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 December 31, 2014

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, 50,451,397 shares outstanding as of February 5, 2015.

TRIUMPH GROUP, INC.

INDEX

			Page Number
Part I. Financial Information
Item 1.		Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets at December 31, 2014 and March 31, 2014		1
	Condensed Consolidated Statements of Income Three and nine months ended December 31, 2014 and 2013		2
	Condensed Consolidated Statements of Comprehensive Income Three and nine months ended December 31, 2014 and 2013		3
	Condensed Consolidated Statements of Cash Flows                                                                                            Nine months ended December 31, 2014 and 2013		4
	Notes to Condensed Consolidated Financial Statements December 31, 2014		5
Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations	39
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	55
Item 4.		Controls and Procedures	55
Part II. Other Information
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	57
Item 6.		Exhibits	57
Signatures			57

Part I. Financial Information

Item 1. Financial Statements.

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

	December 31, 2014			March 31, 2014
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	34,181		$	28,998
Trade and other receivables, less allowance for doubtful accounts of $7,480 and $6,535	452,327			517,304
Inventories, net of unliquidated progress payments of $174,855 and $165,019	1,288,564			1,111,767
Rotable assets	43,825			41,666
Deferred income taxes	53,446			57,308
Prepaid and other current assets	22,789			24,897
Total current assets	1,895,132			1,781,940
Property and equipment, net	982,666			931,430
Goodwill	2,063,508			1,791,891
Intangible assets, net	974,028			978,171
Other, net	59,739			69,954
Total assets	$	5,975,073		$	5,553,386
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	40,877		$	49,575
Accounts payable	308,398			317,334
Accrued expenses	359,871			273,290
Total current liabilities	709,146			640,199
Long-term debt, less current portion	1,401,803			1,500,808
Accrued pension and other postretirement benefits, noncurrent	410,168			508,524
Deferred income taxes, noncurrent	356,510			385,188
Other noncurrent liabilities	826,994			234,756
Stockholders’ equity:
Common stock, $.001 par value, 100,000,000 shares authorized, 52,460,920 and 52,459,020 shares issued; 50,451,397 and 52,159,020 shares outstanding	51			52
Capital in excess of par value	850,542			866,281
Treasury stock, at cost, 2,009,523 and 300,000 shares	(133,767		)	(19,134		)
Accumulated other comprehensive loss	(51,730		)	(18,908		)
Retained earnings	1,605,356			1,455,620
Total stockholders’ equity	2,270,452			2,283,911
Total liabilities and stockholders’ equity	$	5,975,073		$	5,553,386

SEE ACCOMPANYING NOTES.

1

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

(unaudited)

	Three Months Ended December 31,					Nine Months Ended December 31,
	2014			2013		2014			2013
Net sales	$	917,417		$	915,816	$	2,808,444		$	2,826,844
Operating costs and expenses:
Cost of sales (exclusive of depreciation and amortization shown separately below)	867,970			719,703		2,324,231			2,187,492
Selling, general and administrative	70,905			60,829		205,384			191,129
Depreciation and amortization	39,808			44,103		116,373			120,281
Relocation costs	—			4,841		3,193			7,285
Gain on legal settlement, net of expenses	—			—		(134,693		)	—
Settlements and early retirement incentive expense	—			1,561		—			1,561
	978,683			831,037		2,514,488			2,507,748
Operating (loss) income	(61,266		)	84,779		293,956			319,096
Interest expense and other	13,573			30,115		71,320			70,146
(Loss) income before income taxes	(74,839		)	54,664		222,636			248,950
Income tax (benefit) expense	(35,007		)	19,271		66,778			84,998
Net (loss) income	$	(39,832	)	$	35,393	$	155,858		$	163,952
(Loss) earnings per share—basic:	$	(0.79	)	$	0.68	$	3.05		$	3.18
Weighted-average common shares outstanding—basic	50,643			52,024		51,114			51,548
(Loss) earnings per share—diluted:	$	(0.79	)	$	0.67	$	3.04		$	3.11
Weighted-average common shares outstanding—diluted	50,643			52,806		51,343			52,798
Dividends declared and paid per common share	$	0.04		$	0.04	$	0.12		$	0.12

SEE ACCOMPANYING NOTES.

2

Triumph Group, Inc.

Condensed Consolidated Statements of Comprehensive Income

(dollars in thousands)

(unaudited)

	Three Months Ended December 31,						Nine Months Ended December 31,
	2014			2013			2014			2013
Net (loss) income	$	(39,832	)	$	35,393		$	155,858		$	163,952
Other comprehensive (loss) income:
Foreign currency translation adjustment	(16,331		)	(2,392		)	(25,954		)	378
Defined benefit pension plans and other postretirement benefits:
Amounts arising during the period - gains (losses), net of tax expense (benefit):
Prior service credit, net of taxes of $0 and ($7,023) for the three months ended and $0 and ($7,023) for the nine months ended	—			(11,695		)	—			(11,695		)
Actuarial (loss) gain, net of taxes $0 and $51,824 for the three months ended and $0 and $51,824 for the nine months ended	—			86,296			—			86,296
Reclassifications from accumulated other comprehensive income - (gains) losses, net of tax expense (benefits):
Amortization of net loss, net of taxes of $0 and ($1,700) for the three months ended and $0 and ($5,100) for the nine months ended, respectively	—			2,831			—			8,493
Recognized prior service credits, net of taxes of $921 and $1,056 for the three months ended and $2,762 and $3,169 for the nine months ended, respectively	(1,533		)	(1,759		)	(4,599		)	(5,277		)
Total defined benefit pension plans and other postretirement benefits, net of taxes	(1,533		)	75,673			(4,599		)	77,817
Cash flow hedges:
Unrealized gain (loss) arising during period, net of tax of $1,079 and ($1,247) for the three months ended and $1,298 and ($1,107) for the nine months ended, respectively	(1,732		)	1,961			(2,182		)	1,726
Reclassification of (gain) loss included in net earnings, net of tax of ($7) and $2 for the three months ended and $22 and $22 for the nine months ended, respectively	(20		)	(3		)	(87		)	(39		)
Net unrealized gain (loss) cash flow hedges, net of tax	(1,752		)	1,958			(2,269		)	1,687
Total other comprehensive (loss) income	(19,616		)	75,239			(32,822		)	79,882
Total comprehensive (loss) income	$	(59,448	)	$	110,632		$	123,036		$	243,834

SEE ACCOMPANYING NOTES.

3

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

(unaudited)

	Nine Months Ended December 31,
	2014			2013
Operating Activities
Net income	$	155,858		$	163,952
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	116,373			120,281
Amortization of acquired contract liabilities	(39,332		)	(34,373		)
Pension settlement charge	—			1,561
Accretion of debt discount	1,577			1,871
Other amortization included in interest expense	7,182			5,732
Provision for doubtful accounts receivable	153			1,592
Provision for deferred income taxes	69,093			81,604
Employee stock-based compensation	1,208			3,695
Changes in assets and liabilities, excluding the effects of acquisitions and dispositions of businesses:
Trade and other receivables	130,431			(10,414		)
Rotable assets	(2,159		)	(4,714		)
Inventories	41,516			(108,176		)
Prepaid expenses and other current assets	3,504			1,944
Accounts payable, accrued expenses and other current liabilities	(69,216		)	(102,206		)
Accrued pension and other postretirement benefits	(108,060		)	(83,445		)
Other	1,836			(5,560		)
Net cash provided by operating activities	309,964			33,344
Investing Activities
Capital expenditures	(85,170		)	(161,797		)
Reimbursements of capital expenditures	553			9,086
Proceeds from sale of assets	1,867			11,773
Acquisitions, net of cash acquired	38,082			(94,456		)
Net cash used in investing activities	(44,668		)	(235,394		)
Financing Activities
Net increase in revolving credit facility	17,607			178,460
Proceeds from issuance of long-term debt and capital leases	394,512			435,845
Repayment of debt and capital lease obligations	(541,884		)	(410,169		)
Purchase of common stock	(114,634		)	—
Payment of deferred financing costs	(5,859		)	(3,287		)
Dividends paid	(6,122		)	(6,246		)
Repayment of government grant	(3,198		)	256
Repurchase of restricted shares for minimum tax obligation	(673		)	(2,726		)
Proceeds from exercise of stock options	388			329
Net cash (used in) provided by financing activities	(259,863		)	192,462
Effect of exchange rate changes on cash	(250		)	2,966
Net change in cash	5,183			(6,622		)
Cash and cash equivalents at beginning of period	28,998			32,037
Cash and cash equivalents at end of period	$	34,181		$	25,415

SEE ACCOMPANYING NOTES.

4

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

1.     BASIS OF PRESENTATION AND ORGANIZATION

The accompanying unaudited condensed 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 and nine months ended December 31, 2014 are not necessarily indicative of results that may be expected for the year ending March 31, 2015. The accompanying condensed consolidated financial statements are unaudited and should be read in conjunction with the fiscal 2014 audited condensed consolidated financial statements and notes thereto included in the Company's Form 10-K for the year ended March 31, 2014 filed in May 2014.

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.

In May 2014, the Financial Accounting Standards Board ("FASB") issued guidance codified in Accounting Standards Codification ("ASC") 606, Revenue Recognition - Revenue from Contracts with Customers, which amends the guidance in former ASC 605, Revenue Recognition. The objective of ASC 606 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance. The principle of ASC 606 is that an entity will recognize revenue at the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled. ASC 606 is effective for interim and annual reporting periods beginning after December 15, 2016 and can be adopted by the Company using either a full retrospective or modified retrospective approach, with early adoption prohibited. The Company is currently evaluating ASC 606 and has not determined the impact it may have on the Company’s consolidated results of operations, financial position or cash flows nor decided on the method of adoption.

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 Recognition - Construction-Type and Production-Type Contracts topic of the ASC 605-35 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.

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

• 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 Revenue Recognition - 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 Revenue Recognition - Construction-Type and Production-Type Contracts topic.

For the three months ended December 31, 2014, cumulative catch-up adjustments from changes in estimates, inclusive of a provision for forward losses as discussed below, decreased operating income, net income and earnings per share by approximately $(154,268), $(82,107) and $(1.62) net of tax, respectively. The cumulative catch-up adjustments to operating income for the three months ended December 31, 2014 included gross favorable adjustments of approximately $5,325 and gross unfavorable adjustments of approximately $(159,593). For the nine months ended December 31, 2014, cumulative catch-up adjustments from changes in estimates, inclusive of a provision for forward losses as discussed below, decreased operating income, net income and earnings per share by approximately $(158,169), $(110,727) and $(2.16) net of tax, respectively. The cumulative catch-up adjustments to operating income for the nine months ended December 31, 2014 included gross favorable adjustments of approximately $4,769 and gross unfavorable adjustments of approximately $(162,938). For the three months ended December 31, 2013, cumulative catch-up adjustments from changes in estimates decreased operating income, net income and earnings per share by approximately $(21,339), $(13,816) and $(0.26) net of tax, respectively. For the nine months ended December 31, 2013, cumulative catch-up adjustments from changes in estimates decreased operating income, net income and earnings per share by approximately $(36,961), $(24,342) and $(0.46) 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.

During the quarter ended December 31, 2014, the Company recognized a provision for forward losses of $151,992 associated with the Company's long-term contract on the 747-8 program. These forward losses are largely due to changes in future estimated production rates, labor and overhead costs, pension income and expedited delivery charges.

• In December 2014, our customer, The Boeing Company (“Boeing”), announced a future production rate reduction for the 747-8 program from 1.5 shipsets per month to 1.3 shipsets per month. This production rate cut will result in additional future disruption and overhead cost absorption across our related production facilities.

6

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

• While the Company has experienced improvements in labor performance metrics on our work associated with the 747-8 program in recent quarters, the Company has not recovered to the levels previously experienced or as quickly as expected, and no longer believes that the Company can recover to the level required to avoid future losses. The Company's increased labor assumptions will also result in increased overhead cost absorption to the 747-8 program.

• In October 2014, the Society of Actuaries released updated mortality tables to reflect recent improvements in longevity. The mortality tables are a key assumption in the valuation of our defined benefit obligations and related net period pension benefit income. These new mortality tables will lower estimated future pension benefit income amounts, thereby negatively impacting our future cost estimates associated with the 747-8 program.

• Although the Company has made significant improvements on the quality and timeliness of deliveries as compared to the prior year, the Company continues to incur charges related to expedited delivery and have included estimates for additional costs in the future.

While the Company has recently recognized a provision for forward losses, there is still risk similar to what the Company has experienced on the 747-8 program. In particular, the Company's ability to manage risks related to supplier performance, execution of cost reduction strategies, hiring and retaining skilled production and management personnel, quality and manufacturing execution, program schedule delays and many other risks, will determine the ultimate performance of these programs.

Included in net sales of the Aerostructures and Aerospace Systems group is the non-cash amortization of acquired contract liabilities recognized as fair value adjustments through purchase accounting from various acquisitions. For the three months ended December 31, 2014 and 2013, the Company recognized $15,501 and $14,258, respectively, into net sales in the accompanying Condensed Consolidated Statements of Income. For the nine months ended December 31, 2014 and 2013, the Company recognized $39,332 and $34,373, respectively, into net sales in the accompanying Condensed 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 Boeing (representing commercial, military and space) represented approximately 25% and 32% of total trade accounts receivable as of December 31, 2014 and March 31, 2014, respectively. The Company had no other concentrations of credit risk of more than 10%. Sales to Boeing for the nine months ended December 31, 2014 were $1,219,324, or 43% of net sales, of which $1,084,777, $111,173 and $23,374 were from the Aerostructures segment, the Aerospace Systems segment and Aftermarket Services segment, respectively. Sales to Boeing for the nine months ended December 31, 2013 were $1,289,201, or 46% of net sales, of which $1,205,887, $64,202 and $19,112 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 December 31, 2014 and 2013 was $403 and $1,432, respectively. Stock-based compensation expense for the nine months ended December 31, 2014 and 2013 was $1,208 and $3,695, respectively. The Company has classified share-based compensation within selling, general and administrative

7

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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:

	December 31, 2014
	Weighted- Average Life	Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships	16.2	$	681,292	$	(168,474	)	$	512,818
Product rights, technology and licenses	11.7	52,405		(32,015		)	20,390
Non-compete agreements and other	15.9	2,929		(509		)	2,420
Tradenames	Indefinite-lived	438,400		—			438,400
Total intangibles, net		$	1,175,026	$	(200,998	)	$	974,028

	March 31, 2014
	Weighted- Average Life	Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships	16.7	$	650,199	$	(136,970	)	$	513,229
Product rights, technology and licenses	11.7	52,405		(28,437		)	23,968
Non-compete agreements and other	13.6	3,679		(1,105		)	2,574
Tradenames	Indefinite-lived	438,400		—			438,400
Total intangibles, net		$	1,144,683	$	(166,512	)	$	978,171

Amortization expense for the three months ended December 31, 2014 and 2013 was $12,158 and $12,402, respectively. Amortization expense for the nine months ended December 31, 2014 and 2013 was $35,638 and $34,552, respectively.

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. When determining fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and also considers assumptions that market participants would use when pricing an asset or liability. The fair value hierarchy has three levels of inputs that may be used to measure fair value: Level 1—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; and Level 3—Unobservable inputs for the asset or liability. The Company has applied fair value measurements to its interest rate swap (see Note 6).

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 warranty reserves as of December 31, 2014 and March 31, 2014, were $32,402 and $25,651, respectively.

8

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Supplemental Cash Flow Information

The Company received $23,666 for income tax refunds, net of payments, for the nine months ended December 31, 2014. The Company paid $2,329 for income taxes, net of refunds received, for the nine months ended December 31, 2013. The Company made interest payments of $76,188 and $60,202 for the nine months ended December 31, 2014 and 2013, respectively.

During the nine months ended December 31, 2014 and 2013, the Company financed $52 and $36, respectively, of property and equipment additions through capital leases. During the nine months ended December 31, 2013, the Company issued 2,272,019 shares, in connection with certain conversions of convertible senior subordinated notes (see Note 6).

During the nine months ended December 31, 2014, under the existing stock repurchase program, the Company repurchased 1,723,011 shares for $114,634. As a result, as of December 31, 2014, the Company remains able to purchase an additional 3,477,789 shares under the existing stock repurchase program.

3.     ACQUISITIONS

FISCAL 2015 ACQUISITIONS

Acquisition of Spirit AeroSystems Holdings, Inc. - Gulfstream G650 and G280 Wing Programs

Effective December 30, 2014, a wholly-owned subsidiary of the Company, Triumph Aerostructures - Tulsa LLC, doing business as Triumph Aerostructures-Vought Aircraft Division-Tulsa, completed the acquisition of the Gulfstream G650 and G280 wing programs (the "Tulsa Programs") located in Tulsa, Oklahoma, from Spirit AeroSystems, Inc. The acquisition of the Tulsa Programs establishes the Company as a leader in fully integrated wing design, engineering and production and advances its standing as a strategic Tier One Capable aerostructures supplier. The acquired business will operate as Triumph Aerostructures-Vought Aircraft Division-Tulsa and its results will be included in the Aerostructures Group from the date of acquisition.

The Company received $160,000 in cash plus assets required to run the business from Spirit-Tulsa to cover the anticipated future cash flow needs of the programs. Goodwill in the amount of $80,636 was provisionally recognized for this acquisition and is calculated as the excess of consideration transferred over the net assets recognized and represents 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 accounting for the business combination is provisional and dependent upon obtaining valuations and other information for certain assets and liabilities which have not yet been identified, 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 requires 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 the Tulsa Programs 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 the Company has received to date, in accordance with Accounting Standards Codification Topic 805, Business Combinations ("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 Tulsa Programs acquisition. Accordingly, the amounts below report the Company's best estimate of fair value based on the information available at this time:

9

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

3.     ACQUISITIONS (Continued)

	December 30, 2014
Inventory	$	72,364
Property and equipment	28,500
Goodwill	80,636
Deferred taxes	64,686
Total assets	$	246,186
Accrued expenses	$	11,186
Acquired contract liabilities	395,000
Total liabilities	$	406,186

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 the Tulsa Programs whichever is earlier.

The Tulsa Programs acquisition has been accounted for under the acquisition method and, accordingly, is included in the condensed consolidated financial statements from the effective date of acquisition. The Company incurred $4,606 in acquisition-related costs in connection with the Tulsa Programs acquisition, which is recorded in selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Income.

Acquisition of North American Aircraft Services, Inc.

Effective October 17, 2014, the Company acquired the ownership of all of the outstanding shares of North American Aircraft Services, Inc. and its affiliates ("NAAS"). NAAS is based in San Antonio, Texas, with fixed-based operator units throughout the United States as well as international locations and delivers line maintenance and repair, fuel leak detection and fuel bladder cell repair services. The acquired business will operate as Triumph Aviation Services - NAAS Division and its results are included in Aftermarket Services Group from the date of acquisition.

The purchase price for the NAAS acquisition was $44,687. Goodwill in the amount of $24,686 was recognized for this acquisition and is calculated as the excess of consideration transferred over the net assets recognized and represents 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 an intangible asset related to customer relationships valued at $17,000 with a weighted-average life of 11.0 years.

The accounting for the business combination is dependent upon 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 requires 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 NAAS 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 the Company has received to date, in accordance with ASC 805. These estimates will be revised as the Company revises final appraisal of tangible and intangible assets, certain liabilities assumed and other information related to the NAAS acquisition. Accordingly, the amounts below report the Company's best estimate of fair value based on the information available at this time:

10

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

3.     ACQUISITIONS (Continued)

	October 17, 2014
Cash	$	803
Accounts receivable	5,487
Inventory	866
Property and equipment	197
Goodwill	24,686
Intangible assets	17,000
Other assets	363
Total assets	$	49,402
Accounts payable	$	232
Accrued expenses	935
Other noncurrent liabilities	3,548
Total liabilities	$	4,715

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 NAAS, whichever is earlier.

The NAAS acquisition has been accounted for under the acquisition method and, accordingly, is included in the condensed consolidated financial statements from the effective date of acquisition. The NAAS acquisition was funded by the Company's long-term borrowings in place at the date of acquisition. The Company incurred $585 in acquisition-related costs in connection with the NAAS acquisition, which is recorded in selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Income.

Acquisition of GE Aviation - Hydraulic Actuation

Effective June 27, 2014, the Company acquired the hydraulic actuation business of GE Aviation ("GE"). GE's hydraulic actuation business consists of three facilities located in Yakima, Washington, Cheltenham, England and the Isle of Man and is a technology leader in actuation systems. GE's key product offerings include complete landing gear actuation systems, door actuation, nose-wheel steerings, hydraulic fuses, manifolds flight control actuation and locking mechanisms for the commercial, military and business jet markets. The acquired business will operate as Triumph Actuation Systems-Yakima and Triumph Actuation Systems-UK & IOM and its results are included in Aerospace Systems Group from the date of acquisition.

The purchase price for the GE acquisition was $71,509, which includes cash paid at closing and deferred payments. Goodwill in the amount of $177,892 was recognized for this acquisition and is calculated as the excess of consideration transferred over the net assets recognized and represents 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 an intangible asset related to technology valued at $17,494 with a weighted-average life of 11.0 years.

The accounting for the 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 requires 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 GE 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.

11

Triumph Group, Inc.

Notes to Condensed 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 the Company 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 GE acquisition. Accordingly, the amounts below report the Company's best estimate of fair value based on the information available at this time:

	June 27, 2014
Cash	$	4,608
Accounts receivable	35,579
Inventory	48,560
Property and equipment	33,965
Goodwill	177,892
Intangible assets	17,494
Deferred taxes	45,378
Other assets	2,022
Total assets	$	365,498
Accounts payable	$	17,644
Accrued expenses	26,483
Acquired contract liabilities	249,862
Total liabilities	$	293,989

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 GE, whichever is earlier.

The GE acquisition has been accounted for under the acquisition method and, accordingly, is included in the condensed consolidated financial statements from the effective date of acquisition. The GE acquisition was funded by the Company's long-term borrowings in place at the date of acquisition. The Company incurred $1,839 in acquisition-related costs in connection with the GE acquisition, which is recorded in selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Income.

The acquisitions of the Tulsa Programs, NAAS and GE are referred to in this report as the "fiscal 2015 acquisitions."

As a result of the fiscal 2015 acquisitions, acquired contract liabilities, net, which are included in other noncurrent liabilities on the Condensed Consolidated Balance Sheets, increased to $738,414 at December 31, 2014 from $141,505 at March 31, 2014.

The following table presents information for the fiscal 2015 acquisitions which are included in the Company's Condensed Consolidated Statements of Income from their respective dates of acquisition through the three and nine months ended December 31, 2014:

	For the Three Months Ended December 31, 2014		For the Nine Months Ended December 31, 2014
Net Sales	$	69,644	$	137,860
Operating Income	7,895		15,115

12

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

3.     ACQUISITIONS (Continued)

FISCAL 2014 ACQUISITIONS

Acquisition of Insulfab Product Line (Chase Corporation)

Effective October 7, 2013, the Company's wholly-owned subsidiary, Triumph Insulation Systems, LLC, acquired substantially all of the assets comprising the Insulfab product line from Chase Corporation ("Insulfab"). Insulfab primarily focuses on manufacturing high-quality, engineered barrier laminates used in aerospace applications. The results for Triumph Insulation Systems, LLC will continue to be included in the Aerostructures group from the date of acquisition.

The Company paid $7,394 in cash at closing for Insulfab, and in January 2014, paid $2,516 in cash after the working capital was finalized. Goodwill in the amount of $4,660 was recognized for this acquisition and is calculated as the excess of consideration transferred over the net assets recognized and represents 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.

Acquisition of General Donlee Canada, Inc.

Effective October 4, 2013, the Company acquired all of the issued and outstanding shares of General Donlee Canada Inc. ("General Donlee"). General Donlee is based in Toronto, Canada and is a leading manufacturer of precision machined products for the aerospace, nuclear and oil and gas industries. The acquired business now operates as Triumph Gear Systems-Toronto ULC and its results are included in the Aerospace Systems Group from the date of acquisition.

The purchase price for the General Donlee acquisition was $56,622 plus assumed debt of $32,382, which was settled at closing. Additionally, on October 7, 2013, the Company, at its option, called General Donlee's Convertible Notes for $26,000, which were paid on November 12, 2013. Goodwill in the amount of $46,528 was recognized for this acquisition and is calculated as the excess of consideration transferred over the net assets recognized and represents 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 $24,596 with a weighted-average life of 15.0 years. Prior to the anniversary of the acquisition date, the Company finalized the purchase price allocation. The finalization of the Company's purchase accounting assessment did not result in significant measurement period adjustments and did not have a material impact on the Company's Consolidated Balance Sheet, Statement of Income, or Statement of Cash Flows.

The following condensed balance sheet represents the amounts assigned to each major asset and liability caption in the aggregate from the acquisition of General Donlee, in accordance with ASC 805:

13

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

3.     ACQUISITIONS (Continued)

	October 4, 2013
Accounts receivable	$	10,573
Inventory	15,645
Prepaid expenses and other	184
Property and equipment	31,952
Goodwill	46,528
Intangibles assets	24,596
Total assets	$	129,478
Accounts payable	$	2,841
Accrued expenses	3,620
Deferred taxes	11,439
Debt	54,956
Total liabilities	$	72,856

The Company finalized its estimate after it was able to to determine that it had obtained all necessary information that existed as of the acquisition date related to these amounts.

The General Donlee acquisition has been accounted for under the acquisition method and, accordingly, is included in the condensed consolidated financial statements from the effective date of the acquisition. The General Donlee acquisition was funded by the Company's long-term borrowings in place at the date of acquisition. The Company incurred $766 in acquisition-related costs in connection with the General Donlee acquisition, which were recorded in selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Income for the fiscal year ended March 31, 2014.

Acquisition 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 from the date of acquisition. 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 $29,138 was recognized for this acquisition and is calculated as the excess of consideration transferred over the net assets recognized and represents 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 $3,514 with a weighted-average life of 16.0 years. Prior to the anniversary of the acquisition date, the Company finalized the purchase price allocation.

The following condensed balance sheet represents the amounts assigned to each major asset and liability caption in the aggregate from the acquisition of Primus, in accordance with ASC 805:

14

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

3.     ACQUISITIONS (Continued)

	May 6, 2013
Cash	$	2,201
Accounts receivable	17,392
Inventory	21,053
Prepaid expenses and other	883
Property and equipment	28,457
Goodwill	29,138
Intangibles assets	3,514
Other noncurrent assets	13,138
Total assets	$	115,776
Accounts payable	$	10,027
Accrued expenses	15,939
Other noncurrent liabilities	26,280
Total liabilities	$	52,246

The Company finalized its estimates after it was able to determine that it had obtained all necessary information that existed as of the acquisition date related to these matters.

The Primus acquisition has been accounted for under the acquisition method and, accordingly, is included in the condensed consolidated financial statements from the effective date of the acquisition. The Primus acquisition was funded by the Company's long-term borrowings in place at the date of acquisition. The Company incurred $743 in acquisition-related costs in connection with the Primus acquisition, which is recorded in selling, general and administrative expenses in the Condensed Consolidated Statements of Income for the fiscal year ended March 31, 2014.

The acquisitions of Insulfab, General Donlee and Primus are referred to in this report as the "fiscal 2014 acquisitions."

The pro forma results presented below include the effects of the GE and 2014 acquisitions of as if they had been consummated as of April 1, 2013. 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, 2013 and have been included in the Company's results of operations for fiscal years 2015 and 2014.

	Three Months Ended December 31,					Nine Months Ended December 31,
	2014			2013		2014		2013
Net Sales	$	917,417		$	969,733	$	2,859,381	$	3,008,865
Net (loss) income	(39,832		)	35,839		157,880		166,290
(Loss) earnings per share—basic	$	(0.79	)	$	0.69	$	3.09	$	3.23
(Loss) earnings per share—diluted	$	(0.79	)	$	0.68	$	3.08	$	3.15

15

4.     DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

Sale of Triumph Aerospace Systems - Wichita

In January 2014, the Company sold all of the shares of Triumph Aerospace Systems-Wichita, Inc. ("TAS-Wichita") for total cash proceeds of $23,000. As a result of the sale of TAS-Wichita, the Company recognized no gain or loss. The operating results of TAS-Wichita were included in the Aerostructures Group through the date of disposal.

Sale of Triumph Instruments - Burbank and Triumph Instruments - Ft. Lauderdale

In April 2013, the Company sold the assets and liabilities of Triumph Instruments - Burbank and Triumph Instruments - Ft. Lauderdale (collectively, "Triumph Instruments") for total proceeds of $11,200 including cash received at closing of $9,676, a note of $1,500, and the remaining amount which was held in escrow and received in the second quarter of fiscal 2014, 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 Condensed 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 businesses and markets of the disposed entities, as defined by ASC 205-20, Discontinued Operations, and, therefore, as a result,the disposal groups do not meet the criteria to be classified as discontinued operations.

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:

	December 31, 2014			March 31, 2014
Raw materials	$	85,192		$	106,552
Work-in-process, including manufactured and purchased components	1,254,134			1,102,626
Finished goods	124,093			67,608
Less: unliquidated progress payments	(174,855		)	(165,019		)
Total inventories	$	1,288,564		$	1,111,767

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 related to the Company's contracts with Bombardier for the Global 7000/8000 program ("Bombardier") and Embraer for the second generation E-Jet ("Embraer") as of December 31, 2014 is $245,241. The balance of capitalized pre-production costs related to the Company's contracts with Bombardier and Embraer as of March 31, 2014 was $131,358.

The Company is still in the pre-production stages for the Bombardier and Embraer programs, as these aircrafts are not scheduled to enter service until 2016 and 2018, respectively, or later. Transition of these programs from development to recurring production levels is dependent upon the success of the programs achieving flight testing and certification, as well as the ability of the Bombardier and Embraer programs 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.

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

6.    LONG-TERM DEBT

Long-term debt consists of the following:

	December 31, 2014		March 31, 2014
Revolving line of credit	$	212,013	$	194,406
Term loan	360,938		375,000
Receivable securitization facility	98,100		162,400
Equipment leasing facility and other capital leases	88,651		74,342
Senior notes due 2018	—		348,423
Senior notes due 2021	375,000		375,000
Senior notes due 2022	300,000		—
Convertible senior subordinated notes	—		12,834
Other debt	7,978		7,978
	1,442,680		1,550,383
Less current portion	40,877		49,575
	$	1,401,803	$	1,500,808

Revolving Credit Facility

In May 2014, the Company amended its existing credit agreement (the “Credit Facility”) with its lenders to (i) increase the maximum amount allowed for the receivable securitization facility (the “Securitization Facility”) and (ii) amend certain other terms and covenants.

In November 2013, the Company amended and restated its Credit Facility with its lenders to (i) provide for a $375,000 Term Loan with a maturity date of May 14, 2019 (the "2013 Term Loan"), (ii) maintain a Revolving Line of Credit under the Credit Facility of $1,000,000 with a $250,000 accordion feature, (iii) extend the maturity date to November 19, 2018, and (iv) amend certain other terms and covenants. In connection with the amendment to the Credit Facility, the Company incurred $2,795 of financing costs. These costs, along with the $6,507 of unamortized financing costs prior to the amendment, are being amortized over the remaining term of the Credit Facility.

The Company will repay the outstanding principal amount of the 2013 Term Loan in quarterly installments, on the first business day of each January, April, July and October, commencing April 2014.

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 Second Amended and Restated Guarantee and Collateral Agreement, dated as of November 19, 2013, among the administrative agent, the Company and the subsidiaries of the Company party thereto.

Pursuant to the Credit Facility, the Company can borrow, repay and re-borrow revolving credit loans, and cause to be issued letters of credit, in an aggregate principal amount not to exceed $1,000,000 outstanding at any time. The Credit Facility bears interest at either: (i) LIBOR plus between 1.38% and 2.50%; (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 0.25% and 0.45% 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 December 31, 2014, there were $212,013 in borrowings and $35,514 in letters of credit outstanding under the Revolving Line of Credit provisions of the Credit Facility primarily to support insurance policies. At March 31, 2014, there

17

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

6. LONG-TERM DEBT (Continued)

were $194,406 in borrowings and $36,445 in letters of credit outstanding under the Revolving Line of Credit provisions of the Credit Facility primarily to support insurance policies. The level of unused borrowing capacity under the Revolving Line of Credit provisions of 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 December 31, 2014, the Company had borrowing capacity under this facility of $752,473 after reductions for borrowings and letters of credit outstanding under the facility.

In connection with the Company amending and restating the Credit Facility to add the 2013 Term Loan, the Company also entered into an interest rate swap agreement through November 2018 to reduce its exposure to interest on the variable rate portion of its long-term debt. On the date of inception, the Company designated the interest rate swap as a cash flow hedge in accordance with FASB guidance on accounting for derivatives and hedges and linked the interest rate swap to the 2013 Term Loan. The Company formally documented the hedging relationship between 2013 Term Loan and the interest rate swap, as well as its risk-management objective and strategy for undertaking the hedge, the nature of the risk being hedged, how the hedging instrument's effectiveness will be assessed and a description of the method of measuring the ineffectiveness. The Company also formally assesses, both at the hedge's inception and on a quarterly basis, whether the derivative item is highly effective offsetting changes in cash flows.

As of December 31, 2014 and March 31, 2014, the interest rate swap agreement had a notional amount of $360,938 and $375,000, respectively. As of December 31, 2014 and March 31, 2014, the interest rate swap agreement had a fair value of $141 and $2,426, respectively, which is recorded in other assets, net of applicable taxes (Level 2). The interest rate swap settles on a monthly basis when interest payments are made. These settlements occur through the maturity date.

Receivables Securitization Facility

In November 2014, the Company amended its $225,000 Securitization Facility, increasing the purchase limit from $175,000 to $225,000 and extending the term through November 2017. 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 December 31, 2014, the maximum amount available under the Securitization Facility was $225,000. Interest rates are based on LIBOR plus a program fee and a commitment fee. The program fee is 0.40% on the amount outstanding under the Securitization Facility. Additionally, the commitment fee is 0.40% on 100.00% of the maximum amount available under the Securitization Facility. At December 31, 2014, there was $98,100 outstanding under the Securitization Facility. In connection with amending the Securitization Facility, the Company incurred approximately $252 of financing costs. These costs, along with the $341 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 ASC 860.

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 all or substantially all of the Company's assets.

Capital Leases

During the nine months ended December 31, 2014 and 2013, the Company entered into new capital leases in the amount of $52 and $36, respectively, to finance a portion of the Company’s capital additions for the period. During the nine months

18

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

6. LONG-TERM DEBT (Continued)

ended December 31, 2014 and 2013, the Company obtained financing for existing fixed assets in the amount of $28,860 and $27,145, 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 had 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 were being amortized on the effective interest method over the term of the 2017 Notes.

