations	88,628			192,819			175			—			281,622
Loss on discontinued operations, net	—			(765		)	—			—			(765		)
Net income	88,628			192,054			175			—			280,857
Other comprehensive income (loss)	232			(127,157		)	(2,852		)	—			(129,777		)
Total comprehensive income	$	88,860		$	64,897		$	(2,677	)	$	—		$	151,080

CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME:

	Fiscal year ended March 31, 2011
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net sales	$	—		$	2,813,506		$	97,630		$	(5,788	)	$	2,905,348
Operating costs and expenses:
Cost of sales	—			2,169,678			67,974			(5,788		)	2,231,864
Selling, general and administrative	34,989			189,486			14,414			—			238,889
Acquisition-related	20,902			—			—			—			20,902
Depreciation and amortization	1,922			94,235			3,500			—			99,657
	57,813			2,453,399			85,888			(5,788		)	2,591,312
Operating (loss) income	(57,813		)	360,107			11,742			—			314,036
Intercompany interest and charges	(163,530		)	160,290			3,240			—			—
Interest expense and other	74,343			8,292			(3,076		)	—			79,559
Income from continuing operations, before income taxes	31,374			191,525			11,578			—			234,477
Income tax expense	11,758			69,121			1,187			—			82,066
Income from continuing operations	19,616			122,404			10,391			—			152,411
Loss on discontinued operations, net	—			(2,512		)	—			—			(2,512		)
Net income	19,616			119,892			10,391			—			149,899
Other comprehensive income	1,188			114,780			3,798			—			119,766
Total comprehensive income	$	20,804		$	234,672		$	14,189		$	—		$	269,665

CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME:

	Fiscal year ended March 31, 2010
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
Net sales	$	—		$	1,227,738		$	79,029	$	(11,987	)	$	1,294,780
Operating costs and expenses:
Cost of sales	—			881,828			57,370		(11,987		)	927,211
Selling, general and administrative	25,551			122,521			9,798		—			157,870
Depreciation and amortization	734			50,668			3,016		—			54,418
	26,285			1,055,017			70,184		(11,987		)	1,139,499
Operating (loss) income	(26,285		)	172,721			8,845		—			155,281
Intercompany interest and charges	(87,564		)	87,092			472		—			—
Interest expense and other	23,415			3,529			1,921		—			28,865
Gain on extinguishment of debt	(39		)	—			—		—			(39		)
Income from continuing operations, before income taxes	37,903			82,100			6,452		—			126,455
Income tax expense	9,365			30,188			1,614		—			41,167
Income from continuing operations	28,538			51,912			4,838		—			85,288
Loss on discontinued operations, net	—			(17,526		)	—		—			(17,526		)
Net income	28,538			34,386			4,838		—			67,762
Other comprehensive income (loss)	740			(17		)	2,215		—			2,938
Total comprehensive income	$	29,278		$	34,369		$	7,053	$	—		$	70,700

Condensed consolidating statements of cash flows

	Fiscal year ended March 31, 2012
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated Total
Net income	$	88,628		$	192,054		$	175		$	—	$	280,857
Adjustments to reconcile net income to net cash provided by (used in) operating activities	(22,063		)	(16,455		)	(14,558		)	—		(53,076		)
Net cash provided by (used in) operating activities	66,565			175,599			(14,383		)	—		227,781
Capital expenditures	(2,891		)	(85,441		)	(5,637		)	—		(93,969		)
Reimbursements of capital expenditures	—			3,437			—			—		3,437
Proceeds from sale of assets and businesses	4,952			3,690			116			—		8,758
Cash used for businesses and intangible assets acquired	—			11,951			—			—		11,951
Net cash provided by (used in) investing activities	2,061			(66,363		)	(5,521		)	—		(69,823		)
Net increase in revolving credit facility	235,000			—			—			—		235,000
Proceeds on issuance of debt	—			5,853			86,400			—		92,253
Retirements and repayments of debt	(398,908		)	(16,857		)	(68,773		)	—		(484,538		)
Payments of deferred financing costs	(3,999		)	—			—			—		(3,999		)
Dividends paid	(6,899		)	—			—			—		(6,899		)
Repayment of governmental grant	—			(2,180		)	—			—		(2,180		)
Repurchase of restricted shares for minimum tax obligation	(609		)	—			—			—		(609		)
Proceeds from exercise of stock options, including excess tax benefit	4,721			—			—			—		4,721
Intercompany financing and advances	92,767			(95,568		)	2,801			—		—
Net cash (used in) provided by financing activities	(77,927		)	(108,752		)	20,428			—		(166,251		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(1,373		)	—		(1,373		)
Net change in cash and cash equivalents	(9,301		)	484			(849		)	—		(9,666		)
Cash and cash equivalents at beginning of year	17,270			1,753			20,305			—		39,328
Cash and cash equivalents at end of year	$	7,969		$	2,237		$	19,456		$	—	$	29,662

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:

	Fiscal year ended March 31, 2011
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated Total
Net income	$	19,616		$	119,892		$	10,391		$	—	$	149,899
Adjustments to reconcile net income to net cash provided by (used in) operating activities	34,398			(14,850		)	(27,143		)	—		(7,595		)
Net cash provided by (used in) operating activities	54,014			105,042			(16,752		)	—		142,304
Capital expenditures	(16,445		)	(72,237		)	(1,343		)	—		(90,025		)
Proceeds from sale of assets and businesses	—			4,156			57			—		4,213
Cash used for businesses and intangible assets acquired	—			(333,228		)	—			—		(333,228		)
Net cash used in investing activities	(16,445		)	(401,309		)	(1,286		)	—		(419,040		)
Net increase in revolving credit facility	85,000			—			—			—		85,000
Proceeds on issuance of debt	695,695			10			150,400			—		846,105
Retirements and repayments of debt	(593,104		)	(25,761		)	(126,987		)	—		(745,852		)
Payments of deferred financing costs	(22,790		)	—			—			—		(22,790		)
Dividends paid	(3,574		)	—			—			—		(3,574		)
Repayment of governmental grant	—			(1,695		)	—			—		(1,695		)
Repurchase of restricted shares for minimum tax obligation	(1,861		)	—			—			—		(1,861		)
Proceeds from exercise of stock options, including excess tax benefit	3,034			—			—			—		3,034
Intercompany financing and advances	(331,136		)	323,754			7,382			—		—
Net cash (used in) provided by financing activities	(168,736		)	296,308			30,795			—		158,367
Effect of exchange rate changes on cash and cash equivalents	—			—			479			—		479
Net change in cash and cash equivalents	(131,167		)	41			13,236			—		(117,890		)
Cash and cash equivalents at beginning of year	148,437			1,712			7,069			—		157,218
Cash and cash equivalents at end of year	$	17,270		$	1,753		$	20,305		$	—	$	39,328

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:

	Fiscal year ended March 31, 2010
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated Total
Net income	$	28,538		$	34,386		$	4,838		$	—	$	67,762
Adjustments to reconcile net income to net cash provided by operating activities	23,247			73,207			5,432			—		101,886
Net cash provided by operating activities	51,785			107,593			10,270			—		169,648
Capital expenditures	(1,815		)	(22,900		)	(6,950		)	—		(31,665		)
Proceeds from sale of assets and businesses	—			614			1			—		615
Cash used for businesses and intangible assets acquired	—			(27,674		)	(3,819		)	—		(31,493		)
Net cash used in investing activities	(1,815		)	(49,960		)	(10,768		)	—		(62,543		)
Net decrease in revolving credit facility	(127,730		)	—			—			—		(127,730		)
Proceeds on issuance of debt	172,477			14,453			—			—		186,930
Retirements and repayments of debt	(4,446		)	(9,262		)	(103		)	—		(13,811		)
Payments of deferred financing costs	(8,344		)	—			—			—		(8,344		)
Dividends paid	(2,666		)	—			—			—		(2,666		)
Withholding of restricted shares for minimum tax obligation	(470		)	—			—			—		(470		)
Proceeds from exercise of stock options, including excess tax benefit	1,367			—			—			—		1,367
Intercompany financing and advances	64,458			(66,569		)	2,111			—		—
Net cash (used in) provided by financing activities	94,646			(61,378		)	2,008			—		35,276
Effect of exchange rate changes on cash and cash equivalents	—			—			359			—		359
Net change in cash and cash equivalents	144,616			(3,745		)	1,869			—		142,740
Cash and cash equivalents at beginning of year	3,821			5,457			5,200			—		14,478
Cash and cash equivalents at end of year	$	148,437		$	1,712		$	7,069		$	—	$	157,218

XML

INCOME TAXES SUMMARY OF PRETAX INCOME BY JURISDICTION (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Income Tax Examination [Line Items]
Income (loss) from continuing operations, before income taxes	$ 437,577	$ 234,477	$ 126,455
Foreign Country [Member]
Income Tax Examination [Line Items]
Income (loss) from continuing operations, before income taxes	10,200	10,423	5,086
Domestic Country [Member]
Income Tax Examination [Line Items]
Income (loss) from continuing operations, before income taxes	$ 427,377	$ 224,054	$ 121,369

XML

Valuation and Qualifying Accounts Valuation and Qualifying Accounts (Details) (Allowance for Doubtful Accounts [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Allowance for Doubtful Accounts [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Valuation Allowances and Reserves, Balance (period start)	$ 3,196	$ 4,276	$ 5,641
Valuation Allowances and Reserves, Charged to Cost and Expense	1,282	152	773
Valuation Allowances and Reserves, Adjustments	528	16	699
Valuation Allowances and Reserves, Deductions	(1,106)	(1,248)	(2,837)
Valuation Allowances and Reserves, Balance (period end)	$ 3,900	$ 3,196	$ 4,276

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LONG-TERM DEBT (Tables)

12 Months Ended

Mar. 31, 2012

Debt Disclosure [Abstract]

Schedule of long-term debt

	March 31,
	2012		2011
Revolving credit facility	$	320,000	$	85,000
Receivable securitization facility	120,000		100,000
Equipment leasing facility	61,301		67,822
Term loan credit agreement	—		346,731
Secured promissory notes	—		7,505
Senior subordinated notes due 2017	173,061		172,801
Senior notes due 2018	347,867		347,623
Convertible senior subordinated notes	128,655		176,544
Other debt	7,978		7,978
	1,158,862		1,312,004
Less: current portion	142,237		300,252
	$	1,016,625	$	1,011,752

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RELATED PARTIES

12 Months Ended

Mar. 31, 2012

Related Party Transactions [Abstract]

RELATED PARTIES

RELATED PARTY TRANSACTIONS

The Company has commercial relationships with Wesco Aircraft Hardware Corp ("Wesco") and Sequa Corporation ("Sequa"). Wesco is a distributor of aerospace hardware and provider of inventory management services under which Wesco provides aerospace hardware to the Company pursuant to long-term contracts. Sequa is a diversified aerospace and industrial company comprised of six businesses with leading positions in niche markets. The Carlyle Group owns a majority stake in both Wesco and Sequa and is the Company's largest stockholder since the acquisition of Vought. The Carlyle Group may indirectly benefit from its economic interests in Wesco and Sequa from its contractual relationships with the Company.

The total amounts paid to Wesco pursuant to the Company's respective contracts for the fiscal years ended March 31, 2012 and 2011 were $48,563 and $35,504, respectively. As of March 31, 2012, the Company had accounts payable to Wesco of $5,047.

The total amounts paid to Sequa pursuant to the Company's respective contracts for the fiscal years ended March 31, 2012 and 2011 were $6,983 and $285, respectively. The Company also had net sales to Sequa of $5,760 and $5,639 for the fiscal years ended March 31, 2012 and 2011, respectively. As of March 31, 2012, the Company had accounts payable to Sequa of $83, as well as accounts receivable of $1,538.

XML

INCOME TAXES COMPONENTS OF INCOME TAX PROVISION (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Income Tax Disclosure [Abstract]
Current Federal Tax Expense (Benefit)	$ 2,012	$ (2,955)	$ 30,095
Current State and Local Tax Expense (Benefit)	352	1,331	2,819
Current Foreign Tax Expense (Benefit)	138	1,607	729
Current Income Tax Expense (Benefit)	2,502	(17)	33,643
Deferred Federal Income Tax Expense (Benefit)	137,642	74,084	6,790
Deferred State and Local Income Tax Expense (Benefit)	16,359	7,999	472
Deferred Foreign Income Tax Expense (Benefit)	(548)	0	262
Deferred Income Tax Expense (Benefit)	153,453	82,083	7,524
Income tax expense	$ 155,955	$ 82,066	$ 41,167

XML

LONG-TERM DEBT (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Mar. 31, 2011
Long-term debt
Long-term debt	$ 1,158,862	$ 1,312,004
Less current portion	142,237	300,252
Long-term debt, Net	1,016,625	1,011,752
Revolving credit facility
Long-term debt
Long-term debt	320,000	85,000
Receivable securitization facility
Long-term debt
Long-term debt	120,000	100,000
Equipment leasing facility and other capital leases
Long-term debt
Long-term debt	61,301	67,822
Term loan credit agreement
Long-term debt
Long-term debt	0	346,731
Secured promissory notes
Long-term debt
Long-term debt	0	7,505
Senior subordinated notes due 2017
Long-term debt
Long-term debt	173,061	172,801
Senior notes due 2018
Long-term debt
Long-term debt	347,867	347,623
Convertible senior subordinated notes
Long-term debt
Long-term debt	128,655	176,544
Other debt
Long-term debt
Long-term debt	$ 7,978	$ 7,978

XML

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS BENEFIT PLAN ASSETS (Details) (USD $)			12 Months Ended																			12 Months Ended									12 Months Ended																																																																																										12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2013 Alternative Investments [Member]	Mar. 31, 2012 Alternative Investments [Member]	Mar. 31, 2011 Alternative Investments [Member]	Mar. 31, 2012 Cash and Cash Equivalents [Member]	Mar. 31, 2011 Cash and Cash Equivalents [Member]	Mar. 31, 2012 Cash and Cash Equivalents [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2011 Cash and Cash Equivalents [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2012 Cash and Cash Equivalents [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2011 Cash and Cash Equivalents [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2012 Cash and Cash Equivalents [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2011 Cash and Cash Equivalents [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2012 International Equity Securities [Member]	Mar. 31, 2011 International Equity Securities [Member]	Mar. 31, 2012 International Equity Securities [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2011 International Equity Securities [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2012 International Equity Securities [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2011 International Equity Securities [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2012 International Equity Securities [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2011 International Equity Securities [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2013 Equity Securities [Member]	Mar. 31, 2012 Equity Securities [Member]	Mar. 31, 2011 Equity Securities [Member]	Mar. 31, 2012 Equity Securities [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2011 Equity Securities [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2012 Equity Securities [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2011 Equity Securities [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2012 Equity Securities [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2011 Equity Securities [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2013 Fixed Income Securities [Member]	Mar. 31, 2012 Fixed Income Securities [Member]	Mar. 31, 2011 Fixed Income Securities [Member]	Mar. 31, 2012 Equity Funds [Member]	Mar. 31, 2011 Equity Funds [Member]	Mar. 31, 2012 Equity Funds [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2011 Equity Funds [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2012 Equity Funds [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2011 Equity Funds [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2012 Equity Funds [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2011 Equity Funds [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2012 Equity Funds, Foreign [Member]	Mar. 31, 2011 Equity Funds, Foreign [Member]	Mar. 31, 2012 Equity Funds, Foreign [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2011 Equity Funds, Foreign [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2012 Equity Funds, Foreign [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2011 Equity Funds, Foreign [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2012 Equity Funds, Foreign [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2011 Equity Funds, Foreign [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2012 Corporate Bond Securities [Member]	Mar. 31, 2011 Corporate Bond Securities [Member]	Mar. 31, 2012 Corporate Bond Securities [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2011 Corporate Bond Securities [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2012 Corporate Bond Securities [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2011 Corporate Bond Securities [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2012 Corporate Bond Securities [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2011 Corporate Bond Securities [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2012 All Other Corporate Bonds [Member]	Mar. 31, 2011 All Other Corporate Bonds [Member]	Mar. 31, 2012 All Other Corporate Bonds [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2011 All Other Corporate Bonds [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2012 All Other Corporate Bonds [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2011 All Other Corporate Bonds [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2012 All Other Corporate Bonds [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2011 All Other Corporate Bonds [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2012 US Government Debt Securities [Member]	Mar. 31, 2011 US Government Debt Securities [Member]	Mar. 31, 2012 US Government Debt Securities [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2011 US Government Debt Securities [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2012 US Government Debt Securities [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2011 US Government Debt Securities [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2012 US Government Debt Securities [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2011 US Government Debt Securities [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2012 Fixed Income Funds [Member]	Mar. 31, 2011 Fixed Income Funds [Member]	Mar. 31, 2012 Fixed Income Funds [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2011 Fixed Income Funds [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2012 Fixed Income Funds [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2011 Fixed Income Funds [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2012 Fixed Income Funds [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2011 Fixed Income Funds [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2012 Collateralized Mortgage Backed Securities [Member]	Mar. 31, 2011 Collateralized Mortgage Backed Securities [Member]	Mar. 31, 2012 Collateralized Mortgage Backed Securities [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2011 Collateralized Mortgage Backed Securities [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2012 Collateralized Mortgage Backed Securities [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2011 Collateralized Mortgage Backed Securities [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2012 Collateralized Mortgage Backed Securities [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2011 Collateralized Mortgage Backed Securities [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2012 Fixed Income Investments [Member]	Mar. 31, 2011 Fixed Income Investments [Member]	Mar. 31, 2012 Fixed Income Investments [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2011 Fixed Income Investments [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2012 Fixed Income Investments [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2011 Fixed Income Investments [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2012 Fixed Income Investments [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2011 Fixed Income Investments [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2012 Derivative Financial Instruments, Assets [Member]	Mar. 31, 2011 Derivative Financial Instruments, Assets [Member]	Mar. 31, 2012 Derivative Financial Instruments, Assets [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2011 Derivative Financial Instruments, Assets [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2012 Derivative Financial Instruments, Assets [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2011 Derivative Financial Instruments, Assets [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2012 Derivative Financial Instruments, Assets [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2011 Derivative Financial Instruments, Assets [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2012 Private Equity Funds [Member]	Mar. 31, 2011 Private Equity Funds [Member]	Mar. 31, 2012 Private Equity Funds [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2011 Private Equity Funds [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2012 Private Equity Funds [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2011 Private Equity Funds [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2012 Private Equity Funds [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2011 Private Equity Funds [Member] Significant Unobservable Inputs (Level 3)	Jun. 16, 2010 Private Equity Funds [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2011 Real Estate Investment [Member]	Mar. 31, 2011 Real Estate Investment [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2011 Real Estate Investment [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2012 Real Estate Investment [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2011 Real Estate Investment [Member] Significant Unobservable Inputs (Level 3)	Jun. 16, 2010 Real Estate Investment [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2013 Other Investments [Member]	Mar. 31, 2012 Other Investments [Member]	Mar. 31, 2011 Other Investments [Member]	Mar. 31, 2012 Other Investments [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2011 Other Investments [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2012 Other Investments [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2011 Other Investments [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2012 Other Investments [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2011 Other Investments [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2012 Investment [Domain]	Mar. 31, 2011 Investment [Domain]	Mar. 31, 2012 Investment [Domain] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2011 Investment [Domain] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2012 Investment [Domain] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2011 Investment [Domain] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2012 Investment [Domain] Significant Unobservable Inputs (Level 3)	Mar. 31, 2011 Investment [Domain] Significant Unobservable Inputs (Level 3)	Mar. 31, 2012 Derivative Financial Instruments, Liabilities [Member]	Mar. 31, 2011 Derivative Financial Instruments, Liabilities [Member]	Mar. 31, 2012 Derivative Financial Instruments, Liabilities [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2011 Derivative Financial Instruments, Liabilities [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2012 Derivative Financial Instruments, Liabilities [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2011 Derivative Financial Instruments, Liabilities [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2012 Derivative Financial Instruments, Liabilities [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2011 Derivative Financial Instruments, Liabilities [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2012 Investment in Securities - Liabilities [Member]	Mar. 31, 2011 Investment in Securities - Liabilities [Member]	Mar. 31, 2012 Investment in Securities - Liabilities [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2011 Investment in Securities - Liabilities [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2012 Investment in Securities - Liabilities [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2011 Investment in Securities - Liabilities [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2012 Investment in Securities - Liabilities [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2011 Investment in Securities - Liabilities [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2012 Net Investment in Securities [Member]	Mar. 31, 2011 Net Investment in Securities [Member]	Mar. 31, 2012 Net Investment in Securities [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2011 Net Investment in Securities [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2012 Net Investment in Securities [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2011 Net Investment in Securities [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2012 Net Investment in Securities [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2011 Net Investment in Securities [Member] Significant Unobservable Inputs (Level 3)	Jun. 16, 2010 Net Investment in Securities [Member] Significant Unobservable Inputs (Level 3)	Mar. 31, 2012 Accounts Receivable [Member]	Mar. 31, 2011 Accounts Receivable [Member]	Mar. 31, 2012 Accounts Payable [Member]	Mar. 31, 2011 Accounts Payable [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	$ 1,881,954,000	$ 1,659,592,000				$ 225,684,000	$ 147,141,000	$ 152,009,000	$ 127,141,000	$ 73,675,000	$ 20,000,000	$ 0	$ 0	$ 147,784,000	$ 150,079,000	$ 147,784,000	$ 150,079,000	$ 0	$ 0	$ 0	$ 0		$ 24,250,000	$ 6,344,000	$ 24,250,000	$ 6,344,000	$ 0	$ 0	$ 0	$ 0				$ 210,327,000	$ 197,284,000	$ 45,019,000	$ 2,779,000	$ 165,308,000	$ 194,505,000	$ 0	$ 0	$ 111,961,000	$ 187,842,000	$ 567,000	$ 696,000	$ 111,394,000	$ 187,146,000	$ 0	$ 0	$ 39,351,000	$ 76,032,000	$ 0	$ 0	$ 39,351,000	$ 76,032,000	$ 0	$ 0	$ 75,965,000	$ 217,624,000	$ 0	$ 0	$ 75,965,000	$ 217,624,000	$ 0	$ 0	$ 180,385,000	$ 162,972,000	$ 0	$ 0	$ 180,385,000	$ 162,972,000	$ 0	$ 0	$ 413,268,000	$ 129,966,000	$ 0	$ 4,144,000	$ 413,268,000	$ 125,822,000	$ 0	$ 0	$ 114,271,000	$ 57,923,000	$ 0	$ 0	$ 114,271,000	$ 57,923,000	$ 0	$ 0	$ 60,396,000	$ 68,820,000	$ 0	$ 0	$ 60,396,000	$ 68,820,000	$ 0	$ 0	$ 13,192,000	$ 10,648,000	$ 0	$ 10,648,000	$ 13,192,000	$ 0	$ 0	$ 0	$ 109,727,000	$ 98,674,000	$ 0	$ 0	$ 0	$ 0	$ 109,727,000	$ 98,674,000	$ 92,385,000	$ 51,734,000	$ 0	$ 0	$ 0	$ 51,734,000	$ 46,250,000		$ 166,411,000	$ 143,113,000	$ 0	$ 0	$ 166,411,000	$ 143,113,000	$ 0	$ 0	$ 1,892,972,000	$ 1,706,196,000	$ 369,629,000	$ 301,831,000	$ 1,413,616,000	$ 1,253,957,000	$ 109,727,000	$ 150,408,000	$ (3,523,000)	$ (122,000)	$ 0	$ 0	$ (3,523,000)	$ (122,000)	$ 0	$ 0	$ (3,523,000)	$ (122,000)	$ 0	$ 0	$ (3,523,000)	$ (122,000)	$ 0	$ 0	$ 1,889,449,000	$ 1,706,074,000	$ 369,629,000	$ 301,831,000	$ 1,410,093,000	$ 1,253,835,000	$ 109,727,000	$ 150,408,000	$ 138,635,000	$ 13,002,000	$ 43,990,000	$ (20,497,000)	$ (90,472,000)
Defined Benefit Plan, Target Allocation Percentage			2 - 10%																			50 - 65%									20 - 45%																																																																																										0 - 5%
Defined Benefit Plan, Actual Plan Asset Allocations	100.00%	100.00%		6.00%	6.00%																		50.00%	58.00%								44.00%	33.00%																																																																																									0.00%	3.00%

