10-Q

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended June 30, 2013

or

¨Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period From _________ to ________

Commission File Number: 1-12235

TRIUMPH GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	51-0347963
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

899 Cassatt Road, Suite 210, Berwyn, PA	19312
(Address of principal executive offices)	(Zip Code)

(610) 251-1000

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes S No £

Indicate by check mark whether the registrant has submitted electronically and has posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes S No £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b‑2 of the Exchange Act. (Check one)

Large accelerated filer	ý	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes £ No S

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common Stock, par value $0.001 per share, 52,013,582 shares outstanding as of August 1, 2013.

TRIUMPH GROUP, INC.

INDEX

			Page Number
Part I. Financial Information
Item 1.		Financial Statements (Unaudited)
	Consolidated Balance Sheets		1
	Consolidated Statements of Income Three months ended June 30, 2013 and 2012		2
	Consolidated Statements of Comprehensive Income Three months ended June 30, 2013 and 2012		3
	Consolidated Statements of Cash Flows Three months ended June 30, 2013 and 2012		4
	Notes to Consolidated Financial Statements June 30, 2013		5
Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	46
Item 4.		Controls and Procedures	46
Part II. Other Information
Item 6.		Exhibits	48
Signatures			48

Part I. Financial Information

Item 1. Financial Statements.

Triumph Group, Inc.
Consolidated Balance Sheets
(dollars in thousands, except per share data)

	June 30, 2013			March 31, 2013
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	18,529		$	32,037
Trade and other receivables, less allowance for doubtful accounts of $6,318 and $5,372	411,152			433,927
Inventories, net of unliquidated progress payments of $134,261 and $124,128	1,086,753			987,702
Rotable assets	35,105			34,853
Deferred income taxes	58,886			100,533
Prepaid and other current assets	20,612			23,582
Assets held for sale	—			14,747
Total current assets	1,631,037			1,627,381
Property and equipment, net	885,183			815,084
Goodwill	1,724,067			1,717,792
Intangible assets, net	951,440			958,359
Deferred income taxes, noncurrent	804			627
Other, net	68,756			66,165
Total assets	$	5,261,287		$	5,185,408
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	56,457		$	133,930
Accounts payable	312,410			327,426
Accrued expenses	248,115			276,849
Liabilities related to assets held for sale	—			2,621
Total current liabilities	616,982			740,826
Long-term debt, less current portion	1,357,326			1,195,933
Accrued pension and other postretirement benefits, noncurrent	632,001			671,175
Deferred income taxes, noncurrent	325,873			331,061
Other noncurrent liabilities	194,919			201,255
Stockholders’ equity:
Common stock, $.001 par value, 100,000,000 shares authorized, 52,013,534 and 50,123,035 shares issued; 52,013,534 and 50,123,035 shares outstanding	52			50
Capital in excess of par value	860,081			848,372
Accumulated other comprehensive loss	(60,629		)	(60,972		)
Retained earnings	1,334,682			1,257,708
Total stockholders’ equity	2,134,186			2,045,158
Total liabilities and stockholders’ equity	$	5,261,287		$	5,185,408

SEE ACCOMPANYING NOTES.

1

Triumph Group, Inc.
Consolidated Statements of Income
(in thousands, except per share data)

(unaudited)

	Three Months Ended June 30,
	2013		2012
Net sales	$	943,683	$	887,688
Operating costs and expenses:
Cost of sales (exclusive of depreciation and amortization shown separately below)	696,471		651,277
Selling, general and administrative	66,717		61,959
Depreciation and amortization	37,934		31,815
Relocation costs	1,215		—
Integration expenses	—		545
Early retirement incentive expense	—		1,150
	802,337		746,746
Operating income	141,346		140,942
Interest expense and other	19,710		17,232
Income from continuing operations before income taxes	121,636		123,710
Income tax expense	42,593		47,378
Net income	$	79,043	$	76,332
Earnings per share—basic:	$	1.56	$	1.54
Weighted-average common shares outstanding—basic	50,815		49,416
Earnings per share—diluted:	$	1.50	$	1.46
Weighted-average common shares outstanding—diluted	52,806		52,271
Dividends declared and paid per common share	$	0.04	$	0.04

SEE ACCOMPANYING NOTES.

2

Triumph Group, Inc.

Consolidated Statements of Comprehensive Income

(dollars in thousands)

(unaudited)

	Three Months Ended June 30,
	2013			2012
Net income	$	79,043		$	76,332
Other comprehensive income (loss):
Foreign currency translation adjustment	(509		)	(4,422		)
Defined benefit pension plans and other postretirement benefits:
Reclassifications from accumulated other comprehensive income - (gains) losses, net of tax expense (benefits):
Amortization of net loss, net of taxes of ($1,700) and ($30)	2,831			49
Recognized prior service credits, net of taxes of $1,056 and $987	(1,759		)	(1,603		)
Total defined benefit pension plans and other postretirement benefits, net of taxes	1,072			(1,554		)
Cash flow hedges
Unrealized loss arising during period, net of tax of $140 and $62	(235		)	(101		)
Reclassification of (gain)/loss included in net earnings, net of tax of ($9) and $8	15			(12		)
Net unrealized loss cash flow hedges, net of tax	(220		)	(113		)
Total other comprehensive income (loss)	343			(6,089		)
Total comprehensive income	$	79,386		$	70,243

SEE ACCOMPANYING NOTES.

3

Triumph Group, Inc.
Consolidated Statements of Cash Flows
(dollars in thousands)

(unaudited)

	Three Months Ended June 30,
	2013			2012
Operating Activities
Net income	$	79,043		$	76,332
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	37,934			31,815
Amortization of acquired contract liabilities	(11,150		)	(6,993		)
Accretion of debt discount	145			133
Other amortization included in interest expense	1,064			945
Provision for doubtful accounts receivable	678			1,014
Provision for deferred income taxes	41,924			44,460
Employee stock-based compensation	1,328			1,532
Changes in assets and liabilities, excluding the effects of acquisitions and dispositions of businesses:
Trade and other receivables	42,082			75,167
Rotable assets	1,705			(865		)
Inventories	(72,569		)	(50,696		)
Prepaid expenses and other current assets	3,225			(242		)
Accounts payable, accrued expenses and other current liabilities	(74,490		)	(37,012		)
Accrued pension and other postretirement benefits	(37,458		)	(33,591		)
Changes in discontinued operations	—			—
Other	(1,579		)	548
Net cash provided by operating activities	11,882			102,547
Investing Activities
Capital expenditures	(56,229		)	(37,105		)
Reimbursements of capital expenditures	2,869			7
Proceeds from sale of assets	10,321			—
Acquisitions, net of cash acquired	(31,329		)	—
Net cash used in investing activities	(74,368		)	(37,098		)
Financing Activities
Net increase (decrease) in revolving credit facility	153,935			(75,326		)
Proceeds from issuance of long-term debt and capital leases	25,000			59,599
Repayment of debt and capital lease obligations	(125,186		)	(42,045		)
Payment of deferred financing costs	(357		)	(2,066		)
Dividends paid	(2,069		)	(1,997		)
Proceeds from government grant	—			1,000
Repurchase of restricted shares for minimum tax obligation	(2,726		)	(1,840		)
Proceeds from exercise of stock options	109			253
Net cash provided by (used in) financing activities	48,706			(62,422		)
Effect of exchange rate changes on cash	272			(693		)
Net change in cash	(13,508		)	2,334
Cash and cash equivalents at beginning of period	32,037			29,662
Cash and cash equivalents at end of period	$	18,529		$	31,996

SEE ACCOMPANYING NOTES.

4

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

1.     BASIS OF PRESENTATION AND ORGANIZATION

The accompanying unaudited consolidated financial statements of Triumph Group, Inc. (the “Company”) have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair presentation of the results of operations, financial position and cash flows. The results of operations for the three months ended June 30, 2013 are not necessarily indicative of results that may be expected for the year ending March 31, 2014. The accompanying consolidated financial statements are unaudited and should be read in conjunction with the fiscal 2013 audited consolidated financial statements and notes thereto, included in the Company's Form 10-K for the year ended March 31, 2013 filed in May 2013.

The Company designs, engineers, manufactures, repairs and overhauls a broad portfolio of aerostructures, aircraft components, accessories, subassemblies and systems. The Company serves a broad, worldwide spectrum of the aviation industry, including original equipment manufacturers of commercial, regional, business and military aircraft and aircraft components, as well as commercial and regional airlines and air cargo carriers.

Effective April 1, 2013, the Company prospectively adopted accounting guidance requiring disclosure of items reclassified from other comprehensive income (loss) to net income by their respective income statement line item. For items not reclassified to net income in their entirety, the Company is required to reference other disclosures that provide greater detail about these reclassifications. Refer to "Note 12 Stockholders' Equity" of this Form 10-Q for further information. Other than the additional disclosures, the adoption of the guidance did not have an impact on the Company's financial statements.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Revenue Recognition

Revenues are generally recognized in accordance with the contract terms when products are shipped, delivery has occurred or services have been rendered, pricing is fixed and determinable, and collection is reasonably assured. A significant portion of the Company’s contracts are within the scope of the Revenue - Construction-Type and Production-Type Contracts topic of the Accounting Standards Codification (“ASC”) and revenue and costs on contracts are recognized using the percentage-of-completion method of accounting. Accounting for the revenue and profit on a contract requires estimates of (1) the contract value or total contract revenue, (2) the total costs at completion, which is equal to the sum of the actual incurred costs to date on the contract and the estimated costs to complete the contract’s scope of work and (3) the measurement of progress towards completion. Depending on the contract, the Company measures progress toward completion using either the cost-to-cost method or the units-of-delivery method of accounting, with the great majority measured under the units-of-delivery method of accounting.

• Under the cost-to-cost method of accounting, 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 the progress toward completion. Revenue represents the sum of costs and profit on the contract for the period.

• Under the units-of-delivery method of accounting, 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 of accounting 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

5

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

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

For the three months ended June 30, 2013, cumulative catch-up adjustments from changes in estimates decreased operating income, net income and earnings per share by approximately $(4,685), $(3,044) and $(0.06) net of tax, respectively. The cumulative catch-up adjustments to operating income for the three months ended June 30, 2013 included gross favorable adjustments of approximately $7,828 and gross unfavorable adjustments of approximately $(12,513). For the three months ended June 30, 2012, cumulative catch-up adjustments from changes in estimates decreased operating income, net income and earnings per share by approximately $(1,299), $(802) and $(0.02) net of tax, respectively.

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

Although fixed-price contracts, which extend several years into the future, generally permit the Company to keep unexpected profits if costs are less than projected, the Company also bears the risk that increased or unexpected costs may reduce profit or cause the Company to sustain losses on the contract. In a fixed-price contract, the Company must fully absorb cost overruns, notwithstanding the difficulty of estimating all of the costs the Company will incur in performing these contracts and in projecting the ultimate level of revenue that may otherwise be achieved.

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

Included in net sales of the Aerostructures Group is the non-cash amortization of acquired contract liabilities recognized as fair value adjustments through provisional purchase accounting of the acquisition of Vought Aircraft Industries, Inc. ("Vought") on June 16, 2010. For the three months ended June 30, 2013 and 2012, the Company recognized $6,141 and $6,993, respectively, into net sales in the accompanying consolidated statements of income.

Included in net sales of the Aerospace Systems Group is the non-cash amortization of acquired contract liabilities recognized as fair value adjustments through provisional purchase accounting of the acquisition of Goodrich Corporation (Goodrich Pump & Engine Control Systems) ("GPECS") on March 18, 2013. For the three months ended June 30, 2013, the Company recognized $5,009 into net sales in the accompanying consolidated statements of income.

The Aftermarket Services Group provides repair and overhaul services, a small portion of which services are provided under long-term power-by-the-hour contracts. The Company applies the proportional performance method of accounting to recognize revenue under these contracts. Revenue is recognized over the contract period as units are delivered based on the relative value in proportion to the total estimated contract consideration. In estimating the total contract consideration, management evaluates the projected utilization of its customers’ fleet over the term of the contract, in connection with the

6

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

related estimated repair and overhaul servicing requirements to the fleet based on such utilization. Changes in utilization of the fleet by customers, among other factors, may have an impact on these estimates and require adjustments to estimates of revenue to be realized.

Concentration of Credit Risk

The Company’s trade accounts receivable are exposed to credit risk. However, the risk is limited due to the diversity of the customer base and the customer base’s wide geographical area. Trade accounts receivable from The Boeing Company (“Boeing”) (representing commercial, military and space) represented approximately 28% and 32% of total trade accounts receivable as of June 30, 2013 and March 31, 2013, respectively. The Company had no other concentrations of credit risk of more than 10%. Sales to Boeing for the three months ended June 30, 2013 were $425,114, or 45% of net sales, of which $397,314, $20,774 and $7,026 were from the Aerostructures segment, the Aerospace Systems segment and Aftermarket Services segment, respectively. Sales to Boeing for the three months ended June 30, 2012 were $426,881, or 48% of net sales, of which $402,000, $17,966 and $6,915 were from the Aerostructures segment, the Aerospace Systems segment and Aftermarket Services segment, respectively. No other single customer accounted for more than 10% of the Company’s net sales. However, the loss of any significant customer, including Boeing, could have a material adverse effect on the Company and its operating subsidiaries.

Stock-Based Compensation

The Company recognizes compensation expense for share-based awards based on the fair value of those awards at the date of grant. Stock-based compensation expense for the three months ended June 30, 2013 and 2012 was $1,328 and $1,532, respectively. The Company has classified share-based compensation within selling, general and administrative expenses to correspond with the same line item as the majority of the cash compensation paid to employees. Upon the exercise of stock options or vesting of restricted stock, the Company first transfers treasury stock, then issues new shares.

Intangible Assets

The components of intangible assets, net, are as follows:

	June 30, 2013
	Weighted- Average Life	Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships	16.5	$	592,917	$	(108,086	)	$	484,831
Product rights, technology and licenses	11.3	56,876		(29,146		)	27,730
Non-compete agreements and other	9.9	1,705		(1,226		)	479
Tradename	Indefinite-lived	438,400		—			438,400
Total intangibles, net		$	1,089,898	$	(138,458	)	$	951,440

	March 31, 2013
	Weighted- Average Life	Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships	16.5	$	588,761	$	(98,483	)	$	490,278
Product rights and licenses	11.3	56,876		(27,775		)	29,101
Non-compete agreements and other	8.8	2,205		(1,625		)	580
Tradename	Indefinite-lived	438,400		—			438,400
Total intangibles, net		$	1,086,242	$	(127,883	)	$	958,359

Amortization expense for the three months ended June 30, 2013 and 2012 was $11,533 and $8,566, respectively.

7

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Warranty Reserves

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

The following is a rollforward of the warranty reserves for the three months ended June 30, 2013 and 2012, respectively:

	2013			2012
Balance, March 31	$	21,775		$	14,473
Charges (credits) to costs and expenses	917			(323		)
Write-offs, net of recoveries	(630		)	(491		)
Exchange rate changes	4			(18		)
Balance, June 30	$	22,066		$	13,641

Supplemental Cash Flow Information

The Company paid $672 and $2,408 for income taxes, net of refunds received, for the three months ended June 30, 2013 and 2012, respectively. The Company made interest payments of $11,589 and $13,125 for the three months ended June 30, 2013 and 2012, respectively.

During the three months ended June 30, 2013 and 2012, the Company financed $26 and $25 of property and equipment additions through capital leases, respectively. During the three months ended June 30, 2013 and 2012, the Company issued 1,849,548 and 310,629 shares, respectively, in connection with certain redemptions of convertible senior subordinated notes (see Note 6).

3.     ACQUISITIONS

Acquisitions of Primus Composites

Effective May 6, 2013, the Company acquired four related entities collectively comprising the Primus Composites ("Primus") business from Precision Castparts Corp. The acquired business, which includes two manufacturing facilities in Farnborough, England and Rayong, Thailand, will operate as Triumph Structures - Farnborough and Triumph Structures - Thailand and be included in the Aerostructures Group. Together, Triumph Structures - Farnborough and Triumph Structures - Thailand constitute a global supplier of composite and metallic propulsion and structural composites and assemblies. In addition to its composite operations, the Thailand operation also machines and processes metal components.

The purchase price for the Primus acquisition was $33,530 in cash and $30,000 in assumed debt settled at closing. Goodwill in the amount of $5,532 was recognized for this acquisition and is calculated as the excess of consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized such as assembled workforce. The goodwill is not deductible for tax purposes. The Company has also identified intangible assets related to customer relationships valued at approximately $4,168 with a weighted-average life of 16.0 years.

The accounting for a business combination is dependent upon obtaining valuations and other information for certain assets and liabilities which have not yet been completed or obtained to a point where definitive estimates can be made. The process for estimating the fair values of identified intangible assets, certain tangible assets and assumed liabilities require the use of judgment to determine the appropriate assumptions.

As the acquisition occurred during our fiscal quarter, substantially all of the purchase price allocation for Primus is provisional. As the Company finalizes estimates of the fair value of assets acquired and liabilities assumed, additional purchase

8

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

3.     ACQUISITIONS (Continued)

price adjustments will be recorded during the measurement period not to exceed one year beyond the acquisition date. These adjustments may have a material impact on the Company's results of operations and financial position.

The table below presents the provisional estimated fair value of assets acquired and liabilities assumed on the acquisition date based on the best information it has received to date, in accordance with ASC 805. These estimates will be revised as the Company receives final appraisal of tangible and intangible assets, certain liabilities assumed and other information related to the Primus acquisition. Accordingly, the amounts below report the Company's best estimate of the fair value based on the information available at this time:

	May 6, 2013
Cash	$	2,201
Accounts receivable	17,349
Inventory	19,102
Prepaid expenses and other	883
Property and equipment	47,244
Goodwill	5,532
Intangibles assets	4,168
Other noncurrent assets	5,546
Total assets	$	102,025
Accounts payable	$	10,027
Accrued expenses	23,704
Deferred taxes	4,764
Total liabilities	$	38,495

The provisional amounts recognized are based on the Company's best estimates using information that it has obtained as of the reporting date. The Company will finalize its estimates once it is able to determine that it has obtained all necessary information that existed as of the acquisition date related to these matters or one year following the acquisition of Primus, whichever is earlier.

The Primus acquisition has been accounted for under the acquisition method and, accordingly, is included in the consolidated financial statements from the effective date of acquisition. The Primus acquisition was funded by the Company's long-term borrowings in place at the date of acquisition. The Company incurred $1,386 in acquisition-related costs in connection with the Primus acquisition, which is recorded in selling, general and administrative expenses in the accompanying Consolidated Statements of Income.

FISCAL 2013 ACQUISTIONS

Acquisition of Goodrich Corporation (Goodrich Pump & Engine Control Systems)

Effective March 18, 2013, a wholly-owned subsidiary of the Company, Triumph Engine Control Systems, LLC, acquired the assets of Goodrich Corporation (Goodrich Pump & Engine Control Systems) ("GPECS"), a leading independent aerospace fuel system supplier for the commercial, military, helicopter and business jet markets. The acquisition of GPECS provides new capabilities in a market where the Company does not currently participate and further diversifies its customer base in electronic engine controls, fuel metering units and main fuel pumps for both OE and aftermarket/spares end markets. The results for Triumph Engine Control Systems, LLC are included in the Aerospace Systems Group segment from the date of acquisition.

The purchase price for the GPECS acquisition was $208,650. Goodwill in the amount of $94,793 was recognized for this acquisition and is calculated as the excess of consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized such as

9

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

3.     ACQUISITIONS (Continued)

assembled workforce. The goodwill is deductible for tax purposes. The Company has also identified intangible assets valued at approximately $109,100 with a weighted-average life of 18.2 years.

The accounting for a business combination is dependent upon obtaining valuations and other information for certain assets and liabilities which have not yet been completed or obtained to a point where definitive estimates can be made. The process for estimating the fair values of identified intangible assets, certain tangible assets and assumed liabilities require the use of judgment to determine the appropriate assumptions.

As the Company finalizes estimates of the fair value of assets acquired and liabilities assumed, substantially all of the purchase price allocation for GPECS is provisional. Additional purchase price adjustments will be recorded during the measurement period not to exceed one year beyond the acquisition date. These adjustments may have a material impact on the Company's results of operations and financial position.

The table below presents the provisional estimated fair value of assets acquired and liabilities assumed on the acquisition date based on the best information it has received to date, in accordance with ASC 805. The Company is awaiting final appraisal of tangible assets, intangible assets and certain contingent liabilities related to the GPECS acquisition. Accordingly, the Company has adjusted the value of intangible assets, property and equipment and contingent liabilities to draft appraisals. During the three months ended June 30, 2013, the Company recognized an increase of $29,511 in the provisional value of intangible assets as a result of the recognition of a definite-lived technology intangible asset and changes in the fair value of customer relationships acquired. Additionally, the Company recognized other immaterial adjustments to various assets acquired and liabilities assumed as of the acquisition date. These purchase price adjustments decreased the provisionally recognized goodwill by $27,963 and have been reflected retrospectively as of March 31, 2013 in the accompanying Consolidated Balance Sheet. The effect on net income for the period March 18, 2013 through March 31, 2013 was not material. Therefore, the allocation of the purchase price of the GPECS acquisition is not complete and the amounts below report the Company's best estimate of the fair value based on the information available at this time:

	March 18, 2013
Accounts receivable	$	15,888
Inventory	41,219
Prepaid expenses and other	568
Property and equipment	26,906
Goodwill	94,793
Intangibles assets	109,100
Deferred taxes	34,936
Total assets	$	323,410
Accounts payable	$	16,000
Accrued expenses	15,771
Acquired contract liabilities, net	80,000
Other noncurrent liabilities	2,989
Total liabilities	$	114,760

10

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

3.     ACQUISITIONS (Continued)

The following table is a summary of the fair value estimates of the identifiable intangible assets and their estimated useful lives:

	Estimated Useful Life	Estimated Fair Value
Technology	10 years	$	19,100
Customer relationships	20 years	90,000
		$	109,100

Based on the information accumulated to date, the Company's current assessment of the probable outcome of environmental and legal contingencies, the Company has recognized provisional liabilities which resulted in an amount of $2,800. The provisional amounts recognized are based on the Company's best estimates using information that it has obtained as of the reporting date. The Company will finalize its estimates once it is able to determine that it has obtained all necessary information that existed as of the acquisition date related to these matters or one year following the acquisition of GPECS, whichever is earlier.

The GPECS acquisition has been accounted for under the acquisition method and, accordingly, is included in the consolidated financial statements from the effective date of acquisition. The GPECS acquisition was funded by the Company's long-term borrowings in place at the date of acquisition. The Company incurred $475 for the three months ended June 30, 2013 and $2,936 for the fiscal year ended March 31, 2013 in acquisition-related costs in connection with the GPECS acquisition, which is recorded in selling, general and administrative expenses in the respective Consolidated Statement of Income.

Acquisition of Embee, Inc.

Effective December 19, 2012, the Company acquired all of the outstanding shares of Embee, Inc. ("Embee"), renamed Triumph Processing — Embee Division, Inc., which is a leading commercial metal finishing provider offering more than seventy metal finishing, inspecting and testing processes primarily for the aerospace industry. The acquisition of Embee expands the Company's current capabilities to provide comprehensive processing services on precision engineered parts for hydraulics, landing gear, spare parts and electronic actuation systems. The results for Triumph Processing — Embee Division, Inc. are included in the Aerospace Systems Group segment.

The purchase price for the Embee acquisition was $141,863. Goodwill in the amount of $69,740 was recognized for this acquisition and is calculated as the excess of consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized such as assembled workforce. The goodwill is deductible for tax purposes. The Company has also identified intangible assets valued at $55,501 with a weighted-average life of 10.0 years. The Company has recorded its best estimate of the value of the assets and liabilities; however, the allocation of the purchase price for Embee is not complete. The purchase consideration will be finalized upon the settlement of working capital adjustments with the prior owners. The Company is also awaiting final appraisal of tangible assets, intangible assets and certain contingent liabilities related to the Embee acquisition. Accordingly, the Company has adjusted the value of intangible assets, property and equipment and contingent liabilities to draft appraisals. Therefore, the allocation of the purchase price of the Embee acquisition is not complete. The measurement period adjustments recorded during the three months ended June 30, 2013 were not material to the financial statements.

11

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

3.     ACQUISITIONS (Continued)

The table below presents the provisional estimated fair value of assets acquired and liabilities assumed on the acquisition date based on the best information it has received to date, in accordance with ASC 805:

	December 19, 2012
Cash	$	750
Accounts receivable	6,956
Inventory	411
Prepaid expenses and other	507
Property and equipment	14,360
Goodwill	69,740
Intangible assets	55,501
Deferred taxes	509
Other assets	6,738
Total assets	$	155,472
Accounts payable	$	1,591
Accrued expenses	2,458
Other noncurrent liabilities	9,560
Total liabilities	$	13,609

Based on the information accumulated to date, and the Company's current assessment of the probable outcome of environmental contingencies, the Company has recognized a provisional liability and an estimated indemnification asset, which resulted in a net amount of $10,060. The provisional amounts recognized are based on the Company's best estimate using information that it has obtained as of the reporting date. The Company will finalize its estimate once it is able to determine that it has obtained all necessary information that existed as of the acquisition date related to this matter or one year following the acquisition of Embee, whichever is earlier.

The following table is a summary of the fair value estimates of the identifiable intangible assets and their estimated useful lives:

	Estimated Useful Life	Estimated Fair Value
Tradename	Indefinite-lived	$	13,400
Customer relationships	10 years	42,101
		$	55,501

The Embee acquisition has been accounted for under the acquisition method and, accordingly, is included in the consolidated financial statements from the effective date of acquisition. The Embee acquisition was funded by the Company's long-term borrowings in place at the date of acquisition. The Company incurred $80 for the three months ended June 30, 2013 and $805 for the fiscal year ended March 31, 2013 in acquisition-related costs in connection with the Embee acquisition, which is recorded in selling, general and administrative expenses in the respective Consolidated Statement of Income.

The acquisitions of GPECS and Embee are herein referred to as the "fiscal 2013 acquisitions."

The pro forma results presented below include the effects of the Primus acquisition and the fiscal 2013 acquisitions as if they had been consummated as of April 1, 2012. The pro forma results include the amortization associated with an estimate of acquired intangible assets and interest expense on debt to fund these acquisitions, as well as fair value adjustments for property and equipment and off-market contracts. To better reflect the combined operating results, nonrecurring charges directly attributable to the transaction have been excluded. In addition, the pro forma results do not include any expected benefits of the acquisitions. Accordingly, the pro forma results are not necessarily indicative of either future results of operations or results

12

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

3.     ACQUISITIONS (Continued)

that might have been achieved had the acquisitions been consummated as of April 1, 2012 and have been included in the Company's results of operations for fiscal years 2014 and 2013.

	Three Months Ended June 30,
	2013		2012
Net Sales	$	948,879	$	957,289
Net income	79,199		81,384
Earnings per share—basic	$	1.56	$	1.65
Earnings per share—diluted	$	1.50	$	1.56

4.     DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

In April 2013, the Company sold the assets and liabilities of Triumph Instruments - Burbank and Triumph Instruments - Ft. Lauderdale ("Triumph Instruments") for total proceeds of $11,426 including cash received at closing of $9,676, a note of $1,500, and the remaining amount held in escrow, resulting in a loss of $1,462 recognized during the year ended March 31, 2013. The assets and liabilities of Triumph Instruments were classified as held for sale as of March 31, 2013. The loss on the sale of the assets and liabilities of Triumph Instruments is included in the Consolidated Statements of Income within selling, general and administrative expenses for the year ended March 31, 2013. The operating results of Triumph Instruments were included in the Aftermarket Services Group through the date of disposal. The Company expects to have significant continuing involvement in the business and markets of the disposed entities, as defined by ASC 205-20, Discontinued Operations; and, therefore, as a result,the disposal group does not meet the criteria to be classified as discontinued operations.

To measure the amount of impairment, the Company compared the fair value of assets and liabilities at the evaluation date to the carrying amount at the end of the month prior to the evaluation date. The sale of the Triumph Instruments assets and liabilities are categorized as Level 2 within the fair value hierarchy. The key assumption included the negotiated sales price of the assets and the assumptions of the liabilities (see Note 7 below for definition of levels).

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

	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

13

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

5.    INVENTORIES

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

	June 30, 2013			March 31, 2013
Raw materials	$	83,363		$	70,242
Work-in-process, including manufactured and purchased components	1,051,086			965,825
Finished goods	86,565			75,763
Less: unliquidated progress payments	(134,261		)	(124,128		)
Total inventories	$	1,086,753		$	987,702

Work-in-process inventory includes capitalized pre-production costs. Capitalized pre-production costs include nonrecurring engineering, planning and design, including applicable overhead, incurred before production is manufactured on a regular basis. Significant customer-directed work changes can also cause pre-production costs to be incurred. These costs are typically recovered over a contractually determined number of ship set deliveries and the Company believes these amounts will be fully recovered. The balance of capitalized pre-production costs at June 30, 2013 and March 31, 2013 was $86,088 and $71,167, respectively, related to the Company's contract with Bombardier for the Global 7000/8000 program.

The Company is still in the early-development stages for the Bombardier Global 7000/8000 program, as these aircrafts are not scheduled to enter service until 2014 or later. Transition of this program from development to recurring production levels is dependent upon the success of the program at achieving flight testing and certification, as well as the ability of the Bombardier Global 7000/8000 program to generate acceptable levels of aircraft sales. The failure to achieve these milestones and level of sales or significant cost overruns may result in an impairment of the capitalized pre-production costs.

6.    LONG-TERM DEBT

Long-term debt consists of the following:

	June 30, 2013		March 31, 2013
Revolving credit facility	$	249,784	$	95,849
Receivable securitization facility	160,900		150,000
Equipment leasing facility and other capital leases	57,650		61,449
Secured promissory notes	8,741		8,741
Senior subordinated notes due 2017	173,418		173,344
Senior notes due 2018	348,203		348,133
Senor notes due 2021	375,000		375,000
Convertible senior subordinated notes	32,109		109,369
Other debt	7,978		7,978
	1,413,783		1,329,863
Less current portion	56,457		133,930
	$	1,357,326	$	1,195,933

14

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

6. LONG-TERM DEBT (Continued)

Revolving Credit Facility

On May 23, 2012, the Company amended and restated its existing credit agreement (the “Credit Facility”) with its lenders to (i) increase the availability under the Credit Facility to $1,000,000, with a $50,000 accordion feature, from $850,000, (ii) extend the maturity date to May 23, 2017, and (iii) amend certain other terms and covenants. In connection with the amendment to the Credit Facility, the Company incurred $2,100 of financing costs. These costs, along with the $7,000 of unamortized financing costs prior to the closing, are being amortized over the remaining term of the Credit Facility.