On November 15, 2013, the Company completed the redemption of the 2017 Notes. The principal amount of $175,000 was redeemed at a price of 104% plus accrued and unpaid interest. As a result of the redemption, the Company recognized a pre-tax loss on redemption of $11,069, consisting of early termination premium, write-off of unamortized discount and deferred financing fees and was recorded on the Consolidated Statements of Income as a component of "Interest expense and other".

Senior Notes Due 2018

On June 16, 2010, in connection with the acquisition of Vought Aircraft Industries. ("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 had an effective interest yield of 8.75%. Interest on the 2018 Notes accrued at the rate of 8.63% per annum and was 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 were amortized on the effective interest method over the term of the 2018 Notes.

On June 23, 2014, the Company completed the redemption of the 2018 Notes. The principal amount of $350,000 was redeemed at a price of 104.79% plus accrued and unpaid interest. As a result of the redemption, the Company recognized a pre-tax loss on redemption of $22,615, consisting of early termination premium, write-off of unamortized discount and deferred financing fees and was recorded on the Condensed Consolidated Statements of Income as a component of "Interest expense and other" for the nine months ended December 31, 2014.

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 2021 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").

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

19

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

6. LONG-TERM DEBT (Continued)

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.

Senior Notes Due 2022

On June 3, 2014, the Company issued $300,000 principal amount of 5.250% Senior Notes due 2022 (the "2022 Notes"). The 2022 Notes were sold at 100% of principal amount and have an effective interest yield of 5.250%. Interest on the 2022 Notes accrues at the rate of 5.250% per annum and is payable semiannually in cash in arrears on June 1 and December 1 of each year, commencing on December 1, 2014. In connection with the issuance of the 2022 Notes, the Company incurred approximately $4,990 of costs, which were deferred and are being amortized on the effective interest method over the term of the 2022 Notes.

The 2022 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 2022 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 2022 Notes prior to June 1, 2017 by paying a "make-whole" premium. The Company may redeem some or all of the 2022 Notes on or after June 1, 2017 at specified redemption prices. In addition, prior to June 1, 2017, the Company may redeem up to 35% of the 2022 Notes with the net proceeds of certain equity offerings at a redemption price equal to 105.250% of the aggregate principal amount plus accrued and unpaid interest, if any, subject to certain limitations set forth in the indenture governing the 2022 Notes (the "2022 Indenture").

The Company is obligated to offer to repurchase the 2022 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 2022 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 were 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 bore 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 paid 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

20

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

6. LONG-TERM DEBT (Continued)

principal amount of the Convertible Notes. The contingent interest paid per note in respect of any six-month period equaled 0.25% per annum, calculated on the average trading price of a note for the relevant five trading day period.

The Convertible Notes would have matured on October 1, 2026, unless earlier redeemed, repurchased or converted. The Company was able to 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 had 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 were convertible into the Company’s common stock at a rate equal to 36.8679 shares per $1 principal amount of the Convertible Notes (equal to an initial conversion price of approximately $27.12 per share), subject to adjustment as described in the indenture governing the Convertible Notes. Upon conversion, the Company delivered 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.

On May 22, 2014, the Company announced the redemption of the Convertible Notes. The redemption price for the Convertible Notes was equal to the sum of 100% of the principal amount of the Convertible Notes outstanding, plus accrued and unpaid interest on the Convertible Notes up to, but not including, the redemption date of June 23, 2014. The Convertible Notes were able to be converted at the option of the holder.

The Convertible Notes were 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 23, 2014, the Convertible Notes were eligible for conversion. During the nine months ended December 31, 2014, the Company settled the conversion of $12,834 in principal value of the Convertible Notes, with the principal and the conversion benefit settled in cash. During the nine months ended December 31, 2013, the Company settled the conversion of $95,732 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 2,272,019 shares.

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 $27.12. The average price of the Company's common stock for the three months ended December 31, 2013, was $72.52. Therefore, for the three months ended December 31, 2013, there were 525,635 additional shares included in the calculation of diluted earnings per share. The average price of the Company’s common stock for the nine months ended December 31, 2014 and 2013 was $66.71 and $75.69, respectively. Therefore, for the nine months ended December 31, 2014 and 2013, there were 56,692 and 982,600 additional shares, respectively, included in the calculation of diluted earnings per share.

21

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

6. LONG-TERM DEBT (Continued)

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:

	December 31, 2014				March 31, 2014
	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt	$	1,442,680	$	1,434,621	$	1,550,383	$	1,580,447

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).

7.    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 December 31,		Nine Months Ended December 31,
	(in thousands)		(in thousands)
	2014	2013	2014	2013
Weighted-average common shares outstanding – basic	50,643	52,024	51,114	51,548
Net effect of dilutive stock options and nonvested stock	—	256	172	267
Potential common shares – convertible debt	—	526	57	983
Weighted-average common shares outstanding – diluted	50,643	52,806	51,343	52,798

22

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

8.    INCOME TAXES

The Company follows the Income Taxes topic of the ASC 740, 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 December 31, 2014 and March 31, 2014, the total amount of accrued income tax-related interest and penalties was $200 and $204, respectively.

As of December 31, 2014 and March 31, 2014, the total amount of unrecognized tax benefits was $8,438 and $8,865, respectively, of which $6,655 and $7,082, 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 December 31, 2014 was a benefit of (46.8)% as compared to 35.3% for the three months ended December 31, 2013. For the three months ended December 31, 2014, the income tax benefit increased to reflect the benefit of $5,970 from the retroactive reinstatement of the R&D tax credit. The effective income tax rate for the nine months ended December 31, 2014 was 30.0% as compared to 34.1% for the nine months ended December 31, 2013. For the nine months ended December 31, 2014, the income tax provision was reduced to reflect unrecognized tax benefits of $1,051, an additional tax benefit related to the a net operating loss carryback claim of $367, the benefit of $1,999 from a decrease to the state deferred tax rates and the benefit of $5,970 from the retroactive reinstatement of the R&D tax credit.

With few exceptions, the Company is no longer subject to U.S. federal income tax examinations for fiscal years ended before March 31, 2011, state or local examinations for fiscal years ended before March 31, 2011, or foreign income tax examinations by tax authorities for fiscal years ended before March 31, 2009.

As of December 31, 2014, the Company was not subject to examination in any state jurisdiction. The Company has filed appeals in a prior state examination related to fiscal years ended March 31, 1999 through March 31, 2005. Because of net operating losses acquired as part of the acquisition of Vought, the Company is subject to U.S. federal income tax examinations and various state jurisdictions for the years ended December 31, 2001 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.

During the nine months ended December 31, 2014, the Company received refund claims of $26,001, which had previously been filed for in the second quarter of the fiscal year ended March 31, 2013.

9.    GOODWILL

The following is a summary of the changes in the carrying value of goodwill by reportable segment, from March 31, 2014 through December 31, 2014:

	Aerostructures		Aerospace  Systems			Aftermarket Services		Total
Balance, March 31, 2014	$	1,339,993	$	395,912		$	55,986	$	1,791,891
Goodwill recognized in connection with acquisitions	80,636		177,892			24,686		283,214
Effect of exchange rate changes	1,790		(13,440		)	53		(11,597		)
Balance, December 31, 2014	$	1,422,419	$	560,364		$	80,725	$	2,063,508

23

10.     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 715, the Company has recognized the funded status of the benefit obligation as of the date of the last remeasurement, in the accompanying Condensed Consolidated Balance Sheets. 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.

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

10.     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 December 31,						Nine Months Ended December 31,
	2014			2013			2014			2013
Components of net periodic benefit expense (income):
Service cost	$	3,251		$	3,293		$	9,764		$	9,880
Interest cost	21,961			23,369			65,863			69,801
Expected return on plan assets	(36,913		)	(37,271		)	(110,740		)	(111,309		)
Amortization of prior service credits	(1,322		)	(1,683		)	(3,966		)	(5,048		)
Amortization of net loss	—			4,531			—			13,593
Settlements	—			1,561			—			1,561
Net periodic benefit income	$	(13,023	)	$	(6,200	)	$	(39,079	)	$	(21,522	)

	Other postretirement benefits
	Three Months Ended December 31,						Nine Months Ended December 31,
	2014			2013			2014			2013
Components of net periodic benefit expense:
Service cost	$	717		$	765		$	2,151		$	2,295
Interest cost	3,083			3,138			9,249			9,414
Amortization of prior service credits	(1,132		)	(1,132		)	(3,397		)	(3,397		)
Net periodic benefit expense	$	2,668		$	2,771		$	8,003		$	8,312

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 December 2013, the Company completed an incentive offer in the form of lump-sum payments to non-represented deferred vested employees who were not of retirement age in lieu of any future benefits. In addition, cumulative lump-sum payments to union-represented plan participants for previously offered early retirement incentives exceeded the service and interest costs of the respective plan. The aforementioned changes led to a remeasurement of the affected plan's assets and obligations as of December 2013, which resulted in a $118,391 decrease in projected benefit obligation. Additionally, these distributions resulted in settlement charges of $1,561 and are presented on the accompanying Condensed Consolidated Statements of Income as "Early retirement incentive expense."

25

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

11.     STOCKHOLDERS' EQUITY

Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive income (loss) ("AOCI") by component for the three and nine months ended December 31, 2014 and 2013, respectively, were as follows:

	Currency Translation Adjustment			Unrealized Gains and Losses on Derivative Instruments			Defined Benefit Pension Plans and Other Postretirement Benefits					Total (1)
Balance September 30, 2014	$	(9,425	)	$	979		$	(23,668	)			$	(32,114	)
AOCI before reclassifications	(16,331		)	(1,732		)	—					(18,063		)
Amounts reclassified from AOCI	—			(20		)	(1,533		)	(2	)	(1,553		)
Net current period AOCI	(16,331		)	(1,752		)	(1,533		)			(19,616		)
Balance December 31, 2014	$	(25,756	)	$	(773	)	$	(25,201	)			$	(51,730	)

Balance September 30, 2013	$	6,283		$	(140	)	$	(62,472	)			$	(56,329	)
AOCI before reclassifications	(2,392		)	1,961			74,601					74,170
Amounts reclassified from AOCI	—			(3		)	1,072			(2	)	1,069
Net current period AOCI	(2,392		)	1,958			75,673					75,239
Balance December 31, 2013	$	3,891		$	1,818		$	13,201				$	18,910

Balance March 31, 2014	$	198		$	1,496		$	(20,602	)			$	(18,908	)
AOCI before reclassifications	(25,954		)	(2,182		)	—					(28,136		)
Amounts reclassified from AOCI	—			(87		)	(4,599		)	(2	)	(4,686		)
Net current period AOCI	(25,954		)	(2,269		)	(4,599		)			(32,822		)
Balance December 31, 2014	$	(25,756	)	$	(773	)	$	(25,201	)			$	(51,730	)

Balance March 31, 2013	$	3,513	$	131		$	(64,616	)			$	(60,972	)
AOCI before reclassifications	378		1,726			74,601					76,705
Amounts reclassified from AOCI	—		(39		)	3,216			(2	)	3,177
Net current period AOCI	378		1,687			77,817					79,882
Balance December 31, 2013	$	3,891	$	1,818		$	13,201				$	18,910

(1) Net of tax.

(2) Primarily relates to amortization of actuarial losses and recognized prior service (credits) costs, which are included in the net periodic pension cost of which a portion is allocated to production as inventoried costs.

26

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

12.     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 a gain on legal settlement, net of expenses, of $134,693 for the nine months ended December 31, 2014.

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:

27

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

12.     SEGMENTS (Continued)

	Three Months Ended December 31,						Nine Months Ended December 31,
	2014			2013			2014			2013
Net sales:
Aerostructures	$	559,465		$	637,202		$	1,803,400		$	1,979,839
Aerospace systems	279,198			211,402			787,951			636,411
Aftermarket services	80,690			69,556			222,641			216,880
Elimination of inter-segment sales	(1,936		)	(2,344		)	(5,548		)	(6,286		)
	$	917,417		$	915,816		$	2,808,444		$	2,826,844
(Loss) income before income taxes:
Operating income (expense):
Aerostructures	$	(102,461	)	$	53,973		$	40,634		$	218,784
Aerospace systems	41,863			32,504			125,430			106,887
Aftermarket services	12,490			9,297			34,614			30,678
Corporate	(13,158		)	(10,995		)	93,278			(37,253		)
	(61,266		)	84,779			293,956			319,096
Interest expense and other	13,573			30,115			71,320			70,146
	$	(74,839	)	$	54,664		$	222,636		$	248,950
Depreciation and amortization:
Aerostructures	$	24,947		$	30,207		$	74,692		$	83,002
Aerospace systems	11,363			10,823			32,027			27,911
Aftermarket services	2,334			1,862			6,137			5,603
Corporate	1,164			1,211			3,517			3,765
	$	39,808		$	44,103		$	116,373		$	120,281
Amortization of acquired contract liabilities, net:
Aerostructures	$	4,411		$	8,380		$	14,311		$	20,135
Aerospace systems	11,090			5,878			25,021			14,238
	$	15,501		$	14,258		$	39,332		$	34,373
Adjusted EBITDA:
Aerostructures	$	(81,925	)	$	75,800		$	101,015		$	281,651
Aerospace systems	42,136			37,449			132,436			120,560
Aftermarket services	14,824			11,159			40,751			36,281
Corporate	(11,994		)	(8,223		)	(37,898		)	(31,927		)
	$	(36,959	)	$	116,185		$	236,304		$	406,565
Capital expenditures:
Aerostructures	$	15,589		$	33,662		$	53,965		$	132,205
Aerospace systems	8,301			5,714			24,552			15,989
Aftermarket services	1,392			2,728			5,425			10,795
Corporate	814			429			1,228			2,808
	$	26,096		$	42,533		$	85,170		$	161,797

28

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

12.     SEGMENTS (Continued)

	December 31, 2014		March 31, 2014
Total Assets:
Aerostructures	$	4,059,117	$	3,880,645
Aerospace systems	1,476,827		1,255,136
Aftermarket services	377,710		316,643
Corporate	61,419		100,962
	$	5,975,073	$	5,553,386

During the three months ended December 31, 2014 and 2013, the Company had international sales of $183,009 and $160,812, respectively. During the nine months ended December 31, 2014 and 2013, the Company had international sales of $534,641 and $457,049, respectively.

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

The 2021 Notes and the 2022 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 2021 Notes and the 2022 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 Condensed Consolidating Balance Sheets as of December 31, 2014 and March 31, 2014, Condensed Consolidating Statements of Comprehensive Income for the three and nine months ended December 31, 2014 and 2013, and Condensed Consolidating Statements of Cash Flows for the nine months ended December 31, 2014 and 2013.

29

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

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

SUMMARY CONDENSED CONSOLIDATING BALANCE SHEETS:

	December 31, 2014
	Parent		Guarantor  Subsidiaries		Non-Guarantor  Subsidiaries		Eliminations			Consolidated  Total
Current assets:
Cash and cash equivalents	$	621	$	1,414	$	32,146	$	—		$	34,181
Trade and other receivables, net	5,588		163,506		283,233		—			452,327
Inventories	—		1,206,168		82,396		—			1,288,564
Rotable assets	—		30,253		13,572		—			43,825
Deferred income taxes	—		53,442		4		—			53,446
Prepaid expenses and other	7,353		8,504		6,932		—			22,789
Total current assets	13,562		1,463,287		418,283		—			1,895,132
Property and equipment, net	8,919		830,345		143,402					982,666
Goodwill and other intangible assets, net	—		2,809,200		228,336					3,037,536
Other, net	25,081		7,953		26,705					59,739
Intercompany investments and advances	4,334,263		64,554		11,677		(4,410,494		)	—
Total assets	$	4,381,825	$	5,175,339	$	828,403	$	(4,410,494	)	$	5,975,073
Current liabilities:
Current portion of long-term debt	$	19,021	$	21,856	$	—	$	—		$	40,877
Accounts payable	6,187		268,372		33,839		—			308,398
Accrued expenses	26,249		296,903		36,719		—			359,871
Total current liabilities	51,457		587,131		70,558		—			709,146
Long-term debt, less current portion	1,234,609		69,094		98,100					1,401,803
Intercompany advances	810,167		1,827,169		318,348		(2,955,684		)	—
Accrued pension and other postretirement benefits, noncurrent	6,939		403,229		—					410,168
Deferred income taxes and other	8,201		1,080,939		94,364					1,183,504
Total stockholders’ equity	2,270,452		1,207,777		247,033		(1,454,810		)	2,270,452
Total liabilities and stockholders’ equity	$	4,381,825	$	5,175,339	$	828,403	$	(4,410,494	)	$	5,975,073

30

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

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

SUMMARY CONDENSED CONSOLIDATING BALANCE SHEETS:

	March 31, 2014
	Parent		Guarantor  Subsidiaries		Non-Guarantor  Subsidiaries		Eliminations			Consolidated  Total
Current assets:
Cash and cash equivalents	$	2,820	$	1,149	$	25,029	$	—		$	28,998
Trade and other receivables, net	1,591		226,407		289,306		—			517,304
Inventories	—		1,041,719		70,048		—			1,111,767
Rotable assets	—		28,113		13,553		—			41,666
Deferred income taxes	—		57,291		17		—			57,308
Prepaid expenses and other	6,977		13,674		4,246		—			24,897
Total current assets	11,388		1,368,353		402,199		—			1,781,940
Property and equipment, net	9,933		801,560		119,937		—			931,430
Goodwill and other intangible assets, net	—		2,625,121		144,941		—			2,770,062
Other, net	58,536		7,860		3,558		—			69,954
Intercompany investments and advances	4,094,443		84,180		12,333		(4,190,956		)	—
Total assets	$	4,174,300	$	4,887,074	$	682,968	$	(4,190,956	)	$	5,553,386
Current liabilities:
Current portion of long-term debt	$	31,844	$	17,731	$	—	$	—		$	49,575
Accounts payable	1,150		296,968		19,216		—			317,334
Accrued expenses	36,034		212,984		24,272		—			273,290
Total current liabilities	69,028		527,683		43,488		—			640,199
Long-term debt, less current portion	1,279,694		58,714		162,400		—			1,500,808
Intercompany advances	525,216		2,021,330		304,613		(2,851,159		)	—
Accrued pension and other postretirement benefits, noncurrent	6,795		501,716		13		—			508,524
Deferred income taxes and other	9,656		586,174		24,114		—			619,944
Total stockholders’ equity	2,283,911		1,191,457		148,340		(1,339,797		)	2,283,911
Total liabilities and stockholders’ equity	$	4,174,300	$	4,887,074	$	682,968	$	(4,190,956	)	$	5,553,386

31

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

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

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME:

	Three Months Ended December 31, 2014
	Parent			Guarantor  Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations			Consolidated  Total
Net sales	$	—		$	838,709		$	86,585		$	(7,877	)	$	917,417
Operating costs and expenses:
Cost of sales	—			798,245			77,602			(7,877		)	867,970
Selling, general and administrative	10,740			51,240			8,925			—			70,905
Depreciation and amortization	606			34,971			4,231			—			39,808
	11,346			884,456			90,758			(7,877		)	978,683
Operating (loss)	(11,346		)	(45,747		)	(4,173		)	—			(61,266		)
Intercompany interest and charges	(51,017		)	48,546			2,471			—			—
Interest expense and other	15,200			2,356			(3,983		)	—			13,573
Income (loss) before income taxes	24,471			(96,649		)	(2,661		)	—			(74,839		)
Income tax expense (benefit)	1,966			(35,311		)	(1,662		)	—			(35,007		)
Net income (loss)	22,505			(61,338		)	(999		)	—			(39,832		)
Other comprehensive (loss)	(1,311		)	(1,974		)	(16,331		)	—			(19,616		)
Total comprehensive income (loss)	$	21,194		$	(63,312	)	$	(17,330	)	$	—		$	(59,448	)

32

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

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

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME:

	Three Months Ended December 31, 2013
	Parent			Guarantor  Subsidiaries		Non-Guarantor  Subsidiaries			Eliminations			Consolidated  Total
Net sales	$	—		$	860,029	$	56,446		$	(659	)	$	915,816
Operating costs and expenses:
Cost of sales	—			676,668		43,694			(659		)	719,703
Selling, general and administrative	4,915			49,353		6,561			—			60,829
Depreciation and amortization	670			40,755		2,678			—			44,103
Relocation costs	—			4,841		—			—			4,841
Pension settlement charges	1,561			—		—			—			1,561
	7,146			771,617		52,933			(659		)	831,037
Operating (loss) income	(7,146		)	88,412		3,513			—			84,779
Intercompany interest and charges	(54,402		)	52,359		2,043			—			—
Interest expense and other	29,862			1,346		(1,093		)	—			30,115
Income before income taxes	17,394			34,707		2,563			—			54,664
Income tax expense	4,491			14,162		618			—			19,271
Net income	12,903			20,545		1,945			—			35,393
Other comprehensive income (loss)	1,900			75,731		(2,392		)	—			75,239
Total comprehensive income (loss)	$	14,803		$	96,276	$	(447	)	$	—		$	110,632

33

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

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

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME:

	Nine Months Ended December 31, 2014
	Parent			Guarantor  Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations			Consolidated  Total
Net sales	$	—		$	2,590,724		$	233,839		$	(16,119	)	$	2,808,444
Operating costs and expenses:
Cost of sales	—			2,141,533			198,817			(16,119		)	2,324,231
Selling, general and administrative	33,405			146,886			25,093			—			205,384
Depreciation and amortization	1,870			103,545			10,958			—			116,373
Relocation costs	—			3,193			—			—			3,193
Gain on legal settlement, net of expenses	(134,693		)	—			—			—			(134,693		)
	(99,418		)	2,395,157			234,868			(16,119		)	2,514,488
Operating income (loss)	99,418			195,567			(1,029		)	—			293,956
Intercompany interest and charges	(156,650		)	150,218			6,432			—			—
Interest expense and other	71,499			6,900			(7,079		)	—			71,320
Income before income taxes	184,569			38,449			(382		)	—			222,636
Income tax expense (benefit)	53,702			16,059			(2,983		)	—			66,778
Net income	130,867			22,390			2,601			—			155,858
Other comprehensive loss	(1,395		)	(5,473		)	(25,954		)	—			(32,822		)
Total comprehensive income (loss)	$	129,472		$	16,917		$	(23,353	)	$	—		$	123,036

34

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

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

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME:

	Nine Months Ended December 31, 2013
	Parent			Guarantor  Subsidiaries		Non-Guarantor  Subsidiaries			Eliminations			Consolidated  Total
Net sales	$	—		$	2,687,881	$	142,166		$	(3,203	)	$	2,826,844
Operating costs and expenses:
Cost of sales	—			2,081,123		109,572			(3,203		)	2,187,492
Selling, general and administrative	18,406			154,103		18,620			—			191,129
Depreciation and amortization	2,092			111,815		6,374			—			120,281
Relocation costs	7,285			—		—			—			7,285
Pension settlement charges	1,561			—		—			—			1,561
	29,344			2,347,041		134,566			(3,203		)	2,507,748
Operating (loss) income	(29,344		)	340,840		7,600			—			319,096
Intercompany interest and charges	(165,147		)	160,890		4,257			—			—
Interest expense and other	67,814			4,910		(2,578		)	—			70,146
Income before income taxes	67,989			175,040		5,921			—			248,950
Income tax expense	16,024			67,882		1,092			—			84,998
Net income	51,965			107,158		4,829			—			163,952
Other comprehensive income	1,900			77,604		378			—			79,882
Total comprehensive income	$	53,865		$	184,762	$	5,207		$	—		$	243,834

35

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

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

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:

	Nine Months Ended December 31, 2014
	Parent			Guarantor  Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations			Consolidated  Total
Net income	$	130,867		$	22,390		$	2,601		$	—		$	155,858
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities	(229,295		)	338,153			32,114			13,134			154,106
Net cash (used in) provided by operating activities	(98,428		)	360,543			34,715			13,134			309,964
Capital expenditures	(854		)	(70,014		)	(14,302		)	—			(85,170		)
Reimbursed capital expenditures	—			553			—			—			553
Proceeds from sale of assets	—			1,789			78			—			1,867
Acquisitions, net of cash acquired	—			116,044			(77,962		)	—			38,082
Net cash (used in) provided by investing activities	(854		)	48,372			(92,186		)	—			(44,668		)
Net increase in revolving credit facility	17,607			—			—			—			17,607
Proceeds on issuance of debt	300,000			28,912			65,600			—			394,512
Retirements and repayments of debt	(396,477		)	(15,507		)	(129,900		)	—			(541,884		)
Purchase of common stock	(114,634		)	—			—			—			(114,634		)
Payments of deferred financing costs	(5,859		)	—			—			—			(5,859		)
Dividends paid	(6,122		)	—			—			—			(6,122		)
Repayment of governmental grant	—			(3,198		)	—			—			(3,198		)
Repurchase of restricted shares for minimum tax obligation	(673		)	—			—			—			(673		)
Proceeds from exercise of stock options, including excess tax benefit	388			—			—			—			388
Intercompany financing and advances	302,853			(418,857		)	129,138			(13,134		)	—
Net cash provided by (used in) financing activities	97,083			(408,650		)	64,838			(13,134		)	(259,863		)
Effect of exchange rate changes on cash	—			—			(250		)	—			(250		)
Net change in cash and cash equivalents	(2,199		)	265			7,117			—			5,183
Cash and cash equivalents at beginning of period	2,820			1,149			25,029			—			28,998
Cash and cash equivalents at end of period	$	621		$	1,414		$	32,146		$	—		$	34,181

36

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

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

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:

	Nine Months Ended December 31, 2013
	Parent			Guarantor  Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations			Consolidated  Total
Net income	$	51,965		$	107,158		$	4,829		$	—		$	163,952
Adjustments to reconcile net income to net cash provided by (used in) operating activities	23,340			(199,278		)	48,496			(3,166		)	(130,608		)
Net cash provided by (used in) operating activities	75,305			(92,120		)	53,325			(3,166		)	33,344
Capital expenditures	(2,252		)	(151,356		)	(8,189		)	—			(161,797		)
Reimbursed capital expenditures	—			9,086			—			—			9,086
Proceeds from sale of assets	—			11,758			15			—			11,773
Acquisitions, net of cash acquired	—			(6,505		)	(87,951		)	—			(94,456		)
Net cash used in investing activities	(2,252		)	(137,017		)	(96,125		)	—			(235,394		)
Net increase in revolving credit facility	178,460			—			—			—			178,460
Proceeds on issuance of debt	375,000			27,145			33,700			—			435,845
Retirements and repayments of debt	(270,944		)	(22,810		)	(116,415		)	—			(410,169		)
Payments of deferred financing costs	(3,287		)	—			—			—			(3,287		)
Dividends paid	(6,246		)	—			—			—			(6,246		)
Withholding of restricted shares for minimum tax obligation	(2,726		)	—			—			—			(2,726		)
Proceeds from government grant	—			256			—			—			256
Proceeds from exercise of stock options, including excess tax benefit	329			—			—			—			329
Intercompany financing and advances	(343,932		)	223,519			117,247			3,166			—
Net cash (used in) provided by financing activities	(73,346		)	228,110			34,532			3,166			192,462
Effect of exchange rate changes on cash	—			—			2,966			—			2,966
Net change in cash and cash equivalents	(293		)	(1,027		)	(5,302		)	—			(6,622		)
Cash and cash equivalents at beginning of period	3,110			1,537			27,390			—			32,037
Cash and cash equivalents at end of period	$	2,817		$	510		$	22,088		$	—		$	25,415

37

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

14.    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. 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. On December 22, 2010, 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. Eaton appealed, but on November 21, 2013, the Supreme Court of Mississippi, in a unanimous en banc decision, affirmed the lower court’s dismissal. Eaton moved for a rehearing of the Mississippi Supreme Court's affirmance but on March 20, 2014, the Supreme Court denied Eaton's motion for rehearing. Meanwhile, the Company, several subsidiaries, and the employees sued by Eaton pursued claims (including antitrust claims) and counterclaims against Eaton based on the Eaton misconduct that led to the dismissal of Eaton's claims.

On June 18, 2014, the Company announced it had settled all pending litigation involving the Company, its subsidiary the employees and Eaton. As part of the settlement, Eaton agreed to pay the Company $135,300 in cash. During the nine months ended December 31, 2014, the Company received payment representing a gain on legal settlement, net of expense, of $134,693, which is included on the accompanying Condensed Consolidated Statements of Income.

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.

15.    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 $4,841 of expenses related to the relocation during the three months ended December 31, 2013, shown separately on the accompanying Condensed Consolidated Statements of Income. The Company incurred approximately $3,193 and $7,285 of expenses related to the relocation during the nine months ended December 31, 2014 and 2013, respectively, shown separately on the accompanying Condensed Consolidated Statements of Income. The relocation was substantially completed during the fiscal year ended March 31, 2014.

16.    SUBSEQUENT EVENTS\

In February 2015, the Company amended its Credit Facility with its lenders to amend certain terms and covenants.

38

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

14. COMMITMENTS AND CONTINGENCIES (Continued)

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

(The following discussion should be read in conjunction with the Condensed 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.

Effective December 30, 2014, a wholly-owned subsidiary of the Company, Triumph Aerostructures - Tulsa, LLC doing business as Triumph Aerostructures-Vought Aircraft Division-Tulsa, completed the acquisition of the Gulfstream G650 and G280 wing programs located in Tulsa, Oklahoma (the "Tulsa Programs") from Spirit AeroSystems, Inc. The acquisition of the Tulsa Programs establishes the Company as a leader in fully integrated wing design, engineering and production and advances its standing as a strategic Tier One Capable aerostructures supplier. The acquired business will operate as Triumph Aerostructures-Vought Aircraft Division-Tulsa and its results will be included in the Aerostructures Group from the date of acquisition.

Effective October 17, 2014, the Company acquired the ownership of all of the outstanding shares of North American Aircraft Services, Inc. and its affiliates ("NAAS"). The acquired business will operate as Triumph Aviation Services - NAAS Division and be included in the Aftermarket Services Group. NAAS is based in San Antonio, Texas, with fixed-based operator business units throughout the United States as well as international locations and delivers line maintenance and repair, fuel leak detection and fuel bladder cell repair services.

Effective June 27, 2014, the Company acquired the hydraulic actuation business of GE Aviation ("GE"). GE's hydraulic actuation business consists of three facilities located in Yakima, Washington, Cheltenham, England and the Isle of Man and is a technology leader in actuation systems. GE's key product offerings include complete landing gear actuation systems, door actuation, nose-wheel steerings, hydraulic fuses, manifolds flight control actuation and locking mechanisms for the commercial, military and business jet markets. The acquired business will operate as Triumph Actuation Systems-Yakima and Triumph Actuation Systems-UK & IOM and its results are included in Aerospace Systems Group from the date of acquisition.

On June 18, 2014, the Company announced it had settled all pending litigation involving the Company, its subsidiary, certain employees of the Company and its subsidiary and Eaton Corporation and several of its subsidiaries ("Eaton"). As part of the settlement, Eaton agreed to pay the Company $135.3 million in cash. During the six months ended September 30, 2014, the Company received payment representing a gain on legal settlement, net of expense, of $134.7 million, which is included on the Condensed Consolidated Statements of Income.

Highlights for the third quarter of the fiscal year ending March 31, 2015 included:

• Net sales for the third quarter of the fiscal year ending March 31, 2015increased0.2% over the prior year period to $917.4 million.

• Operating loss in the third quarter of fiscal 2015 was $(61.3) million and included a provision for forward losses ($152.0 million) compared to operating income of $84.8 million for the third quarter of fiscal 2014.

• Net loss for the third quarter of fiscal 2015 was $(39.8) million compared to net income of $35.4 million for the third quarter of fiscal 2014.

• Backlog as of December 31, 2014 increased 0.9% year over year to $4.80 billion and includes expected milestone payments on development contracts. Of our existing backlog of $4.80 billion, we estimate that approximately $1.76 billion will not be shipped by September 30, 2015.

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Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

• Net loss for the third quarter of fiscal 2015 was $(0.79) per common share, as compared to $0.67 per diluted share in the prior year period.

• We generated$310.0 million of cash flow from operating activities for the nine months ended December 31, 2014, after $56.0 million in pension contributions, as compared to cash provided by operations of $33.3 million in the prior year period after $45.8 million of pension contributions.

As of December 31, 2014, we have incurred approximately $245.2 million in inventory costs associated with the Bombardier Global 7000/8000 and the Embraer second generation E-Jet programs, for which we have not yet begun to deliver. We expect to incur additional costs related to these programs as they continue to develop.

During the quarter ended December 31, 2014, we recognized a provision for forward losses associated with our long-term contract on the 747-8 program. These forward losses are largely due to changes in future estimated production rates, labor and overhead costs, pension income and expedited delivery charges.

• In December 2014, our customer, The Boeing Company, announced a future production rate reduction for the 747-8 program from 1.5 shipsets per month to 1.3 shipsets per month. This production rate cut will result in additional future disruption and overhead cost absorption across our related production facilities.

• While we have experienced improvements in labor performance metrics on our work associated with the 747-8 program in recent quarters, we have not recovered to the levels previously experienced or as quickly as expected, and no longer believe that we can recover to the level required to avoid future losses. Our increased labor assumptions will also result in increased overhead cost absorption to the 747-8 program.

• In October 2014, the Society of Actuaries released updated mortality tables to reflect recent improvements in longevity. The mortality tables are a key assumption in the valuation of our defined benefit obligations and related net period pension benefit income. These new mortality tables will lower estimated future pension benefit income amounts, thereby negatively impacting our future cost estimates associated with the 747-8 program.

• Although we have made significant improvements on the quality and timeliness of deliveries as compared to the prior year, we continue to incur charges related to expedited delivery and have included estimates for additional costs in the future.

While we have recognized a provision for forward losses during the quarter ended December 31, 2014, there is still risk similar to what we have experienced on the 747-8 program. Particularly, our ability to manage risks related to supplier performance, execution of cost reduction strategies, hiring and retaining skilled production and management personnel, quality and manufacturing execution, program schedule delays and many other risks, will determine the ultimate performance of these programs.

The next twelve months will be a critical time for these programs as we attempt to return to a baseline performance for the recurring cost structure. Recognition of additional forward-losses in the future periods continues to be a risk and will depend upon several factors, including our market forecast, possible airplane program delays, our ability to successfully perform under current design and manufacturing plans, achievement of forecasted cost reductions as we continue production and our ability to successfully resolve claims and assertions with our customers and suppliers.

Since there has been lower-than-expected demand for large commercial passenger and freighter aircraft and there have been fewer 747-8 orders than our customer has anticipated, there is risk that the program does not get extended beyond our current contract. If we are unable to replace this work, with new or similar manufacture content, there is risk of additional costs associated with exiting the facilities where this program is manufactured, such as asset impairment, supplier and lease termination charges, as well as severance and retention payments to employees and contractors, which if not mitigated, could result in additional future charges of up to $75.0 million. This estimate includes approximately $25.0 million of non-cash exposures, but excludes any potential changes in pension benefit obligations.