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BASIS OF PRESENTATION AND ORGANIZATION (Details) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Mar. 31, 2012	Jun. 22, 2011	Mar. 31, 2011
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Stockholders' Equity Note, Stock Split, Conversion Ratio	2
Stockholders Equity Note Stock Split Number of Additional Shares Issued for Each Share Owned	1
Percentage of increase in the quarterly cash dividend rate on the company's common stock approved by the board of directors (as a percent)		100.00%
Quarterly cash dividend rate on the company's common stock (in dollars per share)		$ 0.04
Quarterly cash dividend rate on the company's common stock before increase (in dollars per share)		$ 0.02
Impact of Reclassification, Deferred Tax Asset, Current			$ 68,536
Impact of Reclassification, Deferred Tax Liabilities, Current			78,793
Impact of Reclassification, Deferred Tax Asset, Noncurrent			54,539
Impact of Reclassification, Deferred Tax Liabilities, Noncurrent			$ 92,790

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LONG-TERM DEBT LONG-TERM DEBT (Details 4) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Long-term Debt, Unclassified [Abstract]
Cash paid for interest	$ 72,563	$ 58,750	$ 16,284
Interest Costs, Capitalized During Period	1,077	1,289	0
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months	142,237
Long-term Debt, Maturities, Repayments of Principal in Year Two	13,400
Long-term Debt, Maturities, Repayments of Principal in Year Three	131,988
Long-term Debt, Maturities, Repayments of Principal in Year Four	332,397
Long-term Debt, Maturities, Repayments of Principal in Year Five	1,913
Long-term Debt, Maturities, Repayments of Principal after Year Five	$ 540,998

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PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Details) (USD $)	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010	Mar. 31, 2012 Pension benefits	Mar. 31, 2011 Pension benefits	Mar. 31, 2010 Pension benefits	Mar. 31, 2011 Represented Employee Plan [Member]	Mar. 31, 2012 Other postretirement	Mar. 31, 2011 Other postretirement	Mar. 31, 2010 Other postretirement	Mar. 31, 2011 Non-Represented Employee Plan [Member]	Mar. 31, 2013 Prior Service Cost [Member] Pension benefits	Mar. 31, 2013 Prior Service Cost [Member] Other postretirement	Mar. 31, 2013 Actuarial Loss (Gain) [Member] Pension benefits	Mar. 31, 2013 Actuarial Loss (Gain) [Member] Other postretirement	Mar. 31, 2012 Minimum [Member]	Mar. 31, 2012 Maximum [Member]
Defined Benefit Plan Disclosure [Line Items]
Description of Defined Contribution Pension and Other Postretirement Plans	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
Defined Benefit Plan, Contributions by Employer	$ 19,701,000	$ 22,853,000	$ 5,568,000	$ 122,193,000	$ 135,107,000			$ 38,262,000	$ 28,630,000
Age healthcare premiums are charged to retirees	65
Effect of change in mortality rates on projected benefit obligation	40,000,000
Defined Benefit Plan, Plan Amendments	7,145,000			(7,145,000)	(86,243,000)		31,800,000	0	(27,177,000)		118,000,000
Defined Benefit Plan, Special Termination Benefits	1,625,000			(1,625,000)	0	0		(421,000)	0	0
Defined Benefit Plan, Curtailments				(56,701,000)	0			0	0
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Curtailments	40,400,000	0	0	42,446,000	0	0		0	0	0
Pension and Other Postretirement Benefit Plans, Amounts that Will be Amortized from Accumulated Other Comprehensive Income (Loss) in Next Fiscal Year												(5,829,000)	(4,530,000)	352,000	0
Other Comprehensive Income (Loss), Tax												(3,614,000)	(2,809,000)	218,000	0
Defined Benefit Plan, Expected Future Benefit Payments, Number of Years	10
Defined Benefit Plan, Expected Future Benefit Payments in Year One				231,800,000				37,312,000
Defined Benefit Plan, Expected Future Benefit Payments in Year Two				154,223,000				35,627,000
Defined Benefit Plan, Expected Future Benefit Payments in Year Three				152,430,000				31,295,000
Defined Benefit Plan, Expected Future Benefit Payments in Year Four				150,790,000				30,910,000
Defined Benefit Plan, Expected Future Benefit Payments in Year Five				149,644,000				30,490,000
Defined Benefit Plan, Expected Future Benefit Payments in Five Fiscal Years Thereafter				725,915,000				144,037,000
Prescription Drug Subsidy Receipts, Five Fiscal Years Thereafter																2,100,000	2,200,000
Weighted Average Discount Rate, Percent					5.58%				5.25%
Defined Benefit Plan, Assumption, Number of Basis Point Sensitivity, Discount Rate	25
Defined Benefit Plan, Effect of a 25 Basis Point Increase in Discount Rate, Obligation				(62,500,000)				(7,800,000)
Defined Benefit Plan, Effect of a 25 Basis Point Increase in Discount Rate, Net Periodic Benefit Cost				600,000				400,000
Defined Benefit Plan, Effect of a 25 Basis Point Decrease in Discount Rate, Obligation				64,600,000				8,100,000
Defined Benefit Plan, Effect of a 25 Basis Point Decrease in Discount Rate, Net Periodic Benefit Cost				(400,000)				(400,000)
Defined Benefit Plan, Health Care Cost Trend Rate Assumed for Next Fiscal Year	8.00%
Defined Benefit Plan, Ultimate Health Care Cost Trend Rate	4.50%
Defined Benefit Plan, Year that Rate Reaches Ultimate Trend Rate	2019
Defined Benefit Plan, Effect of Change in Healthcare Cost Trade Rate (as a percent)	1.00%
Defined Benefit Plan, Effect of One Percentage Point Increase on Service and Interest Cost Components								(606,000)
Defined Benefit Plan, Effect of One Percentage Point Decrease on Service and Interest Cost Components								676,000
Defined Benefit Plan, Effect of One Percentage Point Increase on Accumulated Postretirement Benefit Obligation								(11,159,000)
Defined Benefit Plan, Effect of One Percentage Point Decrease on Accumulated Postretirement Benefit Obligation								12,404,000
Defined Benefit Plan, Estimated Future Employer Contributions in Next Fiscal Year				$ 113,235,000				$ 37,312,000

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INCOME TAXES DETAIL OF DEFERRED TAX ASSETS AND LIABILITIES (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Mar. 31, 2011
Income Tax Disclosure [Abstract]
Deferred Tax Assets, Operating Loss Carryforwards	$ 144,616	$ 190,724
Deferred Tax Assets, Inventory	13,126	11,635
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals	56,033	55,224
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Pension and Other Postretirement Benefits	302,262	300,210
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Other	25,960	36,100
Deferred Tax Assets, Other	2,796	717
Deferred Tax Assets, Gross	544,793	594,610
Deferred Tax Assets, Valuation Allowance	(347)	(734)
Deferred Tax Assets, Net	544,446	593,876
Deferred Tax Liabilities, Deferred Expense, Capitalized Inventory Costs	154,846	134,854
Deferred Tax Liabilities, Property, Plant and Equipment	153,086	128,589
Deferred Tax Liabilities, Goodwill and Intangible Assets	331,296	331,288
Deferred Tax Liabilities, Other	20,802	23,419
Deferred Tax Liabilities	660,030	618,150
Deferred Tax Liabilities, Net	$ (115,584)	$ (24,274)

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PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS CHANGE IN PROJECTED BENEFIT OBLIGATION AND PLAN ASSETS (Details) (USD $)	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Plan Amendments	$ 7,145,000
Defined Benefit Plan, Special Termination Benefits	1,625,000
Defined Benefit Plan, Fair Value of Plan Assets	1,881,954,000	1,659,592,000
Defined Benefit Plan, Contributions by Employer	19,701,000	22,853,000	5,568,000
Accrued pension and other postretirement benefits, noncurrent	700,125,000	693,408,000
Deferred Tax Assets, Other Comprehensive Loss	9,060,000
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax	(14,783,000)	112,506,000
Other postretirement
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Benefit Obligation	380,802,000	369,826,000	0
Defined Benefit Plan, Business Combinations and Acquisitions, Benefit Obligation	0	398,549,000
Defined Benefit Plan, Service Cost	3,393,000	3,115,000	0
Defined Benefit Plan, Interest Cost	18,473,000	16,672,000	0
Defined Benefit Plan, Actuarial Net (Gains) Losses	26,951,000	7,297,000
Defined Benefit Plan, Plan Amendments	0	(27,177,000)
Defined Benefit Plan, Contributions by Plan Participants	5,662,000	3,736,000
Defined Benefit Plan, Curtailments	0	0
Defined Benefit Plan, Special Termination Benefits	(421,000)	0	0
Defined Benefit Plan, Benefits Paid	(43,924,000)	(32,366,000)
Defined Benefit Plan, Accumulated Benefit Obligation	380,802,000	369,826,000
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate	4.35%	5.25%
Defined Benefit Plan, Fair Value of Plan Assets	0	0	0
Defined Benefit Plan, Business Combinations and Acquisitions, Plan Assets	0	0
Defined Benefit Plan, Actual Return on Plan Assets	0	0
Defined Benefit Plan, Contributions by Employer	38,262,000	28,630,000
Defined Benefit Plan, Funded Status of Plan	(380,802,000)	(369,826,000)
Pension and Other Postretirement Defined Benefit Plans, Current Liabilities	(36,526,000)	(35,456,000)
Accrued pension and other postretirement benefits, noncurrent	(344,276,000)	(334,370,000)
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), Net Prior Service Cost (Credit), before Tax	(22,270,000)	(26,800,000)
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), Net Gains (Losses), before Tax	34,247,000	7,297,000
Deferred Tax Assets, Other Comprehensive Loss	4,551,000	(7,411,000)
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax	7,426,000	(12,092,000)
Pension benefits
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Benefit Obligation	2,241,741,000	2,022,561,000	16,725,000
Defined Benefit Plan, Business Combinations and Acquisitions, Benefit Obligation	0	1,995,620,000
Defined Benefit Plan, Service Cost	16,456,000	17,020,000	81,000
Defined Benefit Plan, Interest Cost	108,059,000	93,162,000	1,058,000
Defined Benefit Plan, Actuarial Net (Gains) Losses	290,276,000	84,586,000
Defined Benefit Plan, Plan Amendments	(7,145,000)	(86,243,000)
Defined Benefit Plan, Contributions by Plan Participants	0	0
Defined Benefit Plan, Curtailments	(56,701,000)	0
Defined Benefit Plan, Special Termination Benefits	(1,625,000)	0	0
Defined Benefit Plan, Benefits Paid	(133,390,000)	(98,309,000)
Defined Benefit Plan, Accumulated Benefit Obligation	2,214,640,000	1,949,459,000
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate	4.62%	5.58%
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Rate of Compensation Increase	3.50%	3.50%
Defined Benefit Plan, Fair Value of Plan Assets	1,881,954,000	1,659,592,000	7,304,000
Defined Benefit Plan, Business Combinations and Acquisitions, Plan Assets	0	1,360,211,000
Defined Benefit Plan, Actual Return on Plan Assets	233,559,000	255,279,000
Defined Benefit Plan, Contributions by Employer	122,193,000	135,107,000
Defined Benefit Plan, Funded Status of Plan	(359,787,000)	(362,969,000)
Pension and Other Postretirement Defined Benefit Plans, Current Liabilities	(3,938,000)	(3,931,000)
Accrued pension and other postretirement benefits, noncurrent	(355,849,000)	(359,038,000)
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), Net Prior Service Cost (Credit), before Tax	(41,160,000)	(87,475,000)
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), Net Gains (Losses), before Tax	53,026,000	(74,483,000)
Deferred Tax Assets, Other Comprehensive Loss	4,509,000	(61,544,000)
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax	$ 7,357,000	$ (100,414,000)

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OTHER NONCURRENT LIABILITIES OTHER NONCURRENT LIABILITIES (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Mar. 31, 2011
Other Liabilities, Noncurrent [Abstract]
Acquired contract liabilities, net	$ 68,650	$ 95,334
Deferred Revenue and Credits, Noncurrent	28,295	31,417
Workers' Compensation Liability, Noncurrent	20,861	21,055
Product Warranty Accrual, Noncurrent	3,057	4,469
Accrued Income Taxes, Noncurrent	1,531	1,266
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value	2,019	2,870
Other noncurrent liabilities	11,874	11,377
Liabilities, Noncurrent	$ 136,287	$ 167,788

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ACCRUED EXPENSES ACCRUED EXPENSES (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Mar. 31, 2011
Accrued Liabilities [Abstract]
Defined Benefit Pension Plan Liabilities, Current	$ 3,938	$ 3,931
Deferred Revenue, Current	29,916	42,439
Other Postretirement Defined Benefit Plan, Liabilities, Current	36,526	35,456
Employee-related Liabilities, Current	123,141	104,444
Interest Payable, Current	14,773	19,711
Product Warranty Accrual, Current	11,416	15,242
Workers' Compensation Liability, Current	13,365	11,988
Accrued Insurance, Current	13,534	13,244
Other Accrued Liabilities, Current	65,011	66,899
Accrued expenses	$ 311,620	$ 313,354

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PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

12 Months Ended

Mar. 31, 2012

Compensation and Retirement Disclosure [Abstract]

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

EMPLOYEE BENEFIT PLANS

Defined Contribution Pension Plan

The Company sponsors a defined contribution 401(k) plan, under which salaried and certain hourly employees may defer a portion of their compensation. Eligible participants may contribute to the plan up to the allowable amount as determined by the plan of their regular compensation before taxes. 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 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						Other Postretirement Benefits
	Year ended March 31,						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			—			398,549
Service cost	16,456			17,020			3,393			3,115
Interest cost	108,059			93,162			18,473			16,672
Actuarial loss	290,276			84,586			26,951			7,297
Plan amendments	(7,145		)	(86,243		)	—			(27,177		)
Participant contributions	—			—			5,662			3,736
Curtailments	(56,701		)	—			—			—
Special termination benefits	1,625			—			421			—
Benefits paid	(133,390		)	(98,309		)	(43,924		)	(32,366		)
Projected benefit obligation at end of year	$	2,241,741		$	2,022,561		$	380,802		$	369,826
Accumulated benefit obligation at end of year	$	2,214,640		$	1,949,459		$	380,802		$	369,826
Weighted-average assumptions used to determine benefit obligations at end of year
Discount rate	4.62		%	5.58		%	4.35		%	5.25		%
Rate of compensation increase	3.50		%	3.50		%	N/A			N/A

	Pension Benefits						Other Postretirement Benefits
	Year ended March 31,						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	—			1,360,211			—			—
Actual return on plan assets	233,559			255,279			—			—
Participant contributions	—			—			5,662			3,736
Company contributions	122,193			135,107			38,262			28,630
Benefits paid	(133,390		)	(98,309		)	(43,924		)	(32,366		)
Fair value of plan assets at end of year	$	1,881,954		$	1,659,592		$	—		$	—
Funded status (underfunded)
Funded status	$	(359,787	)	$	(362,969	)	$	(380,802	)	$	(369,826	)
Reconciliation of amounts recognized in the consolidated balance sheets
Accrued benefit liability—current	$	(3,938	)	$	(3,931	)	$	(36,526	)	$	(35,456	)
Accrued benefit liability—noncurrent	(355,849		)	(359,038		)	(344,276		)	(334,370		)
Net amount recognized	$	(359,787	)	$	(362,969	)	$	(380,802	)	$	(369,826	)
Prior service costs	$	(41,160	)	$	(87,475	)	$	(22,270	)	$	(26,800	)
Actuarial (gains) losses	53,026			(74,483		)	34,247			7,297
Income tax (benefits) liabilities related to above items	(4,509		)	61,544			(4,551		)	7,411
Unamortized benefit plan (gains) costs	$	7,357		$	(100,414	)	$	7,426		$	(12,092	)

The components of net periodic benefit cost for fiscal years ended March 31, 2012, 2011 and 2010 are as follows:

	Pension Benefits									Other Postretirement Benefits
	Year Ended March 31,									Year Ended March 31,
	2012			2011			2010			2012			2011			2010
Components of net periodic pension cost
Service cost	$	16,456		$	17,020		$	81		$	3,393		$	3,115		$	—
Interest cost	108,059			93,162			1,058			18,473			16,672			—
Expected return on plan assets	(127,603		)	(93,121		)	(439		)	—			—			—
Amortization of prior service (credit) cost	(11,014		)	1,631			165			(4,529		)	(377		)	—
Amortization of net loss	109			123			137			—			—			—
Curtailment gain	(42,446		)	—			—			—			—			—
Special termination benefits	1,625			—			—			421			—			—
Total net periodic benefit (income) expense	$	(54,814	)	$	18,815		$	1,002		$	17,758		$	19,410		$	—
Weighted-average assumptions used to determine net periodic pension cost
Discount rate	5.58		%	6.00		%	7.25		%	5.25		%	5.58		%	N/A
Expected long-term rate on assets	8.50		%	8.50		%	8.00		%	N/A			N/A			N/A
Rate of compensation increase	3.50		%	3.50		%	N/A			N/A			N/A			N/A

The discount rate is determined annually as of each measurement date, based on a review of yield rates associated with long-term, high-quality corporate bonds. At the end of each year, the discount rate is primarily determined using the results of bond yield curve models based on a portfolio of high-quality bonds matching notional cash inflows with the expected benefit payments for each significant benefit plan. In addition to the impact of the reduction in the discount rate, actuarial loss for the fiscal year ended March 31, 2012 included the impact of updated mortality assumptions of approximately $40,000.

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 net periodic benefit cost and obligations are included in the tables above:

• 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 $7,145.

• In December 2011, the Company negotiated the termination of one its smaller defined benefit plans. This termination resulted in a $1,625 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 $56,701 and a related curtailment gain of $42,446 included in Curtailment gain, net on the Consolidated Statement of Income for the fiscal year ended March 31, 2012.

• In October 2010, the Company's largest union-represented group of production and maintenance employees ratified a new collective bargaining agreement. The agreement provided for an increase in the pension benefits payable to covered employees who retire on or after November 1, 2010. The aforementioned changes led to a remeasurement of the affected plan's assets and obligations as of October 2010, which resulted in a $31,800 increase in the projected benefit obligation.

• In February 2011, the Company announced an amendment to the medical plans of its non-represented participants. The amendment eliminates pre-Medicare health coverage for all active and retired participants beginning in 2014. Those changes resulted in a reduction to the accumulated postretirement benefit obligation for the OPEB plan of $27,177.

• In March 2011, the Company announced an amendment to the retirement plans of its non-represented employee participants. Effective April 1, 2012, actively employed participants through December 31, 2011 may elect a lump-sum distribution option upon retirement. Those changes resulted in a reduction to the projected and accumulated pension obligation for the plan of approximately $118,000.

The following table shows those amounts expected to be recognized in net periodic benefit costs during the fiscal year ending March 31, 2013:

	Pension Benefits			Other Postretirement Benefits
Amounts expected to be recognized in FY 2013 net periodic benefit costs
Prior service cost ($3,614 and $2,809 net of tax, respectively)	$	(5,829	)	$	(4,530	)
Actuarial loss ($218 net of tax)	352			—

Expected Pension Benefit Payments

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	Pension Benefits		Other Postretirement Benefits*
2013	$	231,800	$	37,312
2014	154,223		35,627
2015	152,430		31,295
2016	150,790		30,910
2017	149,644		30,490
2018 - 2022	725,915		144,037

* Net of expected Medicare Part D subsidies of $2.1 million to $2.2 million per year

Plan Assets, Investment Policy and Strategy

The table below sets forth the Company's target asset allocation for fiscal 2013 and the actual asset allocations at March 31, 2012 and 2011.

		Actual Allocation
	Target Allocation
		March 31,
Asset Category	Fiscal 2013	2012		2011
Equity securities	50 - 65%	50	%	58	%
Fixed income securities	20 - 45%	44		33
Alternative investment funds	2 - 10%	6		6
Other	0 - 5%	—		3
Total		100	%	100	%

Pension plan assets are invested in various asset classes that are expected to produce a sufficient level of diversification and investment return over the long-term. The investment goals are to exceed the assumed actuarial rate of return over the long-term within reasonable and prudent levels of risks and to meet future obligations.

Asset / liability studies are conducted on a regular basis to provide guidance in setting investment goals for the pension portfolio and its asset allocation. The asset allocation aims to prudently achieve a strong, risk-adjusted return while seeking to minimize funding level volatility and improve the funded status of the plans. The pension plans currently employ a liability-driven investment (LDI) approach, where assets and liabilities move in the same direction. The goal is to limit the volatility of the funding status and cover part, but not all, of the changes in liabilities. Most of the liabilities' changes are due to interest rate movements.

To balance expected risk and return, allocation targets are established and monitored against acceptable ranges. All investment policies and procedures are designed to ensure that the plans' investments are in compliance with the Employee Retirement Income Security Act of 1974 (ERISA). Guidelines are established defining permitted investments within each asset class. Each investment manager has contractual guidelines to ensure that investments are made within the parameters of their asset class or in the case of multi-asset class managers, the parameters of their multi-asset class strategy. Certain investments are not permitted at any time including investment directly in employer securities and uncovered short sales.

The table below provides the fair values of the Company's plan assets at March 31, 2012 and 2011 by asset category. The table also identifies the level of inputs used to determine the fair value of assets in each category (see Note 18 below for definition of levels).

March 31, 2012
	Level 1		Level 2			Level 3		Total
Assets
Cash and cash equivalents	$	152,009	$	73,675		$	—	$	225,684
Equity securities
International	147,784		—			—		147,784
US equity	24,250		—			—		24,250
US commingled fund	45,019		165,308			—		210,327
International commingled fund	567		111,394			—		111,961
Fixed income securities
Corporate bonds (S&P rating of A or higher)	—		39,351			—		39,351
Corporate bonds (S&P rating lower than A)	—		75,965			—		75,965
Government securities	—		180,385			—		180,385
Commingled fund	—		413,268			—		413,268
Mortgage-backed securities	—		114,271			—		114,271
Other fixed income	—		60,396			—		60,396
Other
Futures	—		13,192			—		13,192
Private equity and infrastructure	—		—			109,727		109,727
Commingled fund swaps	—		166,411			—		166,411
Total investment in securities—assets	$	369,629	$	1,413,616		$	109,727	$	1,892,972
Liabilities
Other investments
Futures	—		(3,523		)	—		(3,523		)
Total investment in securities—liabilities	$	—	$	(3,523	)	$	—	$	(3,523	)
Net investment in securities	$	369,629	$	1,410,093		$	109,727	$	1,889,449
Receivables								13,002
Payables								(20,497		)
Total plan assets								$	1,881,954

March 31, 2011
	Level 1		Level 2			Level 3		Total
Assets
Cash and cash equivalents	$	127,141	$	20,000		$	—	$	147,141
Equity securities
International	150,079		—			—		150,079
US equity	6,344		—			—		6,344
US commingled fund	2,779		194,505			—		197,284
International commingled fund	696		187,146			—		187,842
Fixed income securities
Corporate bonds (S&P rating of A or higher)	—		76,032			—		76,032
Corporate bonds (S&P rating lower than A)	—		217,624			—		217,624
Government securities	—		162,972			—		162,972
Commingled fund	4,144		125,822			—		129,966
Mortgage-backed securities	—		57,923			—		57,923
Other fixed income	—		68,820			—		68,820
Other
Futures	10,648		—			—		10,648
Private equity and infrastructure	—		—			98,674		98,674
Real estate	—		—			51,734		51,734
Commingled fund swaps	—		143,113			—		143,113
Total investment in securities—assets	$	301,831	$	1,253,957		$	150,408	$	1,706,196
Liabilities
Other investments
Futures	—		(122		)	—		(122		)
Total investment in securities—liabilities	$	—	$	(122	)	$	—	$	(122	)
Net investment in securities	$	301,831	$	1,253,835		$	150,408	$	1,706,074
Receivables								43,990
Payables								(90,472		)
Total plan assets								$	1,659,592

Cash equivalents and other short-term investments are primarily held in registered short-term investment vehicles which are valued using a market approach based on quoted market prices of similar instruments.

Public equity securities, including common stock, are primarily valued using a market approach based on the closing fair market prices of identical or comparable instruments, in the principal market on which they are traded. Commingled equity funds are public investment vehicles valued using the net asset value (NAV) provided by the fund manager. The NAV is the total value of the fund divided by the number of shares outstanding. Commingled equity funds are categorized as Level 1 if traded at their NAV on a nationally recognized securities exchange or categorized as Level 2 if the NAV is corroborated by observable market data (e.g., purchases or sale activity).

Fixed income securities are primarily valued using a market approach with inputs that include broker quotes, benchmark yields, base spreads and reported trades.

Other investments include the net unrealized gain/loss for the Company's futures, the fair value of the swaps, as well as private equity and real estate. Futures are financial contracts obligating the Company to purchase assets at a predetermined date and time. Swaps are an exchange of one security for another to change the maturity or the quality of the investments. These securities are valued using the most accurate pricing service. Private equity, real estate values, and infrastructure investments, which are not readily marketable, are carried at estimated fair value as determined based on an evaluation of data provided by fund managers, including valuations of the underlying investments derived using inputs such as cost, operating results, discounted future cash flows, and market-based comparable data.

