(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, 2013
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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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Acoustic and thermal insulation systems
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Engine nacelles
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Aircraft wings
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Flight control surfaces
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Composite and metal bonding
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Helicopter cabins
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Composite ducts and floor panels
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Stretch-formed leading edges and fuselage skins
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Comprehensive processing services
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Windows and window assemblies
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Empennages
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Wing spars and stringers
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Air cycle machines
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Blades and vanes
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APUs
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Cabin interior panes, shades, light lenses and other plastic components
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Constant speed drives
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Combustors
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Engine and airframe accessories
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Stators
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Flight control surfaces
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Transition ducts
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Integrated drive generators
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Sidewalls
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Nacelles
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Light assemblies
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Remote sensors
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Overhead bins
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Thrust reversers
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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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194
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Triumph
Aerostructures— Vought Aircraft Division |
Triumph
Aerostructures, LLC |
Dallas, TX
Grand Prairie, TX
Red Oak, 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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5,497
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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 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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610
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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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152
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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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332
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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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117
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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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153
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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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Produces insulation systems provided to original equipment manufactures, airlines, maintenance, repair and overhaul organizations and air cargo carriers. Also provides products in the ancillary aircraft interiors and spares markets.
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Commercial and Military OEMs.
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1,128
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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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89
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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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124
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Triumph Structures—Everett
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Triumph Structures—Everett, Inc.
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Everett, WA
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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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232
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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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161
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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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143
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Triumph Structures—Los Angeles
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Triumph Structures—Los Angeles, Inc.
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Brea, 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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287
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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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134
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TRIUMPH AEROSPACE SYSTEMS GROUP
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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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47
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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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267
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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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152
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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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197
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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
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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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95
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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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128
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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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154
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Triumph Controls— France
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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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68
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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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43
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Triumph Engine Control Systems
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Triumph Engine Controls Systems, LLC
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West Hartford, CT
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Manufactures aerospace fuel systems including electronic engine controls, fuel metering units and main pumps.
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Commercial, General Aviation and Military OEMs and Aftermarket.
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564
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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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66
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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 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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478
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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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29
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Triumph
Processing
— Embee Division
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Triumph Processing - Embee Division, Inc.
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Santa Ana, CA
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Provides comprehensive processing services on precision engineered parts for hydraulics, landing gear, spare parts and electronic actuation systems.
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Commercial and Military OEMs and Specialty Automotive, Medical Device and Electronic Industries
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387
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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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187
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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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148
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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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124
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Triumph Air Repair(1)
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The Triumph Group Operations, Inc.
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Chandler, 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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105
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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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176
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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 holds an 80% controlling 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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(3)
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These operations were sold in April 2013 and the associated assets and liabilities are treated as Assets Held for Sale at March 31, 2013. See Note 4 of "Notes to Consolidated Financial Statements."
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Name
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Age
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Position
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Jeffry D. Frisby
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58
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President and Chief Executive Officer and Director
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M. David Kornblatt
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53
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Executive Vice President, Chief Financial Officer
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John B. Wright, II
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59
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Vice President, General Counsel and Secretary
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Thomas A. Quigley, III
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36
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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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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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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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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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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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•
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the destruction of our suppliers' facilities or their distribution infrastructure;
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•
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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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the failure of essential equipment at our suppliers' plants;
|
•
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the failure or shortage of supply of raw materials to our suppliers;
|
•
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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
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Manufacturing facility/office
|
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101,900
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|
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Owned
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City of Industry, CA
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Manufacturing facility/office
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75,000
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|
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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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|
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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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|
|
Leased
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Walnut, CA
|
Manufacturing facility/office
|
|
105,000
|
|
|
Leased
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Bejing, China
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Manufacturing facility/office
|
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43,700
|
|
|
Leased
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Stuart, FL
|
Manufacturing facility
|
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519,700
|
|
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Leased
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Milledgeville, GA
|
Manufacturing facility/assembly facility
|
|
566,200
|
|
|
Owned
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Shelbyville, IN
|
Manufacturing facility/office
|
|
193,900
|
|
|
Owned
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Wichita, KS
|
Manufacturing facility/office
|
|
190,000
|
|
|
Leased
|
Mexicali, Mexico
|
Manufacturing facility/office
|
|
261,000
|
|
|
Leased
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Grandview, MO
|
Manufacturing facility/office
|
|
78,000
|
|
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Owned
|
Westbury, NY
|
Manufacturing facility/office
|
|
93,500
|
|
|
Leased
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Westbury, NY
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Aerospace metal processing
|
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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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Owned
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Dallas, TX
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High-speed wind tunnel
|
|
28,900
|
|
|
Owned
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Dallas, TX
|
Manufacturing facility/office
|
|
4,855,300
|
|
|
Leased
|
Fort Worth, TX
|
Manufacturing facility/office
|
|
114,100
|
|
|
Owned
|
Grand Prairie, TX
|
Manufacturing facility
|
|
804,500
|
|
|
Leased
|
Kilgore, TX
|
Manufacturing facility/office
|
|
83,000
|
|
|
Owned
|
Red Oak, TX
|
Manufacturing facility/office
|
|
255,000
|
|
|
Owned
|
Everett, WA
|
Manufacturing facility
|
|
153,000
|
|
|
Leased
|
Spokane, WA
|
Manufacturing facility/office
|
|
392,000
|
|
|
Owned
|
Location
|
Description
|
|
Square
Footage
|
|
Owned/
Leased
|
|
TRIUMPH AEROSPACE SYSTEMS GROUP
|
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|
|
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Chandler, AZ
|
Manufacturing facility/office
|
|
34,300
|
|
|
Leased
|
Santa Ana, CA
|
Processing and finishing facility/office
|
|
105,145
|
|
|
Owned
|
San Diego, CA
|
Force measurement systems facility
|
|
7,000
|
|
|
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
|
West Hartford, CT
|
Manufacturing facility/office
|
|
250,000
|
|
|
Owned
|
Alfortville, France
|
Manufacturing facility/office
|
|
7,500
|
|
|
Leased
|
Heiligenhaus, Germany
|
Manufacturing facility/office
|
|
19,214
|
|
|
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
|
|
9,110
|
|
|
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
|
Chandler, AZ
|
Repair and overhaul/office
|
|
91,013
|
|
|
Leased
|
Phoenix, AZ
|
Repair and overhaul/office
|
|
30,000
|
|
|
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 (1)
|
Instrument shop/warehouse/office
|
|
23,000
|
|
|
Leased
|
Ft. Lauderdale, FL (1)
|
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 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
|
||||
Fiscal 2013
|
|
|
|
||||
1st Quarter
|
$
|
66.89
|
|
|
$
|
53.46
|
|
2nd Quarter
|
63.88
|
|
|
55.71
|
|
||
3rd Quarter
|
67.51
|
|
|
60.79
|
|
||
4th Quarter
|
79.77
|
|
|
65.73
|
|
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, 2010 - March 31, 2013
|
—
|
|
|
N/A
|
|
499,200
|
|
|
500,800
|
|
|
3/08
|
|
3/09
|
|
3/10
|
|
3/11
|
|
3/12
|
|
3/13
|
Triumph Group, Inc.
|
100.00
|
|
67.35
|
|
124.02
|
|
156.84
|
|
222.78
|
|
279.80
|
Russell 2000
|
100.00
|
|
62.50
|
|
101.72
|
|
127.96
|
|
127.73
|
|
148.55
|
S&P Aerospace & Defense
|
100.00
|
|
58.17
|
|
99.43
|
|
109.93
|
|
114.92
|
|
133.30
|
Item 6.
|
Selected Financial Data
|
|
Fiscal Years Ended March 31,
|
||||||||||||||||||
|
2013(1)
|
|
2012(2)
|
|
2011(3)
|
|
2010(4)
|
|
2009(5)
|
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
Operating Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
3,702,702
|
|
|
$
|
3,407,929
|
|
|
$
|
2,905,348
|
|
|
$
|
1,294,780
|
|
|
$
|
1,240,378
|
|
Cost of sales
|
2,763,488
|
|
|
2,564,995
|
|
|
2,231,864
|
|
|
927,211
|
|
|
877,744
|
|
|||||
|
939,214
|
|
|
842,934
|
|
|
673,484
|
|
|
367,569
|
|
|
362,634
|
|
|||||
Selling, general and administrative expense
|
241,349
|
|
|
242,553
|
|
|
238,889
|
|
|
157,870
|
|
|
162,109
|
|
|||||
Depreciation and amortization
|
129,506
|
|
|
119,724
|
|
|
99,657
|
|
|
54,418
|
|
|
48,611
|
|
|||||
Acquisition and integration expenses
|
2,665
|
|
|
6,342
|
|
|
20,902
|
|
|
—
|
|
|
—
|
|
|||||
Curtailments and early retirement incentives
|
34,481
|
|
|
(40,400
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating income
|
531,213
|
|
|
514,715
|
|
|
314,036
|
|
|
155,281
|
|
|
151,914
|
|
|||||
Interest expense and other
|
68,156
|
|
|
77,138
|
|
|
79,559
|
|
|
28,865
|
|
|
16,929
|
|
|||||
Gain on early extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
(880
|
)
|
|||||
Income from continuing operations, before income taxes
|
463,057
|
|
|
437,577
|
|
|
234,477
|
|
|
126,455
|
|
|
135,865
|
|
|||||
Income tax expense
|
165,710
|
|
|
155,955
|
|
|
82,066
|
|
|
41,167
|
|
|
43,124
|
|
|||||
Income from continuing operations
|
297,347
|
|
|
281,622
|
|
|
152,411
|
|
|
85,288
|
|
|
92,741
|
|
|||||
Loss from discontinued operations
|
—
|
|
|
(765
|
)
|
|
(2,512
|
)
|
|
(17,526
|
)
|
|
(4,745
|
)
|
|||||
Net income
|
$
|
297,347
|
|
|
$
|
280,857
|
|
|
$
|
149,899
|
|
|
$
|
67,762
|
|
|
$
|
87,996
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
5.99
|
|
|
$
|
5.77
|
|
|
$
|
3.39
|
|
|
$
|
2.59
|
|
|
$
|
2.83
|
|
Diluted(6)
|
$
|
5.67
|
|
|
$
|
5.43
|
|
|
$
|
3.21
|
|
|
$
|
2.56
|
|
|
$
|
2.80
|
|
Cash dividends declared per share
|
$
|
0.16
|
|
|
$
|
0.14
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
Shares used in computing earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
49,663
|
|
|
48,821
|
|
|
45,006
|
|
|
32,918
|
|
|
32,768
|
|
|||||
Diluted(6)
|
52,446
|
|
|
51,873
|
|
|
47,488
|
|
|
33,332
|
|
|
33,168
|
|
|
As of March 31,
|
||||||||||||||||||
|
2013(1)
|
|
2012(2)
|
|
2011(3)
|
|
2010(4)
|
|
2009(5)
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
$
|
889,913
|
|
|
$
|
741,105
|
|
|
$
|
436,638
|
|
|
$
|
487,411
|
|
|
$
|
372,159
|
|
Total assets
|
5,183,505
|
|
|
4,597,224
|
|
|
4,477,234
|
|
|
1,692,578
|
|
|
1,591,207
|
|
|||||
Long-term debt, including current portion
|
1,329,863
|
|
|
1,158,862
|
|
|
1,312,004
|
|
|
505,780
|
|
|
459,396
|
|
|||||
Total stockholders' equity
|
$
|
2,045,158
|
|
|
$
|
1,793,369
|
|
|
$
|
1,632,217
|
|
|
$
|
860,686
|
|
|
$
|
788,563
|
|
(1)
|
Includes the acquisitions of Goodrich Pump & Engine Control Systems (March 2013) and Embee, Inc. (December 2012) from the date of each respective acquisition. See Note 3 to the Consolidated Financial Statements.
|
(2)
|
Includes the acquisition of Aviation Network Services, LLC. (October 2011) from the date of acquisition. See Note 3 to the Consolidated Financial Statements.
|
(3)
|
Includes the acquisition of Vought Aircraft Industries, Inc. (June 2010) from the date of acquisition. See Note 3 to the Consolidated Financial Statements.
|
(4)
|
Includes the acquisition of DCL Avionics, Inc. (January 2010) and Fabritech, Inc. (March 2010) from the date of each respective acquisition.
|
(5)
|
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).
|
(6)
|
Diluted earnings per share for the fiscal years ended March 31, 2013, 2012 and 2011, included
2,400,439
,
2,606,189
, and
2,040,896
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
2013
increased
8.6%
to
$3.70 billion
, including an 8.0% increase due to organic growth.
|
•
|
Operating income in fiscal
2013
increased
3.2%
to
$531.2 million
.
|
•
|
Non-GAAP operating income excluding curtailments and early retirement incentives for fiscal 2013 was $565.7 million compared to $474.3 million for fiscal 2012, increase of $91.4 million, or 19.2%.
|
•
|
Net income for fiscal
2013
increased
5.9%
to
$297.3 million
.
|
•
|
Backlog increased
5.2%
over the prior year to
$4.53 billion
. For the fiscal year ended March 31, 2012, backlog increased substantially from what we had previously reported. During our fiscal fourth quarter, we detected an inadvertent error in how one portion of our 24-month backlog was being reported.