As disclosed during fiscal 2014, we identified additional program costs during the quarter ended September 30, 2013 of approximately $85.0 million, primarily related to the 747-8 program. At that time, both the current and future production lots were expected to be profitable and not result in loss reserves.

Our union contract with Local 848 of the United Auto Workers with employees at our Dallas and Grand Prairie, Texas, facilities expired in October 2013. The employees are currently working without a contract. If we are unable to negotiate a new contract with that workforce, our operations may be disrupted and we may be prevented from completing production and

40

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

delivery of products from those facilities, which would negatively impact our results. A contingency plan has been developed that would allow production to continue in the event of a strike.

As previously announced by Boeing in September 2013 and then subsequently revised in March 2014 to curtail production by an additional three months, the decision has been made to cease production of the C-17 during calendar year 2015. Major production related to this program is expected to cease by early fiscal 2016.

Effective October 4, 2013, the Company acquired all of the issued and outstanding shares of General Donlee Canada, Inc. ("General Donlee"). General Donlee is based in Toronto, Canada and is a leading manufacturer of precision machined products for the aerospace, nuclear and oil and gas industries. The acquired business now operates as Triumph Gear Systems-Toronto and its results are included in the Aerospace Systems Group from the date of acquisition.

Effective May 6, 2013, the Company acquired four related entities collectively comprising the Primus Composites business ("Primus") from Precision Castparts Corp. The acquired business, which includes two manufacturing facilities in Farnborough, England and Rayong, Thailand, operates as Triumph Structures - Farnborough and Triumph Structures - Thailand and is included in the Aerostructures segment from the date of acquisition. 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. In November 2013, the operations in Farnborough lost its National Aerospace and Defense Contractors Accreditation Program ("NADCAP") certification. This loss in certification has resulted in unanticipated delays in production and deliveries, lower performance impact across the facility and has slowed our planned transition of work to a sister company in Thailand. These items have resulted in approximately $13.9 million of charges related to current and forward losses, as well as inventory writedown during the three months ended December 31, 2014.

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, settlements and early retirement incentives, legal settlements 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.

41

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

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 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:

• Legal settlements may be useful for investors to consider because it reflects gains or losses from disputes with third parties. We do not believe these earnings necessarily reflect the current and ongoing cash earnings related to our operations.

• Curtailments, settlements 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 net income for the indicated periods (in thousands):

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Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

	Three Months Ended December 31,						Nine Months Ended December 31,
	2014			2013			2014			2013
Net (loss) income	$	(39,832	)	$	35,393		$	155,858		$	163,952
Settlements	—			1,561			—			1,561
Gain on legal settlement, net of expenses	—			—			(134,693		)	—
Amortization of acquired contract liabilities, net	(15,501		)	(14,258		)	(39,332		)	(34,373		)
Depreciation and amortization	39,808			44,103			116,373			120,281
Interest expense and other	13,573			30,115			71,320			70,146
Income tax (benefit) expense	(35,007		)	19,271			66,778			84,998
Adjusted EBITDA	$	(36,959	)	$	116,185		$	236,304		$	406,565

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

	Three Months Ended December 31, 2014
	Total			Aerostructures			Aerospace  Systems			Aftermarket  Services		Corporate/ Eliminations
Operating (loss) income	$	(61,266	)	$	(102,461	)	$	41,863		$	12,490	$	(13,158	)
Amortization of acquired contract liabilities, net	(15,501		)	(4,411		)	(11,090		)	—		—
Depreciation and amortization	39,808			24,947			11,363			2,334		1,164
Adjusted EBITDA	$	(36,959	)	$	(81,925	)	$	42,136		$	14,824	$	(11,994	)

	Three Months Ended December 31, 2013
	Total			Aerostructures			Aerospace  Systems			Aftermarket  Services		Corporate/ Eliminations
Operating income	$	84,779		$	53,973		$	32,504		$	9,297	$	(10,995	)
Settlements	1,561			—			—			—		1,561
Amortization of acquired contract liabilities, net	(14,258		)	(8,380		)	(5,878		)	—		—
Depreciation and amortization	44,103			30,207			10,823			1,862		1,211
Adjusted EBITDA	$	116,185		$	75,800		$	37,449		$	11,159	$	(8,223	)

	Nine Months Ended December 31, 2014
	Total			Aerostructures			Aerospace  Systems			Aftermarket  Services		Corporate/ Eliminations
Operating income	$	293,956		$	40,634		$	125,430		$	34,614	$	93,278
Gain on legal settlement, net of expenses	(134,693		)	—			—			—		(134,693		)
Amortization of acquired contract liabilities, net	(39,332		)	(14,311		)	(25,021		)	—		—
Depreciation and amortization	116,373			74,692			32,027			6,137		3,517
Adjusted EBITDA	$	236,304		$	101,015		$	132,436		$	40,751	$	(37,898	)

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Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

	Nine Months Ended December 31, 2013
	Total			Aerostructures			Aerospace  Systems			Aftermarket  Services		Corporate/ Eliminations
Operating income	$	319,096		$	218,784		$	106,887		$	30,678	$	(37,253	)
Settlements	1,561			—			—			—		1,561
Amortization of acquired contract liabilities, net	(34,373		)	(20,135		)	(14,238		)	—		—
Depreciation and amortization	120,281			83,002			27,911			5,603		3,765
Adjusted EBITDA	$	406,565		$	281,651		$	120,560		$	36,281	$	(31,927	)

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 December 31, 2014 compared to three months ended December 31, 2013

	Three Months Ended December 31,
	2014			2013
	(dollars in thousands)
Net sales	$	917,417		$	915,816
Segment operating (loss) income	$	(48,108	)	$	95,774
Corporate expenses	(13,158		)	(10,995		)
Total operating (loss) income	(61,266		)	84,779
Interest expense and other	13,573			30,115
Income tax (benefit) expense	(35,007		)	19,271
Net (loss) income	$	(39,832	)	$	35,393

Net sales increased by $1.6 million, or 0.2%, to $917.4 million for the three months ended December 31, 2014 from $915.8 million for the three months ended December 31, 2013. The acquisitions of GE and NAAS, net of the prior year divestitures, contributed $61.3 million in net sales. Organic sales decreased $59.7 million, or 6.5%, due to production rate reductions by our customers on the C-17, V-22 and Gulfstream programs. Net sales for the three months ended December 31, 2014 included $17.8 million in total non-recurring revenues, as compared to $46.4 million in non-recurring revenues for the three months ended December 31, 2013 (largely related to the 767/Tanker program). The prior year period was negatively impacted by our customers' decreased production rates on existing programs and decreased military sales.

Cost of sales increased to $868.0 million for the three months ended December 31, 2014 from $719.7 million for the three months ended December 31, 2013. Gross margin for the three months ended December 31, 2014 was 5.4%, as compared to 21.4% for the prior year period. The current year period was negatively impacted by a provision for forward losses of $152.0 million on the 747-8 program and $13.9 million in current and forward losses as a result of losing NADCAP certification at one of our facilities, as discussed above. The prior year was impacted by additional program costs on the 747-8 program and disruption and accelerated depreciation associated with the relocation from our Jefferson Street Facilities. Excluding these charges, the comparable gross margins would have been 23.6% and 23.0%, respectively.

Gross margin included net unfavorable cumulative catch-up adjustments on long-term contracts and a provision for forward losses as noted above ($154.3 million). The cumulative catch-up adjustments to gross margin included gross favorable adjustments of $5.3 million and gross unfavorable adjustments of $159.6 million. The cumulative catch-up adjustments for the three months ended December 31, 2014 were due primarily to labor cost growth, partially offset by other minor improvements. The gross margin for the three months ended December 31, 2013 included net unfavorable cumulative catch-up adjustments of $21.3 million.

Segment operating income decreased by $143.9 million to an operating loss of $48.1 million for the three months ended December 31, 2014 from $95.8 million for the three months ended December 31, 2013. The segment operating income

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Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

decreased as a result of the provision for forward losses and gross margin changes noted above and increased research and development costs ($3.8 million), offset by decreased legal fees ($1.1 million) and decreased costs related to the relocation from our Jefferson Street facilities ($4.8 million).

Corporate expenses increased by $2.2 million, or 19.7%, to $13.2 million for the three months ended December 31, 2014 from $11.0 million for the three months ended December 31, 2013. This increase is due to increased due diligence and acquisition-related expenses ($3.8 million).

Interest expense and other decreased by $16.5 million, or 54.9%, to $13.6 million for the three months ended December 31, 2014 compared to $30.1 million for the prior year period. Interest expense and other for the three months ended December 31, 2014 decreased due to recent refinancing efforts, which lowered the Company's overall interest rate, and the prior year period included the redemption of the Senior Subordinated Notes due 2017 (the "2017 Notes"), which included $11.0 million of pre-tax losses associated with the 4% redemption premium, and the write-off of the remaining related unamortized discount and deferred financing fees.

The effective income tax rate for the three months ended December 31, 2014 was a benefit of (46.8)% compared to 35.3% for the three months ended December 31, 2013. For the three months ended December 31, 2014, the income tax benefit was increased to reflect the benefit of $6.0 million from the retroactive reinstatement of the R&D tax credit to January 1, 2014. For the fiscal year ending March 31, 2015, the Company expects its effective tax rate to be approximately 31.9%, inclusive of discrete tax adjustments through December 31, 2014.

Business Segment Performance

We report our financial performance based on the following three reportable segments: the Aerostructures Group, the Aerospace Systems Group and the Aftermarket Services Group. The results of operations among our operating segments vary due to differences in competitors, customers, extent of proprietary deliverables and performance. For example, our Aerostructures segment generally includes long-term sole-source or preferred supplier contracts and the success of these programs provides a strong foundation for our business and positions us well for future growth on new programs and new derivatives. This compares to our Aerospace Systems segment which generally includes proprietary products and/or arrangements where we become the primary source or one of a few primary sources to our customers, where our unique manufacturing capabilities command a higher margin. Also, OEMs are increasingly focusing on assembly activities while outsourcing more manufacturing and repair to third parties, and as a result, are less of a competitive force than in previous years. In contrast, our Aftermarket Services segment provides MRO services on components and accessories manufactured by third parties, with more diverse competition, including airlines, OEMs and other third-party service providers. In addition, variability in the timing and extent of customer requests performed in the Aftermarket Services segment can provide for greater volatility and less predictability in revenue and earnings than that experienced in the Aerostructures and Aerospace Systems segments.

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

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

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

45

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

operations repair and overhaul thrust reversers, nacelle components and flight control surfaces. The segment’s operations also perform repair and overhaul services and supply spare parts for various types of cockpit instruments and gauges for a broad range of commercial airlines on a worldwide basis.

We currently generate a majority of our revenue from clients in the commercial aerospace industry, the military, the business jet industry and the regional airline industry. Our growth and financial results are largely dependent on continued demand for our products and services from clients in these industries. If any of these industries experiences a downturn, our clients in these sectors may conduct less business with us. The following table summarizes our net sales by end market by business segment. The loss of one or more of our major customers or an economic downturn in the commercial airline or the military and defense markets could have a material adverse effect on our business.

	Three Months Ended December 31,
Aerostructures	2014		2013
Commercial aerospace	39.6	%	43.2	%
Military	11.3	%	15.7	%
Business Jets	8.7	%	9.8	%
Regional	0.4	%	0.4	%
Non-aviation	0.8	%	0.4	%
Total Aerostructures net sales	60.8	%	69.5	%
Aerospace Systems
Commercial aerospace	14.9	%	8.4	%
Military	11.4	%	11.3	%
Business Jets	1.1	%	1.0	%
Regional	1.1	%	1.0	%
Non-aviation	2.0	%	1.3	%
Total Aerospace Systems net sales	30.5	%	23.0	%
Aftermarket Services
Commercial aerospace	6.6	%	6.1	%
Military	1.6	%	0.9	%
Regional	0.5	%	0.3	%
Non-aviation	—	%	0.2	%
Total Aftermarket Services net sales	8.7	%	7.5	%
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 reductions in defense spending. 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.

	Three Months Ended December 31,								% of Total Sales
	2014			2013			% Change		2014		2013
	(in thousands)
NET SALES
Aerostructures	$	559,465		$	637,202		(12.2	)%	60.9	%	69.5	%
Aerospace Systems	279,198			211,402			32.1	%	30.4	%	23.1	%
Aftermarket Services	80,690			69,556			16.0	%	8.8	%	7.5	%
Elimination of inter-segment sales	(1,936		)	(2,344		)	(17.4	)%	(0.1	)%	(0.1	)%
Total Net Sales	$	917,417		$	915,816		0.2	%	100.0	%	100.0	%

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Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

	Three Months Ended December 31,								% of Segment Sales
	2014			2013			% Change		2014		2013
	(in thousands)
SEGMENT OPERATING (LOSS) INCOME
Aerostructures	$	(102,461	)	$	53,973		(289.8	)%	(18.3	)%	8.5	%
Aerospace Systems	41,863			32,504			28.8	%	15.0	%	15.4	%
Aftermarket Services	12,490			9,297			34.3	%	15.5	%	13.4	%
Corporate	(13,158		)	(10,995		)	(19.7	)%	n/a		n/a
Total Operating (Loss) Income	$	(61,266	)	$	84,779		(172.3	)%	(6.7	)%	9.3	%

	Three Months Ended December 31,								% of Segment Sales
	2014			2013			% Change		2014		2013
	(in thousands)
Adjusted EBITDA
Aerostructures	$	(81,925	)	$	75,800		(208.1	)%	(14.6	)%	11.9	%
Aerospace Systems	42,136			37,449			12.5	%	15.1	%	17.7	%
Aftermarket Services	14,824			11,159			32.8	%	18.4	%	16.0	%
Corporate	(11,994		)	(8,223		)	(45.9	)%	n/a		n/a
	$	(36,959	)	$	116,185		(131.8	)%	(4.0	)%	12.7	%

Aerostructures: The Aerostructures segment net sales decreased by $77.7 million, or 12.2%, to $559.5 million for the three months ended December 31, 2014 from $637.2 million for the three months ended December 31, 2013. Net sales decreased primarily due to production rate cuts by our customers on the C-17, V-22 and Gulfstream programs. Net sales for the three months ended December 31, 2014 included $17.8 million in total non-recurring revenues, as compared to $46.4 million in total non-recurring revenues for the three months ended December 31, 2013 (largely related to the 767/Tanker program).

Aerostructures segment cost of sales increased by $87.1 million, or 16.5%, to $615.5 million for the three months ended December 31, 2014 from $528.4 million for the three months ended December 31, 2013. The increase in cost of sales resulted from a provision for forward losses of $152.0 million on the 747-8 program and $13.9 million in current and forward losses as a result of losing NADCAP certification at one of our facilities, as discussed above. Excluding the aforementioned forward losses, the cost of sales decreased due to the decrease in net sales noted above. The gross margin for the three months ended December 31, 2014 was 10.0% compared with 17.1% for the three months ended December 31, 2013. The prior year was impacted by additional program costs on the 747-8 program and disruption and accelerated depreciation associated with the relocation from our Jefferson Street Facilities. Excluding these charges, the comparable gross margin would have been 19.5% and 19.1%. The remaining change was due to decreased disruption and accelerated depreciation associated with the relocation from our Jefferson Street facilities ($5.0 million) and improved pension and other postretirement benefit expenses ($5.4 million).

Segment cost of sales for the three months ended December 31, 2014 included net unfavorable cumulative catch-up adjustments and a provision for forward losses as noted above ($154.3 million). The cumulative catch-up adjustments to gross margin included gross favorable adjustments of $5.3 million and gross unfavorable adjustments of $159.6 million. The cumulative catch-up adjustments for the three months ended December 31, 2014 were due primarily to labor cost growth, partially offset by other minor improvements. Segment operating income for the three months ended December 31, 2013 included net unfavorable cumulative catch-up adjustments of $21.3 million

Aerostructures segment operating income decreased from $54.0 million for the three months ended December 31, 2013 to an operating loss of $102.5 million for the three months ended December 31, 2014. Operating income for the three months ended December 31, 2014 was directly affected by the change to the gross margin as discussed above. These same factors contributed to the decrease in Adjusted EBITDA year over year.

47

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

Aerostructures segment operating income as a percentage of segment sales decreased to (18.3)% for the three months ended December 31, 2014 as compared to 8.5% for the three months ended December 31, 2013, due to the decrease in gross margin and other specific variances noted above.

Aerospace Systems: The Aerospace Systems segment net sales increased by $67.8 million, or 32.1%, to $279.2 million for the three months ended December 31, 2014 from $211.4 million for the three months ended December 31, 2013. Organic sales increased $4.1 million, or 1.9%, due to increased OEM sales and the acquisition of GE contributed $63.7 million in net sales.

Aerospace Systems segment cost of sales increased by $55.9 million, or 40.1%, to $195.4 million for the three months ended December 31, 2014 from $139.5 million for the three months ended December 31, 2013. Organic cost of sales increased $4.7 million, or 3.4%, and the acquisition of GE contributed $51.2 million in cost of sales. Organic gross margin for the three months ended December 31, 2014 was 33.1% compared with 34.0% for the three months ended December 31, 2013, due to increased OEM sales, which generate lower average margins.

Aerospace Systems segment operating income increased by $9.4 million, or 28.8%, to $41.9 million for the three months ended December 31, 2014 from $32.5 million for the three months ended December 31, 2013. Operating income increased due to decreased legal fees ($2.2 million) and the acquisition of GE contributed $7.2 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 decreased to 15.0% for the three months ended December 31, 2014 as compared to 15.4% for the three months ended December 31, 2013, due to the decrease in the gross margin as noted above. Adjusted EBITDA margin decreased year-over-year due to increased amortization of acquired contracts ($4.1 million) from the GE acquisition.

Aftermarket Services: The Aftermarket Services segment net sales increased by $11.1 million, or 16.0%, to $80.7 million for the three months ended December 31, 2014 from $69.6 million for the three months ended December 31, 2013. Organic sales increased $5.2 million, or 7.4% due to increased primarily due to increased customer demand and the acquisition of NAAS contributed $5.9 million.

Aftermarket Services segment cost of sales increased by $5.6 million, or 10.6%, to $58.2 million for the three months ended December 31, 2014 from $52.6 million for the three months ended December 31, 2013. Organic cost of sales increased $2.0 million, or 3.7% and NAAS contributed $3.6 million. The organic gross margin for the three months ended December 31, 2014 was 27.0% compared with 24.4% for the three months ended December 31, 2013 due to sales mix.

Aftermarket Services segment operating income increased by $3.2 million, or 34.3%, to $12.5 million for the three months ended December 31, 2014 from $9.3 million for the three months ended December 31, 2013. Operating income increased primarily due to the increase in sales and 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 15.5% for the three months ended December 31, 2014, as compared to 13.4% for the three months ended December 31, 2013 due to increased sales and gross margin. These same factors contributed to the increased in Adjusted EBITDA margin year over year.

Nine months ended December 31, 2014 compared to nine months ended December 31, 2013

	Nine Months Ended December 31,
	2014		2013
	(dollars in thousands)
Net sales	$	2,808,444	$	2,826,844
Segment operating income	$	200,678	$	356,349
Corporate income (expenses)	93,278		(37,253		)
Total operating income	293,956		319,096
Interest expense and other	71,320		70,146
Income tax expense	66,778		84,998
Net income	$	155,858	$	163,952

48

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

Net sales decreased by $18.4 million, or 0.7%, to $2.81 billion for the nine months ended December 31, 2014 from $2.83 billion for the nine months ended December 31, 2013. The fiscal 2015 and fiscal 2014 acquisitions, net of the prior year divestitures, contributed $139.6 million in net sales. Organic sales decreased $158.8 million, or 5.8%, due to production rate reductions by our customers on the 747-8, V-22, Gulfstream and C-17 programs. Net sales for the nine months ended December 31, 2014 included $30.3 million in total non-recurring revenues, as compared to $56.6 million in non-recurring revenues for the nine months ended December 31, 2013 (largely related to the 767/Tanker programs). The prior year period was negatively impacted by our customers' decreased production rates on existing programs and decreased military sales.

Cost of sales increased$136.7 million, or 6.3%, to $2.32 billion for the nine months ended December 31, 2014 from $2.19 billion for the nine months ended December 31, 2013. This increase was due to a provision for forward losses of $152.0 million on the 747-8 program and $13.9 million in current and forward losses as a result of losing NADCAP certification at one of our facilities, as discussed above. Organic gross margin for the nine months ended December 31, 2014 was 18.1%, as compared to 23.0% for the prior year period. The prior year was impacted by additional program costs on the 747-8 program and disruption and accelerated depreciation associated with the relocation from our Jefferson Street Facilities. Excluding these charges, the comparable gross margin would have been 24.5% and 23.5%, respectively.

Gross margin included net unfavorable cumulative catch-up adjustments on long-term contracts and a provision for forward losses as noted above ($158.2 million). The cumulative catch-up adjustments to gross margin included gross favorable adjustments of $4.8 million and gross unfavorable adjustments of $162.9 million. The cumulative catch-up adjustments for the nine months ended December 31, 2014 were due primarily to labor cost growth, partially offset by other minor improvements. As noted above, gross margin for the nine months ended December 31, 2013 included net unfavorable cumulative catch-up adjustments of $37.0 million.

Segment operating income decreased by $155.7 million, or 43.7%, to $200.7 million for the nine months ended December 31, 2014 from $356.3 million for the nine months ended December 31, 2013. The segment operating income decreased as a result of the provision for forward losses and gross margin changes noted above and increased research and development costs ($3.8 million), offset by decreased legal fees ($3.8 million), and decreased costs related to the relocation from our Jefferson Street facilities ($4.1 million).

Corporate income (expenses) increased to $93.3 million for the nine months ended December 31, 2014 from $(37.3) million for the nine months ended December 31, 2013. This increase is due to the legal settlement between the Company and Eaton, a net gain of $134.7 million, partially offset by increased due diligence and acquisition related expenses ($4.7 million).

Interest expense and other increased by $1.2 million, or 1.7%, to $71.3 million for the nine months ended December 31, 2014 compared to $70.1 million for the prior year period. Interest expense and other for the nine months ended December 31, 2014 increased due to the redemption of the 2018 Notes, which included $22.7 million of pre-tax losses associated with the 4.79% redemption premium, and the write-off of the remaining related unamortized discount and deferred financing fees, offset by the prior year period included the redemption of the Senior Subordinated Notes due 2017 (the "2017 Notes"), which included $11.0 million of pre-tax losses associated with the 4% redemption premium, and the write-off of the remaining related unamortized discount and deferred financing fees.

The effective income tax rate for the nine months ended December 31, 2014 was 30.0% compared to 34.1% for the nine months ended December 31, 2013. For the nine months ended December 31, 2014, the income tax provision was reduced to reflect the release of previously reserved for unrecognized tax benefits of $1.1 million, the benefit of $1.9 million from a decrease of the state deferred tax rate and the benefit of $6.0 million from the retroactive reinstatement of the R&D tax credit to January 1, 2014. For the nine months ended December 31, 2013, the income tax provision was reduced to reflect the release of previously reserved for unrecognized tax benefits of $0.7 million and additional research and development tax credit carryforward and NOL carryforward of $2.3 million. For the fiscal year ending March 31, 2015, the Company expects its effective tax rate to be approximately 31.9%, inclusive of discrete tax adjustments through December 31, 2014.

49

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

Business Segment Performance - Nine months ended December 31, 2014 compared to nine months ended December 31, 2013

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.

	Nine Months Ended December 31,
Aerostructures	2014		2013
Commercial aerospace	40.6	%	42.8	%
Military	13.7	%	15.8	%
Business Jets	9.0	%	10.4	%
Regional	0.4	%	0.4	%
Non-aviation	0.4	%	0.6	%
Total Aerostructures net sales	64.1	%	70.0	%
Aerospace Systems
Commercial aerospace	12.8	%	8.2	%
Military	11.0	%	11.1	%
Business Jets	1.4	%	1.0	%
Regional	1.1	%	1.0	%
Non-aviation	1.8	%	1.2	%
Total Aerospace Systems net sales	28.1	%	22.5	%
Aftermarket Services
Commercial aerospace	6.3	%	6.4	%
Military	0.9	%	0.7	%
Regional	0.5	%	0.2	%
Non-aviation	0.1	%	0.2	%
Total Aftermarket Services net sales	7.8	%	7.5	%
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 reductions in defense spending. 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.

	Nine Months Ended December 31,								% of Total Sales
	2014			2013			% Change		2014		2013
	(in thousands)
NET SALES
Aerostructures	$	1,803,400		$	1,979,839		(8.9	)%	64.2	%	70.0	%
Aerospace Systems	787,951			636,411			23.8	%	28.1	%	22.5	%
Aftermarket Services	222,641			216,880			2.7	%	7.9	%	7.7	%
Elimination of inter-segment sales	(5,548		)	(6,286		)	(11.7	)%	(0.2	)%	(0.2	)%
Total Net Sales	$	2,808,444		$	2,826,844		(0.7	)%	100.0	%	100.0	%

50

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

	Nine Months Ended December 31,							% of Segment Sales
	2014		2013			% Change		2014		2013
	(in thousands)
SEGMENT OPERATING INCOME
Aerostructures	$	40,634	$	218,784		(81.4	)%	2.3	%	11.1	%
Aerospace Systems	125,430		106,887			17.3	%	15.9	%	16.8	%
Aftermarket Services	34,614		30,678			12.8	%	15.5	%	14.1	%
Corporate	93,278		(37,253		)	350.4	%	n/a		n/a
Total Operating Income	$	293,956	$	319,096		(7.9	)%	10.5	%	11.3	%

	Nine Months Ended December 31,								% of Segment Sales
	2014			2013			% Change		2014		2013
	(in thousands)
Adjusted EBITDA
Aerostructures	$	101,015		$	281,651		(64.1	)%	5.6	%	14.2	%
Aerospace Systems	132,436			120,560			9.9	%	16.8	%	18.9	%
Aftermarket Services	40,751			36,281			12.3	%	18.3	%	16.7	%
Corporate	(37,898		)	(31,927		)	(18.7	)%	n/a		n/a
	$	236,304		$	406,565		(41.9	)%	8.4	%	14.4	%

Aerostructures: The Aerostructures segment net sales decreased by $176.4 million, or 8.9%, to $1.8 billion for the nine months ended December 31, 2014 from $2.0 billion for the nine months ended December 31, 2013. Sales decreased primarily due to production rate cuts by our customers on the 747-8, V-22, Gulfstream and C-17 programs. Net sales for the nine months ended December 31, 2014 included $30.3 million in total non-recurring revenues, as compared to $56.6 million in total non-recurring revenues for the nine months ended December 31, 2013 (largely related to the 767/Tanker programs).

Aerostructures segment cost of sales increased by $13.5 million, or 0.8%, to $1.6 billion for the nine months ended December 31, 2014 from $1.6 billion for the nine months ended December 31, 2013. The increase in cost of sales resulted from a provision for forward losses of $152.0 million on the 747-8 program and $13.9 million in current and forward losses as a result of losing NADCAP certification at one of our facilities, as discussed above. Excluding the aforementioned forward losses, the cost of sales decreased due to the decrease in net sales noted above. Organic gross margin for the nine months ended December 31, 2014 was 11.1% compared with 19.1% for the nine months ended December 31, 2013. The prior year was impacted by additional program costs on the 747-8 program and disruption and accelerated depreciation associated with the relocation from our Jefferson Street Facilities. Excluding these charges, the comparable gross margin would have been 20.6% and 19.7%, respectively.

Segment cost of sales for the nine months ended December 31, 2014 included net unfavorable cumulative catch-up adjustments and a provision for forward losses of $158.2 million. The gross margin percent decreased during the nine months ended December 31, 2014 as the result of net unfavorable cumulative catch-up adjustments with gross favorable adjustments of $4.8 million and gross unfavorable adjustments of $162.9 million. The cumulative catch-up adjustments for the nine months ended December 31, 2014 were due primarily to labor cost growths, partially offset by other minor improvements. Segment operating income for the nine months ended December 31, 2013 included net unfavorable cumulative catch-up adjustments of $37.0 million as noted above.

Aerostructures segment operating income decreased by $178.2 million, or 81.4%, to $40.6 million for the nine months ended December 31, 2014 from $218.8 million for the nine months ended December 31, 2013. Operating income for the nine months ended December 31, 2014 was directly affected by the decreased sales and the change to the gross margin as discussed above. 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 2.3% for the nine months ended December 31, 2014 as compared to 11.1% for the nine months ended December 31, 2013, due to the decrease in sales and gross margin noted above.

51

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

Aerospace Systems: The Aerospace Systems segment net sales increased by $151.5 million, or 23.8%, to $788.0 million for the nine months ended December 31, 2014 from $636.4 million for the nine months ended December 31, 2013. Organic sales decreased $1.1 million, or 0.2%. The acquisitions of GE and General Donlee contributed $152.6 million in net sales.

Aerospace Systems segment cost of sales increased by $123.0 million, or 29.3%, to $542.3 million for the nine months ended December 31, 2014 from $419.2 million for the nine months ended December 31, 2013. Organic cost of sales decreased $2.1 million, or 0.5%, and the acquisitions of GE and General Donlee contributed $125.1 million in cost of sales. Organic gross margin for the nine months ended December 31, 2014 was 34.5% compared with 34.3% for the nine months ended December 31, 2013.

Aerospace Systems segment operating income increased by $18.5 million, or 17.3%, to $125.4 million for the nine months ended December 31, 2014 from $106.9 million for the nine months ended December 31, 2013. Operating income increased primarily due to the acquisitions of GE and General Donlee ($13.4 million) and improved organic gross margin. These same factors contributed to the increase in Adjusted EBITDA year over year.

Aerospace Systems segment operating income as a percentage of segment sales decreased to 15.9% for the nine months ended December 31, 2014 as compared to 16.8% for the nine months ended December 31, 2013, due to the effects of the acquisitions of GE and General Donlee. These same factors contributed to the decrease in Adjusted EBITDA margin year over year.

Aftermarket Services: The Aftermarket Services segment net sales increased by $5.8 million, or 2.7%, to $222.6 million for the nine months ended December 31, 2014 from $216.9 million for the nine months ended December 31, 2013. Organic sales increased $0.2 million, or 0.1%, and the acquisition of NAAS contributed $6.0 million.

Aftermarket Services segment cost of sales were consistent, $162.3 million, for the nine months ended December 31, 2014 and 2013, respectively. While the organic cost of sales decreased $3.6 million, or 4.0%, the acquisition of NAAS contributed $3.6 million. Organic gross margin for the nine months ended December 31, 2014 was 26.8% compared with 25.2% for the nine months ended December 31, 2013.

Aftermarket Services segment operating income increased by $3.9 million, or 12.8%, to $34.6 million for the nine months ended December 31, 2014 from $30.7 million for the nine months ended December 31, 2013. Organic operating income increased $1.5 million, or 4.3%, and the acquisition of NAAS contributed $2.4 million. Operating income increased due to the improved gross margin. 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 15.5% for the nine months ended December 31, 2014, as compared to 14.1% for the nine months ended December 31, 2013, due to the improved gross margin noted above.

Liquidity and Capital Resources

Our working capital needs are generally funded through cash flows from operations and borrowings under our credit arrangements. During the nine months ended December 31, 2014, we generated approximately $310.0 million of cash flows from operating activities, used approximately $44.7 million in investing activities and used approximately $259.9 million in financing activities.

For the nine months ended December 31, 2014, we had a net cash inflow of $310.0 million from operating activities, an increase of $276.7 million, compared to a net cash inflow of $33.3 million from the nine months ended December 31, 2013. During the nine months ended December 31, 2014, net cash provided by operating activities was primarily due to the cash received from legal settlement ($134.7 million) and an income tax refund ($26.0 million), offset by increased payments on pension and other postretirement benefits, and timing of payments on accounts payable and other accrued expenses.

We continue to invest in inventory for new programs which impacts our cash flows from operating activities. During the nine months ended December 31, 2014, inventory build for capitalized pre-production costs on new programs excluding progress payments, including the Bombardier Global 7000/8000 program and the Embraer E-Jet, were $88.8 million and $29.1 million, respectively. Offsetting this inventory build was a provision for forward losses on our long-term contract on the 747-8 program of $152.0 million. Unliquidated progress payments netted against inventory increased $9.8 million, due to timing of receipts.

Cash flows used in investing activities for the nine months ended December 31, 2014decreased$190.7 million from the nine months ended December 31, 2013. Cash flows used in investing activities for the nine months ended December 31, 2014, included the cash received from the acquisition of Spirit-Tulsa ($160.0 million) and offset by the acquisitions of GE ($60.9

52

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

million) and NAAS ($43.9 million). The nine months ended December 31, 2013 included the acquisitions of General Donlee ($56.6 million) and Primus ($31.3 million) and $63.5 million in capital expenditures associated with our new facilities in Red Oak, Texas.

Cash flows used in financing activities for the nine months ended December 31, 2014 were $260.0 million, compared to cash flows provided by financing activities for the nine months ended December 31, 2013 of $192.5 million. Cash flows used in financing activities for the nine months ended December 31, 2014 included the redemption of the 2018 Notes, settlement of the Convertible Senior Subordinated Notes ("Convertible Notes") redemptions and the purchase of our common stock ($114.6 million), offset by the issuance of the 2022 Notes.

As of December 31, 2014, $752.5 million was available under our revolving credit facility (the “Credit Facility”).  On December 31, 2014, an aggregate amount of approximately $212.0 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.

In November 2014, the Company amended its $225,000 Securitization Facility, increasing the purchase limit from $175,000 to $225,000 and extending the term through November 2017.

In May 2014, the Company amended its existing Credit Facility with its lenders to (i) to increase the maximum amount allowed for the receivable securitization facility (the “Securitization Facility”) and (ii) amend certain other terms and covenants.

In November 2013, the Company amended the Credit Facility with its lenders to (i) provide for a $360.9 million Term Loan with a maturity date of May 14, 2019, (ii) maintain a Revolving Line of Credit under the Credit Facility to $1.0 billion, with a $250.0 million accordion feature, (iii) extend the maturity date of November 19, 2018 and (iv) amend certain other terms and covenants.

At December 31, 2014, there was $98.1 million outstanding under our 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 June 2014, the Company issued the Senior Notes due 2022 (the "2022 Notes") for $300.0 million in principal amount. The 2022 Notes were sold at 100% of principal amount and have an effective yield of 5.25%. Interest on the 2022 Notes is payable semiannually in cash in arrears on June 1 and December 1 of each year. We used the net proceeds to redeem the 2018 Notes and pay related fees and expenses. In connection with the issuance of the 2022 Notes, the Company incurred approximately $5.0 million of costs, which were deferred and are being amortized on the effective interest method over the term of the notes.

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 had an effective interest yield of 8.75%. Interest on the 2018 Notes was 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 amortized on the effective interest method over the term of the notes.

