0001021162-15-000031.txt : 20151028 0001021162-15-000031.hdr.sgml : 20151028 20151028143408 ACCESSION NUMBER: 0001021162-15-000031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20151028 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20151028 DATE AS OF CHANGE: 20151028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIUMPH GROUP INC CENTRAL INDEX KEY: 0001021162 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT & PARTS [3720] IRS NUMBER: 510347963 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12235 FILM NUMBER: 151179955 BUSINESS ADDRESS: STREET 1: 899 CASSATT ROAD STREET 2: SUITE 210 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 899 CASSATT ROAD STREET 2: SUITE 210 CITY: BERWYN STATE: PA ZIP: 19312 FORMER COMPANY: FORMER CONFORMED NAME: TRIUMPH GROUP INC / DATE OF NAME CHANGE: 19960819 8-K 1 form8-kq2fy16earningsrelea.htm 8-K - DATED 10/28/2015 8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): October 28, 2015
 
TRIUMPH GROUP, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
1-12235
 
51-0347963
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(IRS Employer Identification
No.)
 
 
 
 
 
899 Cassatt Road, Suite 210
 
19312
Berwyn, Pennsylvania
 
(Zip Code)
(Address of principal executive offices)
 
 
 
(610) 251-1000
(Registrant's telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report.)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 2.02
 
Results of Operations and Financial Condition.
 
On October 28, 2015, Triumph Group, Inc. issued a press release announcing its financial results for the fiscal quarter ended September 30, 2015, and conducted a conference call to further discuss the financial results.  The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On the conference call, in addition to reviewing the information contained in the press release, the executive officers also provided the following financial information:
 
For the fiscal quarter ended September 30, 2015, sales mix was as follows: commercial was 57% (compared to 59% in the prior year period), military was 21% (compared to 27% in the prior year period), business jets were 18% (compared to 10% in the prior year period), regional jets were 2% (same as the prior year period) and non-aviation was 2% (same as the prior year period).
 
The top ten programs represented in the Aerostructures Group backlog were the Gulfstream, 747, 777, 767/Tanker, A330/A340, 787, C-17, 737, Bombardier Global 7000/8000 and V-22 programs, respectively.
The top ten programs represented in the Aerospace Systems Group backlog were the A320/A321, 737, 787, V-22, A380, 777, Bell Helicopter 429, Sikorsky UH60, CH-47 and C-130 programs, respectively.
 
For the fiscal quarter ended September 30, 2015, The Boeing Company (commercial, military and space) accounted for 39.3% of net sales and Gulfstream accounted for 13.2% of net sales.
 
Same store sales for the fiscal quarter ended September 30, 2015 decreased 12% over the prior year period.  Aerostructures same store sales for the fiscal quarter ended September 30, 2015 were $527.5 million, a decrease of 17% over the prior year period.  Aerospace Systems same store sales for the fiscal quarter ended September 30, 2015 were $280.2 million, a decrease of 3% over the prior year period. Aftermarket Services same store sales for the fiscal quarter ended September 30, 2015 were $66.1 million, a decrease of 11% over the prior year period.
For the fiscal quarter ended September 30, 2015, OEM sales represented 85% of net sales (compared to 84% in the prior year period), Aftermarket sales represented 14% of net sales (same as the prior year period), and Other represented 1% of net sales (compared to 2% in the prior year period).
 
Export sales for the fiscal quarter ended September 30, 2015 were $188.3 million, a decrease of 2% over the comparable prior year period.
Aftermarket sales represented 17.3% of revenue in Aerospace Systems for the fiscal quarter ended September 30, 2015, compared to 18.8% in the prior year period.





The information in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
 
Item 9.01
 
Financial Statements and Exhibits.
 
 
 
(d)       
 
Exhibits.
 
Exhibit No.
 
Description
 
 
 
99.1
 
Press release dated October 28, 2015



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date:
October 28, 2015
TRIUMPH GROUP, INC.
 
 
 
 
 
 
By:
/s/ Thomas A. Quigley, III
 
 
 
Thomas A. Quigley, III
 
 
 
Vice President and Controller









TRIUMPH GROUP, INC.
CURRENT REPORT ON FORM 8-K
EXHIBIT INDEX

Exhibit No.
 
Description
 
 
 
99.1
 
Press release dated October 28, 2015



EX-99.1 2 exhibit991q2fy16.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1
    

NEWS RELEASE                     
Contact:
Sheila Spagnolo
Vice President - Tax & Investor Relations
Phone (610) 251-1000
sspagnolo@triumphgroup.com


TRIUMPH GROUP REPORTS
SECOND QUARTER FISCAL 2016 RESULTS


Net sales for second quarter fiscal year 2016 were $954.8 million

Operating income for second quarter fiscal year 2016 was $110.0 million and included a charge of $5.4 million related to a facility consolidation in the Aerospace Systems Group. Excluding this charge, operating income was $115.4 million, reflecting an operating margin of 12%

Net income for second quarter fiscal year 2016 was $61.6 million, or $1.25 per diluted share. Excluding the facility consolidation charge noted above, earnings per share were $1.32 per diluted share

Cash flow utilization from operations for second quarter fiscal year 2016 was $30.1 million

BERWYN, Pa. - October 28, 2015 - Triumph Group, Inc. (NYSE: TGI) today reported financial results for its second quarter of fiscal year 2016, which ended September 30, 2015.

