(Mark One)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended March 31, 2012
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
(State or other jurisdiction of
incorporation or organization)
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51-0347963
(I.R.S. Employer
Identification Number)
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899 Cassatt Road, Suite 210, Berwyn, Pennsylvania 19312
(Address of principal executive offices, including zip code)
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Registrant's telephone number, including area code:
(610) 251-1000
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Securities registered pursuant to Section 12(b) of the Act:
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Common Stock, par value $.001 per share
(Title of each class)
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New York Stock Exchange
(Name of each exchange on which registered)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a
smaller reporting company)
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Smaller reporting company
o
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Item No.
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Item 1.
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Business
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Operation
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Subsidiary
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Operating
Location
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Business
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Type of Customers
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Number of
Employees
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TRIUMPH AEROSTRUCTURES GROUP
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|||||
Triumph Aerospace
Systems—Wichita(1)
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Triumph Aerospace
Systems—Wichita, Inc.
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Wichita, KS
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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.
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Commercial and General Aviation OEMs; General Aviation Aftermarket.
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189
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Operation
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Subsidiary
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Operating
Location
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Business
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Type of Customers
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Number of
Employees
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Triumph
Aerostructures— Vought Aircraft Division |
Triumph
Aerostructures, LLC |
Dallas, TX
Grand Prairie, TX
Hawthorne, CA
Torrance, CA
Nashville, TN
Stuart, FL
Milledgeville, GA
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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.
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Commercial, General Aviation and Military OEMs.
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5,647
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Triumph Composite Systems
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Triumph Composite Systems, Inc.
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Spokane, WA
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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.
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Commercial, General Aviation, and Military OEMs; Commercial Aftermarket.
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608
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Triumph Fabrications—Fort Worth(1)
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Triumph Fabrications—Fort Worth, Inc.
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Fort Worth, TX
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Manufactures metallic/composite bonded components and assemblies.
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Commercial, General Aviation and Military OEMs and Aftermarket.
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139
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Triumph Fabrications—Hot Springs
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Triumph Fabrications—Hot Springs, Inc.
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Hot Springs, AR
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Produces complex sheet metal parts and assemblies, titanium hot forming, and performs chem-milling and other metal finishing processes.
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Commercial, General Aviation and Military OEMs and Aftermarket.
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334
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Triumph Fabrications—Shelbyville
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The Triumph Group Operations, Inc.
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Shelbyville, IN
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Produces aircraft fuselage skins, leading edges and web assemblies through the stretch forming of sheet, extrusion, rolled shape and light plate metals.
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Commercial, General Aviation and Military OEMs.
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104
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Triumph Fabrications—San Diego(1)
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Triumph Fabrications—San Diego, Inc.
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El Cajon, CA
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Produces complex welded and riveted sheet metal assemblies for aerospace applications. Components include exhaust systems, ducting, doors, panels, control surfaces and engine components.
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Commercial, General Aviation and Military OEMs.
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151
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Triumph Insulation Systems
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Triumph Insulation Systems, LLC
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Hawthorne, CA
Mexicali, Mexico
Beijing, China(2)
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Designs, manufactures and repairs thermal-acoustic insulation systems for commercial aerospace applications.
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Commercial and Military OEMs.
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995
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Triumph Processing
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Triumph Processing, Inc.
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Lynwood, CA
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Provides high-quality finishing services to the aerospace, military and commercial industries.
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Commercial, General Aviation, and Military OEMs.
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87
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Triumph Structures—East Texas
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Triumph Structures—East Texas, Inc.
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Kilgore, TX
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Manufactures structural components specializing in complex precision machining primarily for commercial and military aerospace programs.
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Commercial and Military OEMs.
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125
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Triumph Structures—Everett
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Triumph Structures—Everett, Inc.
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Everett, WA
Brea, CA
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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.
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Commercial, General Aviation and Military OEMs.
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214
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Operation
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Subsidiary
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Operating
Location
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Business
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Type of Customers
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Number of
Employees
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Triumph Structures—Kansas City
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Triumph Structures—Kansas City, Inc.