|
•
|
Curtailments and early retirement incentives 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 as well as the incremental cost of retirement incentive benefits paid to participants. 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 acquisitions. 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,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Income from continuing operations
|
$
|
297,347
|
|
|
$
|
281,622
|
|
|
$
|
152,411
|
|
Amortization of acquired contract liabilities
|
(25,644
|
)
|
|
(26,684
|
)
|
|
(29,214
|
)
|
|||
Depreciation and amortization
|
129,506
|
|
|
119,724
|
|
|
99,657
|
|
|||
Curtailments and early retirement incentives
|
34,481
|
|
|
(40,400
|
)
|
|
—
|
|
|||
Interest expense and other
|
68,156
|
|
|
77,138
|
|
|
79,559
|
|
|||
Income tax expense
|
165,710
|
|
|
155,955
|
|
|
82,066
|
|
|||
Adjusted EBITDA
|
$
|
669,556
|
|
|
$
|
567,355
|
|
|
$
|
384,479
|
|
|
Fiscal year ended March 31, 2013
|
||||||||||||||||||
|
Total
|
|
Aerostructures
|
|
Aerospace
Systems
|
|
Aftermarket
Services
|
|
Corporate/
Eliminations
|
||||||||||
Operating income
|
$
|
531,213
|
|
|
$
|
469,873
|
|
|
$
|
103,179
|
|
|
$
|
45,380
|
|
|
$
|
(87,219
|
)
|
Curtailments and early retirement incentives
|
34,481
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,481
|
|
|||||
Amortization of acquired contract liabilities
|
(25,644
|
)
|
|
(25,457
|
)
|
|
(187
|
)
|
|
—
|
|
|
—
|
|
|||||
Depreciation and amortization
|
129,506
|
|
|
95,884
|
|
|
19,870
|
|
|
9,118
|
|
|
4,634
|
|
|||||
Adjusted EBITDA
|
$
|
669,556
|
|
|
$
|
540,300
|
|
|
$
|
122,862
|
|
|
$
|
54,498
|
|
|
$
|
(48,104
|
)
|
|
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
|
)
|
Curtailments and early retirement incentives
|
(40,400
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,400
|
)
|
|||||
Amortization of acquired contract liabilities
|
(26,684
|
)
|
|
(26,684
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Depreciation and amortization
|
119,724
|
|
|
89,113
|
|
|
17,363
|
|
|
9,487
|
|
|
3,761
|
|
|||||
Adjusted 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 liabilities
|
(29,214
|
)
|
|
(29,214
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Depreciation and amortization
|
99,657
|
|
|
69,451
|
|
|
17,183
|
|
|
11,101
|
|
|
1,922
|
|
|||||
Adjusted EBITDA
|
$
|
384,479
|
|
|
$
|
308,020
|
|
|
$
|
92,475
|
|
|
$
|
39,875
|
|
|
$
|
(55,891
|
)
|
|
Year Ended March 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Net sales
|
$
|
3,702,702
|
|
|
$
|
3,407,929
|
|
Segment operating income
|
$
|
618,432
|
|
|
$
|
525,308
|
|
Corporate general and administrative expenses
|
(87,219
|
)
|
|
(10,593
|
)
|
||
Total operating income
|
531,213
|
|
|
514,715
|
|
||
Interest expense and other
|
68,156
|
|
|
77,138
|
|
||
Income tax expense
|
165,710
|
|
|
155,955
|
|
||
Income from continuing operations
|
297,347
|
|
|
281,622
|
|
||
Loss from discontinued operations, net
|
—
|
|
|
(765
|
)
|
||
Net income
|
$
|
297,347
|
|
|
$
|
280,857
|
|
|
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,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
Aerostructures
|
|
|
|
|
|
|||
Commercial aerospace
|
43.9
|
%
|
|
39.4
|
%
|
|
35.4
|
%
|
Military
|
18.9
|
|
|
23.5
|
|
|
26.4
|
|
Business Jets
|
11.2
|
|
|
11.3
|
|
|
9.7
|
|
Regional
|
0.5
|
|
|
0.5
|
|
|
0.6
|
|
Non-aviation
|
0.7
|
|
|
0.7
|
|
|
1.0
|
|
Total Aerostructures net sales
|
75.2
|
%
|
|
75.4
|
%
|
|
73.1
|
%
|
Aerospace Systems
|
|
|
|
|
|
|||
Commercial aerospace
|
6.3
|
%
|
|
5.9
|
%
|
|
5.7
|
%
|
Military
|
7.9
|
|
|
7.7
|
|
|
9.3
|
|
Business Jets
|
0.7
|
|
|
0.8
|
|
|
0.8
|
|
Regional
|
0.4
|
|
|
0.5
|
|
|
0.7
|
|
Non-aviation
|
1.2
|
|
|
1.1
|
|
|
1.0
|
|
Total Aerospace Systems net sales
|
16.5
|
%
|
|
16.0
|
%
|
|
17.5
|
%
|
Aftermarket Services
|
|
|
|
|
|
|||
Commercial aerospace
|
6.8
|
%
|
|
6.6
|
%
|
|
7.0
|
%
|
Military
|
1.0
|
|
|
0.9
|
|
|
1.2
|
|
Business Jets
|
0.3
|
|
|
0.4
|
|
|
0.4
|
|
Regional
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
Non-aviation
|
0.1
|
|
|
0.5
|
|
|
0.6
|
|
Total Aftermarket Services net sales
|
8.3
|
%
|
|
8.6
|
%
|
|
9.4
|
%
|
Total Consolidated net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
Year Ended March 31,
|
|
%
Change
|
|
% of Total Sales
|
|||||||||||
|
|
2013
|
|
2012
|
|
|
2013
|
|
2012
|
||||||||
|
|
(in thousands)
|
|
|
|
|
|
|
|||||||||
NET SALES
|
|
|
|
|
|
|
|
|
|
|
|||||||
Aerostructures
|
|
$
|
2,781,344
|
|
|
$
|
2,571,576
|
|
|
8.2
|
%
|
|
75.1
|
%
|
|
75.4
|
%
|
Aerospace Systems
|
|
615,771
|
|
|
551,800
|
|
|
11.6
|
%
|
|
16.6
|
%
|
|
16.2
|
%
|
||
Aftermarket Services
|
|
314,507
|
|
|
292,674
|
|
|
7.5
|
%
|
|
8.5
|
%
|
|
8.6
|
%
|
||
Elimination of inter-segment sales
|
|
(8,920
|
)
|
|
(8,121
|
)
|
|
9.8
|
%
|
|
(0.2
|
)%
|
|
(0.2
|
)%
|
||
Total net sales
|
|
$
|
3,702,702
|
|
|
$
|
3,407,929
|
|
|
8.6
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
Year Ended March 31,
|
|
%
Change
|
|
% of Segment
Sales
|
|||||||||||
|
|
2013
|
|
2012
|
|
|
2013
|
|
2012
|
||||||||
|
|
(in thousands)
|
|
|
|
|
|
|
|||||||||
SEGMENT OPERATING INCOME
|
|
|
|
|
|
|
|
|
|
|
|||||||
Aerostructures
|
|
$
|
469,873
|
|
|
$
|
403,414
|
|
|
16.5
|
%
|
|
16.9
|
%
|
|
15.7
|
%
|
Aerospace Systems
|
|
103,179
|
|
|
90,035
|
|
|
14.6
|
%
|
|
16.8
|
%
|
|
16.3
|
%
|
||
Aftermarket Services
|
|
45,380
|
|
|
31,859
|
|
|
42.4
|
%
|
|
14.4
|
%
|
|
10.9
|
%
|
||
Corporate
|
|
(87,219
|
)
|
|
(10,593
|
)
|
|
723.4
|
%
|
|
n/a
|
|
|
n/a
|
|
||
Total segment operating income
|
|
$
|
531,213
|
|
|
$
|
514,715
|
|
|
3.2
|
%
|
|
14.3
|
%
|
|
15.1
|
%
|
|
|
Year Ended March 31,
|
|
%
Change
|
|
% of Segment
Sales
|
|||||||||||
|
|
2013
|
|
2012
|
|
|
2013
|
|
2012
|
||||||||
Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|
|||||||
Aerostructures
|
|
$
|
540,300
|
|
|
$
|
465,843
|
|
|
16.0
|
%
|
|
19.4
|
%
|
|
18.1
|
%
|
Aerospace Systems
|
|
122,862
|
|
|
107,398
|
|
|
14.4
|
%
|
|
20.0
|
%
|
|
19.5
|
%
|
||
Aftermarket Services
|
|
54,498
|
|
|
41,346
|
|
|
31.8
|
%
|
|
17.3
|
%
|
|
14.1
|
%
|
||
Corporate
|
|
(48,104
|
)
|
|
(47,232
|
)
|
|
1.8
|
%
|
|
n/a
|
|
|
n/a
|
|
||
|
|
$
|
669,556
|
|
|
$
|
567,355
|
|
|
18.0
|
%
|
|
18.1
|
%
|
|
16.6
|
%
|
|
|
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
|
%
|
|
17.7
|
%
|
||
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%
|
|
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)
|
$
|
1,333,386
|
|
|
$
|
133,930
|
|
|
$
|
178,412
|
|
|
$
|
283,213
|
|
|
$
|
737,831
|
|
Debt-interest(2)
|
350,646
|
|
|
66,763
|
|
|
129,400
|
|
|
119,766
|
|
|
34,717
|
|
|||||
Operating leases
|
91,536
|
|
|
20,953
|
|
|
43,045
|
|
|
9,018
|
|
|
18,520
|
|
|||||
Contingent payments
|
3,600
|
|
|
1,600
|
|
|
900
|
|
|
1,100
|
|
|
—
|
|
|||||
Purchase obligations
|
1,715,542
|
|
|
1,076,575
|
|
|
618,556
|
|
|
20,092
|
|
|
319
|
|
|||||
Total
|
$
|
3,494,710
|
|
|
$
|
1,299,821
|
|
|
$
|
970,313
|
|
|
$
|
433,189
|
|
|
$
|
791,387
|
|
(1)
|
Included in the Company's consolidated balance sheet at March 31, 2013, plus discounts on 2017 Notes and 2018 Notes of
$1.7 million
and
$1.9 million
, respectively, being amortized to expense through November 2017 and July 2018, respectively.
|
(2)
|
Includes fixed-rate interest only.
|
|
Pension
Benefits
|
|
Other
Postretirement
Benefits
|
||||
|
(in thousands)
|
||||||
Projected benefit obligation at March 31, 2013
|
$
|
2,390,201
|
|
|
$
|
347,555
|
|
Plan assets at March 31, 2013
|
2,030,210
|
|
|
—
|
|
||
Projected contributions by fiscal year
|
|
|
|
||||
2014
|
115,700
|
|
|
33,057
|
|
||
2015
|
40,000
|
|
|
28,703
|
|
||
2016
|
40,000
|
|
|
28,291
|
|
||
2017
|
40,000
|
|
|
28,013
|
|
||
2018
|
—
|
|
|
27,547
|
|
||
Total 2014 - 2018
|
$
|
235,700
|
|
|
$
|
145,611
|
|
•
|
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 April 2012, the Company completed an early retirement incentive offer with a portion of its second largest union-represented group of production and maintenance employees. The early retirement incentive offer provided for an increase in the pension benefits payable to covered employees who retire no later than November 30, 2012. This early retirement incentive resulted in a special termination benefit expense of
$1.2 million
and is presented on the accompanying Consolidated Statement of Income as "Curtailments and early retirement incentive expense."
|
•
|
In July 2012, the Company completed a similar early retirement incentive offer to its non-represented employee participants. This early retirement incentive provided for an increase in the termination benefits payable through the pension plan to covered employees who retire no later than November 30, 2012. This early retirement incentive resulted in a special termination benefit expense of
$2.0 million
and is presented on the accompanying consolidated statement of income as a component of "Curtailments and early retirement incentive expense," as well as severance charges of
$1.2 million
included in "Acquisition and integration expenses" on the accompanying Consolidated Statement of Income.
|
•
|
In October 2012, the Company completed an early retirement incentive offer with a portion of its largest union-represented group of production and maintenance employees. The early retirement offer provided for an increase in the pension benefits to covered employees who retire no later than March 31, 2013. This early retirement incentive resulted in a special termination benefit expense of
$2.0 million
and is presented on the accompanying Consolidated Statement of Income within "Curtailments and early retirement incentives."
|
•
|
In February 2013, the Company completed a second early retirement incentive offer with an expanded portion of its largest union-represented group of production and maintenance employees. The early retirement offer provided for the same increase, as the October 2012 offer, in pension benefits to covered employees who retire no later than September 1, 2013. This early retirement incentive resulted in a special termination benefit expense of
$5.7 million
. In addition, the Company concluded that the February 2013 offer and the October 2012 offer represented such similar actions that they needed to be combined to assess whether the resulting change in the remaining service period indicated that a curtailment had occurred. The Company concluded that a curtailment had occurred and recorded a curtailment loss of
$21.8 million
included in "Curtailments and early retirement incentives" on the Consolidated Statement of Income for the fiscal year ended March 31, 2013.
|
•
|
In February 2013, the Company committed to a plan to relocate from its largest operating facility. In connection with this relocation plan, the Company will exit this facility's Fabrications operations resulting in the termination of a number of defined benefit plan participants. The Company concluded that these terminations will result in a
|
•
|
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 "Curtailments and early retirement incentives", on the Consolidated Statement of Income for the fiscal year ended March 31, 2012.
|
•
|
In February 2012, the Company's second largest union-represented group of production and maintenance employees ratified a new collective bargaining agreement. The agreement provides actively employed participants the option to elect a lump-sum distribution upon retirement effective April 1, 2012. This change resulted in reduction to the projected benefit obligation of approximately $7.1 million.
|
•
|
In March 2012, the Company announced an amendment to the retirement plans of its non-represented employee participants. Effective April 1, 2013, most actively employed participants with 30 years of service and certain highly compensated employees as of April 1, 2012 will no longer continue to accrue a benefit. Those changes resulted in a reduction of the projected pension obligation of approximately $56.7 million and a related curtailment gain of $42.4 million included in "Curtailment and early retirement incentives", on the Consolidated Statement of Income for the fiscal year ended March 31, 2012.
|
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)
|
$
|
124,703
|
|
|
$
|
13,964
|
|
|
$
|
14,442
|
|
|
$
|
4,026
|
|
|
$
|
183,339
|
|
|
$
|
735,344
|
|
|
$
|
1,075,818
|
|
Weighted-average interest rate (%)
|
6.63
|
%
|
|
6.85
|
%
|
|
6.87
|
%
|
|
6.88
|
%
|
|
6.78
|
%
|
|
4.54
|
%
|
|
|
|
|||||||
Variable-rate cash flows (in thousands)
|
$
|
—
|
|
|
$
|
150,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
95,849
|
|
|
$
|
2,178
|
|
|
$
|
248,027
|
|
Weighted-average interest rate (%)
|
1.19
|
%
|
|
1.19
|
%
|
|
1.19
|
%
|
|
1.74
|
%
|
|
1.74
|
%
|
|
2.50
|
%
|
|
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
/s/ Ernst & Young LLP
|
|
March 31,
|
||||||
|
2013
|
|
2012
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
32,037
|
|
|
$
|
29,662
|
|
Trade and other receivables, less allowance for doubtful accounts of $5,372 and $3,900
|
433,926
|
|
|
440,608
|
|
||
Inventories, net of unliquidated progress payments of $124,128 and $164,450
|
987,702
|
|
|
817,956
|
|
||
Rotable assets
|
34,853
|
|
|
34,554
|
|
||
Deferred income taxes
|
99,546
|
|
|
114,962
|
|
||
Prepaid expenses and other
|
23,525
|
|
|
23,344
|
|
||
Assets held for sale
|
14,747
|
|
|
—
|
|
||
Total current assets
|
1,626,336
|
|
|
1,461,086
|
|
||
Property and equipment, net
|
815,548
|
|
|
733,380
|
|
||
Goodwill
|
1,745,321
|
|
|
1,546,138
|
|
||
Intangible assets, net
|
929,413
|
|
|
829,676
|
|
||
Deferred income taxes, noncurrent
|
627
|
|
|
527
|
|
||
Other, net
|
66,260
|
|
|
26,417
|
|
||
Total assets
|
$
|
5,183,505
|
|
|
$
|
4,597,224
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
133,930
|
|
|
$
|
142,237
|
|
Accounts payable
|
327,634
|
|
|
266,124
|
|
||
Accrued expenses
|
272,238
|
|
|
311,620
|
|
||
Liabilities related to assets held for sale
|
2,621
|
|
|
—
|
|
||
Total current liabilities
|
736,423
|
|
|
719,981
|
|
||
Long-term debt, less current portion
|
1,195,933
|
|
|
1,016,625
|
|
||
Accrued pension and other postretirement benefits, noncurrent
|
671,175
|
|
|
700,125
|
|
||
Deferred income taxes, noncurrent
|
331,061
|
|
|
230,837
|
|
||
Other noncurrent liabilities
|
203,755
|
|
|
136,287
|
|
||
Stockholders' equity:
|
|
|
|
||||
Common stock, $.001 par value, 100,000,000 shares authorized, 50,123,035 and 49,590,273 shares issued; 50,123,035 and 49,531,740 shares outstanding
|
50
|
|
|
50
|
|
||
Capital in excess of par value
|
848,372
|
|
|
833,935
|
|
||
Treasury stock, at cost, 0 and 58,533 shares
|
—
|
|
|
(1,716
|
)
|
||
Accumulated other comprehensive loss
|
(60,972
|
)
|
|
(9,306
|
)
|
||
Retained earnings
|
1,257,708
|
|
|
970,406
|
|
||
Total stockholders' equity
|
2,045,158
|
|
|
1,793,369
|
|
||
Total liabilities and stockholders' equity
|
$
|
5,183,505
|
|
|
$
|
4,597,224
|
|
|
Year ended March 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net sales
|
$
|
3,702,702
|
|
|
$
|
3,407,929
|
|
|
$
|
2,905,348
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of sales (exclusive of depreciation shown separately below)
|
2,763,488
|
|
|
2,564,995
|
|
|
2,231,864
|
|
|||
Selling, general and administrative
|
241,349
|
|
|
242,553
|
|
|
238,889
|
|
|||
Depreciation and amortization
|
129,506
|
|
|
119,724
|
|
|
99,657
|
|
|||
Acquisition and integration expenses
|
2,665
|
|
|
6,342
|
|
|
20,902
|
|
|||
Curtailments and early retirement incentives
|
34,481
|
|
|
(40,400
|
)
|
|
—
|
|
|||
|
3,171,489
|
|
|
2,893,214
|
|
|
2,591,312
|
|
|||
Operating income
|
531,213
|
|
|
514,715
|
|
|
314,036
|
|
|||
Interest expense and other
|
68,156
|
|
|
77,138
|
|
|
79,559
|
|
|||
Income from continuing operations before income taxes
|
463,057
|
|
|
437,577
|
|
|
234,477
|
|
|||
Income tax expense
|
165,710
|
|
|
155,955
|
|
|
82,066
|
|
|||
Income from continuing operations
|
297,347
|
|
|
281,622
|
|
|
152,411
|
|
|||
Loss from discontinued operations, net
|
—
|
|
|
(765
|
)
|
|
(2,512
|
)
|
|||
Net income
|
$
|
297,347
|
|
|
$
|
280,857
|
|
|
$
|
149,899
|
|
Earnings per share—basic:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
5.99
|
|
|
$
|
5.77
|
|
|
$
|
3.39
|
|
Loss from discontinued operations, net
|
—
|
|
|
(0.02
|
)
|
|
(0.06
|
)
|
|||
Net income
|
$
|
5.99
|
|
|
$
|
5.75
|
|
|
$
|
3.33
|
|
Weighted-average common shares outstanding—basic
|
49,663
|
|
|
48,821
|
|
|
45,006
|
|
|||
Earnings per share—diluted:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
5.67
|
|
|
$
|
5.43
|
|
|
$
|
3.21
|
|
Loss from discontinued operations, net
|
—
|
|
|
(0.01
|
)
|
|
(0.05
|
)
|
|||
Net income
|
$
|
5.67
|
|
|
$
|
5.41
|
|
*
|
$
|
3.16
|
|
Weighted-average common shares outstanding—diluted
|
52,446
|
|
|
51,873
|
|
|
47,488
|
|
*
|
Difference due to rounding.