The following table represents a rollforward of the balances of our pension plan assets that are valued using Level 3 inputs:

	March 31, 2011 Balance		Net Purchases (Sales)			Net Realized Appreciation (Depreciation)			Net Unrealized Appreciation (Depreciation)		March 31, 2012 Balance
Private equity funds	$	98,674	$	1,163		$	(1,729	)	$	11,619	$	109,727
Real estate	51,734		(54,510		)	2,776			—		—
Total	$	150,408	$	(53,347	)	$	1,047		$	11,619	$	109,727

	June 16, 2010 Balance (1)		Net Purchases (Sales)			Net Realized Appreciation (Depreciation)		Net Unrealized Appreciation (Depreciation)		March 31, 2011 Balance
Private equity funds	$	92,385	$	(9,662	)	$	370	$	15,581	$	98,674
Real estate	46,250		—			—		5,484		51,734
Total	$	138,635	$	(9,662	)	$	370	$	21,065	$	150,408

(1)Prior to the acquisition of Vought on June 16, 2010, the Company did not have plan assets classified as Level 3.

Assumptions and Sensitivities

The discount rate is determined as of each measurement date, based on a review of yield rates associated with long-term, high-quality corporate bonds. The calculation separately discounts benefit payments using the spot rates from a long-term, high-quality corporate bond yield curve. During fiscal 2011, there were interim remeasurements for certain plans. The full year weighted-average discount rates for pension and postretirement benefit plans in fiscal 2011 were 5.58% and 5.25%, respectively.

The effect of a 25 basis point change in discount rates as of March 31, 2012 is shown below:

		Pension Benefits			Other Postretirement Benefits
Increase of 25 basis points
Obligation	*	$	(62,500	)	$	(7,800	)
Net periodic expense		600			400
Decrease of 25 basis points
Obligation	*	$	64,600		$	8,100
Net periodic expense		(400		)	(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 aone-percentage point change in the healthcare cost trend rate in each year is shown below:

	Other Postretirement Benefits
	One-Percentage Point Increase			One-Percentage Point Decrease
Net periodic expense	$	(606	)	$	676
Obligation	(11,159		)	12,404

Anticipated Contributions to Defined Benefit Plans

Assuming a normal retirement age of 65, the Company expects to contribute approximately $113,235 to its defined benefit pension plans and $37,312 to its OPEB during fiscal 2013. No plan assets are expected to be returned to the Company in fiscal 2013.

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EARNINGS PER SHARE (Tables)

12 Months Ended

Mar. 31, 2012

Earnings Per Share [Abstract]

Reconciliation between the weighted average outstanding shares used in calculation of basic and diluted earnings per share

	Year ended March 31,
	2012	2011	2010
	(thousands)
Weighted-average common shares outstanding—basic	48,821	45,006	32,918
Net effect of dilutive stock options and nonvested stock	446	440	414
Net effect of convertible debt	2,606	2,042	—
Weighted-average common shares outstanding—diluted	51,873	47,488	33,332

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PROPERTY AND EQUIPMENT PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Mar. 31, 2012

Property, Plant and Equipment [Line Items]

Property, Plant and Equipment [Table Text Block]

	March 31,
	2012		2011
Land	$	36,995	$	37,270
Construction in process	29,523		87,157
Buildings and improvements	234,088		201,183
Furniture, fixtures and computer equipment	113,523		62,641
Machinery and equipment	721,215		668,460
	1,135,344		1,056,711
Less accumulated depreciation	401,964		321,832
	$	733,380	$	734,879

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LONG-TERM DEBT (Details 3) (USD $) In Thousands, except Share data, unless otherwise specified	1 Months Ended		12 Months Ended
	Apr. 30, 2012	Sep. 30, 2006	Mar. 31, 2012 trading_days	Mar. 31, 2011	Mar. 31, 2010	Sep. 18, 2006
Long-term debt
Payments of Financing Costs			$ 3,999	$ 22,790	$ 8,344
Gain on early extinguishment of debt			0	0	(39)
Net proceeds from sale of notes			92,253	846,105	186,930
Shares issued to settle the conversion benefit of the notes (in shares)			772,438
Additional number of shares included in diluted earning per share calculation (in shares)			2,606,000	2,042,000	0
Term loan credit agreement
Long-term debt
Debt Instrument, Term				6
Debt instrument principal amount				350,000
Quarterly installment payments, percentage of original principal amount (as a percent)				1.00%
Proceeds from loan, percentage of principal (as a percent)				99.50%
Payments of Financing Costs				7,133
Gain on early extinguishment of debt			(7,712)
Term loan credit agreement | Base rate option
Long-term debt
Interest rate, variable interest rate floor (as a percent)			2.50%
Term loan credit agreement | Eurodollar rate option
Long-term debt
Interest rate, variable interest rate floor (as a percent)			1.50%
Senior subordinated notes due 2017
Long-term debt
Debt instrument principal amount			175,000
Percentage of principal amount at which the entity may redeem the note before November 15, 2014 (as a percent)			104.00%
Percentage of principal amount at which the entity may redeem the note before November 15, 2015 (as a percent)			102.00%
Percentage of principal amount at which the entity may redeem the note after November 15, 2015 (as a percent)			100.00%
The maximum percentage of the principal amounts of the debt instrument which the entity may redeem (as a percent)			35.00%
Debt instrument interest rate stated percentage (as a percent)			8.00%
Proceeds from loan, percentage of principal (as a percent)					98.56%
Payments of Financing Costs					4,390
Debt instrument, Future Redemption Price as a Percentage of Original Principal, Prior to Premium			100.00%
Effective interest yield on principal amount (as a percent)			8.25%
Percentage of principal amount that the holder of the note may require the entity to repurchase due to a fundamental change undergone by the entity, subject to certain conditions (as a percent)			101.00%
The limit of the principal amount of the debt instrument which the entity may redeem (as a percent)			108.00%
Senior notes due 2018
Long-term debt
Debt instrument principal amount			350,000
The maximum percentage of the principal amounts of the debt instrument which the entity may redeem (as a percent)			35.00%
Debt instrument interest rate stated percentage (as a percent)			8.62%
Proceeds from loan, percentage of principal (as a percent)				99.27%
Payments of Financing Costs				7,307
Effective interest yield on principal amount (as a percent)			8.75%
Asset sales redemption price, percentage of principal (as a percent)			100.00%
Percentage of principal amount that the holder of the note may require the entity to repurchase due to a fundamental change undergone by the entity, subject to certain conditions (as a percent)			101.00%
The limit of the principal amount of the debt instrument which the entity may redeem (as a percent)			108.63%
Convertible senior subordinated notes
Long-term debt
Debt instrument principal amount						201,250
Contingent interest rate per annum calculated on the average trading price for the relevant five day trading period (as a percent)			0.25%
Trading period used to determine payment of contingent interest (in days)			5
Debt instrument interest rate stated percentage (as a percent)			2.63%
Payments of Financing Costs		6,252
Principal amount of debt purchased					22,200
Percentage of principal amount which triggers payment of contingent interest if it occurs over the specified trading period (as a percent)			120.00%
Percentage of principal amount that the holder of the note may require the entity to repurchase the debt instrument on October 1, 2011, 2016, and 2021 (as a percent)			100.00%
Net proceeds from sale of notes		194,998
Repayments of convertible debt	15,022		50,395		19,414
Debt Instrument, Repurchase Option Percentage of Original Principal			100.00%
Number of common stock shares per $1,000 principal amount of the convertible notes (in shares)			36.7695
Principal amount of notes which are convertible into shares of common stock			$ 1
Holders Conversion Period, Threshhold (as a percent) for conversion			98.00%
Holders Conversion Period, Threshold (as a percent) of value of assets distributedsales in excess of market value coommon stcok			10.00%
HoldersConversion Period, Number of Months Prior to Maturity			2
Conversion price (in dollars per share)			$ 27.19
Shares issued to settle the conversion benefit of the notes (in shares)	310,632
Number of days within 30 consecutive trading days in which the closing price of the entity's common stock exceeded the conversion price giving the holders of the notes a put option (in days)			20
Number of consecutive trading days during which the closing price of the entity's common stock exceeded the conversion price for at least 20 days giving the holders of the notes a put option (in days)			30
Percentage of the closing sales price of the entity's common stock that the conversion price exceeded giving the holders of the notes a put option (as a percent)			130.00%
Holders Conversion Period, Period (in days) following trading day period as defined in the indenture			5
Average price of common stock (in dollars per share)			$ 53.26	$ 39.48	$ 23.34
Additional number of shares included in diluted earning per share calculation (in shares)			2,606,189	2,040,896
Minimum [Member] | Term loan credit agreement | Base rate option
Long-term debt
Debt Instrument, Basis Spread on Variable Rate			1.75%
Minimum [Member] | Term loan credit agreement | Eurodollar rate option
Long-term debt
Debt Instrument, Basis Spread on Variable Rate			2.75%
Maximum [Member] | Term loan credit agreement | Base rate option
Long-term debt
Debt Instrument, Basis Spread on Variable Rate			2.00%
Maximum [Member] | Term loan credit agreement | Eurodollar rate option
Long-term debt
Debt Instrument, Basis Spread on Variable Rate			3.00%

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SEGMENTS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Financial information of reportable segment and the reconciliation of EBITDA to operating income
Reporting Segments Number									3
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Curtailments									$ 40,400	$ 0	$ 0
Net sales	946,376	825,962	790,528	845,063	919,086	810,853	768,200	407,209	3,407,929	2,905,348	1,294,780
Operating income (loss)	183,239	117,640	108,456	105,380	108,410	86,659	86,117	32,850	514,715	314,036	155,281
Interest expense and other									77,138	79,559	28,865
Gains (Losses) on Extinguishment of Debt									0	0	39
Income (loss) from continuing operations, before income taxes									437,577	234,477	126,455
Depreciation and amortization									119,724	99,657	54,418
Amortization of Acquired Contract Liabilities									26,684	29,214	0
EBITDA									567,355	384,479	209,699
Capital expenditures									93,969	90,025	31,665
Total assets from discontinued operations	0				4,574				0	4,574
Total assets	4,554,757				4,477,234				4,554,757	4,477,234
Foreign sales									463,864	394,827	255,975
Disclosure on Geographic Areas, Long-Lived Assets in Foreign Countries	90,336				95,926				90,336	95,926
Aerostructures
Financial information of reportable segment and the reconciliation of EBITDA to operating income
Net sales	714,247	626,046	587,977	643,306	703,461	613,544	577,700	231,335	2,571,576	2,126,040	605,423
Operating income (loss)	119,004	103,947	92,489	87,974	91,146	70,606	69,964	36,067	403,414	267,783	102,271
Depreciation and amortization									89,113	69,451	24,025
Amortization of Acquired Contract Liabilities									26,684	29,214	0
EBITDA									465,843	308,020	126,296
Capital expenditures									64,633	57,390	9,107
Total assets	3,593,091				3,509,750				3,593,091	3,509,750
Aerospace Systems
Financial information of reportable segment and the reconciliation of EBITDA to operating income
Net sales	151,724	133,291	133,775	133,010	147,809	124,693	123,500	117,433	551,800	513,435	473,409
Operating income (loss)	26,351	18,623	22,644	22,417	22,359	17,436	17,149	18,348	90,035	75,292	68,069
Depreciation and amortization									17,363	17,183	16,804
EBITDA									107,398	92,475	84,873
Capital expenditures									14,747	11,534	11,136
Total assets	556,485				554,235				556,485	554,235
Aftermarket Services
Financial information of reportable segment and the reconciliation of EBITDA to operating income
Net sales	83,120	68,639	70,547	70,368	69,536	74,709	68,686	59,797	292,674	272,728	224,663
Operating income (loss)	10,966	6,917	7,015	6,961	6,996	9,494	8,163	4,121	31,859	28,774	11,226
Depreciation and amortization									9,487	11,101	12,855
EBITDA									41,346	39,875	24,081
Capital expenditures									8,682	4,656	3,895
Total assets	317,440				307,413				317,440	307,413
Elimination of inter-segment sales
Financial information of reportable segment and the reconciliation of EBITDA to operating income
Net sales	(2,715)	(2,014)	(1,771)	(1,621)	(1,720)	(2,093)	(1,686)	(1,356)	(8,121)	(6,855)	(8,715)
Corporate
Financial information of reportable segment and the reconciliation of EBITDA to operating income
Operating income (loss)									(10,593)	(57,813)	(26,285)
Depreciation and amortization									3,761	1,922	734
EBITDA									(47,232)	(55,891)	(25,551)
Capital expenditures									5,907	16,445	7,527
Total assets	$ 87,741				$ 101,262				$ 87,741	$ 101,262

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Mar. 31, 2012

Accounting Policies [Abstract]

Cash and Cash Equivalents, Policy [Policy Text Block]

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.

Receivables, Policy [Policy Text Block]

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:

	March 31,
	2012			2011
Billed	$	436,877		$	339,823
Unbilled	3,269			12,886
Total trade receivables	440,146			352,709
Other receivables	4,362			24,978
Total trade and other receivables	444,508			377,687
Less: Allowance for doubtful accounts	(3,900		)	(3,196		)
Total trade and other receivables, net	$	440,608		$	374,491

Inventory, Policy [Policy Text Block]

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 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.

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.

Customer Advances and Progress Payments for Long-term Contracts or Programs [Policy Text Block]

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, Plant and Equipment, Policy [Policy Text Block]

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 which are depreciated over a period of 3 to 10 years).

Goodwill and Intangible Assets, Policy [Policy Text Block]

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 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 Charges, Policy [Policy Text Block]

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 [Policy Text Block]

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

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 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 contracts can span multiple years, the Company often segments 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 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 Cost, Policy [Policy Text Block]

Shipping and Handling Costs

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

Research and Development Expense, Policy [Policy Text Block]

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

Pension and Other Postretirement Plans, Nonpension Benefits, Policy [Policy Text Block]

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 of Financial Instruments, Policy [Policy Text Block]

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 Transactions and Translations Policy [Policy Text Block]

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 Tax, Policy [Policy Text Block]

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

Description of New Accounting Pronouncements Not yet Adopted [Text Block]

Recently Issued Accounting Pronouncements

Stock-Based Compensation

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.

Cash Flow, Supplemental Disclosures [Text Block]

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 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).

Standard Product Warranty, Policy [Policy Text Block]

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 year

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STOCK COMPENSATION PLANS STOCK COMPENSATION PLANS (Tables)

12 Months Ended

Mar. 31, 2012

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

	Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value
Outstanding at March 31, 2011	338,498		$	18.20
Granted	—		—
Exercised	(136,254	)	20.84
Forfeited	(1,000	)	19.18
Outstanding at March 31, 2012	201,244		$	16.42	2.1	$	7,413
Exercisable at March 31, 2012	201,244		$	16.42	2.1	$	7,413

Schedule of Nonvested Share Activity [Table Text Block]

	Shares		Weighted- Average Grant Date Fair Value
Nonvested restricted stock and deferred stock units at March 31, 2011	315,812		$	28.15
Granted	143,298		42.76
Vested	(76,060	)	30.09
Forfeited	(12,758	)	29.95
Nonvested restricted stock and deferred stock units at March 31, 2012	370,292		$	33.34

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INVENTORIES (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Mar. 31, 2011
Inventory Disclosure [Abstract]
Raw materials	$ 53,103	$ 72,174
Work-in-process	887,686	805,642
Finished goods	41,617	42,104
Less: unliquidated progress payments	(164,450)	(138,206)
Total inventories	817,956	781,714
Inventory, Net, Government Contacts	63,570	80,201
Preproduction Costs Related to Long-term Supply Arrangements, Costs Capitalized	$ 19,385

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SUPPLEMENTAL CASH FLOW POLICIES (Details) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended			1 Months Ended	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010	Apr. 30, 2012 Convertible senior subordinated notes	Mar. 31, 2011 Vought Aircraft Industries, Inc.
Supplemental Cash Flow Information
Deferred Finance Costs, Noncurrent, Net	$ 17,710	$ 23,384
Income taxes paid, net of refunds received	(29,439)	3,688	27,990
Cash paid for interest	72,563	58,750	16,284		12,401
Capital lease obligations entered into to finance capital additions	84	11,569	13,942
Shares issued to settle the conversion benefit of the notes (in shares)	772,438			310,632
Shares issued as partial consideration in the acquisition (in shares)		14,992,330			14,992,330
Stock Issued During Period, Value, Acquisitions		$ 504,867			$ 504,867

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OTHER NONCURRENT LIABILITIES OTHER NONCURRENT LIABILITIES (Tables)

12 Months Ended

Mar. 31, 2012

Other Liabilities, Noncurrent [Abstract]

Schedule of Other Assets and Other Liabilities [Table Text Block]

	March 31,
	2012		2011
Acquired contract liabilities, net	$	68,650	$	95,334
Deferred grant income	28,295		31,417
Accrued workers' compensation	20,861		21,055
Accrued warranties	3,057		4,469
Income tax reserves	1,531		1,266
Contingent consideration	2,019		2,870
All other	11,874		11,377
Total other noncurrent liabilities	$	136,287	$	167,788

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Operating Activities
Net Income	$ 280,857	$ 149,899	$ 67,762
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	119,724	99,657	54,418
Amortization of acquired contract liabilities	(26,684)	(29,214)	0
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Curtailments	40,400	0	0
Gain on early extinguishment of debt	0	0	(39)
Accretion of debt discount	4,529	7,609	6,196
Other amortization included in interest expense	9,601	4,205	1,951
Provision for doubtful accounts receivable	1,282	152	773
Deferred Income Tax Expense (Benefit)	153,453	82,083	7,524
Employee stock-based compensation	4,988	3,622	3,220
Changes in assets and liabilities, excluding the effects of acquisitions and dispositions of businesses:
Trade and other receivables	(82,062)	(15,875)	(6,172)
Inventories	(47,487)	(21,045)	30,192
Rotable assets	(8,206)	(1,021)	65
Prepaid expenses and other current assets	(4,821)	13,411	(3,822)
Accounts payable, accrued expenses and other current liabilities	17,604	(27,131)	(15,742)
Accrued pension and other postretirement benefits	(157,111)	(124,339)	0
Changes in discontinued operations	241	7	21,773
Other	2,273	284	1,549
Net cash provided by operating activities	227,781	142,304	169,648
Investing Activities
Capital expenditures	(93,969)	(90,025)	(31,665)
Reimbursement Revenue	3,437	0	0
Proceeds from sale of assets	8,758	4,213	615
Acquisitions, net of cash acquired	11,951	(333,228)	(31,493)
Net cash used in investing activities	(69,823)	(419,040)	(62,543)
Financing Activities
Net increase in revolving credit facility	235,000	85,000	(127,730)
Proceeds from issuance of long-term debt	92,253	846,105	186,930
Repayment of debt and capital lease obligations	(484,538)	(745,852)	(13,811)
Payment of deferred financing costs	(3,999)	(22,790)	(8,344)
Dividends paid	(6,899)	(3,574)	(2,666)
Repayment of governmental grant	(2,180)	(1,695)	0
Repurchase of restricted shares for minimum tax obligation	(609)	(1,861)	(470)
Proceeds from exercise of stock options, including excess tax benefit of $1,880 and $251 in fiscal 2012 and 2011	4,721	3,034	1,367
Net cash (used in) provided by financing activities	(166,251)	158,367	35,276
Effect of exchange rate changes on cash	(1,373)	479	359
Net change in cash	(9,666)	(117,890)	142,740
Cash at beginning of period	39,328	157,218	14,478
Cash at end of period	29,662	39,328	157,218
Retained Earnings [Member]
Operating Activities
Net Income	$ 280,857	$ 149,899	$ 67,762

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CHANGES IN ESTIMATES POLICIES (Details) (USD $)	12 Months Ended
	Mar. 31, 2012
Operating Income [Member]
Change in Accounting Estimate [Line Items]
Change in Accounting Estimate	$ 18,264,000
Net Income [Member]
Change in Accounting Estimate [Line Items]
Change in Accounting Estimate	11,755,000
Earnings Per Share, Diluted [Member]
Change in Accounting Estimate [Line Items]
Change in Accounting Estimate	0.23
Gross Favorable Change in Estimates [Member]
Change in Accounting Estimate [Line Items]
Change in Accounting Estimate	29,549,000
Gross Unfavorable Changes In Estimates [Member]
Change in Accounting Estimate [Line Items]
Change in Accounting Estimate	$ (11,285,000)

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GOODWILL AND OTHER INTANGIBLE ASSETS Schedule of Finitie-Lived and Indefinite Lived Intangibles (Tables)

12 Months Ended

Mar. 31, 2012

Mar. 31, 2011

Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]

Schedule of Finite-Lived and Indefinite-Lived Intangible Assets by Major Class [Table Text Block]

	March 31, 2012
	Weighted- Average Life (in Years)	Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships	16.3	$	460,054	$	(70,169	)	$	389,885
Product rights and licenses	12.0	37,776		(24,208		)	13,568
Noncompete agreements and other	13.0	7,327		(6,104		)	1,223
Tradename	Indefinite-lived	425,000		—			425,000
Total intangibles, net		$	930,157	$	(100,481	)	$	829,676

	March 31, 2011
	Weighted- Average Life (in Years)	Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships	16.4	$	456,282	$	(40,657	)	$	415,625
Product rights and licenses	12.0	73,739		(56,640		)	17,099
Noncompete agreements and other	12.7	13,239		(11,343		)	1,896
Tradename	Indefinite-lived	425,000		—			425,000
Total intangibles, net		$	968,260	$	(108,640	)	$	859,620

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CUSTOMER CONCENTRATION

12 Months Ended

Mar. 31, 2012

Customer Concentration [Abstract]

Concentration Risk Disclosure [Text Block]

CUSTOMER CONCENTRATION

Trade accounts receivable from The Boeing Company ("Boeing") represented approximately 37% and 32% of total accounts receivable as of March 31, 2012 and 2011, respectively. The Company had no other significant concentrations of credit risk. Sales to Boeing for fiscal 2012 were $1,589,432, or 47% of net sales, of which $1,493,786, $65,159 and $30,487 were from the Aerostructures segment, the Aerospace Systems segment and the Aftermarket Services segment, respectively. Sales to Boeing for fiscal 2011 were $1,317,398, or 45% of net sales, of which $1,226,246, $58,207 and $32,945 were from the Aerostructures segment, the Aerospace Systems segment and the Aftermarket Services segment, respectively. Sales to Boeing for fiscal 2010 were $388,975, or 30% of net sales, of which $283,535, $68,668 and $36,772 were from the Aerostructures segment, the Aerospace Systems segment and the Aftermarket Services segment, respectively. No other single customer accounted for more than 10% of the Company's net sales; however, the loss of any significant customer, including Boeing, could have a material adverse effect on the Company and its operating subsidiaries.

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

COLLECTIVE BARGAINING AGREEMENTS

Approximately 28% of the Company's labor force is covered under collective bargaining agreements. Approximately 3.2% of the Company's collectively bargained workforce are working under contracts set to expire within one year.

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FAIR VALUE MEASUREMENTS

12 Months Ended

Mar. 31, 2012

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

The Company follows the Fair Value Measurement and Disclosures topic of the ASC, which requires additional disclosures about the Company's assets and liabilities that are measured at fair value and establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

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

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

Level 3. Unobservable inputs for the asset or liability

The following table provides the liabilities reported at fair value in Other noncurrent liabilities and assets reported at fair value in Prepaid and other current assets, each measured on a recurring basis:

				March 31, 2012
				Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
Description	Total			(Level 1)		(Level 2)		(Level 3)
Contingent consideration liabilities	$	(2,019	)	$	—	$	—	$	(2,019	)
Derivative assets	$	212		$	—	$	212	$	—

				March 31, 2011
				Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs			Significant Unobservable Inputs
Description	Total			(Level 1)		(Level 2)			(Level 3)
Contingent consideration liabilities	$	(2,870	)	$	—	$	—		$	(2,870	)
Derivative liabilities	$	(377	)	$	—	$	(377	)	$	—

The fair value of the contingent consideration at the date of the acquisition of ANS was $1,926 which was estimated using the income approach based on significant inputs that are not observable in the market. The maximum amount of the ANS earnout that could be earned is $3,000. Key assumptions included a discount rate and probability assessments of each milestone payment being made. The assumptions used to develop the estimate have not changed since the date of acquisition, with the exception of the present value factor.