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Grandview, MO
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Manufactures precision machined parts and mechanical assemblies for the aviation, aerospace and defense industries.
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Commercial and Military OEMs.
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130
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Triumph Structures—Long Island
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Triumph Structures—Long Island, LLC
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Westbury, NY
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Manufactures high-quality structural and dynamic parts and assemblies for commercial and military aerospace programs.
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Commercial and Military OEMs.
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130
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Triumph Structures—Los Angeles
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Triumph Structures—Los Angeles, Inc.
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Chatsworth, CA
City of Industry, CA
Walnut, CA
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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.
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Commercial, General Aviation and Military OEMs.
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284
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Triumph Structures—Wichita
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Triumph Structures—Wichita, Inc.
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Wichita, KS
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Specializes in complex, high-speed monolithic precision machining, turning, subassemblies, and sheet metal fabrication, serving domestic and international aerospace customers.
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Commercial and Military OEMs.
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139
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TRIUMPH AEROSPACE SYSTEMS GROUP
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|||||
Construction Brevetees d'Alfortville
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Construction Brevetees d'Alfortville SAS
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Alfortville, France
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Manufactures mechanical ball bearing control assemblies for the aerospace, ground transportation, defense and marine industries.
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Commercial and Military OEMs, Ground Transportation and Marine OEMs.
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65
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Triumph Actuation & Motion Control Systems
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Triumph Actuation & Motion Control Systems—UK, Ltd.
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Buckley, UK
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Designs and builds proprietary advanced control products for flight actuation and motor control applications in all electrical aircraft and Unmanned Aerial Vehicles ("UAVs").
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Commercial, General Aviation, and Military OEMs.
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49
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Triumph Actuation Systems—Clemmons(1)
Triumph Actuation Systems—Freeport
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Triumph Actuation Systems, LLC
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Clemmons, NC
Freeport, NY
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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.
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Commercial, General Aviation, and Military OEMs; Commercial Airlines, General Aviation and Military Aftermarket.
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250
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Triumph Actuation Systems—Connecticut
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Triumph Actuation Systems—Connecticut, LLC
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Bloomfield, CT
East Lyme, CT
Bethel, CT
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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.
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Commercial, General Aviation, and Military OEMs; Military Aftermarket.
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153
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Operation
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Subsidiary
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Operating
Location
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Business
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Type of Customers
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Number of
Employees
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Triumph Actuation Systems—Valencia(1)
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Triumph Actuation Systems—Valencia, Inc.
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Valencia, CA
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Designs, manufactures and repairs complex hydraulic and hydromechanical aircraft components and systems, such as accumulators, actuators, complex valve packages, and landing gear retract actuators.
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Commercial, General Aviation, and Military OEMs.
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190
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Triumph Aerospace Systems—Newport News
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Triumph Aerospace Systems—Newport News, Inc.
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Newport News, VA
San Diego, CA
Huntsville, AL
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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.
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Commercial and Military OEMs; Commercial and Military Aftermarket.
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119
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Triumph Aerospace Systems—Seattle
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Triumph Actuation Systems—Connecticut, LLC
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Redmond, WA
Rochester, NY
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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.
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Commercial, General Aviation and Military OEMs.
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111
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Triumph Controls(1)
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Triumph Controls, LLC
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North Wales, PA
Shelbyville, IN
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Designs and manufactures mechanical and electromechanical control systems.
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Commercial, General Aviation and Military OEMs and Aftermarket.
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149
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Triumph Controls—Germany
Triumph Controls—UK
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Triumph Controls—Germany, GmbH
Triumph Controls—UK, Ltd.
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Heiligenhaus, Germany
Basildon, UK
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Produces and repairs cable control systems for ground, flight, engine management and cabin comfort features in aircraft.
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Commercial and Military OEMs.
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39
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Triumph Fabrications—St. Louis
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Triumph Fabrications—St. Louis, Inc.
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East Alton, IL
Orangeburg, SC
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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.