|
|
Year ended March 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
$
|
297,347
|
|
|
$
|
280,857
|
|
|
$
|
149,899
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(1,832
|
)
|
|
(2,852
|
)
|
|
3,798
|
|
|||
Pension and postretirement adjustments, net of income taxes of ($29,710), ($77,523) and $70,349, respectively
|
(49,833
|
)
|
|
(127,289
|
)
|
|
114,780
|
|
|||
Change in fair value of cash flow hedge, net of income taxes of ($1), $222 and $698, respectively
|
(1
|
)
|
|
364
|
|
|
1,188
|
|
|||
Total other comprehensive (loss) income
|
(51,666
|
)
|
|
(129,777
|
)
|
|
119,766
|
|
|||
Total comprehensive income
|
$
|
245,681
|
|
|
$
|
151,080
|
|
|
$
|
269,665
|
|
|
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, 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 derivatives, 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 to 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
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
297,347
|
|
|
297,347
|
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,832
|
)
|
|
—
|
|
|
(1,832
|
)
|
||||||
Pension liability adjustment, net of income taxes of ($29,710)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49,833
|
)
|
|
—
|
|
|
(49,833
|
)
|
||||||
Change in fair value of derivatives, net of income taxes of $1
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Issuance of stock upon conversion of convertible notes
|
395,269
|
|
|
—
|
|
|
2,597
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,597
|
|
||||||
Exercise of stock options
|
128,356
|
|
|
—
|
|
|
622
|
|
|
3,556
|
|
|
—
|
|
|
(2,040
|
)
|
|
2,138
|
|
||||||
Cash dividends ($0.16 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,005
|
)
|
|
(8,005
|
)
|
||||||
Share-based compensation
|
97,947
|
|
|
—
|
|
|
6,590
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,590
|
|
||||||
Repurchase of restricted shares for minimum tax obligation
|
(30,277
|
)
|
|
—
|
|
|
—
|
|
|
(1,840
|
)
|
|
—
|
|
|
—
|
|
|
(1,840
|
)
|
||||||
Excess tax benefit from exercise of stock options
|
—
|
|
|
—
|
|
|
4,628
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,628
|
|
||||||
Balance at March 31, 2013
|
50,123,035
|
|
|
$
|
50
|
|
|
$
|
848,372
|
|
|
$
|
—
|
|
|
$
|
(60,972
|
)
|
|
$
|
1,257,708
|
|
|
$
|
2,045,158
|
|
|
Year ended March 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
297,347
|
|
|
$
|
280,857
|
|
|
$
|
149,899
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
129,506
|
|
|
119,724
|
|
|
99,657
|
|
|||
Amortization of acquired contract liability
|
(25,644
|
)
|
|
(26,684
|
)
|
|
(29,214
|
)
|
|||
Curtailments and early retirement incentives
|
34,481
|
|
|
(40,400
|
)
|
|
—
|
|
|||
Accretion of debt discount
|
548
|
|
|
4,529
|
|
|
7,609
|
|
|||
Other amortization included in interest expense
|
3,638
|
|
|
9,601
|
|
|
4,205
|
|
|||
Provision for doubtful accounts receivable
|
1,974
|
|
|
1,282
|
|
|
152
|
|
|||
Provision for deferred income taxes
|
186,767
|
|
|
153,453
|
|
|
82,083
|
|
|||
Employee stock compensation
|
6,367
|
|
|
4,988
|
|
|
3,622
|
|
|||
Changes in other current assets and liabilities, excluding the effects of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
24,718
|
|
|
(82,062
|
)
|
|
(15,875
|
)
|
|||
Inventories
|
(140,025
|
)
|
|
(47,487
|
)
|
|
(21,045
|
)
|
|||
Rotable assets
|
1,683
|
|
|
(8,206
|
)
|
|
(1,021
|
)
|
|||
Prepaid expenses and other current assets
|
752
|
|
|
(4,821
|
)
|
|
13,411
|
|
|||
Accounts payable, accrued expenses and income taxes payable
|
(57,861
|
)
|
|
17,604
|
|
|
(27,131
|
)
|
|||
Accrued pension and other postretirement benefits
|
(142,975
|
)
|
|
(157,111
|
)
|
|
(124,339
|
)
|
|||
Changes in discontinued operations
|
—
|
|
|
241
|
|
|
7
|
|
|||
Other
|
(358
|
)
|
|
2,273
|
|
|
284
|
|
|||
Net cash provided by operating activities
|
320,918
|
|
|
227,781
|
|
|
142,304
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(126,890
|
)
|
|
(93,969
|
)
|
|
(90,025
|
)
|
|||
Reimbursements of capital expenditures from insurance and other
|
5,156
|
|
|
3,437
|
|
|
—
|
|
|||
Proceeds from sale of assets
|
3,993
|
|
|
8,758
|
|
|
4,213
|
|
|||
Acquisitions, net of cash acquired
|
(349,632
|
)
|
|
11,951
|
|
|
(333,228
|
)
|
|||
Net cash used in investing activities
|
(467,373
|
)
|
|
(69,823
|
)
|
|
(419,040
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Net (decrease) increase in revolving credit facility
|
(224,151
|
)
|
|
235,000
|
|
|
85,000
|
|
|||
Proceeds from issuance of long-term debt
|
528,135
|
|
|
92,253
|
|
|
846,105
|
|
|||
Retirement of debt and capital lease obligations
|
(142,338
|
)
|
|
(484,538
|
)
|
|
(745,852
|
)
|
|||
Payment of deferred financing costs
|
(8,838
|
)
|
|
(3,999
|
)
|
|
(22,790
|
)
|
|||
Dividends paid
|
(8,005
|
)
|
|
(6,899
|
)
|
|
(3,574
|
)
|
|||
Net repayment of government grant
|
(1,090
|
)
|
|
(2,180
|
)
|
|
(1,695
|
)
|
|||
Repurchase of restricted shares for minimum tax obligations
|
(1,840
|
)
|
|
(609
|
)
|
|
(1,861
|
)
|
|||
Proceeds from exercise of stock options, including excess tax benefit of $4,628, $1,880, and $150 in 2013, 2012, and 2011
|
6,766
|
|
|
4,721
|
|
|
3,034
|
|
|||
Net cash provided by (used in) financing activities
|
148,639
|
|
|
(166,251
|
)
|
|
158,367
|
|
|||
Effect of exchange rate changes on cash
|
191
|
|
|
(1,373
|
)
|
|
479
|
|
|||
Net change in cash and cash equivalents
|
2,375
|
|
|
(9,666
|
)
|
|
(117,890
|
)
|
|||
Cash and cash equivalents at beginning of year
|
29,662
|
|
|
39,328
|
|
|
157,218
|
|
|||
Cash and cash equivalents at end of year
|
$
|
32,037
|
|
|
$
|
29,662
|
|
|
$
|
39,328
|
|
1.
|
BACKGROUND AND BASIS OF PRESENTATION
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
March 31,
|
||||||
|
2013
|
|
2012
|
||||
Billed
|
$
|
420,380
|
|
|
$
|
436,877
|
|
Unbilled
|
12,120
|
|
|
3,269
|
|
||
Total trade receivables
|
432,500
|
|
|
440,146
|
|
||
Other receivables
|
6,798
|
|
|
4,362
|
|
||
Total trade and other receivables
|
439,298
|
|
|
444,508
|
|
||
Less: Allowance for doubtful accounts
|
(5,372
|
)
|
|
(3,900
|
)
|
||
Total trade and other receivables, net
|
$
|
433,926
|
|
|
$
|
440,608
|
|
•
|
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
|
|
|
Charges to costs and expenses
|
|
517
|
|
|
Write-offs, net of recoveries
|
|
(2,470
|
)
|
|
Acquired warranty obligations
|
|
4,512
|
|
|
Exchange rate changes
|
|
(12
|
)
|
|
Balance, March 31, 2013
|
|
$
|
17,020
|
|
3.
|
ACQUISITIONS
|
|
March 18, 2013
|
||
Accounts receivable
|
$
|
15,922
|
|
Inventory
|
41,219
|
|
|
Prepaid expenses and other
|
663
|
|
|
Property and equipment
|
27,335
|
|
|
Goodwill
|
122,756
|
|
|
Intangibles assets
|
79,589
|
|
|
Deferred taxes
|
34,022
|
|
|
Total assets
|
$
|
321,506
|
|
|
|
||
Accounts payable
|
$
|
16,207
|
|
Accrued expenses
|
11,160
|
|
|
Acquired contract liabilities, net
|
80,000
|
|
|
Other noncurrent liabilities
|
5,489
|
|
|
Total liabilities
|
$
|
112,856
|
|
|
December 19, 2012
|
||
Cash
|
$
|
750
|
|
Accounts receivable
|
6,921
|
|
|
Inventory
|
411
|
|
|
Prepaid expenses and other
|
450
|
|
|
Property and equipment
|
14,396
|
|
|
Goodwill
|
69,306
|
|
|
Intangibles assets
|
56,066
|
|
|
Deferred taxes
|
435
|
|
|
Other assets
|
6,738
|
|
|
Total assets
|
$
|
155,473
|
|
|
|
||
Accounts payable
|
$
|
1,591
|
|
Accrued expenses
|
2,458
|
|
|
Other noncurrent liabilities
|
9,692
|
|
|
Total liabilities
|
$
|
13,741
|
|
|
Estimated Useful Life
|
Estimated Fair Value
|
||
Tradename
|
Indefinite-lived
|
$
|
13,616
|
|
Customer relationships
|
10 years
|
42,450
|
|
|
|
|
$
|
56,066
|
|
|
|
Fiscal Year Ended
|
||
|
|
March 31, 2013
|
||
Net sales
|
|
$
|
22,190
|
|
Operating income
|
|
$
|
5,018
|
|
|
|
(unaudited) Year Ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Net Sales
|
|
$
|
3,906,527
|
|
|
$
|
3,614,951
|
|
Income from continuing operations
|
|
308,650
|
|
|
286,728
|
|
||
Income from continuing operations, per share—basic
|
|
$
|
6.21
|
|
|
$
|
5.87
|
|
Income from continuing operations, per share—diluted
|
|
$
|
5.89
|
|
|
$
|
5.53
|
|
|
October 31, 2011
|
||
Trade and other receivables
|
$
|
625
|
|
Inventory
|
545
|
|
|
Prepaid expenses and other
|
12
|
|
|
Deferred taxes
|
118
|
|
|
Property and equipment
|
264
|
|
|
Goodwill
|
3,517
|
|
|
Intangible assets
|
4,222
|
|
|
Total assets
|
$
|
9,303
|
|
|
|
||
Accounts payable
|
$
|
79
|
|
Accrued expenses
|
44
|
|
|
Other noncurrent liabilities
|
1,926
|
|
|
Total liabilities
|
$
|
2,049
|
|
4.
|
DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE
|
|
March 31, 2013
|
||
Assets held for sale:
|
|
||
Trade and other receivables, net
|
$
|
2,545
|
|
Inventories
|
7,668
|
|
|
Rotable assets
|
1,957
|
|
|
Property, plant and equipment
|
2,431
|
|
|
Other
|
146
|
|
|
Total assets held for sale
|
$
|
14,747
|
|
Liabilities related to assets held for sale:
|
|
||
Accounts payable
|
$
|
1,515
|
|
Accrued expenses
|
945
|
|
|
Other noncurrent liabilities
|
161
|
|
|
Total liabilities related to assets held for sale
|
$
|
2,621
|
|
5.
|
INVENTORIES
|
|
March 31,
|
||||||
|
2013
|
|
2012
|
||||
Raw materials
|
$
|
70,242
|
|
|
$
|
53,103
|
|
Work-in-process
|
965,825
|
|
|
887,686
|
|
||
Finished goods
|
75,763
|
|
|
41,617
|
|
||
Less: unliquidated progress payments
|
(124,128
|
)
|
|
(164,450
|
)
|
||
Total inventories
|
$
|
987,702
|
|
|
$
|
817,956
|
|
6.
|
PROPERTY AND EQUIPMENT
|
|
March 31,
|
||||||
|
2013
|
|
2012
|
||||
Land
|
$
|
46,745
|
|
|
$
|
36,995
|
|
Construction in process
|
81,949
|
|
|
29,523
|
|
||
Buildings and improvements
|
269,205
|
|
|
234,088
|
|
||
Furniture, fixtures and computer equipment
|
119,773
|
|
|
113,523
|
|
||
Machinery and equipment
|
778,816
|
|
|
721,215
|
|
||
|
1,296,488
|
|
|
1,135,344
|
|
||
Less accumulated depreciation
|
480,940
|
|
|
401,964
|
|
||
|
$
|
815,548
|
|
|
$
|
733,380
|
|
7.
|
GOODWILL AND OTHER INTANGIBLE ASSETS
|
|
Aerostructures
|
|
Aerospace
Systems
|
|
Aftermarket
Services
|
|
Total
|
||||||||
Balance, March 31, 2012
|
$
|
1,307,709
|
|
|
$
|
182,443
|
|
|
$
|
55,986
|
|
|
$
|
1,546,138
|
|
Goodwill recognized in connection with acquisitions
|
—
|
|
|
192,062
|
|
|
—
|
|
|
192,062
|
|
||||
Purchase accounting adjustments
|
8,741
|
|
|
—
|
|
|
—
|
|
|
8,741
|
|
||||
Effect of exchange rate changes
|
—
|
|
|
(1,620
|
)
|
|
—
|
|
|
(1,620
|
)
|
||||
Balance, March 31, 2013
|
$
|
1,316,450
|
|
|
$
|
372,885
|
|
|
$
|
55,986
|
|
|
$
|
1,745,321
|
|
|
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
|
|
|
—
|
|
|
3,517
|
|
|
5,466
|
|
||||
Purchase price adjustments
|
(215
|
)
|
|
—
|
|
|
—
|
|
|
(215
|
)
|
||||
Purchase accounting adjustments
|
11,497
|
|
|
—
|
|
|
—
|
|
|
11,497
|
|
||||
Effect of exchange rate changes
|
—
|
|
|
(1,190
|
)
|
|
—
|
|
|
(1,190
|
)
|
||||
Balance, March 31, 2012
|
$
|
1,307,709
|
|
|
$
|
182,443
|
|
|
$
|
55,986
|
|
|
$
|
1,546,138
|
|
|
March 31, 2013
|
||||||||||||
|
Weighted-
Average Life (in Years)
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Customer relationships
|
15.3
|
|
$
|
578,699
|
|
|
$
|
(98,528
|
)
|
|
$
|
480,171
|
|
Product rights and licenses
|
12.0
|
|
37,776
|
|
|
(27,731
|
)
|
|
10,045
|
|
|||
Noncompete agreements and other
|
8.8
|
|
2,205
|
|
|
(1,624
|
)
|
|
581
|
|
|||
Tradename
|
Indefinite-lived
|
|
438,616
|
|
|
—
|
|
|
438,616
|
|
|||
Total intangibles, net
|
|
|
$
|
1,057,296
|
|
|
$
|
(127,883
|
)
|
|
$
|
929,413
|
|
|
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
|
|
8.
|
ACCRUED EXPENSES
|
|
March 31,
|
||||||
|
2013
|
|
2012
|
||||
Accrued pension
|
$
|
3,923
|
|
|
$
|
3,938
|
|
Deferred revenue, advances and progress billings
|
32,302
|
|
|
29,916
|
|
||
Accrued other postretirement benefits
|
32,430
|
|
|
36,526
|
|
||
Accrued compensation
|
116,382
|
|
|
123,141
|
|
||
Accrued interest
|
16,714
|
|
|
14,773
|
|
||
Warranty reserve
|
11,550
|
|
|
11,416
|
|
||
Accrued workers' compensation
|
15,402
|
|
|
13,365
|
|
||
Accrued insurance
|
12,738
|
|
|
13,534
|
|
||
All other
|
30,797
|
|
|
65,011
|
|
||
Total accrued expenses
|
$
|
272,238
|
|
|
$
|
311,620
|
|
9.
|
LEASES
|
10.
|
LONG-TERM DEBT
|
|
March 31,
|
||||||
|
2013
|
|
2012
|
||||
Revolving credit facility
|
$
|
95,849
|
|
|
$
|
320,000
|
|
Receivable securitization facility
|
150,000
|
|
|
120,000
|
|
||
Equipment leasing facility
|
61,449
|
|
|
61,301
|
|
||
Secured promissory notes
|
8,741
|
|
|
—
|
|
||
Senior subordinated notes due 2017
|
173,344
|
|
|
173,061
|
|
||
Senior notes due 2018
|
348,133
|
|
|
347,867
|
|
||
Senior notes due 2021
|
375,000
|
|
|
—
|
|
||
Convertible senior subordinated notes
|
109,369
|
|
|
128,655
|
|
||
Other debt
|
7,978
|
|
|
7,978
|
|
||
|
1,329,863
|
|
|
1,158,862
|
|
||
Less: current portion
|
133,930
|
|
|
142,237
|
|
||
|
$
|
1,195,933
|
|
|
$
|
1,016,625
|
|
11.