On April 5, 2011, in connection with a prior amendment and restatement of the Credit Facility, the Company extinguished its then-outstanding term loan credit agreement (the “Term Loan”) at face value of $350,000, plus accrued interest. As a result, the Company recognized a pre-tax loss on extinguishment of debt of $7,712 associated with the write-off of the remaining unamortized discount and deferred financing fees on the Term Loan included in Interest expense and other for the three months ended June 30, 2012.

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

The Credit Facility bears interest at either: (i) LIBOR plus between 1.50% and 2.75%; (ii) the prime rate; or (iii) an overnight rate at the option of the Company. The applicable interest rate is based upon the Company’s ratio of total indebtedness to earnings before interest, taxes, depreciation and amortization. In addition, the Company is required to pay a commitment fee of between 0.30% and 0.50% on the unused portion of the Credit Facility. The Company’s obligations under the Credit Facility are guaranteed by the Company’s domestic subsidiaries.

At June 30, 2013, there were $249,784 in borrowings and $36,246 in letters of credit outstanding under the Credit Facility primarily to support insurance policies. At March 31, 2013, there were $95,849 in borrowings and $31,415 in letters of credit outstanding under the Credit Facility primarily to support insurance policies. The level of unused borrowing capacity under the Credit Facility varies from time to time depending in part upon its compliance with financial and other covenants set forth in the related agreement. The Credit Facility contains certain affirmative and negative covenants including limitations on specified levels of indebtedness to earnings before interest, taxes, depreciation and amortization, and interest coverage requirements, and includes limitations on, among other things, liens, mergers, consolidations, sales of assets, and incurrence of debt. If an event of default were to occur under the Credit Facility, the lenders would be entitled to declare all amounts borrowed under it immediately due and payable. The occurrence of an event of default under the Credit Facility could also cause the acceleration of obligations under certain other agreements. The Company is currently in compliance with all such covenants. As of June 30, 2013, the Company had borrowing capacity under this facility of $713,970 after reductions for borrowings and letters of credit outstanding under the facility.

Receivables Securitization Facility

In February 2013, the Company amended its $175,000 receivable securitization facility (the “Securitization Facility”) extending the term through February 2016. In connection with the Securitization Facility, the Company sells on a revolving basis certain trade accounts receivable to Triumph Receivables, LLC, a wholly-owned special-purpose entity, which in turn sells a percentage ownership interest in the receivables to commercial paper conduits sponsored by financial institutions. The Company is the servicer of the trade accounts receivable under the Securitization Facility. As of June 30, 2013, the maximum amount available under the Securitization Facility was $175,000. Interest rates are based on prevailing market rates for short-term commercial paper, plus a program fee and a commitment fee. The program fee is 0.43% on the amount outstanding under the Securitization Facility. Additionally, the commitment fee is 0.43% on 102.00% of the maximum amount available under the Securitization Facility. At June 30, 2013, there was $160,900 outstanding under the Securitization Facility. In connection

15

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

6. LONG-TERM DEBT (Continued)

with amending the Securitization Facility, the Company incurred approximately $196 of financing costs. These costs, along with the $537 of unamortized financing costs prior to the amendment, are being amortized over the life of the Securitization Facility. The Company securitizes its trade accounts receivable, which are generally non-interest bearing, in transactions that are accounted for as borrowings pursuant to the Transfers and Servicing topic of the Accounting Standards Codification.

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

Capital Leases

During the three months ended June 30, 2013 and 2012, the Company entered into new capital leases in the amount of $26 and $25, respectively, to finance a portion of the Company’s capital additions for the period. During the three months ended June 30, 2013 and 2012, the Company obtained financing for existing fixed assets in the amount of $0 and $11,199, respectively.

Senior Subordinated Notes Due 2017

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

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

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

Upon the occurrence of a change-of-control, the Company must offer to purchase the 2017 Notes from holders at 101% of their principal amount plus accrued and unpaid interest, if any, to the date of purchase.

The 2017 Indenture contains covenants that, among other things, limit the Company’s ability, and the ability of any of the Guarantor Subsidiaries, to (i) grant liens on its assets, (ii) make dividend payments, other distributions or other restricted payments, (iii) incur restrictions on the ability of the Guarantor Subsidiaries to pay dividends or make other payments, (iv) enter into sale and leaseback transactions, (v) merge, consolidate, transfer or dispose of substantially all of their assets,

16

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

6. LONG-TERM DEBT (Continued)

(vi) incur additional indebtedness, (vii) use the proceeds from sales of assets, including capital stock of restricted subsidiaries, and (viii) enter into transactions with affiliates. The Company is currently in compliance with all such covenants.

Senior Notes Due 2018

On June 16, 2010, in connection with the acquisition of Vought, the Company issued $350,000 principal amount of 8.63% Senior Notes due 2018 (the “2018 Notes”). The 2018 Notes were sold at 99.27% of principal amount and have an effective interest yield of 8.75%. Interest on the 2018 Notes accrues at the rate of 8.63% per annum and is payable semiannually in cash in arrears on January 15 and July 15 of each year. In connection with the issuance of the 2018 Notes, the Company incurred approximately $7,307 of costs, which were deferred and are being amortized on the effective interest method over the term of the 2018 Notes.

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

The Company may redeem some or all of the 2018 Notes prior to July 15, 2014 by paying a “make-whole” premium. The Company may redeem some or all of the 2018 Notes on or after July 15, 2014 at specified redemption prices. In addition, prior to July 15, 2013, the Company may redeem up to 35% of the 2018 Notes with the net proceeds of certain equity offerings at a redemption price equal to 108.625% of the aggregate principal amount plus accrued and unpaid interest, if any, subject to certain limitations set forth in the indenture governing the 2018 Notes (the “2018 Indenture”).

The Company is obligated to offer to repurchase the 2018 Notes at a price of (a) 101% of their principal amount plus accrued and unpaid interest, if any, as a result of certain change-of-control events and (b) 100% of their principal amount plus accrued and unpaid interest, if any, in the event of certain asset sales. These restrictions and prohibitions are subject to certain qualifications and exceptions.

The 2018 Indenture contains covenants that, among other things, limit the Company’s ability and the ability of any of the Guarantor Subsidiaries to (i) grant liens on its assets, (ii) make dividend payments, other distributions or other restricted payments, (iii) incur restrictions on the ability of the Guarantor Subsidiaries to pay dividends or make other payments, (iv) enter into sale and leaseback transactions, (v) merge, consolidate, transfer or dispose of substantially all of their assets, (vi) incur additional indebtedness, (vii) use the proceeds from sales of assets, including capital stock of restricted subsidiaries, and (viii) enter into transactions with affiliates. The Company is currently in compliance with all such covenants.

Senior Notes Due 2021

On February 26, 2013, the Company issued $375,000 principal amount of 4.875% Senior Notes due 2021 (the "2021 Notes"). The 2021 Notes were sold at 100% of principal amount and have an effective interest yield of 4.875%. Interest on the Notes accrues at the rate of 4.875% per annum and is payable semiannually in cash in arrears on April 1 and October 1 of each year, commencing on October 1, 2013. In connection with the issuance of the 2021 Notes, the Company incurred approximately $6,327 of costs, which were deferred and are being amortized on the effective interest method over the term of the 2021 Notes.

The 2021 Notes are the Company's senior unsecured obligations and rank equally in right of payment with all of its other existing and future senior unsecured indebtedness and senior in right of payment to all of its existing and future subordinated indebtedness. The 2021 Notes are guaranteed on a full, joint and several basis by each of the Guarantor Subsidiaries.

The Company may redeem some or all of the 2021 Notes prior to April 1, 2017 by paying a "make-whole" premium. The Company may redeem some or all of the 2021 Notes on or after April 1, 2017 at specified redemption prices. In addition, prior to April 1, 2016, the Company may redeem up to 35% of the 2021 Notes with the net proceeds of certain equity offerings at a redemption price equal to 104.875% of the aggregate principal amount plus accrued and unpaid interest, if any, subject to certain limitations set forth in the indenture governing the 2021 Notes (the "2021 Indenture").

17

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

6. LONG-TERM DEBT (Continued)

The Company is obligated to offer to repurchase the 2021 Notes at a price of (i) 101% of their principal amount plus accrued and unpaid interest, if any, as a result of certain change of control events and (ii) 100% of their principal amount plus accrued and unpaid interest, if any, in the event of certain asset sales. These restrictions and prohibitions are subject to certain qualifications and exceptions.

The 2021 Indenture contains covenants that, among other things, limit the Company's ability and the ability of any of the Guarantor Subsidiaries to (i) grant liens on its assets, (ii) make dividend payments, other distributions or other restricted payments, (iii) incur restrictions on the ability of the Guarantor Subsidiaries to pay dividends or make other payments, (iv) enter into sale and leaseback transactions, (v) merge, consolidate, transfer or dispose of substantially all of their assets, (vi) incur additional indebtedness, (vii) use the proceeds from sales of assets, including capital stock of restricted subsidiaries, and (viii) enter into transactions with affiliates.

Convertible Senior Subordinated Notes

On September 18, 2006, the Company issued $201,250 in convertible senior subordinated notes (the “Convertible Notes”). The Convertible Notes are direct, unsecured, senior subordinated obligations of the Company, and rank (i) junior in right of payment to all of the Company’s existing and future senior indebtedness, (ii) equal in right of payment with any other future senior subordinated indebtedness, and (iii) senior in right of payment to all subordinated indebtedness.

The Company received net proceeds from the sale of the Convertible Notes of approximately $194,998 after deducting debt issuance expenses of approximately $6,252. The net proceeds from the sale were used for prepayment of the Company’s then-outstanding senior notes, including a make-whole premium, fees and expenses in connection with the prepayment, and to repay a portion of the outstanding indebtedness under the Company’s then-existing credit facility. Debt issuance costs were fully amortized as of September 30, 2011.

The Convertible Notes bear interest at a fixed rate of 2.63% per annum, payable in cash semiannually in arrears on each April 1 and October 1. During the period commencing on October 6, 2011 and ending on, but excluding, April 1, 2012 and for each six-month period from October 1 to March 31 or from April 1 to September 30 thereafter, the Company will pay contingent interest during the applicable interest period if the average trading price of a note for the five consecutive trading days ending on the third trading day immediately preceding the first day of the relevant six-month period equals or exceeds 120% of the principal amount of the Convertible Notes. The contingent interest payable per note in respect of any six-month period will equal 0.25% per annum, calculated on the average trading price of a note for the relevant five trading day period. The Company expects that this contingent interest will continue to be payable on principal that remains outstanding. This contingent interest feature represents an embedded derivative. The value of the derivative was not deemed material at June 30, 2013 due to overall market volatility, recent conversions by holders of the Convertible Notes, as well as the Company's ability to call the Convertible Notes at any time after October 6, 2011.

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

The Convertible Notes mature on October 1, 2026, unless earlier redeemed, repurchased or converted. The Company may redeem the Convertible Notes for cash, in whole or in part, at any time on or after October 6, 2011 at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed plus accrued and unpaid interest, including contingent interest and additional amounts, if any, up to but not including the date of redemption. In addition, holders of the Convertible Notes will have the right to require the Company to repurchase for cash all or a portion of their Convertible Notes on October 1, 2016 and 2021, at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased plus accrued and unpaid interest, including contingent interest and additional amounts, if any, up to, but not including, the date of repurchase. On September 2, 2011, the Company submitted a tender offer of repurchase to the holders of the Convertible Notes, expiring October 3, 2011, and no notes were tendered for repurchase. The Convertible Notes are convertible into the Company’s common stock at a rate equal to 36.8257 shares per $1 principal amount of the Convertible Notes (equal to an initial conversion price of approximately $27.15 per share), subject to adjustment as described in the

18

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

6. LONG-TERM DEBT (Continued)

indenture governing the Convertible Notes. Upon conversion, the Company will deliver to the holder surrendering the Convertible Notes for conversion, for each $1 principal amount of Convertible Notes, an amount consisting of cash equal to the lesser of $1 and the Company’s total conversion obligation and, to the extent that the Company’s total conversion obligation exceeds $1, at the Company’s election, cash or shares of the Company’s common stock in respect of the remainder.

The Convertible Notes are eligible for conversion upon meeting certain conditions as provided in the indenture governing the Convertible Notes. For the periods from January 1, 2011 through June 30, 2013, the Convertible Notes were eligible for conversion. During the fiscal years ended March 31, 2013 and 2012, the Company settled the conversion of $19,286 and $50,395, respectively, in principal value of the Convertible Notes, as requested by the respective holders, with the principal settled in cash and the conversion benefit settled through the issuance of 395,269 and 772,438 shares, respectively. During the three months ended June 30, 2013, the Company settled the conversion of $77,260 in principal value of the Convertible Notes, as requested by the respective holders, with the principal settled in cash and the conversion benefit settled through the issuance of 1,849,548 shares. In July 2013, the Company delivered a notice to holders of the Convertible Notes to the effect that, for at least 20 trading days during the 30 consecutive trading days preceding June 30, 2013, the closing price of the Company's common stock was greater than or equal to 130% of the conversion price of such notes on the last trading day. Under the terms of the Convertible Notes, the increase in the Company's stock price triggered a provision, which gave holders of the Convertible Notes a put option through September 30, 2013. Accordingly, the balance sheet classification of the Convertible Notes will be short term for as long as the put option remains in effect.

To be included in the calculation of diluted earnings per share, the average price of the Company’s common stock for the quarter must exceed the conversion price per share of $27.16. The average price of the Company’s common stock for the three months ended June 30, 2013 and 2012 was $77.45 and $60.43, respectively. Therefore, for the three months ended June 30, 2013 and 2012, there were 1,692,709 and 2,455,080 additional shares, respectively, included in the calculation of diluted earnings per share. If the Company undergoes a fundamental change, holders of the Convertible Notes will have the right, subject to certain conditions, to require the Company to repurchase for cash all or a portion of their Convertible Notes at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased plus accrued and unpaid interest, including contingent interest and additional amounts if any.

7.    FAIR VALUE MEASUREMENTS

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

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

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

Level 3.    Unobservable inputs for the asset or liability

19

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

7.    FAIR VALUE MEASUREMENTS (Continued)

Recurring Measurements

The following table provides the assets (liabilities) reported at fair value and measured on a recurring basis as of June 30, 2013 and March 31, 2013:

Description	Level	June 30, 2013			March 31, 2013
Contingent consideration	3	$	(2,689	)	$	(2,614	)
Derivatives	2	(141		)	209

The fair value of the contingent consideration at the date of the acquisition of Aviation Network Services, LLC was $1,926, which was estimated using the income approach based on significant inputs that are not observable in the market. Key assumptions included a discount rate and probability assessments of each milestone payment being made. The assumptions used to develop the estimate were updated during the three months ended June 30, 2013, based on the underlying earnings projections exceeding initial assumptions. In July 2013, the Company paid the first installment of $1,100 related to this contingent consideration obligation.

Derivatives included in the table above relate to derivative financial instruments that the Company uses to manage its exposure to fluctuations in foreign currency exchange rates. Foreign currency exchange contracts are entered into to manage the exchange rate risk of forecasted foreign currency denominated cash payments. The foreign currency exchange contracts are designated as cash flow hedges. The classification of gains and losses resulting from changes in the fair values of derivatives is dependent on the intended use of the derivative and its resulting designation. Adjustments to reflect changes in fair values of derivatives attributable to the effective portion of hedges that are considered highly effective hedges are reflected net of income taxes in accumulated other comprehensive income (loss) until the hedged transaction is recognized in earnings. Changes in the fair value of the derivatives that are attributable to the ineffective portion of the hedges, or of derivatives that are not considered to be highly effective hedges, if any, are immediately recognized in earnings. The aggregate notional amount of our outstanding foreign currency exchange contracts at June 30, 2013 was $11,193, with open settlement dates up to June 30, 2014. The amount of ineffectiveness on derivatives is not significant. The Company estimates that approximately $90 of losses presently in accumulated other comprehensive income (loss) will be reclassified into earnings during the next twelve months.

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

	March 31, 2013 Balance			Net Purchases (Sales), Issues (Settlements)		Net Realized Appreciation (Depreciation)			Net Unrealized Appreciation (Depreciation)		June 30, 2013 Balance
Contingent consideration	$	(2,614	)	$	—	$	(75	)	$	—	$	(2,689	)

	March 31, 2012 Balance			Net Purchases (Sales), Issues (Settlements)		Net Realized Appreciation (Depreciation)			Net Unrealized Appreciation (Depreciation)		June 30, 2012 Balance
Contingent consideration	$	(2,019	)	$	—	$	(382	)	$	—	$	(2,401	)

20

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

7.    FAIR VALUE MEASUREMENTS (Continued)

The following table presents quantitative information for liabilities recorded at fair value using Level 3 inputs:

	June 30, 2013 Balance			Valuation Technique	Unobservable input	Range
Contingent consideration	$	(2,689	)	Discounted cash flow	Earnings of acquired company	$0 - $3,000

The Financial Instruments topic of the ASC requires disclosure of the estimated fair value of certain financial instruments. These estimated fair values as of June 30, 2013 and March 31, 2013 have been determined using available market information and appropriate valuation methodologies. Considerable judgment is required to interpret market data to develop estimates of fair value. The estimates presented are not necessarily indicative of amounts the Company could realize in a current market exchange. The use of alternative market assumptions and estimation methodologies could have had a material effect on these estimates of fair value.

Nonrecurring Measurements

The sale of Triumph Instruments assets and liabilities is categorized as Level 2 within the fair value hierarchy (Note 4), as of March 31, 2013.

Financial Instruments Not Recorded at Fair Value

The carrying amounts of certain of our financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximate fair value because of their short maturities (Level 1 inputs). Carrying amounts and the related estimated fair values of the Company’s financial instruments not recorded at fair value in the financial statements are as follows:

	June 30, 2013				March 31, 2013
	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt	$	1,413,783	$	1,506,278	$	1,329,863	$	1,594,800

The fair value of the long-term debt was calculated based on interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements, unless quoted market prices were available (Level 2 inputs).

Except for long-term debt, the Company's financial instruments are highly liquid or have short-term maturities. Therefore, the recorded value is approximately equal to the fair value. The financial instruments held by the Company could potentially expose it to a concentration of credit risk. The Company invests its excess cash in money market funds and other deposit instruments placed with major banks and financial institutions. The Company has established guidelines related to diversification and maturities to maintain safety and liquidity.

21

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

8.    EARNINGS PER SHARE

The following is a reconciliation between the weighted-average outstanding shares used in the calculation of basic and diluted earnings per share:

	Three Months Ended June 30,
	(in thousands)
	2013	2012
Weighted-average common shares outstanding – basic	50,815	49,416
Net effect of dilutive stock options and nonvested stock	298	400
Potential common shares – convertible debt	1,693	2,455
Weighted-average common shares outstanding – diluted	52,806	52,271

9.    INCOME TAXES

The Company follows the Income Taxes topic of the ASC, which prescribes a recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, as well as guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

The Company has classified uncertain tax positions as noncurrent income tax liabilities unless expected to be paid in one year. Penalties and tax-related interest expense are reported as a component of income tax expense. As of June 30, 2013 and March 31, 2013, the total amount of accrued income tax-related interest and penalties was $153 and $236, respectively.

As of June 30, 2013 and March 31, 2013, the total amount of unrecognized tax benefits was $7,165 and $7,728, respectively, of which $5,381 and $5,945, respectively, would impact the effective rate, if recognized. The Company does not anticipate that total unrecognized tax benefits will be reduced in the next 12 months.

The effective income tax rate for the three months ended June 30, 2013 was 35.0% as compared to 38.3% for the three months ended June 30, 2012. For the three months ended June 30, 2013, the income tax provision was reduced to reflect the reversal of $704 of unrecognized tax benefits.

With few exceptions, the Company is no longer subject to U.S. federal income tax examinations for fiscal years ended before March 31, 2009, state or local examinations for fiscal years ended before March 31, 2007, or foreign income tax examinations by tax authorities for fiscal years ended before March 31, 2008.

As of June 30, 2013, the Company was subject to examination in one state jurisdiction for fiscal years ended March 31, 2009 through March 31, 2011. The Company has filed appeals in a prior state examination related to fiscal years ended March 31, 1999 through March 31, 2005. The fiscal year ended March 31, 2011 is currently being examined by the Internal Revenue Service. Because of net operating losses acquired as part of the acquisition of Vought, the Company is subject to U.S. federal income tax examinations and various state jurisdictions for the years ended December 31, 2004 and after related to previously filed Vought tax returns. The Company believes appropriate provisions for all outstanding issues have been made for all jurisdictions and all open years.

22

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

10.    GOODWILL

The following is a summary of the changes in the carrying value of goodwill by reportable segment, from March 31, 2013 through June 30, 2013:

	Aerostructures		Aerospace  Systems		Aftermarket Services		Total
Balance, March 31, 2013	$	1,316,450	$	345,356	$	55,986	$	1,717,792
Goodwill recognized in connection with acquisitions	5,532		—		—		5,532
Effect of exchange rate changes	475		268		—		743
Balance, June 30, 2013	$	1,322,457	$	345,624	$	55,986	$	1,724,067

11.     PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

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

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

In accordance with the Compensation – Retirement Benefits topic of the ASC, the Company has recognized the funded status of the benefit obligation as of the date of the last remeasurement, in the accompanying Consolidated Balance Sheet. The funded status is measured as the difference between the fair value of the plan’s assets and the PBO or accumulated postretirement benefit obligation of the plan. In order to recognize the funded status, the Company determined the fair value of the plan assets. The majority of the plan assets are publicly traded investments which were valued based on the market price as of the date of remeasurement. Investments that are not publicly traded were valued based on the estimated fair value of those investments based on our evaluation of data from fund managers and comparable market data.

23

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

11.     PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Continued)

Net Periodic Benefit Plan Costs

The components of net periodic benefit costs for our postretirement benefit plans are shown in the following table:

	Pension benefits
	Three Months Ended June 30,
	2013			2012
Components of net periodic benefit expense (income):
Service cost	$	3,293		$	4,626
Interest cost	23,216			24,587
Expected return on plan assets	(37,018		)	(34,334		)
Amortization of prior service costs	(1,683		)	(1,457		)
Amortization of net loss	4,531			80
Special termination benefits	—			1,150
Net periodic benefit income	$	(7,661	)	$	(5,348	)

	Other postretirement benefits
	Three Months Ended June 30,
	2013			2012
Components of net periodic benefit expense:
Service cost	$	765		$	885
Interest cost	3,138			3,940
Amortization of prior service costs	(1,132		)	(1,132		)
Net periodic benefit expense	$	2,771		$	3,693

The Company periodically experiences events or makes changes to its benefit plans that result in special charges. Some require remeasurements. The following summarizes the key events whose effects on net periodic benefit costs are included in the tables above:

• 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 "Early retirement incentive expense."

24

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

12.     STOCKHOLDERS' EQUITY

Accumulated Other Comprehensive Loss

Changes in Accumulated other comprehensive loss (AOCI) by component for the three months ended June 30, 2013 were as follows:

	Currency Translation Adjustment			Unrealized Gains and Losses on Derivative Instruments			Defined Benefit Pension Plans and Other Postretirement Benefits				Total (1)
Balance March 31, 2012	$	3,513		$	131		$	(64,616	)		$	(60,972	)
OCI before reclassifications	(509		)	(235		)	—				(744		)
Amounts reclassified from AOCI	—			15			1,072			(2)	1,087
Net current period OCI	(509		)	(220		)	1,072				343
Balance June 30, 2013	$	3,004		$	(89	)	$	(63,544	)		$	(60,629	)

(1) Net of Tax.

(2) Primarily relates to amortization of actuarial losses for the three months ended June 30, 2013 totaling $2,831 (net of tax of $1,700) which is included in the net periodic pension cost of which a portion is allocated to production as inventoried costs.

25

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

13.     SEGMENTS

The Company has three reportable segments: the Aerostructures Group, the Aerospace Systems Group and the Aftermarket Services Group. The Company’s reportable segments are aligned with how the business is managed and the markets that the Company serves are viewed. The Chief Operating Decision Maker (the “CODM”) evaluates performance and allocates resources based upon review of segment information. The CODM utilizes earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”) as a primary measure of segment profitability to evaluate performance of its segments and allocate resources.

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

The Aerospace Systems segment consists of the Company’s operations that also manufacture products primarily for the aerospace OEM market, as well as the related aftermarket. The segment’s operations design and engineer mechanical and electromechanical controls, such as hydraulic systems, main engine gearbox assemblies, accumulators, mechanical control cables and non-structural cockpit components. These products are sold primarily to various aerospace OEMs on a global basis.

The Aftermarket Services segment consists of the Company’s operations that provide maintenance, repair and overhaul services to both commercial and military markets on components and accessories manufactured by third parties. Maintenance, repair and overhaul revenues are derived from services on auxiliary power units, airframe and engine accessories, including constant-speed drives, cabin compressors, starters and generators, and pneumatic drive units. In addition, the segment’s operations repair and overhaul thrust reversers, nacelle components and flight control surfaces. The segment’s operations also perform repair and overhaul services and supply spare parts for various types of gauges for a broad range of commercial airlines on a worldwide basis.

Segment Adjusted EBITDA is total segment revenue reduced by operating expenses (less depreciation and amortization) identifiable with that segment. Corporate includes general corporate administrative costs and any other costs not identifiable with one of the Company’s segments, including early retirement incentives, such as $1,150 of special termination benefit expenses for the three months ended June 30, 2012.

The Company does not accumulate net sales information by product or service or groups of similar products and services and, therefore, the Company does not disclose net sales by product or service because to do so would be impracticable. Selected financial information for each reportable segment and the reconciliation of Adjusted EBITDA to operating income is as follows:

26

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

13.     SEGMENTS (Continued)

	Three Months Ended June 30,
	2013			2012
Net sales:
Aerostructures	$	651,888		$	669,853
Aerospace systems	219,526			140,512
Aftermarket services	74,353			79,977
Elimination of inter-segment sales	(2,084		)	(2,654		)
	$	943,683		$	887,688
Income from continuing operations before income taxes:
Operating income (expense):
Aerostructures	$	100,387		$	120,138
Aerospace systems	42,643			23,465
Aftermarket services	11,279			11,807
Corporate	(12,963		)	(14,468		)
	141,346			140,942
Interest expense and other	19,710			17,232
	$	121,636		$	123,710
Depreciation and amortization:
Aerostructures	$	26,313		$	23,904
Aerospace systems	8,539			4,474
Aftermarket services	1,877			2,326
Corporate	1,205			1,111
	$	37,934		$	31,815
Amortization of acquired contract liabilities, net:
Aerostructures	$	6,141		$	6,993
Aerospace systems	5,009			—
	11,150			6,993
Adjusted EBITDA:
Aerostructures	$	120,559		$	137,049
Aerospace systems	46,173			27,939
Aftermarket services	13,156			14,133
Corporate	(11,758		)	(12,207		)
	$	168,130		$	166,914
Capital expenditures:
Aerostructures	$	45,945		$	30,012
Aerospace systems	4,432			2,789
Aftermarket services	4,152			4,097
Corporate	1,700			207
	$	56,229		$	37,105

27

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

13.     SEGMENTS (Continued)

	June 30, 2013		March 31, 2013
Total Assets:
Aerostructures	$	3,793,775	$	3,707,527
Aerospace systems	1,054,392		1,041,935
Aftermarket services	314,094		327,609
Corporate	99,026		108,337
	$	5,261,287	$	5,185,408

During the three months ended June 30, 2013 and 2012, the Company had international sales of $145,091 and $127,111, respectively.

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

The 2017 Notes, the 2018 Notes and the 2021 Notes are fully and unconditionally guaranteed on a joint and several basis by the Guarantor Subsidiaries. The total assets, stockholders' equity, revenue, earnings and cash flows from operating activities of the Guarantor Subsidiaries exceeded a majority of the consolidated total of such items as of and for the periods reported. The only consolidated subsidiaries of the Company that are not guarantors of the 2017 Notes, the 2018 Notes and the 2021 Notes (the “Non-Guarantor Subsidiaries”) are: (a) the receivables securitization special-purpose entity; and (b) the international operating subsidiaries. The following tables present condensed consolidating financial statements including the Company (the “Parent”), the Guarantor Subsidiaries, and the Non-Guarantor Subsidiaries. Such financial statements include summary consolidating balance sheets as of June 30, 2013 and March 31, 2013, condensed consolidating statements of comprehensive income for the three months ended June 30, 2013 and 2012, and condensed consolidating statements of cash flows for the three months ended June 30, 2013 and 2012.