On June 23, 2014, the Company completed the redemption of the 2018 Notes. The principal amount of $350.0 million was redeemed at a price of 104.79% plus accrued and unpaid interest. As a result of the redemption, we recognized a pre-tax loss in the first quarter of fiscal 2015 of $22.6 million, consisting of early termination premium, unamortized discount and deferred financing fees.

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 had an

53

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

effective interest yield of 8.25%. Interest on the 2017 Notes was 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 amortized on the effective interest method over the term of the notes.

On November 15, 2013, the Company completed the redemption of the 2017 Notes. The principal amount of $175.0 million was redeemed at a price of 104% plus accrued and unpaid interest. As a result of the redemption, we recognized a pre-tax loss in the third quarter of fiscal 2014 of $11.1 million, consisting of early termination premium, unamortized discount and deferred financing fees.

In September 2006, the Company issued the Convertible Notes. The Convertible Notes were 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 would have matured on October 1, 2026, unless earlier redeemed, repurchased or converted. The Company was able to 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. The Convertible Notes were 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 23, 2014, the Convertible Notes were eligible for conversion. During the nine months ended December 31, 2014, the Company settled the conversion of $12.8 million in principal value of the Convertible Notes, with the principal and the conversion benefit settled in cash. During the nine months ended December 31, 2013, the Company settled the conversion of $95.7 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 2,272,019 shares.

On May 22, 2014, the Company announced the redemption of the Convertible Notes. The redemption price for the Convertible Notes was equal to the sum of 100% of the principal amount of the Convertible Notes outstanding, plus accrued and unpaid interest on the Convertible Notes up to, but not including, the redemption date of June 23, 2014. The Convertible Notes were able to be converted at the option of the holder.

Capital expenditures were approximately $85.2 million for the nine months ended December 31, 2014. 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 $240.0 million to $260.0 million for our fiscal year ending March 31, 2015, of which $125.0 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 (in thousands)
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Debt principal (1)	$	1,442,680	$	40,877	$	391,045	$	315,358	$	695,400
Debt interest (2)	361,754		68,735		137,545		128,212		27,262
Operating leases	151,140		25,811		44,722		30,945		49,662
Contingent payments	1,000		—		1,000		—		—
Purchase obligations	3,105,848		2,526,196		502,523		76,647		482
Total	$	5,062,422	$	2,661,619	$	1,076,835	$	551,162	$	772,806

(1) Included in the Company’s balance sheet at December 31, 2014.

(2) Includes fixed-rate interest only.

The above table excludes unrecognized tax benefits of $8.4 million as of December 31, 2014 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 and other post retirement obligations. We made contributions to our defined benefit pension plans of $46.3 million and $109.8 million in fiscal 2014 and 2013, respectively. We expect to make

54

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

total pension and postretirement plan contributions of $114.8 million to our benefit plans during fiscal 2015. For the nine months ended December 31, 2014, the Company made pension contributions of $56.0 million versus $45.8 million for the nine months ended December 31, 2013. For the fiscal year ending March 31, 2015, the Company is not required to make minimum contributions to its U.S. defined benefit pension plans under the minimum funding requirements of the Employee Retirement Income Security Act of 1974 and the Pension Protection Act of 2006.

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, while opportunistically buying back shares to return capital to our shareholders. 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 condensed consolidated financial statements that appear in the Annual Report on Form 10-K for the fiscal year ended March 31, 2014. 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, 2014 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, 2014, filed with the SEC in May 2014.

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, 2014. There has been no material change in this information during the period covered by this report.

55

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

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, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our 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 December 31, 2014, 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 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 December 31, 2014.

(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.

56

TRIUMPH GROUP, INC.

Part II. Other Information

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The table below summarizes repurchases of common stock made pursuant to the Company's share repurchase plan during the three months ended December 31, 2014.

Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans	Maximum number of shares that may yet be purchased under the plans
October 1 - 31, 2014	—	$	—	—	3,814,060
November 1 - 30, 2014	—	$	—	—	3,814,060
December 1 - 31, 2014	336,271	$	64.28	2,522,211	3,477,789
Total	336,271	$	64.28	2,522,211	3,477,789

Item 6. Exhibits.

Exhibit 10.1	Third Amendment to Third Amended and Restated Credit Agreement.
Exhibit 31.1	Certification by President and Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).
Exhibit 31.2	Certification by Senior Vice President and Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).
Exhibit 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.
Exhibit 32.2	Certification of Periodic Report by Senior Vice President and Chief Financial Officer 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 December 31, 2014 formatted in XBRL: (i) Condensed Consolidated Balance Sheets as of December 31, 2014 and March 31, 2014; (ii) Condensed Consolidated Statements of Income for the three months and nine months ended December 31, 2014 and 2013; (iii) Condensed Consolidated Statements of Comprehensive Income for the three months and nine months ended December 31, 2014 and 2013; (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2014 and 2013; and (1) Notes to Condensed Consolidated Financial Statements.

57

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

TRIUMPH GROUP, INC.

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		February 6, 2015
Jeffry D. Frisby, President & CEO
	(Principal Executive Officer)
/s/ Jeffrey L. McRae		February 6, 2015
Jeffrey L. McRae, Senior Vice President & CFO
	(Principal Financial Officer)
/s/ Thomas A. Quigley, III		February 6, 2015
Thomas A. Quigley, III, Vice President and Controller
	(Principal Accounting Officer)

58

EXHIBIT INDEX

Exhibit Number	Description
10.1	Third Amendment to Third Amended and Restated Credit Agreement.
31.1	Certification by President and Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).
31.2	Certification by Senior Vice President and Chief Financial Officer 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 Senior Vice President and Chief Financial Officer 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 December 31, 2014 formatted in XBRL: (i) Condensed Consolidated Balance Sheets as of December 31, 2014 and March 31, 2014; (ii) Condensed Consolidated Statements of Income for the three months and nine months ended December 31, 2014 and 2013; (iii) Condensed Consolidated Statements of Comprehensive Income for the three months and nine months ended December 31, 2014 and 2013; (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2014 and 2013; and (v) Notes to Condensed Consolidated Financial Statements.

EX-10.1

EXHIBIT 10.1

THIRD AMENDMENT TO THIRD AMENDED

AND RESTATED CREDIT AGREEMENT

THIS THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated as of February ___, 2015, is made by and among TRIUMPH GROUP, INC., a Delaware corporation ("TGI"), the other BORROWERS party to the Credit Agreement (together with TGI, collectively, the "Borrowers" and each a "Borrower"), the GUARANTORS party to the Credit Agreement (the "Guarantors"), the BANKS party to the Credit Agreement (the "Banks") and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks (the "Administrative Agent") under the Credit Agreement (as hereinafter defined). Capitalized terms used herein and not otherwise defined herein and defined in the Credit Agreement shall have the meanings assigned to them in the Credit Agreement.

RECITALS:

WHEREAS, the Borrowers, the Guarantors, the Banks and the Administrative Agent are parties to that certain Third Amended and Restated Credit Agreement dated as of November 19, 2013 (as heretofore, hereby and hereafter amended, the "Credit Agreement") as amended by that certain First Amendment to Third Amended and Restated Credit Agreement, dated as of May 29, 2014 (the "First Amendment"), and by that certain Second Amendment to Third Amended and Restated Credit Agreement, dated as of August 8, 2014 (the "SecondAmendment");

WHEREAS, the Loan Parties have requested that the Banks make certain modifications to the Credit Agreement, as set forth in more detail herein; and

WHEREAS, the Required Banks have agreed to such modifications, subject to and on the terms and conditions set forth herein.

NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows:

1.Incorporation of Recitals. The foregoing recitals are hereby incorporated herein by reference. The Loan Parties hereby represent and warrant that the recitals are true and accurate statements.

2.Amendments to Credit Agreement.

(a)Section 1.1 [Certain Definitions] is hereby amended by incorporating the following definition in the appropriate alphabetical order, as follows:

"Material Acquisition shall mean a Permitted Acquisition or any other acquisition approved by the Required Lenders, in each case, having an aggregate Consideration of $400,000,000.00 or more."

(b)Section 1.1 [Certain Definitions] is hereby amended by deleting the definition of “Consolidated EBITDA” and replacing it with the following:

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

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

(a)Consolidated Net Income;

(b)Consolidated Non-cash Charges;

(c)Consolidated Interest Expense;

(d)Consolidated Income Tax Expense;

(e)any non-recurring expenses or charges related to any equity offering, investments permitted under Section 8.2.4(v) (but only if such investment is made in a Joint Venture), (vi), (viii) and (x), recapitalization or Indebtedness permitted to be made under this Agreement (whether or not successful);

(f)any non-recurring expenses or charges incurred for such period relating to the transition to the Borrowers' Red Oaks manufacturing facility, such expenses or charges to be limited to $40,000,000.00 in the aggregate for all periods;

(g)with respect only to each four fiscal quarter calculation period which includes the fiscal quarter ended December 31, 2014, the $120,000,000.00 non-cash charge recognized by TGI in connection with Boeing Co.’s 747-8 program which non-cash charge does not fall under the definition of Consolidated Non-cash Charges because it is an accrual of and reserve for cash charged in future periods (the "747 Forward Reserve"); less

(ii)    the sum of:

(a) amount of extraordinary, non-recurring or unusual gains, including gains from asset sales outside the ordinary course of business and gains from settlements, curtailments and termination benefits recognized under ASC 715-30 [Settlements, Curtailments or Termination Benefits], to the extent the same were included in calculating Consolidated Net Income; provided however, that an amount not to exceed $50,000,000.00 in the aggregate relating to the Eaton Settlement shall be included in Consolidated EBITDA for the fiscal quarter ended June 30, 2014 and in each four fiscal quarter calculation period that would include the fiscal quarter ended June 30, 2014;

2

(b) for each fiscal period commencing with the period ending December 31, 2014, the portion of the 747 Forward Reserve referred to in clause (i)(g) of this definition that is released from the balance sheet during such fiscal period as reported in the Borrowers’ Compliance Certificate for such fiscal period delivered pursuant to Section 8.3.3 hereof; and

(c) the amount, if any, included in Consolidated Net Income for such fiscal period determined by TGI to be the amount by which the 747 Forward Reserve set forth in clause (i)(g) of this definition exceeded or will exceed, as the case may be, the actual loss suffered by the Borrowers against the Boeing Co.’s 747-8 program."

(c)The definition of "Daily Euro-Rate" in Section 1.1 [Certain Definitions] is hereby amended by adding the following sentence to the end thereof:

"Notwithstanding the foregoing, if the Daily Euro-Rate as determined by the previous sentence would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement."

(d)The definition of "Euro-Rate" in Section 1.1 [Certain Definitions] is hereby amended by adding subsection (D) at the end thereof, as follows:

"(D)Notwithstanding the foregoing, if the Euro-Rate as determined under any method above would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement."

(e)Section 1.1 [Certain Definitions] is hereby amended by deleting the definition of “Payment Discount Arrangements” and replacing it with the following:

Payment Discount Arrangements shall mean the arrangements described on Schedule 8.2.7 [Receivables Sales] including, without limitation those among the Subsidiaries of TGI and Citibank, N.A. and TGI and General Electric Capital Corporation - Trade Payables Services Division or similar arrangements, provided that in each case the receivables sold under such arrangements shall be sold without recourse (other than recourse in an aggregate amount at any time outstanding not in excess of $10,000,000) to TGI or any of its Subsidiaries.

(f)The first sentence of Section 2.1.2 of the Credit Agreement is hereby amended by deleting the number "$250,000,000" and replacing it with "$350,000,000."

(g)Clause (ii) of Section 8.2.1 [Indebtedness of the Credit Agreement] is hereby amended by deleting the "." at the end of subclause (i) and replacing it with "; and", and adding the following subclause (j) thereafter:

"(j)    Unsecured Indebtedness incurred in anticipation of, or within twelve months after, Permitted Acquisition(s) in an aggregate amount not to exceed an amount equal to the Consideration for such Permitted Acquisition(s) to which such

3

Indebtedness relates less Indebtedness incurred in connection with such Permitted Acquisition(s) described in clause (ii)(b) above, provided that, after giving effect to such Indebtedness permitted by this clause (j), there exists no Potential Default or Event of Default and the Borrowers remain in compliance with the other terms and conditions of this Agreement, including without limitation, on a pro forma basis, Sections 8.2.15, 8.2.16 and 8.2.17."

(h)Section 8.2.16 [Total Leverage Ratio] of the Credit Agreement is hereby amended and restated in its entirety as set forth below:

"8.2.16     Total Leverage Ratio.

The Borrowers shall not at any time permit the Total Leverage Ratio, calculated as of the end of each fiscal quarter, to exceed 4.50 to 1.00, provided however, the Borrowers shall have the right, exercisable not more than one time during the term of this Agreement by giving written notice to the Administrative Agent, to permit Total Leverage Ratio, calculated as of the end of each fiscal quarter, during the twelve month period commencing on the date of a Material Acquisition, to be up to 4.75 to l.00."

3.Representations and Warranties. The Loan Parties hereby represent and warrant and certify to the Administrative Agent and the Banks that after giving effect to this Amendment:

(a)the representations and warranties of the Loan Parties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof with the same force and effect as though made by the Loan Parties on such date, except to the extent that any such representation or warranty expressly relates solely to a previous date;

(b)the Loan Parties are in compliance with all terms, conditions, provisions, and covenants contained in the Credit Agreement and the other Loan Documents;

(c)the execution, delivery, and performance of this Amendment by each Loan Party have been duly authorized by all necessary corporate (or foreign jurisdictional equivalent) action under the laws of its jurisdiction of organization, require no governmental approval or consent from any governmental or non-governmental Person, and will neither contravene, conflict with, nor result in the breach of any law, charter, articles, or certificate of incorporation or organization, bylaws, operating agreement or other material agreement governing or binding upon any of the Loan Parties or any of their property;

(d)no Event of Default or Potential Default has occurred and is continuing or exists;

(e)this Amendment has been duly and validly executed and delivered by each Loan Party and constitutes legal, valid and binding obligations of each Loan Party, enforceable against such Loan Party in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforceability of creditors' rights generally or limiting the right to specific performance;

4

(f)since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent, nothing has occurred which has, or could reasonably result in a Material Adverse Change; and

(g)the organizational documents, incumbency certificates and good standing certificates previously delivered by the Loan Parties to the Administrative Agent remain in full force and effect and have not been modified, amended, or rescinded except to the extent permitted by the Credit Agreement or previously disclosed to the Administrative Agent and the Banks in connection with the First Amendment or Second Amendment.

4.Conditions of Effectiveness of Amendment. This Amendment shall not become effective until the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent:

(a)Execution and Delivery. Each of the Loan Parties and the Required Banks shall have executed and delivered to the Administrative Agent this Amendment.

(b)Fees and Expenses. The Borrowers shall have paid or caused to be paid all fees and expenses for which the Administrative Agent is entitled to be paid or reimbursed, including fees and expenses of counsel.

(c)Consents. The Loan Parties shall have delivered all material consents required to effectuate the transactions contemplated by this Amendment.

(d)Secretary Certificates. Each Loan Party shall deliver a certificate, executed by such Loan Party's' secretary or similar officer, as to any changes to such Loan Party's incumbency certificate from those delivered or referred to in similar certificates most recently delivered to the Agent.

(e)Legal Details. All legal details and proceedings in connection with the transactions contemplated by this Amendment shall be in form and substance satisfactory to the Administrative Agent and counsel for the Administrative Agent, and the Administrative Agent shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance satisfactory to the Administrative Agent and said counsel, as the Administrative Agent or said counsel may reasonably request.

5.Force and Effect. Each of the Loan Parties: (a) reconfirms, restates, and ratifies the Credit Agreement, the Loan Documents and all other documents executed in connection therewith except to the extent any such documents are expressly modified by this Amendment; (b) confirms that all such documents remain in full force and effect since the date of their execution; and (c) acknowledges and agrees that this Amendment is a Loan Document as defined under the Credit Agreement, and a violation of any provision of this Amendment shall constitute an Event of Default under the Credit Agreement.

6.Governing Law. This Amendment shall be deemed to be a contract under the laws of the Commonwealth of Pennsylvania and for all purposes shall be governed by and construed and

5

enforced in accordance with the internal laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles.

7.Counterparts. This Amendment may be signed by telecopy or original in any number of counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[SIGNATURE PAGES FOLLOW]

6

[SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Amendment as of the day and year first above written.

BORROWERS:

TRIUMPH GROUP, INC.

By: /s/ Jeffrey L. McRae

Name:    Jeffrey L. McRae

Title:    SVP, CFO and Treasurer

[SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT]

BORROWERS AND GUARANTORS:

NU-TECH BRANDS, INC.

TRIUMPH BRANDS, INC.

TRIUMPH GROUP ACQUISITION CORP.

By:/s/ Jeffrey L. McRae

Name:    Jeffrey L. McRae

Title:    President and Treasurer

[SIGNATURE PAGE TO THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT]

BORROWERS AND GUARANTORS (Continued):

TRIUMPH STRUCTURES - EAST TEXAS, INC.

TRIUMPH INTEGRATED AIRCRAFT INTERIORS, INC.

TRIUMPH INSULATION SYSTEMS, LLC

TRIUMPH STRUCTURES - LONG ISLAND, LLC

TRIUMPH AEROSPACE SYSTEMS - NEWPORT NEWS, INC.

TRIUMPH ACCESSORY SERVICES - GRAND PRAIRIE, INC.

TRIUMPH FABRICATIONS - FORT WORTH, INC.

TRIUMPH FABRICATIONS - HOT SPRINGS, LLC

TRIUMPH PROCESSING, INC.

TRIUMPH ACTUATION SYSTEMS - VALENCIA, INC.

TRIUMPH ACTUATION SYSTEMS, LLC

TRIUMPH ACTUATION SYSTEMS - CONNECTICUT, LLC

HT PARTS, L.L.C.

TRIUMPH STRUCTURES - KANSAS CITY, INC.

TRIUMPH AEROSPACE SYSTEMS GROUP, LLC

TRIUMPH AFTERMARKET SERVICES GROUP, LLC

TRIUMPH AIRBORNE STRUCTURES, LLC

TRIUMPH AVIATIONS INC.

TRIUMPH FABRICATIONS - SAN DIEGO, INC.

TRIUMPH COMPOSITE SYSTEMS, INC.

TRIUMPH CONTROLS, LLC

TRIUMPH ENGINEERED SOLUTIONS, INC.

TRIUMPH ENGINEERING SERVICES, INC.

TRIUMPH GEAR SYSTEMS, INC.

TRIUMPH GEAR SYSTEMS - Macomb, INC.

TRIUMPH GROUP ACQUISITION HOLDINGS, INC.

TRIUMPH STRUCTURES - LOS ANGELES, INC.

TRIUMPH THERMAL SYSTEMS, LLC

TRIUMPH TURBINE SERVICES, INC.

TRIUMPH STRUCTURES - WICHITA, INC.

TRIUMPH INTERIORS, LLC

TRIUMPH FABRICATIONS - ORANGEBURG, INC. (F/K/A TRIUMPH FABRICATIONS - ST. LOUIS, INC.)

VAC INDUSTRIES, INC.

TRIUMPH STRUCTURES - EVERETT, INC.

TRIUMPH AEROSTRUCTURES, LLC

TRIUMPH AEROSTRUCTURES HOLDINGS, LLC

TRIUMPH PROCESSING - EMBEE DIVISION, INC.

TRIUMPH AEROSTRUCTURES REAL ESTATE INVESTMENT CO., LLC

TRIUMPH ENGINE CONTROL HOLDINGS, INC.

TRIUMPH ENGINE CONTROL SYSTEMS, LLC

TRIUMPH INVESTMENT HOLDINGS, INC.

By:/s/ Jeffrey L. McRae

Name: Jeffrey L. McRae

Title: Vice President & Treasurer

THE TRIUMPH GROUP OPERATIONS, INC.

By:/s/ Jeffrey L. McRae

Name: Jeffrey L. McRae

Title: SVP, CFO and Treasurer

[SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT]

PNC BANK, NATIONAL ASSOCIATION, individually and as Administrative Agent

By:/s/ Daniel V Borelli

Name:    Daniel V Borelli

Title:    Vice President

[SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT]

JPMORGAN CHASE BANK, N.A.

By:/s/ Deborah R Winkler

Name:    Deborah R. Winkler

Title:    Vice President

[SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT]

ROYAL BANK OF CANADA

By:/s/ Ben Thomas

Name:    Ben Thomas

Title:    Authorized Signatory

[SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT]

CITIZENS BANK OF PENNSYLVANIA

By:/s/ Leslie Broderick

Name:    Leslie Broderick

Title:    Senior Vice President

[SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT]

SANTANDER BANK, N.A.

By:/s/ Francis D. Phillips

Name:    Francis D. Phillips

Title:    Senior Vice President

[SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT]

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

By:/s/ Maria Iarriccio

Name:    Maria Iarriccio

Title:    Director

[SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT]

U.S. BANK NATIONAL ASSOCIATION

By:/s/ Michael E. Temnick

Name:    Michael E. Temnick

Title:    Vice President

[SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT]

TD BANK, N.A.

By:/s/ Bernadette Collins

Name:    Bernadette Collins

Title:    Senior Vice President

[SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT]

MANUFACTURERS AND TRADERS TRUST COMPANY

By:/s/ Derek Lynch

Name:    Derek Lynch

Title:    Vice President

[SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT]

BRANCH BANKING AND TRUST COMPANY

By:/s/ Steven Thompson Jr

Name:    Steven Thompson Jr

Title:    Banking Officer

[SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT]

THE HUNTINGTON NATIONAL BANK

By:/s/ Michael Kiss

Name:    Michael Kiss

Title:    Vice President

[SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT]

NATIONAL PENN BANK

By:/s/ Raegen Richard

Name:    Raegen Richard

Title:    Vice President

[SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT]

THE NORTHERN TRUST COMPANY

By:/s/ Daniel J. Boote

Name:    Daniel J. Boote

Title:    Senior Vice President

[SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT]

UBS AG, STAMFORD BRANCH

By:/s/ Darlene Arias

Name:    Darlene Arias

Title:    Director

By:/s/ Craig Pearson

Name:    Craig Pearson

Title:    Associate Director

[SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT]

FIRST NIAGARA BANK, N.A.

By:/s/ Carl Goelz

Name:    Carl Goelz

Title:    First Vice President

[SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT]

FIRST COMMONWEALTH BANK

By:/s Douglas Isako

Name:    Douglas Isako

Title:    Senior Vice President

[SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT]

HUA NAN COMMERCIAL BANK, LTD.

By:

Name:    

Title:    

[SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT]

MEGA INTERNATIONAL COMMERCIAL BANK CO. LTD. LOS ANGELES BRANCH

By:

Name:    

Title:    

[SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT]

TAIWAN COOPERATIVE BANK LOS ANGELES BRANCH

By:/s/ Lily Wang

Name:    Lily Wang

Title:    Assistant General Manager

[SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT]

METRO BANK

By:/s/ James M. Kingston

Name:    James M. Kingston

Title:    Commercial Loan Officer

[SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT]

REPUBLIC FIRST BANK

By:/s/ Stephen McWilliams

Name:    Stephen McWilliams

Title:    Senior Vice President

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:      February 6, 2015

/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, Jeffrey L. McRae, 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:     February 6, 2015

/s/ Jeffrey L. McRae

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

Jeffrey L. McRae

Senior Vice President and 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 December 31, 2014, 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)

February 6, 2015

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 December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey L. McRae, Senior Vice President and Chief Financial 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/ Jeffrey L. McRae

Jeffrey L. McRae

Senior Vice President and Chief Financial Officer (Principal Financial Officer)

February 6, 2015

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.

XML

Supplemental Cash Flow Information (Details 4) (USD $) In Thousands, except Share data, unless otherwise specified	9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Business Acquisition [Line Items]
Income taxes paid, net of refunds received	$ 23,666	$ 2,329
Cash paid for interest	76,188	60,202
Capital Lease Obligations Incurred	28,860	27,145
Convertible senior subordinated notes
Business Acquisition [Line Items]
Shares issued in connection with certain redemptions (in shares)		2,272,019
Capital Lease Obligations [Member]
Business Acquisition [Line Items]
Capital Lease Obligations Incurred	$ 52	$ 36

XML

SEGMENTS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Mar. 31, 2014
Financial information of reportable segment and the reconciliation of EBITDA to operating income
Gain (Loss) Related to Litigation Settlement	$ 0	$ 0	$ 134,693	$ 0
Net sales	917,417	915,816	2,808,444	2,826,844
Operating income (loss)	(61,266)	84,779	293,956	319,096
Interest expense and other	13,573	30,115	71,320	70,146
Income from continuing operations before income taxes	(74,839)	54,664	222,636	248,950
Depreciation and amortization	39,808	44,103	116,373	120,281
Amortization of Acquired Contract Liabilities	15,501	14,258	39,332	34,373
EBITDA	(36,959)	116,185	236,304	406,565
Capital expenditures	26,096	42,533	85,170	161,797
Total assets	5,975,073		5,975,073		5,553,386
Revenues	183,009	160,812	534,641	457,049
Aerostructures
Financial information of reportable segment and the reconciliation of EBITDA to operating income
Net sales	559,465	637,202	1,803,400	1,979,839
Operating income (loss)	(102,461)	53,973	40,634	218,784
Depreciation and amortization	24,947	30,207	74,692	83,002
Amortization of Acquired Contract Liabilities	4,411	8,380	14,311	20,135
EBITDA	(81,925)	75,800	101,015	281,651
Capital expenditures	15,589	33,662	53,965	132,205
Total assets	4,059,117		4,059,117		3,880,645
Aerospace Systems
Financial information of reportable segment and the reconciliation of EBITDA to operating income
Net sales	279,198	211,402	787,951	636,411
Operating income (loss)	41,863	32,504	125,430	106,887
Depreciation and amortization	11,363	10,823	32,027	27,911
Amortization of Acquired Contract Liabilities	11,090	5,878	25,021	14,238
EBITDA	42,136	37,449	132,436	120,560
Capital expenditures	8,301	5,714	24,552	15,989
Total assets	1,476,827		1,476,827		1,255,136
Aftermarket Services
Financial information of reportable segment and the reconciliation of EBITDA to operating income
Net sales	80,690	69,556	222,641	216,880
Operating income (loss)	12,490	9,297	34,614	30,678
Depreciation and amortization	2,334	1,862	6,137	5,603
EBITDA	14,824	11,159	40,751	36,281
Capital expenditures	1,392	2,728	5,425	10,795
Total assets	377,710		377,710		316,643
Elimination of inter-segment sales
Financial information of reportable segment and the reconciliation of EBITDA to operating income
Net sales	(1,936)	(2,344)	(5,548)	(6,286)
Corporate
Financial information of reportable segment and the reconciliation of EBITDA to operating income
Operating income (loss)	(13,158)	(10,995)	93,278	(37,253)
Depreciation and amortization	1,164	1,211	3,517	3,765
EBITDA	(11,994)	(8,223)	(37,898)	(31,927)
Capital expenditures	814	429	1,228	2,808
Total assets	$ 61,419		$ 61,419		$ 100,962

XML

LONG-TERM DEBT (Details 3) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended		3 Months Ended	12 Months Ended	3 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Sep. 30, 2012	Mar. 31, 2012	Jun. 30, 2012	Mar. 31, 2014	Sep. 30, 2014	Sep. 18, 2006
Long-term debt
Capital lease obligations entered into to finance capital additions			$ 28,860	$ 27,145
Payments of Financing Costs			5,859	3,287
Additional number of shares included in diluted earning per share calculation (in shares)	0	526,000	57,000	983,000
Long-term debt	1,442,680		1,442,680					1,550,383
Revolving credit facility
Long-term debt
Line of Credit Facility, Maximum Borrowing Capacity	1,000,000		1,000,000
Line of Credit Facility, Accordion Feature	250,000		250,000
Payments of Financing Costs		2,795
Long-term debt	212,013		212,013					194,406
Secured Debt [Member]
Long-term debt
Derivative Asset, Fair Value, Gross Liability	141		141					2,426
Long-term debt	360,938		360,938					375,000
Asset-backed Securities [Member]
Long-term debt
Line of Credit Facility, Maximum Borrowing Capacity	225,000		225,000						175,000
Payments of Financing Costs	252
Long-term debt	98,100		98,100					162,400
Equipment leasing facility and other capital leases
Long-term debt
Capital lease obligations entered into to finance capital additions			52	36
Long-term debt	88,651		88,651					74,342
Senior subordinated notes due 2017
Long-term debt
Debt instrument principal amount	175,000		175,000
Debt instrument interest rate stated percentage (as a percent)	8.00%		8.00%
Proceeds from loan, percentage of principal (as a percent)					98.56%
Payments of Financing Costs						4,390
Percentage of principal amount at which the entity may redeem the note before November 15, 2014 (as a percent)	104.00%
Gains (Losses) on Extinguishment of Debt		11,069
Effective interest yield on principal amount (as a percent)	8.25%		8.25%
Senior notes due 2018
Long-term debt
Debt instrument principal amount	350,000		350,000
Debt instrument interest rate stated percentage (as a percent)	8.63%		8.63%
Proceeds from loan, percentage of principal (as a percent)							99.27%
Payments of Financing Costs							7,307
Percentage of principal amount at which the entity may redeem the note before November 15, 2014 (as a percent)	104.79%
Gains (Losses) on Extinguishment of Debt		22,615
Effective interest yield on principal amount (as a percent)	8.75%		8.75%
Long-term debt	0		0					348,423
Senior notes due 2021 [Member]
Long-term debt
Debt instrument principal amount								375,000
Debt instrument interest rate stated percentage (as a percent)								4.875%
Proceeds from loan, percentage of principal (as a percent)	100.00%
Payments of Financing Costs								6,327
Debt Instrument, Redemption with Net Proceeds from Equity Offerings as Percentage of Original Principal	35.00%
Effective interest yield on principal amount (as a percent)								4.875%
Debt Instrument, Repurchase Obligation Due to Change of Control, Percentage of Original Principal	101.00%
Asset sales redemption price, percentage of principal (as a percent)	100.00%
The limit of the principal amount of the debt instrument which the entity may redeem (as a percent)	104.875%
Long-term debt	375,000		375,000					375,000
Senior Notes Due 2022 [Member]
Long-term debt
Debt instrument principal amount								300,000
Debt instrument interest rate stated percentage (as a percent)								5.25%
Proceeds from loan, percentage of principal (as a percent)	100.00%
Payments of Financing Costs								4,990
Debt Instrument, Redemption with Net Proceeds from Equity Offerings as Percentage of Original Principal	35.00%
Effective interest yield on principal amount (as a percent)								5.25%
Debt Instrument, Repurchase Obligation Due to Change of Control, Percentage of Original Principal	101.00%
Asset sales redemption price, percentage of principal (as a percent)	100.00%
The limit of the principal amount of the debt instrument which the entity may redeem (as a percent)	105.25%
Long-term debt	300,000		300,000					0
Convertible senior subordinated notes
Long-term debt
Debt instrument principal amount										201,250
Contingent interest rate per annum calculated on the average trading price for the relevant five day trading period (as a percent)	0.25%
Trading period used to determine payment of contingent interest (in days)			5
Extinguishment of Debt, Amount				95,732
Debt Instrument, Repurchase Option Percentage of Original Principal	100.00%
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%
Debt instrument fixed interest rate (as a percent)										2.625%
Number of common stock shares per $1,000 principal amount of the convertible notes (in shares)	36.8679
Principal amount of notes which are convertible into 36.731 shares of common stock	1		1
Conversion price (in dollars per share)	$ 27.12		$ 27.12
Stock Issued During Period, Shares, Conversion of Convertible Securities				2,272,019
Average price of common stock (in dollars per share)			$ 66.71	$ 75.69
Additional number of shares included in diluted earning per share calculation (in shares)			56,692	982,600
Long-term debt	0		0					12,834
Notes Payable, Other Payables [Member]
Long-term debt
Long-term debt	7,978		7,978					7,978
Debt Conversion, Redeemer [Member] | Convertible senior subordinated notes
Long-term debt
Extinguishment of Debt, Amount			12,834
Reported Value Measurement [Member]
Long-term debt
Long-term debt	1,442,680		1,442,680					1,550,383
Estimate of Fair Value Measurement [Member]
Long-term debt
Long-term debt	$ 1,434,621		$ 1,434,621					$ 1,580,447

XML

SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Mar. 31, 2013
Current assets:
Cash and cash equivalents	$ 34,181	$ 28,998	$ 25,415	$ 25,415	$ 32,037
Trade and other receivables, net	452,327	517,304
Inventories	1,288,564	1,111,767
Rotable assets	43,825	41,666
Deferred income taxes	53,446	57,308
Prepaid expenses and other	22,789	24,897
Total current assets	1,895,132	1,781,940
Property and equipment, net	982,666	931,430
Goodwill and other intangible assets, net	3,037,536	2,770,062
Other, net	59,739	69,954
Intercompany investments and advances	0	0
Total assets	5,975,073	5,553,386
Current liabilities:
Current portion of long-term debt	40,877	49,575
Accounts payable	308,398	317,334
Accrued expenses	359,871	273,290
Total current liabilities	709,146	640,199
Long-term debt, less current portion	1,401,803	1,500,808
Intercompany debt	0	0
Accrued pension and other postretirement benefits, noncurrent	410,168	508,524
Deferred income taxes and other	1,183,504	619,944
Total stockholders' equity	2,270,452	2,283,911
Total liabilities and stockholders' equity	5,975,073	5,553,386
Parent
Current assets:
Cash and cash equivalents	621	2,820		2,817	3,110
Trade and other receivables, net	5,588	1,591
Inventories	0	0
Rotable assets	0	0
Deferred income taxes	0	0
Prepaid expenses and other	7,353	6,977
Total current assets	13,562	11,388
Property and equipment, net	8,919	9,933
Goodwill and other intangible assets, net	0	0
Other, net	25,081	58,536
Intercompany investments and advances	4,334,263	4,094,443
Total assets	4,381,825	4,174,300
Current liabilities:
Current portion of long-term debt	19,021	31,844
Accounts payable	6,187	1,150
Accrued expenses	26,249	36,034
Total current liabilities	51,457	69,028
Long-term debt, less current portion	1,234,609	1,279,694
Intercompany debt	810,167	525,216
Accrued pension and other postretirement benefits, noncurrent	6,939	6,795
Deferred income taxes and other	8,201	9,656
Total stockholders' equity	2,270,452	2,283,911
Total liabilities and stockholders' equity	4,381,825	4,174,300
Guarantors Subsidiaries
Current assets:
Cash and cash equivalents	1,414	1,149		510	1,537
Trade and other receivables, net	163,506	226,407
Inventories	1,206,168	1,041,719
Rotable assets	30,253	28,113
Deferred income taxes	53,442	57,291
Prepaid expenses and other	8,504	13,674
Total current assets	1,463,287	1,368,353
Property and equipment, net	830,345	801,560
Goodwill and other intangible assets, net	2,809,200	2,625,121
Other, net	7,953	7,860
Intercompany investments and advances	64,554	84,180
Total assets	5,175,339	4,887,074
Current liabilities:
Current portion of long-term debt	21,856	17,731
Accounts payable	268,372	296,968
Accrued expenses	296,903	212,984
Total current liabilities	587,131	527,683
Long-term debt, less current portion	69,094	58,714
Intercompany debt	1,827,169	2,021,330
Accrued pension and other postretirement benefits, noncurrent	403,229	501,716
Deferred income taxes and other	1,080,939	586,174
Total stockholders' equity	1,207,777	1,191,457
Total liabilities and stockholders' equity	5,175,339	4,887,074
Non-Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	32,146	25,029		22,088	27,390
Trade and other receivables, net	283,233	289,306
Inventories	82,396	70,048
Rotable assets	13,572	13,553
Deferred income taxes	4	17
Prepaid expenses and other	6,932	4,246
Total current assets	418,283	402,199
Property and equipment, net	143,402	119,937
Goodwill and other intangible assets, net	228,336	144,941
Other, net	26,705	3,558
Intercompany investments and advances	11,677	12,333
Total assets	828,403	682,968
Current liabilities:
Current portion of long-term debt	0	0
Accounts payable	33,839	19,216
Accrued expenses	36,719	24,272
Total current liabilities	70,558	43,488
Long-term debt, less current portion	98,100	162,400
Intercompany debt	318,348	304,613
Accrued pension and other postretirement benefits, noncurrent	0	13
Deferred income taxes and other	94,364	24,114
Total stockholders' equity	247,033	148,340
Total liabilities and stockholders' equity	828,403	682,968
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
Total current assets	0	0
Property and equipment, net		0
Goodwill and other intangible assets, net		0
Other, net		0
Intercompany investments and advances	(4,410,494)	(4,190,956)
Total assets	(4,410,494)	(4,190,956)
Current liabilities:
Current portion of long-term debt	0	0
Accounts payable	0	0
Accrued expenses	0	0
Total current liabilities	0	0
Long-term debt, less current portion		0
Intercompany debt	(2,955,684)	(2,851,159)
Accrued pension and other postretirement benefits, noncurrent		0
Deferred income taxes and other		0
Total stockholders' equity	(1,454,810)	(1,339,797)
Total liabilities and stockholders' equity	$ (4,410,494)	$ (4,190,956)