|
OTHER NONCURRENT LIABILITIES
|
|
March 31,
|
||||||
|
2013
|
|
2012
|
||||
Acquired contract liabilities, net
|
$
|
123,006
|
|
|
$
|
68,650
|
|
Deferred grant income
|
26,205
|
|
|
28,295
|
|
||
Accrued workers' compensation
|
18,793
|
|
|
20,861
|
|
||
Environmental contingencies
|
14,133
|
|
|
2,288
|
|
||
Accrued warranties
|
5,470
|
|
|
3,057
|
|
||
Income tax reserves
|
2,060
|
|
|
1,531
|
|
||
Contingent consideration
|
2,614
|
|
|
2,019
|
|
||
All other
|
11,474
|
|
|
9,586
|
|
||
Total other noncurrent liabilities
|
$
|
203,755
|
|
|
$
|
136,287
|
|
12.
|
INCOME TAXES
|
|
Year ended March 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Foreign
|
$
|
11,829
|
|
|
$
|
10,200
|
|
|
$
|
10,423
|
|
Domestic
|
451,228
|
|
|
427,377
|
|
|
224,054
|
|
|||
|
$
|
463,057
|
|
|
$
|
437,577
|
|
|
$
|
234,477
|
|
|
Year ended March 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(24,403
|
)
|
|
$
|
2,012
|
|
|
$
|
(2,955
|
)
|
State
|
1,830
|
|
|
352
|
|
|
1,331
|
|
|||
Foreign
|
1,516
|
|
|
138
|
|
|
1,607
|
|
|||
|
(21,057
|
)
|
|
2,502
|
|
|
(17
|
)
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
176,187
|
|
|
137,642
|
|
|
74,084
|
|
|||
State
|
10,789
|
|
|
16,359
|
|
|
7,999
|
|
|||
Foreign
|
(209
|
)
|
|
(548
|
)
|
|
—
|
|
|||
|
186,767
|
|
|
153,453
|
|
|
82,083
|
|
|||
|
$
|
165,710
|
|
|
$
|
155,955
|
|
|
$
|
82,066
|
|
|
Year ended March 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
Statutory federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal tax benefit
|
1.8
|
|
|
2.5
|
|
|
2.6
|
|
Miscellaneous permanent items and nondeductible accruals
|
(0.3
|
)
|
|
(0.8
|
)
|
|
0.1
|
|
Research and development tax credit
|
(1.1
|
)
|
|
(0.7
|
)
|
|
(1.4
|
)
|
Foreign tax credits
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
Other
|
0.4
|
|
|
(0.3
|
)
|
|
(1.3
|
)
|
Effective income tax rate
|
35.8
|
%
|
|
35.6
|
%
|
|
35.0
|
%
|
|
March 31,
|
||||||
|
2013
|
|
2012
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss and other credit carryforwards
|
$
|
93,941
|
|
|
$
|
144,616
|
|
Inventory
|
12,072
|
|
|
13,354
|
|
||
Accruals and reserves
|
45,413
|
|
|
57,504
|
|
||
Pension and other postretirement benefits
|
273,386
|
|
|
302,262
|
|
||
Acquired contract liabilities, net
|
47,991
|
|
|
25,960
|
|
||
Other
|
849
|
|
|
2,796
|
|
||
|
473,652
|
|
|
546,492
|
|
||
Valuation allowance
|
(549
|
)
|
|
(347
|
)
|
||
Net deferred tax assets
|
473,103
|
|
|
546,145
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Long-term contract accounting
|
205,463
|
|
|
154,846
|
|
||
Property and equipment
|
151,340
|
|
|
153,086
|
|
||
Goodwill and other intangible assets
|
327,037
|
|
|
332,759
|
|
||
Prepaid expenses and other
|
20,151
|
|
|
20,802
|
|
||
|
703,991
|
|
|
661,493
|
|
||
Net deferred tax liabilities
|
$
|
230,888
|
|
|
$
|
115,348
|
|
|
|
||
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
|
|
|
Additions for tax positions related to the current year
|
544
|
|
|
Additions for tax positions of prior years
|
33
|
|
|
Reductions for tax positions of prior years
|
—
|
|
|
Reductions as a result of a lapse of statute of limitations
|
—
|
|
|
Settlements
|
—
|
|
|
Ending Balance—March 31, 2013
|
$
|
7,710
|
|
13.
|
STOCKHOLDERS' EQUITY
|
|
March 31,
|
||||||
|
2013
|
|
2012
|
||||
Pension and postretirement adjustments, net of income taxes of $38,769 and $9,060, respectively
|
$
|
(64,616
|
)
|
|
$
|
(14,783
|
)
|
Unrealized gains (losses) on derivatives, net of income taxes of ($79) and ($80), respectively
|
131
|
|
|
132
|
|
||
Foreign currency translation adjustments
|
3,513
|
|
|
5,345
|
|
||
|
$
|
(60,972
|
)
|
|
$
|
(9,306
|
)
|
|
March 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Amounts arising during the period - gains (losses), net of tax expense (benefits):
|
|
|
|
|
|
||||||
Prior service credit, net of taxes of $0, ($2,715) and ($43,081), respectively
|
—
|
|
|
4,430
|
|
|
70,339
|
|
|||
Actuarial (loss) gain, net of taxes of $27,375, $58,737, and ($26,687), respectively
|
(45,976
|
)
|
|
(95,832
|
)
|
|
43,587
|
|
|||
Reclassifications from accumulated other comprehensive income - (gains) losses, net of tax expense (benefits):
|
|
|
|
|
|
||||||
Amortization of net loss, net of taxes of ($119), ($41) and ($47), respectively
|
199
|
|
|
67
|
|
|
76
|
|
|||
Recognized prior service costs (credits), net of taxes of $2,453, $22,036 and ($476), respectively
|
(4,056
|
)
|
|
(35,954
|
)
|
|
778
|
|
|||
|
$
|
(49,833
|
)
|
|
$
|
(127,289
|
)
|
|
$
|
114,780
|
|
14.
|
EARNINGS PER SHARE
|
|
Year ended March 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
(thousands)
|
|||||||
Weighted-average common shares outstanding—basic
|
49,663
|
|
|
48,821
|
|
|
45,006
|
|
Net effect of dilutive stock options and nonvested stock
|
382
|
|
|
446
|
|
|
440
|
|
Net effect of convertible debt
|
2,401
|
|
|
2,606
|
|
|
2,042
|
|
Weighted-average common shares outstanding—diluted
|
52,446
|
|
|
51,873
|
|
|
47,488
|
|
15.
|
EMPLOYEE BENEFIT PLANS
|
|
Pension Benefits
|
|
Other
Postretirement
Benefits
|
||||||||||||
|
Year ended March 31,
|
|
Year ended March 31,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Change in projected benefit obligations
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation at beginning of year
|
$
|
2,241,741
|
|
|
$
|
2,022,561
|
|
|
$
|
380,802
|
|
|
$
|
369,826
|
|
Service cost
|
18,503
|
|
|
16,456
|
|
|
3,538
|
|
|
3,393
|
|
||||
Interest cost
|
98,348
|
|
|
108,059
|
|
|
15,762
|
|
|
18,473
|
|
||||
Actuarial loss (gain)
|
179,046
|
|
|
290,276
|
|
|
(25,523
|
)
|
|
26,951
|
|
||||
Acquisitions
|
1,000
|
|
|
—
|
|
|
2,008
|
|
|
—
|
|
||||
Plan amendments
|
—
|
|
|
(7,145
|
)
|
|
—
|
|
|
—
|
|
||||
Participant contributions
|
—
|
|
|
—
|
|
|
6,760
|
|
|
5,662
|
|
||||
Curtailments
|
19,812
|
|
|
(56,701
|
)
|
|
—
|
|
|
—
|
|
||||
Special termination benefits
|
10,819
|
|
|
1,625
|
|
|
—
|
|
|
421
|
|
||||
Benefits paid
|
(179,068
|
)
|
|
(133,390
|
)
|
|
(35,792
|
)
|
|
(43,924
|
)
|
||||
Projected benefit obligation at end of year
|
$
|
2,390,201
|
|
|
$
|
2,241,741
|
|
|
$
|
347,555
|
|
|
$
|
380,802
|
|
Accumulated benefit obligation at end of year
|
$
|
2,365,235
|
|
|
$
|
2,214,640
|
|
|
$
|
347,555
|
|
|
$
|
380,802
|
|
Weighted-average assumptions used to determine benefit obligations at end of year
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
4.07
|
%
|
|
4.62
|
%
|
|
3.79
|
%
|
|
4.35
|
%
|
||||
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,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Change in fair value of plan assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
1,881,954
|
|
|
$
|
1,659,592
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
217,506
|
|
|
233,559
|
|
|
—
|
|
|
—
|
|
||||
Participant contributions
|
—
|
|
|
—
|
|
|
6,760
|
|
|
5,662
|
|
||||
Company contributions
|
109,818
|
|
|
122,193
|
|
|
29,032
|
|
|
38,262
|
|
||||
Benefits paid
|
(179,068
|
)
|
|
(133,390
|
)
|
|
(35,792
|
)
|
|
(43,924
|
)
|
||||
Fair value of plan assets at end of year
|
$
|
2,030,210
|
|
|
$
|
1,881,954
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status (underfunded)
|
|
|
|
|
|
|
|
||||||||
Funded status
|
$
|
(359,991
|
)
|
|
$
|
(359,787
|
)
|
|
$
|
(347,555
|
)
|
|
$
|
(380,802
|
)
|
Reconciliation of amounts recognized in the consolidated balance sheets
|
|
|
|
|
|
|
|
||||||||
Accrued benefit liability—current
|
$
|
(3,923
|
)
|
|
$
|
(3,938
|
)
|
|
$
|
(32,448
|
)
|
|
$
|
(36,526
|
)
|
Accrued benefit liability—noncurrent
|
(356,068
|
)
|
|
(355,849
|
)
|
|
(315,107
|
)
|
|
(344,276
|
)
|
||||
Net amount recognized
|
$
|
(359,991
|
)
|
|
$
|
(359,787
|
)
|
|
$
|
(347,555
|
)
|
|
$
|
(380,802
|
)
|
Reconciliation of amounts recognized in accumulated other comprehensive income
|
|
|
|
|
|
|
|
||||||||
Prior service costs
|
$
|
(39,181
|
)
|
|
$
|
(41,160
|
)
|
|
$
|
(17,740
|
)
|
|
$
|
(22,270
|
)
|
Actuarial losses
|
151,582
|
|
|
53,026
|
|
|
8,724
|
|
|
34,247
|
|
||||
Income tax (benefits) related to above items
|
(42,152
|
)
|
|
(4,509
|
)
|
|
3,383
|
|
|
(4,551
|
)
|
||||
Unamortized benefit plan costs (gains)
|
$
|
70,249
|
|
|
$
|
7,357
|
|
|
$
|
(5,633
|
)
|
|
$
|
7,426
|
|
|
Pension Benefits
|
|
Other
Postretirement Benefits
|
||||||||||||||||||||
|
Year Ended March 31,
|
|
Year Ended March 31,
|
||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Components of net periodic pension cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
18,503
|
|
|
$
|
16,456
|
|
|
$
|
17,020
|
|
|
$
|
3,538
|
|
|
$
|
3,393
|
|
|
$
|
3,115
|
|
Interest cost
|
98,348
|
|
|
108,059
|
|
|
93,162
|
|
|
15,762
|
|
|
18,473
|
|
|
16,672
|
|
||||||
Expected return on plan assets
|
(137,334
|
)
|
|
(127,603
|
)
|
|
(93,121
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service (credit) cost
|
(5,829
|
)
|
|
(11,014
|
)
|
|
1,631
|
|
|
(4,529
|
)
|
|
(4,529
|
)
|
|
(377
|
)
|
||||||
Amortization of net loss
|
318
|
|
|
109
|
|
|
123
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Curtailment loss (gain)
|
23,662
|
|
|
(42,446
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Special termination benefits
|
10,819
|
|
|
1,625
|
|
|
—
|
|
|
—
|
|
|
421
|
|
|
—
|
|
||||||
Total net periodic benefit (income) expense
|
$
|
8,487
|
|
|
$
|
(54,814
|
)
|
|
$
|
18,815
|
|
|
$
|
14,771
|
|
|
$
|
17,758
|
|
|
$
|
19,410
|
|
Weighted-average assumptions used to determine net periodic pension cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
4.62
|
%
|
|
5.58
|
%
|
|
6.00
|
%
|
|
4.35
|
%
|
|
5.25
|
%
|
|
5.58
|
%
|
||||||
Expected long-term rate on assets
|
8.25
|
%
|
|
8.50
|
%
|
|
8.50
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||||||
Rate of compensation increase
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
•
|
In April 2012, the Company completed an early retirement incentive offer with a portion of its second largest union-represented group of production and maintenance employees. The early retirement incentive offer provided for an increase in the pension benefits payable to covered employees who retire no later than November 30, 2012. This early retirement incentive resulted in a special termination benefit expense of
$1,150
and is presented on the accompanying Consolidated Statement of Income as "Curtailments and early retirement incentives."
|
•
|
In July 2012, the Company completed a similar early retirement incentive offer to its non-represented employee participants. This early retirement incentive provided for an increase in the termination benefits payable through the pension plan to covered employees who retire no later than November 30, 2012. This early retirement incentive resulted in a special termination benefit expense of
$1,957
and is presented on the accompanying Consolidated
|
•
|
In October 2012, the Company completed an early retirement incentive offer with a portion of its largest union-represented group of production and maintenance employees. The early retirement offer provided for an increase in the pension benefits to covered employees who retire no later than March 31, 2013. This early retirement incentive resulted in a special termination benefit expense of
$2,030
and is presented on the accompanying Consolidated Statement of Income within "Curtailments and early retirement incentives."
|
•
|
In February 2013, the Company completed a second early retirement incentive offer with an expanded portion of its largest union-represented group of production and maintenance employees. The early retirement offer provided for the same increase, as the October 2012 offer, in pension benefits to covered employees who retire no later than September 1, 2013. This early retirement incentive resulted in a special termination benefit expense of
$5,682
. In addition, the Company concluded that the February 2013 offer and the October 2012 offer represented such similar actions that they needed to be combined to assess whether the resulting change in the remaining service period indicated that a curtailment had occurred. The Company concluded that a curtailment had occurred and recorded a curtailment loss of
$21,843
included in "Curtailments and early retirement incentives" on the Consolidated Statement of Income for the fiscal year ended March 31, 2013.
|
•
|
In February 2013, the Company committed to a plan to relocate from its largest operating facility. In connection with this relocation plan, the Company will exit this facility's Fabrications operations resulting in the termination of a number of defined benefit plan participants. The Company concluded that these terminations will result in a significant reduction in the remaining service period and recorded a curtailment loss of
$1,819
included in "Curtailments and early retirement incentives" on the Consolidated Statement of Income for the fiscal year ended March 31, 2013.
|
•
|
In December 2011, the Company negotiated the termination of one of its smaller defined benefit plans. This termination resulted in a
$1,625
special termination benefit, included in "Curtailments and early retirement incentives" on the Consolidated Statement of Income for the fiscal year ended March 31, 2012.
|
•
|
In February 2012, the Company's second largest union-represented group of production and maintenance employees ratified a new collective bargaining agreement. The agreement provides actively employed participants the option to elect a lump-sum distribution upon retirement effective April 1, 2012. This change resulted in a reduction to the projected benefit obligation of approximately
$7,145
.
|
•
|
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 "Curtailments and early retirement incentives" on the Consolidated Statement of Income for the fiscal year ended March 31, 2012.