28

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

14. SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS (Continued)

SUMMARY CONSOLIDATING BALANCE SHEETS:

	June 30, 2013
	Parent		Guarantor  Subsidiaries		Non-Guarantor  Subsidiaries		Eliminations			Consolidated  Total
Current assets:
Cash and cash equivalents	$	3,112	$	1,858	$	13,559	$	—		$	18,529
Trade and other receivables, net	1,374		157,378		252,400		—			411,152
Inventories	—		1,034,908		51,845		—			1,086,753
Rotable assets	—		24,736		10,369		—			35,105
Deferred income taxes	—		58,874		12		—			58,886
Prepaid expenses and other	4,460		11,439		4,713		—			20,612
Total current assets	8,946		1,289,193		332,898		—			1,631,037
Property and equipment, net	11,000		776,520		97,663		—			885,183
Goodwill and other intangible assets, net	168		2,619,874		55,465		—			2,675,507
Other, net	58,314		8,908		2,338		—			69,560
Intercompany investments and advances	3,311,515		163,071		9,598		(3,484,184		)	—
Total assets	$	3,389,943	$	4,857,566	$	497,962	$	(3,484,184	)	$	5,261,287
Current liabilities:
Current portion of long-term debt	$	32,359	$	24,098	$	—	$	—		$	56,457
Accounts payable	8,672		287,940		15,798		—			312,410
Accrued expenses	47,854		177,847		22,414		—			248,115
Total current liabilities	88,885		489,885		38,212		—			616,982
Long-term debt, less current portion	1,152,216		44,210		160,900		—			1,357,326
Intercompany advances	—		2,126,246		190,424		(2,316,670		)	—
Accrued pension and other postretirement benefits, noncurrent	7,361		624,640		—		—			632,001
Deferred income taxes and other	7,296		506,390		11,872		(4,766		)	520,792
Total stockholders’ equity	2,134,185		1,066,195		96,554		(1,162,748		)	2,134,186
Total liabilities and stockholders’ equity	$	3,389,943	$	4,857,566	$	497,962	$	(3,484,184	)	$	5,261,287

29

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

14. SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS (Continued)

SUMMARY CONSOLIDATING BALANCE SHEETS:

	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		171,129		261,657		—			433,927
Inventories	—		956,880		30,822		—			987,702
Rotable assets	—		24,903		9,950		—			34,853
Deferred income taxes	—		100,533		—		—			100,533
Prepaid expenses and other	5,533		15,159		2,890		—			23,582
Assets held for sale	—		14,747		—		—			14,747
Total current assets	9,784		1,284,888		332,709		—			1,627,381
Property and equipment, net	9,999		753,510		51,575		—			815,084
Goodwill and other intangible assets, net	335		2,630,300		45,516		—			2,676,151
Other, net	58,526		7,873		393		—			66,792
Intercompany investments and advances	3,137,667		325,786		2,777		(3,466,230		)	—
Total assets	$	3,216,311	$	5,002,357	$	432,970	$	(3,466,230	)	$	5,185,408
Current liabilities:
Current portion of long-term debt	$	109,648	$	24,282	$	—	$	—		$	133,930
Accounts payable	9,400		309,363		8,663		—			327,426
Accrued expenses	35,894		231,441		9,514		—			276,849
Liabilities related to assets held for sale	—		2,621		—		—			2,621
Total current liabilities	154,942		567,707		18,177		—			740,826
Long-term debt, less current portion	998,200		47,733		150,000		—			1,195,933
Intercompany advances	—		2,193,874		202,621		(2,396,495		)	—
Accrued pension and other postretirement benefits, noncurrent	7,264		663,911		—		—			671,175
Deferred income taxes and other	10,747		522,818		—		(1,249		)	532,316
Total stockholders’ equity	2,045,158		1,006,314		62,172		(1,068,486		)	2,045,158
Total liabilities and stockholders’ equity	$	3,216,311	$	5,002,357	$	432,970	$	(3,466,230	)	$	5,185,408

30

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

14. SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME:

	Three Months Ended June 30, 2013
	Parent			Guarantor  Subsidiaries		Non-Guarantor  Subsidiaries			Eliminations			Consolidated  Total
Net sales	$	—		$	905,058	$	39,809		$	(1,184	)	$	943,683
Operating costs and expenses:
Cost of sales	—			669,202		28,453			(1,184		)	696,471
Selling, general and administrative	10,593			50,726		5,398			—			66,717
Depreciation and amortization	633			35,667		1,634						37,934
Relocation costs	—			1,215		—			—			1,215
	11,226			756,810		35,485			(1,184		)	802,337
Operating (loss) income	(11,226		)	148,248		4,324			—			141,346
Intercompany interest and charges	(57,390		)	56,430		960			—			—
Interest expense and other	18,649			1,675		(614		)	—			19,710
Income before income taxes	27,515			90,143		3,978			—			121,636
Income tax expense	8,390			33,912		291			—			42,593
Net income	19,125			56,231		3,687			—			79,043
Other comprehensive income (loss)	—			823		(480		)	—			343
Total comprehensive income	$	19,125		$	57,054	$	3,207		$	—		$	79,386

31

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

14. SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME:

	Three Months Ended June 30, 2012
	Parent			Guarantor  Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations			Consolidated  Total
Net sales	$	—		$	862,475		$	26,902		$	(1,689	)	$	887,688
Operating costs and expenses:
Cost of sales	—			635,345			17,621			(1,689		)	651,277
Selling, general and administrative	9,186			47,633			5,140			—			61,959
Depreciation and amortization	601			30,134			1,080			—			31,815
Acquisition and integration expenses	545			—			—			—			545
Early retirement incentives	1,150			—			—			—			1,150
	11,482			713,112			23,841			(1,689		)	746,746
Operating (loss) income	(11,482		)	149,363			3,061			—			140,942
Intercompany interest and charges	(49,338		)	48,512			826			—			—
Interest expense and other	15,500			2,429			(697		)	—			17,232
Income before income taxes	22,356			98,422			2,932			—			123,710
Income tax expense	10,181			36,844			353			—			47,378
Net income	12,175			61,578			2,579			—			76,332
Other comprehensive loss	—			(1,667		)	(4,422		)	—			(6,089		)
Total comprehensive income (loss)	$	12,175		$	59,911		$	(1,843	)	$	—		$	70,243

32

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

14. SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:

	Three Months Ended June 30, 2013
	Parent			Guarantor  Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations		Consolidated  Total
Net income	$	19,125		$	56,231		$	3,687		$	—	$	79,043
Adjustments to reconcile net provided by operating activities	15,244			(104,913		)	22,508			—		(67,161		)
Net cash provided by operating activities	34,369			(48,682		)	26,195			—		11,882
Capital expenditures	(1,466		)	(52,897		)	(1,866		)	—		(56,229		)
Reimbursed capital expenditures	—			2,869			—			—		2,869
Proceeds from sale of assets	—			10,321			—			—		10,321
Acquisitions, net of cash acquired	—			(22,255		)	(9,074		)	—		(31,329		)
Net cash used in investing activities	(1,466		)	(61,962		)	(10,940		)	—		(74,368		)
Net decrease in revolving credit facility	153,935			—			—			—		153,935
Proceeds on issuance of debt	—			—			25,000			—		25,000
Retirements and repayments of debt	(107,320		)	(3,766		)	(14,100		)	—		(125,186		)
Payments of deferred financing costs	(357		)	—			—			—		(357		)
Dividends paid	(2,069		)	—			—			—		(2,069		)
Repurchase of restricted shares for minimum tax obligation	(2,726		)	—			—			—		(2,726		)
Proceeds from exercise of stock options, including excess tax benefit	109			—			—			—		109
Intercompany financing and advances	(74,473		)	114,731			(40,258		)	—		—
Net cash (used in) provided by financing activities	(32,901		)	110,965			(29,358		)	—		48,706
Effect of exchange rate changes on cash	—			—			272			—		272
Net change in cash and cash equivalents	2			321			(13,831		)	—		(13,508		)
Cash and cash equivalents at beginning of period	3,110			1,537			27,390			—		32,037
Cash and cash equivalents at end of period	$	3,112		$	1,858		$	13,559		$	—	$	18,529

33

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

14. SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:

	Three Months Ended June 30, 2012
	Parent			Guarantor  Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations		Consolidated  Total
Net income (loss)	$	12,175		$	61,578		$	2,579		$	—	$	76,332
Adjustments to reconcile net income (loss) to net cash provided by operating activities	5,783			(1,187		)	21,619			—		26,215
Net cash provided by operating activities	17,958			60,391			24,198			—		102,547
Capital expenditures	(71		)	(35,952		)	(1,082		)	—		(37,105		)
Reimbursements of capital expenditures	—			7			—			—		7
Net cash used in investing activities	(71		)	(35,945		)	(1,082		)	—		(37,098		)
Net increase in revolving credit facility	(75,326		)	—			—			—		(75,326		)
Proceeds on issuance of debt	—			11,199			48,400			—		59,599
Retirements and repayments of debt	(15,097		)	(3,048		)	(23,900		)	—		(42,045		)
Payments of deferred financing costs	(2,066		)	—			—			—		(2,066		)
Dividends paid	(1,997		)	—			—			—		(1,997		)
Withholding of restricted shares for minimum tax obligation	(1,840		)	—			—			—		(1,840		)
Proceeds from government grant	—			1,000			—			—		1,000
Proceeds from exercise of stock options, including excess tax benefit	253			—			—			—		253
Intercompany financing and advances	77,691			(34,699		)	(42,992		)	—		—
Net cash used in financing activities	(18,382		)	(25,548		)	(18,492		)	—		(62,422		)
Effect of exchange rate changes on cash	—			—			(693		)	—		(693		)
Net change in cash	(495		)	(1,102		)	3,931			—		2,334
Cash at beginning of period	7,969			2,237			19,456			—		29,662
Cash at end of period	$	7,474		$	1,135		$	23,387		$	—	$	31,996

34

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

15.    COMMITMENTS AND CONTINGENCIES

Trade Secret Litigation over Claims of Eaton Corporation

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

Other

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

16.    RELOCATION COSTS

During the fiscal year ended March 31, 2013, the Company committed to relocate the operations of its largest facility in Dallas, Texas and to expand its Red Oak, Texas ("Red Oak") facility to accommodate this relocation. The Company incurred approximately $1,215 of expenses related to the relocation during three months ended June 30, 2013 and expects to incur approximately $28,000 to $40,000 in relocation and related disruption for the fiscal year end March 31, 2014. The relocation is expected to be completed in early fiscal 2015.

35

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

(The following discussion should be read in conjunction with the Consolidated Financial Statements contained elsewhere herein.)

OVERVIEW

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

On May 6, 2013, the Company acquired four related entities collectively comprising the Primus Composites business from Precision Castparts Corp. The acquired business, which includes two manufacturing facilities in Farnborough, England and Rayong, Thailand, will operate as Triumph Structures - Farnborough and Triumph Structures - Thailand and will be included in the Aerostructures Group. Together, Triumph Structures - Farnborough and Triumph Structures - Thailand constitute a global supplier of composite and metallic propulsion and structural composites and assemblies. In addition to its composite operations, the Thailand operation also machines and processes metal components. Primus Composites employs approximately 650 employees.

Highlights for the first quarter of the fiscal year ending March 31, 2014 included:

• Net sales for the first quarter of the fiscal year ending March 31, 2014increased6.3% over the prior year period to $943.7 million.

• Operating income in the first quarter of fiscal 2014increased0.3% over the prior year period to $141.3 million.

• Income from continuing operations for the first quarter of fiscal 2014increased3.6% over the prior year period to $79.0 million.

• Backlog as of June 30, 2013 increased 8.6% year over year to $4.67 billion, and includes expected milestone payments on development contracts. Of our existing backlog of $4.67 billion, we estimate that approximately $1.80 billion will not be shipped by June 30, 2014.

• Income from continuing operations for the first quarter of fiscal 2014 was $1.50 per diluted common share, as compared to $1.46 per diluted share in the prior year period.

• We generated $11.9 million of cash flow from operating activities for the three months ended June 30, 2013, after $25.8 million in pension contributions, as compared to $102.5 million in the prior year period.

Congress and the Administration failed to change or further delay the sequestration of appropriations in government fiscal year (GFY) 2013 imposed by the Budget Control Act of 2011 (Budget Act) and sequestration went into effect on March 1, 2013. Our customers' budgets will be reduced significantly and there may be a direct significant reduction in our customers' contract awards. While we understand customers have started to plan for sequestration, the specific effects of sequestration are not yet available and cannot be determined by us. The automatic across-the-board cuts from sequestration will approximately double the amount of the ten-year $487 billion reduction in defense spending that began in GFY 2012 already required by the Budget Act, including the budget for Overseas Contingencies Operations and any unobligated balances from prior years, and would have significant consequences to our business and industry. Non-DoD agencies could also have significantly reduced budgets. It is likely there will be some disruption of our ongoing programs, impacts to our supply chain and contractual actions (including partial or complete terminations). Consequently, we expect that sequestration, or other budgetary cuts in lieu of sequestration, will have a negative effect on our corporation.

In fiscal 2012, we began efforts to establish a new facility in Red Oak, Texas to expand our manufacturing capacity, particularly under the Bombardier Global 7000/8000 program. In fiscal 2013, we started construction on a second facility in Red Oak, Texas, in association with our relocation from our Jefferson Street facilities. As of June 30, 2013, we have incurred approximately $37.2 million in capital expenditures and $86.1 million in inventory costs associated with the Bombardier Global

36

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

7000/8000 program, for which we have not yet begun to deliver. As of June 30, 2013, we have incurred approximately $46.0 million in capital expenditures and $10.6 million in inventory buildup associated with our relocation from the Jefferson Street facilities.

Effective March 18, 2013, a wholly-owned subsidiary of the Company, Triumph Engine Control Systems, LLC, acquired the assets of Goodrich Corporation (Goodrich Pump & Engine Control Systems) ("GPECS"), a leading independent aerospace fuel system supplier for the commercial, military, helicopter and business jet markets. The acquisition of GPECS provides new capabilities in a market where we did not previously participate and further diversifies our customer base in electronic engine controls, fuel metering units and main fuel pumps for both OEM and aftermarket/spares end markets. The results for Triumph Engine Control Systems, LLC are included in the Aerospace Systems Group segment from the date of acquisition.

Effective December 19, 2012, the Company acquired all of the outstanding shares of Embee, Inc. ("Embee"), renamed Triumph Processing - Embee Division, Inc., which is a leading commercial metal finishing provider offering more than seventy metal finishing, inspecting and testing processes primarily for the aerospace industry. The acquisition of Embee expands our current capabilities to provide comprehensive processing services on precision engineered parts for hydraulics, landing gear, spare parts and electronic actuation systems. The results for Triumph Processing - Embee Division, Inc. are included in the Aerospace Systems Group segment from the date of acquisition. The acquisitions of GPECS and Embee are collectively referred to hereafter as the "fiscal 2013 acquisitions."

RESULTS OF OPERATIONS

The following includes a discussion of our consolidated and business segment results of operations. The Company's diverse structure and customer base do not provide for precise comparisons of the impact of price and volume changes to our results. However, we have disclosed the significant variances between the respective periods.

Non-GAAP Financial Measures

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

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

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

37

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

of our business, apart from charges for depreciation and amortization. We believe the disclosure of Adjusted EBITDA helps investors meaningfully evaluate and compare our performance from quarter to quarter and from year to year. We also believe Adjusted EBITDA is a measure of our ongoing operating performance because the isolation of non-cash charges, such as depreciation and amortization, and non-operating items, such as interest and income taxes, provides additional information about our cost structure, and, over time, helps track our operating progress. In addition, investors, securities analysts and others have regularly relied on Adjusted EBITDA to provide a financial measure by which to compare our operating performance against that of other companies in our industry.

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

• 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.

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

The following table shows our Adjusted EBITDA reconciled to our income from continuing operations for the indicated periods (in thousands):

	Three Months Ended June 30,
	2013			2012
Net income	$	79,043		$	76,332
Early retirement incentives	—			1,150
Amortization of acquired contract liabilities, net	(11,150		)	(6,993		)
Depreciation and amortization	37,934			31,815
Interest expense and other	19,710			17,232
Income tax expense	42,593			47,378
Adjusted EBITDA	$	168,130		$	166,914

38

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

The following tables show our Adjusted EBITDA by reportable segment reconciled to our operating income for the indicated periods (in thousands):

	Three Months Ended June 30, 2013
	Total			Aerostructures			Aerospace  Systems			Aftermarket  Services		Corporate/ Eliminations
Operating income	$	141,346		$	100,387		$	42,643		$	11,279	$	(12,963	)
Amortization of acquired contract liability	(11,150		)	(6,141		)	(5,009		)	—		—
Depreciation and amortization	37,934			26,313			8,539			1,877		1,205
Adjusted EBITDA	$	168,130		$	120,559		$	46,173		$	13,156	$	(11,758	)

	Three Months Ended June 30, 2012
	Total			Aerostructures			Aerospace  Systems		Aftermarket  Services		Corporate/ Eliminations
Operating income	$	140,942		$	120,138		$	23,465	$	11,807	$	(14,468	)
Early retirement incentives	1,150			—			—		—		1,150
Amortization of acquired contract liability	(6,993		)	(6,993		)	—		—		—
Depreciation and amortization	31,815			23,904			4,474		2,326		1,111
Adjusted EBITDA	$	166,914		$	137,049		$	27,939	$	14,133	$	(12,207	)

The fluctuations from period to period within the amounts of the components of the reconciliations above are discussed further below within Results of Operations.

Three months ended June 30, 2013 compared to three months ended June 30, 2012

	Three Months Ended June 30,
	2013			2012
	(dollars in thousands)
Net sales	$	943,683		$	887,688
Segment operating income	$	154,309		$	155,410
Corporate expenses	(12,963		)	(14,468		)
Total operating income	141,346			140,942
Interest expense and other	19,710			17,232
Income tax expense	42,593			47,378
Net Income	$	79,043		$	76,332

Net sales increased by $56.0 million, or 6.3%, to $943.7 million for the three months ended June 30, 2013 from $887.7 million for the three months ended June 30, 2012. Organic sales decreased $20.2 million, or 2.3%, due to decreased delivery rates to our customers primarily in military markets and the timing of shipments on existing programs. Net sales for the three months ended June 30, 2013 included $4.8 million in total non-recurring revenues, as compared to $25.5 million in non-recurring revenues (including a $20.0 million non-recurring termination claim settlement) for the three months ended June 30, 2012. The prior year period was positively impacted by our customers' increased production rates on existing programs and new product introductions.

Cost of sales increased$45.2 million, or 6.9%, to $696.5 million for the three months ended June 30, 2013 from $651.3 million for the three months ended June 30, 2012. This increase was due to increased sales. Gross margin for the three months ended June 30, 2013 was 26.2%, as compared to 26.6% for the prior year period. This change was impacted by price concessions ($4.0 million) and the prior year gross margin was favorably impacted by a non-recurring termination claim settlement ($7.0 million). Additionally, the gross margin included a net unfavorable cumulative catch-up adjustments on long-term contracts ($4.7 million). The cumulative catch-up adjustments to gross margin included gross favorable adjustments of

39

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

$7.8 million and gross unfavorable adjustments of $12.5 million. The cumulative catch-up adjustments for the three months ended June 30, 2013 were due primarily to increased costs from suppliers. Gross margin for the three months ended June 30, 2012 included net unfavorable cumulative catch-up adjustments of $1.3 million.

Segment operating income decreased by $1.1 million, or 0.7%, to $154.3 million for the three months ended June 30, 2013 from $155.4 million for the three months ended June 30, 2012. The organic segment operating income decreased $14.9 million, or 9.6%, and was a direct result of the decrease in gross margins, the decreased sales noted above, costs related to the relocation from our Jefferson Street facility ($4.0 million), legal fees ($1.2 million), offset by an insurance claim related to Hurricane Sandy ($2.0 million), lower pension and other postretirement benefit expenses ($3.2 million). Segment operating income for the three months ended June 30, 2012 was a direct result of the gross margin improvements, which included improved execution, the overall sales mix and increased realization from synergies from the acquisition of Vought.

Corporate expenses decreased by $1.5 million, or 10.4%, to $13.0 million for the three months ended June 30, 2013 from $14.5 million for the three months ended June 30, 2012. This decrease was due to a $1.2 million special termination benefit for an early retirement incentive offered to a portion of our second largest union-represented group of production and maintenance employees incurred during the three months ended June 30, 2012.

Interest expense and other increased by $2.5 million, or 14.4%, to $19.7 million for the three months ended June 30, 2013 compared to $17.2 million for the prior year period. Interest expense and other for the three months ended June 30, 2013 increased due to the issuance of the Senior Notes due 2021 resulting in higher average debt outstanding during the quarter as compared to the quarter ended June 30, 2012.

The effective income tax rate for the three months ended June 30, 2013 was 35.0% compared to 38.3% for the three months ended June 30, 2012. For the three months ended June 30, 2013, the effective income tax rate decreased due to research and development credits, which were reinstated in January 2013. For the three months ended June 30, 2012, the income tax provision included $2.2 million of tax expense due to the recapture of domestic production deductions taken in earlier years associated with a refund claim of $25.2 million filed in the second quarter of the fiscal year ended March 31, 2013. The refund claim receivable is included in "Other, net" in the consolidated balance sheet as of June 30, 2013. For the fiscal year ending March 31, 2014, the Company expects its effective tax rate to be approximately 35.6%, including the reinstatement of the research and development tax credit through December 2013.

40

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

Business Segment Performance – Three months ended June 30, 2013 compared to three months ended June 30, 2012

The following table summarizes our net sales by end market by business segment. The loss of one or more of our major customers or an economic downturn in the commercial airline or the military and defense markets could have a material adverse effect on our business.

	Three Months Ended June 30,
Aerostructures	2013		2012
Commercial aerospace	41.9	%	42.8	%
Military	15.0	%	19.7	%
Business Jets	11.2	%	11.8	%
Regional	0.3	%	0.4	%
Non-aviation	0.6	%	0.7	%
Total Aerostructures net sales	69.0	%	75.4	%
Aerospace Systems
Commercial aerospace	8.1	%	6.0	%
Military	11.8	%	7.5	%
Business Jets	1.0	%	0.8	%
Regional	1.0	%	0.4	%
Non-aviation	1.2	%	0.9	%
Total Aerospace Systems net sales	23.1	%	15.6	%
Aftermarket Services
Commercial aerospace	6.6	%	7.3	%
Military	0.9	%	1.0	%
Business Jets	0.1	%	0.3	%
Regional	0.1	%	0.2	%
Non-aviation	0.2	%	0.2	%
Total Aftermarket Services net sales	7.9	%	9.0	%
Total Consolidated net sales	100.0	%	100.0	%

We continue to experience a higher proportion of our sales mix in the commercial aerospace end market. We recently have experienced a slight decrease in our military end market. Due to our continued expected growth in the commercial aerospace end market and the planned reductions in defense spending under the Budget Act, we expect the declining trend in the military end market to continue.

41

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

	Three Months Ended June 30,								% of Total Sales
	2013			2012			% Change		2013		2012
	(in thousands)
NET SALES
Aerostructures	$	651,888		$	669,853		(2.7	)%	69.1	%	75.5	%
Aerospace Systems	219,526			140,512			56.2	%	23.2	%	15.8	%
Aftermarket Services	74,353			79,977			(7.0	)%	7.9	%	9.0	%
Elimination of inter-segment sales	(2,084		)	(2,654		)	(21.5	)%	(0.2	)%	(0.3	)%
Total Net Sales	$	943,683		$	887,688		6.3	%	100.0	%	100.0	%

	Three Months Ended June 30,								% of Segment Sales
	2013			2012			% Change		2013		2012
	(in thousands)
SEGMENT OPERATING INCOME
Aerostructures	$	100,387		$	120,138		(16.4	)%	15.4	%	17.9	%
Aerospace Systems	42,643			23,465			81.7	%	19.4	%	16.7	%
Aftermarket Services	11,279			11,807			(4.5	)%	15.2	%	14.8	%
Corporate	(12,963		)	(14,468		)	(10.4	)%	n/a		n/a
Total Operating Income	$	141,346		$	140,942		0.3	%	15.0	%	15.9	%

	Three Months Ended June 30,								% of Segment Sales
	2013			2012			% Change		2013		2011
	(in thousands)
Adjusted EBITDA
Aerostructures	$	120,559		$	137,049		(12.0	)%	18.5	%	20.5	%
Aerospace Systems	46,173			27,939			65.3	%	21.0	%	19.9	%
Aftermarket Services	13,156			14,133			(6.9	)%	17.7	%	17.7	%
Corporate	(11,758		)	(12,207		)	(3.7	)%	n/a		n/a
	$	168,130		$	166,914		0.7	%	17.8	%	18.8	%

Aerostructures: The Aerostructures segment net sales decreased by $18.0 million, or 2.7%, to $651.9 million for the three months ended June 30, 2013 from $669.9 million for the three months ended June 30, 2012. Organic sales decreased $29.3 million, or 4.4%, and the acquisition of Primus contributed $11.3 million in net sales. Organic sales decreased primarily due to decreased delivery rates to our customers and the timing of shipments on existing programs. Net sales for the three months ended June 30, 2013 included $4.8 million in total non-recurring revenues, as compared to $25.5 million in total non-recurring revenues, (including a $20.0 million non-recurring termination claim settlement) for the three months ended June 30, 2012.

Aerostructures cost of sales increased by $0.2 million, or 0.0%, to $501.8 million for the three months ended June 30, 2013 from $501.6 million for the three months ended June 30, 2012. Organic cost of sales decreased $9.8 million, or 2.0%, and the acquisition of Primus contributed $10.8 million to cost of sales. Organic cost of sales decrease resulted from the decrease in sales, as noted above. Organic gross margin for the three months ended June 30, 2013 was 23.3% compared with 25.1% for the three months ended June 30, 2012. The gross margin percent decreased during the three months ended June 30, 2013 as the result of a net unfavorable cumulative catch-up adjustments with gross favorable adjustments of $7.8 million and gross unfavorable adjustments of $(12.5) million, additionally the decrease was impacted by price concessions ($4.0 million). The prior year gross margin was favorably impacted by a non-recurring termination claim settlement ($7.0 million). Segment cost of sales for the three months ended June 30, 2013 included net unfavorable cumulative catch-up adjustments of ($4.7 million).

42

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

Aerostructures segment operating income decreased by $19.8 million, or 16.4%, to $100.4 million for the three months ended June 30, 2013 from $120.1 million for the three months ended June 30, 2012. Operating income for the three months ended June 30, 2013 was directly affected by the decrease in organic sales mentioned and included a net unfavorable cumulative catch-up adjustments on long-term contracts ($4.7 million) as discussed above, offset by lower pension and other postretirement benefit expenses ($3.2 million). Segment operating income for the three months ended June 30, 2012 included net unfavorable cumulative catch-up adjustments of ($1.3 million) offset by a non-recurring termination claim settlement ($7.0 million). These same factors contributed to the decrease in Adjusted EBITDA year over year.

Aerostructures segment operating income as a percentage of segment sales decreased to 15.4% for the three months ended June 30, 2013 as compared to 17.9% for the three months ended June 30, 2012, due to the decrease in organic sales and other specific variances noted above.

Aerospace Systems: The Aerospace Systems segment net sales increased by $79.0 million, or 56.2%, to $219.5 million for the three months ended June 30, 2013 from $140.5 million for the three months ended June 30, 2012. Organic sales increased $8.3 million, or 5.9%, and the fiscal 2013 acquisitions contributed $70.7 million in net sales. Organic net sales increased primarily due to continued improvements in the broader market and the timing of shipments to our customers.

Aerospace Systems cost of sales increased by $47.4 million, or 50.4%, to $141.3 million for the three months ended June 30, 2013 from $93.9 million for the three months ended June 30, 2012. Organic cost of sales increased $6.8 million, or 7.3%, and the fiscal 2013 acquisitions contributed $40.2 million in cost of sales. Organic gross margin for the three months ended June 30, 2013 was 32.1% compared with 33.1% for the three months ended June 30, 2012. The decrease is due to the continued effects of Hurricane Sandy.

Aerospace Systems segment operating income increased by $19.2 million, or 81.7%, to $42.6 million for the three months ended June 30, 2013 from $23.5 million for the three months ended June 30, 2012. Operating income increased primarily due to the fiscal 2013 acquisitions ($15.9 million) and organic sales growth, partially offset by increased legal fees ($2.9 million) and development costs ($0.9 million). These same factors contributed to the increase in Adjusted EBITDA year over year.

Aerospace Systems segment operating income as a percentage of segment sales increased to 19.4% for the three months ended June 30, 2013 as compared to 16.7% for the three months ended June 30, 2012, due to the improvements in gross margin noted above, offset by the increased operating expenses such as, legal fees and development costs. These same factors contributed to the increase in Adjusted EBITDA margin year over year.

Aftermarket Services: The Aftermarket Services segment net sales decreased by $5.6 million, or 7.0%, to $74.4 million for the three months ended June 30, 2013 from $80.0 million for the three months ended June 30, 2012. Organic net sales increased $0.7 million, or 0.9%, and the divestiture of Triumph Instruments contributed $6.7 million in net sales for the three months ended June 30, 2012. Organic net sales increased primarily due to market share gains.

Aftermarket Services cost of sales decreased by $2.8 million, or 4.8%, to $54.6 million for the three months ended June 30, 2013 from $57.3 million for the three months ended June 30, 2012. The organic cost of sales increased $1.8 million, or 3.4%, and the divestiture of Triumph Instruments contributed $4.9 million to cost of sales for the three months ended June 30, 2012. Gross margin for the three months ended June 30, 2013 was 26.6% compared with 28.3% for the three months ended June 30, 2012. The decrease in gross margin was impacted by the changes in our sales mix and decreased sales volume.

Aftermarket Services segment operating income decreased by $0.5 million, or 4.5%, to $11.3 million for the three months ended June 30, 2013 from $11.8 million for the three months ended June 30, 2012. Operating income decreased primarily due to the decrease in gross margin as noted above. These same factors contributed to the increase in Adjusted EBITDA year over year.

Aftermarket Services segment operating income as a percentage of segment sales increased to 15.2% for the three months ended June 30, 2013 as compared with 14.8% for the three months ended June 30, 2012, due to the divestiture of Triumph Instruments, which also caused the improvements in Adjusted EBITDA margin.

Liquidity and Capital Resources

Our working capital needs are generally funded through cash flows from operations and borrowings under our credit arrangements. During the three months ended June 30, 2013, we generated approximately $11.9 million of cash flows from operating activities, used approximately $74.4 million in investing activities and received approximately $48.7 million in financing activities.

43

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

For the three months ended June 30, 2013, we had a net cash inflow of $11.8 million from operating activities, a decrease of $90.7 million, compared to a net cash inflow of $102.5 million from the three months ended June 30, 2012. During the three months ended June 30, 2013, net cash provided by operating activities was primarily due to increased receipts on accounts receivable of approximately $32.4 million resulting from increased sales from the acquisitions of Embee, GPECS and Primus.

We continue to invest in inventory for new programs and additional production costs for ramp-up activities in support of increasing build rates on several programs and build ahead in anticipation of our relocation from our largest facility. During the three months ended June 30, 2013, inventory build for capitalized pre-production costs on new programs, including the Bombardier Global 7000/8000 program, was $15.1 million. Additionally, inventory build ahead of programs impacted by our facility relocation was approximately $5.1 million and inventory build for mature programs, including costs associated with announced increasing build rates on several programs was approximately $42.3 million. Unliquidated progress payments netted against inventory increased $10.1 million, due to timing of receipts.

Cash flows used in investing activities for the three months ended June 30, 2013increased$37.3 million from the three months ended June 30, 2012. Cash flows used in investing activities for the three months ended June 30, 2013, included the acquisition of Primus Composites ($31.3 million) and $29.8 million in capital expenditures associated with our new facilities in Red Oak, Texas. Cash flows provided by financing activities for the three months ended June 30, 2013 increased $111.1 million from the three months ended June 30, 2012 due to additional borrowings on our Credit Facility to fund the acquisition of Primus Composite and settlement of Convertible Notes redemptions. Cash flows used in financing activities for the three months ended June 30, 2013 included the redemption of certain Convertible Notes of $77.3 million, as compared to $15.0 million in the prior year period.

As of June 30, 2013, $714.0 million was available under our revolving credit facility (the “Credit Facility”).  On June 30, 2013, an aggregate amount of approximately $249.8 million was outstanding under the Credit Facility, all of which was accruing interest at LIBOR plus applicable basis points totaling 2.0% per annum. Amounts repaid under the Credit Facility may be reborrowed.

On May 23, 2012, the Company amended the Credit Facility with its lenders to (i) increase the availability under the Credit Facility to $1.0 billion, with a $50.0 million accordion feature, from $850.0 million, (ii) extend the maturity date to May 23, 2017 and (iii) amend certain other terms and covenants.

At June 30, 2013, there was $160.9 million outstanding under our receivable securitization facility (the “Securitization Facility”). Interest rates on the Securitization Facility are based on prevailing market rates for short-term commercial paper, plus a program fee and a commitment fee.