XML

LONG-TERM DEBT, BY TYPE (Details) (USD $) In Thousands, except Share data, unless otherwise specified	9 Months Ended		3 Months Ended			12 Months Ended	3 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2013	Dec. 31, 2014	Sep. 30, 2012	Mar. 31, 2012	Jun. 30, 2012	Mar. 31, 2014	Sep. 30, 2014	Sep. 18, 2006
Long-term debt
Long-term debt	$ 1,442,680			$ 1,442,680				$ 1,550,383
Less current portion	40,877			40,877				49,575
Long-term Debt and Capital Lease Obligations	1,401,803			1,401,803				1,500,808
Payments of Financing Costs	5,859	3,287
Revolving credit facility
Long-term debt
Line of Credit Facility, Maximum Borrowing Capacity	1,000,000			1,000,000
Long-term debt	212,013			212,013				194,406
Payments of Financing Costs			2,795
Asset-backed Securities [Member]
Long-term debt
Line of Credit Facility, Maximum Borrowing Capacity	225,000			225,000					175,000
Long-term debt	98,100			98,100				162,400
Payments of Financing Costs				252
Capital Lease Obligations [Member]
Long-term debt
Long-term debt	88,651			88,651				74,342
Term loan credit agreement
Long-term debt
Long-term debt	360,938			360,938				375,000
Long-term Debt and Capital Lease Obligations		375,000	375,000
Senior subordinated notes due 2017
Long-term debt
Debt Instrument, Interest Rate, Effective Percentage	8.25%			8.25%
Debt Instrument, Face Amount	175,000			175,000
Debt Instrument, Future Redemption Price as Percentage of Original Principal in Fifth Year				104.00%
Gains (Losses) on Extinguishment of Debt			(11,069)
Debt Instrument, Interest Rate, Stated Percentage	8.00%			8.00%
Proceeds from Debt Instrument Percentage of Original Principal					98.56%
Payments of Financing Costs						4,390
Senior notes due 2018
Long-term debt
Long-term debt	0			0				348,423
Debt Instrument, Interest Rate, Effective Percentage	8.75%			8.75%
Debt Instrument, Face Amount	350,000			350,000
Debt Instrument, Future Redemption Price as Percentage of Original Principal in Fifth Year				104.79%
Gains (Losses) on Extinguishment of Debt			(22,615)
Debt Instrument, Interest Rate, Stated Percentage	8.63%			8.63%
Proceeds from Debt Instrument Percentage of Original Principal							99.27%
Payments of Financing Costs							7,307
Senior notes due 2021 [Member]
Long-term debt
Long-term debt	375,000			375,000				375,000
Debt Instrument, Interest Rate, Effective Percentage								4.875%
Debt Instrument, Face Amount								375,000
Debt Instrument, Interest Rate, Stated Percentage								4.875%
Proceeds from Debt Instrument Percentage of Original Principal				100.00%
Payments of Financing Costs								6,327
Debt Instrument, Redemption with Net Proceeds from Equity Offerings as Percentage of Original Principal				35.00%
Debt Instrument Redemption Price With Net Proceeds From Equity Offerings As Percentage Of Original Principal				104.875%
Debt Instrument, Repurchase Obligation Due to Change of Control, Percentage of Original Principal				101.00%
Debt Instrument, Repurchase Obligation Due to Certain Asset Sales Percentage of Original Principal				100.00%
Senior Notes Due 2022 [Member]
Long-term debt
Long-term debt	300,000			300,000				0
Debt Instrument, Interest Rate, Effective Percentage								5.25%
Debt Instrument, Face Amount								300,000
Debt Instrument, Interest Rate, Stated Percentage								5.25%
Proceeds from Debt Instrument Percentage of Original Principal				100.00%
Payments of Financing Costs								4,990
Debt Instrument, Redemption with Net Proceeds from Equity Offerings as Percentage of Original Principal				35.00%
Debt Instrument Redemption Price With Net Proceeds From Equity Offerings As Percentage Of Original Principal				105.25%
Debt Instrument, Repurchase Obligation Due to Change of Control, Percentage of Original Principal				101.00%
Debt Instrument, Repurchase Obligation Due to Certain Asset Sales Percentage of Original Principal				100.00%
Convertible senior subordinated notes
Long-term debt
Long-term debt	0			0				12,834
Debt Instrument, Face Amount										201,250
Debt Instrument, Repurchase Requirement Percentage of Original Principal				100.00%
Debt Instrument, Convertible, Conversion Ratio				36.8679
Stock Issued During Period, Shares, Conversion of Convertible Securities		2,272,019
Extinguishment of Debt, Amount		95,732
Notes Payable, Other Payables [Member]
Long-term debt
Long-term debt	$ 7,978			$ 7,978				$ 7,978

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STOCKHOLDERS' EQUITY STOCKHOLDERS' EQUITY (Tables)

9 Months Ended

Dec. 31, 2014

Dec. 31, 2013

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

Comprehensive Income (Loss) Note [Text Block]

	Currency Translation Adjustment			Unrealized Gains and Losses on Derivative Instruments			Defined Benefit Pension Plans and Other Postretirement Benefits					Total (1)
Balance September 30, 2014	$	(9,425	)	$	979		$	(23,668	)			$	(32,114	)
AOCI before reclassifications	(16,331		)	(1,732		)	—					(18,063		)
Amounts reclassified from AOCI	—			(20		)	(1,533		)	(2	)	(1,553		)
Net current period AOCI	(16,331		)	(1,752		)	(1,533		)			(19,616		)
Balance December 31, 2014	$	(25,756	)	$	(773	)	$	(25,201	)			$	(51,730	)

Changes in accumulated other comprehensive income (loss) ("AOCI") by component for the three and nine months ended December 31, 2014 and 2013, respectively, were as follows:

	Currency Translation Adjustment			Unrealized Gains and Losses on Derivative Instruments			Defined Benefit Pension Plans and Other Postretirement Benefits					Total (1)
Balance September 30, 2014	$	(9,425	)	$	979		$	(23,668	)			$	(32,114	)
AOCI before reclassifications	(16,331		)	(1,732		)	—					(18,063		)
Amounts reclassified from AOCI	—			(20		)	(1,533		)	(2	)	(1,553		)
Net current period AOCI	(16,331		)	(1,752		)	(1,533		)			(19,616		)
Balance December 31, 2014	$	(25,756	)	$	(773	)	$	(25,201	)			$	(51,730	)

Balance September 30, 2013	$	6,283		$	(140	)	$	(62,472	)			$	(56,329	)
AOCI before reclassifications	(2,392		)	1,961			74,601					74,170
Amounts reclassified from AOCI	—			(3		)	1,072			(2	)	1,069
Net current period AOCI	(2,392		)	1,958			75,673					75,239
Balance December 31, 2013	$	3,891		$	1,818		$	13,201				$	18,910

Balance March 31, 2014	$	198		$	1,496		$	(20,602	)			$	(18,908	)
AOCI before reclassifications	(25,954		)	(2,182		)	—					(28,136		)
Amounts reclassified from AOCI	—			(87		)	(4,599		)	(2	)	(4,686		)
Net current period AOCI	(25,954		)	(2,269		)	(4,599		)			(32,822		)
Balance December 31, 2014	$	(25,756	)	$	(773	)	$	(25,201	)			$	(51,730	)

Balance September 30, 2013	$	6,283		$	(140	)	$	(62,472	)			$	(56,329	)
AOCI before reclassifications	(2,392		)	1,961			74,601					74,170
Amounts reclassified from AOCI	—			(3		)	1,072			(2	)	1,069
Net current period AOCI	(2,392		)	1,958			75,673					75,239
Balance December 31, 2013	$	3,891		$	1,818		$	13,201				$	18,910

Balance March 31, 2013	$	3,513	$	131		$	(64,616	)			$	(60,972	)
AOCI before reclassifications	378		1,726			74,601					76,705
Amounts reclassified from AOCI	—		(39		)	3,216			(2	)	3,177
Net current period AOCI	378		1,687			77,817					79,882
Balance December 31, 2013	$	3,891	$	1,818		$	13,201				$	18,910

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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			9 Months Ended
	Dec. 31, 2014	Mar. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
Consolidating Financial Statements, Captions
Net sales	$ 917,417		$ 915,816	$ 2,808,444	$ 2,826,844
Net Income (Loss) Attributable to Parent	(39,832)		35,393	155,858	163,952
Adjustments to reconcile net income to net cash (used in) provided by operating activities				154,106	(130,608)
Net cash (used in) provided by operating activities				309,964	33,344
Capital expenditures	(26,096)		(42,533)	(85,170)	(161,797)
Reimbursement Revenue			9,086	553	9,086
Proceeds from sale of assets		23,000		1,867	11,773
Acquisitions, net of cash acquired				38,082	(94,456)
Net cash used in investing activities				(44,668)	(235,394)
Net increase in revolving credit facility				17,607	178,460
Proceeds on issuance of debt				394,512	435,845
Retirements and repayments of debt				(541,884)	(410,169)
Payments for Repurchase of Common Stock				(114,634)	0
Payment of deferred financing costs				(5,859)	(3,287)
Dividends paid				(6,122)	(6,246)
Repayments of government grant				(3,198)	256
Repurchase of restricted shares for minimum tax obligation				(673)	(2,726)
Proceeds from exercise of stock options, including excess tax benefit				388	329
Intercompany financing and advances				0	0
Net cash (used in) provided by financing activities				(259,863)	192,462
Effect of exchange rate changes on cash and cash equivalents				(250)	2,966
Net change in cash and cash equivalents				5,183	(6,622)
Cash at beginning of period		25,415	25,415	28,998	32,037
Cash at end of period	34,181	28,998	25,415	34,181	25,415
Cost of Goods and Services Sold	867,970		719,703	2,324,231	2,187,492
Selling, General and Administrative Expense	70,905		60,829	205,384	191,129
Depreciation and amortization	39,808		44,103	116,373	120,281
Restructuring Charges	0		4,841	3,193	7,285
Gain (Loss) Related to Litigation Settlement	0		0	(134,693)	0
Total operating costs and expenses	978,683		831,037	2,514,488	2,507,748
Operating Income (Loss)	(61,266)		84,779	293,956	319,096
Intercompany Interest and Charges	0		0	0	0
Interest expense and other	13,573		30,115	71,320	70,146
Income from continuing operations before income taxes	(74,839)		54,664	222,636	248,950
Income Tax Expense (Benefit)	(35,007)		19,271	66,778	84,998
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	(19,616)		75,239	(32,822)	79,882
Total comprehensive income	(59,448)		110,632	123,036	243,834
Parent
Consolidating Financial Statements, Captions
Net sales	0		0	0	0
Net Income (Loss) Attributable to Parent	22,505		12,903	130,867	51,965
Adjustments to reconcile net income to net cash (used in) provided by operating activities				(229,295)	23,340
Net cash (used in) provided by operating activities				98,428	75,305
Capital expenditures				(854)	(2,252)
Reimbursement Revenue			0	0
Proceeds from sale of assets				0	0
Acquisitions, net of cash acquired				0	0
Net cash used in investing activities				(854)	(2,252)
Net increase in revolving credit facility				17,607	178,460
Proceeds on issuance of debt				300,000	375,000
Retirements and repayments of debt				(396,477)	(270,944)
Payments for Repurchase of Common Stock				(114,634)
Payment of deferred financing costs				(5,859)	(3,287)
Dividends paid				(6,122)	(6,246)
Repayments of government grant				0	0
Repurchase of restricted shares for minimum tax obligation				(673)	(2,726)
Proceeds from exercise of stock options, including excess tax benefit				388	329
Intercompany financing and advances				302,853	(343,932)
Net cash (used in) provided by financing activities				97,083	(73,346)
Effect of exchange rate changes on cash and cash equivalents				0	0
Net change in cash and cash equivalents				(2,199)	(293)
Cash at beginning of period			2,817	2,820	3,110
Cash at end of period	621			621
Cost of Goods and Services Sold	0		0	0	0
Selling, General and Administrative Expense	10,740		4,915	33,405	18,406
Depreciation and amortization	606		670	1,870	2,092
Restructuring Charges	0		0	0	7,285
Gain (Loss) Related to Litigation Settlement				(134,693)
Total operating costs and expenses	11,346		7,146	(99,418)	29,344
Operating Income (Loss)	(11,346)		(7,146)	99,418	(29,344)
Intercompany Interest and Charges	(51,017)		(54,402)	(156,650)	(165,147)
Interest expense and other	15,200		29,862	71,499	67,814
Income from continuing operations before income taxes	24,471		17,394	184,569	67,989
Income Tax Expense (Benefit)	1,966		4,491	53,702	16,024
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	(1,311)		1,900	(1,395)	1,900
Total comprehensive income	21,194		14,803	129,472	53,865
Guarantors Subsidiaries
Consolidating Financial Statements, Captions
Net sales	838,709		860,029	2,590,724	2,687,881
Net Income (Loss) Attributable to Parent	(61,338)		20,545	22,390	107,158
Adjustments to reconcile net income to net cash (used in) provided by operating activities				338,153	(199,278)
Net cash (used in) provided by operating activities				(360,543)	(92,120)
Capital expenditures				(70,014)	(151,356)
Reimbursement Revenue			9,086	553
Proceeds from sale of assets				1,789	(11,758)
Acquisitions, net of cash acquired				(116,044)	(6,505)
Net cash used in investing activities				48,372	(137,017)
Net increase in revolving credit facility				0	0
Proceeds on issuance of debt				28,912	27,145
Retirements and repayments of debt				(15,507)	(22,810)
Payments for Repurchase of Common Stock				0
Payment of deferred financing costs				0	0
Dividends paid				0	0
Repayments of government grant				(3,198)	256
Repurchase of restricted shares for minimum tax obligation				0	0
Proceeds from exercise of stock options, including excess tax benefit				0	0
Intercompany financing and advances				(418,857)	223,519
Net cash (used in) provided by financing activities				(408,650)	228,110
Effect of exchange rate changes on cash and cash equivalents				0	0
Net change in cash and cash equivalents				265	(1,027)
Cash at beginning of period			510	1,149	1,537
Cash at end of period	1,414			1,414
Cost of Goods and Services Sold	798,245		676,668	2,141,533	2,081,123
Selling, General and Administrative Expense	51,240		49,353	146,886	154,103
Depreciation and amortization	34,971		40,755	103,545	111,815
Restructuring Charges	0		4,841	3,193	0
Gain (Loss) Related to Litigation Settlement				0
Total operating costs and expenses	884,456		771,617	2,395,157	2,347,041
Operating Income (Loss)	(45,747)		88,412	195,567	340,840
Intercompany Interest and Charges	48,546		52,359	150,218	160,890
Interest expense and other	2,356		1,346	6,900	4,910
Income from continuing operations before income taxes	(96,649)		34,707	38,449	175,040
Income Tax Expense (Benefit)	(35,311)		14,162	16,059	67,882
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	(1,974)		75,731	(5,473)	77,604
Total comprehensive income	(63,312)		96,276	16,917	184,762
Non-Guarantor Subsidiaries
Consolidating Financial Statements, Captions
Net sales	86,585		56,446	233,839	142,166
Net Income (Loss) Attributable to Parent	(999)		1,945	2,601	4,829
Adjustments to reconcile net income to net cash (used in) provided by operating activities				32,114	48,496
Net cash (used in) provided by operating activities				34,715	53,325
Capital expenditures				(14,302)	(8,189)
Reimbursement Revenue			0	0
Proceeds from sale of assets				78	15
Acquisitions, net of cash acquired				77,962	(87,951)
Net cash used in investing activities				(92,186)	(96,125)
Net increase in revolving credit facility				0	0
Proceeds on issuance of debt				65,600	33,700
Retirements and repayments of debt				(129,900)	(116,415)
Payments for Repurchase of Common Stock				0
Payment of deferred financing costs				0	0
Dividends paid				0	0
Repayments of government grant				0	0
Repurchase of restricted shares for minimum tax obligation				0	0
Proceeds from exercise of stock options, including excess tax benefit				0	0
Intercompany financing and advances				129,138	117,247
Net cash (used in) provided by financing activities				64,838	34,532
Effect of exchange rate changes on cash and cash equivalents				(250)	2,966
Net change in cash and cash equivalents				7,117	(5,302)
Cash at beginning of period			22,088	25,029	27,390
Cash at end of period	32,146			32,146
Cost of Goods and Services Sold	77,602		43,694	198,817	109,572
Selling, General and Administrative Expense	8,925		6,561	25,093	18,620
Depreciation and amortization	4,231		2,678	10,958	6,374
Restructuring Charges	0		0	0	0
Gain (Loss) Related to Litigation Settlement				0
Total operating costs and expenses	90,758		52,933	234,868	134,566
Operating Income (Loss)	(4,173)		3,513	(1,029)	7,600
Intercompany Interest and Charges	2,471		2,043	6,432	4,257
Interest expense and other	(3,983)		(1,093)	(7,079)	(2,578)
Income from continuing operations before income taxes	(2,661)		2,563	(382)	5,921
Income Tax Expense (Benefit)	(1,662)		618	(2,983)	1,092
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	(16,331)		(2,392)	(25,954)	378
Total comprehensive income	(17,330)		(447)	(23,353)	5,207
Eliminations
Consolidating Financial Statements, Captions
Net sales	(7,877)		(659)	(16,119)	(3,203)
Net Income (Loss) Attributable to Parent	0		0	0	0
Adjustments to reconcile net income to net cash (used in) provided by operating activities				13,134	(3,166)
Net cash (used in) provided by operating activities				(13,134)	(3,166)
Capital expenditures				0	0
Reimbursement Revenue			0	0
Proceeds from sale of assets				0	0
Acquisitions, net of cash acquired				0	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
Payments for Repurchase of Common Stock				0
Payment of deferred financing costs				0	0
Dividends paid				0	0
Repayments of government grant				0	0
Repurchase of restricted shares for minimum tax obligation				0	0
Proceeds from exercise of stock options, including excess tax benefit				0	0
Intercompany financing and advances				(13,134)	3,166
Net cash (used in) provided by financing activities				(13,134)	3,166
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	0
Cash at end of period	0			0
Cost of Goods and Services Sold	(7,877)		(659)	(16,119)	(3,203)
Selling, General and Administrative Expense	0		0	0	0
Depreciation and amortization	0		0		0
Restructuring Charges	0		0	0	0
Gain (Loss) Related to Litigation Settlement				0
Total operating costs and expenses	(7,877)		(659)	(16,119)	(3,203)
Operating Income (Loss)	0		0	0	0
Intercompany Interest and Charges	0		0	0	0
Interest expense and other	0		0	0	0
Income from continuing operations before income taxes	0		0	0	0
Income Tax Expense (Benefit)	0		0	0	0
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	0		0	0	0
Total comprehensive income	$ 0		$ 0	$ 0	$ 0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

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

	December 31, 2014
	Weighted- Average Life	Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships	16.2	$	681,292	$	(168,474	)	$	512,818
Product rights, technology and licenses	11.7	52,405		(32,015		)	20,390
Non-compete agreements and other	15.9	2,929		(509		)	2,420
Tradenames	Indefinite-lived	438,400		—			438,400
Total intangibles, net		$	1,175,026	$	(200,998	)	$	974,028

	March 31, 2014
	Weighted- Average Life	Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships	16.7	$	650,199	$	(136,970	)	$	513,229
Product rights, technology and licenses	11.7	52,405		(28,437		)	23,968
Non-compete agreements and other	13.6	3,679		(1,105		)	2,574
Tradenames	Indefinite-lived	438,400		—			438,400
Total intangibles, net		$	1,144,683	$	(166,512	)	$	978,171

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INCOME TAXES (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				9 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Mar. 31, 2014
Income Tax Disclosure [Abstract]
Total accrued income tax related interest and penalties	$ 200				$ 200		$ 204
Total amount of unrecognized tax benefits	8,438				8,438		8,865
Amount of unrecognized tax benefits that would impact the effective tax rate, if recognized	6,655				6,655		7,082
Effective income tax rate (as a percent)	0.00%			40.00%	30.00%	30.00%
Income Tax Reconciliation, Nondeductible Expense					1,051
Other Tax Expense (Benefit)	5,970	1,999	367
Income Taxes Receivable	$ 26,001				$ 26,001

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Share Repurchase (Details) (USD $) In Thousands, except Share data, unless otherwise specified	9 Months Ended
	Dec. 31, 2014
Equity, Class of Treasury Stock [Line Items]
Treasury Stock, Shares, Acquired	1,723,011
Stock Repurchased During Period, Value	$ 114,634
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased	3,477,789

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Mar. 31, 2014
Concentration of Credit Risk
Net sales	$ 917,417	$ 915,816	$ 2,808,444	$ 2,826,844
Stock-Based Compensation
Share-based Compensation	403	1,432	1,208	3,695
Aerostructures Group [Member]
Concentration of Credit Risk
Net sales	559,465	637,202	1,803,400	1,979,839
Aerospace Systems
Concentration of Credit Risk
Net sales	279,198	211,402	787,951	636,411
Aftermarket Services
Concentration of Credit Risk
Net sales	80,690	69,556	222,641	216,880
Accounts receivables | The Boeing Company ("Boeing")
Concentration of Credit Risk
Concentration of Risk, Accounts Receivable, Major Customer	25.00%		25.00%		32.00%
Net sales
Concentration of Credit Risk
Percentage from Boeing compared to total			43.00%	46.00%
Net sales			1,219,324	1,289,201
Concentration Risk, Customer	.1
Net sales | The Boeing Company ("Boeing") | Aerostructures Group [Member]
Concentration of Credit Risk
Net sales			1,084,777	1,205,887
Net sales | The Boeing Company ("Boeing") | Aerospace Systems
Concentration of Credit Risk
Net sales			111,173	64,202
Net sales | The Boeing Company ("Boeing") | Aftermarket Services
Concentration of Credit Risk
Net sales			$ 23,374	$ 19,112

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PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
Components of net periodic benefit costs:
Defined Benefit Plan, Plan Amendments		$ 118,391
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Settlements		1,561	0	1,561
Pension benefits
Components of net periodic benefit costs:
Service cost	3,251	3,293	9,764	9,880
Interest cost	21,961	23,369	65,863	69,801
Expected return on plan assets	(36,913)	(37,271)	110,740	111,309
Amortization of prior service costs	(1,322)	(1,683)	(3,966)	(5,048)
Amortization of net loss	0	(4,531)	0	13,593
Net periodic benefit cost	(13,023)	(6,200)	(39,079)	(21,522)
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Settlements	0	1,561	0	1,561
Other postretirement
Components of net periodic benefit costs:
Service cost	717	765	2,151	2,295
Interest cost	3,083	3,138	9,249	9,414
Amortization of prior service costs	(1,132)	(1,132)	(3,397)	(3,397)
Net periodic benefit cost	$ 2,668	$ 2,771	$ 8,003	$ 8,312

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LONG-TERM DEBT (Details 2) (USD $) In Thousands, unless otherwise specified	9 Months Ended		3 Months Ended		12 Months Ended	3 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Mar. 31, 2012	Jun. 30, 2012	Mar. 31, 2014	Sep. 18, 2006	Sep. 30, 2013	Sep. 30, 2014
Long-term debt
Payments of Financing Costs	$ 5,859	$ 3,287
Outstanding borrowing amount	1,442,680		1,442,680				1,550,383
Convertible senior subordinated notes
Long-term debt
Debt Instrument, Convertible, Conversion Ratio			36.8679
Debt instrument principal amount								201,250
Outstanding borrowing amount	0		0				12,834
Revolving credit facility
Long-term debt
Line of Credit Facility, Maximum Borrowing Capacity	1,000,000		1,000,000
Accordion feature	250,000		250,000
Payments of Financing Costs				2,795
Unamortized financing costs prior to amendment									6,507
Debt Instrument, Description of Variable Rate Basis	LIBOR
Outstanding borrowing amount	212,013		212,013				194,406
Letters of credit outstanding amount	35,514		35,514				36,445
Borrowing capacity under revolving credit facility after reductions for borrowings and letters of credit outstanding	752,473		752,473
Term loan credit agreement
Long-term debt
Outstanding borrowing amount	360,938		360,938				375,000
Asset-backed Securities [Member]
Long-term debt
Line of Credit Facility, Maximum Borrowing Capacity	225,000		225,000							175,000
Payments of Financing Costs			252
Unamortized financing costs prior to amendment							341
Outstanding borrowing amount	98,100		98,100				162,400
Program fee on the amount outstanding (as a percent)			0.40%
Line of Credit Facility, Commitment Fee Percentage			0.40%
Percentage of line of credit on which commitment fees are charged (as a percent)			100.00%
Capital Lease Obligations [Member]
Long-term debt
Outstanding borrowing amount	88,651		88,651				74,342
Senior subordinated notes due 2017
Long-term debt
Payments of Financing Costs					4,390
Debt instrument principal amount	175,000		175,000
Gains (Losses) on Extinguishment of Debt				(11,069)
Senior notes due 2018
Long-term debt
Payments of Financing Costs						7,307
Debt instrument principal amount	350,000		350,000
Gains (Losses) on Extinguishment of Debt				(22,615)
Outstanding borrowing amount	0		0				348,423
Senior notes due 2021 [Member]
Long-term debt
Payments of Financing Costs							6,327
Debt instrument principal amount							375,000
Outstanding borrowing amount	375,000		375,000				375,000
Notes Payable, Other Payables [Member]
Long-term debt
Outstanding borrowing amount	$ 7,978		$ 7,978				$ 7,978
Minimum [Member] | Revolving credit facility
Long-term debt
Debt Instrument, Basis Spread on Variable Rate			1.38%
Commitment fees (as a percent)			0.25%
Maximum [Member] | Revolving credit facility
Long-term debt
Debt Instrument, Basis Spread on Variable Rate			2.50%
Commitment fees (as a percent)			0.45%

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BASIS OF PRESENTATION AND ORGANIZATION

9 Months Ended

Dec. 31, 2014

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 condensed 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 and nine months ended December 31, 2014 are not necessarily indicative of results that may be expected for the year ending March 31, 2015. The accompanying condensed consolidated financial statements are unaudited and should be read in conjunction with the fiscal 2014 audited condensed consolidated financial statements and notes thereto included in the Company's Form 10-K for the year ended March 31, 2014 filed in May 2014.

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.

In May 2014, the Financial Accounting Standards Board ("FASB") issued guidance codified in Accounting Standards Codification ("ASC") 606, Revenue Recognition - Revenue from Contracts with Customers, which amends the guidance in former ASC 605, Revenue Recognition. The objective of ASC 606 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance. The principle of ASC 606 is that an entity will recognize revenue at the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled. ASC 606 is effective for interim and annual reporting periods beginning after December 15, 2016 and can be adopted by the Company using either a full retrospective or modified retrospective approach, with early adoption prohibited. The Company is currently evaluating ASC 606 and has not determined the impact it may have on the Company’s consolidated results of operations, financial position or cash flows nor decided on the method of adoption.

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ACQUISITIONS (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended		3 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Mar. 31, 2014	May 06, 2013	Dec. 30, 2014	Oct. 17, 2014	Jun. 27, 2014	Oct. 07, 2013	Oct. 04, 2013
Acquisitions
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual	$ 69,644		$ 137,860
Net sales	917,417	915,816	2,808,444	2,826,844
Goodwill	2,063,508		2,063,508		1,791,891
Finite-Lived Customer Relationships, Gross						3,514
Amortization of Acquired Contract Liabilities	15,501	14,258	39,332	34,373
Business Acquisition, Pro Forma Revenue	917,417	969,733	2,859,381	3,008,865
Business Acquisition, Pro Forma Net Income (Loss)	(39,832)	35,839	157,880	166,290
Business Acquisition, Pro Forma Earnings Per Share, Basic	$ (0.79)	$ 0.69	$ 3.09	$ 3.23
Business Acquisition, Pro Forma Earnings Per Share, Diluted	$ (0.79)	$ 0.68	$ 3.08	$ 3.15
Operating Income (Loss)	(61,266)	84,779	293,956	319,096
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual	7,895		15,115
Acquired Contract Liabilities, Net	738,414		738,414		141,505
Tulsa [Member]
Acquisitions
Business Acquisition, Transaction Costs	4,606		4,606
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents							160,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory							72,364
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment							28,500
Goodwill							80,636
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets Noncurrent							64,686
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets							246,186
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other							11,186
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities							406,186
Amortization of Acquired Contract Liabilities			395,000
NAAS [Member]
Acquisitions
Payments to Acquire Businesses, Gross	44,687
Business Acquisition, Transaction Costs								585
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents								803
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables								5,487
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory								866
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment								197
Goodwill								24,686
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets								363
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets								49,402
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable								232
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other								935
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other								3,548
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities								4,715
GEActuation [Member]
Acquisitions
Payments to Acquire Businesses, Gross	71,509
Business Acquisition, Transaction Costs									1,839
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents									4,608
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables									35,579
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory									48,560
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment									33,965
Goodwill									177,892
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles									17,494
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life	11 years
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets Noncurrent									45,378
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets									2,022
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets									365,498
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable									17,644
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other									26,483
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent									249,862
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities									293,989
Insulfab Product Line [Member]
Acquisitions
Payments to Acquire Businesses, Gross		7,394			2,516
Business Acquisition, Goodwill, Expected Tax Deductible Amount										4,660
General Donlee [Member]
Acquisitions
Payments to Acquire Businesses, Gross		56,622
Business Acquisition, Transaction Costs											766
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables											10,573
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory											15,645
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets											184
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment											31,952
Goodwill											46,528
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles											24,596
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life		15 years 0 months
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets											129,478
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable											2,841
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other											3,620
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent											11,439
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt											54,956
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities											72,856
Primus Composites [Member]
Acquisitions
Payments to Acquire Businesses, Gross		33,530
Business Combination, Consideration Transferred, Liabilities Incurred		30,000
Business Acquisition, Transaction Costs						743
Business Acquisition, Goodwill, Expected Tax Deductible Amount						29,138
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents						2,201
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables						17,392
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory						21,053
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets						883
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment						28,457
Goodwill						29,138
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles						3,514
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life		16 years
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets Noncurrent						13,138
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets						115,776
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable						10,027
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other						15,939
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other						26,280
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities						52,246
Customer relationships | NAAS [Member]
Acquisitions
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles								17,000
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life	11 years
Secured Debt [Member] | General Donlee [Member]
Acquisitions
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt											32,382
Convertible Debt [Member] | General Donlee [Member]
Acquisitions
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt											$ 26,000

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LONG-TERM DEBT Fair Value Measurements (Tables)

9 Months Ended

Dec. 31, 2014

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

Fair Value, by Balance Sheet Grouping [Table Text Block]

	December 31, 2014				March 31, 2014
	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt	$	1,442,680	$	1,434,621	$	1,550,383	$	1,580,447

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LONG-TERM DEBT LONG-TERM DEBT (Tables)

9 Months Ended

Dec. 31, 2014

Long-term debt

Schedule of Long-term Debt Instruments [Table Text Block]

	December 31, 2014		March 31, 2014
Revolving line of credit	$	212,013	$	194,406
Term loan	360,938		375,000
Receivable securitization facility	98,100		162,400
Equipment leasing facility and other capital leases	88,651		74,342
Senior notes due 2018	—		348,423
Senior notes due 2021	375,000		375,000
Senior notes due 2022	300,000		—
Convertible senior subordinated notes	—		12,834
Other debt	7,978		7,978
	1,442,680		1,550,383
Less current portion	40,877		49,575
	$	1,401,803	$	1,500,808