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Commercial, General Aviation and Military Aftermarket.
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65
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Triumph Fabrications—Phoenix
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Triumph Engineered Solutions, Inc.
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Chandler, AZ
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Produces complex welded and riveted sheet metal assemblies for aerospace applications. Components include exhaust systems, ducting, doors, panels, control surfaces and engine components.
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Commercial, General Aviation and Military OEMs.
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78
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Triumph Gear Systems—Park City(1)
Triumph Gear Systems—Macomb(1)
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Triumph Gear Systems, Inc.
Triumph Gear Systems—Macomb, Inc.
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Park City, UT
Macomb, MI
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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.
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Commercial and Military OEMs and Aftermarket.
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443
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Operation
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Subsidiary
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Operating
Location
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Business
|
Type of Customers
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Number of
Employees
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Triumph Northwest
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The Triumph Group Operations, Inc.
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Albany, OR
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Machines and fabricates refractory, reactive, heat and corrosion-resistant precision products.
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Military, Medical and Electronic OEMs.
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26
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Triumph Thermal Systems(1)
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Triumph Thermal Systems, Inc.
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Forest, OH
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Designs, manufactures and repairs engine and aircraft thermal transfer systems and components.
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Commercial, General Aviation and Military OEMs.
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186
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TRIUMPH AFTERMARKET SERVICES GROUP
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|||||
Triumph Accessory Services—Wellington(1)
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The Triumph Group Operations, Inc.
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Wellington, KS
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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.
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Commercial, General Aviation and Military Aftermarket.
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116
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Triumph Accessory Services—Grand Prairie(1)
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Triumph Accessory Services—Grand Prairie, Inc.
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Grand Prairie, TX
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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.
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Commercial and Military Aftermarket.
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114
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Triumph Air Repair(1)
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The Triumph Group Operations, Inc.
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Phoenix, AZ
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Repairs and overhauls auxiliary power units (APUs) and related accessories; sells, leases and exchanges APUs, related components and other aircraft material.
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Commercial, General Aviation and Military Aftermarket.
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100
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Triumph Airborne Structures(1)
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Triumph Airborne Structures, Inc.
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Hot Springs, AR
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Repairs and overhauls fan reversers, nacelle components, flight control surfaces and other aerostructures.
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Commercial Aftermarket.
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201
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Triumph Aviation Services—Asia(1)
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Triumph Aviation Services Asia Ltd.
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Chonburi, Thailand
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Repairs and overhauls complex aircraft operational components, such as auxiliary power units (APUs), nacelles, constant speed drives, fan reversers and related accessories.
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Commercial Aftermarket.
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128
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Triumph Engines—Tempe(1)
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Triumph Engineered Solutions, Inc.
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Tempe, AZ
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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.
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Commercial, General Aviation and Military Aftermarket.
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97
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(1)
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Designates FAA-certified repair station.
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(2)
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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.
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Name
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Age
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Position
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Richard C. Ill
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68
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Chairman and Chief Executive Officer
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Jeffry D. Frisby
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57
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President and Chief Operating Officer
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M. David Kornblatt
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52
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Executive Vice President, Chief Financial Officer and Treasurer
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John B. Wright, II
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58
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Vice President, General Counsel and Secretary
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Kevin E. Kindig
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55
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Vice President and Controller
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Item 1A.
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Risk Factors
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•
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difficulty in enforcing agreements in some legal systems outside the United States;
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•
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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;
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•
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fluctuations in exchange rates which may affect demand for our products and services and may adversely affect our profitability in U.S. dollars;
|
•
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inability to obtain, maintain or enforce intellectual property rights;
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•
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changes in general economic and political conditions in the countries in which we operate;
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•
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unexpected adverse changes in the laws or regulatory requirements outside the United States, including those with respect to environmental protection, export duties and quotas;
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•
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failure by our employees or agents to comply with U.S. laws affecting the activities of U.S. companies abroad;
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•
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difficulty with staffing and managing widespread operations; and
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•
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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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•
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availability of capital to our suppliers;
|
•
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the destruction of our suppliers' facilities or their distribution infrastructure;
|
•
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a work stoppage or strike by our suppliers' employees;
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•
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the failure of our suppliers to provide raw materials or component parts of the requisite quality;
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•
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the failure of essential equipment at our suppliers' plants;
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•
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the failure or shortage of supply of raw materials to our suppliers;
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•
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contractual amendments and disputes with our suppliers; and
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•
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geopolitical conditions in the global supply base.