Due to changes in the projected earnings over the related contingent consideration period, the Company concluded that the fair value of the contingent consideration for the acquisition of Fabritech, which was acquired in March 2010, was zero as of March 31, 2012. The maximum amount of the earnout that could be earned is $16,000. As a result, a benefit of $2,870 was recognized and included within "Interest expense and other" for the fiscal year ended March 31, 2012. In addition, the Company considered these changes in projected earnings to be an indicator of impairment of the associated long-lived asset group (whose carrying value was $9,265 at December 31, 2011) and, as a result, tested these long-lived assets for recoverability as of December 31, 2011 and concluded the long-lived asset group was recoverable.

Derivative liabilities included in the table above relate to derivative financial instruments that the Company uses to manage its exposure to fluctuations in foreign currency exchange rates. Foreign currency exchange contracts are entered into to manage the exchange rate risk of forecasted foreign currency denominated cash payments. The foreign currency exchange contracts are designated as cash flow hedges. The classification of gains and losses resulting from changes in the fair values of derivatives is dependent on the intended use of the derivative and its resulting designation. Adjustments to reflect changes in fair values of derivatives attributable to the effective portion of hedges that are considered highly effective hedges are reflected net of income taxes in accumulated other comprehensive income (loss) until the hedged transaction is recognized in earnings. Changes in the fair value of the derivatives that are attributable to the ineffective portion of the hedges, or of derivatives that are not considered to be highly effective hedges, if any, are immediately recognized in earnings within "Interest expense and other." The aggregate notional amount of our outstanding foreign currency exchange contracts at March 31, 2012 was $6,032.

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

		Amount of Gain (Loss) in OCI (Effective Portion) Year ended March 31,						Reclassification Adjustment Gain (Loss) Amount Year ended March 31,
	Reclassification Adjustment Gain (Loss) Location (Effective Portion)
Cash Flow Hedges		2012			2011			2012		2011
Derivatives	Interest expense and other	$	(364	)	$	(1,188	)	$	156	$	(2,282	)

The amount of ineffectiveness on derivatives is not significant. The Company estimates that approximately $132 of gains presently in accumulated other comprehensive income (loss) will be reclassified into earnings during fiscal 2013.

The following table represents a rollforward of the balances of our liabilities recorded at fair value that are valued using Level 3 inputs:

	March 31, 2011 Balance		Net Purchases (Sales), Issues (Settlements)		Net Realized Appreciation (Depreciation)			Net Unrealized Appreciation (Depreciation)		March 31, 2012 Balance
Contingent consideration	$	2,870	$	1,926	$	(2,777	)	$	—	$	2,019

	March 31, 2010 Balance		Net Purchases (Sales), Issues (Settlements)		Net Realized Appreciation (Depreciation)		Net Unrealized Appreciation (Depreciation)		March 31, 2011 Balance
Contingent consideration	$	2,545	$	—	$	325	$	—	$	2,870

The Financial Instruments topic of the ASC requires disclosure of the estimated fair value of certain financial instruments. These estimated fair values as of March 31, 2012 and 2011 have been determined using available market information and appropriate valuation methodologies. Considerable judgment is required to interpret market data to develop estimates of fair value. The estimates presented are not necessarily indicative of amounts the Company could realize in a current market exchange. The use of alternative market assumptions and estimation methodologies could have had a material effect on these estimates of fair value.

The carrying amounts of certain of our financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximate fair value because of their short maturities. Carrying amounts and the related estimated fair values of the Company's financial instruments not recorded at fair value in the financial statements are as follows:

	March 31, 2012					March 31, 2011
	Carrying Value		Fair Value			Carrying Value			Fair Value
Long-term debt	$	1,158,862	$	1,385,264	1,312,004,000	$	1,312,004	1,483,796,000	$	1,483,796

The fair value of the long-term debt was calculated based on either interest rates available for debt with terms and maturities similar to the Company's existing debt arrangements or broker quotes on our existing debt (Level 2 inputs).

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SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS (Details 3) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Consolidating Financial Statements, Captions
Net income (loss)	$ 280,857	$ 149,899	$ 67,762
Adjustments to reconcile net income to net cash (used in) provided by operating activities	(53,076)	(7,595)	101,886
Net cash (used in) provided by operating activities	227,781	142,304	169,648
Capital expenditures	(93,969)	(90,025)	(31,665)
Reimbursement Revenue	3,437	0	0
Proceeds from sale of assets	(8,758)	(4,213)	(615)
Acquisitions, net of cash acquired	11,951	(333,228)	(31,493)
Net cash used in investing activities	(69,823)	(419,040)	(62,543)
Net increase in revolving credit facility	235,000	85,000	(127,730)
Proceeds on issuance of debt	92,253	846,105	186,930
Retirements and repayments of debt	(484,538)	(745,852)	(13,811)
Payment of deferred financing costs	(3,999)	(22,790)	(8,344)
Dividends paid	(6,899)	(3,574)	(2,666)
Receipt (Repayment) of Government Grants	(2,180)	(1,695)
Repurchase of restricted shares for minimum tax obligation	(609)	(1,861)	(470)
Proceeds from exercise of stock options, including excess tax benefit	4,721	3,034	1,367
Intercompany financing and advances	0	0	0
Net cash (used in) provided by financing activities	(166,251)	158,367	35,276
Effect of exchange rate changes on cash and cash equivalents	(1,373)	479	359
Net change in cash and cash equivalents	(9,666)	(117,890)	142,740
Cash at beginning of period	(39,328)	(157,218)	(14,478)
Cash at end of period	(29,662)	(39,328)	(157,218)
Parent
Consolidating Financial Statements, Captions
Net income (loss)	88,628	19,616	28,538
Adjustments to reconcile net income to net cash (used in) provided by operating activities	(22,063)	34,398	23,247
Net cash (used in) provided by operating activities	66,565	54,014	51,785
Capital expenditures	(2,891)	(16,445)	(1,815)
Reimbursement Revenue	0
Proceeds from sale of assets	(4,952)	0	0
Acquisitions, net of cash acquired	0	0	0
Net cash used in investing activities	2,061	(16,445)	(1,815)
Net increase in revolving credit facility	235,000	85,000	(127,730)
Proceeds on issuance of debt	0	695,695	172,477
Retirements and repayments of debt	(398,908)	(593,104)	(4,446)
Payment of deferred financing costs	(3,999)	(22,790)	(8,344)
Dividends paid	(6,899)	(3,574)	(2,666)
Receipt (Repayment) of Government Grants	0	0
Repurchase of restricted shares for minimum tax obligation	(609)	(1,861)	(470)
Proceeds from exercise of stock options, including excess tax benefit	4,721	3,034	1,367
Intercompany financing and advances	92,767	(331,136)	64,458
Net cash (used in) provided by financing activities	(77,927)	(168,736)	94,646
Effect of exchange rate changes on cash and cash equivalents	0	0	0
Net change in cash and cash equivalents	(9,301)	(131,167)	144,616
Cash at beginning of period	(17,270)	(148,437)	(3,821)
Cash at end of period	(7,969)	(17,270)	(148,437)
Guarantors Subsidiaries
Consolidating Financial Statements, Captions
Net income (loss)	192,054	119,892	34,386
Adjustments to reconcile net income to net cash (used in) provided by operating activities	(16,455)	(14,850)	73,207
Net cash (used in) provided by operating activities	175,599	105,042	107,593
Capital expenditures	(85,441)	(72,237)	(22,900)
Reimbursement Revenue	3,437
Proceeds from sale of assets	(3,690)	4,156	(614)
Acquisitions, net of cash acquired	11,951	(333,228)	(27,674)
Net cash used in investing activities	(66,363)	(401,309)	(49,960)
Net increase in revolving credit facility	0	0	0
Proceeds on issuance of debt	5,853	10	14,453
Retirements and repayments of debt	(16,857)	(25,761)	(9,262)
Payment of deferred financing costs	0	0	0
Dividends paid	0	0	0
Receipt (Repayment) of Government Grants	(2,180)	(1,695)
Repurchase of restricted shares for minimum tax obligation	0	0	0
Proceeds from exercise of stock options, including excess tax benefit	0	0	0
Intercompany financing and advances	(95,568)	323,754	(66,569)
Net cash (used in) provided by financing activities	(108,752)	296,308	(61,378)
Effect of exchange rate changes on cash and cash equivalents	0	0	0
Net change in cash and cash equivalents	484	41	(3,745)
Cash at beginning of period	(1,753)	(1,712)	(5,457)
Cash at end of period	(2,237)	(1,753)	(1,712)
Non-Guarantor Subsidiaries
Consolidating Financial Statements, Captions
Net income (loss)	175	10,391	4,838
Adjustments to reconcile net income to net cash (used in) provided by operating activities	(14,558)	(27,143)	5,432
Net cash (used in) provided by operating activities	(14,383)	(16,752)	10,270
Capital expenditures	(5,637)	(1,343)	(6,950)
Reimbursement Revenue	0
Proceeds from sale of assets	(116)	(57)	(1)
Acquisitions, net of cash acquired	0	0	(3,819)
Net cash used in investing activities	(5,521)	(1,286)	(10,768)
Net increase in revolving credit facility	0	0	0
Proceeds on issuance of debt	86,400	150,400	0
Retirements and repayments of debt	(68,773)	(126,987)	(103)
Payment of deferred financing costs	0	0	0
Dividends paid	0	0	0
Receipt (Repayment) of Government Grants	0	0
Repurchase of restricted shares for minimum tax obligation	0	0	0
Proceeds from exercise of stock options, including excess tax benefit	0	0	0
Intercompany financing and advances	2,801	7,382	2,111
Net cash (used in) provided by financing activities	20,428	30,795	2,008
Effect of exchange rate changes on cash and cash equivalents	(1,373)	479	359
Net change in cash and cash equivalents	(849)	13,236	1,869
Cash at beginning of period	(20,305)	(7,069)	(5,200)
Cash at end of period	(19,456)	(20,305)	(7,069)
Eliminations
Consolidating Financial Statements, Captions
Net income (loss)	0	0	0
Adjustments to reconcile net income to net cash (used in) provided by operating activities	0	0	0
Net cash (used in) provided by operating activities	0	0	0
Capital expenditures	0	0	0
Reimbursement Revenue	0
Proceeds from sale of assets	0	0	0
Acquisitions, net of cash acquired	0	0	0
Net cash used in investing activities	0	0	0
Net increase in revolving credit facility	0	0	0
Proceeds on issuance of debt	0	0	0
Retirements and repayments of debt	0	0	0
Payment of deferred financing costs	0	0	0
Dividends paid	0	0	0
Receipt (Repayment) of Government Grants	0	0
Repurchase of restricted shares for minimum tax obligation	0	0	0
Proceeds from exercise of stock options, including excess tax benefit	0	0	0
Intercompany financing and advances	0	0	0
Net cash (used in) provided by financing activities	0	0	0
Effect of exchange rate changes on cash and cash equivalents	0	0	0
Net change in cash and cash equivalents	0	0	0
Cash at beginning of period	0	0	0
Cash at end of period	$ 0	$ 0	$ 0

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QUARTERLY FINANCIAL INFORMATION (Unaudited) QUARTERLY FINANCIAL INFORMATION (Unaudited) (Tables)

12 Months Ended

Mar. 31, 2012

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Information [Table Text Block]

	Fiscal 2012												Fiscal 2011
	June 30			Sept. 30			Dec. 31			Mar. 31 (4)			June 30 (5) (6)			Sept. 30			Dec. 31				Mar. 31
BUSINESS SEGMENT SALES
Aerostructures	$	643,306		$	587,977		$	626,046		$	714,247		$	231,335		$	577,700		$	613,544			$	703,461
Aerospace Systems	133,010			133,775			133,291			151,724			117,433			123,500			124,693				147,809
Aftermarket Services	70,368			70,547			68,639			83,120			59,797			68,686			74,709				69,536
Inter-segment Elimination	(1,621		)	(1,771		)	(2,014		)	(2,715		)	(1,356		)	(1,686		)	(2,093		)		(1,720		)
TOTAL SALES	$	845,063		$	790,528		$	825,962		$	946,376		$	407,209		$	768,200		$	810,853			$	919,086
GROSS PROFIT(1)	$	176,965		$	179,705		$	187,296		$	219,629		$	98,425		$	157,427		$	163,300			$	191,840
OPERATING INCOME
Aerostructures	$	87,974		$	92,489		$	103,947		$	119,004		$	36,067		$	69,964		$	70,606			$	91,146
Aerospace Systems	22,417			22,644			18,623			26,351			18,348			17,149			17,436				22,359
Aftermarket Services	6,961			7,015			6,917			10,966			4,121			8,163			9,494				6,996
Corporate	(11,972		)	(13,692		)	(11,847		)	26,918			(25,686		)	(9,159		)	(10,877		)		(12,091		)
TOTAL OPERATING INCOME	$	105,380		$	108,456		$	117,640		$	183,239		$	32,850		$	86,117		86,659				$	108,410
INCOME (LOSS) FROM
Continuing Operations	$	50,904		$	58,564		$	65,903		$	106,251		$	11,580		$	41,821		$	44,980			$	54,030
Discontinued Operations	(689		)	(76		)	—			—			(208		)	(281		)	(336		)		(1,687		)
NET INCOME	$	50,215		$	58,488		$	65,903		$	106,251		$	11,372		$	41,540		$	44,644			$	52,343
Basic Earnings (Loss) per share(2)
Continuing Operations	$	1.05		$	1.20		$	1.35		$	2.16		$	0.33		$	0.87		$	0.93			$	1.12
Discontinued Operations	(0.01		)	—			—			—			(0.01		)	(0.01		)	(0.01		)		(0.03		)
Net Income	$	1.04		$	1.20		$	1.35		$	2.16		$	0.32		$	0.86		$	0.93		*	$	1.09
Diluted Earnings (Loss) per share(2)(3)
Continuing Operations	$	0.99		$	1.13		$	1.27		$	2.03		$	0.31		$	0.84		$	0.88			$	1.05
Discontinued Operations	(0.01		)	—			—			—			(0.01		)	(0.01		)	(0.01		)		(0.03		)
Net Income	$	0.98		$	1.13		$	1.27		$	2.03		$	0.30		$	0.83		$	0.88		*	$	1.02

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GOODWILL (Tables)

12 Months Ended

Mar. 31, 2012

Mar. 31, 2011

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of changes in the carrying value of goodwill by reportable segment

	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	1,949			—			3,753		5,702
Purchase price adjustments	(215		)	—			—		(215		)
Purchase accounting adjustments	11,497			—			—		11,497
Effect of exchange rate changes and other	—			(1,190		)	—		(1,190		)
Balance, March 31, 2012	$	1,307,709		$	182,443		$	56,222	$	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		—		—		1,026,763
Purchase price adjustments	8,000		3,048		111		11,159
Effect of exchange rate changes and other	—		2,004		—		2,004
Balance, March 31, 2011	$	1,294,478	$	183,633	$	52,469	$	1,530,580

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COLLECTIVE BARGAINING AGREEMENTS

12 Months Ended

Mar. 31, 2012

Collective Bargaining Agreements [Abstract]

Concentration Risk Disclosure [Text Block]

CUSTOMER CONCENTRATION

Trade accounts receivable from The Boeing Company ("Boeing") represented approximately 37% and 32% of total accounts receivable as of March 31, 2012 and 2011, respectively. The Company had no other significant concentrations of credit risk. Sales to Boeing for fiscal 2012 were $1,589,432, or 47% of net sales, of which $1,493,786, $65,159 and $30,487 were from the Aerostructures segment, the Aerospace Systems segment and the Aftermarket Services segment, respectively. Sales to Boeing for fiscal 2011 were $1,317,398, or 45% of net sales, of which $1,226,246, $58,207 and $32,945 were from the Aerostructures segment, the Aerospace Systems segment and the Aftermarket Services segment, respectively. Sales to Boeing for fiscal 2010 were $388,975, or 30% of net sales, of which $283,535, $68,668 and $36,772 were from the Aerostructures segment, the Aerospace Systems segment and the Aftermarket Services segment, respectively. No other single customer accounted for more than 10% of the Company's net sales; however, the loss of any significant customer, including Boeing, could have a material adverse effect on the Company and its operating subsidiaries.

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

COLLECTIVE BARGAINING AGREEMENTS

Approximately 28% of the Company's labor force is covered under collective bargaining agreements. Approximately 3.2% of the Company's collectively bargained workforce are working under contracts set to expire within one year.

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SEGMENTS

12 Months Ended

Mar. 31, 2012

Segment Reporting [Abstract]

SEGMENTS

SEGMENTS

The Company reports financial performance based on the following three reportable segments: the Aerostructures Group, the Aerospace Systems Group and the Aftermarket Services Group. The Company's CODM utilizes EBITDA as a primary measure of profitability to evaluate performance of its segments and allocate resources.

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.

Segment EBITDA is total segment revenue reduced by operating expenses (less depreciation and amortization) identifiable with that segment. Corporate includes general corporate administrative costs and any other costs not identifiable with one of the Company's segments, including curtailment gains or losses on the Company's defined benefit plans, such as the $40,400 curtailment gain, net for the fiscal year ended March 31, 2012.

The Company does not accumulate net sales information by product or service or groups of similar products and services, and therefore the Company does not disclose net sales by product or service because to do so would be impracticable.

Selected financial information for each reportable segment and the reconciliation of EBITDA to operating income before interest is as follows:

	Year Ended March 31,
	2012			2011			2010
Net sales:
Aerostructures	$	2,571,576		$	2,126,040		$	605,423
Aerospace systems	551,800			513,435			473,409
Aftermarket services	292,674			272,728			224,663
Elimination of inter-segment sales	(8,121		)	(6,855		)	(8,715		)
	$	3,407,929		$	2,905,348		$	1,294,780
Income before income taxes:
Operating income (loss):
Aerostructures	$	403,414		$	267,783		$	102,271
Aerospace systems	90,035			75,292			68,069
Aftermarket services	31,859			28,774			11,226
Corporate	(10,593		)	(57,813		)	(26,285		)
	514,715			314,036			155,281
Interest expense and other	77,138			79,559			28,865
Gain on early extinguishment of debt	—			—			(39		)
	$	437,577		$	234,477		$	126,455
Depreciation and amortization:
Aerostructures	$	89,113		$	69,451		$	24,025
Aerospace systems	17,363			17,183			16,804
Aftermarket services	9,487			11,101			12,855
Corporate	3,761			1,922			734
	$	119,724		$	99,657		$	54,418
Amortization of acquired contract liabilities, net:
Aerostructures	$	26,684		$	29,214		$	—
EBITDA:
Aerostructures	$	465,843		$	308,020		$	126,296
Aerospace systems	107,398			92,475			84,873
Aftermarket services	41,346			39,875			24,081
Corporate	(47,232		)	(55,891		)	(25,551		)
	$	567,355		$	384,479		$	209,699

	Year Ended March 31,
	2012		2011		2010
Capital expenditures:
Aerostructures	$	64,633	$	57,390	$	9,107
Aerospace systems	14,747		11,534		11,136
Aftermarket services	8,682		4,656		3,895
Corporate	5,907		16,445		7,527
	$	93,969	$	90,025	$	31,665

	March 31,
	2012		2011
Total Assets:
Aerostructures	$	3,593,091	$	3,509,750
Aerospace systems	556,485		554,235
Aftermarket services	317,440		307,413
Corporate	87,741		101,262
Discontinued operations	—		4,574
	$	4,554,757	$	4,477,234

During fiscal years ended March 31, 2012, 2011 and 2010, the Company had foreign sales of $463,864, $394,827 and $255,975, respectively. The Company reports as foreign sales those sales with delivery points outside of the United States. As of March 31, 2012 and 2011, the Company had foreign long-lived assets of $90,336 and $95,926, respectively.

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Consolidated Stockholders' Equity Consolidated Stockholders' Equity (Parenthetical) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Pension and postretirement benefit adjustments, income taxes	$ (77,523)	$ 70,349	$ (10)
Unrealized gain on cash flow hedge, tax	$ 222	$ 698	$ 221
Common Stock, Dividends, Per Share, Cash Paid	$ 0.14	$ 0.08	$ 0.08

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SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS

12 Months Ended

Mar. 31, 2012

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS

SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS

The Company's 2017 Notes and the 2018 Notes are fully and unconditionally guaranteed on a joint and several basis by Guarantor Subsidiaries. The total assets, stockholder's equity, revenue, earnings and cash flows from operating activities of the Guarantor Subsidiaries exceeded a majority of the consolidated total of such items as of and for the periods reported. The only consolidated subsidiaries of the Company that are not guarantors of the 2017 Notes and the 2018 Notes (the "Non-Guarantor Subsidiaries") are: (i) the receivables securitization special purpose entity, and (ii) the foreign operating subsidiaries. The following tables present condensed consolidating financial statements including Triumph Group, Inc. (the "Parent"), the Guarantor Subsidiaries, and the Non-Guarantor Subsidiaries. Such financial statements include balance sheets as of March 31, 2012 and 2011, statements of income and comprehensive income for the fiscal years ended March 31, 2012, 2011 and 2010, and statements of cash flows for the fiscal years ended March 31, 2012, 2011 and 2010.