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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		9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
Consolidating Financial Statements, Captions
Net sales	$ 917,417	$ 915,816	$ 2,808,444	$ 2,826,844
Operating costs and expenses:
Cost of sales	867,970	719,703	2,324,231	2,187,492
Selling, General and Administrative Expense	70,905	60,829	205,384	191,129
Depreciation and amortization	39,808	44,103	116,373	120,281
Restructuring Charges	0	4,841	3,193	7,285
Gain (Loss) Related to Litigation Settlement	0	0	(134,693)	0
Total operating costs and expenses	978,683	831,037	2,514,488	2,507,748
Operating Income (Loss)	(61,266)	84,779	293,956	319,096
Intercompany Interest and Charges	0	0	0	0
Interest expense and other	13,573	30,115	71,320	70,146
Income from continuing operations before income taxes	(74,839)	54,664	222,636	248,950
Income Tax Expense (Benefit)	(35,007)	19,271	66,778	84,998
Net Income (Loss) Attributable to Parent	(39,832)	35,393	155,858	163,952
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	(19,616)	75,239	(32,822)	79,882
Total comprehensive income	(59,448)	110,632	123,036	243,834
Parent
Consolidating Financial Statements, Captions
Net sales	0	0	0	0
Operating costs and expenses:
Cost of sales	0	0	0	0
Selling, General and Administrative Expense	10,740	4,915	33,405	18,406
Depreciation and amortization	606	670	1,870	2,092
Restructuring Charges	0	0	0	7,285
Gain (Loss) Related to Litigation Settlement			(134,693)
Total operating costs and expenses	11,346	7,146	(99,418)	29,344
Operating Income (Loss)	(11,346)	(7,146)	99,418	(29,344)
Intercompany Interest and Charges	(51,017)	(54,402)	(156,650)	(165,147)
Interest expense and other	15,200	29,862	71,499	67,814
Income from continuing operations before income taxes	24,471	17,394	184,569	67,989
Income Tax Expense (Benefit)	1,966	4,491	53,702	16,024
Net Income (Loss) Attributable to Parent	22,505	12,903	130,867	51,965
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	(1,311)	1,900	(1,395)	1,900
Total comprehensive income	21,194	14,803	129,472	53,865
Guarantors Subsidiaries
Consolidating Financial Statements, Captions
Net sales	838,709	860,029	2,590,724	2,687,881
Operating costs and expenses:
Cost of sales	798,245	676,668	2,141,533	2,081,123
Selling, General and Administrative Expense	51,240	49,353	146,886	154,103
Depreciation and amortization	34,971	40,755	103,545	111,815
Restructuring Charges	0	4,841	3,193	0
Gain (Loss) Related to Litigation Settlement			0
Total operating costs and expenses	884,456	771,617	2,395,157	2,347,041
Operating Income (Loss)	(45,747)	88,412	195,567	340,840
Intercompany Interest and Charges	48,546	52,359	150,218	160,890
Interest expense and other	2,356	1,346	6,900	4,910
Income from continuing operations before income taxes	(96,649)	34,707	38,449	175,040
Income Tax Expense (Benefit)	(35,311)	14,162	16,059	67,882
Net Income (Loss) Attributable to Parent	(61,338)	20,545	22,390	107,158
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	(1,974)	75,731	(5,473)	77,604
Total comprehensive income	(63,312)	96,276	16,917	184,762
Non-Guarantor Subsidiaries
Consolidating Financial Statements, Captions
Net sales	86,585	56,446	233,839	142,166
Operating costs and expenses:
Cost of sales	77,602	43,694	198,817	109,572
Selling, General and Administrative Expense	8,925	6,561	25,093	18,620
Depreciation and amortization	4,231	2,678	10,958	6,374
Restructuring Charges	0	0	0	0
Gain (Loss) Related to Litigation Settlement			0
Total operating costs and expenses	90,758	52,933	234,868	134,566
Operating Income (Loss)	(4,173)	3,513	(1,029)	7,600
Intercompany Interest and Charges	2,471	2,043	6,432	4,257
Interest expense and other	(3,983)	(1,093)	(7,079)	(2,578)
Income from continuing operations before income taxes	(2,661)	2,563	(382)	5,921
Income Tax Expense (Benefit)	(1,662)	618	(2,983)	1,092
Net Income (Loss) Attributable to Parent	(999)	1,945	2,601	4,829
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	(16,331)	(2,392)	(25,954)	378
Total comprehensive income	(17,330)	(447)	(23,353)	5,207
Eliminations
Consolidating Financial Statements, Captions
Net sales	(7,877)	(659)	(16,119)	(3,203)
Operating costs and expenses:
Cost of sales	(7,877)	(659)	(16,119)	(3,203)
Selling, General and Administrative Expense	0	0	0	0
Depreciation and amortization	0	0		0
Restructuring Charges	0	0	0	0
Gain (Loss) Related to Litigation Settlement			0
Total operating costs and expenses	(7,877)	(659)	(16,119)	(3,203)
Operating Income (Loss)	0	0	0	0
Intercompany Interest and Charges	0	0	0	0
Interest expense and other	0	0	0	0
Income from continuing operations before income taxes	0	0	0	0
Income Tax Expense (Benefit)	0	0	0	0
Net Income (Loss) Attributable to Parent	0	0	0	0
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	0	0	0	0
Total comprehensive income	$ 0	$ 0	$ 0	$ 0

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DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Mar. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
Discontinued operations and assets held for sale
Proceeds from sale of assets	$ 23,000		$ 1,867	$ 11,773
Proceeds from Sale of Property Held-for-sale		9,676
Notes Issued		1,500
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal		1,462
Triumph Instruments [Member]
Discontinued operations and assets held for sale
Proceeds from sale of assets		$ 11,200

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EARNINGS PER SHARE (Tables)

9 Months Ended

Dec. 31, 2014

Earnings Per Share [Abstract]

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

	Three Months Ended December 31,		Nine Months Ended December 31,
	(in thousands)		(in thousands)
	2014	2013	2014	2013
Weighted-average common shares outstanding – basic	50,643	52,024	51,114	51,548
Net effect of dilutive stock options and nonvested stock	—	256	172	267
Potential common shares – convertible debt	—	526	57	983
Weighted-average common shares outstanding – diluted	50,643	52,806	51,343	52,798

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GOODWILL (Tables)

9 Months Ended

Dec. 31, 2014

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, 2014	$	1,339,993	$	395,912		$	55,986	$	1,791,891
Goodwill recognized in connection with acquisitions	80,636		177,892			24,686		283,214
Effect of exchange rate changes	1,790		(13,440		)	53		(11,597		)
Balance, December 31, 2014	$	1,422,419	$	560,364		$	80,725	$	2,063,508

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Consolidated Statements of Cash Flows Parenthetical (Parentheticals) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Excess tax benefit	$ 0	$ 0

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PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Tables)

9 Months Ended

Dec. 31, 2014

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 December 31,						Nine Months Ended December 31,
	2014			2013			2014			2013
Components of net periodic benefit expense (income):
Service cost	$	3,251		$	3,293		$	9,764		$	9,880
Interest cost	21,961			23,369			65,863			69,801
Expected return on plan assets	(36,913		)	(37,271		)	(110,740		)	(111,309		)
Amortization of prior service credits	(1,322		)	(1,683		)	(3,966		)	(5,048		)
Amortization of net loss	—			4,531			—			13,593
Settlements	—			1,561			—			1,561
Net periodic benefit income	$	(13,023	)	$	(6,200	)	$	(39,079	)	$	(21,522	)

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 December 31,						Nine Months Ended December 31,
	2014			2013			2014			2013
Components of net periodic benefit expense:
Service cost	$	717		$	765		$	2,151		$	2,295
Interest cost	3,083			3,138			9,249			9,414
Amortization of prior service credits	(1,132		)	(1,132		)	(3,397		)	(3,397		)
Net periodic benefit expense	$	2,668		$	2,771		$	8,003		$	8,312

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Changes in Accounting Estimates (Details 5) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
Change in Accounting Estimate [Line Items]
Capital Lease Obligations Incurred			$ 28,860	$ 27,145
Loss on Contracts		151,992
Amortization of Acquired Contract Liabilities	15,501	14,258	39,332	34,373
Gross Favorable Change in Estimates [Member]
Change in Accounting Estimate [Line Items]
Change in Accounting Estimate	5,325		4,769
Gross Unfavorable Changes In Estimates [Member]
Change in Accounting Estimate [Line Items]
Change in Accounting Estimate	(159,593)		(162,938)
Comprehensive Income [Member]
Change in Accounting Estimate [Line Items]
Change in Accounting Estimate	(154,268)	(21,339)	(158,169)	(36,961)
Income, net [Member]
Change in Accounting Estimate [Line Items]
Change in Accounting Estimate	(82,107)	(13,816)	(110,727)	(24,342)
Diluted earings per share [Member]
Change in Accounting Estimate [Line Items]
Change in Accounting Estimate	0	0	0	0
Aerospace Systems [Member]
Change in Accounting Estimate [Line Items]
Amortization of Acquired Contract Liabilities	11,090	5,878	25,021	14,238
Aerostructures Group [Member]
Change in Accounting Estimate [Line Items]
Amortization of Acquired Contract Liabilities	$ 4,411	$ 8,380	$ 14,311	$ 20,135

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STOCKHOLDERS' EQUITY STOCKHOLDERS' EQUITY (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Sep. 30, 2014	Mar. 31, 2014	Sep. 30, 2013	Mar. 31, 2013
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Accumulated other comprehensive loss	$ (51,730)	$ 18,910	$ (51,730)	$ 18,910	$ (32,114)	$ (18,908)		$ (60,972)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax	(16,331)	(2,392)	(25,954)	378
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax	(1,732)	1,961	(2,182)	1,726
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax	(18,063)	74,170	(28,136)	76,705
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax	0	0	0	0
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax	(20)	(3)	(87)	(39)
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	(1,553)	1,069	(4,686)	3,177
Other Comprehensive Income (Loss), Net of Tax	(19,616)	75,239	(32,822)	79,882
Accumulated Translation Adjustment [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Accumulated Other Comprehensive Income (Loss), before Tax	(25,756)	3,891	(25,756)	3,891	(9,425)	198	6,283	3,513
Other Comprehensive Income (Loss), Net of Tax	(16,331)	(2,392)	(25,954)	378
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Accumulated other comprehensive loss	(773)	1,818	(773)	1,818	979	1,496		131
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax	(1,732)	1,961	(2,182)	1,726
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax	(20)	(3)	(87)	(39)
Other Comprehensive Income (Loss), Net of Tax	(1,752)	1,958	(2,269)	1,687
Accumulated Defined Benefit Plans Adjustment [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Accumulated other comprehensive loss	(25,201)	13,201	(25,201)	13,201	(23,668)	(20,602)		(64,616)
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax	0	74,601	0	74,601
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	(1,533)	1,072	(4,599)	3,216
Other Comprehensive Income (Loss), Net of Tax	$ (1,533)	$ 75,673	$ (4,599)	$ 77,817

XML

Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Mar. 31, 2014
Current assets:
Cash and cash equivalents	$ 34,181	$ 28,998
Trade and other receivables, less allowance for doubtful accounts of $7,065 and $6,535	452,327	517,304
Inventories, net of unliquidated progress payments of $167,008 and $165,019	1,288,564	1,111,767
Rotable assets	43,825	41,666
Deferred income taxes	53,446	57,308
Prepaid and other current assets	22,789	24,897
Total current assets	1,895,132	1,781,940
Property and equipment, net	982,666	931,430
Goodwill	2,063,508	1,791,891
Intangible assets, net	974,028	978,171
Other, net	59,739	69,954
Total assets	5,975,073	5,553,386
Current liabilities:
Current portion of long-term debt	40,877	49,575
Accounts payable	308,398	317,334
Accrued expenses	359,871	273,290
Total current liabilities	709,146	640,199
Long-term debt, less current portion	1,401,803	1,500,808
Accrued pension and other postretirement benefits, noncurrent	410,168	508,524
Deferred income taxes, noncurrent	356,510	385,188
Other noncurrent liabilities	826,994	234,756
Stockholders’ equity:
Common stock, $.001 par value, 100,000,000 shares authorized, 52,460,920 and 52,459,020 shares issued; 50,787,068 and 52,159,020 shares outstanding	51	52
Capital in excess of par value	850,542	866,281
Treasury Stock, Value	(133,767)	(19,134)
Accumulated other comprehensive loss	(51,730)	(18,908)
Retained earnings	1,605,356	1,455,620
Total stockholders' equity	2,270,452	2,283,911
Total liabilities and stockholders' equity	$ 5,975,073	$ 5,553,386

XML

INVENTORIES (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Mar. 31, 2014
Inventory Disclosure [Abstract]
Raw materials	$ 85,192	$ 106,552
Work-in-process	1,254,134	1,102,626
Finished goods	124,093	67,608
Less: unliquidated progress payments	(174,855)	(165,019)
Total inventories	1,288,564	1,111,767
Preproduction Costs Related to Long-term Supply Arrangements, Costs Capitalized	$ 245,241	$ 131,358

XML

Consolidated Statements of Comprehensive Income Parenthetical (Parentheticals) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
Prior service credit, net of taxes of $0 and ($7,023) for the three months ended and $0 and ($7,023) for the nine months ended	$ 0	$ (11,695)	$ 0	$ (11,695)
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Net Prior Service Cost (Credit), Tax	0	7,023	0	7,023
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net Unamortized Gain (Loss) Arising During the Period, Tax	0	(51,824)	0	81,824
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net (Gain) Loss, Tax	0	(1,700)	0
Other Comprehensive Income (Loss), Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service (Cost) Credit, Tax	921	1,056	2,762
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During the Period, Tax	1,079	(1,247)	1,298
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax	$ 7	$ 2	$ 22

XML

RELOCATION COSTS RELOCATION COSTS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	9 Months Ended
	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	$ 4,841	$ 3,193	$ 7,285

XML

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

9 Months Ended

Dec. 31, 2014

Dec. 31, 2013

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Summary of consolidating balance sheets

	December 31, 2014
	Parent		Guarantor  Subsidiaries		Non-Guarantor  Subsidiaries		Eliminations			Consolidated  Total
Current assets:
Cash and cash equivalents	$	621	$	1,414	$	32,146	$	—		$	34,181
Trade and other receivables, net	5,588		163,506		283,233		—			452,327
Inventories	—		1,206,168		82,396		—			1,288,564
Rotable assets	—		30,253		13,572		—			43,825
Deferred income taxes	—		53,442		4		—			53,446
Prepaid expenses and other	7,353		8,504		6,932		—			22,789
Total current assets	13,562		1,463,287		418,283		—			1,895,132
Property and equipment, net	8,919		830,345		143,402					982,666
Goodwill and other intangible assets, net	—		2,809,200		228,336					3,037,536
Other, net	25,081		7,953		26,705					59,739
Intercompany investments and advances	4,334,263		64,554		11,677		(4,410,494		)	—
Total assets	$	4,381,825	$	5,175,339	$	828,403	$	(4,410,494	)	$	5,975,073
Current liabilities:
Current portion of long-term debt	$	19,021	$	21,856	$	—	$	—		$	40,877
Accounts payable	6,187		268,372		33,839		—			308,398
Accrued expenses	26,249		296,903		36,719		—			359,871
Total current liabilities	51,457		587,131		70,558		—			709,146
Long-term debt, less current portion	1,234,609		69,094		98,100					1,401,803
Intercompany advances	810,167		1,827,169		318,348		(2,955,684		)	—
Accrued pension and other postretirement benefits, noncurrent	6,939		403,229		—					410,168
Deferred income taxes and other	8,201		1,080,939		94,364					1,183,504
Total stockholders’ equity	2,270,452		1,207,777		247,033		(1,454,810		)	2,270,452
Total liabilities and stockholders’ equity	$	4,381,825	$	5,175,339	$	828,403	$	(4,410,494	)	$	5,975,073

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

SUMMARY CONDENSED CONSOLIDATING BALANCE SHEETS:

	March 31, 2014
	Parent		Guarantor  Subsidiaries		Non-Guarantor  Subsidiaries		Eliminations			Consolidated  Total
Current assets:
Cash and cash equivalents	$	2,820	$	1,149	$	25,029	$	—		$	28,998
Trade and other receivables, net	1,591		226,407		289,306		—			517,304
Inventories	—		1,041,719		70,048		—			1,111,767
Rotable assets	—		28,113		13,553		—			41,666
Deferred income taxes	—		57,291		17		—			57,308
Prepaid expenses and other	6,977		13,674		4,246		—			24,897
Total current assets	11,388		1,368,353		402,199		—			1,781,940
Property and equipment, net	9,933		801,560		119,937		—			931,430
Goodwill and other intangible assets, net	—		2,625,121		144,941		—			2,770,062
Other, net	58,536		7,860		3,558		—			69,954
Intercompany investments and advances	4,094,443		84,180		12,333		(4,190,956		)	—
Total assets	$	4,174,300	$	4,887,074	$	682,968	$	(4,190,956	)	$	5,553,386
Current liabilities:
Current portion of long-term debt	$	31,844	$	17,731	$	—	$	—		$	49,575
Accounts payable	1,150		296,968		19,216		—			317,334
Accrued expenses	36,034		212,984		24,272		—			273,290
Total current liabilities	69,028		527,683		43,488		—			640,199
Long-term debt, less current portion	1,279,694		58,714		162,400		—			1,500,808
Intercompany advances	525,216		2,021,330		304,613		(2,851,159		)	—
Accrued pension and other postretirement benefits, noncurrent	6,795		501,716		13		—			508,524
Deferred income taxes and other	9,656		586,174		24,114		—			619,944
Total stockholders’ equity	2,283,911		1,191,457		148,340		(1,339,797		)	2,283,911
Total liabilities and stockholders’ equity	$	4,174,300	$	4,887,074	$	682,968	$	(4,190,956	)	$	5,553,386

Condensed consolidating statements of income

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME:

	Nine Months Ended December 31, 2014
	Parent			Guarantor  Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations			Consolidated  Total
Net sales	$	—		$	2,590,724		$	233,839		$	(16,119	)	$	2,808,444
Operating costs and expenses:
Cost of sales	—			2,141,533			198,817			(16,119		)	2,324,231
Selling, general and administrative	33,405			146,886			25,093			—			205,384
Depreciation and amortization	1,870			103,545			10,958			—			116,373
Relocation costs	—			3,193			—			—			3,193
Gain on legal settlement, net of expenses	(134,693		)	—			—			—			(134,693		)
	(99,418		)	2,395,157			234,868			(16,119		)	2,514,488
Operating income (loss)	99,418			195,567			(1,029		)	—			293,956
Intercompany interest and charges	(156,650		)	150,218			6,432			—			—
Interest expense and other	71,499			6,900			(7,079		)	—			71,320
Income before income taxes	184,569			38,449			(382		)	—			222,636
Income tax expense (benefit)	53,702			16,059			(2,983		)	—			66,778
Net income	130,867			22,390			2,601			—			155,858
Other comprehensive loss	(1,395		)	(5,473		)	(25,954		)	—			(32,822		)
Total comprehensive income (loss)	$	129,472		$	16,917		$	(23,353	)	$	—		$	123,036

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

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME:

	Nine Months Ended December 31, 2014
	Parent			Guarantor  Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations			Consolidated  Total
Net sales	$	—		$	2,590,724		$	233,839		$	(16,119	)	$	2,808,444
Operating costs and expenses:
Cost of sales	—			2,141,533			198,817			(16,119		)	2,324,231
Selling, general and administrative	33,405			146,886			25,093			—			205,384
Depreciation and amortization	1,870			103,545			10,958			—			116,373
Relocation costs	—			3,193			—			—			3,193
Gain on legal settlement, net of expenses	(134,693		)	—			—			—			(134,693		)
	(99,418		)	2,395,157			234,868			(16,119		)	2,514,488
Operating income (loss)	99,418			195,567			(1,029		)	—			293,956
Intercompany interest and charges	(156,650		)	150,218			6,432			—			—
Interest expense and other	71,499			6,900			(7,079		)	—			71,320
Income before income taxes	184,569			38,449			(382		)	—			222,636
Income tax expense (benefit)	53,702			16,059			(2,983		)	—			66,778
Net income	130,867			22,390			2,601			—			155,858
Other comprehensive loss	(1,395		)	(5,473		)	(25,954		)	—			(32,822		)
Total comprehensive income (loss)	$	129,472		$	16,917		$	(23,353	)	$	—		$	123,036

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

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME:

	Nine Months Ended December 31, 2013
	Parent			Guarantor  Subsidiaries		Non-Guarantor  Subsidiaries			Eliminations			Consolidated  Total
Net sales	$	—		$	2,687,881	$	142,166		$	(3,203	)	$	2,826,844
Operating costs and expenses:
Cost of sales	—			2,081,123		109,572			(3,203		)	2,187,492
Selling, general and administrative	18,406			154,103		18,620			—			191,129
Depreciation and amortization	2,092			111,815		6,374			—			120,281
Relocation costs	7,285			—		—			—			7,285
Pension settlement charges	1,561			—		—			—			1,561
	29,344			2,347,041		134,566			(3,203		)	2,507,748
Operating (loss) income	(29,344		)	340,840		7,600			—			319,096
Intercompany interest and charges	(165,147		)	160,890		4,257			—			—
Interest expense and other	67,814			4,910		(2,578		)	—			70,146
Income before income taxes	67,989			175,040		5,921			—			248,950
Income tax expense	16,024			67,882		1,092			—			84,998
Net income	51,965			107,158		4,829			—			163,952
Other comprehensive income	1,900			77,604		378			—			79,882
Total comprehensive income	$	53,865		$	184,762	$	5,207		$	—		$	243,834

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME:

	Three Months Ended December 31, 2014
	Parent			Guarantor  Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations			Consolidated  Total
Net sales	$	—		$	838,709		$	86,585		$	(7,877	)	$	917,417
Operating costs and expenses:
Cost of sales	—			798,245			77,602			(7,877		)	867,970
Selling, general and administrative	10,740			51,240			8,925			—			70,905
Depreciation and amortization	606			34,971			4,231			—			39,808
	11,346			884,456			90,758			(7,877		)	978,683
Operating (loss)	(11,346		)	(45,747		)	(4,173		)	—			(61,266		)
Intercompany interest and charges	(51,017		)	48,546			2,471			—			—
Interest expense and other	15,200			2,356			(3,983		)	—			13,573
Income (loss) before income taxes	24,471			(96,649		)	(2,661		)	—			(74,839		)
Income tax expense (benefit)	1,966			(35,311		)	(1,662		)	—			(35,007		)
Net income (loss)	22,505			(61,338		)	(999		)	—			(39,832		)
Other comprehensive (loss)	(1,311		)	(1,974		)	(16,331		)	—			(19,616		)
Total comprehensive income (loss)	$	21,194		$	(63,312	)	$	(17,330	)	$	—		$	(59,448	)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME:

	Three Months Ended December 31, 2013
	Parent			Guarantor  Subsidiaries		Non-Guarantor  Subsidiaries			Eliminations			Consolidated  Total
Net sales	$	—		$	860,029	$	56,446		$	(659	)	$	915,816
Operating costs and expenses:
Cost of sales	—			676,668		43,694			(659		)	719,703
Selling, general and administrative	4,915			49,353		6,561			—			60,829
Depreciation and amortization	670			40,755		2,678			—			44,103
Relocation costs	—			4,841		—			—			4,841
Pension settlement charges	1,561			—		—			—			1,561
	7,146			771,617		52,933			(659		)	831,037
Operating (loss) income	(7,146		)	88,412		3,513			—			84,779
Intercompany interest and charges	(54,402		)	52,359		2,043			—			—
Interest expense and other	29,862			1,346		(1,093		)	—			30,115
Income before income taxes	17,394			34,707		2,563			—			54,664
Income tax expense	4,491			14,162		618			—			19,271
Net income	12,903			20,545		1,945			—			35,393
Other comprehensive income (loss)	1,900			75,731		(2,392		)	—			75,239
Total comprehensive income (loss)	$	14,803		$	96,276	$	(447	)	$	—		$	110,632

Condensed consolidating statements of cash flows

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:

	Nine Months Ended December 31, 2014
	Parent			Guarantor  Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations			Consolidated  Total
Net income	$	130,867		$	22,390		$	2,601		$	—		$	155,858
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities	(229,295		)	338,153			32,114			13,134			154,106
Net cash (used in) provided by operating activities	(98,428		)	360,543			34,715			13,134			309,964
Capital expenditures	(854		)	(70,014		)	(14,302		)	—			(85,170		)
Reimbursed capital expenditures	—			553			—			—			553
Proceeds from sale of assets	—			1,789			78			—			1,867
Acquisitions, net of cash acquired	—			116,044			(77,962		)	—			38,082
Net cash (used in) provided by investing activities	(854		)	48,372			(92,186		)	—			(44,668		)
Net increase in revolving credit facility	17,607			—			—			—			17,607
Proceeds on issuance of debt	300,000			28,912			65,600			—			394,512
Retirements and repayments of debt	(396,477		)	(15,507		)	(129,900		)	—			(541,884		)
Purchase of common stock	(114,634		)	—			—			—			(114,634		)
Payments of deferred financing costs	(5,859		)	—			—			—			(5,859		)
Dividends paid	(6,122		)	—			—			—			(6,122		)
Repayment of governmental grant	—			(3,198		)	—			—			(3,198		)
Repurchase of restricted shares for minimum tax obligation	(673		)	—			—			—			(673		)
Proceeds from exercise of stock options, including excess tax benefit	388			—			—			—			388
Intercompany financing and advances	302,853			(418,857		)	129,138			(13,134		)	—
Net cash provided by (used in) financing activities	97,083			(408,650		)	64,838			(13,134		)	(259,863		)
Effect of exchange rate changes on cash	—			—			(250		)	—			(250		)
Net change in cash and cash equivalents	(2,199		)	265			7,117			—			5,183
Cash and cash equivalents at beginning of period	2,820			1,149			25,029			—			28,998
Cash and cash equivalents at end of period	$	621		$	1,414		$	32,146		$	—		$	34,181

	Nine Months Ended December 31, 2014
	Parent			Guarantor  Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations			Consolidated  Total
Net income	$	130,867		$	22,390		$	2,601		$	—		$	155,858
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities	(229,295		)	338,153			32,114			13,134			154,106
Net cash (used in) provided by operating activities	(98,428		)	360,543			34,715			13,134			309,964
Capital expenditures	(854		)	(70,014		)	(14,302		)	—			(85,170		)
Reimbursed capital expenditures	—			553			—			—			553
Proceeds from sale of assets	—			1,789			78			—			1,867
Acquisitions, net of cash acquired	—			116,044			(77,962		)	—			38,082
Net cash (used in) provided by investing activities	(854		)	48,372			(92,186		)	—			(44,668		)
Net increase in revolving credit facility	17,607			—			—			—			17,607
Proceeds on issuance of debt	300,000			28,912			65,600			—			394,512
Retirements and repayments of debt	(396,477		)	(15,507		)	(129,900		)	—			(541,884		)
Purchase of common stock	(114,634		)	—			—			—			(114,634		)
Payments of deferred financing costs	(5,859		)	—			—			—			(5,859		)
Dividends paid	(6,122		)	—			—			—			(6,122		)
Repayment of governmental grant	—			(3,198		)	—			—			(3,198		)
Repurchase of restricted shares for minimum tax obligation	(673		)	—			—			—			(673		)
Proceeds from exercise of stock options, including excess tax benefit	388			—			—			—			388
Intercompany financing and advances	302,853			(418,857		)	129,138			(13,134		)	—
Net cash provided by (used in) financing activities	97,083			(408,650		)	64,838			(13,134		)	(259,863		)
Effect of exchange rate changes on cash	—			—			(250		)	—			(250		)
Net change in cash and cash equivalents	(2,199		)	265			7,117			—			5,183
Cash and cash equivalents at beginning of period	2,820			1,149			25,029			—			28,998
Cash and cash equivalents at end of period	$	621		$	1,414		$	32,146		$	—		$	34,181

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

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:

	Nine Months Ended December 31, 2013
	Parent			Guarantor  Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations			Consolidated  Total
Net income	$	51,965		$	107,158		$	4,829		$	—		$	163,952
Adjustments to reconcile net income to net cash provided by (used in) operating activities	23,340			(199,278		)	48,496			(3,166		)	(130,608		)
Net cash provided by (used in) operating activities	75,305			(92,120		)	53,325			(3,166		)	33,344
Capital expenditures	(2,252		)	(151,356		)	(8,189		)	—			(161,797		)
Reimbursed capital expenditures	—			9,086			—			—			9,086
Proceeds from sale of assets	—			11,758			15			—			11,773
Acquisitions, net of cash acquired	—			(6,505		)	(87,951		)	—			(94,456		)
Net cash used in investing activities	(2,252		)	(137,017		)	(96,125		)	—			(235,394		)
Net increase in revolving credit facility	178,460			—			—			—			178,460
Proceeds on issuance of debt	375,000			27,145			33,700			—			435,845
Retirements and repayments of debt	(270,944		)	(22,810		)	(116,415		)	—			(410,169		)
Payments of deferred financing costs	(3,287		)	—			—			—			(3,287		)
Dividends paid	(6,246		)	—			—			—			(6,246		)
Withholding of restricted shares for minimum tax obligation	(2,726		)	—			—			—			(2,726		)
Proceeds from government grant	—			256			—			—			256
Proceeds from exercise of stock options, including excess tax benefit	329			—			—			—			329
Intercompany financing and advances	(343,932		)	223,519			117,247			3,166			—
Net cash (used in) provided by financing activities	(73,346		)	228,110			34,532			3,166			192,462
Effect of exchange rate changes on cash	—			—			2,966			—			2,966
Net change in cash and cash equivalents	(293		)	(1,027		)	(5,302		)	—			(6,622		)
Cash and cash equivalents at beginning of period	3,110			1,537			27,390			—			32,037
Cash and cash equivalents at end of period	$	2,817		$	510		$	22,088		$	—		$	25,415

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Dec. 31, 2014

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. 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. On December 22, 2010, 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. Eaton appealed, but on November 21, 2013, the Supreme Court of Mississippi, in a unanimous en banc decision, affirmed the lower court’s dismissal. Eaton moved for a rehearing of the Mississippi Supreme Court's affirmance but on March 20, 2014, the Supreme Court denied Eaton's motion for rehearing. Meanwhile, the Company, several subsidiaries, and the employees sued by Eaton pursued claims (including antitrust claims) and counterclaims against Eaton based on the Eaton misconduct that led to the dismissal of Eaton's claims.

On June 18, 2014, the Company announced it had settled all pending litigation involving the Company, its subsidiary the employees and Eaton. As part of the settlement, Eaton agreed to pay the Company $135,300 in cash. During the nine months ended December 31, 2014, the Company received payment representing a gain on legal settlement, net of expense, of $134,693, which is included on the accompanying Condensed Consolidated Statements of Income.

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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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
Revenue Recognition
Amortization of acquired contract liabilities	$ (15,501)	$ (14,258)	$ (39,332)	$ (34,373)
Aerostructures
Revenue Recognition
Amortization of acquired contract liabilities	(4,411)	(8,380)	(14,311)	(20,135)
Aerospace Systems [Member]
Revenue Recognition
Amortization of acquired contract liabilities	$ (11,090)	$ (5,878)	$ (25,021)	$ (14,238)

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Dec. 31, 2014

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 Recognition - Construction-Type and Production-Type Contracts topic of the ASC 605-35 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 Revenue Recognition - 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 Revenue Recognition - Construction-Type and Production-Type Contracts topic.

For the three months ended December 31, 2014, cumulative catch-up adjustments from changes in estimates, inclusive of a provision for forward losses as discussed below, decreased operating income, net income and earnings per share by approximately $(154,268), $(82,107) and $(1.62) net of tax, respectively. The cumulative catch-up adjustments to operating income for the three months ended December 31, 2014 included gross favorable adjustments of approximately $5,325 and gross unfavorable adjustments of approximately $(159,593). For the nine months ended December 31, 2014, cumulative catch-up adjustments from changes in estimates, inclusive of a provision for forward losses as discussed below, decreased operating income, net income and earnings per share by approximately $(158,169), $(110,727) and $(2.16) net of tax, respectively. The cumulative catch-up adjustments to operating income for the nine months ended December 31, 2014 included gross favorable adjustments of approximately $4,769 and gross unfavorable adjustments of approximately $(162,938). For the three months ended December 31, 2013, cumulative catch-up adjustments from changes in estimates decreased operating income, net income and earnings per share by approximately $(21,339), $(13,816) and $(0.26) net of tax, respectively. For the nine months ended December 31, 2013, cumulative catch-up adjustments from changes in estimates decreased operating income, net income and earnings per share by approximately $(36,961), $(24,342) and $(0.46) 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.

During the quarter ended December 31, 2014, the Company recognized a provision for forward losses of $151,992 associated with the Company's long-term contract on the 747-8 program. These forward losses are largely due to changes in future estimated production rates, labor and overhead costs, pension income and expedited delivery charges.

• In December 2014, our customer, The Boeing Company (“Boeing”), announced a future production rate reduction for the 747-8 program from 1.5 shipsets per month to 1.3 shipsets per month. This production rate cut will result in additional future disruption and overhead cost absorption across our related production facilities.

• While the Company has experienced improvements in labor performance metrics on our work associated with the 747-8 program in recent quarters, the Company has not recovered to the levels previously experienced or as quickly as expected, and no longer believes that the Company can recover to the level required to avoid future losses. The Company's increased labor assumptions will also result in increased overhead cost absorption to the 747-8 program.

• In October 2014, the Society of Actuaries released updated mortality tables to reflect recent improvements in longevity. The mortality tables are a key assumption in the valuation of our defined benefit obligations and related net period pension benefit income. These new mortality tables will lower estimated future pension benefit income amounts, thereby negatively impacting our future cost estimates associated with the 747-8 program.

• Although the Company has made significant improvements on the quality and timeliness of deliveries as compared to the prior year, the Company continues to incur charges related to expedited delivery and have included estimates for additional costs in the future.

While the Company has recently recognized a provision for forward losses, there is still risk similar to what the Company has experienced on the 747-8 program. In particular, the Company's ability to manage risks related to supplier performance, execution of cost reduction strategies, hiring and retaining skilled production and management personnel, quality and manufacturing execution, program schedule delays and many other risks, will determine the ultimate performance of these programs.

Included in net sales of the Aerostructures and Aerospace Systems group is the non-cash amortization of acquired contract liabilities recognized as fair value adjustments through purchase accounting from various acquisitions. For the three months ended December 31, 2014 and 2013, the Company recognized $15,501 and $14,258, respectively, into net sales in the accompanying Condensed Consolidated Statements of Income. For the nine months ended December 31, 2014 and 2013, the Company recognized $39,332 and $34,373, respectively, into net sales in the accompanying Condensed 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 Boeing (representing commercial, military and space) represented approximately 25% and 32% of total trade accounts receivable as of December 31, 2014 and March 31, 2014, respectively. The Company had no other concentrations of credit risk of more than 10%. Sales to Boeing for the nine months ended December 31, 2014 were $1,219,324, or 43% of net sales, of which $1,084,777, $111,173 and $23,374 were from the Aerostructures segment, the Aerospace Systems segment and Aftermarket Services segment, respectively. Sales to Boeing for the nine months ended December 31, 2013 were $1,289,201, or 46% of net sales, of which $1,205,887, $64,202 and $19,112 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 December 31, 2014 and 2013 was $403 and $1,432, respectively. Stock-based compensation expense for the nine months ended December 31, 2014 and 2013 was $1,208 and $3,695, 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:

	December 31, 2014
	Weighted- Average Life	Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships	16.2	$	681,292	$	(168,474	)	$	512,818
Product rights, technology and licenses	11.7	52,405		(32,015		)	20,390
Non-compete agreements and other	15.9	2,929		(509		)	2,420
Tradenames	Indefinite-lived	438,400		—			438,400
Total intangibles, net		$	1,175,026	$	(200,998	)	$	974,028

	March 31, 2014
	Weighted- Average Life	Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships	16.7	$	650,199	$	(136,970	)	$	513,229
Product rights, technology and licenses	11.7	52,405		(28,437		)	23,968
Non-compete agreements and other	13.6	3,679		(1,105		)	2,574
Tradenames	Indefinite-lived	438,400		—			438,400
Total intangibles, net		$	1,144,683	$	(166,512	)	$	978,171

Amortization expense for the three months ended December 31, 2014 and 2013 was $12,158 and $12,402, respectively. Amortization expense for the nine months ended December 31, 2014 and 2013 was $35,638 and $34,552, respectively.