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Location
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Description
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Square
Footage
|
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Owned/
Leased
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TRIUMPH AEROSTRUCTURES GROUP
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Hot Springs, AR
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Manufacturing facility/office
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217,300
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Owned
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Brea, CA
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Manufacturing facility
|
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90,000
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|
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Leased
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Chatsworth, CA
|
Manufacturing facility/office
|
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101,900
|
|
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Owned
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Chatsworth, CA
|
Manufacturing facility
|
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21,600
|
|
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Leased
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City of Industry, CA
|
Manufacturing facility/office
|
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75,000
|
|
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Leased
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El Cajon, CA
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Manufacturing facility/office
|
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122,400
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|
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Leased
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Hawthorne, CA
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Manufacturing facility
|
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1,348,700
|
|
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Leased
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Lynwood, CA
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Processing and finishing facility/office
|
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59,700
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|
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Leased
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Lynwood, CA
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Office/warehouse/aerospace metal processing
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105,000
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Leased
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San Diego, CA
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Force measurement systems facility
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7,000
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|
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Leased
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Torrance, CA
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Processing facility
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84,700
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|
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Leased
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Walnut, CA
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Manufacturing facility/office
|
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105,000
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|
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Leased
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Bejing, China
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Manufacturing facility/office
|
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43,700
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|
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Leased
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New Haven, CT
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Engineering/manufacturing
|
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2,400
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|
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Leased
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Stuart, FL
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Manufacturing facility
|
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519,700
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|
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Leased
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Milledgeville, GA
|
Manufacturing facility/assembly facility
|
|
566,200
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|
|
Owned
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Shelbyville, IN
|
Manufacturing facility/office
|
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193,900
|
|
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Owned
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Wichita, KS
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Manufacturing facility/office
|
|
145,200
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|
|
Leased
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Mexicali, Mexico
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Manufacturing facility/office
|
|
261,000
|
|
|
Leased
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Grandview, MO
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Manufacturing facility/office
|
|
78,000
|
|
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Owned
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Westbury, NY
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Manufacturing facility/office
|
|
93,500
|
|
|
Leased
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Westbury, NY
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Aerospace metal processing
|
|
12,500
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|
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Leased
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Nashville, TN
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Manufacturing facility/assembly facility/office
|
|
2,198,700
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|
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Owned
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Dallas, TX
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High-speed wind tunnel
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28,900
|
|
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Owned
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Dallas, TX
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Manufacturing facility/office
|
|
4,855,300
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|
|
Leased
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Fort Worth, TX
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Manufacturing facility/office
|
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114,100
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|
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Owned
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Grand Prairie, TX
|
Manufacturing facility
|
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804,500
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|
|
Leased
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Kilgore, TX
|
Manufacturing facility/office
|
|
83,000
|
|
|
Owned
|
Everett, WA
|
Manufacturing facility
|
|
153,000
|
|
|
Leased
|
Spokane, WA
|
Manufacturing facility/office
|
|
392,000
|
|
|
Owned
|
Location
|
Description
|
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Square
Footage
|
|
Owned/
Leased
|
|
TRIUMPH AEROSPACE SYSTEMS GROUP
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Chandler, AZ
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Manufacturing facility/office
|
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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
|
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
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
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
|
|
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
|
|
|
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
|
Item 6.
|
Selected Financial Data
|
|
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.