In February 2013, the Company issued the Senior Notes due 2021 (the "2021 Notes") for $375.0 million in principal amount. The 2021 Notes were sold at 100% of principal amount and have an effective yield of 4.875%. Interest on the 2021 Notes is payable semiannually in cash in arrears on April 1 and October 1 of each year. We used the net proceeds to repay borrowings under our Credit Facility and pay related fees and expenses, and for general corporate purposes. In connection with the issuance of the 2021 Notes, the Company incurred approximately $6.3 million of costs, which were deferred and are being amortized on the effective interest method over the term of the notes.

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

In November 2009, the Company issued the Senior Subordinated Notes Due 2017 (the "2017 Notes") for $175.0 million in principal amount.  The 2017 Notes were sold at 98.56% of principal amount for net proceeds of $172.5 million, and have an effective interest yield of 8.25%. Interest on the 2017 Notes is payable semiannually in cash in arrears on May 15 and November 15 of each year. We used the net proceeds for general corporate purposes, which included debt reduction, including repayment of amounts outstanding under the Credit Facility, without any permanent reduction of the commitments thereunder. In connection with the issuance of the 2017 Notes, the Company incurred approximately $4.4 million of costs, which were deferred and are being amortized on the effective interest method over the term of the notes.

44

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

In September 2006, the Company issued the Convertible Notes. The Convertible Notes are direct, unsecured, senior subordinated obligations of the Company, and rank (i) junior in right of payment to all of the Company’s existing and future senior indebtedness, (ii) equal in right of payment with any other future senior subordinated indebtedness, and (iii) senior in right of payment to all subordinated indebtedness. The Convertible Notes mature on October 1, 2026, unless earlier redeemed, repurchased or converted. The Company may redeem the Convertible Notes for cash, either in whole or in part, at any time on or after October 6, 2011 at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed plus accrued and unpaid interest, including contingent interest and additional amounts, if any, up to but not including the date of redemption. Prior to fiscal 2011, the Company paid $19.4 million to purchase $22.2 million in principal amounts of the Convertible Notes. During the fiscal years ended March 31, 2013 and 2012, the Company settled the conversion of $19.3 million and $50.4 million, respectively, in principal value of the Convertible Notes, as requested by the respective holders, with the principal settled in cash and the conversion benefit settled through the issuance of 395,269 shares and 772,438 shares, respectively. During the three months ended June 30, 2013, the Company settled the conversion of $77.3 million in principal value of the Convertible Notes, as requested by the respective holders, with the principal settled in cash and the conversion benefit settled through the issuance of 1,849,548 shares. In July 2013, the Company delivered a notice to holders of the Convertible Notes to the effect that, for at least P20D trading days during the 30 consecutive trading days preceding June 30, 2013, the closing price of the Company's common stock was greater than or equal to 130% of the conversion price of such notes on the last trading day. Under the terms of the Convertible Notes, the increase in the Company's stock price triggered a provision, which gave holders of the Convertible Notes a put option through September 30, 2013.

Capital expenditures were approximately $56.2 million for the three months ended June 30, 2013, including the construction of our facilities in Red Oak, Texas and manufacturing machinery and equipment. We funded these expenditures through cash generated from operations and borrowings under the Credit Facility. We expect capital expenditures and investments in new major programs of approximately $340.0 million to $360.0 million for our fiscal year ending March 31, 2014, of which $115.0 million will be reflected in inventory. The expenditures are expected to be used mainly to expand capacity or replace old equipment at several facilities.

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

	Payments Due by Period (dollars in thousands)
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Debt principal (1)	$	1,417,162	$	56,457	$	189,674	$	437,525	$	733,506
Debt interest (2)	349,913		66,036		129,401		119,766		34,710
Operating leases	131,388		23,224		50,615		11,421		46,128
Contingent payments	3,600		1,600		900		1,100		—
Purchase obligations	1,712,210		1,051,243		636,231		24,565		171
Total	$	3,614,273	$	1,198,560	$	1,006,821	$	594,377	$	814,515

(1) Included in the Company’s balance sheet at June 30, 2013, plus discounts on the 2017 Notes and the 2018 Notes of $1.6 million and $1.8 million, respectively, being amortized to expense through November 2017 and July 2018, respectively.

(2) Includes fixed-rate interest only.

The above table excludes unrecognized tax benefits of $7.2 million as of June 30, 2013 since we cannot predict with reasonable certainty the timing of cash settlements with the respective taxing authorities.

The table also excludes our defined pension benefit obligations. We made contributions to our defined benefit pension plans of $109.8 million and $122.2 million in fiscal 2013 and 2012, respectively. We expect to make total pension and postretirement plan contributions of $119.6 million to our benefit plans during fiscal 2014. For the three months ended June 30, 2013, the Company made pension contributions of $25.8 million versus $25.1 million for the three months ended June 30, 2012. The Company is required to make minimum contributions to its defined benefit pension plans under the minimum funding requirements of the Employee Retirement Income Security Act of 1974, the Pension Funding Equity Act of 2004 and the Pension Protection Act of 2006.

45

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

We believe that cash generated by operations and borrowings under the Credit Facility will be sufficient to meet anticipated cash requirements for our current operations for the foreseeable future. However, we have a stated policy to grow through acquisitions and are continuously evaluating various acquisition opportunities. As a result, we currently are pursuing the potential purchase of a number of candidates. In the event that more than one of these transactions are successfully consummated, the availability under the Credit Facility might be fully utilized and additional funding sources may be needed. There can be no assurance that such funding sources will be available to us on terms favorable to us, if at all.

Critical Accounting Policies

The Company's critical accounting policies are discussed in Management's Discussion and Analysis of Financial Condition and Results of Operations and notes accompanying the consolidated financial statements that appear in the Annual Report on Form 10-K for the fiscal year ended March 31, 2013. Except as otherwise disclosed in the financial statements and accompanying notes included in this report, there were no material changes subsequent to the filing of the Annual Report on Form 10-K for the fiscal year ended March 31, 2013 in the Company's critical accounting policies or in the assumptions or estimates used to prepare the financial information appearing in this report.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to our future operations and prospects, including statements that are based on current projections and expectations about the markets in which we operate, and our beliefs concerning future performance and capital requirements based upon current available information. Such statements are based on our beliefs as well as assumptions made by and information currently available to us. When used in this document, words like “may,” “might,” “will,” “expect,” “anticipate,” “believe,” “potential,” and similar expressions are intended to identify forward-looking statements. Actual results could differ materially from our current expectations. For example, there can be no assurance that additional capital will not be required or that additional capital, if required, will be available on reasonable terms, if at all, at such times and in such amounts as may be needed by us. In addition to these factors, among other factors that could cause actual results to differ materially are uncertainties relating to the integration of acquired businesses, general economic conditions affecting our business, dependence of certain of our businesses on certain key customers as well as competitive factors relating to the aviation industry. For a more detailed discussion of these and other factors affecting us, see the risk factors described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2013, filed with the Securities and Exchange Commision in May 2013.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

For information regarding our exposure to certain market risks, see “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2013. There has been no material change in this information during the period covered by this report.

Item 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of June 30, 2013, we completed an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our

46

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

disclosure controls and procedures. Based on the foregoing, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2013.

(b) Changes in internal control over financial reporting.

There were no changes that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

47

TRIUMPH GROUP, INC.

Part II. Other Information

Item 6. Exhibits.

Exhibit 31.1	Certification by President and CEO Pursuant to Rule 13a-14(a)/15d-14(a).
Exhibit 31.2	Certification by Executive Vice President, CFO and Treasurer Pursuant to Rule 13a-14(a)/15d-14(a).
Exhibit 32.1	Certification of Periodic Report by President and CEO Furnished Pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 Sarbanes-Oxley Act of 2002.
Exhibit 32.2	Certification of Periodic Report by Executive Vice President, CFO and Treasurer Furnished Pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 Sarbanes-Oxley Act of 2002.
Exhibit 101	The following financial information from Triumph Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 formatted in XBRL: (i) Consolidated Balance Sheets as of June 30, 2013 and March 31, 2013; (ii) Consolidated Statements of Income for the three months ended June 30, 2013 and 2012; (iii) Consolidated Statements of Comprehensive Income for the three months ended June 30, 2013 and 2012; (iv) Consolidated Statements of Cash Flows for the three months ended June 30, 2013 and 2012; and (1) Notes to Consolidated Financial Statements.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Triumph Group, Inc.
	(Registrant)
/s/ Jeffry D. Frisby		August 2, 2013
Jeffry D. Frisby, President & CEO
	(Principal Executive Officer)
/s/ M. David Kornblatt		August 2, 2013
M. David Kornblatt, Executive Vice President & CFO
	(Principal Financial Officer)
/s/ Thomas A. Quigley, III		August 2, 2013
Thomas A. Quigley, III, Vice President and Controller
	(Principal Accounting Officer)

48

EXHIBIT INDEX

Exhibit Number	Description
31.1	Certification by President and Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).
31.2	Certification by Executive Vice President, Chief Financial Officer and Treasurer Pursuant to Rule 13a-14(a)/15d-14(a).
32.1	Certification of Periodic Report by President and Chief Executive Officer Furnished Pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 Sarbanes-Oxley Act of 2002.
32.2	Certification of Periodic Report by Executive Vice President, Chief Financial Officer and Treasurer Furnished Pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 Sarbanes-Oxley Act of 2002.
101	The following financial information from Triumph Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 formatted in XBRL: (i) Consolidated Balance Sheets as of June 30, 2013 and March 31, 2013; (ii) Consolidated Statements of Income for the three months ended June 30, 2013 and 2012; (iii) Consolidated Statements of Comprehensive Income for the three months ended June 30, 2013 and 2012; (iv) Consolidated Statements of Cash Flows for the three months ended June 30, 2013 and 2012; and (v) Notes to Consolidated Financial Statements.

49

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF
THE SECURITIES AND EXCHANGE ACT OF 1934

I, Jeffry D. Frisby, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Triumph Group, Inc.;

2. Based on my knowledge, this quarterly 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 quarterly 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 most recent 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:

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.

Date:      August 2, 2013

/s/ Jeffry D. Frisby

--------------------------------------------

Jeffry D. Frisby

President and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF
THE SECURITIES AND EXCHANGE ACT OF 1934

I, M. David Kornblatt, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Triumph Group, Inc.;

2. Based on my knowledge, this quarterly 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 quarterly 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 most recent 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:

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.

Date:     August 2, 2013

/s/ M. David Kornblatt

------------------------------------------------

M. David Kornblatt

Executive Vice President, Chief Financial Officer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

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

In connection with the Quarterly Report of Triumph Group, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffry D. Frisby, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:    /s/ Jeffry D. Frisby

Jeffry D. Frisby

President and Chief Executive Officer

(Principal Executive Officer)

August 2, 2013

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

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

In connection with the Quarterly Report of Triumph Group, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, M. David Kornblatt, Executive Vice President, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By: /s/ M. David Kornblatt

M. David Kornblatt

Executive Vice President, Chief Financial Officer (Principal Financial Officer)

August 2, 2013

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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INCOME TAXES

3 Months Ended

Jun. 30, 2013

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

The Company follows the Income Taxes topic of the ASC, which prescribes a recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, as well as guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

The Company has classified uncertain tax positions as noncurrent income tax liabilities unless expected to be paid in one year. Penalties and tax-related interest expense are reported as a component of income tax expense. As of June 30, 2013 and March 31, 2013, the total amount of accrued income tax-related interest and penalties was $153 and $236, respectively.

As of June 30, 2013 and March 31, 2013, the total amount of unrecognized tax benefits was $7,165 and $7,728, respectively, of which $5,381 and $5,945, respectively, would impact the effective rate, if recognized. The Company does not anticipate that total unrecognized tax benefits will be reduced in the next 12 months.

The effective income tax rate for the three months ended June 30, 2013 was 35.0% as compared to 38.3% for the three months ended June 30, 2012. For the three months ended June 30, 2013, the income tax provision was reduced to reflect the reversal of $704 of unrecognized tax benefits.

With few exceptions, the Company is no longer subject to U.S. federal income tax examinations for fiscal years ended before March 31, 2009, state or local examinations for fiscal years ended before March 31, 2007, or foreign income tax examinations by tax authorities for fiscal years ended before March 31, 2008.

As of June 30, 2013, the Company was subject to examination in one state jurisdiction for fiscal years ended March 31, 2009 through March 31, 2011. The Company has filed appeals in a prior state examination related to fiscal years ended March 31, 1999 through March 31, 2005. The fiscal year ended March 31, 2011 is currently being examined by the Internal Revenue Service. Because of net operating losses acquired as part of the acquisition of Vought, the Company is subject to U.S. federal income tax examinations and various state jurisdictions for the years ended December 31, 2004 and after related to previously filed Vought tax returns. The Company believes appropriate provisions for all outstanding issues have been made for all jurisdictions and all open years.

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PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Components of net periodic benefit costs:
Defined Benefit Plan, Special Termination Benefits	$ 0	$ 1,150
Defined Benefit Plan, Cost of Providing Special or Contractual Termination Benefits Recognized During Period		1,150
Pension benefits
Components of net periodic benefit costs:
Service cost	3,293	4,626
Interest cost	23,216	24,587
Expected return on plan assets	37,018	34,334
Amortization of prior service costs	(1,683)	(1,457)
Amortization of net loss	4,531	80
Defined Benefit Plan, Special Termination Benefits	0	1,150
Net periodic benefit cost	(7,661)	(5,348)
Other postretirement
Components of net periodic benefit costs:
Service cost	765	885
Interest cost	3,138	3,940
Amortization of prior service costs	(1,132)	(1,132)
Net periodic benefit cost	$ 2,771	$ 3,693

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Consolidated Statements of Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Earnings per share—basic:	$ 1.56	$ 1.54
Net sales	$ 943,683	$ 887,688
Operating costs and expenses:
Cost of sales (exclusive of depreciation and amortization shown separately below)	696,471	651,277
Selling, general and administrative	66,717	61,959
Depreciation and amortization	37,934	31,815
Restructuring Charges	1,215	0
Acquisition and integration expenses	0	545
Early retirement incentives	0	(1,150)
Operating expenses	802,337	746,746
Operating income	141,346	140,942
Interest expense and other	19,710	17,232
Income from continuing operations before income taxes	121,636	123,710
Income tax expense	$ 42,593	$ 47,378
Weighted-average common shares outstanding-basic (in shares)	50,815	49,416
Earnings per share—diluted:	$ 1.50	$ 1.46
Weighted-average common shares outstanding-diluted (in shares)	52,806	52,271
Dividends declared and paid per common share (in dollars per share)	$ 0.04	$ 0.04

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Revenue Recognition

Revenues are generally recognized in accordance with the contract terms when products are shipped, delivery has occurred or services have been rendered, pricing is fixed and determinable, and collection is reasonably assured. A significant portion of the Company’s contracts are within the scope of the Revenue - Construction-Type and Production-Type Contracts topic of the Accounting Standards Codification (“ASC”) and revenue and costs on contracts are recognized using the percentage-of-completion method of accounting. Accounting for the revenue and profit on a contract requires estimates of (1) the contract value or total contract revenue, (2) the total costs at completion, which is equal to the sum of the actual incurred costs to date on the contract and the estimated costs to complete the contract’s scope of work and (3) the measurement of progress towards completion. Depending on the contract, the Company measures progress toward completion using either the cost-to-cost method or the units-of-delivery method of accounting, with the great majority measured under the units-of-delivery method of accounting.

• Under the cost-to-cost method of accounting, 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 the progress toward completion. Revenue represents the sum of costs and profit on the contract for the period.

• Under the units-of-delivery method of accounting, 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 of accounting are equal to the total costs at completion divided by the total units to be delivered. As contracts can span multiple years, the Company often segments the contracts into production lots for the purposes of accumulating and allocating cost. Profit is recognized as the difference between revenue for the units delivered and the estimated costs for the units delivered.

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

For the three months ended June 30, 2013, cumulative catch-up adjustments from changes in estimates decreased operating income, net income and earnings per share by approximately $(4,685), $(3,044) and $(0.06) net of tax, respectively. The cumulative catch-up adjustments to operating income for the three months ended June 30, 2013 included gross favorable adjustments of approximately $7,828 and gross unfavorable adjustments of approximately $(12,513). For the three months ended June 30, 2012, cumulative catch-up adjustments from changes in estimates decreased operating income, net income and earnings per share by approximately $(1,299), $(802) and $(0.02) net of tax, respectively.

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

Although fixed-price contracts, which extend several years into the future, generally permit the Company to keep unexpected profits if costs are less than projected, the Company also bears the risk that increased or unexpected costs may reduce profit or cause the Company to sustain losses on the contract. In a fixed-price contract, the Company must fully absorb cost overruns, notwithstanding the difficulty of estimating all of the costs the Company will incur in performing these contracts and in projecting the ultimate level of revenue that may otherwise be achieved.

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

Included in net sales of the Aerostructures Group is the non-cash amortization of acquired contract liabilities recognized as fair value adjustments through provisional purchase accounting of the acquisition of Vought Aircraft Industries, Inc. ("Vought") on June 16, 2010. For the three months ended June 30, 2013 and 2012, the Company recognized $6,141 and $6,993, respectively, into net sales in the accompanying consolidated statements of income.

Included in net sales of the Aerospace Systems Group is the non-cash amortization of acquired contract liabilities recognized as fair value adjustments through provisional purchase accounting of the acquisition of Goodrich Corporation (Goodrich Pump & Engine Control Systems) ("GPECS") on March 18, 2013. For the three months ended June 30, 2013, the Company recognized $5,009 into net sales in the accompanying consolidated statements of income.

The Aftermarket Services Group provides repair and overhaul services, a small portion of which services are provided under long-term power-by-the-hour contracts. The Company applies the proportional performance method of accounting to recognize revenue under these contracts. Revenue is recognized over the contract period as units are delivered based on the relative value in proportion to the total estimated contract consideration. In estimating the total contract consideration, management evaluates the projected utilization of its customers’ fleet over the term of the contract, in connection with the related estimated repair and overhaul servicing requirements to the fleet based on such utilization. Changes in utilization of the fleet by customers, among other factors, may have an impact on these estimates and require adjustments to estimates of revenue to be realized.

Concentration of Credit Risk

The Company’s trade accounts receivable are exposed to credit risk. However, the risk is limited due to the diversity of the customer base and the customer base’s wide geographical area. Trade accounts receivable from The Boeing Company (“Boeing”) (representing commercial, military and space) represented approximately 28% and 32% of total trade accounts receivable as of June 30, 2013 and March 31, 2013, respectively. The Company had no other concentrations of credit risk of more than 10%. Sales to Boeing for the three months ended June 30, 2013 were $425,114, or 45% of net sales, of which $397,314, $20,774 and $7,026 were from the Aerostructures segment, the Aerospace Systems segment and Aftermarket Services segment, respectively. Sales to Boeing for the three months ended June 30, 2012 were $426,881, or 48% of net sales, of which $402,000, $17,966 and $6,915 were from the Aerostructures segment, the Aerospace Systems segment and Aftermarket Services segment, respectively. No other single customer accounted for more than 10% of the Company’s net sales. However, the loss of any significant customer, including Boeing, could have a material adverse effect on the Company and its operating subsidiaries.

Stock-Based Compensation

The Company recognizes compensation expense for share-based awards based on the fair value of those awards at the date of grant. Stock-based compensation expense for the three months ended June 30, 2013 and 2012 was $1,328 and $1,532, respectively. The Company has classified share-based compensation within selling, general and administrative expenses to correspond with the same line item as the majority of the cash compensation paid to employees. Upon the exercise of stock options or vesting of restricted stock, the Company first transfers treasury stock, then issues new shares.

Intangible Assets

The components of intangible assets, net, are as follows:

	June 30, 2013
	Weighted- Average Life	Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships	16.5	$	592,917	$	(108,086	)	$	484,831
Product rights, technology and licenses	11.3	56,876		(29,146		)	27,730
Non-compete agreements and other	9.9	1,705		(1,226		)	479
Tradename	Indefinite-lived	438,400		—			438,400
Total intangibles, net		$	1,089,898	$	(138,458	)	$	951,440

	March 31, 2013
	Weighted- Average Life	Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships	16.5	$	588,761	$	(98,483	)	$	490,278
Product rights and licenses	11.3	56,876		(27,775		)	29,101
Non-compete agreements and other	8.8	2,205		(1,625		)	580
Tradename	Indefinite-lived	438,400		—			438,400
Total intangibles, net		$	1,086,242	$	(127,883	)	$	958,359

Amortization expense for the three months ended June 30, 2013 and 2012 was $11,533 and $8,566, respectively.

Warranty Reserves

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

The following is a rollforward of the warranty reserves for the three months ended June 30, 2013 and 2012, respectively:

	2013			2012
Balance, March 31	$	21,775		$	14,473
Charges (credits) to costs and expenses	917			(323		)
Write-offs, net of recoveries	(630		)	(491		)
Exchange rate changes	4			(18		)
Balance, June 30	$	22,066		$	13,641

Supplemental Cash Flow Information

The Company paid $672 and $2,408 for income taxes, net of refunds received, for the three months ended June 30, 2013 and 2012, respectively. The Company made interest payments of $11,589 and $13,125 for the three months ended June 30, 2013 and 2012, respectively.

During the three months ended June 30, 2013 and 2012, the Company financed $26 and $25 of property and equipment additions through capital leases, respectively. During the three months ended June 30, 2013 and 2012, the Company issued 1,849,548 and 310,629 shares, respectively, in connection with certain redemptions of convertible senior subordinated notes (see Note 6).

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Revenue Recognition

Revenue Recognition

Revenues are generally recognized in accordance with the contract terms when products are shipped, delivery has occurred or services have been rendered, pricing is fixed and determinable, and collection is reasonably assured. A significant portion of the Company’s contracts are within the scope of the Revenue - Construction-Type and Production-Type Contracts topic of the Accounting Standards Codification (“ASC”) and revenue and costs on contracts are recognized using the percentage-of-completion method of accounting. Accounting for the revenue and profit on a contract requires estimates of (1) the contract value or total contract revenue, (2) the total costs at completion, which is equal to the sum of the actual incurred costs to date on the contract and the estimated costs to complete the contract’s scope of work and (3) the measurement of progress towards completion. Depending on the contract, the Company measures progress toward completion using either the cost-to-cost method or the units-of-delivery method of accounting, with the great majority measured under the units-of-delivery method of accounting.

• Under the cost-to-cost method of accounting, 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 the progress toward completion. Revenue represents the sum of costs and profit on the contract for the period.

• Under the units-of-delivery method of accounting, 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 of accounting are equal to the total costs at completion divided by the total units to be delivered. As contracts can span multiple years, the Company often segments the contracts into production lots for the purposes of accumulating and allocating cost. Profit is recognized as the difference between revenue for the units delivered and the estimated costs for the units delivered.

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

For the three months ended June 30, 2013, cumulative catch-up adjustments from changes in estimates decreased operating income, net income and earnings per share by approximately $(4,685), $(3,044) and $(0.06) net of tax, respectively. The cumulative catch-up adjustments to operating income for the three months ended June 30, 2013 included gross favorable adjustments of approximately $7,828 and gross unfavorable adjustments of approximately $(12,513). For the three months ended June 30, 2012, cumulative catch-up adjustments from changes in estimates decreased operating income, net income and earnings per share by approximately $(1,299), $(802) and $(0.02) net of tax, respectively.

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

Although fixed-price contracts, which extend several years into the future, generally permit the Company to keep unexpected profits if costs are less than projected, the Company also bears the risk that increased or unexpected costs may reduce profit or cause the Company to sustain losses on the contract. In a fixed-price contract, the Company must fully absorb cost overruns, notwithstanding the difficulty of estimating all of the costs the Company will incur in performing these contracts and in projecting the ultimate level of revenue that may otherwise be achieved.

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

Included in net sales of the Aerostructures Group is the non-cash amortization of acquired contract liabilities recognized as fair value adjustments through provisional purchase accounting of the acquisition of Vought Aircraft Industries, Inc. ("Vought") on June 16, 2010. For the three months ended June 30, 2013 and 2012, the Company recognized $6,141 and $6,993, respectively, into net sales in the accompanying consolidated statements of income.

Included in net sales of the Aerospace Systems Group is the non-cash amortization of acquired contract liabilities recognized as fair value adjustments through provisional purchase accounting of the acquisition of Goodrich Corporation (Goodrich Pump & Engine Control Systems) ("GPECS") on March 18, 2013. For the three months ended June 30, 2013, the Company recognized $5,009 into net sales in the accompanying consolidated statements of income.

The Aftermarket Services Group provides repair and overhaul services, a small portion of which services are provided under long-term power-by-the-hour contracts. The Company applies the proportional performance method of accounting to recognize revenue under these contracts. Revenue is recognized over the contract period as units are delivered based on the relative value in proportion to the total estimated contract consideration. In estimating the total contract consideration, management evaluates the projected utilization of its customers’ fleet over the term of the contract, in connection with the related estimated repair and overhaul servicing requirements to the fleet based on such utilization. Changes in utilization of the fleet by customers, among other factors, may have an impact on these estimates and require adjustments to estimates of revenue to be realized.

Concentration of Credit Risk

Concentration of Credit Risk

The Company’s trade accounts receivable are exposed to credit risk. However, the risk is limited due to the diversity of the customer base and the customer base’s wide geographical area. Trade accounts receivable from The Boeing Company (“Boeing”) (representing commercial, military and space) represented approximately 28% and 32% of total trade accounts receivable as of June 30, 2013 and March 31, 2013, respectively. The Company had no other concentrations of credit risk of more than 10%. Sales to Boeing for the three months ended June 30, 2013 were $425,114, or 45% of net sales, of which $397,314, $20,774 and $7,026 were from the Aerostructures segment, the Aerospace Systems segment and Aftermarket Services segment, respectively. Sales to Boeing for the three months ended June 30, 2012 were $426,881, or 48% of net sales, of which $402,000, $17,966 and $6,915 were from the Aerostructures segment, the Aerospace Systems segment and Aftermarket Services segment, respectively. No other single customer accounted for more than 10% of the Company’s net sales. However, the loss of any significant customer, including Boeing, could have a material adverse effect on the Company and its operating subsidiaries.

Stock-Based Compensation

Stock-Based Compensation

The Company recognizes compensation expense for share-based awards based on the fair value of those awards at the date of grant. Stock-based compensation expense for the three months ended June 30, 2013 and 2012 was $1,328 and $1,532, respectively. The Company has classified share-based compensation within selling, general and administrative expenses to correspond with the same line item as the majority of the cash compensation paid to employees. Upon the exercise of stock options or vesting of restricted stock, the Company first transfers treasury stock, then issues new shares.

Intangibles policy [Policy Text Block]

Intangible Assets

The components of intangible assets, net, are as follows:

	June 30, 2013
	Weighted- Average Life	Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships	16.5	$	592,917	$	(108,086	)	$	484,831
Product rights, technology and licenses	11.3	56,876		(29,146		)	27,730
Non-compete agreements and other	9.9	1,705		(1,226		)	479
Tradename	Indefinite-lived	438,400		—			438,400
Total intangibles, net		$	1,089,898	$	(138,458	)	$	951,440

	March 31, 2013
	Weighted- Average Life	Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships	16.5	$	588,761	$	(98,483	)	$	490,278
Product rights and licenses	11.3	56,876		(27,775		)	29,101
Non-compete agreements and other	8.8	2,205		(1,625		)	580
Tradename	Indefinite-lived	438,400		—			438,400
Total intangibles, net		$	1,086,242	$	(127,883	)	$	958,359

Amortization expense for the three months ended June 30, 2013 and 2012 was $11,533 and $8,566, respectively.

Product Warranty Disclosure [Text Block]

Warranty Reserves

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

The following is a rollforward of the warranty reserves for the three months ended June 30, 2013 and 2012, respectively:

	2013			2012
Balance, March 31	$	21,775		$	14,473
Charges (credits) to costs and expenses	917			(323		)
Write-offs, net of recoveries	(630		)	(491		)
Exchange rate changes	4			(18		)
Balance, June 30	$	22,066		$	13,641

Cash Flow, Supplemental Disclosures [Text Block]

Supplemental Cash Flow Information

The Company paid $672 and $2,408 for income taxes, net of refunds received, for the three months ended June 30, 2013 and 2012, respectively. The Company made interest payments of $11,589 and $13,125 for the three months ended June 30, 2013 and 2012, respectively.

During the three months ended June 30, 2013 and 2012, the Company financed $26 and $25 of property and equipment additions through capital leases, respectively. During the three months ended June 30, 2013 and 2012, the Company issued 1,849,548 and 310,629 shares, respectively, in connection with certain redemptions of convertible senior subordinated notes (see Note 6).