Fair Value Measurement, Policy [Policy Text Block]

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. When determining fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and also considers assumptions that market participants would use when pricing an asset or liability. The fair value hierarchy has three levels of inputs that may be used to measure fair value: Level 1—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; and Level 3—Unobservable inputs for the asset or liability. The Company has applied fair value measurements to its interest rate swap (see Note 6).

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 warranty reserves as of December 31, 2014 and March 31, 2014, were $32,402 and $25,651, respectively

Cash Flow, Supplemental Disclosures [Text Block]

Supplemental Cash Flow Information

The Company received $23,666 for income tax refunds, net of payments, for the nine months ended December 31, 2014. The Company paid $2,329 for income taxes, net of refunds received, for the nine months ended December 31, 2013. The Company made interest payments of $76,188 and $60,202 for the nine months ended December 31, 2014 and 2013, respectively.

During the nine months ended December 31, 2014 and 2013, the Company financed $52 and $36, respectively, of property and equipment additions through capital leases. During the nine months ended December 31, 2013, the Company issued 2,272,019 shares, in connection with certain conversions of convertible senior subordinated notes (see Note 6).

XML

Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Operating Activities
Net Income (Loss) Attributable to Parent	$ 155,858	$ 163,952
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	116,373	120,281
Amortization of acquired contract liabilities	(39,332)	(34,373)
Accretion of debt discount	1,577	1,871
Other amortization included in interest expense	7,182	5,732
Provision for doubtful accounts receivable	153	1,592
Provision for deferred income taxes	69,093	81,604
Employee stock-based compensation	1,208	3,695
Changes in assets and liabilities, excluding the effects of acquisitions and dispositions of businesses:
Trade and other receivables	130,431	(10,414)
Rotable assets	(2,159)	(4,714)
Inventories	41,516	(108,176)
Prepaid expenses and other current assets	3,504	1,944
Accounts payable, accrued expenses and other current liabilities	(69,216)	(102,206)
Accrued pension and other postretirement benefits	(108,060)	(83,445)
Other	1,836	(5,560)
Net cash (used in) provided by operating activities	309,964	33,344
Investing Activities
Capital expenditures	(85,170)	(161,797)
Reimbursement Revenue	553	9,086
Proceeds from sale of assets	1,867	11,773
Acquisitions, net of cash acquired	38,082	(94,456)
Net cash used in investing activities	(44,668)	(235,394)
Financing Activities
Net increase in revolving credit facility	17,607	178,460
Proceeds from issuance of long-term debt	394,512	435,845
Repayment of debt and capital lease obligations	(541,884)	(410,169)
Payments for Repurchase of Common Stock	(114,634)	0
Payment of deferred financing costs	(5,859)	(3,287)
Dividends paid	(6,122)	(6,246)
Repayments of government grant	(3,198)	256
Repurchase of restricted shares for minimum tax obligation	(673)	(2,726)
Proceeds from exercise of stock options	388	329
Net cash (used in) provided by financing activities	(259,863)	192,462
Effect of exchange rate changes on cash	(250)	2,966
Net change in cash	5,183	(6,622)
Cash at beginning of period	28,998	32,037
Cash at end of period	$ 34,181	$ 25,415

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Consolidated Balance Sheet Parenthetical (Parentheticals) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2014	Mar. 31, 2014
Allowance for doubtful accounts	$ 7,480	$ 6,535
Unliquidated progress payments	$ 174,855	$ 165,019
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	52,460,920	52,459,020
Common stock, shares outstanding	50,451,397	52,159,020
Treasury Stock, Shares	2,009,523	300,000

XML

GOODWILL

9 Months Ended

Dec. 31, 2014

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, 2014 through December 31, 2014:

	Aerostructures		Aerospace  Systems			Aftermarket Services		Total
Balance, March 31, 2014	$	1,339,993	$	395,912		$	55,986	$	1,791,891
Goodwill recognized in connection with acquisitions	80,636		177,892			24,686		283,214
Effect of exchange rate changes	1,790		(13,440		)	53		(11,597		)
Balance, December 31, 2014	$	1,422,419	$	560,364		$	80,725	$	2,063,508

XML

Document and Entity Information Document	3 Months Ended	9 Months Ended
	Dec. 31, 2014	Dec. 31, 2014	Feb. 05, 2015
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		Dec. 31, 2014
Document Fiscal Year Focus		2015
Document Fiscal Period Focus		Q3
Amendment Flag		false
Entity Common Stock, Shares Outstanding			50,451,397
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes

XML

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

9 Months Ended

Dec. 31, 2014

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 715, the Company has recognized the funded status of the benefit obligation as of the date of the last remeasurement, in the accompanying Condensed Consolidated Balance Sheets. 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.

10.     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 December 31,						Nine Months Ended December 31,
	2014			2013			2014			2013
Components of net periodic benefit expense (income):
Service cost	$	3,251		$	3,293		$	9,764		$	9,880
Interest cost	21,961			23,369			65,863			69,801
Expected return on plan assets	(36,913		)	(37,271		)	(110,740		)	(111,309		)
Amortization of prior service credits	(1,322		)	(1,683		)	(3,966		)	(5,048		)
Amortization of net loss	—			4,531			—			13,593
Settlements	—			1,561			—			1,561
Net periodic benefit income	$	(13,023	)	$	(6,200	)	$	(39,079	)	$	(21,522	)

	Other postretirement benefits
	Three Months Ended December 31,						Nine Months Ended December 31,
	2014			2013			2014			2013
Components of net periodic benefit expense:
Service cost	$	717		$	765		$	2,151		$	2,295
Interest cost	3,083			3,138			9,249			9,414
Amortization of prior service credits	(1,132		)	(1,132		)	(3,397		)	(3,397		)
Net periodic benefit expense	$	2,668		$	2,771		$	8,003		$	8,312

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 December 2013, the Company completed an incentive offer in the form of lump-sum payments to non-represented deferred vested employees who were not of retirement age in lieu of any future benefits. In addition, cumulative lump-sum payments to union-represented plan participants for previously offered early retirement incentives exceeded the service and interest costs of the respective plan. The aforementioned changes led to a remeasurement of the affected plan's assets and obligations as of December 2013, which resulted in a $118,391 decrease in projected benefit obligation. Additionally, these distributions resulted in settlement charges of $1,561 and are presented on the accompanying Condensed Consolidated Statements of Income as "Early retirement incentive expense."

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Consolidated Statements of Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
Net sales	$ 917,417	$ 915,816	$ 2,808,444	$ 2,826,844
Operating costs and expenses:
Cost of sales (exclusive of depreciation and amortization shown separately below)	867,970	719,703	2,324,231	2,187,492
Selling, General and Administrative Expense	70,905	60,829	205,384	191,129
Depreciation and amortization	39,808	44,103	116,373	120,281
Restructuring Charges	0	4,841	3,193	7,285
Gain (Loss) Related to Litigation Settlement	0	0	(134,693)	0
Settlements and early retirement incentive expense	0	1,561	0	(1,561)
Operating expenses	978,683	831,037	2,514,488	2,507,748
Operating Income (Loss)	(61,266)	84,779	293,956	319,096
Interest expense and other	13,573	30,115	71,320	70,146
Income from continuing operations before income taxes	(74,839)	54,664	222,636	248,950
Income Tax Expense (Benefit)	(35,007)	19,271	66,778	84,998
Net Income (Loss) Attributable to Parent	$ (39,832)	$ 35,393	$ 155,858	$ 163,952
Earnings per share—basic:	$ (0.79)	$ 0.68	$ 3.05	$ 3.18
Weighted-average common shares outstanding-basic (in shares)	50,643	52,024	51,114	51,548
Earnings per share—diluted:	$ (0.79)	$ 0.67	$ 3.04	$ 3.11
Weighted-average common shares outstanding-diluted (in shares)	50,643	52,806	51,343	52,798
Dividends declared and paid per common share (in dollars per share)	$ 0.04	$ 0.04	$ 0.12	$ 0.12

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DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

9 Months Ended

Dec. 31, 2014

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

4.     DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

Sale of Triumph Aerospace Systems - Wichita

In January 2014, the Company sold all of the shares of Triumph Aerospace Systems-Wichita, Inc. ("TAS-Wichita") for total cash proceeds of $23,000. As a result of the sale of TAS-Wichita, the Company recognized no gain or loss. The operating results of TAS-Wichita were included in the Aerostructures Group through the date of disposal.

Sale of Triumph Instruments - Burbank and Triumph Instruments - Ft. Lauderdale

In April 2013, the Company sold the assets and liabilities of Triumph Instruments - Burbank and Triumph Instruments - Ft. Lauderdale (collectively, "Triumph Instruments") for total proceeds of $11,200 including cash received at closing of $9,676, a note of $1,500, and the remaining amount which was held in escrow and received in the second quarter of fiscal 2014, 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 Condensed 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 businesses and markets of the disposed entities, as defined by ASC 205-20, Discontinued Operations, and, therefore, as a result,the disposal groups do not meet the criteria to be classified as discontinued operations.

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ACQUISITIONS

9 Months Ended

Dec. 31, 2014

Business Combinations [Abstract]

ACQUISITIONS

    ACQUISITIONS

FISCAL 2015 ACQUISITIONS

Acquisition of Spirit AeroSystems Holdings, Inc. - Gulfstream G650 and G280 Wing Programs

Effective December 30, 2014, a wholly-owned subsidiary of the Company, Triumph Aerostructures - Tulsa LLC, doing business as Triumph Aerostructures-Vought Aircraft Division-Tulsa, completed the acquisition of the Gulfstream G650 and G280 wing programs (the "Tulsa Programs") located in Tulsa, Oklahoma, from Spirit AeroSystems, Inc. The acquisition of the Tulsa Programs establishes the Company as a leader in fully integrated wing design, engineering and production and advances its standing as a strategic Tier One Capable aerostructures supplier. The acquired business will operate as Triumph Aerostructures-Vought Aircraft Division-Tulsa and its results will be included in the Aerostructures Group from the date of acquisition.

The Company received $160,000 in cash plus assets required to run the business from Spirit-Tulsa to cover the anticipated future cash flow needs of the programs. Goodwill in the amount of $80,636 was provisionally recognized for this acquisition and is calculated as the excess of consideration transferred over the net assets recognized and represents 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 accounting for the business combination is provisional and dependent upon obtaining valuations and other information for certain assets and liabilities which have not yet been identified, 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 requires 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 the Tulsa Programs 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 the Company has received to date, in accordance with Accounting Standards Codification Topic 805, Business Combinations ("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 Tulsa Programs acquisition. Accordingly, the amounts below report the Company's best estimate of fair value based on the information available at this time:

	December 30, 2014
Inventory	$	72,364
Property and equipment	28,500
Goodwill	80,636
Deferred taxes	64,686
Total assets	$	246,186
Accrued expenses	$	11,186
Acquired contract liabilities	395,000
Total liabilities	$	406,186

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 the Tulsa Programs whichever is earlier.

The Tulsa Programs acquisition has been accounted for under the acquisition method and, accordingly, is included in the condensed consolidated financial statements from the effective date of acquisition. The Company incurred $4,606 in acquisition-related costs in connection with the Tulsa Programs acquisition, which is recorded in selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Income.

Acquisition of North American Aircraft Services, Inc.

Effective October 17, 2014, the Company acquired the ownership of all of the outstanding shares of North American Aircraft Services, Inc. and its affiliates ("NAAS"). NAAS is based in San Antonio, Texas, with fixed-based operator units throughout the United States as well as international locations and delivers line maintenance and repair, fuel leak detection and fuel bladder cell repair services. The acquired business will operate as Triumph Aviation Services - NAAS Division and its results are included in Aftermarket Services Group from the date of acquisition.

The purchase price for the NAAS acquisition was $44,687. Goodwill in the amount of $24,686 was recognized for this acquisition and is calculated as the excess of consideration transferred over the net assets recognized and represents 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 an intangible asset related to customer relationships valued at $17,000 with a weighted-average life of 11.0 years.

The accounting for the business combination is dependent upon 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 requires 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 NAAS 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 the Company has received to date, in accordance with ASC 805. These estimates will be revised as the Company revises final appraisal of tangible and intangible assets, certain liabilities assumed and other information related to the NAAS acquisition. Accordingly, the amounts below report the Company's best estimate of fair value based on the information available at this time:

	October 17, 2014
Cash	$	803
Accounts receivable	5,487
Inventory	866
Property and equipment	197
Goodwill	24,686
Intangible assets	17,000
Other assets	363
Total assets	$	49,402
Accounts payable	$	232
Accrued expenses	935
Other noncurrent liabilities	3,548
Total liabilities	$	4,715

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 NAAS, whichever is earlier.

The NAAS acquisition has been accounted for under the acquisition method and, accordingly, is included in the condensed consolidated financial statements from the effective date of acquisition. The NAAS acquisition was funded by the Company's long-term borrowings in place at the date of acquisition. The Company incurred $585 in acquisition-related costs in connection with the NAAS acquisition, which is recorded in selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Income.

Acquisition of GE Aviation - Hydraulic Actuation

Effective June 27, 2014, the Company acquired the hydraulic actuation business of GE Aviation ("GE"). GE's hydraulic actuation business consists of three facilities located in Yakima, Washington, Cheltenham, England and the Isle of Man and is a technology leader in actuation systems. GE's key product offerings include complete landing gear actuation systems, door actuation, nose-wheel steerings, hydraulic fuses, manifolds flight control actuation and locking mechanisms for the commercial, military and business jet markets. The acquired business will operate as Triumph Actuation Systems-Yakima and Triumph Actuation Systems-UK & IOM and its results are included in Aerospace Systems Group from the date of acquisition.

The purchase price for the GE acquisition was $71,509, which includes cash paid at closing and deferred payments. Goodwill in the amount of $177,892 was recognized for this acquisition and is calculated as the excess of consideration transferred over the net assets recognized and represents 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 an intangible asset related to technology valued at $17,494 with a weighted-average life of 11.0 years.

The accounting for the 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 requires 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 GE 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 the Company 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 GE acquisition. Accordingly, the amounts below report the Company's best estimate of fair value based on the information available at this time:

	June 27, 2014
Cash	$	4,608
Accounts receivable	35,579
Inventory	48,560
Property and equipment	33,965
Goodwill	177,892
Intangible assets	17,494
Deferred taxes	45,378
Other assets	2,022
Total assets	$	365,498
Accounts payable	$	17,644
Accrued expenses	26,483
Acquired contract liabilities	249,862
Total liabilities	$	293,989

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 GE, whichever is earlier.

The GE acquisition has been accounted for under the acquisition method and, accordingly, is included in the condensed consolidated financial statements from the effective date of acquisition. The GE acquisition was funded by the Company's long-term borrowings in place at the date of acquisition. The Company incurred $1,839 in acquisition-related costs in connection with the GE acquisition, which is recorded in selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Income.

The acquisitions of the Tulsa Programs, NAAS and GE are referred to in this report as the "fiscal 2015 acquisitions."

As a result of the fiscal 2015 acquisitions, acquired contract liabilities, net, which are included in other noncurrent liabilities on the Condensed Consolidated Balance Sheets, increased to $738,414 at December 31, 2014 from $141,505 at March 31, 2014.

The following table presents information for the fiscal 2015 acquisitions which are included in the Company's Condensed Consolidated Statements of Income from their respective dates of acquisition through the three and nine months ended December 31, 2014:

	For the Three Months Ended December 31, 2014		For the Nine Months Ended December 31, 2014
Net Sales	$	69,644	$	137,860
Operating Income	7,895		15,115

FISCAL 2014 ACQUISITIONS

Acquisition of Insulfab Product Line (Chase Corporation)

Effective October 7, 2013, the Company's wholly-owned subsidiary, Triumph Insulation Systems, LLC, acquired substantially all of the assets comprising the Insulfab product line from Chase Corporation ("Insulfab"). Insulfab primarily focuses on manufacturing high-quality, engineered barrier laminates used in aerospace applications. The results for Triumph Insulation Systems, LLC will continue to be included in the Aerostructures group from the date of acquisition.

The Company paid $7,394 in cash at closing for Insulfab, and in January 2014, paid $2,516 in cash after the working capital was finalized. Goodwill in the amount of $4,660 was recognized for this acquisition and is calculated as the excess of consideration transferred over the net assets recognized and represents 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.

Acquisition of General Donlee Canada, Inc.

Effective October 4, 2013, the Company acquired all of the issued and outstanding shares of General Donlee Canada Inc. ("General Donlee"). General Donlee is based in Toronto, Canada and is a leading manufacturer of precision machined products for the aerospace, nuclear and oil and gas industries. The acquired business now operates as Triumph Gear Systems-Toronto ULC and its results are included in the Aerospace Systems Group from the date of acquisition.

The purchase price for the General Donlee acquisition was $56,622 plus assumed debt of $32,382, which was settled at closing. Additionally, on October 7, 2013, the Company, at its option, called General Donlee's Convertible Notes for $26,000, which were paid on November 12, 2013. Goodwill in the amount of $46,528 was recognized for this acquisition and is calculated as the excess of consideration transferred over the net assets recognized and represents 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 $24,596 with a weighted-average life of 15.0 years. Prior to the anniversary of the acquisition date, the Company finalized the purchase price allocation. The finalization of the Company's purchase accounting assessment did not result in significant measurement period adjustments and did not have a material impact on the Company's Consolidated Balance Sheet, Statement of Income, or Statement of Cash Flows.

The following condensed balance sheet represents the amounts assigned to each major asset and liability caption in the aggregate from the acquisition of General Donlee, in accordance with ASC 805:

	October 4, 2013
Accounts receivable	$	10,573
Inventory	15,645
Prepaid expenses and other	184
Property and equipment	31,952
Goodwill	46,528
Intangibles assets	24,596
Total assets	$	129,478
Accounts payable	$	2,841
Accrued expenses	3,620
Deferred taxes	11,439
Debt	54,956
Total liabilities	$	72,856

The Company finalized its estimate after it was able to to determine that it had obtained all necessary information that existed as of the acquisition date related to these amounts.

The General Donlee acquisition has been accounted for under the acquisition method and, accordingly, is included in the condensed consolidated financial statements from the effective date of the acquisition. The General Donlee acquisition was funded by the Company's long-term borrowings in place at the date of acquisition. The Company incurred $766 in acquisition-related costs in connection with the General Donlee acquisition, which were recorded in selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Income for the fiscal year ended March 31, 2014.

Acquisition 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 from the date of acquisition. 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 $29,138 was recognized for this acquisition and is calculated as the excess of consideration transferred over the net assets recognized and represents 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 $3,514 with a weighted-average life of 16.0 years. Prior to the anniversary of the acquisition date, the Company finalized the purchase price allocation.

The following condensed balance sheet represents the amounts assigned to each major asset and liability caption in the aggregate from the acquisition of Primus, in accordance with ASC 805:

	May 6, 2013
Cash	$	2,201
Accounts receivable	17,392
Inventory	21,053
Prepaid expenses and other	883
Property and equipment	28,457
Goodwill	29,138
Intangibles assets	3,514
Other noncurrent assets	13,138
Total assets	$	115,776
Accounts payable	$	10,027
Accrued expenses	15,939
Other noncurrent liabilities	26,280
Total liabilities	$	52,246

The Company finalized its estimates after it was able to determine that it had obtained all necessary information that existed as of the acquisition date related to these matters.

The Primus acquisition has been accounted for under the acquisition method and, accordingly, is included in the condensed consolidated financial statements from the effective date of the acquisition. The Primus acquisition was funded by the Company's long-term borrowings in place at the date of acquisition. The Company incurred $743 in acquisition-related costs in connection with the Primus acquisition, which is recorded in selling, general and administrative expenses in the Condensed Consolidated Statements of Income for the fiscal year ended March 31, 2014.

The acquisitions of Insulfab, General Donlee and Primus are referred to in this report as the "fiscal 2014 acquisitions."

The pro forma results presented below include the effects of the GE and 2014 acquisitions of as if they had been consummated as of April 1, 2013. 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, 2013 and have been included in the Company's results of operations for fiscal years 2015 and 2014.

	Three Months Ended December 31,					Nine Months Ended December 31,
	2014			2013		2014		2013
Net Sales	$	917,417		$	969,733	$	2,859,381	$	3,008,865
Net (loss) income	(39,832		)	35,839		157,880		166,290
(Loss) earnings per share—basic	$	(0.79	)	$	0.69	$	3.09	$	3.23
(Loss) earnings per share—diluted	$	(0.79	)	$	0.68	$	3.08	$	3.15

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RELOCATION COSTS RELOCATION COSTS

9 Months Ended

Dec. 31, 2014

Restructuring Cost and Reserve [Line Items]

Restructuring and Related Costs [Table Text Block]

15.    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 $4,841 of expenses related to the relocation during the three months ended December 31, 2013, shown separately on the accompanying Condensed Consolidated Statements of Income. The Company incurred approximately $3,193 and $7,285 of expenses related to the relocation during the nine months ended December 31, 2014 and 2013, respectively, shown separately on the accompanying Condensed Consolidated Statements of Income. The relocation was substantially completed during the fiscal year ended March 31, 2014.

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STOCKHOLDERS' EQUITY STOCKHOLDERS' EQUITY

9 Months Ended

Dec. 31, 2014

Equity [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

STOCKHOLDERS' EQUITY

Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive income (loss) ("AOCI") by component for the three and nine months ended December 31, 2014 and 2013, respectively, were as follows:

	Currency Translation Adjustment			Unrealized Gains and Losses on Derivative Instruments			Defined Benefit Pension Plans and Other Postretirement Benefits					Total (1)
Balance September 30, 2014	$	(9,425	)	$	979		$	(23,668	)			$	(32,114	)
AOCI before reclassifications	(16,331		)	(1,732		)	—					(18,063		)
Amounts reclassified from AOCI	—			(20		)	(1,533		)	(2	)	(1,553		)
Net current period AOCI	(16,331		)	(1,752		)	(1,533		)			(19,616		)
Balance December 31, 2014	$	(25,756	)	$	(773	)	$	(25,201	)			$	(51,730	)

Balance September 30, 2013	$	6,283		$	(140	)	$	(62,472	)			$	(56,329	)
AOCI before reclassifications	(2,392		)	1,961			74,601					74,170
Amounts reclassified from AOCI	—			(3		)	1,072			(2	)	1,069
Net current period AOCI	(2,392		)	1,958			75,673					75,239
Balance December 31, 2013	$	3,891		$	1,818		$	13,201				$	18,910

Balance March 31, 2014	$	198		$	1,496		$	(20,602	)			$	(18,908	)
AOCI before reclassifications	(25,954		)	(2,182		)	—					(28,136		)
Amounts reclassified from AOCI	—			(87		)	(4,599		)	(2	)	(4,686		)
Net current period AOCI	(25,954		)	(2,269		)	(4,599		)			(32,822		)
Balance December 31, 2014	$	(25,756	)	$	(773	)	$	(25,201	)			$	(51,730	)

Balance March 31, 2013	$	3,513	$	131		$	(64,616	)			$	(60,972	)
AOCI before reclassifications	378		1,726			74,601					76,705
Amounts reclassified from AOCI	—		(39		)	3,216			(2	)	3,177
Net current period AOCI	378		1,687			77,817					79,882
Balance December 31, 2013	$	3,891	$	1,818		$	13,201				$	18,910

(1) Net of tax.

(2) Primarily relates to amortization of actuarial losses and recognized prior service (credits) costs, which are included in the net periodic pension cost of which a portion is allocated to production as inventoried costs.

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EARNINGS PER SHARE

9 Months Ended

Dec. 31, 2014

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 December 31,		Nine Months Ended December 31,
	(in thousands)		(in thousands)
	2014	2013	2014	2013
Weighted-average common shares outstanding – basic	50,643	52,024	51,114	51,548
Net effect of dilutive stock options and nonvested stock	—	256	172	267
Potential common shares – convertible debt	—	526	57	983
Weighted-average common shares outstanding – diluted	50,643	52,806	51,343	52,798

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SUBSEQUENT EVENTS SUBSEQUENT EVENTS (Details) (Convertible senior subordinated notes, USD $) In Thousands, unless otherwise specified	9 Months Ended
	Dec. 31, 2013
Convertible senior subordinated notes
Subsequent Event [Line Items]
Extinguishment of Debt, Amount	$ 95,732

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INVENTORIES

9 Months Ended

Dec. 31, 2014

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:

	December 31, 2014			March 31, 2014
Raw materials	$	85,192		$	106,552
Work-in-process, including manufactured and purchased components	1,254,134			1,102,626
Finished goods	124,093			67,608
Less: unliquidated progress payments	(174,855		)	(165,019		)
Total inventories	$	1,288,564		$	1,111,767

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 related to the Company's contracts with Bombardier for the Global 7000/8000 program ("Bombardier") and Embraer for the second generation E-Jet ("Embraer") as of December 31, 2014 is $245,241. The balance of capitalized pre-production costs related to the Company's contracts with Bombardier and Embraer as of March 31, 2014 was $131,358.

The Company is still in the pre-production stages for the Bombardier and Embraer programs, as these aircrafts are not scheduled to enter service until 2016 and 2018, respectively, or later. Transition of these programs from development to recurring production levels is dependent upon the success of the programs achieving flight testing and certification, as well as the ability of the Bombardier and Embraer programs 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.

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LONG-TERM DEBT

9 Months Ended

Dec. 31, 2014

Debt Disclosure [Abstract]

LONG-TERM DEBT

LONG-TERM DEBT

Long-term debt consists of the following:

	December 31, 2014		March 31, 2014
Revolving line of credit	$	212,013	$	194,406
Term loan	360,938		375,000
Receivable securitization facility	98,100		162,400
Equipment leasing facility and other capital leases	88,651		74,342
Senior notes due 2018	—		348,423
Senior notes due 2021	375,000		375,000
Senior notes due 2022	300,000		—
Convertible senior subordinated notes	—		12,834
Other debt	7,978		7,978
	1,442,680		1,550,383
Less current portion	40,877		49,575
	$	1,401,803	$	1,500,808

Revolving Credit Facility

In May 2014, the Company amended its existing credit agreement (the “Credit Facility”) with its lenders to (i) increase the maximum amount allowed for the receivable securitization facility (the “Securitization Facility”) and (ii) amend certain other terms and covenants.

In November 2013, the Company amended and restated its Credit Facility with its lenders to (i) provide for a $375,000 Term Loan with a maturity date of May 14, 2019 (the "2013 Term Loan"), (ii) maintain a Revolving Line of Credit under the Credit Facility of $1,000,000 with a $250,000 accordion feature, (iii) extend the maturity date to November 19, 2018, and (iv) amend certain other terms and covenants. In connection with the amendment to the Credit Facility, the Company incurred $2,795 of financing costs. These costs, along with the $6,507 of unamortized financing costs prior to the amendment, are being amortized over the remaining term of the Credit Facility.

The Company will repay the outstanding principal amount of the 2013 Term Loan in quarterly installments, on the first business day of each January, April, July and October, commencing April 2014.

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 Second Amended and Restated Guarantee and Collateral Agreement, dated as of November 19, 2013, among the administrative agent, the Company and the subsidiaries of the Company party thereto.

Pursuant to the Credit Facility, the Company can borrow, repay and re-borrow revolving credit loans, and cause to be issued letters of credit, in an aggregate principal amount not to exceed $1,000,000 outstanding at any time. The Credit Facility bears interest at either: (i) LIBOR plus between 1.38% and 2.50%; (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 0.25% and 0.45% 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 December 31, 2014, there were $212,013 in borrowings and $35,514 in letters of credit outstanding under the Revolving Line of Credit provisions of the Credit Facility primarily to support insurance policies. At March 31, 2014, there

6. LONG-TERM DEBT (Continued)

were $194,406 in borrowings and $36,445 in letters of credit outstanding under the Revolving Line of Credit provisions of the Credit Facility primarily to support insurance policies. The level of unused borrowing capacity under the Revolving Line of Credit provisions of 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 December 31, 2014, the Company had borrowing capacity under this facility of $752,473 after reductions for borrowings and letters of credit outstanding under the facility.

In connection with the Company amending and restating the Credit Facility to add the 2013 Term Loan, the Company also entered into an interest rate swap agreement through November 2018 to reduce its exposure to interest on the variable rate portion of its long-term debt. On the date of inception, the Company designated the interest rate swap as a cash flow hedge in accordance with FASB guidance on accounting for derivatives and hedges and linked the interest rate swap to the 2013 Term Loan. The Company formally documented the hedging relationship between 2013 Term Loan and the interest rate swap, as well as its risk-management objective and strategy for undertaking the hedge, the nature of the risk being hedged, how the hedging instrument's effectiveness will be assessed and a description of the method of measuring the ineffectiveness. The Company also formally assesses, both at the hedge's inception and on a quarterly basis, whether the derivative item is highly effective offsetting changes in cash flows.

As of December 31, 2014 and March 31, 2014, the interest rate swap agreement had a notional amount of $360,938 and $375,000, respectively. As of December 31, 2014 and March 31, 2014, the interest rate swap agreement had a fair value of $141 and $2,426, respectively, which is recorded in other assets, net of applicable taxes (Level 2). The interest rate swap settles on a monthly basis when interest payments are made. These settlements occur through the maturity date.

Receivables Securitization Facility

In November 2014, the Company amended its $225,000 Securitization Facility, increasing the purchase limit from $175,000 to $225,000 and extending the term through November 2017. 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 December 31, 2014, the maximum amount available under the Securitization Facility was $225,000. Interest rates are based on LIBOR plus a program fee and a commitment fee. The program fee is 0.40% on the amount outstanding under the Securitization Facility. Additionally, the commitment fee is 0.40% on 100.00% of the maximum amount available under the Securitization Facility. At December 31, 2014, there was $98,100 outstanding under the Securitization Facility. In connection with amending the Securitization Facility, the Company incurred approximately $252 of financing costs. These costs, along with the $341 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 ASC 860.

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 all or substantially all of the Company's assets.

Capital Leases

During the nine months ended December 31, 2014 and 2013, the Company entered into new capital leases in the amount of $52 and $36, respectively, to finance a portion of the Company’s capital additions for the period. During the nine months

6. LONG-TERM DEBT (Continued)

ended December 31, 2014 and 2013, the Company obtained financing for existing fixed assets in the amount of $28,860 and $27,145, 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 had 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 were being amortized on the effective interest method over the term of the 2017 Notes.

On November 15, 2013, the Company completed the redemption of the 2017 Notes. The principal amount of $175,000 was redeemed at a price of 104% plus accrued and unpaid interest. As a result of the redemption, the Company recognized a pre-tax loss on redemption of $11,069, consisting of early termination premium, write-off of unamortized discount and deferred financing fees and was recorded on the Consolidated Statements of Income as a component of "Interest expense and other".

Senior Notes Due 2018

On June 16, 2010, in connection with the acquisition of Vought Aircraft Industries. ("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 had an effective interest yield of 8.75%. Interest on the 2018 Notes accrued at the rate of 8.63% per annum and was 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 were amortized on the effective interest method over the term of the 2018 Notes.

On June 23, 2014, the Company completed the redemption of the 2018 Notes. The principal amount of $350,000 was redeemed at a price of 104.79% plus accrued and unpaid interest. As a result of the redemption, the Company recognized a pre-tax loss on redemption of $22,615, consisting of early termination premium, write-off of unamortized discount and deferred financing fees and was recorded on the Condensed Consolidated Statements of Income as a component of "Interest expense and other" for the nine months ended December 31, 2014.

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 2021 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").

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

6. LONG-TERM DEBT (Continued)

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.

Senior Notes Due 2022

On June 3, 2014, the Company issued $300,000 principal amount of 5.250% Senior Notes due 2022 (the "2022 Notes"). The 2022 Notes were sold at 100% of principal amount and have an effective interest yield of 5.250%. Interest on the 2022 Notes accrues at the rate of 5.250% per annum and is payable semiannually in cash in arrears on June 1 and December 1 of each year, commencing on December 1, 2014. In connection with the issuance of the 2022 Notes, the Company incurred approximately $4,990 of costs, which were deferred and are being amortized on the effective interest method over the term of the 2022 Notes.

The 2022 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 2022 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 2022 Notes prior to June 1, 2017 by paying a "make-whole" premium. The Company may redeem some or all of the 2022 Notes on or after June 1, 2017 at specified redemption prices. In addition, prior to June 1, 2017, the Company may redeem up to 35% of the 2022 Notes with the net proceeds of certain equity offerings at a redemption price equal to 105.250% of the aggregate principal amount plus accrued and unpaid interest, if any, subject to certain limitations set forth in the indenture governing the 2022 Notes (the "2022 Indenture").

The Company is obligated to offer to repurchase the 2022 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 2022 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 were 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 bore 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 paid 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

6. LONG-TERM DEBT (Continued)

principal amount of the Convertible Notes. The contingent interest paid per note in respect of any six-month period equaled 0.25% per annum, calculated on the average trading price of a note for the relevant five trading day period.

The Convertible Notes would have matured on October 1, 2026, unless earlier redeemed, repurchased or converted. The Company was able to 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 had 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 were convertible into the Company’s common stock at a rate equal to 36.8679 shares per $1 principal amount of the Convertible Notes (equal to an initial conversion price of approximately $27.12 per share), subject to adjustment as described in the indenture governing the Convertible Notes. Upon conversion, the Company delivered 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.

On May 22, 2014, the Company announced the redemption of the Convertible Notes. The redemption price for the Convertible Notes was equal to the sum of 100% of the principal amount of the Convertible Notes outstanding, plus accrued and unpaid interest on the Convertible Notes up to, but not including, the redemption date of June 23, 2014. The Convertible Notes were able to be converted at the option of the holder.

The Convertible Notes were 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 23, 2014, the Convertible Notes were eligible for conversion. During the nine months ended December 31, 2014, the Company settled the conversion of $12,834 in principal value of the Convertible Notes, with the principal and the conversion benefit settled in cash. During the nine months ended December 31, 2013, the Company settled the conversion of $95,732 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 2,272,019 shares.

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 $27.12. The average price of the Company's common stock for the three months ended December 31, 2013, was $72.52. Therefore, for the three months ended December 31, 2013, there were 525,635 additional shares included in the calculation of diluted earnings per share. The average price of the Company’s common stock for the nine months ended December 31, 2014 and 2013 was $66.71 and $75.69, respectively. Therefore, for the nine months ended December 31, 2014 and 2013, there were 56,692 and 982,600 additional shares, respectively, included in the calculation of diluted earnings per share.