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
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
.
|
•
|
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.
|
|
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
|
|
|
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
|
)
|
|
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
|
|
|
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
|
|
|
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
|
%
|
|
|
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
|
%
|
|
|
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
|
%
|
|
|
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
|
%
|
|
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.
|
|
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
|
|
•
|
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.
|
•
|
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
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
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
|
%
|
|
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
/s/Ernst & Young LLP
|
|
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
|
|
|
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.
|
|
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
|
|
|
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
|
|
|
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
|
|
1.
|
BACKGROUND AND BASIS OF PRESENTATION
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
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
|
|
•
|
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.
|
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
|
|
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
|
|
(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
|
|
|
|
|
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
|
|
•
|
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).
|
|
Fiscal year ended
|
||
|
March 31, 2011
|
||
Net sales
|
$
|
1,527,326
|
|
Operating income
|
$
|
161,629
|
|
|
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
|
|
4.
|
DISCONTINUED OPERATIONS AND ASSETS 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
|
|
5.
|
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
|
|
6.
|
PROPERTY AND EQUIPMENT
|
|
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
|
|
7.
|
GOODWILL AND OTHER INTANGIBLE ASSETS
|
|
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
|
|
|
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
|
|
8.
|
ACCRUED EXPENSES
|
|
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
|
10.
|
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
|
|
11.
|
OTHER NONCURRENT LIABILITIES
|
|
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
|
|
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
|
|
|
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
|
%
|
|
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
|
|
|
|
||
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
|
|
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
|
|
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
|
|
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
|
)
|
|
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
|
|
•
|
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
.
|
|
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
|
|
|
—
|
|
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
|
|
|
|
|
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, 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
|
|
|
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
|
|
|
|
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
|
)
|
|
Other Postretirement Benefits
|
||||||
|
One-Percentage
Point Increase
|
|
One-Percentage
Point Decrease
|
||||
Net periodic expense
|
$
|
(606
|
)
|
|
$
|
676
|
|
Obligation
|
(11,159
|
)
|
|
12,404
|
|
16.
|
STOCK COMPENSATION PLANS
|
|
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
|
|
|
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
|
|
17.
|
COMMITMENTS AND CONTINGENCIES
|
18.
|
FAIR VALUE MEASUREMENTS
|
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
|
|
|
|
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
|
)
|
|
$
|
—
|
|
|
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
|
|
|
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
|
|
19.
|
CUSTOMER CONCENTRATION
|
20.
|
COLLECTIVE BARGAINING AGREEMENTS
|
21.
|
SEGMENTS
|
|
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
|
|
22.
|
SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
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
|
|
|
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.
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
(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.
|
/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
|
|
|
/s/ Ernst & Young LLP
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
|
|
Triumph Group, Inc.
|
Page
|
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)
|
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)
|
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.
|
(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.
|
|
|
TRIUMPH GROUP, INC.
|
|
|
|
|
/s/ RICHARD C. ILL
|
Dated:
|
May 25, 2012
|
By:
|
Richard C. Ill
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
/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
|
|
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)
|
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.
|
(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.
|
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.
|
|
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
|
|
Euro-Rate =
|
Bloomberg Page BBAM1
|
Euro-Rate =
|
Bloomberg Page BBAM1
|
1.2.1
|
Number; Inclusion
.
|
1.2.2
|
Determination
.
|
1.2.3
|
Administrative Agent's Discretion and Consent
.
|
1.2.4
|
Documents Taken as a Whole
.
|
1.2.5
|
Headings
.
|
1.2.6
|
Implied References to this Agreement
.
|
1.2.7
|
Persons
.
|
1.2.8
|
Modifications to Documents
.
|
1.2.9
|
From, To and Through
.
|
1.2.10
|
Shall; Will
.
|
2.1.1
|
General
.
|
2.1.2
|
Right to Increase Commitments.
|
2.8.1
|
Issuance of Letters of Credit.
|
2.8.2
|
Letter of Credit Fees
.
|
2.8.3
|
Disbursements, Reimbursement
.
|
2.8.4
|
Repayment of Participation Advances
.
|
2.8.5
|
Documentation
.
|
2.8.6
|
Determinations to Honor Drawing Requests
.
|
2.8.7
|
Nature of Participation and Reimbursement Obligations
.