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SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Sep. 30, 2013
Consolidating Financial Statements, Captions
Net sales	$ 943,683	$ 887,688
Operating costs and expenses:
Cost of sales	696,471	651,277
Selling, general and administrative	66,717	61,959
Depreciation and amortization	37,934	31,815
Acquisition and integration expenses	0	545
Defined Benefit Plan, Cost of Providing Special or Contractual Termination Benefits Recognized During Period		1,150
Total operating costs and expenses	802,337	746,746
Operating income (loss)	141,346	140,942
Intercompany interest and charges	0	0
Interest expense and other	19,710	17,232
Income (loss) from continuing operations, before income taxes	121,636	123,710
Income tax expense (benefit)	42,593	47,378
Net income	79,043	76,332
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	343	(6,089)
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest	79,386	70,243	79,386
Parent
Consolidating Financial Statements, Captions
Net sales	0	0
Operating costs and expenses:
Cost of sales	0	0
Selling, general and administrative	10,593	9,186
Depreciation and amortization	633	545
Acquisition and integration expenses		601
Total operating costs and expenses	11,226	11,482
Operating income (loss)	(11,226)	(11,482)
Intercompany interest and charges	(57,390)	(49,338)
Interest expense and other	18,649	15,500
Income (loss) from continuing operations, before income taxes	27,515	22,356
Income tax expense (benefit)	8,390	10,181
Net income	19,125	12,175
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	0	0
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest	19,125	12,175
Guarantors Subsidiaries
Consolidating Financial Statements, Captions
Net sales	905,058	862,475
Operating costs and expenses:
Cost of sales	669,202	635,345
Selling, general and administrative	50,726	47,633
Depreciation and amortization	35,667	0
Acquisition and integration expenses		30,134
Total operating costs and expenses	756,810	713,112
Operating income (loss)	148,248	149,363
Intercompany interest and charges	56,430	48,512
Interest expense and other	1,675	2,429
Income (loss) from continuing operations, before income taxes	90,143	98,422
Income tax expense (benefit)	33,912	36,844
Net income	56,231	61,578
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	823	(1,667)
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest	57,054	59,911
Non-Guarantor Subsidiaries
Consolidating Financial Statements, Captions
Net sales	39,809	26,902
Operating costs and expenses:
Cost of sales	28,453	17,621
Selling, general and administrative	5,398	5,140
Depreciation and amortization	1,634	0
Acquisition and integration expenses		1,080
Total operating costs and expenses	35,485	23,841
Operating income (loss)	4,324	3,061
Intercompany interest and charges	960	826
Interest expense and other	(614)	(697)
Income (loss) from continuing operations, before income taxes	3,978	2,932
Income tax expense (benefit)	291	353
Net income	3,687	2,579
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	(480)	(4,422)
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest	3,207	(1,843)
Eliminations
Consolidating Financial Statements, Captions
Net sales	(1,184)	(1,689)
Operating costs and expenses:
Cost of sales	(1,184)	(1,689)
Selling, general and administrative	0	0
Depreciation and amortization		0
Acquisition and integration expenses		0
Total operating costs and expenses	(1,184)	(1,689)
Operating income (loss)	0	0
Intercompany interest and charges	0	0
Interest expense and other	0	0
Income (loss) from continuing operations, before income taxes	0	0
Income tax expense (benefit)	0	0
Net income	0	0
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	0	0
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest	$ 0	$ 0

XML

GOODWILL

3 Months Ended

Jun. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL

GOODWILL

The following is a summary of the changes in the carrying value of goodwill by reportable segment, from March 31, 2013 through June 30, 2013:

	Aerostructures		Aerospace  Systems		Aftermarket Services		Total
Balance, March 31, 2013	$	1,316,450	$	345,356	$	55,986	$	1,717,792
Goodwill recognized in connection with acquisitions	5,532		—		—		5,532
Effect of exchange rate changes	475		268		—		743
Balance, June 30, 2013	$	1,322,457	$	345,624	$	55,986	$	1,724,067

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FAIR VALUE MEASUREMENTS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013 Fair value measured on a recurring basis Significant Unobservable Inputs (Level 3)	Mar. 31, 2013 Fair value measured on a recurring basis Significant Unobservable Inputs (Level 3)	Jun. 30, 2013 Fair value measured on a recurring basis Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2013 Fair value measured on a recurring basis Fair Value, Inputs, Level 2 [Member]	Jun. 30, 2013 Aviation Network Services, LLC [Member]	Oct. 31, 2011 Aviation Network Services, LLC [Member]	Jun. 30, 2013 Minimum [Member]	Jun. 30, 2013 Maximum [Member]
Fair value of assets measured on a recurring basis
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value	$ (2,689)	$ (2,401)	$ (2,689)	$ (2,614)
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases, Sales, Issues, Settlements	0	0
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings	(75)	(382)
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Other Comprehensive Income (Loss)	0	0
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value	(2,614)	(2,019)	(2,689)	(2,614)
Contingent consideration							(1,100)	(1,926)
Business Acquisition, Contingent Consideration, Potential Cash Payment									0
Derivative Asset, Fair Value, Gross Asset					(141)	(209)
Notional Amount of Foreign Currency Derivatives	11,193
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months	90
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High										$ 3,000

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SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2013	Mar. 31, 2013	Jun. 30, 2012
Consolidating Financial Statements, Captions
Net income (loss)	$ 79,043		$ 76,332
Adjustments to reconcile net income to net cash (used in) provided by operating activities	(67,161)		26,215
Net cash (used in) provided by operating activities	11,882		102,547
Capital expenditures	(56,229)		(37,105)
Reimbursement Revenue	2,869		7
Proceeds from sale of assets	10,321	11,426	0
Acquisitions, net of cash acquired	(31,329)		0
Net cash used in investing activities	(74,368)		(37,098)
Net increase in revolving credit facility	153,935		(75,326)
Proceeds on issuance of debt	25,000		59,599
Retirements and repayments of debt	(125,186)		(42,045)
Payment of deferred financing costs	(357)		(2,066)
Dividends paid	(2,069)		(1,997)
Repurchase of restricted shares for minimum tax obligation	(2,726)		(1,840)
Proceeds on government grant	0		1,000
Proceeds from exercise of stock options, including excess tax benefit	109		253
Intercompany financing and advances	0		0
Net cash (used in) provided by financing activities	48,706		(62,422)
Effect of exchange rate changes on cash and cash equivalents	272		(693)
Net change in cash and cash equivalents	(13,508)		2,334
Cash at beginning of period	32,037		29,662
Cash at end of period	18,529	32,037	31,996
Parent
Consolidating Financial Statements, Captions
Net income (loss)	19,125		12,175
Adjustments to reconcile net income to net cash (used in) provided by operating activities	15,244		5,783
Net cash (used in) provided by operating activities	34,369		17,958
Capital expenditures	(1,466)		(71)
Reimbursement Revenue	0		0
Proceeds from sale of assets	0
Net cash used in investing activities	(1,466)		(71)
Net increase in revolving credit facility	153,935		(75,326)
Proceeds on issuance of debt	0		0
Retirements and repayments of debt	(107,320)		(15,097)
Payment of deferred financing costs	(357)		(2,066)
Dividends paid	(2,069)		(1,997)
Repurchase of restricted shares for minimum tax obligation	(2,726)		(1,840)
Proceeds on government grant	0
Proceeds from exercise of stock options, including excess tax benefit	109		253
Intercompany financing and advances	(74,473)		77,691
Net cash (used in) provided by financing activities	(32,901)		(18,382)
Effect of exchange rate changes on cash and cash equivalents	0		0
Net change in cash and cash equivalents	2		(495)
Cash at beginning of period	3,110		7,969
Cash at end of period	3,112		7,474
Guarantors Subsidiaries
Consolidating Financial Statements, Captions
Net income (loss)	56,231		61,578
Adjustments to reconcile net income to net cash (used in) provided by operating activities	(104,913)		(1,187)
Net cash (used in) provided by operating activities	(48,682)		60,391
Capital expenditures	(52,897)		(35,952)
Reimbursement Revenue	2,869		7
Proceeds from sale of assets	10,321
Acquisitions, net of cash acquired	22,255
Net cash used in investing activities	(61,962)		(35,945)
Net increase in revolving credit facility	0		0
Proceeds on issuance of debt	0		11,199
Retirements and repayments of debt	(3,766)		(3,048)
Payment of deferred financing costs	0		0
Dividends paid	0		0
Repurchase of restricted shares for minimum tax obligation	0		0
Proceeds on government grant	0
Proceeds from exercise of stock options, including excess tax benefit	0		0
Intercompany financing and advances	114,731		(34,699)
Net cash (used in) provided by financing activities	110,965		(25,548)
Effect of exchange rate changes on cash and cash equivalents	0		0
Net change in cash and cash equivalents	321		(1,102)
Cash at beginning of period	1,537		2,237
Cash at end of period	1,858		1,135
Non-Guarantor Subsidiaries
Consolidating Financial Statements, Captions
Net income (loss)	3,687		2,579
Adjustments to reconcile net income to net cash (used in) provided by operating activities	22,508		21,619
Net cash (used in) provided by operating activities	26,195		24,198
Capital expenditures	(1,866)		(1,082)
Reimbursement Revenue	0		0
Proceeds from sale of assets	0
Net cash used in investing activities	(10,940)		(1,082)
Net increase in revolving credit facility	0		0
Proceeds on issuance of debt	25,000		48,400
Retirements and repayments of debt	(14,100)		(23,900)
Payment of deferred financing costs	0		0
Dividends paid	0		0
Repurchase of restricted shares for minimum tax obligation	0		0
Proceeds on government grant	0
Proceeds from exercise of stock options, including excess tax benefit	0		0
Intercompany financing and advances	(40,258)		(42,992)
Net cash (used in) provided by financing activities	(29,358)		(18,492)
Effect of exchange rate changes on cash and cash equivalents	272		(693)
Net change in cash and cash equivalents	(13,831)		3,931
Cash at beginning of period	27,390		19,456
Cash at end of period	13,559		23,387
Eliminations
Consolidating Financial Statements, Captions
Net income (loss)	0		0
Adjustments to reconcile net income to net cash (used in) provided by operating activities	0		0
Net cash (used in) provided by operating activities	0		0
Capital expenditures	0		0
Reimbursement Revenue	0		0
Proceeds from sale of assets	0
Net cash used in investing activities	0		0
Net increase in revolving credit facility	0		0
Proceeds on issuance of debt	0		0
Retirements and repayments of debt	0		0
Payment of deferred financing costs	0		0
Dividends paid	0		0
Repurchase of restricted shares for minimum tax obligation	0		0
Proceeds on government grant	0
Proceeds from exercise of stock options, including excess tax benefit	0		0
Intercompany financing and advances	0		0
Net cash (used in) provided by financing activities	0		0
Effect of exchange rate changes on cash and cash equivalents	0		0
Net change in cash and cash equivalents	0		0
Cash at beginning of period	0		0
Cash at end of period	$ 0		$ 0

XML

Intangibles (Details 3) (USD $) In Thousands, unless otherwise specified	6 Months Ended	9 Months Ended			3 Months Ended
	Sep. 30, 2013	Dec. 31, 2011	Jun. 30, 2013	Mar. 31, 2013	Jun. 30, 2013 Customer relationships	Mar. 31, 2013 Customer relationships	Jun. 30, 2013 Product rights and licenses	Mar. 31, 2013 Product rights and licenses	Jun. 30, 2013 Non-compete agreements and other	Mar. 31, 2013 Non-compete agreements and other	Jun. 30, 2013 Tradename	Mar. 31, 2013 Tradename
Intangible Assets
Weighted-Average Life (in years)					16 years 6 months	16 years 6 months	11 years 3 months	11 years 3 months	9 years 11 months	8 years 9 months
Gross Carrying Amount					$ 592,917	$ 588,761	$ 56,876	$ 56,876	$ 1,705	$ 2,205
Accumulated Amortization			(138,458)	(127,883)	(108,086)	(98,483)	(29,146)	(27,775)	(1,226)	(1,625)		0
Finite-lived intangible assets, net					484,831	490,278	27,730	29,101	479	580	438,400	438,400
Indefinite-lived intangible assets, net											438,400	438,400
Total intangibles, gross			1,089,898	1,086,242
Total intangibles, net			951,440	958,359
Amortization expense	$ 11,533	$ 8,566

XML

INVENTORIES (Tables)

3 Months Ended

Jun. 30, 2013

Inventory Disclosure [Abstract]

Schedule of components of inventories

	June 30, 2013			March 31, 2013
Raw materials	$	83,363		$	70,242
Work-in-process, including manufactured and purchased components	1,051,086			965,825
Finished goods	86,565			75,763
Less: unliquidated progress payments	(134,261		)	(124,128		)
Total inventories	$	1,086,753		$	987,702

XML

ACQUISITIONS (Tables)

3 Months Ended

Jun. 30, 2013

Mar. 31, 2013

Business Acquisition [Line Items]

Business Acquisition, Pro Forma Information [Table Text Block]

	Three Months Ended June 30,
	2013		2012
Net Sales	$	948,879	$	957,289
Net income	79,199		81,384
Earnings per share—basic	$	1.56	$	1.65
Earnings per share—diluted	$	1.50	$	1.56

GPECS [Member]

Business Acquisition [Line Items]

Business Combination, Separately Recognized Transactions [Table Text Block]

The table below presents the provisional estimated fair value of assets acquired and liabilities assumed on the acquisition date based on the best information it has received to date, in accordance with ASC 805. The Company is awaiting final appraisal of tangible assets, intangible assets and certain contingent liabilities related to the GPECS acquisition. Accordingly, the Company has adjusted the value of intangible assets, property and equipment and contingent liabilities to draft appraisals. During the three months ended June 30, 2013, the Company recognized an increase of $29,511 in the provisional value of intangible assets as a result of the recognition of a definite-lived technology intangible asset and changes in the fair value of customer relationships acquired. Additionally, the Company recognized other immaterial adjustments to various assets acquired and liabilities assumed as of the acquisition date. These purchase price adjustments decreased the provisionally recognized goodwill by $27,963 and have been reflected retrospectively as of March 31, 2013 in the accompanying Consolidated Balance Sheet. The effect on net income for the period March 18, 2013 through March 31, 2013 was not material. Therefore, the allocation of the purchase price of the GPECS acquisition is not complete and the amounts below report the Company's best estimate of the fair value based on the information available at this time:

	March 18, 2013
Accounts receivable	$	15,888
Inventory	41,219
Prepaid expenses and other	568
Property and equipment	26,906
Goodwill	94,793
Intangibles assets	109,100
Deferred taxes	34,936
Total assets	$	323,410
Accounts payable	$	16,000
Accrued expenses	15,771
Acquired contract liabilities, net	80,000
Other noncurrent liabilities	2,989
Total liabilities	$	114,760

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]

The following table is a summary of the fair value estimates of the identifiable intangible assets and their estimated useful lives:

	Estimated Useful Life	Estimated Fair Value
Technology	10 years	$	19,100
Customer relationships	20 years	90,000
		$	109,100

Primus Corporation [Member]

Business Acquisition [Line Items]

Business Combination, Separately Recognized Transactions [Table Text Block]

The table below presents the provisional estimated fair value of assets acquired and liabilities assumed on the acquisition date based on the best information it has received to date, in accordance with ASC 805. These estimates will be revised as the Company receives final appraisal of tangible and intangible assets, certain liabilities assumed and other information related to the Primus acquisition. Accordingly, the amounts below report the Company's best estimate of the fair value based on the information available at this time:

	May 6, 2013
Cash	$	2,201
Accounts receivable	17,349
Inventory	19,102
Prepaid expenses and other	883
Property and equipment	47,244
Goodwill	5,532
Intangibles assets	4,168
Other noncurrent assets	5,546
Total assets	$	102,025
Accounts payable	$	10,027
Accrued expenses	23,704
Deferred taxes	4,764
Total liabilities	$	38,495

Embee Incorporated [Member]

Business Acquisition [Line Items]

Business Combination, Separately Recognized Transactions [Table Text Block]

The table below presents the provisional estimated fair value of assets acquired and liabilities assumed on the acquisition date based on the best information it has received to date, in accordance with ASC 805:

	December 19, 2012
Cash	$	750
Accounts receivable	6,956
Inventory	411
Prepaid expenses and other	507
Property and equipment	14,360
Goodwill	69,740
Intangible assets	55,501
Deferred taxes	509
Other assets	6,738
Total assets	$	155,472
Accounts payable	$	1,591
Accrued expenses	2,458
Other noncurrent liabilities	9,560
Total liabilities	$	13,609

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]

The following table is a summary of the fair value estimates of the identifiable intangible assets and their estimated useful lives:

	Estimated Useful Life	Estimated Fair Value
Tradename	Indefinite-lived	$	13,400
Customer relationships	10 years	42,101
		$	55,501

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LONG-TERM DEBT (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended				1 Months Ended				3 Months Ended	6 Months Ended			6 Months Ended		3 Months Ended							12 Months Ended			9 Months Ended			3 Months Ended				3 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Mar. 31, 2013	Mar. 31, 2012	Sep. 30, 2006 Convertible senior subordinated notes	Jun. 30, 2013 Convertible senior subordinated notes	Mar. 31, 2013 Convertible senior subordinated notes	Sep. 18, 2006 Convertible senior subordinated notes	Jun. 30, 2013 Revolving credit facility	Sep. 30, 2013 Revolving credit facility	Mar. 31, 2013 Revolving credit facility	Jun. 30, 2012 Revolving credit facility	Sep. 30, 2013 Term loan credit agreement	Mar. 31, 2012 Term loan credit agreement	Jun. 30, 2013 Asset-backed Securities [Member]	Mar. 31, 2013 Asset-backed Securities [Member]	Feb. 28, 2013 Asset-backed Securities [Member]	Jun. 30, 2013 Capital Lease Obligations [Member]	Mar. 31, 2013 Capital Lease Obligations [Member]	Jun. 30, 2013 Secured Promissory Notes [Member]	Mar. 31, 2013 Secured Promissory Notes [Member]	Mar. 31, 2011 Senior subordinated notes due 2017	Jun. 30, 2013 Senior subordinated notes due 2017	Mar. 31, 2013 Senior subordinated notes due 2017	Dec. 31, 2011 Senior notes due 2018	Jun. 30, 2013 Senior notes due 2018	Mar. 31, 2013 Senior notes due 2018	Mar. 31, 2013 Senior notes due 2021 [Member]	Jun. 30, 2013 Senior notes due 2021 [Member]	Jun. 30, 2013 Notes Payable, Other Payables [Member]	Mar. 31, 2013 Notes Payable, Other Payables [Member]	Jun. 30, 2013 Minimum [Member] Revolving credit facility	Jun. 30, 2013 Maximum [Member] Revolving credit facility
Long-term debt
Line of Credit Facility, Maximum Borrowing Capacity									$ 1,000,000			$ 850,000			$ 175,000		$ 175,000
Accordion feature									50,000
Payments of Financing Costs	357	2,066			6,252				2,100						196							4,390			7,307			6,327
Unamortized financing costs prior to amendment												7,000			537
Debt instrument principal amount								201,250						350,000									175,000			350,000		375,000
Gains (Losses) on Extinguishment of Debt													7,712
Debt Instrument, Description of Variable Rate Basis										LIBOR
Debt Instrument, Basis Spread on Variable Rate																																1.50%	2.75%
Outstanding borrowing amount	1,413,783			1,329,863		32,109	109,369		249,784		95,849				160,900	150,000		57,650	61,449	8,741	8,741		173,418	173,344		348,203	348,133	375,000	375,000	7,978	7,978
Letters of credit outstanding amount									36,246		31,415
Commitment fees (as a percent)																																0.30%	0.50%
Borrowing capacity under revolving credit facility after reductions for borrowings and letters of credit outstanding									713,970
Program fee on the amount outstanding (as a percent)															0.43%
Line of Credit Facility, Commitment Fee Percentage															0.43%
Percentage of line of credit on which commitment fees are charged (as a percent)															102.00%
Current portion of long-term debt	$ 56,457		$ 133,930

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SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS (Tables)

3 Months Ended

Jun. 30, 2013

Jun. 30, 2012

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Summary of consolidating balance sheets

	June 30, 2013
	Parent		Guarantor  Subsidiaries		Non-Guarantor  Subsidiaries		Eliminations			Consolidated  Total
Current assets:
Cash and cash equivalents	$	3,112	$	1,858	$	13,559	$	—		$	18,529
Trade and other receivables, net	1,374		157,378		252,400		—			411,152
Inventories	—		1,034,908		51,845		—			1,086,753
Rotable assets	—		24,736		10,369		—			35,105
Deferred income taxes	—		58,874		12		—			58,886
Prepaid expenses and other	4,460		11,439		4,713		—			20,612
Total current assets	8,946		1,289,193		332,898		—			1,631,037
Property and equipment, net	11,000		776,520		97,663		—			885,183
Goodwill and other intangible assets, net	168		2,619,874		55,465		—			2,675,507
Other, net	58,314		8,908		2,338		—			69,560
Intercompany investments and advances	3,311,515		163,071		9,598		(3,484,184		)	—
Total assets	$	3,389,943	$	4,857,566	$	497,962	$	(3,484,184	)	$	5,261,287
Current liabilities:
Current portion of long-term debt	$	32,359	$	24,098	$	—	$	—		$	56,457
Accounts payable	8,672		287,940		15,798		—			312,410
Accrued expenses	47,854		177,847		22,414		—			248,115
Total current liabilities	88,885		489,885		38,212		—			616,982
Long-term debt, less current portion	1,152,216		44,210		160,900		—			1,357,326
Intercompany advances	—		2,126,246		190,424		(2,316,670		)	—
Accrued pension and other postretirement benefits, noncurrent	7,361		624,640		—		—			632,001
Deferred income taxes and other	7,296		506,390		11,872		(4,766		)	520,792
Total stockholders’ equity	2,134,185		1,066,195		96,554		(1,162,748		)	2,134,186
Total liabilities and stockholders’ equity	$	3,389,943	$	4,857,566	$	497,962	$	(3,484,184	)	$	5,261,287

14. SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS (Continued)

SUMMARY CONSOLIDATING BALANCE SHEETS:

	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		171,129		261,657		—			433,927
Inventories	—		956,880		30,822		—			987,702
Rotable assets	—		24,903		9,950		—			34,853
Deferred income taxes	—		100,533		—		—			100,533
Prepaid expenses and other	5,533		15,159		2,890		—			23,582
Assets held for sale	—		14,747		—		—			14,747
Total current assets	9,784		1,284,888		332,709		—			1,627,381
Property and equipment, net	9,999		753,510		51,575		—			815,084
Goodwill and other intangible assets, net	335		2,630,300		45,516		—			2,676,151
Other, net	58,526		7,873		393		—			66,792
Intercompany investments and advances	3,137,667		325,786		2,777		(3,466,230		)	—
Total assets	$	3,216,311	$	5,002,357	$	432,970	$	(3,466,230	)	$	5,185,408
Current liabilities:
Current portion of long-term debt	$	109,648	$	24,282	$	—	$	—		$	133,930
Accounts payable	9,400		309,363		8,663		—			327,426
Accrued expenses	35,894		231,441		9,514		—			276,849
Liabilities related to assets held for sale	—		2,621		—		—			2,621
Total current liabilities	154,942		567,707		18,177		—			740,826
Long-term debt, less current portion	998,200		47,733		150,000		—			1,195,933
Intercompany advances	—		2,193,874		202,621		(2,396,495		)	—
Accrued pension and other postretirement benefits, noncurrent	7,264		663,911		—		—			671,175
Deferred income taxes and other	10,747		522,818		—		(1,249		)	532,316
Total stockholders’ equity	2,045,158		1,006,314		62,172		(1,068,486		)	2,045,158
Total liabilities and stockholders’ equity	$	3,216,311	$	5,002,357	$	432,970	$	(3,466,230	)	$	5,185,408

Condensed consolidating statements of income

14. SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME:

	Three Months Ended June 30, 2013
	Parent			Guarantor  Subsidiaries		Non-Guarantor  Subsidiaries			Eliminations			Consolidated  Total
Net sales	$	—		$	905,058	$	39,809		$	(1,184	)	$	943,683
Operating costs and expenses:
Cost of sales	—			669,202		28,453			(1,184		)	696,471
Selling, general and administrative	10,593			50,726		5,398			—			66,717
Depreciation and amortization	633			35,667		1,634						37,934
Relocation costs	—			1,215		—			—			1,215
	11,226			756,810		35,485			(1,184		)	802,337
Operating (loss) income	(11,226		)	148,248		4,324			—			141,346
Intercompany interest and charges	(57,390		)	56,430		960			—			—
Interest expense and other	18,649			1,675		(614		)	—			19,710
Income before income taxes	27,515			90,143		3,978			—			121,636
Income tax expense	8,390			33,912		291			—			42,593
Net income	19,125			56,231		3,687			—			79,043
Other comprehensive income (loss)	—			823		(480		)	—			343
Total comprehensive income	$	19,125		$	57,054	$	3,207		$	—		$	79,386

14. SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME:

	Three Months Ended June 30, 2012
	Parent			Guarantor  Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations			Consolidated  Total
Net sales	$	—		$	862,475		$	26,902		$	(1,689	)	$	887,688
Operating costs and expenses:
Cost of sales	—			635,345			17,621			(1,689		)	651,277
Selling, general and administrative	9,186			47,633			5,140			—			61,959
Depreciation and amortization	601			30,134			1,080			—			31,815
Acquisition and integration expenses	545			—			—			—			545
Early retirement incentives	1,150			—			—			—			1,150
	11,482			713,112			23,841			(1,689		)	746,746
Operating (loss) income	(11,482		)	149,363			3,061			—			140,942
Intercompany interest and charges	(49,338		)	48,512			826			—			—
Interest expense and other	15,500			2,429			(697		)	—			17,232
Income before income taxes	22,356			98,422			2,932			—			123,710
Income tax expense	10,181			36,844			353			—			47,378
Net income	12,175			61,578			2,579			—			76,332
Other comprehensive loss	—			(1,667		)	(4,422		)	—			(6,089		)
Total comprehensive income (loss)	$	12,175		$	59,911		$	(1,843	)	$	—		$	70,243

Condensed consolidating statements of cash flows

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:

	Three Months Ended June 30, 2013
	Parent			Guarantor  Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations		Consolidated  Total
Net income	$	19,125		$	56,231		$	3,687		$	—	$	79,043
Adjustments to reconcile net provided by operating activities	15,244			(104,913		)	22,508			—		(67,161		)
Net cash provided by operating activities	34,369			(48,682		)	26,195			—		11,882
Capital expenditures	(1,466		)	(52,897		)	(1,866		)	—		(56,229		)
Reimbursed capital expenditures	—			2,869			—			—		2,869
Proceeds from sale of assets	—			10,321			—			—		10,321
Acquisitions, net of cash acquired	—			(22,255		)	(9,074		)	—		(31,329		)
Net cash used in investing activities	(1,466		)	(61,962		)	(10,940		)	—		(74,368		)
Net decrease in revolving credit facility	153,935			—			—			—		153,935
Proceeds on issuance of debt	—			—			25,000			—		25,000
Retirements and repayments of debt	(107,320		)	(3,766		)	(14,100		)	—		(125,186		)
Payments of deferred financing costs	(357		)	—			—			—		(357		)
Dividends paid	(2,069		)	—			—			—		(2,069		)
Repurchase of restricted shares for minimum tax obligation	(2,726		)	—			—			—		(2,726		)
Proceeds from exercise of stock options, including excess tax benefit	109			—			—			—		109
Intercompany financing and advances	(74,473		)	114,731			(40,258		)	—		—
Net cash (used in) provided by financing activities	(32,901		)	110,965			(29,358		)	—		48,706
Effect of exchange rate changes on cash	—			—			272			—		272
Net change in cash and cash equivalents	2			321			(13,831		)	—		(13,508		)
Cash and cash equivalents at beginning of period	3,110			1,537			27,390			—		32,037
Cash and cash equivalents at end of period	$	3,112		$	1,858		$	13,559		$	—	$	18,529

	Three Months Ended June 30, 2013
	Parent			Guarantor  Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations		Consolidated  Total
Net income	$	19,125		$	56,231		$	3,687		$	—	$	79,043
Adjustments to reconcile net provided by operating activities	15,244			(104,913		)	22,508			—		(67,161		)
Net cash provided by operating activities	34,369			(48,682		)	26,195			—		11,882
Capital expenditures	(1,466		)	(52,897		)	(1,866		)	—		(56,229		)
Reimbursed capital expenditures	—			2,869			—			—		2,869
Proceeds from sale of assets	—			10,321			—			—		10,321
Acquisitions, net of cash acquired	—			(22,255		)	(9,074		)	—		(31,329		)
Net cash used in investing activities	(1,466		)	(61,962		)	(10,940		)	—		(74,368		)
Net decrease in revolving credit facility	153,935			—			—			—		153,935
Proceeds on issuance of debt	—			—			25,000			—		25,000
Retirements and repayments of debt	(107,320		)	(3,766		)	(14,100		)	—		(125,186		)
Payments of deferred financing costs	(357		)	—			—			—		(357		)
Dividends paid	(2,069		)	—			—			—		(2,069		)
Repurchase of restricted shares for minimum tax obligation	(2,726		)	—			—			—		(2,726		)
Proceeds from exercise of stock options, including excess tax benefit	109			—			—			—		109
Intercompany financing and advances	(74,473		)	114,731			(40,258		)	—		—
Net cash (used in) provided by financing activities	(32,901		)	110,965			(29,358		)	—		48,706
Effect of exchange rate changes on cash	—			—			272			—		272
Net change in cash and cash equivalents	2			321			(13,831		)	—		(13,508		)
Cash and cash equivalents at beginning of period	3,110			1,537			27,390			—		32,037
Cash and cash equivalents at end of period	$	3,112		$	1,858		$	13,559		$	—	$	18,529

14. SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:

	Three Months Ended June 30, 2012
	Parent			Guarantor  Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations		Consolidated  Total
Net income (loss)	$	12,175		$	61,578		$	2,579		$	—	$	76,332
Adjustments to reconcile net income (loss) to net cash provided by operating activities	5,783			(1,187		)	21,619			—		26,215
Net cash provided by operating activities	17,958			60,391			24,198			—		102,547
Capital expenditures	(71		)	(35,952		)	(1,082		)	—		(37,105		)
Reimbursements of capital expenditures	—			7			—			—		7
Net cash used in investing activities	(71		)	(35,945		)	(1,082		)	—		(37,098		)
Net increase in revolving credit facility	(75,326		)	—			—			—		(75,326		)
Proceeds on issuance of debt	—			11,199			48,400			—		59,599
Retirements and repayments of debt	(15,097		)	(3,048		)	(23,900		)	—		(42,045		)
Payments of deferred financing costs	(2,066		)	—			—			—		(2,066		)
Dividends paid	(1,997		)	—			—			—		(1,997		)
Withholding of restricted shares for minimum tax obligation	(1,840		)	—			—			—		(1,840		)
Proceeds from government grant	—			1,000			—			—		1,000
Proceeds from exercise of stock options, including excess tax benefit	253			—			—			—		253
Intercompany financing and advances	77,691			(34,699		)	(42,992		)	—		—
Net cash used in financing activities	(18,382		)	(25,548		)	(18,492		)	—		(62,422		)
Effect of exchange rate changes on cash	—			—			(693		)	—		(693		)
Net change in cash	(495		)	(1,102		)	3,931			—		2,334
Cash at beginning of period	7,969			2,237			19,456			—		29,662
Cash at end of period	$	7,474		$	1,135		$	23,387		$	—	$	31,996

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Changes in Accounting Estimates (Details 5)	3 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Comprehensive Income [Member]
Change in Accounting Estimate [Line Items]
Change in Accounting Estimate, Financial Effect	-4685	-1299
Income, net [Member]
Change in Accounting Estimate [Line Items]
Change in Accounting Estimate, Financial Effect	-3044.4642622525	-801.5137660356
Diluted earings per share [Member]
Change in Accounting Estimate [Line Items]
Change in Accounting Estimate, Financial Effect	-0.0576449646	-0.0153431157
Gross Favorable Change in Estimates [Member]
Change in Accounting Estimate [Line Items]
Change in Accounting Estimate, Financial Effect	7828
Gross Unfavorable Changes In Estimates [Member]
Change in Accounting Estimate [Line Items]
Change in Accounting Estimate, Financial Effect	-12513

XML

FAIR VALUE MEASUREMENTS (Details 2) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Mar. 31, 2012	Jun. 30, 2013 Carrying Value	Mar. 31, 2013 Carrying Value	Jun. 30, 2013 Total Fair Value	Mar. 31, 2013 Total Fair Value	Jun. 30, 2013 Aviation Network Services, LLC [Member]	Oct. 31, 2011 Aviation Network Services, LLC [Member]
Carrying amounts and related estimated fair values of financial instruments not recorded at fair value in financial statements
Business Combination, Contingent Consideration, Liability							$ 1,100	$ 1,926
Long-term debt	$ 1,413,783	$ 1,329,863	$ 1,413,783	$ 1,329,863	$ 1,506,278	$ 1,594,800

XML

GOODWILL (Tables)

3 Months Ended

Jun. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of changes in the carrying value of goodwill by reportable segment

	Aerostructures		Aerospace  Systems		Aftermarket Services		Total
Balance, March 31, 2013	$	1,316,450	$	345,356	$	55,986	$	1,717,792
Goodwill recognized in connection with acquisitions	5,532		—		—		5,532
Effect of exchange rate changes	475		268		—		743
Balance, June 30, 2013	$	1,322,457	$	345,624	$	55,986	$	1,724,067

XML

DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2013	Mar. 31, 2013	Jun. 30, 2012
Discontinued operations and assets held for sale
Proceeds from sale of assets	$ 10,321	$ 11,426	$ 0
Proceeds from Sale of Property Held-for-sale		9,676
Notes Issued		1,500
Assets Held-for-sale, Current	0	14,747
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal		1,462
Rotable assets	35,105	34,853
Triumph Instruments [Member]
Discontinued operations and assets held for sale
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net		2,545
Disposal Group, Including Discontinued Operation, Inventory		7,668
Disposal Group Including Discountued Operation Rotable Assets		1,957
Disposal Group, Including Discontinued Operation, Property, Plant, and Equipment, Net		2,431
Disposal Group, Including Discontinued Operation, Other Noncurrent Assets		146
Assets of Disposal Group, Including Discontinued Operation, Noncurrent		14,747
Disposal Group, Including Discontinued Operation, Other Current Liabilities		945
Disposal Group, Including Discontinued Operation, Other Noncurrent Liabilities		161
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent		$ 2,621

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Schedule of Finite-Lived and Indefinite-Lived Intangible Assets by Major Class [Table Text Block]

	June 30, 2013
	Weighted- Average Life	Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships	16.5	$	592,917	$	(108,086	)	$	484,831
Product rights, technology and licenses	11.3	56,876		(29,146		)	27,730
Non-compete agreements and other	9.9	1,705		(1,226		)	479
Tradename	Indefinite-lived	438,400		—			438,400
Total intangibles, net		$	1,089,898	$	(138,458	)	$	951,440

	March 31, 2013
	Weighted- Average Life	Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships	16.5	$	588,761	$	(98,483	)	$	490,278
Product rights and licenses	11.3	56,876		(27,775		)	29,101
Non-compete agreements and other	8.8	2,205		(1,625		)	580
Tradename	Indefinite-lived	438,400		—			438,400
Total intangibles, net		$	1,086,242	$	(127,883	)	$	958,359

Schedule of Product Warranty Liability [Table Text Block]

	2013			2012
Balance, March 31	$	21,775		$	14,473
Charges (credits) to costs and expenses	917			(323		)
Write-offs, net of recoveries	(630		)	(491		)
Exchange rate changes	4			(18		)
Balance, June 30	$	22,066		$	13,641

XML

Consolidated Statements of Comprehensive Income Parenthetical (Parentheticals) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended	9 Months Ended
	Jun. 30, 2013	Dec. 31, 2011	Sep. 30, 2013	Dec. 31, 2011
Pension and postretirement adjustments, income taxes	$ 644	$ (957)	$ 644	$ (957)
Unrealized gain on cash flow hedge, tax	$ 131	$ 69	$ 131	$ 69

XML

Consolidated Statements of Cash Flows Parenthetical (Parentheticals) (USD $) In Thousands, unless otherwise specified	6 Months Ended	9 Months Ended
	Sep. 30, 2013	Dec. 31, 2011
Excess tax benefit	$ 0	$ 0

XML

ACQUISITIONS

3 Months Ended

Jun. 30, 2013

Business Combinations [Abstract]

ACQUISITIONS

ACQUISITIONS

Acquisitions of Primus Composites

Effective May 6, 2013, the Company acquired four related entities collectively comprising the Primus Composites ("Primus") business from Precision Castparts Corp. The acquired business, which includes two manufacturing facilities in Farnborough, England and Rayong, Thailand, will operate as Triumph Structures - Farnborough and Triumph Structures - Thailand and be included in the Aerostructures Group. Together, Triumph Structures - Farnborough and Triumph Structures - Thailand constitute a global supplier of composite and metallic propulsion and structural composites and assemblies. In addition to its composite operations, the Thailand operation also machines and processes metal components.