|
|
Pension
Benefits
|
|
Other
Postretirement
Benefits
|
||||
Amounts expected to be recognized in FY 2014 net periodic benefit costs
|
|
|
|
||||
Prior service cost ($4,183 and $2,830 net of tax, respectively)
|
$
|
(6,692
|
)
|
|
$
|
(4,530
|
)
|
Actuarial loss ($11,173 net of tax)
|
17,876
|
|
|
—
|
|
Year
|
Pension
Benefits
|
|
Other
Postretirement
Benefits*
|
||||
2014
|
$
|
219,122
|
|
|
$
|
33,057
|
|
2015
|
165,402
|
|
|
28,703
|
|
||
2016
|
161,633
|
|
|
28,291
|
|
||
2017
|
159,458
|
|
|
28,013
|
|
||
2018
|
157,215
|
|
|
27,547
|
|
||
2019 - 2023
|
758,887
|
|
|
125,594
|
|
|
|
|
Actual
Allocation
|
||||
|
Target
Allocation
|
|
|||||
|
March 31,
|
||||||
Asset Category
|
Fiscal 2014
|
|
2013
|
|
2012
|
||
Equity securities
|
50 - 65%
|
|
48
|
%
|
|
50
|
%
|
Fixed income securities
|
20 - 45%
|
|
47
|
|
|
44
|
|
Alternative investment funds
|
2 - 10%
|
|
5
|
|
|
6
|
|
Total
|
|
|
100
|
%
|
|
100
|
%
|
March 31, 2013
|
|||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
33,851
|
|
|
$
|
800
|
|
|
$
|
—
|
|
|
$
|
34,651
|
|
Equity securities
|
|
|
|
|
|
|
|
||||||||
International
|
213,785
|
|
|
—
|
|
|
—
|
|
|
213,785
|
|
||||
US equity
|
62,071
|
|
|
—
|
|
|
—
|
|
|
62,071
|
|
||||
US commingled fund
|
625,671
|
|
|
—
|
|
|
—
|
|
|
625,671
|
|
||||
International commingled fund
|
31,879
|
|
|
29,367
|
|
|
—
|
|
|
61,246
|
|
||||
Fixed income securities
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
—
|
|
|
14,572
|
|
|
—
|
|
|
14,572
|
|
||||
Government securities
|
—
|
|
|
161,879
|
|
|
—
|
|
|
161,879
|
|
||||
Commingled fund
|
664,609
|
|
|
84,651
|
|
|
—
|
|
|
749,260
|
|
||||
Other fixed income
|
—
|
|
|
10,234
|
|
|
—
|
|
|
10,234
|
|
||||
Other
|
|
|
|
|
|
|
|
||||||||
Private equity and infrastructure
|
—
|
|
|
—
|
|
|
95,015
|
|
|
95,015
|
|
||||
Total investment in securities—assets
|
$
|
1,631,866
|
|
|
$
|
301,503
|
|
|
$
|
95,015
|
|
|
$
|
2,028,384
|
|
Receivables
|
|
|
|
|
|
|
|
|
|
2,120
|
|
||||
Payables
|
|
|
|
|
|
|
|
|
|
(294
|
)
|
||||
Total plan assets
|
|
|
|
|
|
|
|
|
|
$
|
2,030,210
|
|
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
|
—
|
|
|
115,316
|
|
|
—
|
|
|
115,316
|
|
||||
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
|
|
||||
Real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
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, 2012
Balance
|
|
Net Purchases
(Sales)
|
|
Net Realized
Appreciation
(Depreciation)
|
|
Net Unrealized
Appreciation
(Depreciation)
|
|
March 31, 2013
Balance
|
||||||||||
Private equity funds
|
$
|
109,727
|
|
|
$
|
(17,743
|
)
|
|
$
|
2,241
|
|
|
$
|
790
|
|
|
$
|
95,015
|
|
|
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
|
|
|
|
Pension Benefits
|
|
Other
Postretirement
Benefits
|
||||
Increase of 25 basis points
|
|
|
|
|
||||
Obligation
|
*
|
$
|
(63,100
|
)
|
|
$
|
(7,400
|
)
|
Net periodic expense
|
|
1,100
|
|
|
500
|
|
||
Decrease of 25 basis points
|
|
|
|
|
||||
Obligation
|
*
|
$
|
64,900
|
|
|
$
|
7,700
|
|
Net periodic expense
|
|
8,200
|
|
|
(500
|
)
|
|
Other Postretirement Benefits
|
||||||
|
One-Percentage-
Point Increase
|
|
One-Percentage-
Point Decrease
|
||||
Net periodic expense
|
$
|
(661
|
)
|
|
$
|
(606
|
)
|
Obligation
|
(11,303
|
)
|
|
(11,159
|
)
|
16.
|
STOCK COMPENSATION PLANS
|
|
Options
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term (in Years)
|
|
Aggregate
Intrinsic Value
|
|||||
Outstanding at March 31, 2012
|
201,244
|
|
|
$
|
16.42
|
|
|
|
|
|
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Exercised
|
(128,356
|
)
|
|
16.65
|
|
|
|
|
|
|
||
Forfeited
|
(2,000
|
)
|
|
22.46
|
|
|
|
|
|
|
||
Outstanding at March 31, 2013
|
70,888
|
|
|
$
|
15.85
|
|
|
1.6
|
|
$
|
3,435
|
|
Exercisable at March 31, 2013
|
70,888
|
|
|
$
|
15.85
|
|
|
1.6
|
|
$
|
3,435
|
|
|
Shares
|
|
Weighted-
Average Grant
Date Fair Value
|
|||
Nonvested restricted stock and deferred stock units at March 31, 2012
|
370,292
|
|
|
$
|
33.34
|
|
Granted
|
118,857
|
|
|
62.25
|
|
|
Vested
|
(117,376
|
)
|
|
21.26
|
|
|
Forfeited
|
(8,310
|
)
|
|
45.97
|
|
|
Nonvested restricted stock and deferred stock units at March 31, 2013
|
363,463
|
|
|
$
|
46.41
|
|
17.
|
COMMITMENTS AND CONTINGENCIES
|
18.
|
RELOCATION COSTS
|
19.
|
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, 2013
|
||||||||||||
|
|
|
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
|
$
|
(2,614
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,614
|
)
|
Derivative assets
|
$
|
209
|
|
|
$
|
—
|
|
|
$
|
209
|
|
|
$
|
—
|
|
|
|
|
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, 2013
Balance
|
|
Valuation Technique
|
|
Unobservable input
|
|
Range
|
||
Contingent consideration
|
$
|
(2,614
|
)
|
|
Discounted cash flow
|
|
Earnings of acquired company
|
|
$0 - $3,000
|
|
March 31, 2012
Balance
|
|
Valuation Technique
|
|
Unobservable input
|
|
Range
|
||
Contingent consideration
|
$
|
(2,019
|
)
|
|
Discounted cash flow
|
|
Earnings of acquired company
|
|
$0 - $3,000
|
|
March 31, 2012
Balance
|
|
Net Purchases
(Sales), Issues (Settlements)
|
|
Net Realized
Appreciation
(Depreciation)
|
|
Net Unrealized
Appreciation
(Depreciation)
|
|
March 31, 2013
Balance
|
||||||||||
Contingent consideration
|
$
|
2,019
|
|
|
$
|
—
|
|
|
$
|
595
|
|
|
$
|
—
|
|
|
$
|
2,614
|
|
|
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, 2013
|
|
March 31, 2012
|
||||||||||||
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Long-term debt
|
$
|
1,329,863
|
|
|
$
|
1,594,800
|
|
|
$
|
1,158,862
|
|
|
$
|
1,385,264
|
|
20.
|
CUSTOMER CONCENTRATION
|
21.
|
COLLECTIVE BARGAINING AGREEMENTS
|
22.
|
SEGMENTS
|
|
Year Ended March 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net sales:
|
|
|
|
|
|
||||||
Aerostructures
|
$
|
2,781,344
|
|
|
$
|
2,571,576
|
|
|
$
|
2,126,040
|
|
Aerospace systems
|
615,771
|
|
|
551,800
|
|
|
513,435
|
|
|||
Aftermarket services
|
314,507
|
|
|
292,674
|
|
|
272,728
|
|
|||
Elimination of inter-segment sales
|
(8,920
|
)
|
|
(8,121
|
)
|
|
(6,855
|
)
|
|||
|
$
|
3,702,702
|
|
|
$
|
3,407,929
|
|
|
$
|
2,905,348
|
|
Income before income taxes:
|
|
|
|
|
|
||||||
Operating income (loss):
|
|
|
|
|
|
||||||
Aerostructures
|
$
|
469,873
|
|
|
$
|
403,414
|
|
|
$
|
267,783
|
|
Aerospace systems
|
103,179
|
|
|
90,035
|
|
|
75,292
|
|
|||
Aftermarket services
|
45,380
|
|
|
31,859
|
|
|
28,774
|
|
|||
Corporate
|
(87,219
|
)
|
|
(10,593
|
)
|
|
(57,813
|
)
|
|||
|
531,213
|
|
|
514,715
|
|
|
314,036
|
|
|||
Interest expense and other
|
68,156
|
|
|
77,138
|
|
|
79,559
|
|
|||
|
$
|
463,057
|
|
|
$
|
437,577
|
|
|
$
|
234,477
|
|
Depreciation and amortization:
|
|
|
|
|
|
||||||
Aerostructures
|
$
|
95,884
|
|
|
$
|
89,113
|
|
|
$
|
69,451
|
|
Aerospace systems
|
19,870
|
|
|
17,363
|
|
|
17,183
|
|
|||
Aftermarket services
|
9,118
|
|
|
9,487
|
|
|
11,101
|
|
|||
Corporate
|
4,634
|
|
|
3,761
|
|
|
1,922
|
|
|||
|
$
|
129,506
|
|
|
$
|
119,724
|
|
|
$
|
99,657
|
|
Amortization of acquired contract liabilities, net:
|
|
|
|
|
|
||||||
Aerostructures
|
$
|
25,457
|
|
|
$
|
26,684
|
|
|
$
|
29,214
|
|
Aerospace systems
|
187
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
25,644
|
|
|
$
|
26,684
|
|
|
$
|
29,214
|
|
Adjusted EBITDA:
|
|
|
|
|
|
||||||
Aerostructures
|
$
|
540,300
|
|
|
$
|
465,843
|
|
|
$
|
308,020
|
|
Aerospace systems
|
122,862
|
|
|
107,398
|
|
|
92,475
|
|
|||
Aftermarket services
|
54,498
|
|
|
41,346
|
|
|
39,875
|
|
|||
Corporate
|
(48,104
|
)
|
|
(47,232
|
)
|
|
(55,891
|
)
|
|||
|
$
|
669,556
|
|
|
$
|
567,355
|
|
|
$
|
384,479
|
|
|
Year Ended March 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Capital expenditures:
|
|
|
|
|
|
||||||
Aerostructures
|
$
|
90,466
|
|
|
$
|
64,633
|
|
|
$
|
57,390
|
|
Aerospace systems
|
19,388
|
|
|
14,747
|
|
|
11,534
|
|
|||
Aftermarket services
|
14,820
|
|
|
8,682
|
|
|
4,656
|
|
|||
Corporate
|
2,216
|
|
|
5,907
|
|
|
16,445
|
|
|||
|
$
|
126,890
|
|
|
$
|
93,969
|
|
|
$
|
90,025
|
|
|
March 31,
|
||||||
|
2013
|
|
2012
|
||||
Total Assets:
|
|
|
|
||||
Aerostructures
|
$
|
3,707,527
|
|
|
$
|
3,635,676
|
|
Aerospace systems
|
1,040,032
|
|
|
556,485
|
|
||
Aftermarket services
|
327,609
|
|
|
317,322
|
|
||
Corporate
|
108,337
|
|
|
87,741
|
|
||
|
$
|
5,183,505
|
|
|
$
|
4,597,224
|
|
23.
|
SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS
|
|
March 31, 2013
|
||||||||||||||||||
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Total
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
3,110
|
|
|
$
|
1,537
|
|
|
$
|
27,390
|
|
|
$
|
—
|
|
|
$
|
32,037
|
|
Trade and other receivables, net
|
1,141
|
|
|
171,128
|
|
|
261,657
|
|
|
—
|
|
|
433,926
|
|
|||||
Inventories
|
—
|
|
|
956,880
|
|
|
30,822
|
|
|
—
|
|
|
987,702
|
|
|||||
Rotable assets
|
—
|
|
|
24,903
|
|
|
9,950
|
|
|
—
|
|
|
34,853
|
|
|||||
Deferred income taxes
|
—
|
|
|
99,546
|
|
|
—
|
|
|
—
|
|
|
99,546
|
|
|||||
Prepaid expenses and other
|
5,533
|
|
|
15,102
|
|
|
2,890
|
|
|
—
|
|
|
23,525
|
|
|||||
Assets held for sale
|
—
|
|
|
14,747
|
|
|
—
|
|
|
—
|
|
|
14,747
|
|
|||||
Total current assets
|
9,784
|
|
|
1,283,843
|
|
|
332,709
|
|
|
—
|
|
|
1,626,336
|
|
|||||
Property and equipment, net
|
9,999
|
|
|
753,974
|
|
|
51,575
|
|
|
—
|
|
|
815,548
|
|
|||||
Goodwill and other intangible assets, net
|
335
|
|
|
2,628,883
|
|
|
45,516
|
|
|
—
|
|
|
2,674,734
|
|
|||||
Other, net
|
58,526
|
|
|
7,968
|
|
|
393
|
|
|
—
|
|
|
66,887
|
|
|||||
Intercompany investments and advances
|
741,172
|
|
|
325,786
|
|
|
1,528
|
|
|
(1,068,486
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
819,816
|
|
|
$
|
5,000,454
|
|
|
$
|
431,721
|
|
|
$
|
(1,068,486
|
)
|
|
$
|
5,183,505
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of long-term debt
|
$
|
109,648
|
|
|
$
|
24,282
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
133,930
|
|
Accounts payable
|
9,400
|
|
|
309,571
|
|
|
8,663
|
|
|
—
|
|
|
327,634
|
|
|||||
Accrued expenses
|
35,894
|
|
|
226,830
|
|
|
9,514
|
|
|
—
|
|
|
272,238
|
|
|||||
Liabilities related to assets held for sale
|
—
|
|
|
2,621
|
|
|
—
|
|
|
—
|
|
|
2,621
|
|
|||||
Total current liabilities
|
154,942
|
|
|
563,304
|
|
|
18,177
|
|
|
—
|
|
|
736,423
|
|
|||||
Long-term debt, less current portion
|
998,200
|
|
|
47,733
|
|
|
150,000
|
|
|
—
|
|
|
1,195,933
|
|
|||||
Intercompany debt
|
(2,396,495
|
)
|
|
2,193,874
|
|
|
202,621
|
|
|
—
|
|
|
—
|
|
|||||
Accrued pension and other postretirement benefits, noncurrent
|
7,264
|
|
|
663,911
|
|
|
—
|
|
|
—
|
|
|
671,175
|
|
|||||
Deferred income taxes and other
|
10,747
|
|
|
525,318
|
|
|
(1,249
|
)
|
|
—
|
|
|
534,816
|
|
|||||
Total stockholders' equity
|
2,045,158
|
|
|
1,006,314
|
|
|
62,172
|
|
|
(1,068,486
|
)
|
|
2,045,158
|
|
|||||
Total liabilities and stockholders' equity
|
$
|
819,816
|
|
|
$
|
5,000,454
|
|
|
$
|
431,721
|
|
|
$
|
(1,068,486
|
)
|
|
$
|
5,183,505
|
|
|
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
|
—
|
|
|
114,962
|
|
|
—
|
|
|
—
|
|
|
114,962
|
|
|||||
Prepaid and other
|
5,956
|
|
|
13,156
|
|
|
4,232
|
|
|
—
|
|
|
23,344
|
|
|||||
Total current assets
|
14,150
|
|
|
1,153,882
|
|
|
293,054
|
|
|
—
|
|
|
1,461,086
|
|
|||||
Property and equipment, net
|
10,444
|
|
|
674,036
|
|
|
48,900
|
|
|
—
|
|
|
733,380
|
|
|||||
Goodwill and other intangible assets, net
|
1,006
|
|
|
2,325,876
|
|
|
48,932
|
|
|
—
|
|
|
2,375,814
|
|
|||||
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
|
|
|
$
|
4,473,995
|
|
|
$
|
393,239
|
|
|
$
|
(876,354
|
)
|
|
$
|
4,597,224
|
|
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
|
|
|
359,829
|
|
|
(1,344
|
)
|
|
—
|
|
|
367,124
|
|
|||||
Total stockholders' equity
|
1,793,369
|
|
|
811,821
|
|
|
64,533
|
|
|
(876,354
|
)
|
|
1,793,369
|
|
|||||
Total liabilities and stockholders' equity
|
$
|
606,344
|
|
|
$
|
4,473,995
|
|
|
$
|
393,239
|
|
|
$
|
(876,354
|
)
|
|
$
|
4,597,224
|
|
|
Fiscal year ended March 31, 2013
|
||||||||||||||||||
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Total
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
3,608,064
|
|
|
$
|
99,593
|
|
|
$
|
(4,955
|
)
|
|
$
|
3,702,702
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
—
|
|
|
2,703,416
|
|
|
65,027
|
|
|
(4,955
|
)
|
|
2,763,488
|
|
|||||
Selling, general and administrative
|
8,530
|
|
|
213,408
|
|
|
19,411
|
|
|
—
|
|
|
241,349
|
|
|||||
Depreciation and amortization
|
2,430
|
|
|
122,626
|
|
|
4,450
|
|
|
—
|
|
|
129,506
|
|
|||||
Acquisition-related
|
588
|
|
|
2,077
|
|
|
—
|
|
|
—
|
|
|
2,665
|
|
|||||
Curtailments and early retirement incentives
|
34,481
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,481
|
|
|||||
|
46,029
|
|
|
3,041,527
|
|
|
88,888
|
|
|
(4,955
|
)
|
|
3,171,489
|
|
|||||
Operating (loss) income
|
(46,029
|
)
|
|
566,537
|
|
|
10,705
|
|
|
—
|
|
|
531,213
|
|
|||||
Intercompany interest and charges
|
(191,025
|
)
|
|
187,713
|
|
|
3,312
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense and other
|
61,962
|
|
|
9,463
|
|
|
(3,269
|
)
|
|
—
|
|
|
68,156
|
|
|||||
Income from continuing operations, before income taxes
|
83,034
|
|
|
369,361
|
|
|
10,662
|
|
|
—
|
|
|
463,057
|
|
|||||
Income tax expense
|
24,782
|
|
|
139,799
|
|
|
1,129
|
|
|
—
|
|
|
165,710
|
|