|
2.8.8
|
Indemnity
.
|
2.8.9
|
Liability for Acts and Omissions
.
|
2.9.1
|
Making Swing Loans
.
|
2.9.2
|
Swing Loan Request
.
|
2.9.3
|
Swing Loan Notes
.
|
2.9.4
|
Repayment
.
|
2.9.5
|
Participations
.
|
2.9.6
|
Termination
.
|
2.9.7
|
Minimum Amounts
.
|
2.9.8
|
Prepayment
.
|
2.9.9
|
Swing Loans Under Cash Management Agreements
.
|
2.9.10
|
Nature of Obligations
.
|
2.9.11
|
Indemnity
.
|
2.10.1
|
Periodic Computations of Dollar Equivalent Amounts of Loans and Letters of Credit Outstanding
.
|
2.10.2
|
Notices From Banks That Optional Currencies Are Unavailable to Fund New Loans
.
|
2.10.3
|
Intentionally Omitted
.
|
2.10.4
|
Requests for Additional Optional Currencies
.
|
3.1.1
|
Revolving Credit Interest Rate Options
.
|
3.1.2
|
Rate Quotations
.
|
3.2.1
|
Ending Date and Business Day
.
|
3.2.2
|
Amount of Borrowing Tranche
.
|
3.2.3
|
Termination Before Expiration Date
.
|
3.2.4
|
Renewals
.
|
3.3.1
|
Letter of Credit Fees, Interest Rate
.
|
3.3.2
|
Other Obligations
.
|
3.3.3
|
Acknowledgment
.
|
3.4.1
|
Unascertainable
.
|
3.4.2
|
Illegality; Increased Costs; Deposits Not Available
.
|
3.4.3
|
Administrative Agent's and Banks' Rights
.
|
4.4.1
|
Right to Prepay
.
|
4.4.2
|
Replacement of a Bank
.
|
4.4.3
|
Right to Reduce Commitments
.
|
4.4.4
|
Change of Lending Office
.
|
4.5.1
|
Increased Costs or Reduced Return Resulting From Reserves, Capital Adequacy Requirements, Expenses, Etc
.
|
4.5.2
|
Indemnity
.
|
4.6.1
|
Currency Fluctuations
.
|
4.6.2
|
Application Among Interest Rate Options
.
|
4.8.1
|
Payments Free of Taxes
.
|
4.8.2
|
Payment of Other Taxes by the Loan Parties
.
|
4.8.3
|
Indemnification by the Loan Parties
.
|
4.8.4
|
Indemnification by the Banks
.
|
4.8.5
|
Evidence of Payments
.
|
4.8.6
|
Status of Banks
.
|
4.8.7
|
Refund
.
|
4.8.8
|
Survival
.
|
4.8.9
|
United Kingdom Tax Information
|
4.9.1
|
Currency Conversion Procedures for Judgments
.
|
4.9.2
|
Indemnity in Certain Events
.
|
5.1.1
|
Organization and Qualification
.
|
5.1.2
|
Capitalization and Ownership
.
|
5.1.3
|
Subsidiaries
.
|
5.1.4
|
Power and Authority
.
|
5.1.5
|
Validity and Binding Effect
.
|
5.1.6
|
No Conflict
.
|
5.1.7
|
Litigation
.
|
5.1.8
|
Title to Properties
.
|
5.1.9
|
Financial Statements
.
|
5.1.10
|
Margin Stock
.
|
5.1.11
|
Full Disclosure
.
|
5.1.12
|
Taxes
.
|
5.1.13
|
Consents and Approvals
.
|
5.1.14
|
No Event of Default; Compliance with Instruments
.
|
5.1.15
|
Patents, Trademarks, Copyrights, Licenses, Etc
.
|
5.1.16
|
Insurance
.
|
5.1.17
|
Compliance with Laws
.
|
5.1.18
|
Material Contracts
.
|
5.1.19
|
Investment Companies
.
|
5.1.20
|
Plans and Benefit Arrangements
.