SUMMARY CONSOLIDATING BALANCE SHEETS:

	March 31, 2012
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Current assets:
Cash and cash equivalents	$	7,969		$	2,237	$	19,456		$	—		$	29,662
Trade and other receivables, net	225			209,146		231,237			—			440,608
Inventories	—			789,913		28,043			—			817,956
Rotable assets	—			24,468		10,086			—			34,554
Deferred income taxes	—			72,259		—			—			72,259
Prepaid expenses and other	5,956			13,156		4,232			—			23,344
Total current assets	14,150			1,111,179		293,054			—			1,418,383
Property and equipment, net	10,444			674,036		48,900			—			733,380
Goodwill and other intangible assets, net	1,006			2,326,112		48,932			—			2,376,050
Other, net	25,060			1,488		396			—			26,944
Intercompany investments and advances	555,684			318,713		1,957			(876,354		)	—
Total assets	$	606,344		$	4,431,528	$	393,239		$	(876,354	)	$	4,554,757
Current liabilities:
Current portion of long-term debt	$	128,996		$	13,241	$	—		$	—		$	142,237
Accounts payable	2,548			257,136		6,440			—			266,124
Accrued expenses	46,123			256,413		9,084			—			311,620
Total current liabilities	177,667			526,790		15,524			—			719,981
Long-term debt, less current portion	847,049			49,576		120,000			—			1,016,625
Intercompany debt	(2,227,499		)	2,032,973		194,526			—			—
Accrued pension and other postretirement benefits, noncurrent	7,119			693,006		—			—			700,125
Deferred income taxes and other	8,639			317,362		(1,344		)	—			324,657
Total stockholders' equity	1,793,369			811,821		64,533			(876,354		)	1,793,369
Total liabilities and stockholders' equity	$	606,344		$	4,431,528	$	393,239		$	(876,354	)	$	4,554,757

SUMMARY CONSOLIDATING BALANCE SHEETS:

	March 31, 2011
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Current assets:
Cash and cash equivalents	$	17,270		$	1,753	$	20,305		$	—		$	39,328
Trade and other receivables, net	—			155,126		219,365			—			374,491
Inventories	—			750,311		31,403			—			781,714
Rotable assets	—			22,032		4,575			—			26,607
Deferred income taxes	—			68,536		—			—			68,536
Prepaid and other	7,514			9,967		660			—			18,141
Assets held for sale	—			4,574		—			—			4,574
Total current assets	24,784			1,012,299		276,308			—			1,313,391
Property and equipment, net	38,028			680,929		15,922			—			734,879
Goodwill and other intangible assets, net	1,677			2,336,735		51,788			—			2,390,200
Other, net	36,767			1,752		245			—			38,764
Intercompany investments and advances	673,212			65,510		4,199			(742,921		)	—
Total assets	$	774,468		$	4,097,225	$	348,462		$	(742,921	)	$	4,477,234
Current liabilities:
Current portion of long-term debt	$	180,669		$	17,177	$	102,406		$	—		$	300,252
Accounts payable	4,259			247,002		11,455			—			262,716
Accrued expenses	44,887			257,518		10,949			—			313,354
Liabilities related to assets held for sale	—			431		—			—			431
Total current liabilities	229,815			522,128		124,810			—			876,753
Long-term debt, less current portion	955,009			56,743		—			—			1,011,752
Intercompany debt	(2,060,150		)	1,916,421		143,729			—			—
Accrued pension and other postretirement benefits, noncurrent	5,906			687,502		—			—			693,408
Deferred income taxes and other	11,671			252,849		(1,416		)	—			263,104
Total stockholders' equity	1,632,217			661,582		81,339			(742,921		)	1,632,217
Total liabilities and stockholders' equity	$	774,468		$	4,097,225	$	348,462		$	(742,921	)	$	4,477,234

CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME:

	Fiscal year ended March 31, 2012
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net sales	$	—		$	3,310,929		$	104,229		$	(7,229	)	$	3,407,929
Operating costs and expenses:
Cost of sales	—			2,492,513			79,711			(7,229		)	2,564,995
Selling, general and administrative	33,936			190,145			18,472			—			242,553
Acquisition-related	6,342			—			—			—			6,342
Curtailment gain	(40,400		)	—			—			—			(40,400		)
Depreciation and amortization	1,933			112,477			5,314			—			119,724
	1,811			2,795,135			103,497			(7,229		)	2,893,214
Operating (loss) income	(1,811		)	515,794			732			—			514,715
Intercompany interest and charges	(188,865		)	185,282			3,583			—			—
Interest expense and other	75,959			4,322			(3,143		)	—			77,138
Income from continuing operations, before income taxes	111,095			326,190			292			—			437,577
Income tax expense	22,467			133,371			117			—			155,955
Income from continuing operations	88,628			192,819			175			—			281,622
Loss on discontinued operations, net	—			(765		)	—			—			(765		)
Net income	88,628			192,054			175			—			280,857
Other comprehensive income (loss)	232			(127,157		)	(2,852		)	—			(129,777		)
Total comprehensive income	$	88,860		$	64,897		$	(2,677	)	$	—		$	151,080

CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME:

	Fiscal year ended March 31, 2011
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net sales	$	—		$	2,813,506		$	97,630		$	(5,788	)	$	2,905,348
Operating costs and expenses:
Cost of sales	—			2,169,678			67,974			(5,788		)	2,231,864
Selling, general and administrative	34,989			189,486			14,414			—			238,889
Acquisition-related	20,902			—			—			—			20,902
Depreciation and amortization	1,922			94,235			3,500			—			99,657
	57,813			2,453,399			85,888			(5,788		)	2,591,312
Operating (loss) income	(57,813		)	360,107			11,742			—			314,036
Intercompany interest and charges	(163,530		)	160,290			3,240			—			—
Interest expense and other	74,343			8,292			(3,076		)	—			79,559
Income from continuing operations, before income taxes	31,374			191,525			11,578			—			234,477
Income tax expense	11,758			69,121			1,187			—			82,066
Income from continuing operations	19,616			122,404			10,391			—			152,411
Loss on discontinued operations, net	—			(2,512		)	—			—			(2,512		)
Net income	19,616			119,892			10,391			—			149,899
Other comprehensive income	1,188			114,780			3,798			—			119,766
Total comprehensive income	$	20,804		$	234,672		$	14,189		$	—		$	269,665

CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME:

	Fiscal year ended March 31, 2010
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
Net sales	$	—		$	1,227,738		$	79,029	$	(11,987	)	$	1,294,780
Operating costs and expenses:
Cost of sales	—			881,828			57,370		(11,987		)	927,211
Selling, general and administrative	25,551			122,521			9,798		—			157,870
Depreciation and amortization	734			50,668			3,016		—			54,418
	26,285			1,055,017			70,184		(11,987		)	1,139,499
Operating (loss) income	(26,285		)	172,721			8,845		—			155,281
Intercompany interest and charges	(87,564		)	87,092			472		—			—
Interest expense and other	23,415			3,529			1,921		—			28,865
Gain on extinguishment of debt	(39		)	—			—		—			(39		)
Income from continuing operations, before income taxes	37,903			82,100			6,452		—			126,455
Income tax expense	9,365			30,188			1,614		—			41,167
Income from continuing operations	28,538			51,912			4,838		—			85,288
Loss on discontinued operations, net	—			(17,526		)	—		—			(17,526		)
Net income	28,538			34,386			4,838		—			67,762
Other comprehensive income (loss)	740			(17		)	2,215		—			2,938
Total comprehensive income	$	29,278		$	34,369		$	7,053	$	—		$	70,700

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:

	Fiscal year ended March 31, 2012
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated Total
Net income	$	88,628		$	192,054		$	175		$	—	$	280,857
Adjustments to reconcile net income to net cash provided by (used in) operating activities	(22,063		)	(16,455		)	(14,558		)	—		(53,076		)
Net cash provided by (used in) operating activities	66,565			175,599			(14,383		)	—		227,781
Capital expenditures	(2,891		)	(85,441		)	(5,637		)	—		(93,969		)
Reimbursements of capital expenditures	—			3,437			—			—		3,437
Proceeds from sale of assets and businesses	4,952			3,690			116			—		8,758
Cash used for businesses and intangible assets acquired	—			11,951			—			—		11,951
Net cash provided by (used in) investing activities	2,061			(66,363		)	(5,521		)	—		(69,823		)
Net increase in revolving credit facility	235,000			—			—			—		235,000
Proceeds on issuance of debt	—			5,853			86,400			—		92,253
Retirements and repayments of debt	(398,908		)	(16,857		)	(68,773		)	—		(484,538		)
Payments of deferred financing costs	(3,999		)	—			—			—		(3,999		)
Dividends paid	(6,899		)	—			—			—		(6,899		)
Repayment of governmental grant	—			(2,180		)	—			—		(2,180		)
Repurchase of restricted shares for minimum tax obligation	(609		)	—			—			—		(609		)
Proceeds from exercise of stock options, including excess tax benefit	4,721			—			—			—		4,721
Intercompany financing and advances	92,767			(95,568		)	2,801			—		—
Net cash (used in) provided by financing activities	(77,927		)	(108,752		)	20,428			—		(166,251		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(1,373		)	—		(1,373		)
Net change in cash and cash equivalents	(9,301		)	484			(849		)	—		(9,666		)
Cash and cash equivalents at beginning of year	17,270			1,753			20,305			—		39,328
Cash and cash equivalents at end of year	$	7,969		$	2,237		$	19,456		$	—	$	29,662

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:

	Fiscal year ended March 31, 2011
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated Total
Net income	$	19,616		$	119,892		$	10,391		$	—	$	149,899
Adjustments to reconcile net income to net cash provided by (used in) operating activities	34,398			(14,850		)	(27,143		)	—		(7,595		)
Net cash provided by (used in) operating activities	54,014			105,042			(16,752		)	—		142,304
Capital expenditures	(16,445		)	(72,237		)	(1,343		)	—		(90,025		)
Proceeds from sale of assets and businesses	—			4,156			57			—		4,213
Cash used for businesses and intangible assets acquired	—			(333,228		)	—			—		(333,228		)
Net cash used in investing activities	(16,445		)	(401,309		)	(1,286		)	—		(419,040		)
Net increase in revolving credit facility	85,000			—			—			—		85,000
Proceeds on issuance of debt	695,695			10			150,400			—		846,105
Retirements and repayments of debt	(593,104		)	(25,761		)	(126,987		)	—		(745,852		)
Payments of deferred financing costs	(22,790		)	—			—			—		(22,790		)
Dividends paid	(3,574		)	—			—			—		(3,574		)
Repayment of governmental grant	—			(1,695		)	—			—		(1,695		)
Repurchase of restricted shares for minimum tax obligation	(1,861		)	—			—			—		(1,861		)
Proceeds from exercise of stock options, including excess tax benefit	3,034			—			—			—		3,034
Intercompany financing and advances	(331,136		)	323,754			7,382			—		—
Net cash (used in) provided by financing activities	(168,736		)	296,308			30,795			—		158,367
Effect of exchange rate changes on cash and cash equivalents	—			—			479			—		479
Net change in cash and cash equivalents	(131,167		)	41			13,236			—		(117,890		)
Cash and cash equivalents at beginning of year	148,437			1,712			7,069			—		157,218
Cash and cash equivalents at end of year	$	17,270		$	1,753		$	20,305		$	—	$	39,328

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:

	Fiscal year ended March 31, 2010
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated Total
Net income	$	28,538		$	34,386		$	4,838		$	—	$	67,762
Adjustments to reconcile net income to net cash provided by operating activities	23,247			73,207			5,432			—		101,886
Net cash provided by operating activities	51,785			107,593			10,270			—		169,648
Capital expenditures	(1,815		)	(22,900		)	(6,950		)	—		(31,665		)
Proceeds from sale of assets and businesses	—			614			1			—		615
Cash used for businesses and intangible assets acquired	—			(27,674		)	(3,819		)	—		(31,493		)
Net cash used in investing activities	(1,815		)	(49,960		)	(10,768		)	—		(62,543		)
Net decrease in revolving credit facility	(127,730		)	—			—			—		(127,730		)
Proceeds on issuance of debt	172,477			14,453			—			—		186,930
Retirements and repayments of debt	(4,446		)	(9,262		)	(103		)	—		(13,811		)
Payments of deferred financing costs	(8,344		)	—			—			—		(8,344		)
Dividends paid	(2,666		)	—			—			—		(2,666		)
Withholding of restricted shares for minimum tax obligation	(470		)	—			—			—		(470		)
Proceeds from exercise of stock options, including excess tax benefit	1,367			—			—			—		1,367
Intercompany financing and advances	64,458			(66,569		)	2,111			—		—
Net cash (used in) provided by financing activities	94,646			(61,378		)	2,008			—		35,276
Effect of exchange rate changes on cash and cash equivalents	—			—			359			—		359
Net change in cash and cash equivalents	144,616			(3,745		)	1,869			—		142,740
Cash and cash equivalents at beginning of year	3,821			5,457			5,200			—		14,478
Cash and cash equivalents at end of year	$	148,437		$	1,712		$	7,069		$	—	$	157,218

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INCOME TAXES (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Income Tax Contingency [Line Items]
Valuation Allowance, Deferred Tax Asset, Change in Amount	$ 387
Effective income tax rate (as a percent)	35.60%	35.00%	31.90%
Proceeds from Income Tax Refunds	29,314
Tax Adjustments, Settlements, and Unusual Provisions	1,537
Income Tax Credits and Adjustments	1,225
Income Tax Holiday, Aggregate Dollar Amount	2,514	1,972	149
Income Tax Holiday, Income Tax Benefits Per Share	$ 0.0005	$ 0.0004	$ 0.0000
Deferred Tax Liability Not Recognized, Amount of Unrecognized Deferred Tax Liability	28,654
Total accrued income tax related interest and penalties	239	156
Unrecognized Tax Benefits	7,199	6,934
Amount of unrecognized tax benefits that would impact the effective tax rate, if recognized	5,415	5,151
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit	0
Number of states which notified the entity of an income tax examination for tax years ended March 31, 2007 through March 31, 2009	1
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense	82	23	143
Domestic Country [Member]
Income Tax Contingency [Line Items]
Operating Loss Carryforwards	674,209
Foreign Country [Member]
Income Tax Contingency [Line Items]
Operating Loss Carryforwards	$ 351

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DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE (Tables)

12 Months Ended

Mar. 31, 2012

Discontinued Operations and Disposal Groups [Abstract]

Schedule of assets and liabilities held for sale

	March 31, 2011
Assets held for sale:
Trade and other receivables, net	$	1,314
Inventories	237
Property, plant and equipment	3,000
Other	23
Total assets held for sale	$	4,574
Liabilities held for sale:
Accounts payable	$	99
Accrued expenses	154
Other noncurrent liabilities	178
Total liabilities held for sale	$	431

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FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Mar. 31, 2012

Fair Value Disclosures [Abstract]

Assets and liabilities reported at fair value and measured on a recurring basis

				March 31, 2012
				Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
Description	Total			(Level 1)		(Level 2)		(Level 3)
Contingent consideration liabilities	$	(2,019	)	$	—	$	—	$	(2,019	)
Derivative assets	$	212		$	—	$	212	$	—

				March 31, 2011
				Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs			Significant Unobservable Inputs
Description	Total			(Level 1)		(Level 2)			(Level 3)
Contingent consideration liabilities	$	(2,870	)	$	—	$	—		$	(2,870	)
Derivative liabilities	$	(377	)	$	—	$	(377	)	$	—

Schedule of carrying amounts and the related estimated fair values of financial instruments

	March 31, 2012					March 31, 2011
	Carrying Value		Fair Value			Carrying Value			Fair Value
Long-term debt	$	1,158,862	$	1,385,264	1,312,004,000	$	1,312,004	1,483,796,000	$	1,483,796

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location [Table Text Block]

		Amount of Gain (Loss) in OCI (Effective Portion) Year ended March 31,						Reclassification Adjustment Gain (Loss) Amount Year ended March 31,
	Reclassification Adjustment Gain (Loss) Location (Effective Portion)
Cash Flow Hedges		2012			2011			2012		2011
Derivatives	Interest expense and other	$	(364	)	$	(1,188	)	$	156	$	(2,282	)

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

	March 31, 2011 Balance		Net Purchases (Sales), Issues (Settlements)		Net Realized Appreciation (Depreciation)			Net Unrealized Appreciation (Depreciation)		March 31, 2012 Balance
Contingent consideration	$	2,870	$	1,926	$	(2,777	)	$	—	$	2,019

	March 31, 2010 Balance		Net Purchases (Sales), Issues (Settlements)		Net Realized Appreciation (Depreciation)		Net Unrealized Appreciation (Depreciation)		March 31, 2011 Balance
Contingent consideration	$	2,545	$	—	$	325	$	—	$	2,870

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LEASES LEASES (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Operating Lease Commitments by Year [Line Items]
Operating Leases, Future Minimum Payments Due, Current	$ 22,331
Operating Leases, Future Minimum Payments, Due in Two Years	16,091
Operating Leases, Future Minimum Payments, Due in Three Years	13,605
Operating Leases, Future Minimum Payments, Due in Four Years	11,955
Operating Leases, Future Minimum Payments, Due in Five Years	8,401
Operating Leases, Future Minimum Payments, Due Thereafter	20,755
Operating Leases, Future Minimum Payments Receivable, Current	618
Operating Leases, Future Minimum Payments Receivable, in Two Years	547
Operating Leases, Future Minimum Payments Receivable, in Three Years	557
Operating Leases, Future Minimum Payments Receivable, in Four Years	567
Operating Leases, Future Minimum Payments Receivable, in Five Years	577
Operating Leases, Future Minimum Payments Receivable, Thereafter	291
Operating Leases, Rent Expense, Net	$ 43,392	$ 43,865	$ 14,954

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Mar. 31, 2011
Current assets:
Cash and cash equivalents	$ 29,662	$ 39,328
Trade and other receivables, less allowance for doubtful accounts of $3,900 and $3,196	440,608	374,491
Inventories, net of unliquidated progress payments of $164,450 and $138,206	817,956	781,714
Rotable assets	34,554	26,607
Deferred Tax Assets, Net, Current	72,259	68,536
Prepaid and other current assets	23,344	18,141
Assets held for sale	0	4,574
Total current assets	1,418,383	1,313,391
Property and equipment, net	733,380	734,879
Goodwill	1,546,374	1,530,580
Intangible assets, net	829,676	859,620
Deferred income taxes, noncurrent	527	0
Other, net	26,417	38,764
Total assets	4,554,757	4,477,234
Current liabilities:
Current portion of long-term debt	142,237	300,252
Accounts payable	266,124	262,716
Accrued expenses	311,620	313,354
Liabilities related to assets held for sale	0	431
Total current liabilities	719,981	876,753
Long-term debt, less current portion	1,016,625	1,011,752
Accrued pension and other postretirement benefits, noncurrent	700,125	693,408
Deferred income taxes, noncurrent	188,370	92,810
Other noncurrent liabilities	136,287	167,788
Temporary equity	0	2,506
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	50	49
Capital in excess of par value	833,935	819,197
Treasury stock, at cost, 58,533 and 177,184 shares	(1,716)	(5,085)
Accumulated other comprehensive (loss) income	(9,306)	120,471
Retained earnings	970,406	697,585
Total stockholders' equity	1,793,369	1,632,217
Total liabilities and stockholders' equity	$ 4,554,757	$ 4,477,234

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ACCRUED EXPENSES ACCRUED EXPENSES (Tables)

12 Months Ended

Mar. 31, 2012

Accrued Liabilities [Abstract]

Schedule of Accrued Liabilities [Table Text Block]

	March 31,
	2012		2011
Accrued pension	$	3,938	$	3,931
Deferred revenue, advances and progress billings	29,916		42,439
Accrued other postretirement benefits	36,526		35,456
Accrued compensation	123,141		104,444
Accrued interest	14,773		19,711
Warranty reserve	11,416		15,242
Accrued workers' compensation	13,365		11,988
Accrued insurance	13,534		13,244
All other	65,011		66,899
Total accrued expenses	$	311,620	$	313,354

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COLLECTIVE BARGAINING AGREEMENTS COLLECTIVE BARGAINING AGREEMENTS (Details)	Mar. 31, 2012
Unionized Employees Concentration Risk [Member]
Concentration of Credit Risk
Concentration Risk, Percentage	28.00%
Unionized Employees Concentration Risk Expire Within One Year [Member]
Concentration of Credit Risk
Concentration Risk, Percentage	3.20%

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Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Statement of Income and Comprehensive Income [Abstract]
Pension and postretirement benefit adjustments, income taxes	$ (77,523)	$ 70,349	$ (10)
Unrealized gain on cash flow hedge, tax	$ 222	$ 698	$ 221

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FAIR VALUE MEASUREMENTS (Details 2) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Mar. 31, 2011
Carrying amounts and related estimated fair values of financial instruments not recorded at fair value in financial statements
Long-term debt	$ 1,158,862	$ 1,312,004
Carrying Value
Carrying amounts and related estimated fair values of financial instruments not recorded at fair value in financial statements
Long-term debt	1,158,862	1,312,004
Estimate of Fair Value, Fair Value Disclosure [Member]
Carrying amounts and related estimated fair values of financial instruments not recorded at fair value in financial statements
Long-term debt	$ 1,385,264	$ 1,483,796

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AMORTIZATION OF ACQUIRED CONTRACTS POLICIES (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010	Mar. 31, 2012 Aerostructures	Mar. 31, 2011 Aerostructures	Mar. 31, 2010 Aerostructures	Jun. 16, 2010 Aerostructures Vought Aircraft Industries, Inc.
Revenue Recognition
Business Acquisition, Purchase Price Allocation, Unfavorable Contract Accrual							$ 124,548
Non-cash amortization of acquired contract liabilities	26,684	29,214	0	26,684	29,214	0
Acquired contract liabilities, net	68,650	95,334
Future Amortization Income, Year One				22,189
Future Amortization Income, Year Two				17,758
Future Amortization Income, Year Three				10,338
Future Amortization Income, Year Four				8,266
Future Amortization Income, Year Five				$ 6,096

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SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Consolidating Financial Statements, Captions
Net sales	$ 946,376	$ 825,962	$ 790,528	$ 845,063	$ 919,086	$ 810,853	$ 768,200	$ 407,209	$ 3,407,929	$ 2,905,348	$ 1,294,780
Operating costs and expenses:
Cost of sales									2,564,995	2,231,864	927,211
Selling, general and administrative									242,553	238,889	157,870
Acquisition and integration expenses									6,342	20,902	0
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Curtailments									(40,400)	0	0
Depreciation and amortization									119,724	99,657	54,418
Total operating costs and expenses									2,893,214	2,591,312	1,139,499
Operating income (loss)	183,239	117,640	108,456	105,380	108,410	86,659	86,117	32,850	514,715	314,036	155,281
Intercompany interest and charges									0	0	0
Interest expense and other									77,138	79,559	28,865
Gain on early extinguishment of debt									0	0	(39)
Income (loss) from continuing operations, before income taxes									437,577	234,477	126,455
Income tax expense (benefit)									155,955	82,066	41,167
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest	106,251	65,903	58,564	50,904	54,030	44,980	41,821	11,580	281,622	152,411	85,288
Loss on discontinued operations, net	0	0	(76)	(689)	(1,687)	(336)	(281)	(208)	(765)	(2,512)	(17,526)
Net income									280,857	149,899	67,762
Other Comprehensive Income (Loss), Net of Tax									(129,777)	119,766	2,938
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax									(2,852)	3,798	2,215
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest									151,080	269,665	70,700
Parent
Consolidating Financial Statements, Captions
Net sales									0	0	0
Operating costs and expenses:
Cost of sales									0	0	0
Selling, general and administrative									33,936	34,989	25,551
Acquisition and integration expenses									6,342	20,902
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Curtailments									(40,400)
Depreciation and amortization									1,933	1,922	734
Total operating costs and expenses									1,811	57,813	26,285
Operating income (loss)									(1,811)	(57,813)	(26,285)
Intercompany interest and charges									(188,865)	(163,530)	(87,564)
Interest expense and other									75,959	74,343	23,415
Gain on early extinguishment of debt											(39)
Income (loss) from continuing operations, before income taxes									111,095	31,374	37,903
Income tax expense (benefit)									22,467	11,758	9,365
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest									88,628	19,616	28,538
Loss on discontinued operations, net									0	0	0
Net income									88,628	19,616	28,538
Other Comprehensive Income (Loss), Net of Tax									232	1,188	740
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest									88,860	20,804	29,278
Guarantors Subsidiaries
Consolidating Financial Statements, Captions
Net sales									3,310,929	2,813,506	1,227,738
Operating costs and expenses:
Cost of sales									2,492,513	2,169,678	881,828
Selling, general and administrative									190,145	189,486	122,521
Acquisition and integration expenses									0	0
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Curtailments									0
Depreciation and amortization									112,477	94,235	50,668
Total operating costs and expenses									2,795,135	2,453,399	1,055,017
Operating income (loss)									515,794	360,107	172,721
Intercompany interest and charges									185,282	160,290	87,092
Interest expense and other									4,322	8,292	3,529
Gain on early extinguishment of debt											0
Income (loss) from continuing operations, before income taxes									326,190	191,525	82,100
Income tax expense (benefit)									133,371	69,121	30,188
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest									192,819	122,404	51,912
Loss on discontinued operations, net									(765)	(2,512)	(17,526)
Net income									192,054	119,892	34,386
Other Comprehensive Income (Loss), Net of Tax									(127,157)	114,780	(17)
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest									64,897	234,672	34,369
Non-Guarantor Subsidiaries
Consolidating Financial Statements, Captions
Net sales									104,229	97,630	79,029
Operating costs and expenses:
Cost of sales									79,711	67,974	57,370
Selling, general and administrative									18,472	14,414	9,798
Acquisition and integration expenses									0	0
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Curtailments									0
Depreciation and amortization									5,314	3,500	3,016
Total operating costs and expenses									103,497	85,888	70,184
Operating income (loss)									732	11,742	8,845
Intercompany interest and charges									3,583	3,240	472
Interest expense and other									(3,143)	(3,076)	1,921
Gain on early extinguishment of debt											0
Income (loss) from continuing operations, before income taxes									292	11,578	6,452
Income tax expense (benefit)									117	1,187	1,614
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest									175	10,391	4,838
Loss on discontinued operations, net									0	0	0
Net income									175	10,391	4,838
Other Comprehensive Income (Loss), Net of Tax										3,798	2,215
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax									(2,852)
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest									(2,677)	14,189	7,053
Eliminations
Consolidating Financial Statements, Captions
Net sales									(7,229)	(5,788)	(11,987)
Operating costs and expenses:
Cost of sales									(7,229)	(5,788)	(11,987)
Selling, general and administrative									0	0	0
Acquisition and integration expenses									0	0
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Curtailments									0
Depreciation and amortization									0	0	0
Total operating costs and expenses									(7,229)	(5,788)	(11,987)
Operating income (loss)									0	0	0
Intercompany interest and charges									0	0	0
Interest expense and other									0	0	0
Gain on early extinguishment of debt											0
Income (loss) from continuing operations, before income taxes									0	0	0
Income tax expense (benefit)									0	0	0
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest									0	0	0
Loss on discontinued operations, net									0	0	0
Net income									0	0	0
Other Comprehensive Income (Loss), Net of Tax									0	0	0
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest									$ 0	$ 0	$ 0

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SUBSEQUENT EVENTS

12 Months Ended

Mar. 31, 2012

Subsequent Events [Abstract]

Subsequent Events [Text Block]

SUBSEQUENT EVENTS

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 $1,000,000 outstanding at any time, with a $50,000 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).

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 and accrued but unpaid interest settled in cash and the conversion benefit settled through the issuance of 310,632 shares.