The purchase price for the Primus acquisition was $33,530 in cash and $30,000 in assumed debt settled at closing. Goodwill in the amount of $5,532 was recognized for this acquisition and is calculated as the excess of consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized such as assembled workforce. The goodwill is not deductible for tax purposes. The Company has also identified intangible assets related to customer relationships valued at approximately $4,168 with a weighted-average life of 16.0 years.

The accounting for a business combination is dependent upon obtaining valuations and other information for certain assets and liabilities which have not yet been completed or obtained to a point where definitive estimates can be made. The process for estimating the fair values of identified intangible assets, certain tangible assets and assumed liabilities require the use of judgment to determine the appropriate assumptions.

As the acquisition occurred during our fiscal quarter, substantially all of the purchase price allocation for Primus is provisional. As the Company finalizes estimates of the fair value of assets acquired and liabilities assumed, additional purchase price adjustments will be recorded during the measurement period not to exceed one year beyond the acquisition date. These adjustments may have a material impact on the Company's results of operations and financial position.

The table below presents the provisional estimated fair value of assets acquired and liabilities assumed on the acquisition date based on the best information it has received to date, in accordance with ASC 805. These estimates will be revised as the Company receives final appraisal of tangible and intangible assets, certain liabilities assumed and other information related to the Primus acquisition. Accordingly, the amounts below report the Company's best estimate of the fair value based on the information available at this time:

	May 6, 2013
Cash	$	2,201
Accounts receivable	17,349
Inventory	19,102
Prepaid expenses and other	883
Property and equipment	47,244
Goodwill	5,532
Intangibles assets	4,168
Other noncurrent assets	5,546
Total assets	$	102,025
Accounts payable	$	10,027
Accrued expenses	23,704
Deferred taxes	4,764
Total liabilities	$	38,495

The provisional amounts recognized are based on the Company's best estimates using information that it has obtained as of the reporting date. The Company will finalize its estimates once it is able to determine that it has obtained all necessary information that existed as of the acquisition date related to these matters or one year following the acquisition of Primus, whichever is earlier.

The Primus acquisition has been accounted for under the acquisition method and, accordingly, is included in the consolidated financial statements from the effective date of acquisition. The Primus acquisition was funded by the Company's long-term borrowings in place at the date of acquisition. The Company incurred $1,386 in acquisition-related costs in connection with the Primus acquisition, which is recorded in selling, general and administrative expenses in the accompanying Consolidated Statements of Income.

FISCAL 2013 ACQUISTIONS

Acquisition of Goodrich Corporation (Goodrich Pump & Engine Control Systems)

Effective March 18, 2013, a wholly-owned subsidiary of the Company, Triumph Engine Control Systems, LLC, acquired the assets of Goodrich Corporation (Goodrich Pump & Engine Control Systems) ("GPECS"), a leading independent aerospace fuel system supplier for the commercial, military, helicopter and business jet markets. The acquisition of GPECS provides new capabilities in a market where the Company does not currently participate and further diversifies its customer base in electronic engine controls, fuel metering units and main fuel pumps for both OE and aftermarket/spares end markets. The results for Triumph Engine Control Systems, LLC are included in the Aerospace Systems Group segment from the date of acquisition.

The purchase price for the GPECS acquisition was $208,650. Goodwill in the amount of $94,793 was recognized for this acquisition and is calculated as the excess of consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized such as assembled workforce. The goodwill is deductible for tax purposes. The Company has also identified intangible assets valued at approximately $109,100 with a weighted-average life of 18.2 years.

The accounting for a business combination is dependent upon obtaining valuations and other information for certain assets and liabilities which have not yet been completed or obtained to a point where definitive estimates can be made. The process for estimating the fair values of identified intangible assets, certain tangible assets and assumed liabilities require the use of judgment to determine the appropriate assumptions.

As the Company finalizes estimates of the fair value of assets acquired and liabilities assumed, substantially all of the purchase price allocation for GPECS is provisional. Additional purchase price adjustments will be recorded during the measurement period not to exceed one year beyond the acquisition date. These adjustments may have a material impact on the Company's results of operations and financial position.

The table below presents the provisional estimated fair value of assets acquired and liabilities assumed on the acquisition date based on the best information it has received to date, in accordance with ASC 805. The Company is awaiting final appraisal of tangible assets, intangible assets and certain contingent liabilities related to the GPECS acquisition. Accordingly, the Company has adjusted the value of intangible assets, property and equipment and contingent liabilities to draft appraisals. During the three months ended June 30, 2013, the Company recognized an increase of $29,511 in the provisional value of intangible assets as a result of the recognition of a definite-lived technology intangible asset and changes in the fair value of customer relationships acquired. Additionally, the Company recognized other immaterial adjustments to various assets acquired and liabilities assumed as of the acquisition date. These purchase price adjustments decreased the provisionally recognized goodwill by $27,963 and have been reflected retrospectively as of March 31, 2013 in the accompanying Consolidated Balance Sheet. The effect on net income for the period March 18, 2013 through March 31, 2013 was not material. Therefore, the allocation of the purchase price of the GPECS acquisition is not complete and the amounts below report the Company's best estimate of the fair value based on the information available at this time:

	March 18, 2013
Accounts receivable	$	15,888
Inventory	41,219
Prepaid expenses and other	568
Property and equipment	26,906
Goodwill	94,793
Intangibles assets	109,100
Deferred taxes	34,936
Total assets	$	323,410
Accounts payable	$	16,000
Accrued expenses	15,771
Acquired contract liabilities, net	80,000
Other noncurrent liabilities	2,989
Total liabilities	$	114,760

The following table is a summary of the fair value estimates of the identifiable intangible assets and their estimated useful lives:

	Estimated Useful Life	Estimated Fair Value
Technology	10 years	$	19,100
Customer relationships	20 years	90,000
		$	109,100

Based on the information accumulated to date, the Company's current assessment of the probable outcome of environmental and legal contingencies, the Company has recognized provisional liabilities which resulted in an amount of $2,800. The provisional amounts recognized are based on the Company's best estimates using information that it has obtained as of the reporting date. The Company will finalize its estimates once it is able to determine that it has obtained all necessary information that existed as of the acquisition date related to these matters or one year following the acquisition of GPECS, whichever is earlier.

The GPECS acquisition has been accounted for under the acquisition method and, accordingly, is included in the consolidated financial statements from the effective date of acquisition. The GPECS acquisition was funded by the Company's long-term borrowings in place at the date of acquisition. The Company incurred $475 for the three months ended June 30, 2013 and $2,936 for the fiscal year ended March 31, 2013 in acquisition-related costs in connection with the GPECS acquisition, which is recorded in selling, general and administrative expenses in the respective Consolidated Statement of Income.

Acquisition of Embee, Inc.

Effective December 19, 2012, the Company acquired all of the outstanding shares of Embee, Inc. ("Embee"), renamed Triumph Processing — Embee Division, Inc., which is a leading commercial metal finishing provider offering more than seventy metal finishing, inspecting and testing processes primarily for the aerospace industry. The acquisition of Embee expands the Company's current capabilities to provide comprehensive processing services on precision engineered parts for hydraulics, landing gear, spare parts and electronic actuation systems. The results for Triumph Processing — Embee Division, Inc. are included in the Aerospace Systems Group segment.

The purchase price for the Embee acquisition was $141,863. Goodwill in the amount of $69,740 was recognized for this acquisition and is calculated as the excess of consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized such as assembled workforce. The goodwill is deductible for tax purposes. The Company has also identified intangible assets valued at $55,501 with a weighted-average life of 10.0 years. The Company has recorded its best estimate of the value of the assets and liabilities; however, the allocation of the purchase price for Embee is not complete. The purchase consideration will be finalized upon the settlement of working capital adjustments with the prior owners. The Company is also awaiting final appraisal of tangible assets, intangible assets and certain contingent liabilities related to the Embee acquisition. Accordingly, the Company has adjusted the value of intangible assets, property and equipment and contingent liabilities to draft appraisals. Therefore, the allocation of the purchase price of the Embee acquisition is not complete. The measurement period adjustments recorded during the three months ended June 30, 2013 were not material to the financial statements.

The table below presents the provisional estimated fair value of assets acquired and liabilities assumed on the acquisition date based on the best information it has received to date, in accordance with ASC 805:

	December 19, 2012
Cash	$	750
Accounts receivable	6,956
Inventory	411
Prepaid expenses and other	507
Property and equipment	14,360
Goodwill	69,740
Intangible assets	55,501
Deferred taxes	509
Other assets	6,738
Total assets	$	155,472
Accounts payable	$	1,591
Accrued expenses	2,458
Other noncurrent liabilities	9,560
Total liabilities	$	13,609

Based on the information accumulated to date, and the Company's current assessment of the probable outcome of environmental contingencies, the Company has recognized a provisional liability and an estimated indemnification asset, which resulted in a net amount of $10,060. The provisional amounts recognized are based on the Company's best estimate using information that it has obtained as of the reporting date. The Company will finalize its estimate once it is able to determine that it has obtained all necessary information that existed as of the acquisition date related to this matter or one year following the acquisition of Embee, whichever is earlier.

The following table is a summary of the fair value estimates of the identifiable intangible assets and their estimated useful lives:

	Estimated Useful Life	Estimated Fair Value
Tradename	Indefinite-lived	$	13,400
Customer relationships	10 years	42,101
		$	55,501

The Embee acquisition has been accounted for under the acquisition method and, accordingly, is included in the consolidated financial statements from the effective date of acquisition. The Embee acquisition was funded by the Company's long-term borrowings in place at the date of acquisition. The Company incurred $80 for the three months ended June 30, 2013 and $805 for the fiscal year ended March 31, 2013 in acquisition-related costs in connection with the Embee acquisition, which is recorded in selling, general and administrative expenses in the respective Consolidated Statement of Income.

The acquisitions of GPECS and Embee are herein referred to as the "fiscal 2013 acquisitions."

The pro forma results presented below include the effects of the Primus acquisition and the fiscal 2013 acquisitions as if they had been consummated as of April 1, 2012. The pro forma results include the amortization associated with an estimate of acquired intangible assets and interest expense on debt to fund these acquisitions, as well as fair value adjustments for property and equipment and off-market contracts. To better reflect the combined operating results, nonrecurring charges directly attributable to the transaction have been excluded. In addition, the pro forma results do not include any expected benefits of the acquisitions. Accordingly, the pro forma results are not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions been consummated as of April 1, 2012 and have been included in the Company's results of operations for fiscal years 2014 and 2013.

	Three Months Ended June 30,
	2013		2012
Net Sales	$	948,879	$	957,289
Net income	79,199		81,384
Earnings per share—basic	$	1.56	$	1.65
Earnings per share—diluted	$	1.50	$	1.56

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BASIS OF PRESENTATION AND ORGANIZATION

3 Months Ended

Jun. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

BASIS OF PRESENTATION AND ORGANIZATION

The accompanying unaudited consolidated financial statements of Triumph Group, Inc. (the “Company”) have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair presentation of the results of operations, financial position and cash flows. The results of operations for the three months ended June 30, 2013 are not necessarily indicative of results that may be expected for the year ending March 31, 2014. The accompanying consolidated financial statements are unaudited and should be read in conjunction with the fiscal 2013 audited consolidated financial statements and notes thereto, included in the Company's Form 10-K for the year ended March 31, 2013 filed in May 2013.

The Company designs, engineers, manufactures, repairs and overhauls a broad portfolio of aerostructures, aircraft components, accessories, subassemblies and systems. The Company serves a broad, worldwide spectrum of the aviation industry, including original equipment manufacturers of commercial, regional, business and military aircraft and aircraft components, as well as commercial and regional airlines and air cargo carriers.

Effective April 1, 2013, the Company prospectively adopted accounting guidance requiring disclosure of items reclassified from other comprehensive income (loss) to net income by their respective income statement line item. For items not reclassified to net income in their entirety, the Company is required to reference other disclosures that provide greater detail about these reclassifications. Refer to "Note 12 Stockholders' Equity" of this Form 10-Q for further information. Other than the additional disclosures, the adoption of the guidance did not have an impact on the Company's financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Product Warranty (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Sep. 30, 2013
Product Warranties [Abstract]
Standard Product Warranty Description			3
Extended Product Warranty Description			20
Product Warranty Accrual	$ 22,066	$ 13,641
Product Warranty Accrual, Preexisting, Increase (Decrease)	917	(323)
Product Warranty Accrual, Payments	(630)	(491)
Product Warranty Accrual, Currency Translation, Increase (Decrease)	4	(18)
Product Warranty Accrual	$ 21,775	$ 14,473	$ 21,775

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LONG-TERM DEBT (Tables)

3 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Schedule of long-term debt

	June 30, 2013		March 31, 2013
Revolving credit facility	$	249,784	$	95,849
Receivable securitization facility	160,900		150,000
Equipment leasing facility and other capital leases	57,650		61,449
Secured promissory notes	8,741		8,741
Senior subordinated notes due 2017	173,418		173,344
Senior notes due 2018	348,203		348,133
Senor notes due 2021	375,000		375,000
Convertible senior subordinated notes	32,109		109,369
Other debt	7,978		7,978
	1,413,783		1,329,863
Less current portion	56,457		133,930
	$	1,357,326	$	1,195,933

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PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Tables)

3 Months Ended

Jun. 30, 2013

Pension benefits

Components of net periodic benefit costs:

Schedule of components of net periodic benefit cost and postretirement benefit plan

	Pension benefits
	Three Months Ended June 30,
	2013			2012
Components of net periodic benefit expense (income):
Service cost	$	3,293		$	4,626
Interest cost	23,216			24,587
Expected return on plan assets	(37,018		)	(34,334		)
Amortization of prior service costs	(1,683		)	(1,457		)
Amortization of net loss	4,531			80
Special termination benefits	—			1,150
Net periodic benefit income	$	(7,661	)	$	(5,348	)

Other postretirement

Components of net periodic benefit costs:

Schedule of components of net periodic benefit cost and postretirement benefit plan

	Other postretirement benefits
	Three Months Ended June 30,
	2013			2012
Components of net periodic benefit expense:
Service cost	$	765		$	885
Interest cost	3,138			3,940
Amortization of prior service costs	(1,132		)	(1,132		)
Net periodic benefit expense	$	2,771		$	3,693

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended										3 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013 Aerostructures Group [Member]	Jun. 30, 2012 Aerostructures Group [Member]	Jun. 30, 2013 Aerospace Systems	Jun. 30, 2012 Aerospace Systems	Jun. 30, 2013 Aftermarket Services	Jun. 30, 2012 Aftermarket Services	Jun. 30, 2013 Accounts receivables The Boeing Company ("Boeing")	Mar. 31, 2012 Accounts receivables The Boeing Company ("Boeing")	Jun. 30, 2013 Net sales	Jun. 30, 2012 Net sales	Jun. 30, 2013 Net sales The Boeing Company ("Boeing") Aerostructures Group [Member]	Jun. 30, 2012 Net sales The Boeing Company ("Boeing") Aerostructures Group [Member]	Jun. 30, 2013 Net sales The Boeing Company ("Boeing") Aerospace Systems	Jun. 30, 2012 Net sales The Boeing Company ("Boeing") Aerospace Systems	Jun. 30, 2013 Net sales The Boeing Company ("Boeing") Aftermarket Services	Jun. 30, 2012 Net sales The Boeing Company ("Boeing") Aftermarket Services
Concentration of Credit Risk
Concentration of Risk, Accounts Receivable, Major Customer									28.00%	32.00%
Percentage from Boeing compared to total											45.00%	48.00%
Net sales	$ 943,683	$ 887,688	$ 651,888	$ 669,853	$ 219,526	$ 140,512	$ 74,353	$ 79,977			$ 425,114	$ 426,881	$ 397,314	$ 402,000	$ 20,774	$ 17,966	$ 7,026	$ 6,915
Concentration Risk, Customer											.1
Stock-Based Compensation
Share-based Compensation	$ 1,328	$ 1,532

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SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Mar. 31, 2013	Jun. 30, 2012	Mar. 31, 2012
Current assets:
Cash and cash equivalents	$ 18,529	$ 32,037	$ 31,996	$ 29,662
Trade and other receivables, net	411,152	433,927
Inventories	1,086,753	987,702
Rotable assets	35,105	34,853
Deferred income taxes	58,886	100,533
Prepaid expenses and other	20,612	23,582
Assets Held-for-sale, Current	0	14,747
Total current assets	1,631,037	1,627,381
Property and equipment, net	885,183	815,084
Goodwill and other intangible assets, net	2,675,507	2,676,151
Other, net	69,560	66,792
Intercompany investments and advances	0	0
Total assets	5,261,287	5,185,408
Current liabilities:
Current portion of long-term debt	56,457	133,930
Accounts payable	312,410	327,426
Accrued expenses	248,115	276,849
Liabilities of Assets Held-for-sale	0	2,621
Total current liabilities	616,982	740,826
Long-term debt, less current portion	1,357,326	1,195,933		1,195,933
Intercompany debt	0	0
Accrued pension and other postretirement benefits, noncurrent	632,001	671,175
Deferred income taxes and other	520,792	532,316
Total stockholders' equity	2,134,186	2,045,158
Total liabilities and stockholders' equity	5,261,287	5,185,408
Parent
Current assets:
Cash and cash equivalents	3,112	3,110	7,474	7,969
Trade and other receivables, net	1,374	1,141
Inventories	0	0
Rotable assets	0	0
Deferred income taxes	0	0
Prepaid expenses and other	4,460	5,533
Assets Held-for-sale, Current		0
Total current assets	8,946	9,784
Property and equipment, net	11,000	9,999
Goodwill and other intangible assets, net	168	335
Other, net	58,314	58,526
Intercompany investments and advances	3,311,515	3,137,667
Total assets	3,389,943	3,216,311
Current liabilities:
Current portion of long-term debt	32,359	109,648
Accounts payable	8,672	9,400
Accrued expenses	47,854	35,894
Liabilities of Assets Held-for-sale		0
Total current liabilities	88,885	154,942
Long-term debt, less current portion	1,152,216	998,200
Intercompany debt	0	0
Accrued pension and other postretirement benefits, noncurrent	7,361	7,264
Deferred income taxes and other	7,296	10,747
Total stockholders' equity	2,134,185	2,045,158
Total liabilities and stockholders' equity	3,389,943	3,216,311
Guarantors Subsidiaries
Current assets:
Cash and cash equivalents	1,858	1,537	1,135	2,237
Trade and other receivables, net	157,378	171,129
Inventories	1,034,908	956,880
Rotable assets	24,736	24,903
Deferred income taxes	58,874	100,533
Prepaid expenses and other	11,439	15,159
Assets Held-for-sale, Current		14,747
Total current assets	1,289,193	1,284,888
Property and equipment, net	776,520	753,510
Goodwill and other intangible assets, net	2,619,874	2,630,300
Other, net	8,908	7,873
Intercompany investments and advances	163,071	325,786
Total assets	4,857,566	5,002,357
Current liabilities:
Current portion of long-term debt	24,098	24,282
Accounts payable	287,940	309,363
Accrued expenses	177,847	231,441
Liabilities of Assets Held-for-sale		2,621
Total current liabilities	489,885	567,707
Long-term debt, less current portion	44,210	47,733
Intercompany debt	2,126,246	2,193,874
Accrued pension and other postretirement benefits, noncurrent	624,640	663,911
Deferred income taxes and other	506,390	522,818
Total stockholders' equity	1,066,195	1,006,314
Total liabilities and stockholders' equity	4,857,566	5,002,357
Non-Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	13,559	27,390	23,387	19,456
Trade and other receivables, net	252,400	261,657
Inventories	51,845	30,822
Rotable assets	10,369	9,950
Deferred income taxes	12	0
Prepaid expenses and other	4,713	2,890
Assets Held-for-sale, Current		0
Total current assets	332,898	332,709
Property and equipment, net	97,663	51,575
Goodwill and other intangible assets, net	55,465	45,516
Other, net	2,338	393
Intercompany investments and advances	9,598	2,777
Total assets	497,962	432,970
Current liabilities:
Current portion of long-term debt	0	0
Accounts payable	15,798	8,663
Accrued expenses	22,414	9,514
Liabilities of Assets Held-for-sale		0
Total current liabilities	38,212	18,177
Long-term debt, less current portion	160,900	150,000
Intercompany debt	190,424	202,621
Accrued pension and other postretirement benefits, noncurrent	0	0
Deferred income taxes and other	11,872	0
Total stockholders' equity	96,554	62,172
Total liabilities and stockholders' equity	497,962	432,970
Eliminations
Current assets:
Cash and cash equivalents	0	0	0	0
Trade and other receivables, net	0	0
Inventories	0	0
Rotable assets	0	0
Deferred income taxes	0	0
Prepaid expenses and other	0	0
Assets Held-for-sale, Current		0
Total current assets	0	0
Property and equipment, net	0	0
Goodwill and other intangible assets, net	0	0
Other, net	0	0
Intercompany investments and advances	(3,484,184)	(3,466,230)
Total assets	(3,484,184)	(3,466,230)
Current liabilities:
Current portion of long-term debt	0	0
Accounts payable	0	0
Accrued expenses	0	0
Liabilities of Assets Held-for-sale		0
Total current liabilities	0	0
Long-term debt, less current portion	0	0
Intercompany debt	(2,316,670)	(2,396,495)
Accrued pension and other postretirement benefits, noncurrent	0	0
Deferred income taxes and other	(4,766)	(1,249)
Total stockholders' equity	(1,162,748)	(1,068,486)
Total liabilities and stockholders' equity	$ (3,484,184)	$ (3,466,230)

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EARNINGS PER SHARE (Details) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Earnings Per Share [Abstract]
Weighted-average common shares outstanding-basic (in shares)	50,815	49,416
Net effect of dilutive stock options (in shares)	298	400
Potential common shares - convertible debt (in shares)	1,693	2,455
Weighted average common shares outstanding - diluted (in shares)	52,806	52,271

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LONG-TERM DEBT, BY TYPE (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Mar. 31, 2013	Mar. 31, 2012
Long-term debt
Long-term debt	$ 1,413,783		$ 1,329,863
Less current portion	56,457	133,930
Long-term Debt and Capital Lease Obligations	1,357,326	1,195,933	1,195,933
Revolving credit facility
Long-term debt
Long-term debt	249,784	95,849
Asset-backed Securities [Member]
Long-term debt
Long-term debt	160,900	150,000
Capital Lease Obligations [Member]
Long-term debt
Long-term debt	57,650	61,449
Secured Promissory Notes [Member]
Long-term debt
Long-term debt	8,741	8,741
Senior subordinated notes due 2017
Long-term debt
Long-term debt	173,418	173,344
Senior notes due 2018
Long-term debt
Long-term debt	348,203	348,133
Senior notes due 2021 [Member]
Long-term debt
Long-term debt	375,000	375,000
Convertible senior subordinated notes
Long-term debt
Long-term debt	32,109	109,369
Notes Payable, Other Payables [Member]
Long-term debt
Long-term debt	$ 7,978	$ 7,978

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Consolidated Balance Sheet Parenthetical (Parentheticals) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2013	Mar. 31, 2012
Allowance for doubtful accounts	$ 6,318	$ 5,372
Unliquidated progress payments	$ 134,261	$ 124,128
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	52,013,534	50,123,035
Common stock, shares outstanding	52,013,534	50,123,035
Treasury stock, shares outstanding	0	0

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LONG-TERM DEBT

6 Months Ended

Sep. 30, 2013

Debt Disclosure [Abstract]

LONG-TERM DEBT

LONG-TERM DEBT

Long-term debt consists of the following:

	June 30, 2013		March 31, 2013
Revolving credit facility	$	249,784	$	95,849
Receivable securitization facility	160,900		150,000
Equipment leasing facility and other capital leases	57,650		61,449
Secured promissory notes	8,741		8,741
Senior subordinated notes due 2017	173,418		173,344
Senior notes due 2018	348,203		348,133
Senor notes due 2021	375,000		375,000
Convertible senior subordinated notes	32,109		109,369
Other debt	7,978		7,978
	1,413,783		1,329,863
Less current portion	56,457		133,930
	$	1,357,326	$	1,195,933

6. LONG-TERM DEBT (Continued)

Revolving Credit Facility

On May 23, 2012, the Company amended and restated its existing credit agreement (the “Credit Facility”) with its lenders to (i) increase the availability under the Credit Facility to $1,000,000, with a $50,000 accordion feature, from $850,000, (ii) extend the maturity date to May 23, 2017, and (iii) amend certain other terms and covenants. In connection with the amendment to the Credit Facility, the Company incurred $2,100 of financing costs. These costs, along with the $7,000 of unamortized financing costs prior to the closing, are being amortized over the remaining term of the Credit Facility.

On April 5, 2011, in connection with a prior amendment and restatement of the Credit Facility, the Company extinguished its then-outstanding term loan credit agreement (the “Term Loan”) at face value of $350,000, plus accrued interest. As a result, the Company recognized a pre-tax loss on extinguishment of debt of $7,712 associated with the write-off of the remaining unamortized discount and deferred financing fees on the Term Loan included in Interest expense and other for the three months ended June 30, 2012.

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

The Credit Facility bears interest at either: (i) LIBOR plus between 1.50% and 2.75%; (ii) the prime rate; or (iii) an overnight rate at the option of the Company. The applicable interest rate is based upon the Company’s ratio of total indebtedness to earnings before interest, taxes, depreciation and amortization. In addition, the Company is required to pay a commitment fee of between 0.30% and 0.50% on the unused portion of the Credit Facility. The Company’s obligations under the Credit Facility are guaranteed by the Company’s domestic subsidiaries.

At June 30, 2013, there were $249,784 in borrowings and $36,246 in letters of credit outstanding under the Credit Facility primarily to support insurance policies. At March 31, 2013, there were $95,849 in borrowings and $31,415 in letters of credit outstanding under the Credit Facility primarily to support insurance policies. The level of unused borrowing capacity under the Credit Facility varies from time to time depending in part upon its compliance with financial and other covenants set forth in the related agreement. The Credit Facility contains certain affirmative and negative covenants including limitations on specified levels of indebtedness to earnings before interest, taxes, depreciation and amortization, and interest coverage requirements, and includes limitations on, among other things, liens, mergers, consolidations, sales of assets, and incurrence of debt. If an event of default were to occur under the Credit Facility, the lenders would be entitled to declare all amounts borrowed under it immediately due and payable. The occurrence of an event of default under the Credit Facility could also cause the acceleration of obligations under certain other agreements. The Company is currently in compliance with all such covenants. As of June 30, 2013, the Company had borrowing capacity under this facility of $713,970 after reductions for borrowings and letters of credit outstanding under the facility.