|
5.1.21
|
Employment Matters
.
|
5.1.22
|
Environmental Matters
.
|
5.1.23
|
Senior Debt Status
.
|
5.1.24
|
Anti-Terrorism Laws.
|
5.1.25
|
Security Interests; Mortgage Liens
.
|
5.1.26
|
Status of the Pledged Collateral
.
|
6.1.1
|
Closing Representations
.
|
6.1.2
|
Secretary's Certificate
.
|
6.1.3
|
Delivery of Loan Documents
.
|
6.1.4
|
Amendments to Convertible Debt Documents
.
|
6.1.5
|
Opinion of Counsel
.
|
6.1.6
|
Legal Details
.
|
6.1.7
|
Payment of Fees
.
|
6.1.8
|
Consents
.
|
6.1.9
|
Officer's Certificate Regarding MACs
.
|
6.1.10
|
No Violation of Laws
.
|
6.1.11
|
No Actions or Proceedings
.
|
6.1.12
|
Lien Search; Filing Receipts; Pledged Shares
.
|
6.1.13
|
Flood Certifications
.
|
6.1.14
|
Certain Amended and Restated Exhibits and other Loan Documents
.
|
6.1.15
|
Repayment and Reborrowing of Loans
.
|
6.1.16
|
Environmental Matters
.
|
6.1.17
|
Insurance Policies, Certificates of Insurance; Endorsements
.
|
6.1.18
|
Intentionally Omitted
.
|
6.1.19
|
Intentionally Omitted
.
|
7.1.1
|
Preservation of Existence, Etc
.
|
7.1.2
|
Payment of Liabilities, Including Taxes, Etc
.
|
7.1.3
|
Maintenance of Insurance
.
|
7.1.4
|
Maintenance of Properties and Leases
.
|
7.1.5
|
Maintenance of Patents, Trademarks, Etc
.
|
7.1.6
|
Visitation Rights
.
|
7.1.7
|
Keeping of Records and Books of Account
.
|
7.1.8
|
Plans and Benefit Arrangements
.
|
7.1.9
|
Compliance with Laws
.
|
7.1.10
|
Use of Proceeds
.
|
7.1.11
|
Subsidiary Dividends
.
|
7.1.12
|
Subordination of Intercompany Loans
.
|
7.1.13
|
Anti-Terrorism Laws
.
|
7.1.14
|
Further Assurances
.
|
7.1.16
|
Collateral and Additional Collateral; Execution and Delivery of Additional Security Documents
.
|
7.1.17
|
Intentionally Omitted
.
|
7.1.18
|
Intercreditor Issues
.
|
7.2.1
|
Indebtedness
.
|
7.2.2
|
Liens
.
|
7.2.3
|
Guaranties
.
|
7.2.4
|
Loans and Investments
.
|
7.2.5
|
Dividends and Related Distributions
.
|
7.2.6
|
Liquidations, Mergers, Consolidations, Acquisitions
.
|
7.2.7
|
Dispositions of Assets or Subsidiaries
.
|
7.2.8
|
Affiliate Transactions
.
|
7.2.9
|
Subsidiaries, Partnerships and Joint Ventures.
|
7.2.10
|
Continuation of Present Business
.
|
7.2.11
|
Plans and Benefit Arrangements
.
|
7.2.12
|
Fiscal Year
.
|
7.2.13
|
Issuance of Stock
.
|
7.2.14
|
Changes in Organizational Documents
.
|
7.2.15
|
Minimum Interest Coverage Ratio
.
|
7.2.16
|
Total Leverage Ratio
.
|
7.2.17
|
Senior Leverage Ratio
.
|
7.2.18
|
Negative Pledges; Restrictions on Dividend Payments
.
|
7.2.19
|
Minimum Availability
.
|
7.2.20
|
Repayment of Convertible Notes; Repayment of other Subordinated Indebtedness
.
|
7.2.21
|
Modification of Other Debt Documents
|
7.3.1
|
Quarterly Financial Statements
.
|
7.3.2
|
Annual Financial Statement
.