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ACQUISITIONS (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended	12 Months Ended								12 Months Ended						12 Months Ended
	Jun. 30, 2010	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010	Mar. 31, 2012 Aviation Network Services, LLC [Member] years	Jul. 01, 2015 Aviation Network Services, LLC [Member]	Jul. 01, 2014 Aviation Network Services, LLC [Member]	Jul. 01, 2013 Aviation Network Services, LLC [Member]	Oct. 31, 2011 Aviation Network Services, LLC [Member]	Mar. 31, 2011 Vought Aircraft Industries, Inc.	Jun. 16, 2010 Vought Aircraft Industries, Inc.	Jul. 01, 2013 Fabritech, Inc. [Member]	Jul. 01, 2012 Fabritech, Inc. [Member]	Mar. 31, 2012 Fabritech, Inc. [Member]	Feb. 01, 2010 Fabritech, Inc. [Member]	Mar. 31, 2010 Fiscal 2010 Acquisitions [Member] years	Jun. 16, 2010 Aerostructures Vought Aircraft Industries, Inc.
Recording of assets acquired and liabilities assumed
Cash																	$ 214,833
Trade and other receivables									625								165,789
Inventory									545								410,279
Prepaid expenses and other									12								4,850
Property and equipment									264								375,229
Business Acquisition, Purchase Price Allocation, Goodwill Amount									4,222							11,594	1,026,763
Intangible assets									3,753							7,421	807,000
Deferred tax assets																	244,895
Other assets																	384
Total assets									9,421								3,250,022
Accounts payable									79								143,995
Accrued expenses									44								269,492
Deferred tax liabilities									118								4,674
Debt																	590,710
Business Acquisition, Purchase Price Allocation, Unfavorable Contract Accrual																	124,548
Accrued pension and other postretirement benefits, noncurrent																	993,189
Other noncurrent liabilities									1,926								70,597
Total liabilities									2,167								2,197,205
Business Acquisition, Cost of Acquired Entity, Cash Paid											547,950
Shares issued as partial consideration in the acquisition (in shares)			14,992,330							14,992,330
Stock Issued During Period, Price Per Share, Acquisitions											$ 33.67
Stock Issued During Period, Value, Acquisitions			504,867							504,867
Business Acquisition, Contingent Consideration, at Fair Value									1,926					0	2,545
Business Acquisition, Contingent Consideration, Potential Cash Payment					3,000	1,000	900	1,100				4,600	11,400	16,000
Business Acquisition, Cost of Acquired Entity, Purchase Price									9,180		1,052,817					34,547
Business Combination, Acquisition Related Costs	17,367				168					20,902						406
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life					9.9											13.0
Acquisition and integration expenses		6,342	20,902	0
Professional Fees										4,583
Pro forma results of operations
Net sales										3,269,413
Income from continuing operations										154,999
Income from continuing operations - basic (in dollars per share)										$ 3.22
Income from continuing operations - diluted (in dollars per share)										$ 3.07
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual										1,527,326
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual										$ 161,629

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INCOME TAXES

12 Months Ended

Mar. 31, 2012

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

The components of pretax income are as follows:

	Year ended March 31,
	2012		2011		2010
Foreign	$	10,200	$	10,423	$	5,086
Domestic	427,377		224,054		121,369
	$	437,577	$	234,477	$	126,455

The components of income tax expense are as follows:

	Year ended March 31,
	2012			2011			2010
Current:
Federal	$	2,012		$	(2,955	)	$	30,095
State	352			1,331			2,819
Foreign	138			1,607			729
	2,502			(17		)	33,643
Deferred:
Federal	137,642			74,084			6,790
State	16,359			7,999			472
Foreign	(548		)	—			262
	153,453			82,083			7,524
	$	155,955		$	82,066		$	41,167

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

	Year ended March 31,
	2012		2011		2010
Statutory federal income tax rate	35.0	%	35.0	%	35.0	%
State and local income taxes, net of federal tax benefit	2.5		2.6		2.1
Miscellaneous permanent items and nondeductible accruals	(0.8	)	0.1		0.1
Research and development tax credit	(0.7	)	(1.4	)	(2.4	)
Foreign tax credits	(0.1	)	—		(0.1	)
Domestic production tax benefits	—		—		(1.9	)
Other	(0.3	)	(1.3	)	(0.9	)
Effective income tax rate	35.6	%	35.0	%	31.9	%

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

	March 31,
	2012			2011
Deferred tax assets:
Net operating loss carryforwards	$	144,616		$	190,724
Inventory	13,126			11,635
Accruals and reserves	56,033			55,224
Pension and other postretirement benefits	302,262			300,210
Acquired contract liabilities, net	25,960			36,100
Other	2,796			717
	544,793			594,610
Valuation allowance	(347		)	(734		)
Net deferred tax assets	544,446			593,876
Deferred tax liabilities:
Long-term contract accounting	154,846			134,854
Property and equipment	153,086			128,589
Goodwill and other intangible assets	331,296			331,288
Prepaid expenses and other	20,802			23,419
	660,030			618,150
Net deferred tax liabilities	$	115,584		$	24,274

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.

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	$	4,169
Additions for tax positions related to the current year	517
Additions for tax positions of prior years	629
Additions for the acquisition of Vought	5,151
Reductions for tax positions of prior years	(2,502		)
Reductions as a result of a lapse of statute of limitations	—
Settlements	(1,027		)
Ending Balance—March 31, 2011	6,937
Additions for tax positions related to the current year	345
Additions for tax positions of prior years	—
Reductions for tax positions of prior years	(149		)
Reductions as a result of a lapse of statute of limitations	—
Settlements	—
Ending Balance—March 31, 2012	$	7,133

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Valuation and Qualifying Accounts

12 Months Ended

Mar. 31, 2012

Valuation and Qualifying Accounts Disclosure [Line Items]

Schedule of Valuation and Qualifying Accounts Disclosure [Text Block]

	Balance at beginning of year		Additions charged to expense	Additions(1)	(Deductions)(2)		Balance at end of year
For year ended March 31, 2012:
Allowance for doubtful accounts receivable	$	3,196	1,282	528	(1,106	)	$	3,900
For year ended March 31, 2011:
Allowance for doubtful accounts receivable	$	4,276	152	16	(1,248	)	$	3,196
For year ended March 31, 2010:
Allowance for doubtful accounts receivable	$	5,641	773	699	(2,837	)	$	4,276

(1) Additions consist of trade and other receivable recoveries and miscellaneous adjustments.

(2) Deductions represent write-offs of related account balances.

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SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010	Mar. 31, 2009
Current assets:
Cash and cash equivalents	$ 29,662	$ 39,328	$ 157,218	$ 14,478
Trade and other receivables, net	440,608	374,491
Inventories	817,956	781,714
Rotable assets	34,554	26,607
Deferred Tax Assets, Net, Current	72,259	68,536
Prepaid and other current assets	23,344	18,141
Assets held for sale	0	4,574
Total current assets	1,418,383	1,313,391
Property and equipment, net	733,380	734,879
Goodwill and other intangible assets, net	2,376,050	2,390,200
Other, net	26,944	38,764
Intercompany investments and advances	0	0
Total assets	4,554,757	4,477,234
Current liabilities:
Current portion of long-term debt	142,237	300,252
Accounts payable	266,124	262,716
Accrued expenses	311,620	313,354
Liabilities related to assets held for sale	0	431
Total current liabilities	719,981	876,753
Long-term debt, less current portion	1,016,625	1,011,752
Intercompany debt	0	0
Accrued pension and other postretirement benefits, noncurrent	700,125	693,408
Deferred income taxes and other	324,657	263,104
Total stockholders' equity	1,793,369	1,632,217	860,686	788,563
Total liabilities and stockholders' equity	4,554,757	4,477,234
Parent
Current assets:
Cash and cash equivalents	7,969	17,270	148,437	3,821
Trade and other receivables, net	225	0
Inventories	0	0
Rotable assets	0	0
Deferred Tax Assets, Net, Current	0	0
Prepaid and other current assets	5,956	7,514
Assets held for sale		0
Total current assets	14,150	24,784
Property and equipment, net	10,444	38,028
Goodwill and other intangible assets, net	1,006	1,677
Other, net	25,060	36,767
Intercompany investments and advances	555,684	673,212
Total assets	606,344	774,468
Current liabilities:
Current portion of long-term debt	128,996	180,669
Accounts payable	2,548	4,259
Accrued expenses	46,123	44,887
Liabilities related to assets held for sale		0
Total current liabilities	177,667	229,815
Long-term debt, less current portion	847,049	955,009
Intercompany debt	(2,227,499)	(2,060,150)
Accrued pension and other postretirement benefits, noncurrent	7,119	5,906
Deferred income taxes and other	8,639	11,671
Total stockholders' equity	1,793,369	1,632,217
Total liabilities and stockholders' equity	606,344	774,468
Guarantors Subsidiaries
Current assets:
Cash and cash equivalents	2,237	1,753	1,712	5,457
Trade and other receivables, net	209,146	155,126
Inventories	789,913	750,311
Rotable assets	24,468	22,032
Deferred Tax Assets, Net, Current	72,259	68,536
Prepaid and other current assets	13,156	9,967
Assets held for sale		4,574
Total current assets	1,111,179	1,012,299
Property and equipment, net	674,036	680,929
Goodwill and other intangible assets, net	2,326,112	2,336,735
Other, net	1,488	1,752
Intercompany investments and advances	318,713	65,510
Total assets	4,431,528	4,097,225
Current liabilities:
Current portion of long-term debt	13,241	17,177
Accounts payable	257,136	247,002
Accrued expenses	256,413	257,518
Liabilities related to assets held for sale		431
Total current liabilities	526,790	522,128
Long-term debt, less current portion	49,576	56,743
Intercompany debt	2,032,973	1,916,421
Accrued pension and other postretirement benefits, noncurrent	693,006	687,502
Deferred income taxes and other	317,362	252,849
Total stockholders' equity	811,821	661,582
Total liabilities and stockholders' equity	4,431,528	4,097,225
Non-Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	19,456	20,305	7,069	5,200
Trade and other receivables, net	231,237	219,365
Inventories	28,043	31,403
Rotable assets	10,086	4,575
Deferred Tax Assets, Net, Current	0	0
Prepaid and other current assets	4,232	660
Assets held for sale		0
Total current assets	293,054	276,308
Property and equipment, net	48,900	15,922
Goodwill and other intangible assets, net	48,932	51,788
Other, net	396	245
Intercompany investments and advances	1,957	4,199
Total assets	393,239	348,462
Current liabilities:
Current portion of long-term debt	0	102,406
Accounts payable	6,440	11,455
Accrued expenses	9,084	10,949
Liabilities related to assets held for sale		0
Total current liabilities	15,524	124,810
Long-term debt, less current portion	120,000	0
Intercompany debt	194,526	143,729
Accrued pension and other postretirement benefits, noncurrent	0	0
Deferred income taxes and other	(1,344)	(1,416)
Total stockholders' equity	64,533	81,339
Total liabilities and stockholders' equity	393,239	348,462
Eliminations
Current assets:
Cash and cash equivalents	0	0	0	0
Trade and other receivables, net	0	0
Inventories	0	0
Rotable assets	0	0
Deferred Tax Assets, Net, Current	0	0
Prepaid and other current assets	0	0
Assets held for sale		0
Total current assets	0	0
Property and equipment, net	0	0
Goodwill and other intangible assets, net	0	0
Other, net	0	0
Intercompany investments and advances	(876,354)	(742,921)
Total assets	(876,354)	(742,921)
Current liabilities:
Current portion of long-term debt	0	0
Accounts payable	0	0
Accrued expenses	0	0
Liabilities related to assets held for sale		0
Total current liabilities	0	0
Long-term debt, less current portion	0	0
Intercompany debt	0	0
Accrued pension and other postretirement benefits, noncurrent	0	0
Deferred income taxes and other	0	0
Total stockholders' equity	(876,354)	(742,921)
Total liabilities and stockholders' equity	$ (876,354)	$ (742,921)

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EARNINGS PER SHARE

12 Months Ended

Mar. 31, 2012

Earnings Per Share [Abstract]

EARNINGS PER SHARE

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:

	Year ended March 31,
	2012	2011	2010
	(thousands)
Weighted-average common shares outstanding—basic	48,821	45,006	32,918
Net effect of dilutive stock options and nonvested stock	446	440	414
Net effect of convertible debt	2,606	2,042	—
Weighted-average common shares outstanding—diluted	51,873	47,488	33,332

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PROPERTY AND EQUIPMENT PROPERTY AND EQUIPMENT (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Property, Plant and Equipment [Line Items]
Land	$ 36,995	$ 37,270
Construction in process	29,523	87,157
Buildings and improvements	234,088	201,183
Furniture, fixtures and computer equipment	113,523	62,641
Machinery and equipment	721,215	668,460
Property, Plant and Equipment, Gross	1,135,344	1,056,711
Less accumulated depreciation	401,964	321,832
Property and equipment, net	733,380	734,879
Depreciation	85,811	68,891	39,715
Capitalized Computer Software, Gross	67,112	19,257
Capitalized Computer Software, Accumulated Amortization	$ 22,275	$ 10,720

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Consolidated Stockholders' Equity (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010	Mar. 31, 2009
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance	$ 1,793,369	$ 1,632,217	$ 1,793,369	$ 1,632,217	$ 860,686	$ 788,563
Net Income	106,251	52,343	280,857	149,899	67,762
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax			(2,852)	3,798	2,215
Other Comprehensive Income (Loss), Minimum Pension Liability Net Adjustment, Net of Tax			(127,289)	114,780	(17)
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax			364	1,188	740
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt, Subsequent Adjustments					(28)
Stock Issued During Period, Value, Acquisitions				504,867
Shares issued as partial consideration in the acquisition (in shares)				14,992,330
Stock Issued During Period, Value, Conversion of Convertible Securities			5,524
Shares issued to settle the conversion benefit of the notes (in shares)			772,438
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature			2,506	(2,506)
Stock Issued During Period, Value, Stock Options Exercised			2,841	2,884	1,161
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period			136,254	160,552	83,222
Dividends, Cash			(6,899)	(3,574)	(2,666)
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition			4,829	1,907	3,220
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures			123,890	65,942	107,894
Adjustments Related to Tax Withholding for Share-based Compensation			(609)	(1,862)	(470)
Shares Paid for Tax Withholding for Share Based Compensation			(14,264)	(51,910)	(23,742)
Adjustments to Additional Paid in Capital, Income Tax Benefit from Share-based Compensation			1,880	150	206
Common Stock [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance	50	49	50	49	33	33
Balance, Shares Outstanding	49,531,740	48,513,422	49,531,740	48,513,422	33,346,508	33,179,134
Stock Issued During Period, Value, Acquisitions				15
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition			1	1
Additional Paid-in Capital [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance	833,935	819,197	833,935	819,197	314,854	311,417
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt, Subsequent Adjustments					11
Stock Issued During Period, Value, Acquisitions				504,852
Stock Issued During Period, Value, Conversion of Convertible Securities			5,524
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature			2,506	(2,506)
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition			4,828	1,906	3,220
Adjustments Related to Tax Withholding for Share-based Compensation				(59)
Adjustments to Additional Paid in Capital, Income Tax Benefit from Share-based Compensation			1,880	150	206
Treasury Stock [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance	(1,716)	(5,085)	(1,716)	(5,085)	(7,921)	(9,785)
Stock Issued During Period, Value, Stock Options Exercised			3,978	4,639	2,334
Adjustments Related to Tax Withholding for Share-based Compensation			609	(1,803)	(470)
Accumulated Other Comprehensive Income (Loss) [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance	(9,306)	120,471	(9,306)	120,471	705	(2,233)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax			(2,852)	3,798	2,215
Other Comprehensive Income (Loss), Minimum Pension Liability Net Adjustment, Net of Tax			(127,289)	114,780	(17)
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax			364	1,188	740
Retained Earnings [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance	970,406	697,585	970,406	697,585	553,015	489,131
Net Income			280,857	149,899	67,762
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt, Subsequent Adjustments					(39)
Stock Issued During Period, Value, Stock Options Exercised			(1,137)	(1,755)	(1,173)
Dividends, Cash			$ (6,899)	$ (3,574)	$ (2,666)

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Mar. 31, 2011
Trade and other receivables, allowance for doubtful accounts (in dollars)	$ 3,900	$ 3,196
Inventories, unliquidated progress payments (in dollars)	$ 164,450	$ 138,206

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GOODWILL AND OTHER INTANGIBLE ASSETS

12 Months Ended

Mar. 31, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

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	1,949			—			3,753		5,702
Purchase price adjustments	(215		)	—			—		(215		)
Purchase accounting adjustments	11,497			—			—		11,497
Effect of exchange rate changes and other	—			(1,190		)	—		(1,190		)
Balance, March 31, 2012	$	1,307,709		$	182,443		$	56,222	$	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		—		—		1,026,763
Purchase price adjustments	8,000		3,048		111		11,159
Effect of exchange rate changes and other	—		2,004		—		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.

Intangible Assets

The components of intangible assets, net are as follows:

	March 31, 2012
	Weighted- Average Life (in Years)	Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships	16.3	$	460,054	$	(70,169	)	$	389,885
Product rights and licenses	12.0	37,776		(24,208		)	13,568
Noncompete agreements and other	13.0	7,327		(6,104		)	1,223
Tradename	Indefinite-lived	425,000		—			425,000
Total intangibles, net		$	930,157	$	(100,481	)	$	829,676

	March 31, 2011
	Weighted- Average Life (in Years)	Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships	16.4	$	456,282	$	(40,657	)	$	415,625
Product rights and licenses	12.0	73,739		(56,640		)	17,099
Noncompete agreements and other	12.7	13,239		(11,343		)	1,896
Tradename	Indefinite-lived	425,000		—			425,000
Total intangibles, net		$	968,260	$	(108,640	)	$	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.

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SUBSEQUENT EVENTS SUBSEQUENT EVENTS (Details) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Mar. 31, 2012	May 22, 2012
Subsequent Event [Line Items]
Aggregate principal borrowing capacity		$ 1,000,000
Shares issued to settle the conversion benefit of the notes (in shares)	772,438

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FAIR VALUE MEASUREMENTS (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended														12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010	Mar. 31, 2011 Estimate of Fair Value, Fair Value Disclosure [Member]	Mar. 31, 2011 Significant Unobservable Inputs (Level 3)	Mar. 31, 2011 Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2012 Fair value measured on a recurring basis Estimate of Fair Value, Fair Value Disclosure [Member]	Mar. 31, 2012 Fair value measured on a recurring basis Significant Unobservable Inputs (Level 3)	Mar. 31, 2012 Fair value measured on a recurring basis Fair Value, Inputs, Level 2 [Member]	Jul. 01, 2015 Aviation Network Services, LLC [Member]	Jul. 01, 2014 Aviation Network Services, LLC [Member]	Jul. 01, 2013 Aviation Network Services, LLC [Member]	Mar. 31, 2012 Aviation Network Services, LLC [Member]	Oct. 31, 2011 Aviation Network Services, LLC [Member]	Mar. 31, 2012 Fabritech, Inc. [Member]	Jul. 01, 2013 Fabritech, Inc. [Member]	Jul. 01, 2012 Fabritech, Inc. [Member]	Dec. 31, 2011 Fabritech, Inc. [Member]	Feb. 01, 2010 Fabritech, Inc. [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax	$ 132	$ (232)
Business Acquisition, Contingent Consideration, at Fair Value				2,870	2,870		(2,019)	(2,019)						(1,926)	0				(2,545)
Derivative Asset, Fair Value, Net							212		212
Derivative Liability, Fair Value, Gross Liability				377		377
Business Acquisition, Contingent Consideration, Potential Cash Payment										1,000	900	1,100	3,000		16,000	4,600	11,400
Long-Lived Assets																		9,265
Notional Amount of Foreign Currency Derivatives	6,032
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax	(364)	(1,188)	(740)
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	156	(2,282)
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value	2,019	2,870
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases	1,926	0
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings	(2,777)	325													(2,870)
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Other Comprehensive Income (Loss)	$ 0	$ 0

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STOCK COMPENSATION PLANS STOCK COMPENSATION PLANS (Details) (USD $) In Thousands, except Share data, unless otherwise specified	1 Months Ended	12 Months Ended
	Apr. 30, 2012 years	Mar. 31, 2012 years	Mar. 31, 2011	Mar. 31, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation		$ 4,988	$ 3,622	$ 3,220
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number		201,244	338,498
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price		$ 16.42	$ 18.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures		0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price		$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period		(136,254)	(160,552)	(83,222)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price		$ 20.84
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period		(1,000)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price		$ 19.18
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term		2.1
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value		7,413
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number		201,244
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price		$ 16.42
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Remaining Contractual Term		2.1
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value		7,413
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value		4,928	3,702	737
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant		2,425,782	2,569,080
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number		370,292	315,812
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value		$ 33.34	$ 28.15
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	101,857	143,298
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value		$ 42.76	$ 38.19	$ 20.28
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period		(76,060)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value		$ 30.09
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period		(12,758)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period, Weighted Average Grant Date Fair Value		$ 29.95
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Total Fair Value		3,194
Adjustments Related to Tax Withholding for Share-based Compensation		609	1,862	470
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized	4,232	3,290
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition	2.4	1.4
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense		$ 1,746	$ 1,268	$ 1,107
Director [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period		6,650	11,000	10,000

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Document and Entity Information (USD $)	12 Months Ended
	Mar. 31, 2012	May 15, 2012	Sep. 30, 2011
Entity Information [Line Items]
Document Period End Date	Mar. 31, 2012
Entity Registrant Name	TRIUMPH GROUP INC
Entity Central Index Key	0001021162
Document Type	10-K
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 2,341,000,000
Entity Common Stock, Shares Outstanding		49,825,972
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY
Entity Current Reporting Status	Yes

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ACCRUED EXPENSES

12 Months Ended

Mar. 31, 2012

Accrued Liabilities [Abstract]

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

ACCRUED EXPENSES

Accrued expenses are composed of the following items:

	March 31,
	2012		2011
Accrued pension	$	3,938	$	3,931
Deferred revenue, advances and progress billings	29,916		42,439
Accrued other postretirement benefits	36,526		35,456
Accrued compensation	123,141		104,444
Accrued interest	14,773		19,711
Warranty reserve	11,416		15,242
Accrued workers' compensation	13,365		11,988
Accrued insurance	13,534		13,244
All other	65,011		66,899
Total accrued expenses	$	311,620	$	313,354

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INCOME TAXES EFFECTIVE INCOME TAX RATE RECONCILIATION (Details)	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Income Tax Disclosure [Abstract]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate	35.00%	35.00%	35.00%
Effective Income Tax Rate Reconciliation, State and Local Income Taxes	2.50%	2.60%	2.10%
Effective Income Tax Rate Reconciliation, Nondeductible Expense	(0.80%)	0.10%	0.10%
Effective Income Tax Rate Reconciliation, Tax Credits, Research	(0.70%)	(1.40%)	(2.40%)
Effective Income Tax Rate Reconciliation, Tax Credits, Foreign	(0.10%)	0.00%	(0.10%)
Effective Income Tax Rate Reconciliation, Deductions, Qualified Production Activities	0.00%	0.00%	(1.90%)
Effective Income Tax Rate Reconciliation, Other Adjustments	(0.30%)	(1.30%)	(0.90%)
Effective income tax rate (as a percent)	35.60%	35.00%	31.90%

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PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS ROLLFORWARD OF LEVEL 3 ASSETS (Details) (USD $)	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Jun. 16, 2010
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	$ 1,881,954,000	$ 1,659,592,000
Private Equity Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	109,727,000	98,674,000
Private Equity Funds [Member] | Significant Unobservable Inputs (Level 3)
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	109,727,000	98,674,000	92,385,000
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases, Sales, Issuances, Settlements	1,163,000	(9,662,000)
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings	(1,729,000)	370,000
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Other Comprehensive Income (Loss)	11,619,000	15,581,000
Real Estate Investment [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets		51,734,000
Real Estate Investment [Member] | Significant Unobservable Inputs (Level 3)
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0	51,734,000	46,250,000
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases, Sales, Issuances, Settlements	(54,510,000)	0
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings	2,776,000	0
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Other Comprehensive Income (Loss)	0	5,484,000
Net Investment in Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	1,889,449,000	1,706,074,000
Net Investment in Securities [Member] | Significant Unobservable Inputs (Level 3)
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	109,727,000	150,408,000	138,635,000
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases, Sales, Issuances, Settlements	(53,347,000)	(9,662,000)
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings	1,047,000	370,000
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Other Comprehensive Income (Loss)	$ 11,619,000	$ 21,065,000

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Consolidated Statements of Income (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Net sales	$ 3,407,929	$ 2,905,348	$ 1,294,780
Operating costs and expenses:
Cost of sales (exclusive of depreciation and amortization shown separately below)	2,564,995	2,231,864	927,211
Selling, general and administrative	242,553	238,889	157,870
Depreciation and amortization	119,724	99,657	54,418
Acquisition and integration expenses	6,342	20,902	0
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Curtailments	(40,400)	0	0
Operating expenses	2,893,214	2,591,312	1,139,499
Operating income	514,715	314,036	155,281
Interest expense and other	77,138	79,559	28,865
Gain on early extinguishment of debt	0	0	(39)
Income from continuing operations before income taxes	437,577	234,477	126,455
Income tax expense	155,955	82,066	41,167
Income from continuing operations	281,622	152,411	85,288
Loss on discontinued operations, net	(765)	(2,512)	(17,526)
Net Income	$ 280,857	$ 149,899	$ 67,762
Earnings per share-basic:
Income from continuing operations (in dollars per share)	$ 5.77	$ 3.39	$ 2.59
Loss from discontinued operations, net (in dollars per share)	$ (0.02)	$ (0.06)	$ (0.53)
Net income (in dollars per share)	$ 5.75	$ 3.33	$ 2.06
Weighted-average common shares outstanding-basic (in shares)	48,821	45,006	32,918
Earnings per share-diluted:
Income from continuing operations (in dollars per share)	$ 5.43	$ 3.21	$ 2.56
Loss from discontinued operations, net (in dollars per share)	$ (0.01)	$ (0.05)	$ (0.53)
Net income (in dollars per share)	$ 5.41	$ 3.16	$ 2.03
Weighted-average common shares outstanding-diluted (in shares)	51,873	47,488	33,332

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Mar. 31, 2012

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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:

	March 31,
	2012			2011
Billed	$	436,877		$	339,823
Unbilled	3,269			12,886
Total trade receivables	440,146			352,709
Other receivables	4,362			24,978
Total trade and other receivables	444,508			377,687
Less: Allowance for doubtful accounts	(3,900		)	(3,196		)
Total trade and other receivables, net	$	440,608		$	374,491

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 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.