6. LONG-TERM DEBT (Continued)

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:

	December 31, 2014				March 31, 2014
	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt	$	1,442,680	$	1,434,621	$	1,550,383	$	1,580,447

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).

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INCOME TAXES

9 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

INCOME TAXES

The Company follows the Income Taxes topic of the ASC 740, 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 December 31, 2014 and March 31, 2014, the total amount of accrued income tax-related interest and penalties was $200 and $204, respectively.

As of December 31, 2014 and March 31, 2014, the total amount of unrecognized tax benefits was $8,438 and $8,865, respectively, of which $6,655 and $7,082, 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 December 31, 2014 was a benefit of (46.8)% as compared to 35.3% for the three months ended December 31, 2013. For the three months ended December 31, 2014, the income tax benefit increased to reflect the benefit of $5,970 from the retroactive reinstatement of the R&D tax credit. The effective income tax rate for the nine months ended December 31, 2014 was 30.0% as compared to 34.1% for the nine months ended December 31, 2013. For the nine months ended December 31, 2014, the income tax provision was reduced to reflect unrecognized tax benefits of $1,051, an additional tax benefit related to the a net operating loss carryback claim of $367, the benefit of $1,999 from a decrease to the state deferred tax rates and the benefit of $5,970 from the retroactive reinstatement of the R&D tax credit.

With few exceptions, the Company is no longer subject to U.S. federal income tax examinations for fiscal years ended before March 31, 2011, state or local examinations for fiscal years ended before March 31, 2011, or foreign income tax examinations by tax authorities for fiscal years ended before March 31, 2009.

As of December 31, 2014, the Company was not subject to examination in any state jurisdiction. The Company has filed appeals in a prior state examination related to fiscal years ended March 31, 1999 through March 31, 2005. Because of net operating losses acquired as part of the acquisition of Vought, the Company is subject to U.S. federal income tax examinations and various state jurisdictions for the years ended December 31, 2001 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.

During the nine months ended December 31, 2014, the Company received refund claims of $26,001, which had previously been filed for in the second quarter of the fiscal year ended March 31, 2013.

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SEGMENTS (Tables)

9 Months Ended

Dec. 31, 2014

Segment Reporting [Abstract]

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

	Three Months Ended December 31,						Nine Months Ended December 31,
	2014			2013			2014			2013
Net sales:
Aerostructures	$	559,465		$	637,202		$	1,803,400		$	1,979,839
Aerospace systems	279,198			211,402			787,951			636,411
Aftermarket services	80,690			69,556			222,641			216,880
Elimination of inter-segment sales	(1,936		)	(2,344		)	(5,548		)	(6,286		)
	$	917,417		$	915,816		$	2,808,444		$	2,826,844
(Loss) income before income taxes:
Operating income (expense):
Aerostructures	$	(102,461	)	$	53,973		$	40,634		$	218,784
Aerospace systems	41,863			32,504			125,430			106,887
Aftermarket services	12,490			9,297			34,614			30,678
Corporate	(13,158		)	(10,995		)	93,278			(37,253		)
	(61,266		)	84,779			293,956			319,096
Interest expense and other	13,573			30,115			71,320			70,146
	$	(74,839	)	$	54,664		$	222,636		$	248,950
Depreciation and amortization:
Aerostructures	$	24,947		$	30,207		$	74,692		$	83,002
Aerospace systems	11,363			10,823			32,027			27,911
Aftermarket services	2,334			1,862			6,137			5,603
Corporate	1,164			1,211			3,517			3,765
	$	39,808		$	44,103		$	116,373		$	120,281
Amortization of acquired contract liabilities, net:
Aerostructures	$	4,411		$	8,380		$	14,311		$	20,135
Aerospace systems	11,090			5,878			25,021			14,238
	$	15,501		$	14,258		$	39,332		$	34,373
Adjusted EBITDA:
Aerostructures	$	(81,925	)	$	75,800		$	101,015		$	281,651
Aerospace systems	42,136			37,449			132,436			120,560
Aftermarket services	14,824			11,159			40,751			36,281
Corporate	(11,994		)	(8,223		)	(37,898		)	(31,927		)
	$	(36,959	)	$	116,185		$	236,304		$	406,565
Capital expenditures:
Aerostructures	$	15,589		$	33,662		$	53,965		$	132,205
Aerospace systems	8,301			5,714			24,552			15,989
Aftermarket services	1,392			2,728			5,425			10,795
Corporate	814			429			1,228			2,808
	$	26,096		$	42,533		$	85,170		$	161,797

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

	December 31, 2014		March 31, 2014
Total Assets:
Aerostructures	$	4,059,117	$	3,880,645
Aerospace systems	1,476,827		1,255,136
Aftermarket services	377,710		316,643
Corporate	61,419		100,962
	$	5,975,073	$	5,553,386

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GOODWILL (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Dec. 31, 2014
Changes in the carrying value of goodwill
Balance at the beginning of the period	$ 1,791,891
Goodwill, Acquired During Period	283,214
Effect of exchange rate changes and other	(11,597)
Balance at the end of the period	2,063,508
Aerostructures
Changes in the carrying value of goodwill
Balance at the beginning of the period	1,339,993
Goodwill, Acquired During Period	80,636
Effect of exchange rate changes and other	1,790
Balance at the end of the period	1,422,419
Aerospace Systems [Member]
Changes in the carrying value of goodwill
Balance at the beginning of the period	395,912
Goodwill, Acquired During Period	177,892
Effect of exchange rate changes and other	(13,440)
Balance at the end of the period	560,364
Aftermarket Services
Changes in the carrying value of goodwill
Balance at the beginning of the period	55,986
Goodwill, Acquired During Period	24,686
Effect of exchange rate changes and other	53
Balance at the end of the period	$ 80,725

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

9 Months Ended

Dec. 31, 2014

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

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

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

The 2021 Notes and the 2022 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 2021 Notes and the 2022 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 Condensed Consolidating Balance Sheets as of December 31, 2014 and March 31, 2014, Condensed Consolidating Statements of Comprehensive Income for the three and nine months ended December 31, 2014 and 2013, and Condensed Consolidating Statements of Cash Flows for the nine months ended December 31, 2014 and 2013.

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

SUMMARY CONDENSED CONSOLIDATING BALANCE SHEETS:

	December 31, 2014
	Parent		Guarantor  Subsidiaries		Non-Guarantor  Subsidiaries		Eliminations			Consolidated  Total
Current assets:
Cash and cash equivalents	$	621	$	1,414	$	32,146	$	—		$	34,181
Trade and other receivables, net	5,588		163,506		283,233		—			452,327
Inventories	—		1,206,168		82,396		—			1,288,564
Rotable assets	—		30,253		13,572		—			43,825
Deferred income taxes	—		53,442		4		—			53,446
Prepaid expenses and other	7,353		8,504		6,932		—			22,789
Total current assets	13,562		1,463,287		418,283		—			1,895,132
Property and equipment, net	8,919		830,345		143,402					982,666
Goodwill and other intangible assets, net	—		2,809,200		228,336					3,037,536
Other, net	25,081		7,953		26,705					59,739
Intercompany investments and advances	4,334,263		64,554		11,677		(4,410,494		)	—
Total assets	$	4,381,825	$	5,175,339	$	828,403	$	(4,410,494	)	$	5,975,073
Current liabilities:
Current portion of long-term debt	$	19,021	$	21,856	$	—	$	—		$	40,877
Accounts payable	6,187		268,372		33,839		—			308,398
Accrued expenses	26,249		296,903		36,719		—			359,871
Total current liabilities	51,457		587,131		70,558		—			709,146
Long-term debt, less current portion	1,234,609		69,094		98,100					1,401,803
Intercompany advances	810,167		1,827,169		318,348		(2,955,684		)	—
Accrued pension and other postretirement benefits, noncurrent	6,939		403,229		—					410,168
Deferred income taxes and other	8,201		1,080,939		94,364					1,183,504
Total stockholders’ equity	2,270,452		1,207,777		247,033		(1,454,810		)	2,270,452
Total liabilities and stockholders’ equity	$	4,381,825	$	5,175,339	$	828,403	$	(4,410,494	)	$	5,975,073

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

SUMMARY CONDENSED CONSOLIDATING BALANCE SHEETS:

	March 31, 2014
	Parent		Guarantor  Subsidiaries		Non-Guarantor  Subsidiaries		Eliminations			Consolidated  Total
Current assets:
Cash and cash equivalents	$	2,820	$	1,149	$	25,029	$	—		$	28,998
Trade and other receivables, net	1,591		226,407		289,306		—			517,304
Inventories	—		1,041,719		70,048		—			1,111,767
Rotable assets	—		28,113		13,553		—			41,666
Deferred income taxes	—		57,291		17		—			57,308
Prepaid expenses and other	6,977		13,674		4,246		—			24,897
Total current assets	11,388		1,368,353		402,199		—			1,781,940
Property and equipment, net	9,933		801,560		119,937		—			931,430
Goodwill and other intangible assets, net	—		2,625,121		144,941		—			2,770,062
Other, net	58,536		7,860		3,558		—			69,954
Intercompany investments and advances	4,094,443		84,180		12,333		(4,190,956		)	—
Total assets	$	4,174,300	$	4,887,074	$	682,968	$	(4,190,956	)	$	5,553,386
Current liabilities:
Current portion of long-term debt	$	31,844	$	17,731	$	—	$	—		$	49,575
Accounts payable	1,150		296,968		19,216		—			317,334
Accrued expenses	36,034		212,984		24,272		—			273,290
Total current liabilities	69,028		527,683		43,488		—			640,199
Long-term debt, less current portion	1,279,694		58,714		162,400		—			1,500,808
Intercompany advances	525,216		2,021,330		304,613		(2,851,159		)	—
Accrued pension and other postretirement benefits, noncurrent	6,795		501,716		13		—			508,524
Deferred income taxes and other	9,656		586,174		24,114		—			619,944
Total stockholders’ equity	2,283,911		1,191,457		148,340		(1,339,797		)	2,283,911
Total liabilities and stockholders’ equity	$	4,174,300	$	4,887,074	$	682,968	$	(4,190,956	)	$	5,553,386

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

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME:

	Three Months Ended December 31, 2014
	Parent			Guarantor  Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations			Consolidated  Total
Net sales	$	—		$	838,709		$	86,585		$	(7,877	)	$	917,417
Operating costs and expenses:
Cost of sales	—			798,245			77,602			(7,877		)	867,970
Selling, general and administrative	10,740			51,240			8,925			—			70,905
Depreciation and amortization	606			34,971			4,231			—			39,808
	11,346			884,456			90,758			(7,877		)	978,683
Operating (loss)	(11,346		)	(45,747		)	(4,173		)	—			(61,266		)
Intercompany interest and charges	(51,017		)	48,546			2,471			—			—
Interest expense and other	15,200			2,356			(3,983		)	—			13,573
Income (loss) before income taxes	24,471			(96,649		)	(2,661		)	—			(74,839		)
Income tax expense (benefit)	1,966			(35,311		)	(1,662		)	—			(35,007		)
Net income (loss)	22,505			(61,338		)	(999		)	—			(39,832		)
Other comprehensive (loss)	(1,311		)	(1,974		)	(16,331		)	—			(19,616		)
Total comprehensive income (loss)	$	21,194		$	(63,312	)	$	(17,330	)	$	—		$	(59,448	)

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

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME:

	Three Months Ended December 31, 2013
	Parent			Guarantor  Subsidiaries		Non-Guarantor  Subsidiaries			Eliminations			Consolidated  Total
Net sales	$	—		$	860,029	$	56,446		$	(659	)	$	915,816
Operating costs and expenses:
Cost of sales	—			676,668		43,694			(659		)	719,703
Selling, general and administrative	4,915			49,353		6,561			—			60,829
Depreciation and amortization	670			40,755		2,678			—			44,103
Relocation costs	—			4,841		—			—			4,841
Pension settlement charges	1,561			—		—			—			1,561
	7,146			771,617		52,933			(659		)	831,037
Operating (loss) income	(7,146		)	88,412		3,513			—			84,779
Intercompany interest and charges	(54,402		)	52,359		2,043			—			—
Interest expense and other	29,862			1,346		(1,093		)	—			30,115
Income before income taxes	17,394			34,707		2,563			—			54,664
Income tax expense	4,491			14,162		618			—			19,271
Net income	12,903			20,545		1,945			—			35,393
Other comprehensive income (loss)	1,900			75,731		(2,392		)	—			75,239
Total comprehensive income (loss)	$	14,803		$	96,276	$	(447	)	$	—		$	110,632

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

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME:

	Nine Months Ended December 31, 2014
	Parent			Guarantor  Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations			Consolidated  Total
Net sales	$	—		$	2,590,724		$	233,839		$	(16,119	)	$	2,808,444
Operating costs and expenses:
Cost of sales	—			2,141,533			198,817			(16,119		)	2,324,231
Selling, general and administrative	33,405			146,886			25,093			—			205,384
Depreciation and amortization	1,870			103,545			10,958			—			116,373
Relocation costs	—			3,193			—			—			3,193
Gain on legal settlement, net of expenses	(134,693		)	—			—			—			(134,693		)
	(99,418		)	2,395,157			234,868			(16,119		)	2,514,488
Operating income (loss)	99,418			195,567			(1,029		)	—			293,956
Intercompany interest and charges	(156,650		)	150,218			6,432			—			—
Interest expense and other	71,499			6,900			(7,079		)	—			71,320
Income before income taxes	184,569			38,449			(382		)	—			222,636
Income tax expense (benefit)	53,702			16,059			(2,983		)	—			66,778
Net income	130,867			22,390			2,601			—			155,858
Other comprehensive loss	(1,395		)	(5,473		)	(25,954		)	—			(32,822		)
Total comprehensive income (loss)	$	129,472		$	16,917		$	(23,353	)	$	—		$	123,036

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

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME:

	Nine Months Ended December 31, 2013
	Parent			Guarantor  Subsidiaries		Non-Guarantor  Subsidiaries			Eliminations			Consolidated  Total
Net sales	$	—		$	2,687,881	$	142,166		$	(3,203	)	$	2,826,844
Operating costs and expenses:
Cost of sales	—			2,081,123		109,572			(3,203		)	2,187,492
Selling, general and administrative	18,406			154,103		18,620			—			191,129
Depreciation and amortization	2,092			111,815		6,374			—			120,281
Relocation costs	7,285			—		—			—			7,285
Pension settlement charges	1,561			—		—			—			1,561
	29,344			2,347,041		134,566			(3,203		)	2,507,748
Operating (loss) income	(29,344		)	340,840		7,600			—			319,096
Intercompany interest and charges	(165,147		)	160,890		4,257			—			—
Interest expense and other	67,814			4,910		(2,578		)	—			70,146
Income before income taxes	67,989			175,040		5,921			—			248,950
Income tax expense	16,024			67,882		1,092			—			84,998
Net income	51,965			107,158		4,829			—			163,952
Other comprehensive income	1,900			77,604		378			—			79,882
Total comprehensive income	$	53,865		$	184,762	$	5,207		$	—		$	243,834

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

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:

	Nine Months Ended December 31, 2014
	Parent			Guarantor  Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations			Consolidated  Total
Net income	$	130,867		$	22,390		$	2,601		$	—		$	155,858
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities	(229,295		)	338,153			32,114			13,134			154,106
Net cash (used in) provided by operating activities	(98,428		)	360,543			34,715			13,134			309,964
Capital expenditures	(854		)	(70,014		)	(14,302		)	—			(85,170		)
Reimbursed capital expenditures	—			553			—			—			553
Proceeds from sale of assets	—			1,789			78			—			1,867
Acquisitions, net of cash acquired	—			116,044			(77,962		)	—			38,082
Net cash (used in) provided by investing activities	(854		)	48,372			(92,186		)	—			(44,668		)
Net increase in revolving credit facility	17,607			—			—			—			17,607
Proceeds on issuance of debt	300,000			28,912			65,600			—			394,512
Retirements and repayments of debt	(396,477		)	(15,507		)	(129,900		)	—			(541,884		)
Purchase of common stock	(114,634		)	—			—			—			(114,634		)
Payments of deferred financing costs	(5,859		)	—			—			—			(5,859		)
Dividends paid	(6,122		)	—			—			—			(6,122		)
Repayment of governmental grant	—			(3,198		)	—			—			(3,198		)
Repurchase of restricted shares for minimum tax obligation	(673		)	—			—			—			(673		)
Proceeds from exercise of stock options, including excess tax benefit	388			—			—			—			388
Intercompany financing and advances	302,853			(418,857		)	129,138			(13,134		)	—
Net cash provided by (used in) financing activities	97,083			(408,650		)	64,838			(13,134		)	(259,863		)
Effect of exchange rate changes on cash	—			—			(250		)	—			(250		)
Net change in cash and cash equivalents	(2,199		)	265			7,117			—			5,183
Cash and cash equivalents at beginning of period	2,820			1,149			25,029			—			28,998
Cash and cash equivalents at end of period	$	621		$	1,414		$	32,146		$	—		$	34,181

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

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:

	Nine Months Ended December 31, 2013
	Parent			Guarantor  Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations			Consolidated  Total
Net income	$	51,965		$	107,158		$	4,829		$	—		$	163,952
Adjustments to reconcile net income to net cash provided by (used in) operating activities	23,340			(199,278		)	48,496			(3,166		)	(130,608		)
Net cash provided by (used in) operating activities	75,305			(92,120		)	53,325			(3,166		)	33,344
Capital expenditures	(2,252		)	(151,356		)	(8,189		)	—			(161,797		)
Reimbursed capital expenditures	—			9,086			—			—			9,086
Proceeds from sale of assets	—			11,758			15			—			11,773
Acquisitions, net of cash acquired	—			(6,505		)	(87,951		)	—			(94,456		)
Net cash used in investing activities	(2,252		)	(137,017		)	(96,125		)	—			(235,394		)
Net increase in revolving credit facility	178,460			—			—			—			178,460
Proceeds on issuance of debt	375,000			27,145			33,700			—			435,845
Retirements and repayments of debt	(270,944		)	(22,810		)	(116,415		)	—			(410,169		)
Payments of deferred financing costs	(3,287		)	—			—			—			(3,287		)
Dividends paid	(6,246		)	—			—			—			(6,246		)
Withholding of restricted shares for minimum tax obligation	(2,726		)	—			—			—			(2,726		)
Proceeds from government grant	—			256			—			—			256
Proceeds from exercise of stock options, including excess tax benefit	329			—			—			—			329
Intercompany financing and advances	(343,932		)	223,519			117,247			3,166			—
Net cash (used in) provided by financing activities	(73,346		)	228,110			34,532			3,166			192,462
Effect of exchange rate changes on cash	—			—			2,966			—			2,966
Net change in cash and cash equivalents	(293		)	(1,027		)	(5,302		)	—			(6,622		)
Cash and cash equivalents at beginning of period	3,110			1,537			27,390			—			32,037
Cash and cash equivalents at end of period	$	2,817		$	510		$	22,088		$	—		$	25,415

XML

ACQUISITIONS (Tables)

9 Months Ended

Dec. 31, 2014

Business Acquisition [Line Items]

Business Acquisition, Pro Forma Information [Table Text Block]

	Three Months Ended December 31,					Nine Months Ended December 31,
	2014			2013		2014		2013
Net Sales	$	917,417		$	969,733	$	2,859,381	$	3,008,865
Net (loss) income	(39,832		)	35,839		157,880		166,290
(Loss) earnings per share—basic	$	(0.79	)	$	0.69	$	3.09	$	3.23
(Loss) earnings per share—diluted	$	(0.79	)	$	0.68	$	3.08	$	3.15

	For the Three Months Ended December 31, 2014		For the Nine Months Ended December 31, 2014
Net Sales	$	69,644	$	137,860
Operating Income	7,895		15,115

NAAS [Member]

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

Accordingly, the amounts below report the Company's best estimate of fair value based on the information available at this time:

	October 17, 2014
Cash	$	803
Accounts receivable	5,487
Inventory	866
Property and equipment	197
Goodwill	24,686
Intangible assets	17,000
Other assets	363
Total assets	$	49,402
Accounts payable	$	232
Accrued expenses	935
Other noncurrent liabilities	3,548
Total liabilities	$	4,715

GEActuation [Member]

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

	June 27, 2014
Cash	$	4,608
Accounts receivable	35,579
Inventory	48,560
Property and equipment	33,965
Goodwill	177,892
Intangible assets	17,494
Deferred taxes	45,378
Other assets	2,022
Total assets	$	365,498
Accounts payable	$	17,644
Accrued expenses	26,483
Acquired contract liabilities	249,862
Total liabilities	$	293,989

General Donlee [Member]

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

	October 4, 2013
Accounts receivable	$	10,573
Inventory	15,645
Prepaid expenses and other	184
Property and equipment	31,952
Goodwill	46,528
Intangibles assets	24,596
Total assets	$	129,478
Accounts payable	$	2,841
Accrued expenses	3,620
Deferred taxes	11,439
Debt	54,956
Total liabilities	$	72,856

Primus Corporation [Member]

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

	May 6, 2013
Cash	$	2,201
Accounts receivable	17,392
Inventory	21,053
Prepaid expenses and other	883
Property and equipment	28,457
Goodwill	29,138
Intangibles assets	3,514
Other noncurrent assets	13,138
Total assets	$	115,776
Accounts payable	$	10,027
Accrued expenses	15,939
Other noncurrent liabilities	26,280
Total liabilities	$	52,246

XML

EARNINGS PER SHARE (Details) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
Earnings Per Share [Abstract]
Weighted-average common shares outstanding-basic (in shares)	50,643	52,024	51,114	51,548
Net effect of dilutive stock options (in shares)	0	256	172	267
Potential common shares - convertible debt (in shares)	0	526	57	983
Weighted average common shares outstanding - diluted (in shares)	50,643	52,806	51,343	52,798

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Product Warranty (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Dec. 31, 2014	Mar. 31, 2014
Product Warranties [Abstract]
Standard Product Warranty Description	3
Extended Product Warranty Description	20
Product Warranty Accrual	$ 32,402	$ 25,651

XML

Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
Prior service credit, net of taxes of $0 and ($7,023) for the three months ended and $0 and ($7,023) for the nine months ended	$ 0	$ (11,695)	$ 0	$ (11,695)
Actuarial (loss) gain, net of taxes $0 and $51,824 for the three months ended and $0 and $51,824 for the nine months ended	0	86,296	0	86,296
Net Income (Loss) Attributable to Parent	(39,832)	35,393	155,858	163,952
Other Comprehensive Income (Loss), Net of Tax [Abstract]
Foreign currency translation adjustment	(16,331)		(25,954)	378
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax	0	2,831	0	8,493
Other Comprehensive Income (Loss), Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service (Cost) Credit, Net of Tax	(1,533)	(1,759)	(4,599)	(5,277)
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax, Portion Attributable to Parent	(1,533)	75,673	(4,599)	77,817
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax	(1,732)	1,961	(2,182)	1,726
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax	(20)	(3)	(87)	(39)
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax	(1,752)	1,958	(2,269)	1,687
Other Comprehensive Income (Loss), Net of Tax	(19,616)	75,239	(32,822)	79,882
Total comprehensive income	$ (59,448)	$ 110,632	$ 123,036	$ 243,834

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Dec. 31, 2014

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 Recognition - Construction-Type and Production-Type Contracts topic of the ASC 605-35 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 Revenue Recognition - 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 Revenue Recognition - Construction-Type and Production-Type Contracts topic.

For the three months ended December 31, 2014, cumulative catch-up adjustments from changes in estimates, inclusive of a provision for forward losses as discussed below, decreased operating income, net income and earnings per share by approximately $(154,268), $(82,107) and $(1.62) net of tax, respectively. The cumulative catch-up adjustments to operating income for the three months ended December 31, 2014 included gross favorable adjustments of approximately $5,325 and gross unfavorable adjustments of approximately $(159,593). For the nine months ended December 31, 2014, cumulative catch-up adjustments from changes in estimates, inclusive of a provision for forward losses as discussed below, decreased operating income, net income and earnings per share by approximately $(158,169), $(110,727) and $(2.16) net of tax, respectively. The cumulative catch-up adjustments to operating income for the nine months ended December 31, 2014 included gross favorable adjustments of approximately $4,769 and gross unfavorable adjustments of approximately $(162,938). For the three months ended December 31, 2013, cumulative catch-up adjustments from changes in estimates decreased operating income, net income and earnings per share by approximately $(21,339), $(13,816) and $(0.26) net of tax, respectively. For the nine months ended December 31, 2013, cumulative catch-up adjustments from changes in estimates decreased operating income, net income and earnings per share by approximately $(36,961), $(24,342) and $(0.46) 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.

During the quarter ended December 31, 2014, the Company recognized a provision for forward losses of $151,992 associated with the Company's long-term contract on the 747-8 program. These forward losses are largely due to changes in future estimated production rates, labor and overhead costs, pension income and expedited delivery charges.

• In December 2014, our customer, The Boeing Company (“Boeing”), announced a future production rate reduction for the 747-8 program from 1.5 shipsets per month to 1.3 shipsets per month. This production rate cut will result in additional future disruption and overhead cost absorption across our related production facilities.

• While the Company has experienced improvements in labor performance metrics on our work associated with the 747-8 program in recent quarters, the Company has not recovered to the levels previously experienced or as quickly as expected, and no longer believes that the Company can recover to the level required to avoid future losses. The Company's increased labor assumptions will also result in increased overhead cost absorption to the 747-8 program.

• In October 2014, the Society of Actuaries released updated mortality tables to reflect recent improvements in longevity. The mortality tables are a key assumption in the valuation of our defined benefit obligations and related net period pension benefit income. These new mortality tables will lower estimated future pension benefit income amounts, thereby negatively impacting our future cost estimates associated with the 747-8 program.

• Although the Company has made significant improvements on the quality and timeliness of deliveries as compared to the prior year, the Company continues to incur charges related to expedited delivery and have included estimates for additional costs in the future.

While the Company has recently recognized a provision for forward losses, there is still risk similar to what the Company has experienced on the 747-8 program. In particular, the Company's ability to manage risks related to supplier performance, execution of cost reduction strategies, hiring and retaining skilled production and management personnel, quality and manufacturing execution, program schedule delays and many other risks, will determine the ultimate performance of these programs.

Included in net sales of the Aerostructures and Aerospace Systems group is the non-cash amortization of acquired contract liabilities recognized as fair value adjustments through purchase accounting from various acquisitions. For the three months ended December 31, 2014 and 2013, the Company recognized $15,501 and $14,258, respectively, into net sales in the accompanying Condensed Consolidated Statements of Income. For the nine months ended December 31, 2014 and 2013, the Company recognized $39,332 and $34,373, respectively, into net sales in the accompanying Condensed 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 Boeing (representing commercial, military and space) represented approximately 25% and 32% of total trade accounts receivable as of December 31, 2014 and March 31, 2014, respectively. The Company had no other concentrations of credit risk of more than 10%. Sales to Boeing for the nine months ended December 31, 2014 were $1,219,324, or 43% of net sales, of which $1,084,777, $111,173 and $23,374 were from the Aerostructures segment, the Aerospace Systems segment and Aftermarket Services segment, respectively. Sales to Boeing for the nine months ended December 31, 2013 were $1,289,201, or 46% of net sales, of which $1,205,887, $64,202 and $19,112 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 December 31, 2014 and 2013 was $403 and $1,432, respectively. Stock-based compensation expense for the nine months ended December 31, 2014 and 2013 was $1,208 and $3,695, 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:

	December 31, 2014
	Weighted- Average Life	Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships	16.2	$	681,292	$	(168,474	)	$	512,818
Product rights, technology and licenses	11.7	52,405		(32,015		)	20,390
Non-compete agreements and other	15.9	2,929		(509		)	2,420
Tradenames	Indefinite-lived	438,400		—			438,400
Total intangibles, net		$	1,175,026	$	(200,998	)	$	974,028

	March 31, 2014
	Weighted- Average Life	Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships	16.7	$	650,199	$	(136,970	)	$	513,229
Product rights, technology and licenses	11.7	52,405		(28,437		)	23,968
Non-compete agreements and other	13.6	3,679		(1,105		)	2,574
Tradenames	Indefinite-lived	438,400		—			438,400
Total intangibles, net		$	1,144,683	$	(166,512	)	$	978,171

Amortization expense for the three months ended December 31, 2014 and 2013 was $12,158 and $12,402, respectively. Amortization expense for the nine months ended December 31, 2014 and 2013 was $35,638 and $34,552, respectively.

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. When determining fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and also considers assumptions that market participants would use when pricing an asset or liability. The fair value hierarchy has three levels of inputs that may be used to measure fair value: Level 1—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; and Level 3—Unobservable inputs for the asset or liability. The Company has applied fair value measurements to its interest rate swap (see Note 6).

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 warranty reserves as of December 31, 2014 and March 31, 2014, were $32,402 and $25,651, respectively.

Supplemental Cash Flow Information

The Company received $23,666 for income tax refunds, net of payments, for the nine months ended December 31, 2014. The Company paid $2,329 for income taxes, net of refunds received, for the nine months ended December 31, 2013. The Company made interest payments of $76,188 and $60,202 for the nine months ended December 31, 2014 and 2013, respectively.

During the nine months ended December 31, 2014 and 2013, the Company financed $52 and $36, respectively, of property and equipment additions through capital leases. During the nine months ended December 31, 2013, the Company issued 2,272,019 shares, in connection with certain conversions of convertible senior subordinated notes (see Note 6).

During the nine months ended December 31, 2014, under the existing stock repurchase program, the Company repurchased 1,723,011 shares for $114,634. As a result, as of December 31, 2014, the Company remains able to purchase an additional 3,477,789 shares under the existing stock repurchase program.

XML

COMMITMENTS AND CONTINGENCIES Litigation Settlement (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
Loss Contingencies [Line Items]
Litigation Settlement, Amount			$ 135,300
Gain (Loss) Related to Litigation Settlement	$ 0	$ 0	$ 134,693	$ 0

XML

INVENTORIES (Tables)

9 Months Ended

Dec. 31, 2014

Inventory Disclosure [Abstract]

Schedule of components of inventories

	December 31, 2014			March 31, 2014
Raw materials	$	85,192		$	106,552
Work-in-process, including manufactured and purchased components	1,254,134			1,102,626
Finished goods	124,093			67,608
Less: unliquidated progress payments	(174,855		)	(165,019		)
Total inventories	$	1,288,564		$	1,111,767

XML

Intangibles (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Mar. 31, 2014
Intangible Assets
Accumulated Amortization	$ (200,998)		$ (200,998)		$ (166,512)
Total intangibles, gross	1,175,026		1,175,026		1,144,683
Total intangibles, net	974,028		974,028		978,171
Amortization expense	12,158	12,402	35,638	34,552
Customer relationships
Intangible Assets
Weighted-Average Life (in years)			16 years 2 months		16 years 8 months
Gross Carrying Amount	681,292		681,292		650,199
Accumulated Amortization	(168,474)		(168,474)		(136,970)
Finite-lived intangible assets, net	512,818		512,818		513,229
Product rights and licenses
Intangible Assets
Weighted-Average Life (in years)			11 years 8 months	11 years 8 months
Gross Carrying Amount	52,405		52,405		52,405
Accumulated Amortization	(32,015)		(32,015)		(28,437)
Finite-lived intangible assets, net	20,390		20,390		23,968
Non-compete agreements and other
Intangible Assets
Weighted-Average Life (in years)			15 years 11 months		13 years 7 months
Gross Carrying Amount	2,929		2,929		3,679
Accumulated Amortization	(509)		(509)		(1,105)
Finite-lived intangible assets, net	2,420		2,420		2,574
Tradename
Intangible Assets
Accumulated Amortization	0		0		0
Finite-lived intangible assets, net	438,400		438,400		438,400
Indefinite-lived intangible assets, net	$ 438,400		$ 438,400		$ 438,400

XML

SEGMENTS

9 Months Ended

Dec. 31, 2014

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 a gain on legal settlement, net of expenses, of $134,693 for the nine months ended December 31, 2014.

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:

12.     SEGMENTS (Continued)

	Three Months Ended December 31,						Nine Months Ended December 31,
	2014			2013			2014			2013
Net sales:
Aerostructures	$	559,465		$	637,202		$	1,803,400		$	1,979,839
Aerospace systems	279,198			211,402			787,951			636,411
Aftermarket services	80,690			69,556			222,641			216,880
Elimination of inter-segment sales	(1,936		)	(2,344		)	(5,548		)	(6,286		)
	$	917,417		$	915,816		$	2,808,444		$	2,826,844
(Loss) income before income taxes:
Operating income (expense):
Aerostructures	$	(102,461	)	$	53,973		$	40,634		$	218,784
Aerospace systems	41,863			32,504			125,430			106,887
Aftermarket services	12,490			9,297			34,614			30,678
Corporate	(13,158		)	(10,995		)	93,278			(37,253		)
	(61,266		)	84,779			293,956			319,096
Interest expense and other	13,573			30,115			71,320			70,146
	$	(74,839	)	$	54,664		$	222,636		$	248,950
Depreciation and amortization:
Aerostructures	$	24,947		$	30,207		$	74,692		$	83,002
Aerospace systems	11,363			10,823			32,027			27,911
Aftermarket services	2,334			1,862			6,137			5,603
Corporate	1,164			1,211			3,517			3,765
	$	39,808		$	44,103		$	116,373		$	120,281
Amortization of acquired contract liabilities, net:
Aerostructures	$	4,411		$	8,380		$	14,311		$	20,135
Aerospace systems	11,090			5,878			25,021			14,238
	$	15,501		$	14,258		$	39,332		$	34,373
Adjusted EBITDA:
Aerostructures	$	(81,925	)	$	75,800		$	101,015		$	281,651
Aerospace systems	42,136			37,449			132,436			120,560
Aftermarket services	14,824			11,159			40,751			36,281
Corporate	(11,994		)	(8,223		)	(37,898		)	(31,927		)
	$	(36,959	)	$	116,185		$	236,304		$	406,565
Capital expenditures:
Aerostructures	$	15,589		$	33,662		$	53,965		$	132,205
Aerospace systems	8,301			5,714			24,552			15,989
Aftermarket services	1,392			2,728			5,425			10,795
Corporate	814			429			1,228			2,808
	$	26,096		$	42,533		$	85,170		$	161,797

12.     SEGMENTS (Continued)

	December 31, 2014		March 31, 2014
Total Assets:
Aerostructures	$	4,059,117	$	3,880,645
Aerospace systems	1,476,827		1,255,136
Aftermarket services	377,710		316,643
Corporate	61,419		100,962
	$	5,975,073	$	5,553,386

During the three months ended December 31, 2014 and 2013, the Company had international sales of $183,009 and $160,812, respectively. During the nine months ended December 31, 2014 and 2013, the Company had international sales of $534,641 and $457,049, respectively.