|||||
Income from continuing operations
|
58,252
|
|
|
229,562
|
|
|
9,533
|
|
|
—
|
|
|
297,347
|
|
|||||
Loss on discontinued operations, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income
|
58,252
|
|
|
229,562
|
|
|
9,533
|
|
|
—
|
|
|
297,347
|
|
|||||
Other comprehensive income (loss)
|
—
|
|
|
(49,834
|
)
|
|
(1,832
|
)
|
|
—
|
|
|
(51,666
|
)
|
|||||
Total comprehensive income
|
$
|
58,252
|
|
|
$
|
179,728
|
|
|
$
|
7,701
|
|
|
$
|
—
|
|
|
$
|
245,681
|
|
|
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
|
|
|||||
Depreciation and amortization
|
1,933
|
|
|
112,477
|
|
|
5,314
|
|
|
—
|
|
|
119,724
|
|
|||||
Acquisition and integration
|
6,342
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,342
|
|
|||||
Curtailments and early retirement incentives
|
(40,400
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,400
|
)
|
|||||
|
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
|
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
|
|
|||||
Depreciation and amortization
|
1,922
|
|
|
94,235
|
|
|
3,500
|
|
|
—
|
|
|
99,657
|
|
|||||
Acquisition and integration
|
20,902
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,902
|
|
|||||
|
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 (loss)
|
1,188
|
|
|
114,780
|
|
|
3,798
|
|
|
—
|
|
|
119,766
|
|
|||||
Total comprehensive income
|
$
|
20,804
|
|
|
$
|
234,672
|
|
|
$
|
14,189
|
|
|
$
|
—
|
|
|
$
|
269,665
|
|
|
Fiscal year ended March 31, 2013
|
||||||||||||||||||
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Total
|
||||||||||
Net income
|
$
|
58,252
|
|
|
$
|
229,562
|
|
|
$
|
9,533
|
|
|
$
|
—
|
|
|
$
|
297,347
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities
|
42,111
|
|
|
4,046
|
|
|
(22,586
|
)
|
|
—
|
|
|
23,571
|
|
|||||
Net cash provided by (used in) operating activities
|
100,363
|
|
|
233,608
|
|
|
(13,053
|
)
|
|
—
|
|
|
320,918
|
|
|||||
Capital expenditures
|
(1,315
|
)
|
|
(119,949
|
)
|
|
(5,626
|
)
|
|
—
|
|
|
(126,890
|
)
|
|||||
Reimbursements of capital expenditures
|
—
|
|
|
5,156
|
|
|
—
|
|
|
—
|
|
|
5,156
|
|
|||||
Proceeds from sale of assets and businesses
|
—
|
|
|
3,985
|
|
|
8
|
|
|
—
|
|
|
3,993
|
|
|||||
Cash used for businesses and intangible assets acquired
|
—
|
|
|
(349,632
|
)
|
|
—
|
|
|
—
|
|
|
(349,632
|
)
|
|||||
Net cash provided by (used in) investing activities
|
(1,315
|
)
|
|
(460,440
|
)
|
|
(5,618
|
)
|
|
—
|
|
|
(467,373
|
)
|
|||||
Net increase in revolving credit facility
|
(224,151
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(224,151
|
)
|
|||||
Proceeds on issuance of debt
|
375,000
|
|
|
14,435
|
|
|
138,700
|
|
|
—
|
|
|
528,135
|
|
|||||
Retirements and repayments of debt
|
(19,594
|
)
|
|
(14,044
|
)
|
|
(108,700
|
)
|
|
—
|
|
|
(142,338
|
)
|
|||||
Payments of deferred financing costs
|
(8,838
|
)
|
|
|
|
|
—
|
|
|
—
|
|
|
(8,838
|
)
|
|||||
Dividends paid
|
(8,005
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,005
|
)
|
|||||
Repayment of governmental grant
|
—
|
|
|
(1,090
|
)
|
|
—
|
|
|
—
|
|
|
(1,090
|
)
|
|||||
Repurchase of restricted shares for minimum tax obligation
|
(1,840
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,840
|
)
|
|||||
Proceeds from exercise of stock options, including excess tax benefit
|
6,766
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,766
|
|
|||||
Intercompany financing and advances
|
(223,245
|
)
|
|
226,831
|
|
|
(3,586
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
(103,907
|
)
|
|
226,132
|
|
|
26,414
|
|
|
—
|
|
|
148,639
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
191
|
|
|
—
|
|
|
191
|
|
|||||
Net change in cash and cash equivalents
|
(4,859
|
)
|
|
(700
|
)
|
|
7,934
|
|
|
—
|
|
|
2,375
|
|
|||||
Cash and cash equivalents at beginning of year
|
7,969
|
|
|
2,237
|
|
|
19,456
|
|
|
—
|
|
|
29,662
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
3,110
|
|
|
$
|
1,537
|
|
|
$
|
27,390
|
|
|
$
|
—
|
|
|
$
|
32,037
|
|
|
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 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 operating activities
|
34,398
|
|
|
(14,850
|
)
|
|
(27,143
|
)
|
|
—
|
|
|
(7,595
|
)
|
|||||
Net cash provided by 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 decrease 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
|
|
24.
|
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
|
|
Fiscal 2013
|
|
Fiscal 2012
|
||||||||||||||||||||||||||||
|
June 30
|
|
Sept. 30
|
|
Dec. 31 (6)
|
|
Mar. 31 (4) (7)
|
|
June 30
|
|
Sept. 30
|
|
Dec. 31
|
|
Mar. 31 (5)
|
||||||||||||||||
BUSINESS SEGMENT SALES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Aerostructures
|
$
|
669,853
|
|
|
$
|
713,978
|
|
|
$
|
676,791
|
|
|
$
|
720,722
|
|
|
$
|
643,306
|
|
|
$
|
587,977
|
|
|
$
|
626,046
|
|
|
$
|
714,247
|
|
Aerospace Systems
|
140,512
|
|
|
150,139
|
|
|
141,059
|
|
|
184,061
|
|
|
133,010
|
|
|
133,775
|
|
|
133,291
|
|
|
151,724
|
|
||||||||
Aftermarket Services
|
79,977
|
|
|
76,061
|
|
|
74,587
|
|
|
83,881
|
|
|
70,368
|
|
|
70,547
|
|
|
68,639
|
|
|
83,120
|
|
||||||||
Inter-segment Elimination
|
(2,654
|
)
|
|
(1,997
|
)
|
|
(1,872
|
)
|
|
(2,396
|
)
|
|
(1,621
|
)
|
|
(1,771
|
)
|
|
(2,014
|
)
|
|
(2,715
|
)
|
||||||||
TOTAL SALES
|
$
|
887,688
|
|
|
$
|
938,181
|
|
|
$
|
890,565
|
|
|
$
|
986,268
|
|
|
$
|
845,063
|
|
|
$
|
790,528
|
|
|
$
|
825,962
|
|
|
$
|
946,376
|
|
GROSS PROFIT(1)
|
$
|
214,869
|
|
|
$
|
212,797
|
|
|
$
|
204,872
|
|
|
$
|
219,738
|
|
|
$
|
176,965
|
|
|
$
|
179,705
|
|
|
$
|
187,296
|
|
|
$
|
219,629
|
|
OPERATING INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Aerostructures
|
$
|
120,138
|
|
|
$
|
121,384
|
|
|
$
|
117,450
|
|
|
$
|
110,901
|
|
|
$
|
87,974
|
|
|
$
|
92,489
|
|
|
$
|
103,947
|
|
|
$
|
119,004
|
|
Aerospace Systems
|
23,465
|
|
|
25,712
|
|
|
20,562
|
|
|
33,440
|
|
|
22,417
|
|
|
22,644
|
|
|
18,623
|
|
|
26,351
|
|
||||||||
Aftermarket Services
|
11,807
|
|
|
10,767
|
|
|
9,856
|
|
|
12,950
|
|
|
6,961
|
|
|
7,015
|
|
|
6,917
|
|
|
10,966
|
|
||||||||
Corporate
|
(14,468
|
)
|
|
(14,917
|
)
|
|
(13,509
|
)
|
|
(44,325
|
)
|
|
(11,972
|
)
|
|
(13,692
|
)
|
|
(11,847
|
)
|
|
26,918
|
|
||||||||
TOTAL OPERATING INCOME
|
$
|
140,942
|
|
|
$
|
142,946
|
|
|
$
|
134,359
|
|
|
$
|
112,966
|
|
|
$
|
105,380
|
|
|
$
|
108,456
|
|
|
117,640
|
|
|
$
|
183,239
|
|
|
INCOME (LOSS) FROM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing Operations
|
$
|
76,332
|
|
|
$
|
80,190
|
|
|
$
|
75,223
|
|
|
$
|
65,602
|
|
|
$
|
50,904
|
|
|
$
|
58,564
|
|
|
$
|
65,903
|
|
|
$
|
106,251
|
|
Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(689
|
)
|
|
(76
|
)
|
|
—
|
|
|
—
|
|
||||||||
NET INCOME
|
$
|
76,332
|
|
|
$
|
80,190
|
|
|
$
|
75,223
|
|
|
$
|
65,602
|
|
|
$
|
50,215
|
|
|
$
|
58,488
|
|
|
$
|
65,903
|
|
|
$
|
106,251
|
|
Basic Earnings (Loss) per share(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing Operations
|
$
|
1.54
|
|
|
$
|
1.61
|
|
|
$
|
1.51
|
|
|
$
|
1.32
|
|
|
$
|
1.05
|
|
|
$
|
1.20
|
|
|
$
|
1.35
|
|
|
$
|
2.16
|
|
Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net Income
|
$
|
1.54
|
|
|
$
|
1.61
|
|
|
$
|
1.51
|
|
|
$
|
1.32
|
|
|
$
|
1.04
|
|
|
$
|
1.20
|
|
|
$
|
1.35
|
|
|
$
|
2.16
|
|
Diluted Earnings (Loss) per share(2)(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing Operations
|
$
|
1.46
|
|
|
$
|
1.53
|
|
|
$
|
1.43
|
|
|
$
|
1.24
|
|
|
$
|
0.99
|
|
|
$
|
1.13
|
|
|
$
|
1.27
|
|
|
$
|
2.03
|
|
Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net Income
|
$
|
1.46
|
|
|
$
|
1.53
|
|
|
$
|
1.43
|
|
|
$
|
1.24
|
|
|
$
|
0.98
|
|
|
$
|
1.13
|
|
|
$
|
1.27
|
|
|
$
|
2.03
|
|
*
|
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 loss, net of
$29,344
due to reductions in the expected remaining service period under the Company's defined benefit plans as disclosed in Note 15.
|
(5)
|
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.
|
(6)
|
Includes the results of Embee from December 19, 2012 (date of acquisition) through March 31, 2013.
|
(7)
|
Includes the results of GPECS from March 18, 2013 (date of acquisition) through March 31, 2013.
|
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, 2013:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Allowance for doubtful accounts receivable
|
|
$
|
3,900
|
|
|
1,974
|
|
|
70
|
|
|
(572
|
)
|
|
$
|
5,372
|
|
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
|
|
(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/ JEFFRY D. FRISBY
|
|
Jeffry D. Frisby
President and Chief Executive Officer
|
|
/s/ M. DAVID KORNBLATT
|
|
M. David Kornblatt
Executive Vice President and
Chief Financial Officer
|
|
/s/ THOMAS A. QUIGLEY, III
|
|
Thomas A. Quigley, III
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.(11)
|
3.1
|
|
|
Amended and Restated Certificate of Incorporation of Triumph Group, Inc.(7)
|
3.2
|
|
|
Certificate of Amendment of Amended and Restated Certificate of Incorporation of Triumph Group, Inc.(17)
|
3.3
|
|
|
Amended and Restated By-Laws of Triumph Group, Inc.(19)
|
4.1
|
|
|
Form of certificate evidencing Common Stock of Triumph Group, Inc.(1)
|
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.(2)
|
4.3
|
|
|
Form of the 2.625% Convertible Senior Subordinated Note Due 2026. (Included as Exhibit A to Exhibit 4.2).(2)
|
4.4
|
|
|
Registration Rights Agreement, dated as of September 18, 2006, between Triumph Group, Inc. and Banc of America Securities LLC.(2)
|
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.(12)
|
4.6
|
|
|
Form of 8% Senior Subordinated Notes due 2017.(12)
|
4.7
|
|
|
Registration Rights Agreement, dated November 16, 2009, by and among Triumph Group, Inc., the Guarantors party thereto, and the other parties thereto.(12)
|
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.(13)
|
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.(13)
|
4.10
|
|
|
Indenture, dated as of February 26, 2013, between Triumph Group, Inc. and U.S. Bank National Association, as trustee.(18)
|
Exhibit
Number
|
|
Description
|
|
4.11
|
|
|
Form of 4.875% Senior Subordinated Notes due 2021.(18)
|
4.12
|
|
|
Registration Rights Agreement, dated February 26, 2013 between Triumph Group, Inc. and the parties named therein.(18)
|
10.1
|
|
|
Amended and Restated Directors' Stock Incentive Plan.(3)
|
10.2
|
|
*
|
Form of Deferred Stock Unit Award Agreement under the Amended and Restated Directors' Stock Incentive Plan.
|
10.3
|
|
*#
|
2004 Stock Incentive Plan.
|
10.4
|
|
#
|
Triumph Group, Inc. Supplemental Executive Retirement Plan effective January 1, 2003.(6)
|
10.5
|
|
*
|
Compensation for the non-employee members of the Board of Directors of Triumph Group, Inc.
|
10.6
|
|
#
|
Form of Stock Award Agreement under the 2004 Stock Incentive Plan.(7)
|
10.7
|
|
#
|
Form of letter confirming Stock Award Agreement under the 2004 Stock Incentive Plan.(7)
|
10.8
|
|
#
|
Description of the Triumph Group, Inc. Annual Cash Bonus Plan.(8)
|
10.9
|
|
#
|
Change of Control Employment Agreement with: Richard C. Ill, M. David Kornblatt, John B. Wright, II and Kevin E. Kindig.(9)
|
10.10
|
|
#
|
Restricted Stock Award Agreement for M. David Kornblatt.(10)
|
10.11
|
|
|
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.(5)
|
10.12
|
|
|
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.(11)
|
10.13
|
|
|
Amended and Restated Guarantee and Collateral Agreement, dated as of April 5, 2011, made by Triumph Group, Inc. and certain of its subsidiaries in favor of PNC Bank, National Association, as Administrative and Collateral Agent for the other Secured Parties.(4)
|
10.14
|
|
|
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.(14)
|
10.15
|
|
|
Triumph Group, Inc. Executive Incentive Plan, effective September 28, 2010.(15)
|
10.16
|
|
#
|
Form of letter informing Triumph Group, Inc. executives they are eligible to participate in the Company's Long Term Incentive Plan.(16)
|
10.17
|
|
#
|
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.(16)
|
10.18
|
|
#
|
Change of Control Employment Agreement with Jeffry Frisby.(16)
|
10.19
|
|
|
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. (3)
|
10.20
|
|
|
Sixth Amendment to Receivables Purchase Agreement, dated as of February 26, 2013, by and among Triumph Receivables LLC, Triumph Group, Inc., Market Street Funding LLC and PNC Bank, National Association.(18)
|
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.
|
Exhibit
Number
|
|
Description
|
|
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 Registration Statement on Form S-1 (Registration No. 333-10777) declared effective on October 24, 1996.
|
(2)
|
Incorporated by reference to our Current Report on Form 8-K filed on September 22, 2006.
|
(3)
|
Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended March 31, 2012.
|
(4)
|
Incorporated by reference to our Current Report on Form 8-K filed on April 11, 2011.
|
(5)
|
Incorporated by reference to our Current Report on Form 8-K filed on August 12, 2008.
|
(6)
|
Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended March 31, 2003.
|
(7)
|
Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended March 31, 2009.
|
(8)
|
Incorporated by reference to our Current Report on Form 8-K filed on July 31, 2007.