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.

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 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 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 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 contracts can span multiple years, the Company often segments 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 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.

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 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.

        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.

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 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	$	19,711
Charges to costs and expenses	3,261
Write-offs, net of recoveries	(8,483		)
Exchange rate changes	(16		)
Balance, March 31, 2012	$	14,473

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BASIS OF PRESENTATION AND ORGANIZATION

12 Months Ended

Mar. 31, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

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.

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.

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 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

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STOCKHOLDERS' EQUITY

12 Months Ended

Mar. 31, 2012

Stockholders' Equity Attributable to Parent [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

STOCKHOLDERS' EQUITY

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.

Accumulated Other Comprehensive (Loss) Income

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

	March 31,
	2012			2011
Pension and postretirement adjustments, net of income taxes of $9,060 and $(68,955), respectively	$	(14,783	)	$	112,506
Unrealized gains (losses) on derivatives, net of income taxes of ($80) and $142, respectively	132			(232		)
Foreign currency translation adjustments	5,345			8,197
	$	(9,306	)	$	120,471

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LEASES

12 Months Ended

Mar. 31, 2012

Leases [Abstract]

Leases of Lessee Disclosure [Text Block]

LEASES

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.

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

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STOCKHOLDERS' EQUITY STOCKHOLDERS' EQUITY (Details) (USD $)	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Feb. 28, 2008
Stockholders' Equity Attributable to Parent [Abstract]
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax	$ (14,783,000)	$ 112,506,000
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax	132,000	(232,000)
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	5,345,000	8,197,000
Accumulated other comprehensive (loss) income	(9,306,000)	120,471,000
Stock Repurchase Program, Number of Shares Authorized to be Repurchased			500,000
Stock Repurchase Program, Remaining Authorized Repurchase Amount	500,800
Shares issued as partial consideration in the acquisition (in shares)		14,992,330
Common Stock, Voting Rights	1
Preferred Stock, Par or Stated Value Per Share	$ 0.01
Preferred Stock, Shares Authorized	250,000
Preferred Stock, Shares Outstanding	0
Deferred Tax Assets, Other Comprehensive Loss	9,060,000
Deferred Tax Liabilities, Other Comprehensive Income		(68,955,000)
Accumulated Other Comprehensive Income (Loss) Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Tax	$ (80,000)	$ 142,000

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INVENTORIES

12 Months Ended

Mar. 31, 2012

Inventory Disclosure [Abstract]

INVENTORIES

INVENTORIES

Inventories are stated at the lower of cost (average-cost or specific-identification methods) or market. The components of inventories are as follows:

	March 31,
	2012			2011
Raw materials	$	53,103		$	72,174
Work-in-process	887,686			805,642
Finished goods	41,617			42,104
Less: unliquidated progress payments	(164,450		)	(138,206		)
Total inventories	$	817,956		$	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.

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 $19,385.

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MISCELLANEOUS ACCOUNTING POLICIES (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Stock-Based Compensation
Share-based Compensation	$ 4,988	$ 3,622	$ 3,220
Benefits of tax deductions in excess of recognized compensation expense	1,880	150	206
Deferred Compensation Share-based Arrangements, Liability, Classified, Noncurrent	1,873	1,176
Research and Development Expense [Abstract]
Research and Development Expense	$ 50,116	$ 50,465	$ 25,670
Net sales
Concentration of Credit Risk
Concentration Risk, Percentage	47.00%	45.00%	30.00%
Net sales | Aftermarket Services
Concentration of Credit Risk
Concentration Risk, Percentage	5.00%

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ACQUISITIONS

12 Months Ended

Mar. 31, 2012

Business Combinations [Abstract]

ACQUISITIONS

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.

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	$	625
Inventory	545
Prepaid expenses and other	12
Property and equipment	264
Goodwill	3,753
Intangible assets	4,222
Total assets	$	9,421
Accounts payable	$	79
Accrued expenses	44
Deferred tax liabilities	118
Other noncurrent liabilities	1,926
Total liabilities	$	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)	Shares		Estimated Fair Value		Form of Consideration
Number of Triumph shares issued to Vought shareholders	14,992,330
Triumph share price as of the acquisition date	$	33.68	$	504,867	Triumph common stock
Cash consideration transferred to Vought shareholders			547,950		Cash
Total fair value of consideration transferred			$	1,052,817

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:

	June 16, 2010
Cash	$	214,833
Accounts receivable	165,789
Inventory	410,279
Prepaid expenses and other	4,850
Property and equipment	375,229
Goodwill	1,026,763
Intangible assets	807,000
Deferred tax assets	244,895
Other assets	384
Total assets	$	3,250,022
Accounts payable	$	143,995
Accrued expenses	269,492
Deferred tax liabilities	4,674
Debt	590,710
Acquired contract liabilities, net	124,548
Accrued pension and other postretirement benefits, noncurrent	993,189
Other noncurrent liabilities	70,597
Total liabilities	$	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:

	Fiscal year ended
	March 31, 2011
Net sales	$	1,527,326
Operating income	$	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 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.

	Fiscal year ended
	March 31, 2011
Net sales	$	3,269,413
Income from continuing operations	154,999
Income from continuing operations—basic	$	3.22
Income from continuing operations—diluted	$	3.07

FISCAL 2010 ACQUISITIONS

Acquisition of DCL Avionics, Inc.

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.

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DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

12 Months Ended

Mar. 31, 2012

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

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.

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:

	March 31, 2011
Assets held for sale:
Trade and other receivables, net	$	1,314
Inventories	237
Property, plant and equipment	3,000
Other	23
Total assets held for sale	$	4,574
Liabilities held for sale:
Accounts payable	$	99
Accrued expenses	154
Other noncurrent liabilities	178
Total liabilities held for sale	$	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.

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PROPERTY AND EQUIPMENT

12 Months Ended

Mar. 31, 2012

Property, Plant and Equipment [Line Items]

Property, Plant and Equipment Disclosure [Text Block]

PROPERTY AND EQUIPMENT

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

	March 31,
	2012		2011
Land	$	36,995	$	37,270
Construction in process	29,523		87,157
Buildings and improvements	234,088		201,183
Furniture, fixtures and computer equipment	113,523		62,641
Machinery and equipment	721,215		668,460
	1,135,344		1,056,711
Less accumulated depreciation	401,964		321,832
	$	733,380	$	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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRODUCT WARRANTY POLICIES (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Accounting Policies [Abstract]
Standard Product Warranty Term (in years)	3
Extended Product Warranty Term (in years)	20
Product Warranty Accrual	$ 14,473	$ 19,711
Product Warranty Expense	3,261
Product Warranty Accrual, Payments	(8,483)
Product Warranty Accrual, Effect of Exchange Rate Changes	$ (16)

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EARNINGS PER SHARE (Details) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Earnings Per Share [Abstract]
Weighted-average common shares outstanding-basic (in shares)	48,821	45,006	32,918
Net effect of dilutive stock options (in shares)	446	440	414
Potential common shares - convertible debt (in shares)	2,606	2,042	0
Weighted average common shares outstanding - diluted (in shares)	51,873	47,488	33,332

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DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended			3 Months Ended		12 Months Ended			3 Months Ended	9 Months Ended
	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010	Dec. 31, 2009 Triumph Precision Castings Co.	Jun. 30, 2009 Triumph Precision Castings Co.	Mar. 31, 2012 Triumph Precision Castings Co.	Mar. 31, 2011 Triumph Precision Castings Co.	Mar. 31, 2010 Triumph Precision Castings Co.	Dec. 31, 2011 Triumph Accessory Services - Wellington (Milwaukee) [Member]	Dec. 31, 2011 Triumph Accessory Services - Wellington (Milwaukee) [Member]	Dec. 31, 2010 Triumph Accessory Services - Wellington (Milwaukee) [Member]
Discontinued operations and assets held for sale
Other Asset Impairment Charges												$ 17,383	$ 2,512		$ 2,250
Proceeds from sale of discontinued operation														3,902			614	3,072	2,458
Revenues from discontinued operations														286	1,832	2,128
Loss on discontinued operations, net	0	0	(76)	(689)	(1,687)	(336)	(281)	(208)	(765)	(2,512)	(17,526)			765	2,512	17,526
Income tax benefit from discontinued operations														412	1,351	9,376
Interest expense allocated to discontinued operations														68	267	2,342
Assets held for sale:
Trade and other receivables, net															1,314
Inventories															237
Property, plant and equipment															3,000
Other															23
Total assets held for sale	0				4,574				0	4,574					4,574
Liabilities related to assets held for sale:
Accounts payable															99
Accrued expenses															154
Other noncurrent liabilities															178
Total liabilities related to assets held for sale	$ 0				$ 431				$ 0	$ 431					$ 431

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QUARTERLY FINANCIAL INFORMATION (Unaudited) QUARTERLY FINANCIAL INFORMATION (Unaudited) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Selected Quarterly Financial Information [Abstract]
Net sales	$ 946,376	$ 825,962	$ 790,528	$ 845,063	$ 919,086	$ 810,853	$ 768,200	$ 407,209	$ 3,407,929	$ 2,905,348	$ 1,294,780
Gross Profit	219,629	187,296	179,705	176,965	191,840	163,300	157,427	98,425
Operating income (loss)	183,239	117,640	108,456	105,380	108,410	86,659	86,117	32,850	514,715	314,036	155,281
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest	106,251	65,903	58,564	50,904	54,030	44,980	41,821	11,580	281,622	152,411	85,288
Loss on discontinued operations, net	0	0	(76)	(689)	(1,687)	(336)	(281)	(208)	(765)	(2,512)	(17,526)
Net Income	106,251	65,903	58,488	50,215	52,343	44,644	41,540	11,372	280,857	149,899	67,762
Income from continuing operations (in dollars per share)	$ 2.16	$ 1.35	$ 1.20	$ 1.05	$ 1.12	$ 0.93	$ 0.87	$ 0.33	$ 5.77	$ 3.39	$ 2.59
Loss from discontinued operations, net (in dollars per share)	$ 0.00	$ 0.00	$ 0.00	$ (0.01)	$ (0.03)	$ (0.01)	$ (0.01)	$ (0.01)	$ (0.02)	$ (0.06)	$ (0.53)
Net income (in dollars per share)	$ 2.16	$ 1.35	$ 1.20	$ 1.04	$ 1.09	$ 0.93	$ 0.86	$ 0.32	$ 5.75	$ 3.33	$ 2.06
Income from continuing operations (in dollars per share)	$ 2.03	$ 1.27	$ 1.13	$ 0.99	$ 1.05	$ 0.88	$ 0.84	$ 0.31	$ 5.43	$ 3.21	$ 2.56
Loss from discontinued operations, net (in dollars per share)	$ 0.00	$ 0.00	$ 0.00	$ (0.01)	$ (0.03)	$ (0.01)	$ (0.01)	$ (0.01)	$ (0.01)	$ (0.05)	$ (0.53)
Net income (in dollars per share)	$ 2.03	$ 1.27	$ 1.13	$ 0.98	$ 1.02	$ 0.88	$ 0.83	$ 0.30	$ 5.41	$ 3.16	$ 2.03
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Curtailments									40,400	0	0
Business Combination, Acquisition Related Costs								17,367
Aerostructures
Selected Quarterly Financial Information [Abstract]
Net sales	714,247	626,046	587,977	643,306	703,461	613,544	577,700	231,335	2,571,576	2,126,040	605,423
Operating income (loss)	119,004	103,947	92,489	87,974	91,146	70,606	69,964	36,067	403,414	267,783	102,271
Aerospace Systems
Selected Quarterly Financial Information [Abstract]
Net sales	151,724	133,291	133,775	133,010	147,809	124,693	123,500	117,433	551,800	513,435	473,409
Operating income (loss)	26,351	18,623	22,644	22,417	22,359	17,436	17,149	18,348	90,035	75,292	68,069
Aftermarket Services
Selected Quarterly Financial Information [Abstract]
Net sales	83,120	68,639	70,547	70,368	69,536	74,709	68,686	59,797	292,674	272,728	224,663
Operating income (loss)	10,966	6,917	7,015	6,961	6,996	9,494	8,163	4,121	31,859	28,774	11,226
Elimination of inter-segment sales
Selected Quarterly Financial Information [Abstract]
Net sales	(2,715)	(2,014)	(1,771)	(1,621)	(1,720)	(2,093)	(1,686)	(1,356)	(8,121)	(6,855)	(8,715)
Corporate Elimination
Selected Quarterly Financial Information [Abstract]
Operating income (loss)	$ 26,918	$ (11,847)	$ (13,692)	$ (11,972)	$ (12,091)	$ (10,877)	$ (9,159)	$ (25,686)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES LONG-LIVED ASSET POLICIES (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2012 years	Mar. 31, 2011
Property, Plant and Equipment [Line Items]
Finite-Lived Intangible Assets, Useful Life, Minimum	5
Finite-Lived Intangible Assets, Useful Life, Maximum	30
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings	$ 2,777	$ (325)
Building and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life, Minimum	15
Property, Plant and Equipment, Useful Life, Maximum	39.5
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life, Minimum	7
Property, Plant and Equipment, Useful Life, Maximum	15
Other Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life, Minimum	3
Property, Plant and Equipment, Useful Life, Maximum	10
Trade Names [Member]
Property, Plant and Equipment [Line Items]
Indefinite-lived Intangible Assets	$ 425,000	$ 425,000

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COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES (Details) (USD $)	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012 Pension benefits	Mar. 31, 2011 Pension benefits	Mar. 31, 2010 Pension benefits	Mar. 31, 2012 Other postretirement	Mar. 31, 2011 Other postretirement	Mar. 31, 2010 Other postretirement	Jun. 16, 2010 Vought Aircraft Industries, Inc.
Loss Contingencies [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability									$ 5,000,000
Defined Benefit Plan, Benefit Obligation			2,241,741,000	2,022,561,000	16,725,000	380,802,000	369,826,000	0
Defined Benefit Plan, Fair Value of Plan Assets	$ 1,881,954,000	$ 1,659,592,000	$ 1,881,954,000	$ 1,659,592,000	$ 7,304,000	$ 0	$ 0	$ 0

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QUARTERLY FINANCIAL INFORMATION (Unaudited)

12 Months Ended

Mar. 31, 2012

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Information [Text Block]

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

	Fiscal 2012												Fiscal 2011
	June 30			Sept. 30			Dec. 31			Mar. 31 (4)			June 30 (5) (6)			Sept. 30			Dec. 31				Mar. 31
BUSINESS SEGMENT SALES
Aerostructures	$	643,306		$	587,977		$	626,046		$	714,247		$	231,335		$	577,700		$	613,544			$	703,461
Aerospace Systems	133,010			133,775			133,291			151,724			117,433			123,500			124,693				147,809
Aftermarket Services	70,368			70,547			68,639			83,120			59,797			68,686			74,709				69,536
Inter-segment Elimination	(1,621		)	(1,771		)	(2,014		)	(2,715		)	(1,356		)	(1,686		)	(2,093		)		(1,720		)
TOTAL SALES	$	845,063		$	790,528		$	825,962		$	946,376		$	407,209		$	768,200		$	810,853			$	919,086
GROSS PROFIT(1)	$	176,965		$	179,705		$	187,296		$	219,629		$	98,425		$	157,427		$	163,300			$	191,840
OPERATING INCOME
Aerostructures	$	87,974		$	92,489		$	103,947		$	119,004		$	36,067		$	69,964		$	70,606			$	91,146
Aerospace Systems	22,417			22,644			18,623			26,351			18,348			17,149			17,436				22,359
Aftermarket Services	6,961			7,015			6,917			10,966			4,121			8,163			9,494				6,996
Corporate	(11,972		)	(13,692		)	(11,847		)	26,918			(25,686		)	(9,159		)	(10,877		)		(12,091		)
TOTAL OPERATING INCOME	$	105,380		$	108,456		$	117,640		$	183,239		$	32,850		$	86,117		86,659				$	108,410
INCOME (LOSS) FROM
Continuing Operations	$	50,904		$	58,564		$	65,903		$	106,251		$	11,580		$	41,821		$	44,980			$	54,030
Discontinued Operations	(689		)	(76		)	—			—			(208		)	(281		)	(336		)		(1,687		)
NET INCOME	$	50,215		$	58,488		$	65,903		$	106,251		$	11,372		$	41,540		$	44,644			$	52,343
Basic Earnings (Loss) per share(2)
Continuing Operations	$	1.05		$	1.20		$	1.35		$	2.16		$	0.33		$	0.87		$	0.93			$	1.12
Discontinued Operations	(0.01		)	—			—			—			(0.01		)	(0.01		)	(0.01		)		(0.03		)
Net Income	$	1.04		$	1.20		$	1.35		$	2.16		$	0.32		$	0.86		$	0.93		*	$	1.09
Diluted Earnings (Loss) per share(2)(3)
Continuing Operations	$	0.99		$	1.13		$	1.27		$	2.03		$	0.31		$	0.84		$	0.88			$	1.05
Discontinued Operations	(0.01		)	—			—			—			(0.01		)	(0.01		)	(0.01		)		(0.03		)
Net Income	$	0.98		$	1.13		$	1.27		$	2.03		$	0.30		$	0.83		$	0.88		*	$	1.02

* Difference due to rounding.

(1) Gross profit includes depreciation.

(2) The sum of the earnings for Continuing Operations and Discontinued Operations does not necessarily equal the earnings for the quarter due to rounding.

(3) The sum of the diluted earnings per share for the four quarters does not necessarily equal the total year diluted earnings per share due to the dilutive effect of the potential common shares related to the convertible debt.

(4) Includes a pre-tax curtailment gain, net of $40,400 due to amendments made to the Company's defined benefit plans as disclosed in Note 15.

(5) Includes the results of Vought from June 16, 2010 through June 30, 2010.

(6) Includes acquisition expenses of $17,367 from the acquisition of Vought.

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PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Tables)

12 Months Ended

Mar. 31, 2012

Mar. 31, 2011

Defined Benefit Plan Disclosure [Line Items]

Schedule of Changes in Projected Benefit Obligations [Table Text Block]

	Pension Benefits						Other Postretirement Benefits
	Year ended March 31,						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			—			398,549
Service cost	16,456			17,020			3,393			3,115
Interest cost	108,059			93,162			18,473			16,672
Actuarial loss	290,276			84,586			26,951			7,297
Plan amendments	(7,145		)	(86,243		)	—			(27,177		)
Participant contributions	—			—			5,662			3,736
Curtailments	(56,701		)	—			—			—
Special termination benefits	1,625			—			421			—
Benefits paid	(133,390		)	(98,309		)	(43,924		)	(32,366		)
Projected benefit obligation at end of year	$	2,241,741		$	2,022,561		$	380,802		$	369,826
Accumulated benefit obligation at end of year	$	2,214,640		$	1,949,459		$	380,802		$	369,826
Weighted-average assumptions used to determine benefit obligations at end of year
Discount rate	4.62		%	5.58		%	4.35		%	5.25		%
Rate of compensation increase	3.50		%	3.50		%	N/A			N/A

Schedule of Changes in Fair Value of Plan Assets [Table Text Block]

	Pension Benefits						Other Postretirement Benefits
	Year ended March 31,						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	—			1,360,211			—			—
Actual return on plan assets	233,559			255,279			—			—
Participant contributions	—			—			5,662			3,736
Company contributions	122,193			135,107			38,262			28,630
Benefits paid	(133,390		)	(98,309		)	(43,924		)	(32,366		)
Fair value of plan assets at end of year	$	1,881,954		$	1,659,592		$	—		$	—
Funded status (underfunded)
Funded status	$	(359,787	)	$	(362,969	)	$	(380,802	)	$	(369,826	)
Reconciliation of amounts recognized in the consolidated balance sheets
Accrued benefit liability—current	$	(3,938	)	$	(3,931	)	$	(36,526	)	$	(35,456	)
Accrued benefit liability—noncurrent	(355,849		)	(359,038		)	(344,276		)	(334,370		)
Net amount recognized	$	(359,787	)	$	(362,969	)	$	(380,802	)	$	(369,826	)
Prior service costs	$	(41,160	)	$	(87,475	)	$	(22,270	)	$	(26,800	)
Actuarial (gains) losses	53,026			(74,483		)	34,247			7,297
Income tax (benefits) liabilities related to above items	(4,509		)	61,544			(4,551		)	7,411
Unamortized benefit plan (gains) costs	$	7,357		$	(100,414	)	$	7,426		$	(12,092	)

Schedule of components of net periodic benefit cost and postretirement benefit plan

	Pension Benefits									Other Postretirement Benefits
	Year Ended March 31,									Year Ended March 31,
	2012			2011			2010			2012			2011			2010
Components of net periodic pension cost
Service cost	$	16,456		$	17,020		$	81		$	3,393		$	3,115		$	—
Interest cost	108,059			93,162			1,058			18,473			16,672			—
Expected return on plan assets	(127,603		)	(93,121		)	(439		)	—			—			—
Amortization of prior service (credit) cost	(11,014		)	1,631			165			(4,529		)	(377		)	—
Amortization of net loss	109			123			137			—			—			—
Curtailment gain	(42,446		)	—			—			—			—			—
Special termination benefits	1,625			—			—			421			—			—
Total net periodic benefit (income) expense	$	(54,814	)	$	18,815		$	1,002		$	17,758		$	19,410		$	—
Weighted-average assumptions used to determine net periodic pension cost
Discount rate	5.58		%	6.00		%	7.25		%	5.25		%	5.58		%	N/A
Expected long-term rate on assets	8.50		%	8.50		%	8.00		%	N/A			N/A			N/A
Rate of compensation increase	3.50		%	3.50		%	N/A			N/A			N/A			N/A

Schedule of Amounts in Accumulated Other Comprehensive Income (Loss) to be Recognized over Next Fiscal Year [Table Text Block]

	Pension Benefits			Other Postretirement Benefits
Amounts expected to be recognized in FY 2013 net periodic benefit costs
Prior service cost ($3,614 and $2,809 net of tax, respectively)	$	(5,829	)	$	(4,530	)
Actuarial loss ($218 net of tax)	352			—

Schedule of Expected Benefit Payments [Table Text Block]

Year	Pension Benefits		Other Postretirement Benefits*
2013	$	231,800	$	37,312
2014	154,223		35,627
2015	152,430		31,295
2016	150,790		30,910
2017	149,644		30,490
2018 - 2022	725,915		144,037

Schedule of Allocation of Plan Assets [Table Text Block]