Receivables Securitization Facility

In February 2013, the Company amended its $175,000 receivable securitization facility (the “Securitization Facility”) extending the term through February 2016. In connection with the Securitization Facility, the Company sells on a revolving basis certain trade accounts receivable to Triumph Receivables, LLC, a wholly-owned special-purpose entity, which in turn sells a percentage ownership interest in the receivables to commercial paper conduits sponsored by financial institutions. The Company is the servicer of the trade accounts receivable under the Securitization Facility. As of June 30, 2013, the maximum amount available under the Securitization Facility was $175,000. Interest rates are based on prevailing market rates for short-term commercial paper, plus a program fee and a commitment fee. The program fee is 0.43% on the amount outstanding under the Securitization Facility. Additionally, the commitment fee is 0.43% on 102.00% of the maximum amount available under the Securitization Facility. At June 30, 2013, there was $160,900 outstanding under the Securitization Facility. In connection

6. LONG-TERM DEBT (Continued)

with amending the Securitization Facility, the Company incurred approximately $196 of financing costs. These costs, along with the $537 of unamortized financing costs prior to the amendment, are being amortized over the life of the Securitization Facility. The Company securitizes its trade accounts receivable, which are generally non-interest bearing, in transactions that are accounted for as borrowings pursuant to the Transfers and Servicing topic of the Accounting Standards Codification.

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

Capital Leases

During the three months ended June 30, 2013 and 2012, the Company entered into new capital leases in the amount of $26 and $25, respectively, to finance a portion of the Company’s capital additions for the period. During the three months ended June 30, 2013 and 2012, the Company obtained financing for existing fixed assets in the amount of $0 and $11,199, respectively.

Senior Subordinated Notes Due 2017

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

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

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

Upon the occurrence of a change-of-control, the Company must offer to purchase the 2017 Notes from holders at 101% of their principal amount plus accrued and unpaid interest, if any, to the date of purchase.

The 2017 Indenture contains covenants that, among other things, limit the Company’s ability, and the ability of any of the Guarantor Subsidiaries, to (i) grant liens on its assets, (ii) make dividend payments, other distributions or other restricted payments, (iii) incur restrictions on the ability of the Guarantor Subsidiaries to pay dividends or make other payments, (iv) enter into sale and leaseback transactions, (v) merge, consolidate, transfer or dispose of substantially all of their assets,

6. LONG-TERM DEBT (Continued)

(vi) incur additional indebtedness, (vii) use the proceeds from sales of assets, including capital stock of restricted subsidiaries, and (viii) enter into transactions with affiliates. The Company is currently in compliance with all such covenants.

Senior Notes Due 2018

On June 16, 2010, in connection with the acquisition of Vought, the Company issued $350,000 principal amount of 8.63% Senior Notes due 2018 (the “2018 Notes”). The 2018 Notes were sold at 99.27% of principal amount and have an effective interest yield of 8.75%. Interest on the 2018 Notes accrues at the rate of 8.63% per annum and is payable semiannually in cash in arrears on January 15 and July 15 of each year. In connection with the issuance of the 2018 Notes, the Company incurred approximately $7,307 of costs, which were deferred and are being amortized on the effective interest method over the term of the 2018 Notes.

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

The Company may redeem some or all of the 2018 Notes prior to July 15, 2014 by paying a “make-whole” premium. The Company may redeem some or all of the 2018 Notes on or after July 15, 2014 at specified redemption prices. In addition, prior to July 15, 2013, the Company may redeem up to 35% of the 2018 Notes with the net proceeds of certain equity offerings at a redemption price equal to 108.625% of the aggregate principal amount plus accrued and unpaid interest, if any, subject to certain limitations set forth in the indenture governing the 2018 Notes (the “2018 Indenture”).

The Company is obligated to offer to repurchase the 2018 Notes at a price of (a) 101% of their principal amount plus accrued and unpaid interest, if any, as a result of certain change-of-control events and (b) 100% of their principal amount plus accrued and unpaid interest, if any, in the event of certain asset sales. These restrictions and prohibitions are subject to certain qualifications and exceptions.

The 2018 Indenture contains covenants that, among other things, limit the Company’s ability and the ability of any of the Guarantor Subsidiaries to (i) grant liens on its assets, (ii) make dividend payments, other distributions or other restricted payments, (iii) incur restrictions on the ability of the Guarantor Subsidiaries to pay dividends or make other payments, (iv) enter into sale and leaseback transactions, (v) merge, consolidate, transfer or dispose of substantially all of their assets, (vi) incur additional indebtedness, (vii) use the proceeds from sales of assets, including capital stock of restricted subsidiaries, and (viii) enter into transactions with affiliates. The Company is currently in compliance with all such covenants.

Senior Notes Due 2021

On February 26, 2013, the Company issued $375,000 principal amount of 4.875% Senior Notes due 2021 (the "2021 Notes"). The 2021 Notes were sold at 100% of principal amount and have an effective interest yield of 4.875%. Interest on the Notes accrues at the rate of 4.875% per annum and is payable semiannually in cash in arrears on April 1 and October 1 of each year, commencing on October 1, 2013. In connection with the issuance of the 2021 Notes, the Company incurred approximately $6,327 of costs, which were deferred and are being amortized on the effective interest method over the term of the 2021 Notes.

The 2021 Notes are the Company's senior unsecured obligations and rank equally in right of payment with all of its other existing and future senior unsecured indebtedness and senior in right of payment to all of its existing and future subordinated indebtedness. The 2021 Notes are guaranteed on a full, joint and several basis by each of the Guarantor Subsidiaries.

The Company may redeem some or all of the 2021 Notes prior to April 1, 2017 by paying a "make-whole" premium. The Company may redeem some or all of the 2021 Notes on or after April 1, 2017 at specified redemption prices. In addition, prior to April 1, 2016, the Company may redeem up to 35% of the 2021 Notes with the net proceeds of certain equity offerings at a redemption price equal to 104.875% of the aggregate principal amount plus accrued and unpaid interest, if any, subject to certain limitations set forth in the indenture governing the 2021 Notes (the "2021 Indenture").

6. LONG-TERM DEBT (Continued)

The Company is obligated to offer to repurchase the 2021 Notes at a price of (i) 101% of their principal amount plus accrued and unpaid interest, if any, as a result of certain change of control events and (ii) 100% of their principal amount plus accrued and unpaid interest, if any, in the event of certain asset sales. These restrictions and prohibitions are subject to certain qualifications and exceptions.

The 2021 Indenture contains covenants that, among other things, limit the Company's ability and the ability of any of the Guarantor Subsidiaries to (i) grant liens on its assets, (ii) make dividend payments, other distributions or other restricted payments, (iii) incur restrictions on the ability of the Guarantor Subsidiaries to pay dividends or make other payments, (iv) enter into sale and leaseback transactions, (v) merge, consolidate, transfer or dispose of substantially all of their assets, (vi) incur additional indebtedness, (vii) use the proceeds from sales of assets, including capital stock of restricted subsidiaries, and (viii) enter into transactions with affiliates.

Convertible Senior Subordinated Notes

On September 18, 2006, the Company issued $201,250 in convertible senior subordinated notes (the “Convertible Notes”). The Convertible Notes are direct, unsecured, senior subordinated obligations of the Company, and rank (i) junior in right of payment to all of the Company’s existing and future senior indebtedness, (ii) equal in right of payment with any other future senior subordinated indebtedness, and (iii) senior in right of payment to all subordinated indebtedness.

The Company received net proceeds from the sale of the Convertible Notes of approximately $194,998 after deducting debt issuance expenses of approximately $6,252. The net proceeds from the sale were used for prepayment of the Company’s then-outstanding senior notes, including a make-whole premium, fees and expenses in connection with the prepayment, and to repay a portion of the outstanding indebtedness under the Company’s then-existing credit facility. Debt issuance costs were fully amortized as of September 30, 2011.

The Convertible Notes bear interest at a fixed rate of 2.63% per annum, payable in cash semiannually in arrears on each April 1 and October 1. During the period commencing on October 6, 2011 and ending on, but excluding, April 1, 2012 and for each six-month period from October 1 to March 31 or from April 1 to September 30 thereafter, the Company will pay contingent interest during the applicable interest period if the average trading price of a note for the five consecutive trading days ending on the third trading day immediately preceding the first day of the relevant six-month period equals or exceeds 120% of the principal amount of the Convertible Notes. The contingent interest payable per note in respect of any six-month period will equal 0.25% per annum, calculated on the average trading price of a note for the relevant five trading day period. The Company expects that this contingent interest will continue to be payable on principal that remains outstanding. This contingent interest feature represents an embedded derivative. The value of the derivative was not deemed material at June 30, 2013 due to overall market volatility, recent conversions by holders of the Convertible Notes, as well as the Company's ability to call the Convertible Notes at any time after October 6, 2011.

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

The Convertible Notes mature on October 1, 2026, unless earlier redeemed, repurchased or converted. The Company may redeem the Convertible Notes for cash, in whole or in part, at any time on or after October 6, 2011 at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed plus accrued and unpaid interest, including contingent interest and additional amounts, if any, up to but not including the date of redemption. In addition, holders of the Convertible Notes will have the right to require the Company to repurchase for cash all or a portion of their Convertible Notes on October 1, 2016 and 2021, at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased plus accrued and unpaid interest, including contingent interest and additional amounts, if any, up to, but not including, the date of repurchase. On September 2, 2011, the Company submitted a tender offer of repurchase to the holders of the Convertible Notes, expiring October 3, 2011, and no notes were tendered for repurchase. The Convertible Notes are convertible into the Company’s common stock at a rate equal to 36.8257 shares per $1 principal amount of the Convertible Notes (equal to an initial conversion price of approximately $27.15 per share), subject to adjustment as described in the

6. LONG-TERM DEBT (Continued)

indenture governing the Convertible Notes. Upon conversion, the Company will deliver to the holder surrendering the Convertible Notes for conversion, for each $1 principal amount of Convertible Notes, an amount consisting of cash equal to the lesser of $1 and the Company’s total conversion obligation and, to the extent that the Company’s total conversion obligation exceeds $1, at the Company’s election, cash or shares of the Company’s common stock in respect of the remainder.

The Convertible Notes are eligible for conversion upon meeting certain conditions as provided in the indenture governing the Convertible Notes. For the periods from January 1, 2011 through June 30, 2013, the Convertible Notes were eligible for conversion. During the fiscal years ended March 31, 2013 and 2012, the Company settled the conversion of $19,286 and $50,395, respectively, in principal value of the Convertible Notes, as requested by the respective holders, with the principal settled in cash and the conversion benefit settled through the issuance of 395,269 and 772,438 shares, respectively. During the three months ended June 30, 2013, the Company settled the conversion of $77,260 in principal value of the Convertible Notes, as requested by the respective holders, with the principal settled in cash and the conversion benefit settled through the issuance of 1,849,548 shares. In July 2013, the Company delivered a notice to holders of the Convertible Notes to the effect that, for at least 20 trading days during the 30 consecutive trading days preceding June 30, 2013, the closing price of the Company's common stock was greater than or equal to 130% of the conversion price of such notes on the last trading day. Under the terms of the Convertible Notes, the increase in the Company's stock price triggered a provision, which gave holders of the Convertible Notes a put option through September 30, 2013. Accordingly, the balance sheet classification of the Convertible Notes will be short term for as long as the put option remains in effect.

To be included in the calculation of diluted earnings per share, the average price of the Company’s common stock for the quarter must exceed the conversion price per share of $27.16. The average price of the Company’s common stock for the three months ended June 30, 2013 and 2012 was $77.45 and $60.43, respectively. Therefore, for the three months ended June 30, 2013 and 2012, there were 1,692,709 and 2,455,080 additional shares, respectively, included in the calculation of diluted earnings per share. If the Company undergoes a fundamental change, holders of the Convertible Notes will have the right, subject to certain conditions, to require the Company to repurchase for cash all or a portion of their Convertible Notes at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased plus accrued and unpaid interest, including contingent interest and additional amounts if any.

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Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Net income	$ 79,043	$ 76,332
Other Comprehensive Income (Loss), Net of Tax [Abstract]
Foreign currency translation adjustment	(509)	(4,422)
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax	2,831	49
Other Comprehensive Income (Loss), Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service (Cost) Credit, Net of Tax	(1,759)	(1,603)
Unrealized gain on cash flow hedge, net of tax of $47, $0, $23 and $(88), respectively	235	101
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax	15	(12)
Total other comprehensive income (loss)	343	(6,089)
Total comprehensive income	$ 79,386	$ 70,243

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STOCKHOLDERS' EQUITY (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax	$ (509)
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax	(235)	(101)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax	0
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax	$ 15	$ (12)

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Mar. 31, 2013
Current assets:
Cash and cash equivalents	$ 18,529	$ 32,037
Trade and other receivables, less allowance for doubtful accounts of $6,318 and $5,372	411,152	433,927
Inventories, net of unliquidated progress payments of $134,261 and $124,128	1,086,753	987,702
Rotable assets	35,105	34,853
Deferred income taxes	58,886	100,533
Prepaid and other current assets	20,612	23,582
Assets Held-for-sale, Current	0	14,747
Total current assets	1,631,037	1,627,381
Property and equipment, net	885,183	815,084
Goodwill	1,724,067	1,717,792
Intangible assets, net	951,440	958,359
Deferred Tax Assets, Net, Noncurrent	804	627
Other, net	68,756	66,165
Total assets	5,261,287	5,185,408
Current liabilities:
Current portion of long-term debt	56,457	133,930
Accounts payable	312,410	327,426
Accrued expenses	248,115	276,849
Liabilities of Assets Held-for-sale	0	2,621
Total current liabilities	616,982	740,826
Long-term debt, less current portion	1,357,326	1,195,933
Accrued pension and other postretirement benefits, noncurrent	632,001	671,175
Deferred income taxes, noncurrent	325,873	331,061
Other noncurrent liabilities	194,919	201,255
Stockholders’ equity:
Common stock, $.001 par value, 100,000,000 shares authorized, 52,013,534 and 50,123,035 shares issued; 52,013,534 and 50,123,035 shares outstanding	52	50
Capital in excess of par value	860,081	848,372
Accumulated other comprehensive loss	(60,629)	(60,972)
Retained earnings	1,334,682	1,257,708
Total stockholders' equity	2,134,186	2,045,158
Total liabilities and stockholders' equity	$ 5,261,287	$ 5,185,408

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INCOME TAXES (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Mar. 31, 2013
Income Tax Disclosure [Abstract]
Total accrued income tax related interest and penalties	$ 153		$ 236
Total amount of unrecognized tax benefits	7,165		7,728
Amount of unrecognized tax benefits that would impact the effective tax rate, if recognized	5,381		5,945
Effective income tax rate (as a percent)	35.00%	38.30%
Income Tax Reconciliation, Nondeductible Expense	$ 704
Number of states which notified the entity of an income tax examination	1

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FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

Assets and liabilities reported at fair value and measured on a recurring basis

Description	Level	June 30, 2013			March 31, 2013
Contingent consideration	3	$	(2,689	)	$	(2,614	)
Derivatives	2	(141		)	209

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location [Table Text Block]

Derivatives included in the table above relate to derivative financial instruments that the Company uses to manage its exposure to fluctuations in foreign currency exchange rates. Foreign currency exchange contracts are entered into to manage the exchange rate risk of forecasted foreign currency denominated cash payments. The foreign currency exchange contracts are designated as cash flow hedges. The classification of gains and losses resulting from changes in the fair values of derivatives is dependent on the intended use of the derivative and its resulting designation. Adjustments to reflect changes in fair values of derivatives attributable to the effective portion of hedges that are considered highly effective hedges are reflected net of income taxes in accumulated other comprehensive income (loss) until the hedged transaction is recognized in earnings. Changes in the fair value of the derivatives that are attributable to the ineffective portion of the hedges, or of derivatives that are not considered to be highly effective hedges, if any, are immediately recognized in earnings. The aggregate notional amount of our outstanding foreign currency exchange contracts at June 30, 2013 was $11,193, with open settlement dates up to June 30, 2014. The amount of ineffectiveness on derivatives is not significant. The Company estimates that approximately $90 of losses presently in accumulated other comprehensive income (loss) will be reclassified into earnings during the next twelve months.

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

	March 31, 2013 Balance			Net Purchases (Sales), Issues (Settlements)		Net Realized Appreciation (Depreciation)			Net Unrealized Appreciation (Depreciation)		June 30, 2013 Balance
Contingent consideration	$	(2,614	)	$	—	$	(75	)	$	—	$	(2,689	)

	March 31, 2012 Balance			Net Purchases (Sales), Issues (Settlements)		Net Realized Appreciation (Depreciation)			Net Unrealized Appreciation (Depreciation)		June 30, 2012 Balance
Contingent consideration	$	(2,019	)	$	—	$	(382	)	$	—	$	(2,401	)

Fair Value Inputs, Liabilities, Quantitative Information [Table Text Block]

	June 30, 2013 Balance			Valuation Technique	Unobservable input	Range
Contingent consideration	$	(2,689	)	Discounted cash flow	Earnings of acquired company	$0 - $3,000

Schedule of carrying amounts and the related estimated fair values of financial instruments

	June 30, 2013				March 31, 2013
	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt	$	1,413,783	$	1,506,278	$	1,329,863	$	1,594,800

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Relocation Costs (Notes)

3 Months Ended

Jun. 30, 2013

Restructuring Cost and Reserve [Line Items]

Restructuring and Related Costs [Table Text Block]

16.    RELOCATION COSTS

During the fiscal year ended March 31, 2013, the Company committed to relocate the operations of its largest facility in Dallas, Texas and to expand its Red Oak, Texas ("Red Oak") facility to accommodate this relocation. The Company incurred approximately $1,215 of expenses related to the relocation during three months ended June 30, 2013 and expects to incur approximately $28,000 to $40,000 in relocation and related disruption for the fiscal year end March 31, 2014. The relocation is expected to be completed in early fiscal 2015.

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INVENTORIES (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Mar. 31, 2013	Mar. 31, 2012
Inventory Disclosure [Abstract]
Raw materials	$ 83,363	$ 70,242
Work-in-process	1,051,086	965,825
Finished goods	86,565	75,763
Less: unliquidated progress payments	(134,261)	(124,128)	(124,128)
Total inventories	1,086,753	987,702
Preproduction Costs Related to Long-term Supply Arrangements, Costs Capitalized	$ 86,088	$ 71,167

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SEGMENTS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Mar. 31, 2013
Financial information of reportable segment and the reconciliation of EBITDA to operating income
Defined Benefit Plan, Special Termination Benefits	$ 0	$ 1,150
Net sales	943,683	887,688
Operating income (loss)	141,346	140,942
Interest expense and other	19,710	17,232
Income from continuing operations before income taxes	121,636	123,710
Depreciation and amortization	37,934	31,815
Amortization of Acquired Contract Liabilities	11,150	6,993
EBITDA	168,130	166,914
Capital expenditures	56,229	37,105
Total assets	5,261,287		5,185,408
Revenues	145,091	127,111
Aerostructures
Financial information of reportable segment and the reconciliation of EBITDA to operating income
Net sales	651,888	669,853
Operating income (loss)	100,387	120,138
Depreciation and amortization	26,313	23,904
Amortization of Acquired Contract Liabilities	6,141	6,993
EBITDA	120,559	137,049
Capital expenditures	45,945	30,012
Total assets	3,793,775		3,707,527
Aerospace Systems
Financial information of reportable segment and the reconciliation of EBITDA to operating income
Net sales	219,526	140,512
Operating income (loss)	42,643	23,465
Depreciation and amortization	8,539	4,474
Amortization of Acquired Contract Liabilities	5,009
EBITDA	46,173	27,939
Capital expenditures	4,432	2,789
Total assets	1,054,392		1,041,935
Aftermarket Services
Financial information of reportable segment and the reconciliation of EBITDA to operating income
Net sales	74,353	79,977
Operating income (loss)	11,279	11,807
Depreciation and amortization	1,877	2,326
EBITDA	13,156	14,133
Capital expenditures	4,152	4,097
Total assets	314,094		327,609
Elimination of inter-segment sales
Financial information of reportable segment and the reconciliation of EBITDA to operating income
Net sales	(2,084)	(2,654)
Corporate
Financial information of reportable segment and the reconciliation of EBITDA to operating income
Operating income (loss)	(12,963)	(14,468)
Depreciation and amortization	1,205	1,111
EBITDA	(11,758)	(12,207)
Capital expenditures	1,700	207
Total assets	$ 99,026		$ 108,337

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Supplemental Cash Flow Information (Details 4) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended			12 Months Ended
	Jun. 30, 2013	Mar. 31, 2013	Jun. 30, 2012	Mar. 31, 2012
Supplemental Cash Flow Information
Income taxes paid, net of refunds received	$ 672		$ 2,408
Cash paid for interest	11,589		13,125
Additional capital lease obligation to finance property and equipment	0		11,199
Convertible senior subordinated notes
Supplemental Cash Flow Information
Shares issued in connection with certain redemptions (in shares)	1,849,548	395,269	310,629	772,438
Capital Lease Obligations [Member]
Supplemental Cash Flow Information
Additional capital lease obligation to finance property and equipment	$ 26		$ 25

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STOCKHOLDERS' EQUITY (Tables)

3 Months Ended

Jun. 30, 2013

Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]

Stockholders' Equity Note Disclosure [Text Block]

12.     STOCKHOLDERS' EQUITY

Accumulated Other Comprehensive Loss

Changes in Accumulated other comprehensive loss (AOCI) by component for the three months ended June 30, 2013 were as follows:

	Currency Translation Adjustment			Unrealized Gains and Losses on Derivative Instruments			Defined Benefit Pension Plans and Other Postretirement Benefits				Total (1)
Balance March 31, 2012	$	3,513		$	131		$	(64,616	)		$	(60,972	)
OCI before reclassifications	(509		)	(235		)	—				(744		)
Amounts reclassified from AOCI	—			15			1,072			(2)	1,087
Net current period OCI	(509		)	(220		)	1,072				343
Balance June 30, 2013	$	3,004		$	(89	)	$	(63,544	)		$	(60,629	)

(1) Net of Tax.

(2) Primarily relates to amortization of actuarial losses for the three months ended June 30, 2013 totaling $2,831 (net of tax of $1,700) which is included in the net periodic pension cost of which a portion is allocated to production as inventoried costs.

Comprehensive Income (Loss) Note [Text Block]

Changes in Accumulated other comprehensive loss (AOCI) by component for the three months ended June 30, 2013 were as follows:

	Currency Translation Adjustment			Unrealized Gains and Losses on Derivative Instruments			Defined Benefit Pension Plans and Other Postretirement Benefits				Total (1)
Balance March 31, 2012	$	3,513		$	131		$	(64,616	)		$	(60,972	)
OCI before reclassifications	(509		)	(235		)	—				(744		)
Amounts reclassified from AOCI	—			15			1,072			(2)	1,087
Net current period OCI	(509		)	(220		)	1,072				343
Balance June 30, 2013	$	3,004		$	(89	)	$	(63,544	)		$	(60,629	)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Revenue Recognition
Amortization of acquired contract liabilities	$ (11,150)	$ (6,993)
Aerostructures
Revenue Recognition
Amortization of acquired contract liabilities	(6,141)	(6,993)
Aerospace Systems
Revenue Recognition
Amortization of acquired contract liabilities	$ (5,009)

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INVENTORIES

3 Months Ended

Jun. 30, 2013

Inventory Disclosure [Abstract]

INVENTORIES

INVENTORIES

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

	June 30, 2013			March 31, 2013
Raw materials	$	83,363		$	70,242
Work-in-process, including manufactured and purchased components	1,051,086			965,825
Finished goods	86,565			75,763
Less: unliquidated progress payments	(134,261		)	(124,128		)
Total inventories	$	1,086,753		$	987,702

Work-in-process inventory includes capitalized pre-production costs. Capitalized pre-production costs include nonrecurring engineering, planning and design, including applicable overhead, incurred before production is manufactured on a regular basis. Significant customer-directed work changes can also cause pre-production costs to be incurred. These costs are typically recovered over a contractually determined number of ship set deliveries and the Company believes these amounts will be fully recovered. The balance of capitalized pre-production costs at June 30, 2013 and March 31, 2013 was $86,088 and $71,167, respectively,

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EARNINGS PER SHARE (Tables)

3 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Reconciliation between the weighted average outstanding shares used in calculation of basic and diluted earnings per share

	Three Months Ended June 30,
	(in thousands)
	2013	2012
Weighted-average common shares outstanding – basic	50,815	49,416
Net effect of dilutive stock options and nonvested stock	298	400
Potential common shares – convertible debt	1,693	2,455
Weighted-average common shares outstanding – diluted	52,806	52,271

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ACQUISITIONS (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified

3 Months Ended

3 Months Ended

3 Months Ended

6 Months Ended

12 Months Ended

3 Months Ended

12 Months Ended

12 Months Ended

3 Months Ended

Jun. 30, 2013

Jun. 30, 2012

May 06, 2013

Mar. 31, 2013

Jun. 30, 2013

Primus Composites [Member]

May 06, 2013

Primus Composites [Member]

Jun. 30, 2013

Embee Incorporated [Member]

Mar. 31, 2013

Embee Incorporated [Member]

Dec. 31, 2012

Embee Incorporated [Member]

Sep. 30, 2013

Embee Incorporated [Member]

Mar. 31, 2013

Embee Incorporated [Member]

Mar. 18, 2013

Embee Incorporated [Member]

Dec. 19, 2012

Embee Incorporated [Member]

Jun. 30, 2013

GPECS [Member]

Mar. 31, 2013

GPECS [Member]

Mar. 31, 2013

GPECS [Member]

Mar. 18, 2013

GPECS [Member]

Dec. 19, 2012

Embee Incorporated [Member]

Mar. 31, 2013

Developed Technology Rights [Member]

Mar. 31, 2013

Customer relationships

Jun. 30, 2013

Intangible asset - Technology [Domain]

Acquisitions

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]

The following table is a summary of the fair value estimates of the identifiable intangible assets and their estimated useful lives:

	Estimated Useful Life	Estimated Fair Value
Tradename	Indefinite-lived	$	13,400
Customer relationships	10 years	42,101
		$	55,501

The following table is a summary of the fair value estimates of the identifiable intangible assets and their estimated useful lives:

	Estimated Useful Life	Estimated Fair Value
Technology	10 years	$	19,100
Customer relationships	20 years	90,000
		$	109,100

Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Assets

$ 29,511

Business Acquisition, Pro Forma Revenue

948,879

957,289

Schedule of Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]

13,400

Accrued Environmental Loss Contingencies, Noncurrent

10,060

2,800

Business Acquisition, Transaction Costs

1,386

Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables

17,349

6,956

15,888

Payments to Acquire Businesses, Gross

33,530

141,863

208,650

Business Combination, Consideration Transferred, Liabilities Incurred

30,000

Business Acquisition, Goodwill, Expected Tax Deductible Amount

5,532

94,793

Business Combination, Acquisition Related Costs

80

805

475

2,936

Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents

2,201

750

Acquired Finite-lived Intangible Asset, Weighted Average Useful Life

16 years

10 years

10 years

18 years 2 months

10 years

20 years

Revenues

145,091

127,111

Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory

19,102

411

41,219

Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets

883

507

568

Goodwill

1,724,067

1,717,792

5,532

69,740

Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets Noncurrent

5,546

34,936

509

Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets

6,738

Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets

102,025

323,410

155,472

Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable

10,027

16,000

1,591

Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other

23,704

2,458

15,771

Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent

4,764

Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other

9,560

2,989

Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities

38,495

13,609

114,760

Finite-Lived Customer Relationships, Gross

4,168

42,101

Amortization of Acquired Contract Liabilities

11,150

6,993

80,000

Business Acquisition, Pro Forma Net Income (Loss)

79,199

81,384

Business Acquisition, Pro Forma Earnings Per Share, Basic

$ 1.56

$ 1.65

Business Acquisition, Pro Forma Earnings Per Share, Diluted

$ 1.50

$ 1.56

Goodwill, Purchase Accounting Adjustments

$ 27,963

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EARNINGS PER SHARE

3 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

EARNINGS PER SHARE

EARNINGS PER SHARE

The following is a reconciliation between the weighted-average outstanding shares used in the calculation of basic and diluted earnings per share:

	Three Months Ended June 30,
	(in thousands)
	2013	2012
Weighted-average common shares outstanding – basic	50,815	49,416
Net effect of dilutive stock options and nonvested stock	298	400
Potential common shares – convertible debt	1,693	2,455
Weighted-average common shares outstanding – diluted	52,806	52,271

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DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

3 Months Ended

Mar. 31, 2013

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

In April 2013, the Company sold the assets and liabilities of Triumph Instruments - Burbank and Triumph Instruments - Ft. Lauderdale ("Triumph Instruments") for total proceeds of $11,426 including cash received at closing of $9,676, a note of $1,500, and the remaining amount held in escrow, resulting in a loss of $1,462 recognized during the year ended March 31, 2013. The assets and liabilities of Triumph Instruments were classified as held for sale as of March 31, 2013. The loss on the sale of the assets and liabilities of Triumph Instruments is included in the Consolidated Statements of Income within selling, general and administrative expenses for the year ended March 31, 2013. The operating results of Triumph Instruments were included in the Aftermarket Services Group through the date of disposal. The Company expects to have significant continuing involvement in the business and markets of the disposed entities, as defined by ASC 205-20, Discontinued Operations; and, therefore, as a result,the disposal group does not meet the criteria to be classified as discontinued operations.

To measure the amount of impairment, the Company compared the fair value of assets and liabilities at the evaluation date to the carrying amount at the end of the month prior to the evaluation date. The sale of the Triumph Instruments assets and liabilities are categorized as Level 2 within the fair value hierarchy. The key assumption included the negotiated sales price of the assets and the assumptions of the liabilities (see Note 7 below for definition of levels).