|
(9)
|
Incorporated by reference to our Current Report on Form 8-K filed on March 13, 2008
|
(10)
|
Incorporated by reference to our Current Report on Form 8-K filed on June 14, 2007.
|
(11)
|
Incorporated by reference to our Current Report on Form 8-K filed on March 23, 2010.
|
(12)
|
Incorporated by reference to our Current Report on Form 8-K filed on November 19, 2009.
|
(13)
|
Incorporated by reference to our Current Report on Form 8-K filed on June 22, 2010.
|
(14)
|
Incorporated by reference to our Current Report on Form 8-K filed on June 25, 2010.
|
(15)
|
Incorporated by reference to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010.
|
(16)
|
Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended March 31, 2011.
|
(17)
|
Incorporated by reference to our Current Report on Form 8-K filed on July 20, 2012.
|
(18)
|
Incorporated by reference to our Current Report on Form 8-K filed on March 1, 2013.
|
(19)
|
Incorporated by reference to our Current Report on Form 8-K/A filed on August 2, 2012.
|
*
|
Filed herewith.
|
#
|
Compensation plans and arrangements for executives and others.
|
|
|
TRIUMPH GROUP, INC.
|
|
|
|
|
/s/ JEFFRY D. FRISBY
|
Dated:
|
May 29, 2013
|
By:
|
Jeffry D. Frisby
President and Chief Executive Officer
(Principal Executive Officer)
|
/s/ JEFFRY D. FRISBY
|
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
May 29, 2013
|
Jeffry D. Frisby
|
|
||
/s/ M. DAVID KORNBLATT
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
May 29, 2013
|
M. David Kornblatt
|
|
||
/s/ THOMAS A. QUIGLEY
|
|
Vice President and Controller (Principal
Accounting Officer)
|
May 29, 2013
|
Thomas A. Quigley
|
|
||
/s/ RICHARD C. ILL
|
|
Chairman and Director
|
May 29, 2013
|
Richard C. Ill
|
|
||
/s/ PAUL BOURGON
|
|
Director
|
May 29, 2013
|
Paul Bourgon
|
|
||
/s/ ELMER L. DOTY
|
|
Director
|
May 29, 2013
|
Elmer L. Doty
|
|
||
/s/ JOHN G. DROSDICK
|
|
Director
|
May 29, 2013
|
John G. Drosdick
|
|
||
/s/ RALPH E. EBERHART
|
|
Director
|
May 29, 2013
|
Ralph E. Eberhart
|
|
||
/s/ RICHARD C. GOZON
|
|
Director
|
May 29, 2013
|
Richard C. Gozon
|
|
||
/s/ WILLIAM L. MANSFIELD
|
|
Director
|
May 29, 2013
|
William L. Mansfield
|
|
||
/s/ ADAM J. PALMER
|
|
Director
|
May 29, 2013
|
Adam J. Palmer
|
|
||
/s/ JOSEPH M. SILVESTRI
|
|
Director
|
May 29, 2013
|
Joseph M. Silvestri
|
|
||
/s/ GEORGE SIMPSON
|
|
Director
|
May 29, 2013
|
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.(11)
|
3.1
|
|
|
Amended and Restated Certificate of Incorporation of Triumph Group, Inc.(7)
|
3.2
|
|
|
Certificate of Amendment of Amended and Restated Certificate of Incorporation of Triumph Group, Inc.(17)
|
3.3
|
|
|
Amended and Restated By-Laws of Triumph Group, Inc.(1)
|
4.1
|
|
|
Form of certificate evidencing Common Stock of Triumph Group, Inc.(19)
|
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.(2)
|
4.3
|
|
|
Form of the 2.625% Convertible Senior Subordinated Note Due 2026. (Included as Exhibit A to Exhibit 4.2).(2)
|
4.4
|
|
|
Registration Rights Agreement, dated as of September 18, 2006, between Triumph Group, Inc. and Banc of America Securities LLC.(2)
|
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.(12)
|
4.6
|
|
|
Form of 8% Senior Subordinated Notes due 2017.(12)
|
4.7
|
|
|
Registration Rights Agreement, dated November 16, 2009, by and among Triumph Group, Inc., the Guarantors party thereto, and the other parties thereto.(12)
|
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.(13)
|
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.(13)
|
4.10
|
|
|
Indenture, dated as of February 26, 2013, between Triumph Group, Inc. and U.S. Bank National Association, as trustee.(18)
|
4.11
|
|
|
Form of 4.875% Senior Subordinated Notes due 2021.(18)
|
4.12
|
|
|
Registration Rights Agreement, dated February 26, 2013 between Triumph Group, Inc. and the parties named therein.(18)
|
10.1
|
|
|
Amended and Restated Directors' Stock Incentive Plan.(3)
|
10.2
|
|
*
|
Form of Deferred Stock Unit Award Agreement under the Amended and Restated Directors' Stock Incentive Plan.
|
10.3
|
|
*#
|
2004 Stock Incentive Plan.
|
10.4
|
|
#
|
Triumph Group, Inc. Supplemental Executive Retirement Plan effective January 1, 2003.(6)
|
10.5
|
|
*
|
Compensation for the non-employee members of the Board of Directors of Triumph Group, Inc.
|
10.6
|
|
#
|
Form of Stock Award Agreement under the 2004 Stock Incentive Plan.(7)
|
10.7
|
|
#
|
Form of letter confirming Stock Award Agreement under the 2004 Stock Incentive Plan.(7)
|
10.8
|
|
#
|
Description of the Triumph Group, Inc. Annual Cash Bonus Plan.(8)
|
10.9
|
|
#
|
Change of Control Employment Agreement with: Richard C. Ill, M. David Kornblatt, John B. Wright, II and Kevin E. Kindig.(9)
|
10.10
|
|
#
|
Restricted Stock Award Agreement for M. David Kornblatt.(10)
|
10.11
|
|
|
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.(5)
|
Exhibit
Number
|
|
Description
|
|
10.12
|
|
|
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.(11)
|
10.13
|
|
|
Amended and Restated Guarantee and Collateral Agreement, dated as of April 5, 2011, made by Triumph Group, Inc. and certain of its subsidiaries in favor of PNC Bank, National Association, as Administrative and Collateral Agent for the other Secured Parties.(4)
|
10.14
|
|
|
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.(14)
|
10.15
|
|
|
Triumph Group, Inc. Executive Incentive Plan, effective September 28, 2010.(15)
|
10.16
|
|
#
|
Form of letter informing Triumph Group, Inc. executives they are eligible to participate in the Company's Long Term Incentive Plan.(16)
|
10.17
|
|
#
|
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.(16)
|
10.18
|
|
#
|
Change of Control Employment Agreement with Jeffry Frisby.(16)
|
10.19
|
|
|
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. (3)
|
10.20
|
|
|
Sixth Amendment to Receivables Purchase Agreement, dated as of February 26, 2013, by and among Triumph Receivables LLC, Triumph Group, Inc., Market Street Funding LLC and PNC Bank, National Association.(18)
|
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 Registration Statement on Form S-1 (Registration No. 333-10777) declared effective on October 24, 1996.
|
(2)
|
Incorporated by reference to our Current Report on Form 8-K filed on September 22, 2006.
|
(3)
|
Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended March 31, 2012.
|
(4)
|
Incorporated by reference to our Current Report on Form 8-K filed on April 11, 2011.
|
(5)
|
Incorporated by reference to our Current Report on Form 8-K filed on August 12, 2008.
|
(6)
|
Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended March 31, 2003.
|
(7)
|
Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended March 31, 2009.
|
(8)
|
Incorporated by reference to our Current Report on Form 8-K filed on July 31, 2007.
|
(9)
|
Incorporated by reference to our Current Report on Form 8-K filed on March 13, 2008
|
(10)
|
Incorporated by reference to our Current Report on Form 8-K filed on June 14, 2007.
|
(11)
|
Incorporated by reference to our Current Report on Form 8-K filed on March 23, 2010.
|
(12)
|
Incorporated by reference to our Current Report on Form 8-K filed on November 19, 2009.
|
(13)
|
Incorporated by reference to our Current Report on Form 8-K filed on June 22, 2010.
|
(14)
|
Incorporated by reference to our Current Report on Form 8-K filed on June 25, 2010.
|
(15)
|
Incorporated by reference to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010.
|
(16)
|
Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended March 31, 2011.
|
(17)
|
Incorporated by reference to our Current Report on Form 8-K filed on July 20, 2012.
|
(18)
|
Incorporated by reference to our Current Report on Form 8-K filed on March 1, 2013.
|
(19)
|
Incorporated by reference to our Current Report on Form 8-K/A filed on August 2, 2012.
|
*
|
Filed herewith.
|
#
|
Compensation plans and arrangements for executives and others.
|
1.
|
Each Unit represents a hypothetical share of the Company's common stock, $.001 par value per share (the "Stock"), and will at all times be equal in value to a share of Stock. The Units will be credited to the Participant in an account established for the Participant.
|
2.
|
The Units will vest on the earlier of the vesting date set forth above or the death of the Participant; provided, however, that in the event of a cessation of membership on the Board, unvested Units will be forfeited or continue to vest pursuant to Section 8.2 of the Plan. Vested Units will not be distributed in Stock to the Participant until the later of (a) January 1 of the year following the year in which his or her service as a director of the Company is terminated or (b) within ninety (90) days following the date that the Units vest; provided that in no case will the Participant be entitled to receive Dividend Equivalents.
|
3.
|
This award is subject to the terms of the Plan, the terms and conditions of which will govern this Award to the extent not otherwise provided in this Agreement. A copy of the Plan is being delivered to the Participant with this Agreement.
|
1.
|
Purpose of the Plan.
|
2.
|
Definitions.
|
(a)
|
“Affiliate”
means any entity that is directly or indirectly controlled by the Company or any entity in which the Company has a significant ownership interest as determined by the Committee.
|
(b)
|
“Award”
means a Stock Award or Option granted in accordance with the terms of the Plan.
|
(c)
|
“Awardee”
means an Employee of the Company or any Affiliate who has been granted an Award under the Plan.
|
(d)
|
“Award Agreement”
means a
Stock Award Agreement
and/or
Option Agreement
, which may be in written or electronic format, in such form and with such terms as may be specified by the Committee, evidencing the terms and conditions of an individual Award. Each Award Agreement is subject to the terms and conditions of the Plan.
|
(e)
|
“Board”
means the Board of Directors of the Company.
|
(f)
|
“Change in Control”
means any of the following, unless the Committee provides otherwise:
|
(i)
|
any merger or consolidation in which the Company shall not be the surviving entity (or survives only as a subsidiary of another entity whose shareowners did not own all or substantially all of the Common Stock in substantially the same proportions as immediately prior to such transaction);
|
(ii)
|
the sale of all or substantially all of the Company's assets to any other person or entity (other than a wholly-owned subsidiary);
|
(iii)
|
the acquisition of beneficial ownership of a controlling interest (including, without limitation, power to vote) the outstanding shares of Common Stock by any person or entity (including a “group” as defined by or under Section 13(d)(3) of the Exchange Act);
|
(iv)
|
the dissolution or liquidation of the Company; or
|
(v)
|
a contested election of directors, as a result of which or in connection with which the persons who were Directors before such election or their nominees cease to constitute a majority of the Board.
|
(g)
|
“Code”
means the Internal Revenue Code of 1986, as amended.
|
(h)
|
“Committee”
means the Compensation Committee of the Board.
|
(i)
|
“Common Stock”
means the common stock of the Company.
|
(j)
|
“Company”
means Triumph Group, Inc., a Delaware corporation, or its successor.
|
(k)
|
“Employee”
means a regular, active employee of the Company or any Affiliate.
|
(l)
|
“Exchange Act”
means the United States Securities Exchange Act of 1934, as amended.
|
(m)
|
“Fair Market Value”
means, with respect to a Share, unless the Committee determines otherwise, the closing price of a Share in New York Stock Exchange Composite Transaction on the relevant date, or if no sale shall have made on such exchange on that date, the closing price of a Share in New York Stock Exchange Composite Transaction on the last preceding day on which there was a sale.
|
(n)
|
“Grant Date”
means the date as of which an Award is granted.
|
(o)
|
“Incentive Stock Option”
means an Option intended to qualify as an incentive stock option within the meaning of section 422 of the Code and the regulations promulgated thereunder.
|
(p)
|
“Nonstatutory Stock Option”
means an Option that is not intended to qualify as an Incentive Stock Option.
|
(q)
|
“Option”
means a right granted under Section 8 to purchase a number of Shares at such exercise price, at such times, and on such other terms and conditions as are specified in the agreement or other documents evidencing the Award (the
“Option Agreement”
). Both Options intended to qualify as Incentive Stock Options and Nonstatutory Stock Options may be granted under the Plan.
|
(r)
|
“Participant”
means the Awardee or any person (including any estate) to whom an Award has been assigned or transferred as permitted hereunder.
|
(s)
|
“Plan”
means Triumph Group, Inc. 2004 Stock Incentive Plan, as set forth herein and as amended from time to time.
|
(t)
|
“Retirement”
means retirement from active employment with the Company or a Subsidiary pursuant to the relevant provisions of the applicable pension plan of such entity or as otherwise determined by the Committee.
|
(u)
|
“Share”
means a share of Common Stock, as adjusted, if applicable, in accordance with Section 13 of the Plan.
|
(v)
|
“Stock Award”
means an award or issuance of Shares made under Section 11 of the Plan.
|
(w)
|
“Subsidiary”
means any company (other than the Company) in an unbroken chain of companies beginning with the Company, provided each company in the unbroken chain (other than the Company) owns, at the time of determination, stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other companies in such chain.
|
(x)
|
“Termination of Employment”
shall mean, with respect to any Employee, the Employee's ceasing to be an Employee; provided, however, that for Incentive Stock Option purposes, Termination of Employment will occur when the Awardee ceases to be an employee (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company or one of its Subsidiaries. The Committee shall determine whether any corporate transaction, such as a sale or spin-off of a division or business unit, or a joint venture, shall be deemed to result in a Termination of Employment.
|
(y)
|
“Total and Permanent Disability”
shall have the meaning set forth in Section 22(e)(3) of the Code.
|
(z)
|
“Total Shareholder Return”
shall mean the increase in value of a company over a period of time, plus dividends paid by such company during such period.
|
3.
|
Stock Subject to the Plan.
|
(a)
|
Aggregate Limits
. Subject to Section 13, the aggregate number of Shares subject to Awards granted under the Plan is 3,200,000 Shares (1,600,000 Shares prior to the stock split, effective July 15, 2011 (the “Stock Split”)) provided, however, that the aggregate number of Shares issued under the Plan as Stock Awards shall not exceed 960,000 (480,000 Shares prior to the Stock Split). Shares subject to Awards that are cancelled, expire or are forfeited shall be available for re-grant
|
(b)
|
Code Section 162(m) and 422 Limits
. Subject to Section 13, the aggregate number of Shares subject to Awards granted under this Plan during any calendar year to any one Awardee shall not exceed 150,000 (75,000 Shares prior to the Stock Split), except that in connection with his or her initial service, an Awardee may be granted Awards covering up to an additional 100,000 Shares (50,000 Shares prior to the Stock Split). Subject to Section 13, the aggregate number of Shares that may be subject to all Incentive Stock Options granted under the Plan is 3,200,000 Shares (1,600,000 Shares prior to the Stock Split). Notwithstanding anything to the contrary in the Plan, the limitations set forth in this Section 3(b) shall be subject to adjustment under Section 13(a) only to the extent that such adjustment will not affect the status of any Award intended to qualify as “performance based compensation” under Code section 162(m) or the ability to grant or the qualification of Incentive Stock Options under the Plan.
|
4.
|
Administration of The Plan.
|
(a)
|
Procedure
.
|
(i)
|
Administrator
. The Plan shall be administered by the Committee.
|
(ii)
|
Section 162
. To the extent that the Committee determines it to be desirable to qualify Awards granted hereunder as “performance-based compensation” within the meaning of section 162(m) of the Code, Awards to “covered employees” within the meaning of section 162(m) of the Code or Employees that the Committee determines may be “covered employees” in the future shall be made by a Committee of two or more “outside directors” within the meaning of section 162(m) of the Code.
|
(iii)
|
Delegation of Authority for the Day-to-Day Administration of the Plan
. Except to the extent prohibited by applicable law (including applicable stock exchange rules), the Committee may delegate to one or more individuals the day-to-day administration of the Plan and any of the functions assigned to it in the Plan. Such delegation may be revoked at any time.