March 31, 2012
	Level 1		Level 2			Level 3		Total
Assets
Cash and cash equivalents	$	152,009	$	73,675		$	—	$	225,684
Equity securities
International	147,784		—			—		147,784
US equity	24,250		—			—		24,250
US commingled fund	45,019		165,308			—		210,327
International commingled fund	567		111,394			—		111,961
Fixed income securities
Corporate bonds (S&P rating of A or higher)	—		39,351			—		39,351
Corporate bonds (S&P rating lower than A)	—		75,965			—		75,965
Government securities	—		180,385			—		180,385
Commingled fund	—		413,268			—		413,268
Mortgage-backed securities	—		114,271			—		114,271
Other fixed income	—		60,396			—		60,396
Other
Futures	—		13,192			—		13,192
Private equity and infrastructure	—		—			109,727		109,727
Commingled fund swaps	—		166,411			—		166,411
Total investment in securities—assets	$	369,629	$	1,413,616		$	109,727	$	1,892,972
Liabilities
Other investments
Futures	—		(3,523		)	—		(3,523		)
Total investment in securities—liabilities	$	—	$	(3,523	)	$	—	$	(3,523	)
Net investment in securities	$	369,629	$	1,410,093		$	109,727	$	1,889,449
Receivables								13,002
Payables								(20,497		)
Total plan assets								$	1,881,954

		Actual Allocation
	Target Allocation
		March 31,
Asset Category	Fiscal 2013	2012		2011
Equity securities	50 - 65%	50	%	58	%
Fixed income securities	20 - 45%	44		33
Alternative investment funds	2 - 10%	6		6
Other	0 - 5%	—		3
Total		100	%	100	%

March 31, 2011
	Level 1		Level 2			Level 3		Total
Assets
Cash and cash equivalents	$	127,141	$	20,000		$	—	$	147,141
Equity securities
International	150,079		—			—		150,079
US equity	6,344		—			—		6,344
US commingled fund	2,779		194,505			—		197,284
International commingled fund	696		187,146			—		187,842
Fixed income securities
Corporate bonds (S&P rating of A or higher)	—		76,032			—		76,032
Corporate bonds (S&P rating lower than A)	—		217,624			—		217,624
Government securities	—		162,972			—		162,972
Commingled fund	4,144		125,822			—		129,966
Mortgage-backed securities	—		57,923			—		57,923
Other fixed income	—		68,820			—		68,820
Other
Futures	10,648		—			—		10,648
Private equity and infrastructure	—		—			98,674		98,674
Real estate	—		—			51,734		51,734
Commingled fund swaps	—		143,113			—		143,113
Total investment in securities—assets	$	301,831	$	1,253,957		$	150,408	$	1,706,196
Liabilities
Other investments
Futures	—		(122		)	—		(122		)
Total investment in securities—liabilities	$	—	$	(122	)	$	—	$	(122	)
Net investment in securities	$	301,831	$	1,253,835		$	150,408	$	1,706,074
Receivables								43,990
Payables								(90,472		)
Total plan assets								$	1,659,592

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

	March 31, 2011 Balance		Net Purchases (Sales)			Net Realized Appreciation (Depreciation)			Net Unrealized Appreciation (Depreciation)		March 31, 2012 Balance
Private equity funds	$	98,674	$	1,163		$	(1,729	)	$	11,619	$	109,727
Real estate	51,734		(54,510		)	2,776			—		—
Total	$	150,408	$	(53,347	)	$	1,047		$	11,619	$	109,727

	June 16, 2010 Balance (1)		Net Purchases (Sales)			Net Realized Appreciation (Depreciation)		Net Unrealized Appreciation (Depreciation)		March 31, 2011 Balance
Private equity funds	$	92,385	$	(9,662	)	$	370	$	15,581	$	98,674
Real estate	46,250		—			—		5,484		51,734
Total	$	138,635	$	(9,662	)	$	370	$	21,065	$	150,408

Scheduled of Effect of a 25 Basis Point Change in Discount Rates on Defined Benefit Obligations [Table Text Block]

		Pension Benefits			Other Postretirement Benefits
Increase of 25 basis points
Obligation	*	$	(62,500	)	$	(7,800	)
Net periodic expense		600			400
Decrease of 25 basis points
Obligation	*	$	64,600		$	8,100
Net periodic expense		(400		)	(400		)

Schedule of Effect of One-Percentage-Point Change in Assumed Health Care Cost Trend Rates [Table Text Block]

	Other Postretirement Benefits
	One-Percentage Point Increase			One-Percentage Point Decrease
Net periodic expense	$	(606	)	$	676
Obligation	(11,159		)	12,404

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OTHER NONCURRENT LIABILITIES

12 Months Ended

Mar. 31, 2012

Other Liabilities, Noncurrent [Abstract]

Other Liabilities Disclosure [Text Block]

OTHER NONCURRENT LIABILITIES

Other noncurrent liabilities are composed of the following items:

	March 31,
	2012		2011
Acquired contract liabilities, net	$	68,650	$	95,334
Deferred grant income	28,295		31,417
Accrued workers' compensation	20,861		21,055
Accrued warranties	3,057		4,469
Income tax reserves	1,531		1,266
Contingent consideration	2,019		2,870
All other	11,874		11,377
Total other noncurrent liabilities	$	136,287	$	167,788

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STOCK COMPENSATION PLANS

12 Months Ended

Mar. 31, 2012

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

STOCK COMPENSATION PLANS

The Company has stock incentive plans under which employees and non-employee directors may be granted options to purchase shares of the Company's common stock at the fair value at the time of the grant. Employee options and non-employee director options are fully vested as of March 31, 2012. There were no employee or non-employee director options granted during fiscal years ended March 31, 2012, 2011 and 2010. The Company recognized compensation expense for the fair values of these awards on a straight-line basis over the requisite service period of these awards.

In fiscal 2006, the Company approved the granting of restricted stock as its primary form of share-based incentive. The restricted shares are subject to forfeiture should the grantee's employment be terminated prior to the fourth anniversary of the date of grant, and are included in capital in excess of par value. Restricted shares generally vest in full after three or four years. The fair value of restricted shares under the Company's restricted stock plans is determined by the product of the number of shares granted and the grant date market price of the Company's common stock. The fair value of restricted shares is expensed on a straight-line basis over the requisite service period of three or four years.

The Company recognized $4,988, $3,622 and $3,220 of share-based compensation expense during the fiscal years ended March 31, 2012, 2011 and 2010, respectively. The total income tax benefit recognized for share-based compensation arrangements for fiscal years ended March 31, 2012, 2011 and 2010 was $1,746, $1,268 and $1,107, respectively.

A summary of the Company's stock option activity and related information for its option plans for the fiscal year ended March 31, 2012 was as follows:

	Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value
Outstanding at March 31, 2011	338,498		$	18.20
Granted	—		—
Exercised	(136,254	)	20.84
Forfeited	(1,000	)	19.18
Outstanding at March 31, 2012	201,244		$	16.42	2.1	$	7,413
Exercisable at March 31, 2012	201,244		$	16.42	2.1	$	7,413

As of March 31, 2012 and 2011, all stock options are fully vested with no expected future compensation expense related to them. The intrinsic value of stock options exercised during the fiscal years ended March 31, 2012, 2011 and 2010 was $4,928, $3,702 and $737, respectively.

At March 31, 2012 and 2011, 2,425,782 and 2,569,080 shares of common stock, respectively, were available for issuance under the plans. A summary of the status of the Company's nonvested shares as of March 31, 2012 and changes during the fiscal year ended March 31, 2012, is presented below:

	Shares		Weighted- Average Grant Date Fair Value
Nonvested restricted stock and deferred stock units at March 31, 2011	315,812		$	28.15
Granted	143,298		42.76
Vested	(76,060	)	30.09
Forfeited	(12,758	)	29.95
Nonvested restricted stock and deferred stock units at March 31, 2012	370,292		$	33.34

The fair value of restricted stock vested during fiscal 2012 was $3,194. The tax benefit from vested restricted stock was $609, $1,862 and $470 during the fiscal years ended March 31, 2012, 2011 and 2010, respectively. The weighted-average grant date fair value of share-based grants in the fiscal years ended March 31, 2012, 2011 and 2010 was $42.76, $38.19 and $20.28, respectively. Expected future compensation expense on restricted stock net of expected forfeitures, is approximately $3,290, which is expected to be recognized over the remaining weighted-average vesting period of 1.4 years.

In April 2012, 101,857 restricted shares were granted following the determination of net earnings per share and return on net assets for fiscal 2012. Certain of these awards contain performance conditions, in addition to the standard service conditions. Expected future compensation expenses on this April 2012 grant, net of expected forfeitures, is approximately $4,232, which is expected to vest over the remaining vesting period of 2.4 years.

During the fiscal years ended March 31, 2012, 2011 and 2010, 6,650, 11,000 and 10,000 deferred stock units were granted to the non-employee members of the Board of Directors, respectively, under the Directors' Plan. Each deferred stock unit represents the contingent right to receive one share of the Company's common stock. The deferred stock units vest over a four-year period and the shares of common stock underlying vested deferred stock units will be delivered on January 1 of the year following the year in which the non-employee director terminates service as a Director of the Company.

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CUSTOMER CONCENTRATION CUSTOMER CONCENTRATION (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Concentration of Credit Risk
Net sales	$ 946,376	$ 825,962	$ 790,528	$ 845,063	$ 919,086	$ 810,853	$ 768,200	$ 407,209	$ 3,407,929	$ 2,905,348	$ 1,294,780
Trade Accounts Receivable [Member] | Credit Concentration Risk [Member]
Concentration of Credit Risk
Concentration Risk, Percentage	37.00%				32.00%				37.00%	32.00%
Net sales
Concentration of Credit Risk
Concentration Risk, Percentage	47.00%				45.00%				47.00%	45.00%	30.00%
Net sales									1,589,432	1,317,398	388,975
Concentration Risk, Customer									.1
Aerostructures
Concentration of Credit Risk
Net sales	714,247	626,046	587,977	643,306	703,461	613,544	577,700	231,335	2,571,576	2,126,040	605,423
Aerostructures | Net sales
Concentration of Credit Risk
Net sales									1,493,786	1,226,246	283,535
Aerospace Systems
Concentration of Credit Risk
Net sales	151,724	133,291	133,775	133,010	147,809	124,693	123,500	117,433	551,800	513,435	473,409
Aerospace Systems | Net sales
Concentration of Credit Risk
Net sales									65,159	58,207	68,668
Aftermarket Services
Concentration of Credit Risk
Net sales	83,120	68,639	70,547	70,368	69,536	74,709	68,686	59,797	292,674	272,728	224,663
Aftermarket Services | Net sales
Concentration of Credit Risk
Concentration Risk, Percentage	5.00%								5.00%
Net sales									$ 30,487	$ 32,945	$ 36,772

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STOCKHOLDERS' EQUITY STOCKHOLDERS' EQUITY (Tables)

12 Months Ended

Mar. 31, 2012

Stockholders' Equity Attributable to Parent [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

	March 31,
	2012			2011
Pension and postretirement adjustments, net of income taxes of $9,060 and $(68,955), respectively	$	(14,783	)	$	112,506
Unrealized gains (losses) on derivatives, net of income taxes of ($80) and $142, respectively	132			(232		)
Foreign currency translation adjustments	5,345			8,197
	$	(9,306	)	$	120,471

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INVENTORIES (Tables)

12 Months Ended

Mar. 31, 2012

Inventory Disclosure [Abstract]

Schedule of components of inventories

	March 31,
	2012			2011
Raw materials	$	53,103		$	72,174
Work-in-process	887,686			805,642
Finished goods	41,617			42,104
Less: unliquidated progress payments	(164,450		)	(138,206		)
Total inventories	$	817,956		$	781,714

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Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Net Income	$ 106,251	$ 65,903	$ 58,488	$ 50,215	$ 52,343	$ 44,644	$ 41,540	$ 11,372	$ 280,857	$ 149,899	$ 67,762
Other comprehensive (loss) income:
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax									(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)
Unrealized gain on cash flow hedge, net of tax of $222, $698 and $221, respectively									(364)	(1,188)	(740)
Total other comprehensive (loss) income									(129,777)	119,766	2,938
Total comprehensive income									$ 151,080	$ 269,665	$ 70,700

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PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS NET PERIODIC BENEFIT COST (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Curtailments		$ 40,400	$ 0	$ 0
Defined Benefit Plan, Special Termination Benefits		1,625
Pension benefits
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Service Cost		16,456	17,020	81
Defined Benefit Plan, Interest Cost		108,059	93,162	1,058
Defined Benefit Plan, Expected Return on Plan Assets		127,603	93,121	439
Defined Benefit Plan, Amortization of Prior Service Cost (Credit)		(11,014)	1,631	165
Defined Benefit Plan, Amortization of Gains (Losses)		(109)	(123)	(137)
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Curtailments		42,446	0	0
Defined Benefit Plan, Special Termination Benefits		(1,625)	0	0
Defined Benefit Plan, Net Periodic Benefit Cost		(54,814)	18,815	1,002
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate		5.58%	6.00%	7.25%
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Return on Assets	8.25%	8.50%	8.50%	8.00%
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Rate of Compensation Increase		3.50%	3.50%
Other postretirement
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Service Cost		3,393	3,115	0
Defined Benefit Plan, Interest Cost		18,473	16,672	0
Defined Benefit Plan, Expected Return on Plan Assets		0	0	0
Defined Benefit Plan, Amortization of Prior Service Cost (Credit)		(4,529)	(377)	0
Defined Benefit Plan, Amortization of Gains (Losses)		0	0	0
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Curtailments		0	0	0
Defined Benefit Plan, Special Termination Benefits		(421)	0	0
Defined Benefit Plan, Net Periodic Benefit Cost		$ 17,758	$ 19,410	$ 0
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate		5.25%	5.58%

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Consolidated Statements of Cash Flows (Parenthetical) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Benefits of tax deductions in excess of recognized compensation expense	$ 1,880	$ 150	$ 206

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TRADE AND OTHER RECEIVABLES POLICIES (Details 3) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Mar. 31, 2011
Accounts, Notes, Loans and Financing Receivable [Line Items]
Billed	$ 436,877	$ 339,823
Unbilled	3,269	12,886
Total trade receivables	440,146	352,709
Other receivables	4,362	24,978
Total trade and other receivables	444,508	377,687
Trade and other receivables, allowance for doubtful accounts (in dollars)	(3,900)	(3,196)
Total trade and other receivables, net	$ 440,608	$ 374,491

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INCOME TAXES ROLLFORWARD OF UNCERTAIN TAX POSITIONS (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Income Tax Contingency [Line Items]
Liability for Uncertain Tax Positions, Noncurrent	$ 7,133	$ 6,937	$ 4,169
Unrecognized Tax Benefits, Increases Resulting from Current Period Tax Positions	345	517
Unrecognized Tax Benefits, Increases Resulting from Prior Period Tax Positions	0	629
Unrecognized Tax Benefits, Increase from Business Acquisition		5,151
Unrecognized Tax Benefits, Decreases Resulting from Prior Period Tax Positions	(149)	(2,502)
Unrecognized Tax Benefits, Reductions Resulting from Lapse of Applicable Statute of Limitations	0	0
Unrecognized Tax Benefits, Decreases Resulting from Settlements with Taxing Authorities	$ 0	$ (1,027)

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GOODWILL (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Changes in the carrying value of goodwill
Balance at the beginning of the period	$ 1,530,580	$ 490,654
Goodwill recognized in connection with acquisitions	5,702	1,026,763
Purchase price adjustments	(215)	11,159
Goodwill, Purchase Accounting Adjustments	11,497
Effect of exchange rate changes and other	(1,190)	2,004
Balance at the end of the period	1,546,374	1,530,580
Aerostructures
Changes in the carrying value of goodwill
Balance at the beginning of the period	1,294,478	259,715
Goodwill recognized in connection with acquisitions	1,949
Purchase price adjustments	(215)	8,000
Goodwill, Purchase Accounting Adjustments	11,497
Effect of exchange rate changes and other	0	0
Balance at the end of the period	1,307,709	1,294,478
Aerospace Systems
Changes in the carrying value of goodwill
Balance at the beginning of the period	183,633	178,581
Goodwill recognized in connection with acquisitions	0	0
Purchase price adjustments	0	3,048
Goodwill, Purchase Accounting Adjustments	0
Effect of exchange rate changes and other	(1,190)	2,004
Balance at the end of the period	182,443	183,633
Aftermarket Services
Changes in the carrying value of goodwill
Balance at the beginning of the period	52,469	52,358
Goodwill recognized in connection with acquisitions	3,753	0
Purchase price adjustments	0	111
Goodwill, Purchase Accounting Adjustments	0
Effect of exchange rate changes and other	0	0
Balance at the end of the period	$ 56,222	$ 52,469

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Mar. 31, 2012

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

COMMITMENTS AND CONTINGENCIES

Trade Secret Litigation over Claims of Eaton Corporation

On July 9, 2004, Eaton Corporation and several of its subsidiaries ("Eaton") sued the Company, a subsidiary and certain employees of the Company and the subsidiary on claims alleging misappropriation of trade secrets and intellectual property allegedly belonging to Eaton relating to the design and manufacture of hydraulic pumps and motors used in military and commercial aviation. The subsidiary and the individual engineer defendants answered Eaton's claims and filed counterclaims, while the Company and an officer of the Company moved to dismiss for lack of personal jurisdiction. In the course of discovery in the suit, the court began an investigation of allegations of wrongdoing by Eaton in its conduct of the litigation. Eaton denied, and continues to deny, these allegations. On December 22, 2010, however, the court dismissed all of Eaton's claims with prejudice based on the court's conclusion that a fraud had been perpetrated on the court by counsel for Eaton of which Eaton was aware or should have been aware. Meanwhile, the Company, several subsidiaries, and the employees sued by Eaton are now pursuing claims (including antitrust claims) and counterclaims against Eaton based on the Eaton misconduct that led to the dismissal of Eaton's claims. Given the court's dismissal of Eaton's claims, we cannot conclude that a loss arising from Eaton's claims is probable; however, given the unusual nature and complexity of the case, we also cannot conclude that the probability of loss is remote, nor can we reasonably estimate the possible loss, or range of loss, that could be incurred by the Company if Eaton were to prevail on appeal and in the litigation that would follow. Even if Eaton were to prevail on appeal, however, we believe we have substantial defenses and would expect to defend the claims vigorously.

Sale of the Charleston 787 business

On July 30, 2009, Vought Aircraft Industries sold the assets and operations of its 787 business conducted at North Charleston, South Carolina ("the Boeing sale agreement") to a wholly owned subsidiary of The Boeing Company ("Boeing"). Following the acquisition of Vought by the Company, Boeing asserted various breaches to the Boeing sale agreement which included alleged losses from aircraft tooling, flawed inventory management and problems with spare parts. The Company and its counsel evaluated all necessary information that existed as of the acquisition date related to the various issues asserted by Boeing. Based on the information accumulated during our measurement period, and the Company's assessment of the probable outcome of this matter, the Company recognized a liability and an indemnification asset, which resulted in a net amount of $5,000. During the fiscal year ended March 31, 2012, the Company settled this matter with Boeing resulting in no additional charges.

Other

Certain of the Company's business operations and facilities are subject to a number of federal, state, local and foreign environmental laws and regulations. Former owners generally indemnify the Company for environmental liabilities related to the assets and businesses acquired which existed prior to the acquisition dates. In the opinion of management, there are no significant environmental contingent liabilities which would have a material effect on the financial condition or operating results of the Company which are not covered by such indemnification.

The Company's risk related to pension projected obligations, $2,241,741 as of March 31, 2012, is significant. This amount is currently in excess of the related plan assets of $1,881,954. Benefit plan assets 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 market value of all of these investment categories may be adversely affected by external events and the movements and volatility in the financial markets including such events as the current credit and real estate market conditions. Declines in the market values of our plan assets could expose the total asset balance to significant risk which may cause an increase to future funding requirements. The Company's risk related to OPEB projected obligations, $380,802 as of March 31, 2012, is also significant.

Some raw materials and operating supplies are subject to price and supply fluctuations caused by market dynamics. The Company's strategic sourcing initiatives seek to find ways of mitigating the inflationary pressures of the marketplace. In recent years, these inflationary pressures have affected the market for raw materials. However, the Company believes that raw material prices will remain stable through the remainder of 2012 and after that, experience increases that are in line with inflation. Additionally, the Company generally does not employ forward contracts or other financial instruments to hedge commodity price risk.

The Company's suppliers' failure to provide acceptable raw materials, components, kits and subassemblies would adversely affect production schedules and contract profitability. The Company maintains an extensive qualification and performance surveillance system to control risk associated with such supply base reliance. The Company is dependent on third parties for certain information technology services. To a lesser extent, the Company is also exposed to fluctuations in the prices of certain utilities and services, such as electricity, natural gas, chemical processing and freight. The Company utilizes a range of long-term agreements and strategic aggregated sourcing to optimize procurement expense and supply risk in these categories.

In the ordinary course of business, the Company is also involved in disputes, claims, lawsuits, and governmental and regulatory inquiries that it deems to be immaterial. Some may involve claims or potential claims of substantial damages, fines or penalties. While the Company cannot predict the outcome of any pending or future litigation or proceeding and no assurances can be given, the Company does not believe that any pending matter will have a material effect, individually or in the aggregate, on its financial position or results of operations.

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LONG-TERM DEBT (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended				12 Months Ended		12 Months Ended		12 Months Ended		12 Months Ended			12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010	May 22, 2012	Mar. 31, 2012 Revolving credit facility	Mar. 31, 2011 Revolving credit facility	Mar. 31, 2011 Term loan credit agreement years	Mar. 31, 2012 Term loan credit agreement	Mar. 31, 2012 Receivable securitization facility	Mar. 31, 2011 Receivable securitization facility	Mar. 31, 2012 Equipment leasing facility and other capital leases years	Mar. 31, 2011 Equipment leasing facility and other capital leases	Mar. 31, 2009 Equipment leasing facility and other capital leases	Mar. 31, 2012 Minimum [Member] Revolving credit facility	Mar. 31, 2012 Maximum [Member] Revolving credit facility
Long-term debt
Aggregate principal borrowing capacity				$ 1,000,000	$ 850,000	$ 535,000			$ 175,000
Accordion feature					50,000
Debt instrument principal amount							350,000
Deferred Finance Costs, Noncurrent, Net	17,710	23,384				5,282				831
Payments of Financing Costs	3,999	22,790	8,344		3,588		7,133		351
Debt Instrument, Description of Variable Rate Basis					LIBOR
Debt Instrument, Basis Spread on Variable Rate														1.75%	3.00%
Commitment fees (as a percent)														0.30%	0.50%
Outstanding borrowing amount	1,158,862	1,312,004			320,000	85,000	346,731	0	120,000	100,000	61,301	67,822
Letters of credit outstanding amount					33,240	40,135
Borrowing capacity under revolving credit facility after reductions for borrowings and letters of credit outstanding					496,760
Maximum amount available									144,300
Program fee on the amount outstanding (as a percent)									0.55%
Line of Credit Facility, Commitment Fee Percentage									0.55%
Percentage of line of credit on which commitment fees are charged (as a percent)									102.00%
Capital lease obligations entered into to finance capital additions	$ 84	$ 11,569	$ 13,942
Debt Instrument, Term							6				7
Debt, Weighted Average Interest Rate													6.20%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Mar. 31, 2012

Accounting Policies [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

	March 31,
	2012			2011
Billed	$	436,877		$	339,823
Unbilled	3,269			12,886
Total trade receivables	440,146			352,709
Other receivables	4,362			24,978
Total trade and other receivables	444,508			377,687
Less: Allowance for doubtful accounts	(3,900		)	(3,196		)
Total trade and other receivables, net	$	440,608		$	374,491

Schedule of Product Warranty Liability [Table Text Block]

Balance, March 31, 2011	$	19,711
Charges to costs and expenses	3,261
Write-offs, net of recoveries	(8,483		)
Exchange rate changes	(16		)
Balance, March 31, 2012	$	14,473

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LONG-TERM DEBT

12 Months Ended

Mar. 31, 2012

Debt Disclosure [Abstract]

LONG-TERM DEBT

LONG-TERM DEBT

Long-term debt consists of the following:

	March 31,
	2012		2011
Revolving credit facility	$	320,000	$	85,000
Receivable securitization facility	120,000		100,000
Equipment leasing facility	61,301		67,822
Term loan credit agreement	—		346,731
Secured promissory notes	—		7,505
Senior subordinated notes due 2017	173,061		172,801
Senior notes due 2018	347,867		347,623
Convertible senior subordinated notes	128,655		176,544
Other debt	7,978		7,978
	1,158,862		1,312,004
Less: current portion	142,237		300,252
	$	1,016,625	$	1,011,752

Revolving Credit Facility

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 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 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 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 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.

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RELATED PARTIES (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Wesco Aircraft Hardware Corp. ("Wesco")
Related parties
Total amount paid, pursuant to the entity's contract with related parties	$ 48,563	$ 35,504
Accounts payable	5,047
Sequa Corporation (Sequa)
Related parties
Total amount paid, pursuant to the entity's contract with related parties	6,983	285
Net sales	5,760	5,639
Accounts payable	83
Accounts receivable	$ 1,538