|
7.3.3
|
Compliance Certificate
.
|
7.3.4
|
Notice of Default
.
|
7.3.5
|
Notice of Litigation
.
|
7.3.6
|
Certain Events; Events Under the Convertible Notes or Vought Acquisition Debt
.
|
7.3.7
|
Budgets, Forecasts, Other Reports and Information
.
|
7.3.8
|
Notices Regarding Plans and Benefit Arrangements
.
|
8.1.1
|
Payments Under Loan Documents
.
|
8.1.2
|
Breach of Warranty
.
|
8.1.3
|
Refusal to Permit Inspections; Breach of Negative Covenants
.
|
8.1.4
|
Breach of Other Covenants
.
|
8.1.5
|
Defaults in Other Agreements or Indebtedness
.
|
8.1.6
|
Final Judgments or Orders
.
|
8.1.7
|
Loan Document Unenforceable
.
|
8.1.8
|
Uninsured Losses; Proceedings Against Assets
.
|
8.1.9
|
Notice of Lien or Assessment
.
|
8.1.10
|
Insolvency
.
|
8.1.11
|
Events Relating to Plans and Benefit Arrangements
.
|
8.1.12
|
Cessation of Business
.
|
8.1.13
|
Change of Control
.
|
8.1.14
|
Involuntary Proceedings
.
|
8.1.15
|
Voluntary Proceedings
.
|
8.2.1
|
Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings
.
|
8.2.2
|
Bankruptcy, Insolvency or Reorganization Proceedings
.
|
8.2.3
|
Set-off
.
|
8.2.4
|
Suits, Actions, Proceedings
.
|
8.2.5
|
Application of Proceeds; Collateral Sharing
.
|
10.1.1
|
Increase of Commitment; Extension of Expiration Date
.
|
10.1.2
|
Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment
.
|
10.1.3
|
Miscellaneous
.
|
10.1.4
|
Release of Guarantor or Collateral
.
|
10.5.1
|
Notional Funding
.
|
10.5.2
|
Actual Funding
.
|
10.11.1
|
Successors and Assigns Generally
.
|
10.11.2
|
Assignments by Banks
.
|
(i)
|
Minimum Amounts
.
|
(iii)
|
Required Consents
.
|
(iv)
|
Assignment and Assumption Agreement.
|
(v)
|
No Assignment to Borrower.
|
(vi)
|
No Assignment to Natural Persons.
|
(vii)
|
No Assignment to a Competitor.
|
10.11.3
|
Register
.
|
10.11.4
|
Participations
.
|
10.11.5
|
Limitations upon Participant Rights Successors and Assigns Generally
.
|
10.11.6
|
Certain Pledges; Successors and Assigns Generally.
|
10.12.1
|
General
.
|
10.12.2
|
Sharing Information With Affiliates of the Banks
.
|
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 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 16
th
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%
|
|
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.
|
[NAME OF LENDER]
|
|
By:
|
|
|
Name:
|
|
Title:
|
[NAME OF PARTICIPANT]
|
|
By:
|
|
|
Name:
|
|
Title:
|
[NAME OF PARTICIPANT]
|
|
By:
|
|
|
Name:
|
|
Title:
|
[NAME OF LENDER]
|
|
By:
|
|
|
Name:
|
|
Title:
|
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.;
|
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.
|
|
|
/s/ RICHARD C. ILL
|
|
|
Richard C. Ill
Chairman and Chief Executive Officer (Principal
Executive Officer)
|
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.
|
|
|
/s/ M. DAVID KORNBLATT
|
|
|
M. David Kornblatt
Executive Vice President, Chief Financial Officer and
Treasurer (Principal Financial Officer)
|
(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
|
|
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Richard C. Ill
Chairman and Chief Executive Officer
(Principal Executive Officer)
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May 25, 2012
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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By:
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/s/ M. DAVID KORNBLATT
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M. David Kornblatt
Executive Vice President, Chief Financial Officer and
Treasurer (Principal Financial Officer)
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May 25, 2012
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