|
(b)
|
Powers of the Committee
. Subject to the other provisions of the Plan, the Committee shall have the authority, in its discretion:
|
(i)
|
to select the Employees to whom Awards are to be granted hereunder;
|
(ii)
|
to determine the number of Shares to be covered by each Award granted hereunder;
|
(iii)
|
to determine the type of Award to be granted to the selected Employees;
|
(iv)
|
to approve forms of Award Agreements for use under the Plan;
|
(v)
|
to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder;
|
(vi)
|
to correct administrative errors;
|
(vii)
|
to construe and interpret the terms of the Plan and Awards granted under to the Plan;
|
(viii)
|
to adopt rules and procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures;
|
(ix)
|
to prescribe, amend and rescind rules and regulations relating to the Plan;
|
(x)
|
to modify or amend each Award, including, but not limited to, the acceleration of vesting and/or exercisability, provided, however, that any such amendment is subject to Section 14 and may not impair any outstanding Award unless agreed to in writing by the Participant;
|
(xi)
|
to allow Participants to satisfy withholding tax amounts by electing (in such form and under such conditions as the Committee may provide) to have the Company withhold from the Shares to be issued upon exercise of a Nonstatutory Stock Option or vesting of a Stock Award that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld;
|
(xii)
|
to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Committee;
|
(xiii)
|
to impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by the Participant of any Shares issued as a result of or under an Award, including without limitation: (A) restrictions under an insider trading policy; and (B) restrictions as to the use of a specified brokerage firm for such resales or other transfers; and
|
(xiv)
|
to make all other determinations deemed necessary or advisable for administering the Plan and any Award granted hereunder
|
(c)
|
Effect of Committee's Decision
. All decisions, determinations and interpretations by the Committee regarding the Plan, any rules and regulations under the Plan and the terms and conditions of any Award granted hereunder, shall be final and binding on all Participants. The Committee shall consider such factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations including, without limitation, the recommendations or advice of any officer or other employee of the Company and such attorneys, consultants and accountants as it may select.
|
5.
|
Eligibility.
|
6.
|
Term of Plan.
|
7.
|
Term of Award.
|
8.
|
Options.
|
(a)
|
Exercise Price
. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be no less than 100% of the Fair Market Value per Share on the Grant Date.
|
(b)
|
No Option Repricings
. Other than in connection with a change in the Company's capitalization (as described in Section 13(a)), the exercise price of an Option may not be reduced without shareholder approval.
|
(c)
|
Vesting Period and Exercise Dates
. Options granted under this Plan shall vest and/or be exercisable at such time and in such installments during the period prior to the expiration of the Option's term as determined by the Committee.
|
(d)
|
Form of Consideration
. The Committee shall determine the acceptable form of consideration for exercising an Option, including the method of payment, either through the terms of the Option Agreement or at the time of exercise of an Option. Acceptable forms of consideration may include:
|
(i)
|
cash;
|
(ii)
|
check or wire transfer (denominated in U.S. Dollars);
|
(iii)
|
subject to any conditions or limitations established by the Committee, other Shares which (A) in the case of Shares acquired upon the exercise of an Option, have been owned by the Participant for more than six months on the date of surrender and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised;
|
(iv)
|
consideration received by the Company under a broker-assisted sale and remittance program acceptable to the Committee;
|
(v)
|
such other consideration and method of payment for the issuance of Shares to the extent permitted by applicable law; or
|
(vi)
|
any combination of the foregoing methods of payment.
|
9.
|
Option Limitations/Terms.
|
(a)
|
Eligibility for Incentive Stock Options
. Only employees (as determined in accordance with section 3401(c) of the Code and the regulations promulgated thereunder) of the Company or any of its Subsidiaries may be granted Incentive Stock Options.
|
(b)
|
$100,000 Limitation for Incentive Stock Options
. Notwithstanding the designation “Incentive Stock Option” in an Option Agreement, if and to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Awardee during any calendar year (under all plans of the Company and any of its Subsidiaries) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 9(b), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the Grant Date.
|
(c)
|
Effect of Termination of Employment on Options
.
|
(i)
|
Generally
. Unless otherwise provided in the Option Agreement, upon an Awardee's Termination of Employment other than as a result of circumstances described in Sections 9(c)(ii), (iii) and (iv) below, any outstanding Option granted to such Awardee, whether vested or unvested, to the extent not theretofore exercised, shall terminate 90 days after the date of the Awardee's Termination of Employment.
|
(ii)
|
Disability or Retirement of Awardee
. Unless otherwise provided in the Option Agreement, upon an Awardee's Termination of Employment as a result of the Awardee's disability (as determined by the Committee) or Retirement all outstanding exercisable Options granted to such Awardee shall remain exercisable until the expiration of the stated term of the Option. If the Participant does not exercise such Option within the time specified, the Option (to the extent not exercised) shall automatically terminate.
|
(iii)
|
Death of Awardee
. Unless otherwise provided in the Option Agreement, upon an Awardee's Termination of Employment as a result of the Awardee's death, all outstanding exercisable Options granted to such Awardee shall remain exercisable until the expiration of the stated term of the Option. If an Option is held by the Awardee when he or she dies, the Option may be exercised by the beneficiary designated by the Awardee, the executor or administrator of the Awardee's estate or, if none, by the person(s) entitled to exercise the Option under the Awardee's will or the laws of descent or distribution. If the Option is not so exercised within the time specified, such Option (to the extent not exercised) shall automatically terminate.
|
(iv)
|
Voluntary Severance Incentive Program
. Upon an Awardee's Termination of Employment as a result of participation in a voluntary severance incentive program of the Company or a Subsidiary approved by the Board or a Committee, unless provided otherwise pursuant to
|
(v)
|
Divestiture
. If an Awardee will cease to be an Employee because of a divestiture by the Company, prior to such Termination of Employment, the Committee may, in its sole discretion, make some or all of the outstanding Options granted to the Awardee become fully vested, and such Options shall remain exercisable until the expiration of the stated term of the Option. The determination of whether a divestiture will occur shall be made by the Committee in its sole discretion. If the Participant does not exercise such Option within the time specified, the Option (to the extent not exercised) shall automatically terminate.
|
(vi)
|
Work Force Restructuring or Similar Program
. If an Awardee will cease to be an Employee because of a work force restructuring or similar program, prior to such Termination of Employment, the Committee may, in its sole discretion, make some or all of the outstanding Options granted to the Awardee become fully vested and such Options shall remain exercisable until the expiration of the stated term of the Option. The determination of whether a work force restructuring will occur shall be made by the Committee in its sole discretion. If the Participant does not exercise such Option within the time specified, the Option (to the extent not exercised) shall automatically terminate.
|
10.
|
Exercise of Option.
|
(a)
|
Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Committee and set forth in the Option Agreement
|
(b)
|
An Option shall be deemed exercised when the Company receives (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option; (ii) full payment for the Shares with respect to which the related Option is exercised; and (iii) with respect to Nonstatutory Stock Options, payment of all applicable withholding taxes
|
(c)
|
Shares issued upon exercise of an Option shall be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Unless provided otherwise by the Committee or pursuant to this Plan, until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareowner shall exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option.
|
(d)
|
An Option may not be exercised for a fraction of a Share
|
11.
|
Stock Awards.
|
(a)
|
Restrictions and Performance Criteria
. Stock Awards shall vest at such time and in such installments as determined by the Committee; provided, however, that in the case of Stock Awards issued to corporate officers and Employees designated as “Group Presidents,” the vesting of Stock Awards may be subject to the attainment of performance goals, including attainment of certain levels of Total Shareholder Return of the Company relative to Total Shareholder Return of a peer group of companies.
|
(b)
|
Forfeiture
. Unless otherwise provided in the Stock Award Agreement, upon the Awardee's Termination of Employment (other than as provided below in Sections 11(d), (e) and (f)), the Shares subject to a Stock Award that have not become vested pursuant to the Stock Award
|
(c)
|
Disability or Retirement of Awardee
. Unless otherwise provided in the Stock Award Agreement, if an Awardee's Termination of Employment is due to the Awardee's disability or Retirement, all outstanding Stock Awards granted to such Awardee shall continue to vest, provided the following conditions are met:
|
(i)
|
The Awardee shall not render services for any organization or engage directly or indirectly in any business which, in the opinion of the Committee, competes with, or is in conflict with the interest of, the Company. The Awardee shall be free, however, to purchase as an investment or otherwise stock or other securities of such organizations as long as they are listed upon a recognized securities exchange or traded over-the-counter, or as long as such investment does not represent a substantial investment in the opinion of the Committee or a significant (greater than 3%) interest in the particular organization. For the purposes of this subsection, a company (other than an Affiliate) which is engaged in the business of producing, leasing or selling products or providing services of the type now or at any time hereafter made or provided by the Company or any of its Affiliates shall be deemed to compete with the Company;
|
(ii)
|
The Awardee shall not, without prior written authorization from the Company, use in other than the business of the Company or any of its Affiliates, any confidential information or material relating to the business of the Company or its Affiliates, either during or after employment with the Company or any of its Affiliates;
|
(iii)
|
The Awardee shall disclose promptly and assign to the Company or one of its Affiliates, as appropriate, all right, title and interest in any invention or idea, patentable or not, made or conceived by the Awardee during employment by the Company or any of its Affiliates, relating in any manner to the actual or anticipated business, research or development work of the Company or any of its Affiliates and shall do anything reasonably necessary to enable the Company or one of its Affiliates, as appropriate, to secure a patent where appropriate in the United States and in foreign countries; and
|
(iv)
|
An Awardee retiring due to age shall render, as a consultant and not as an Employee, such advisory or consultative services to the Company as shall be reasonably requested in writing from time to time by the Committee, consistent with the state of the retired Awardee's health and any employment or other activities in which such Awardee may be engaged. For purposes of this Plan, the Awardee shall not be required to devote a major portion of time to such services and shall be entitled to reimbursement for any reasonable out-of-pocket expenses incurred in connection with the performance of such services.
|
(d)
|
Voluntary Severance Incentive Program
. Upon an Awardee's Termination of Employment as a result of participation in a voluntary severance incentive program of the Company or an Affiliate approved by the Committee, then unless provided otherwise pursuant to the terms of such voluntary severance incentive program, all outstanding Stock Awards granted to such Awardee shall immediately vest and all forfeiture provisions shall lapse.
|
(e)
|
Divestiture
. If an Awardee will cease to be an Employee because of a divestiture by the Company, prior to such Termination of Employment, the Committee may, in its sole discretion, accelerate the vesting of all or a portion of any outstanding Stock Award granted to such Awardee and provide that all forfeiture provisions with respect to such Stock Awards shall lapse. The determination of whether a divestiture will occur shall be made by the Committee in its sole discretion.
|
(f)
|
Work Force Restructuring or Similar Program
. If an Awardee will cease to be an Employee because of a work force restructuring, prior to such Termination of Employment, the Committee may, in its sole discretion, accelerate the vesting of all or a portion of any outstanding Stock Award granted to such Awardee and provide that all forfeiture provisions with respect to such Stock Awards shall lapse. The determination of whether a work force restructuring will occur and
|
(g)
|
Rights as a Shareholder
. The Participant shall have the rights equivalent to those of a shareholder and shall be a shareholder only after Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) to the Participant.
|
12.
|
Other Provisions Applicable to Awards.
|
(a)
|
Non-Transferability of Awards
. Unless provided otherwise in an Award Agreement, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by beneficiary designation, will or by the laws of descent or distribution.
|
(b)
|
Certification
. Prior to the payment of any compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee shall certify the extent to which any performance criteria and any other material terms under such Award have been satisfied (other than in cases where such relate solely to the increase in the value of the Common Stock).
|
13.
|
Adjustments upon Changes in Capitalization, Dissolution, Merger or Asset Sale.
|
(a)
|
Changes in Capitalization
. Subject to any required action by the shareholders of the Company, (i) the number and kind of Shares covered by each outstanding Award, (ii) the price per Share subject to each such outstanding Award and (iii) the Share limitations set forth in Section 3, shall be proportionately adjusted for any increase or decrease in the number or kind of issued shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Award.
|
(b)
|
Dissolution or Liquidation
. In the event of the proposed dissolution or liquidation of the Company, the Committee shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction. The Committee in its discretion may provide for an Option to be fully vested and exercisable until ten (10) days prior to such transaction. In addition, the Committee may provide that any restrictions on any Award shall lapse prior to the transaction, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed transaction.
|
(c)
|
Change in Control
. In the event there is a Change in Control of the Company, as determined by the Committee, the Committee may, in its discretion, (i) provide for the assumption or substitution of, or adjustment to, each outstanding Award; (ii) accelerate the vesting of Options and terminate any restrictions on Stock Awards; and (iii) provide for the cancellation of Awards in exchange for a cash payment to the Participant.
|
14.
|
Amendment and Termination of the Plan.
|
(a)
|
Amendment and Termination
. The Committee may amend, alter or discontinue the Plan or any Award Agreement, but any such amendment shall be subject to approval of the shareowners of the Company in the manner and to the extent required by applicable law (including applicable stock exchange requirements). In addition, without limiting the foregoing, unless approved by the shareowners of the Company, no such amendment shall be made that would:
|
(i)
|
materially increase the maximum number of Shares for which Awards may be granted under the Plan, other than an increase pursuant to Section 13;
|
(ii)
|
reduce the minimum exercise price for Options granted under the Plan;
|
(iii)
|
reduce the exercise price of outstanding Options; or
|
(iv)
|
change the class of persons eligible to receive Awards under the Plan.
|
(b)
|
Effect of Amendment or Termination
. No amendment, suspension or termination of the Plan shall impair the rights of any Award, unless mutually agreed otherwise between the Participant and the Committee, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan shall not affect the Committee's ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.
|
(c)
|
Effect of the Plan on Other Arrangements
. Neither the adoption of the Plan by the Board or the Committee nor the submission of the Plan to the shareowners of the Company for approval shall be construed as creating any limitations on the power of the Board or the Committee to adopt such other incentive arrangements as it or they may deem desirable, including without limitation, the granting of restricted stock or stock options otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.
|
15.
|
Designation of Beneficiary.
|
(a)
|
An Awardee may file a written designation of a beneficiary who is to receive the Awardee's rights pursuant to Awardee's Award or the Awardee may include his or her Awards in an omnibus beneficiary designation for all benefits under the Plan. To the extent that Awardee has completed a designation of beneficiary, such beneficiary designation shall remain in effect with respect to any Award hereunder until changed by the Awardee to the extent enforceable under applicable law.
|
(b)
|
Such designation of beneficiary may be changed by the Awardee at any time by written notice in a form approved by the Committee. In the event of the death of an Awardee and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Awardee's death, the Company shall allow the executor or administrator of the estate of the Awardee to exercise the Award, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may allow the spouse or one of the dependents or relatives of the Awardee to exercise the Award to the extent permissible under Applicable Law.
|
16.
|
No Right to Awards or to Employment.
|
17.
|
Legal Compliance.
|
18.
|
Inability to Obtain Authority.
|
19.
|
Reservation of Shares.
|
20.
|
Notice.
|
21.
|
Governing Law; Interpretation of Plan and Awards.
|
(a)
|
This Plan and all determinations made and actions taken pursuant hereto shall be governed by the substantive laws, but not the choice of law rules, of the state of Delaware
|
(b)
|
In the event that any provision of the Plan or any Award granted under the Plan is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of the terms of the Plan and/or Award shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision
|
(c)
|
The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of the Plan, nor shall they affect its meaning, construction or effect
|
(d)
|
The terms of the Plan and any Award shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns
|
(e)
|
All questions arising under the Plan or under any Award shall be decided by the Committee in its total and absolute discretion
|
22.
|
Limitation on Liability.
|
(a)
|
The Non-Issuance of Shares
. The non-issuance or sale of Shares as to which the Company has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company's counsel to be necessary to the lawful issuance and sale of any shares hereunder; and
|
(b)
|
Tax Consequences
. Any tax consequence expected, but not realized, by any Participant, Employee, Awardee or other person due to the receipt, exercise or settlement of any Option or other Award granted hereunder.
|
Annual Retainer for Non-employee Board Member
|
Additional Retainer for Committee Chairs
|
Additional Retainer for Lead Director
|
Meeting Fees
|
Telephonic Meeting Fee
|
Annual Equity Award
|
|
|
|
|
|
|
$60,000
|
Audit Comm. Chair: $5,000; Comp. Comm. Chair: $4,000; Other Comm. Chairs; $3,000.
|
$5,000
|
N/A
|
N/A
|
Equity grants with a grant date value of approx. $70,000 (one time new member grant at max of 5,000 shares)
|
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.
|
|
Triumph Processing - Embee Division, Inc.
|
|
Triumph Engine Control Systems, LLC
|
|
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/ JEFFRY D. FRISBY
|
|
|
Jeffry D. Frisby
President 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 (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/ JEFFRY D. FRISBY
|
|
|
|
JEFFRY D. FRISBY
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
May 29, 2013
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
By:
|
|
/s/ M. DAVID KORNBLATT
|
|
|
|
M. David Kornblatt
Executive Vice President, Chief Financial Officer (Principal Financial Officer)
|
|
|
|
May 29, 2013
|