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

	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

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Operating Activities
Net income	$ 79,043	$ 76,332
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	37,934	31,815
Amortization of acquired contract liabilities	(11,150)	(6,993)
Accretion of debt discount	145	133
Other amortization included in interest expense	1,064	945
Provision for doubtful accounts receivable	678	1,014
Provision for deferred income taxes	41,924	44,460
Employee stock-based compensation	1,328	1,532
Changes in assets and liabilities, excluding the effects of acquisitions and dispositions of businesses:
Trade and other receivables	42,082	75,167
Rotable assets	1,705	(865)
Inventories	(72,569)	(50,696)
Prepaid expenses and other current assets	3,225	(242)
Accounts payable, accrued expenses and other current liabilities	(74,490)	(37,012)
Accrued pension and other postretirement benefits	(37,458)	(33,591)
Changes in discontinued operations	0	0
Other	1,579	(548)
Net cash provided by operating activities	11,882	102,547
Investing Activities
Capital expenditures	(56,229)	(37,105)
Reimbursement Revenue	2,869	7
Proceeds from sale of assets	10,321	0
Acquisitions, net of cash acquired	(31,329)	0
Net cash used in investing activities	(74,368)	(37,098)
Financing Activities
Net increase in revolving credit facility	153,935	(75,326)
Proceeds from issuance of long-term debt	25,000	59,599
Repayment of debt and capital lease obligations	(125,186)	(42,045)
Payment of deferred financing costs	(357)	(2,066)
Dividends paid	(2,069)	(1,997)
Proceeds on government grant	0	1,000
Repurchase of restricted shares for minimum tax obligation	(2,726)	(1,840)
Proceeds from exercise of stock options	109	253
Net cash used in financing activities	48,706	(62,422)
Effect of exchange rate changes on cash	272	(693)
Net change in cash	(13,508)	2,334
Cash at beginning of period	32,037	29,662
Cash at end of period	$ 18,529	$ 31,996

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GOODWILL (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2013
Goodwill
Goodwill, Purchase Accounting Adjustments	$ 27,963
Changes in the carrying value of goodwill
Balance at the beginning of the period	1,717,792
Effect of exchange rate changes and other	743
Balance at the end of the period	1,724,067
Aerostructures
Goodwill
Goodwill, Acquired During Period	5,532
Changes in the carrying value of goodwill
Balance at the beginning of the period	1,316,450
Effect of exchange rate changes and other	475
Balance at the end of the period	1,322,457
Aerospace Systems
Goodwill
Goodwill, Acquired During Period	0
Changes in the carrying value of goodwill
Balance at the beginning of the period	345,356
Effect of exchange rate changes and other	268
Balance at the end of the period	345,624
Aftermarket Services
Goodwill
Goodwill, Acquired During Period	0
Changes in the carrying value of goodwill
Balance at the beginning of the period	55,986
Effect of exchange rate changes and other	0
Balance at the end of the period	$ 55,986

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LONG-TERM DEBT (Details 3) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended				3 Months Ended			3 Months Ended			3 Months Ended					3 Months Ended		12 Months Ended		3 Months Ended	9 Months Ended		3 Months Ended		1 Months Ended	3 Months Ended			6 Months Ended	12 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Mar. 31, 2013	Mar. 31, 2012	Jun. 30, 2013 Revolving credit facility	Mar. 31, 2013 Revolving credit facility	Jun. 30, 2012 Revolving credit facility	Jun. 30, 2013 Asset-backed Securities [Member]	Mar. 31, 2013 Asset-backed Securities [Member]	Feb. 28, 2013 Asset-backed Securities [Member]	Jun. 30, 2013 Equipment leasing facility and other capital leases	Jun. 30, 2012 Equipment leasing facility and other capital leases	Mar. 31, 2013 Equipment leasing facility and other capital leases	Jun. 30, 2013 Secured Promissory Notes [Member]	Mar. 31, 2013 Secured Promissory Notes [Member]	Jun. 30, 2013 Senior subordinated notes due 2017	Jun. 30, 2011 Senior subordinated notes due 2017	Mar. 31, 2011 Senior subordinated notes due 2017	Mar. 31, 2013 Senior subordinated notes due 2017	Jun. 30, 2013 Senior notes due 2018	Dec. 31, 2011 Senior notes due 2018	Mar. 31, 2013 Senior notes due 2018	Mar. 31, 2013 Senior notes due 2021 [Member]	Jun. 30, 2013 Senior notes due 2021 [Member]	Sep. 30, 2006 Convertible senior subordinated notes	Jun. 30, 2013 Convertible senior subordinated notes trading_days	Mar. 31, 2013 Convertible senior subordinated notes	Jun. 30, 2012 Convertible senior subordinated notes	Sep. 30, 2013 Convertible senior subordinated notes trading_days	Mar. 31, 2013 Convertible senior subordinated notes	Mar. 31, 2012 Convertible senior subordinated notes	Mar. 31, 2011 Convertible senior subordinated notes	Sep. 18, 2006 Convertible senior subordinated notes	Jun. 30, 2013 Notes Payable, Other Payables [Member]	Mar. 31, 2013 Notes Payable, Other Payables [Member]
Long-term debt
Line of Credit Facility, Maximum Borrowing Capacity					$ 1,000,000		$ 850,000	$ 175,000		$ 175,000
Long-term debt	1,413,783			1,329,863	249,784	95,849		160,900	150,000		57,650		61,449	8,741	8,741	173,418			173,344	348,203		348,133	375,000	375,000		32,109	109,369			109,369				7,978	7,978
Capital lease obligations entered into to finance capital additions	0	11,199									26	25
Debt instrument principal amount																175,000				350,000			375,000										201,250
Debt instrument interest rate stated percentage (as a percent)																8.00%				8.62%			4.875%
Proceeds from loan, percentage of principal (as a percent)																	98.56%				99.27%		100.00%
Payments of Financing Costs	357	2,066			2,100			196										4,390			7,307		6,327		6,252
Contingent interest rate per annum calculated on the average trading price for the relevant five day trading period (as a percent)																										0.25%
Trading period used to determine payment of contingent interest (in days)																													5
Percentage of principal amount at which the entity may redeem the note before November 15, 2014 (as a percent)																104.00%
Percentage of principal amount at which the entity may redeem the note before November 15, 2015 (as a percent)																102.00%
Percentage of principal amount at which the entity may redeem the note after November 15, 2015 (as a percent)																100.00%
The maximum percentage of the principal amounts of the debt instrument which the entity may redeem (as a percent)																35.00%				35.00%			35.00%
Principal amount of debt purchased																										77,260				19,286	50,395	22,200
Debt Instrument, Repurchase Option Percentage of Original Principal																										100.00%
Effective interest yield on principal amount (as a percent)																8.25%				8.75%			4.875%
Change of control redemption price, percentage of principal (as a percent)																101.00%				101.00%			101.00%
Percentage of principal amount which triggers payment of contingent interest if it occurs over the specified trading period (as a percent)																										120.00%
Percentage of principal amount that the holder of the note may require the entity to repurchase the debt instrument on October 1, 2011, 2016, and 2021 (as a percent)																										100.00%
Asset sales redemption price, percentage of principal (as a percent)																				100.00%			100.00%
Net proceeds from sale of notes	25,000	59,599																							194,998
Debt instrument fixed interest rate (as a percent)																																	2.625%
Amount paid to purchase debt																															19,414
Number of common stock shares per $1,000 principal amount of the convertible notes (in shares)																										36.8257
Principal amount of notes which are convertible into 36.731 shares of common stock																										1
Conversion price (in dollars per share)																										$ 27.15
Shares issued to settle the conversion benefit of the notes (in shares)																										1,849,548	395,269	310,629			772,438
Number of days within 30 consecutive trading days in which the closing price of the entity's common stock exceeded the conversion price giving the holders of the notes a put option (in days)																										20 days
Number of consecutive trading days during which the closing price of the entity's common stock exceeded the conversion price for at least 20 days giving the holders of the notes a put option (in days)																										30
Percentage of the closing sales price of the entity's common stock that the conversion price exceeded giving the holders of the notes a put option (as a percent)																										130.00%
Average price of common stock (in dollars per share)																										$ 77.45		$ 60.43
Additional number of shares included in diluted earning per share calculation (in shares)	1,693,000	2,455,000																								1,692,709	2,455,080
Percentage of principal amount that the holder of the note may require the entity to repurchase due to a fundamental change undergone by the entity, subject to certain conditions (as a percent)																										100.00%
The limit of the principal amount of the debt instrument which the entity may redeem (as a percent)																108.00%				108.625%			104.875%
Current portion of long-term debt	56,457		133,930
Long-term Debt and Capital Lease Obligations	$ 1,357,326		$ 1,195,933	$ 1,195,933

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SEGMENTS (Tables)

3 Months Ended

Jun. 30, 2013

Segment Reporting Information [Line Items]

Schedule of selected financial information for each reportable segment and the reconciliation of EBITDA to operating income

	Three Months Ended June 30,
	2013			2012
Net sales:
Aerostructures	$	651,888		$	669,853
Aerospace systems	219,526			140,512
Aftermarket services	74,353			79,977
Elimination of inter-segment sales	(2,084		)	(2,654		)
	$	943,683		$	887,688
Income from continuing operations before income taxes:
Operating income (expense):
Aerostructures	$	100,387		$	120,138
Aerospace systems	42,643			23,465
Aftermarket services	11,279			11,807
Corporate	(12,963		)	(14,468		)
	141,346			140,942
Interest expense and other	19,710			17,232
	$	121,636		$	123,710
Depreciation and amortization:
Aerostructures	$	26,313		$	23,904
Aerospace systems	8,539			4,474
Aftermarket services	1,877			2,326
Corporate	1,205			1,111
	$	37,934		$	31,815
Amortization of acquired contract liabilities, net:
Aerostructures	$	6,141		$	6,993
Aerospace systems	5,009			—
	11,150			6,993
Adjusted EBITDA:
Aerostructures	$	120,559		$	137,049
Aerospace systems	46,173			27,939
Aftermarket services	13,156			14,133
Corporate	(11,758		)	(12,207		)
	$	168,130		$	166,914
Capital expenditures:
Aerostructures	$	45,945		$	30,012
Aerospace systems	4,432			2,789
Aftermarket services	4,152			4,097
Corporate	1,700			207
	$	56,229		$	37,105

Reconciliation of Assets from Segment to Consolidated [Table Text Block]

	June 30, 2013		March 31, 2013
Total Assets:
Aerostructures	$	3,793,775	$	3,707,527
Aerospace systems	1,054,392		1,041,935
Aftermarket services	314,094		327,609
Corporate	99,026		108,337
	$	5,261,287	$	5,185,408

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Relocation Costs (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2013
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	$ 1,215
Restructuring and Related Cost, Expected Cost	28,000
Restructuring and Related Cost, Expected Cost Remaining	$ 40,000

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PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

3 Months Ended

Jun. 30, 2013

Compensation and Retirement Disclosure [Abstract]

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

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

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

In accordance with the Compensation – Retirement Benefits topic of the ASC, the Company has recognized the funded status of the benefit obligation as of the date of the last remeasurement, in the accompanying Consolidated Balance Sheet. The funded status is measured as the difference between the fair value of the plan’s assets and the PBO or accumulated postretirement benefit obligation of the plan. In order to recognize the funded status, the Company determined the fair value of the plan assets. The majority of the plan assets are publicly traded investments which were valued based on the market price as of the date of remeasurement. Investments that are not publicly traded were valued based on the estimated fair value of those investments based on our evaluation of data from fund managers and comparable market data.

11.     PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Continued)

Net Periodic Benefit Plan Costs

The components of net periodic benefit costs for our postretirement benefit plans are shown in the following table:

	Pension benefits
	Three Months Ended June 30,
	2013			2012
Components of net periodic benefit expense (income):
Service cost	$	3,293		$	4,626
Interest cost	23,216			24,587
Expected return on plan assets	(37,018		)	(34,334		)
Amortization of prior service costs	(1,683		)	(1,457		)
Amortization of net loss	4,531			80
Special termination benefits	—			1,150
Net periodic benefit income	$	(7,661	)	$	(5,348	)

	Other postretirement benefits
	Three Months Ended June 30,
	2013			2012
Components of net periodic benefit expense:
Service cost	$	765		$	885
Interest cost	3,138			3,940
Amortization of prior service costs	(1,132		)	(1,132		)
Net periodic benefit expense	$	2,771		$	3,693

The Company periodically experiences events or makes changes to its benefit plans that result in special charges. Some require remeasurements. The following summarizes the key events whose effects on net periodic benefit costs are included in the tables above:

• 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 "Early retirement incentive expense."

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FAIR VALUE MEASUREMENTS

6 Months Ended

Sep. 30, 2013

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

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

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

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

Level 3.    Unobservable inputs for the asset or liability

7.    FAIR VALUE MEASUREMENTS (Continued)

Recurring Measurements

The following table provides the assets (liabilities) reported at fair value and measured on a recurring basis as of June 30, 2013 and March 31, 2013:

Description	Level	June 30, 2013			March 31, 2013
Contingent consideration	3	$	(2,689	)	$	(2,614	)
Derivatives	2	(141		)	209

The fair value of the contingent consideration at the date of the acquisition of Aviation Network Services, LLC was $1,926, which was estimated using the income approach based on significant inputs that are not observable in the market. Key assumptions included a discount rate and probability assessments of each milestone payment being made. The assumptions used to develop the estimate were updated during the three months ended June 30, 2013, based on the underlying earnings projections exceeding initial assumptions. In July 2013, the Company paid the first installment of $1,100 related to this contingent consideration obligation.

Derivatives included in the table above relate to derivative financial instruments that the Company uses to manage its exposure to fluctuations in foreign currency exchange rates. Foreign currency exchange contracts are entered into to manage the exchange rate risk of forecasted foreign currency denominated cash payments. The foreign currency exchange contracts are designated as cash flow hedges. The classification of gains and losses resulting from changes in the fair values of derivatives is dependent on the intended use of the derivative and its resulting designation. Adjustments to reflect changes in fair values of derivatives attributable to the effective portion of hedges that are considered highly effective hedges are reflected net of income taxes in accumulated other comprehensive income (loss) until the hedged transaction is recognized in earnings. Changes in the fair value of the derivatives that are attributable to the ineffective portion of the hedges, or of derivatives that are not considered to be highly effective hedges, if any, are immediately recognized in earnings. The aggregate notional amount of our outstanding foreign currency exchange contracts at June 30, 2013 was $11,193, with open settlement dates up to June 30, 2014. The amount of ineffectiveness on derivatives is not significant. The Company estimates that approximately $90 of losses presently in accumulated other comprehensive income (loss) will be reclassified into earnings during the next twelve months.

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

	March 31, 2013 Balance			Net Purchases (Sales), Issues (Settlements)		Net Realized Appreciation (Depreciation)			Net Unrealized Appreciation (Depreciation)		June 30, 2013 Balance
Contingent consideration	$	(2,614	)	$	—	$	(75	)	$	—	$	(2,689	)

	March 31, 2012 Balance			Net Purchases (Sales), Issues (Settlements)		Net Realized Appreciation (Depreciation)			Net Unrealized Appreciation (Depreciation)		June 30, 2012 Balance
Contingent consideration	$	(2,019	)	$	—	$	(382	)	$	—	$	(2,401	)

7.    FAIR VALUE MEASUREMENTS (Continued)

The following table presents quantitative information for liabilities recorded at fair value using Level 3 inputs:

	June 30, 2013 Balance			Valuation Technique	Unobservable input	Range
Contingent consideration	$	(2,689	)	Discounted cash flow	Earnings of acquired company	$0 - $3,000

The Financial Instruments topic of the ASC requires disclosure of the estimated fair value of certain financial instruments. These estimated fair values as of June 30, 2013 and March 31, 2013 have been determined using available market information and appropriate valuation methodologies. Considerable judgment is required to interpret market data to develop estimates of fair value. The estimates presented are not necessarily indicative of amounts the Company could realize in a current market exchange. The use of alternative market assumptions and estimation methodologies could have had a material effect on these estimates of fair value.

Nonrecurring Measurements

The sale of Triumph Instruments assets and liabilities is categorized as Level 2 within the fair value hierarchy (Note 4), as of March 31, 2013.

Financial Instruments Not Recorded at Fair Value

The carrying amounts of certain of our financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximate fair value because of their short maturities (Level 1 inputs). Carrying amounts and the related estimated fair values of the Company’s financial instruments not recorded at fair value in the financial statements are as follows:

	June 30, 2013				March 31, 2013
	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt	$	1,413,783	$	1,506,278	$	1,329,863	$	1,594,800

The fair value of the long-term debt was calculated based on interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements, unless quoted market prices were available (Level 2 inputs).

Except for long-term debt, the Company's financial instruments are highly liquid or have short-term maturities. Therefore, the recorded value is approximately equal to the fair value. The financial instruments held by the Company could potentially expose it to a concentration of credit risk. The Company invests its excess cash in money market funds and other deposit instruments placed with major banks and financial institutions. The Company has established guidelines related to diversification and maturities to maintain safety and liquidity

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Jun. 30, 2013

Commitments and Contingencies [Abstract]

Commitments and Contingencies Disclosure [Text Block]

COMMITMENTS AND CONTINGENCIES

Trade Secret Litigation over Claims of Eaton Corporation

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

Other

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

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SEGMENTS

3 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

SEGMENTS

SEGMENTS

The Company has three reportable segments: the Aerostructures Group, the Aerospace Systems Group and the Aftermarket Services Group. The Company’s reportable segments are aligned with how the business is managed and the markets that the Company serves are viewed. The Chief Operating Decision Maker (the “CODM”) evaluates performance and allocates resources based upon review of segment information. The CODM utilizes earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”) as a primary measure of segment profitability to evaluate performance of its segments and allocate resources.

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

The Aerospace Systems segment consists of the Company’s operations that also manufacture products primarily for the aerospace OEM market, as well as the related aftermarket. The segment’s operations design and engineer mechanical and electromechanical controls, such as hydraulic systems, main engine gearbox assemblies, accumulators, mechanical control cables and non-structural cockpit components. These products are sold primarily to various aerospace OEMs on a global basis.

The Aftermarket Services segment consists of the Company’s operations that provide maintenance, repair and overhaul services to both commercial and military markets on components and accessories manufactured by third parties. Maintenance, repair and overhaul revenues are derived from services on auxiliary power units, airframe and engine accessories, including constant-speed drives, cabin compressors, starters and generators, and pneumatic drive units. In addition, the segment’s operations repair and overhaul thrust reversers, nacelle components and flight control surfaces. The segment’s operations also perform repair and overhaul services and supply spare parts for various types of gauges for a broad range of commercial airlines on a worldwide basis.

Segment Adjusted EBITDA is total segment revenue reduced by operating expenses (less depreciation and amortization) identifiable with that segment. Corporate includes general corporate administrative costs and any other costs not identifiable with one of the Company’s segments, including early retirement incentives, such as $1,150 of special termination benefit expenses for the three months ended June 30, 2012.

The Company does not accumulate net sales information by product or service or groups of similar products and services and, therefore, the Company does not disclose net sales by product or service because to do so would be impracticable. Selected financial information for each reportable segment and the reconciliation of Adjusted EBITDA to operating income is as follows:

13.     SEGMENTS (Continued)

	Three Months Ended June 30,
	2013			2012
Net sales:
Aerostructures	$	651,888		$	669,853
Aerospace systems	219,526			140,512
Aftermarket services	74,353			79,977
Elimination of inter-segment sales	(2,084		)	(2,654		)
	$	943,683		$	887,688
Income from continuing operations before income taxes:
Operating income (expense):
Aerostructures	$	100,387		$	120,138
Aerospace systems	42,643			23,465
Aftermarket services	11,279			11,807
Corporate	(12,963		)	(14,468		)
	141,346			140,942
Interest expense and other	19,710			17,232
	$	121,636		$	123,710
Depreciation and amortization:
Aerostructures	$	26,313		$	23,904
Aerospace systems	8,539			4,474
Aftermarket services	1,877			2,326
Corporate	1,205			1,111
	$	37,934		$	31,815
Amortization of acquired contract liabilities, net:
Aerostructures	$	6,141		$	6,993
Aerospace systems	5,009			—
	11,150			6,993
Adjusted EBITDA:
Aerostructures	$	120,559		$	137,049
Aerospace systems	46,173			27,939
Aftermarket services	13,156			14,133
Corporate	(11,758		)	(12,207		)
	$	168,130		$	166,914
Capital expenditures:
Aerostructures	$	45,945		$	30,012
Aerospace systems	4,432			2,789
Aftermarket services	4,152			4,097
Corporate	1,700			207
	$	56,229		$	37,105

13.     SEGMENTS (Continued)

	June 30, 2013		March 31, 2013
Total Assets:
Aerostructures	$	3,793,775	$	3,707,527
Aerospace systems	1,054,392		1,041,935
Aftermarket services	314,094		327,609
Corporate	99,026		108,337
	$	5,261,287	$	5,185,408

During the three months ended June 30, 2013 and 2012, the Company had international sales of $145,091 and $127,111, respectively.

XML

Document and Entity Information Document	3 Months Ended
	Jun. 30, 2013	Aug. 01, 2013
Entity Information [Line Items]
Entity Registrant Name	TRIUMPH GROUP INC
Entity Central Index Key	0001021162
Current Fiscal Year End Date	--03-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 30, 2013
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		52,013,582
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes

XML

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

3 Months Ended

Jun. 30, 2012

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

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

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

The 2017 Notes, the 2018 Notes and the 2021 Notes are fully and unconditionally guaranteed on a joint and several basis by the Guarantor Subsidiaries. The total assets, stockholders' equity, revenue, earnings and cash flows from operating activities of the Guarantor Subsidiaries exceeded a majority of the consolidated total of such items as of and for the periods reported. The only consolidated subsidiaries of the Company that are not guarantors of the 2017 Notes, the 2018 Notes and the 2021 Notes (the “Non-Guarantor Subsidiaries”) are: (a) the receivables securitization special-purpose entity; and (b) the international operating subsidiaries. The following tables present condensed consolidating financial statements including the Company (the “Parent”), the Guarantor Subsidiaries, and the Non-Guarantor Subsidiaries. Such financial statements include summary consolidating balance sheets as of June 30, 2013 and March 31, 2013, condensed consolidating statements of comprehensive income for the three months ended June 30, 2013 and 2012, and condensed consolidating statements of cash flows for the three months ended June 30, 2013 and 2012.

14. SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS (Continued)

SUMMARY CONSOLIDATING BALANCE SHEETS:

	June 30, 2013
	Parent		Guarantor  Subsidiaries		Non-Guarantor  Subsidiaries		Eliminations			Consolidated  Total
Current assets:
Cash and cash equivalents	$	3,112	$	1,858	$	13,559	$	—		$	18,529
Trade and other receivables, net	1,374		157,378		252,400		—			411,152
Inventories	—		1,034,908		51,845		—			1,086,753
Rotable assets	—		24,736		10,369		—			35,105
Deferred income taxes	—		58,874		12		—			58,886
Prepaid expenses and other	4,460		11,439		4,713		—			20,612
Total current assets	8,946		1,289,193		332,898		—			1,631,037
Property and equipment, net	11,000		776,520		97,663		—			885,183
Goodwill and other intangible assets, net	168		2,619,874		55,465		—			2,675,507
Other, net	58,314		8,908		2,338		—			69,560
Intercompany investments and advances	3,311,515		163,071		9,598		(3,484,184		)	—
Total assets	$	3,389,943	$	4,857,566	$	497,962	$	(3,484,184	)	$	5,261,287
Current liabilities:
Current portion of long-term debt	$	32,359	$	24,098	$	—	$	—		$	56,457
Accounts payable	8,672		287,940		15,798		—			312,410
Accrued expenses	47,854		177,847		22,414		—			248,115
Total current liabilities	88,885		489,885		38,212		—			616,982
Long-term debt, less current portion	1,152,216		44,210		160,900		—			1,357,326
Intercompany advances	—		2,126,246		190,424		(2,316,670		)	—
Accrued pension and other postretirement benefits, noncurrent	7,361		624,640		—		—			632,001
Deferred income taxes and other	7,296		506,390		11,872		(4,766		)	520,792
Total stockholders’ equity	2,134,185		1,066,195		96,554		(1,162,748		)	2,134,186
Total liabilities and stockholders’ equity	$	3,389,943	$	4,857,566	$	497,962	$	(3,484,184	)	$	5,261,287

14. SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS (Continued)

SUMMARY CONSOLIDATING BALANCE SHEETS:

	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		171,129		261,657		—			433,927
Inventories	—		956,880		30,822		—			987,702
Rotable assets	—		24,903		9,950		—			34,853
Deferred income taxes	—		100,533		—		—			100,533
Prepaid expenses and other	5,533		15,159		2,890		—			23,582
Assets held for sale	—		14,747		—		—			14,747
Total current assets	9,784		1,284,888		332,709		—			1,627,381
Property and equipment, net	9,999		753,510		51,575		—			815,084
Goodwill and other intangible assets, net	335		2,630,300		45,516		—			2,676,151
Other, net	58,526		7,873		393		—			66,792
Intercompany investments and advances	3,137,667		325,786		2,777		(3,466,230		)	—
Total assets	$	3,216,311	$	5,002,357	$	432,970	$	(3,466,230	)	$	5,185,408
Current liabilities:
Current portion of long-term debt	$	109,648	$	24,282	$	—	$	—		$	133,930
Accounts payable	9,400		309,363		8,663		—			327,426
Accrued expenses	35,894		231,441		9,514		—			276,849
Liabilities related to assets held for sale	—		2,621		—		—			2,621
Total current liabilities	154,942		567,707		18,177		—			740,826
Long-term debt, less current portion	998,200		47,733		150,000		—			1,195,933
Intercompany advances	—		2,193,874		202,621		(2,396,495		)	—
Accrued pension and other postretirement benefits, noncurrent	7,264		663,911		—		—			671,175
Deferred income taxes and other	10,747		522,818		—		(1,249		)	532,316
Total stockholders’ equity	2,045,158		1,006,314		62,172		(1,068,486		)	2,045,158
Total liabilities and stockholders’ equity	$	3,216,311	$	5,002,357	$	432,970	$	(3,466,230	)	$	5,185,408

14. SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME:

	Three Months Ended June 30, 2013
	Parent			Guarantor  Subsidiaries		Non-Guarantor  Subsidiaries			Eliminations			Consolidated  Total
Net sales	$	—		$	905,058	$	39,809		$	(1,184	)	$	943,683
Operating costs and expenses:
Cost of sales	—			669,202		28,453			(1,184		)	696,471
Selling, general and administrative	10,593			50,726		5,398			—			66,717
Depreciation and amortization	633			35,667		1,634						37,934
Relocation costs	—			1,215		—			—			1,215
	11,226			756,810		35,485			(1,184		)	802,337
Operating (loss) income	(11,226		)	148,248		4,324			—			141,346
Intercompany interest and charges	(57,390		)	56,430		960			—			—
Interest expense and other	18,649			1,675		(614		)	—			19,710
Income before income taxes	27,515			90,143		3,978			—			121,636
Income tax expense	8,390			33,912		291			—			42,593
Net income	19,125			56,231		3,687			—			79,043
Other comprehensive income (loss)	—			823		(480		)	—			343
Total comprehensive income	$	19,125		$	57,054	$	3,207		$	—		$	79,386

14. SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME:

	Three Months Ended June 30, 2012
	Parent			Guarantor  Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations			Consolidated  Total
Net sales	$	—		$	862,475		$	26,902		$	(1,689	)	$	887,688
Operating costs and expenses:
Cost of sales	—			635,345			17,621			(1,689		)	651,277
Selling, general and administrative	9,186			47,633			5,140			—			61,959
Depreciation and amortization	601			30,134			1,080			—			31,815
Acquisition and integration expenses	545			—			—			—			545
Early retirement incentives	1,150			—			—			—			1,150
	11,482			713,112			23,841			(1,689		)	746,746
Operating (loss) income	(11,482		)	149,363			3,061			—			140,942
Intercompany interest and charges	(49,338		)	48,512			826			—			—
Interest expense and other	15,500			2,429			(697		)	—			17,232
Income before income taxes	22,356			98,422			2,932			—			123,710
Income tax expense	10,181			36,844			353			—			47,378
Net income	12,175			61,578			2,579			—			76,332
Other comprehensive loss	—			(1,667		)	(4,422		)	—			(6,089		)
Total comprehensive income (loss)	$	12,175		$	59,911		$	(1,843	)	$	—		$	70,243

14. SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:

	Three Months Ended June 30, 2013
	Parent			Guarantor  Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations		Consolidated  Total
Net income	$	19,125		$	56,231		$	3,687		$	—	$	79,043
Adjustments to reconcile net provided by operating activities	15,244			(104,913		)	22,508			—		(67,161		)
Net cash provided by operating activities	34,369			(48,682		)	26,195			—		11,882
Capital expenditures	(1,466		)	(52,897		)	(1,866		)	—		(56,229		)
Reimbursed capital expenditures	—			2,869			—			—		2,869
Proceeds from sale of assets	—			10,321			—			—		10,321
Acquisitions, net of cash acquired	—			(22,255		)	(9,074		)	—		(31,329		)
Net cash used in investing activities	(1,466		)	(61,962		)	(10,940		)	—		(74,368		)
Net decrease in revolving credit facility	153,935			—			—			—		153,935
Proceeds on issuance of debt	—			—			25,000			—		25,000
Retirements and repayments of debt	(107,320		)	(3,766		)	(14,100		)	—		(125,186		)
Payments of deferred financing costs	(357		)	—			—			—		(357		)
Dividends paid	(2,069		)	—			—			—		(2,069		)
Repurchase of restricted shares for minimum tax obligation	(2,726		)	—			—			—		(2,726		)
Proceeds from exercise of stock options, including excess tax benefit	109			—			—			—		109
Intercompany financing and advances	(74,473		)	114,731			(40,258		)	—		—
Net cash (used in) provided by financing activities	(32,901		)	110,965			(29,358		)	—		48,706
Effect of exchange rate changes on cash	—			—			272			—		272
Net change in cash and cash equivalents	2			321			(13,831		)	—		(13,508		)
Cash and cash equivalents at beginning of period	3,110			1,537			27,390			—		32,037
Cash and cash equivalents at end of period	$	3,112		$	1,858		$	13,559		$	—	$	18,529

14. SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:

	Three Months Ended June 30, 2012
	Parent			Guarantor  Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations		Consolidated  Total
Net income (loss)	$	12,175		$	61,578		$	2,579		$	—	$	76,332
Adjustments to reconcile net income (loss) to net cash provided by operating activities	5,783			(1,187		)	21,619			—		26,215
Net cash provided by operating activities	17,958			60,391			24,198			—		102,547
Capital expenditures	(71		)	(35,952		)	(1,082		)	—		(37,105		)
Reimbursements of capital expenditures	—			7			—			—		7
Net cash used in investing activities	(71		)	(35,945		)	(1,082		)	—		(37,098		)
Net increase in revolving credit facility	(75,326		)	—			—			—		(75,326		)
Proceeds on issuance of debt	—			11,199			48,400			—		59,599
Retirements and repayments of debt	(15,097		)	(3,048		)	(23,900		)	—		(42,045		)
Payments of deferred financing costs	(2,066		)	—			—			—		(2,066		)
Dividends paid	(1,997		)	—			—			—		(1,997		)
Withholding of restricted shares for minimum tax obligation	(1,840		)	—			—			—		(1,840		)
Proceeds from government grant	—			1,000			—			—		1,000
Proceeds from exercise of stock options, including excess tax benefit	253			—			—			—		253
Intercompany financing and advances	77,691			(34,699		)	(42,992		)	—		—
Net cash used in financing activities	(18,382		)	(25,548		)	(18,492		)	—		(62,422		)
Effect of exchange rate changes on cash	—			—			(693		)	—		(693		)
Net change in cash	(495		)	(1,102		)	3,931			—		2,334
Cash at beginning of period	7,969			2,237			19,456			—		29,662
Cash at end of period	$	7,474		$	1,135		$	23,387		$	—	$	31,996