“Triumph’s adjusted second quarter earnings were in line with our expectations. The Aerospace Systems Group and the Aftermarket Services Group sustained strong operating margins in spite of a decline in sales. Operating results in our Aerostructures segment were consistent with our expectations as we continued to focus on improving execution and expanding margins. The Gulfstream wing programs are progressing well with improved labor and quality performance and cash burn lower than anticipated,” said Richard C. Ill, Triumph’s President and Chief Executive Officer. “We continue to rebalance our portfolio and evaluate opportunities to enhance competitiveness and profitability of all three business segments. Our recent acquisition of Fairchild Controls Corporation extends our capabilities in the Aerospace Systems Group, enhances the growth profile and complements our very strong product portfolio. In addition, we strengthened our long-term relationship with Airbus by securing a five year contract to provide maintenance and repair services for the A320 and A330/340 programs in the Asia Pacific region.”



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Mr. Ill continued, “We are maintaining our fiscal year 2016 revenue and earnings per share guidance and are confident in our ability to realize our tactical goals of optimizing our internal supply chain, enhancing sourcing practices, reducing discretionary spending and capital expenditures and reducing personnel. A new centrally led supply chain operating structure is already identifying efficiencies and eliminating redundancies, and the company is maintaining a lean approach to leverage the resources and reach of the Triumph enterprise. During the quarter, we identified additional facilities that could potentially be consolidated or materially downsized. Our work continues on both the strategic and tactical fronts.”

For the fiscal second quarter of 2016, net sales were $954.8 million, a four percent decrease compared to fiscal second quarter 2015 net sales of $994.1 million. Organic sales for the quarter decreased twelve percent primarily due to production rate reductions on key Aerostructures programs.

Net income for the second quarter of fiscal year 2016 was $61.6 million, or $1.25 per diluted share, compared to $67.4 million, or $1.32 per diluted share, for the second quarter of the prior fiscal year. The quarter’s results included a one-time charge of approximately $5.4 million pre-tax ($0.07 per diluted share) related to a facility consolidation in the Aerospace Systems Group as a result of the ongoing business review. Excluding this charge, net income for the second quarter of fiscal year 2016 was $65.1 million, or $1.32 per diluted share. The prior fiscal year’s quarter included non-recurring costs totaling $7.8 million pre-tax ($0.10 per diluted share). Excluding these costs, earnings per share for the prior fiscal year quarter were $1.42 per diluted share. The number of shares used in computing diluted earnings per share for the second quarter of fiscal year 2016 was 49.3 million shares.

For the quarter ended September 30, 2015, cash flow utilization from operations was $30.1 million, which reflected resolution of a supplier dispute, continued spend on key development programs and short-term growth in working capital.

Net sales for the first six months of fiscal year 2016 were $1.914 billion, a one percent increase from net sales of $1.891 billion for the comparable period of the last fiscal year. Net income for the first six months of fiscal year 2016 was $124.3 million, or $2.52 per diluted share, versus $195.7 million, or $3.79 per diluted share, in the prior year period. The year-to-date results included the facility consolidation costs mentioned above as well as a pension curtailment charge. Excluding these items totaling $8.2 million pre-tax ($0.11 per diluted share), net income for the first six months of fiscal year 2016 was $129.7 million, or $2.63 per diluted share.

During the six months ended September 30, 2015, cash flow utilization from operations was $178.5 million.

Segment Results

Aerostructures

The Aerostructures segment reported net sales of $604.9 million in the second quarter of fiscal year 2016 compared to $632.5 million in the prior fiscal year period. Organic sales for the quarter declined seventeen percent primarily due to decreased production on the C-17, 747-8 and A330 programs.


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Operating income for the second quarter of fiscal year 2016 was $67.1 million, compared to operating income of $70.0 million for the prior year period. The segment’s operating results for the quarter included a net unfavorable cumulative catch-up adjustment on long-term contracts of $6.8 million. The segment’s operating margin for the quarter was eleven percent. Excluding the 747-8 program, the segment’s operating margin for the quarter was twelve percent. Under the current production schedule, the 747-8 program is expected to transition to Boeing in late 2018/early 2019.

Aerospace Systems

The Aerospace Systems segment reported net sales of $280.2 million in the second quarter of fiscal year 2016 compared to $288.9 million in the prior year period, a decrease of three percent, all of which was organic. This decrease was primarily due to lower aftermarket sales, order timing on certain military programs and slower commercial rotorcraft demand. Operating income for the second quarter of fiscal year 2016 was $46.1 million compared to $46.2 million for the prior year period and reflected an operating margin of sixteen percent. The segment’s operating results for the quarter included a charge of approximately $5.4 million related to a facility consolidation action. Excluding this charge, the segment’s operating margin was eighteen percent.

Aftermarket Services

The Aftermarket Services segment reported net sales in the second quarter of fiscal year 2016 of $73.8 million compared to $74.3 million in the prior year period. Organic sales for the quarter declined eleven percent primarily due to decreased demand on commercial aircraft. Operating income for the second quarter of fiscal year 2016 was $9.1 million compared to $11.6 million for the prior year period, reflecting an operating margin of twelve percent. The segment’s operating results for the quarter included expenses associated with a customer bankruptcy of approximately $1.1 million.

Outlook

Based on current aircraft production rates, the company reaffirmed its fiscal year 2016 revenue guidance of $3.9 to $4.0 billion and maintained its full year earnings per share guidance of $5.50 to $5.75 per diluted share, excluding facility consolidation costs and the pension curtailment charge. This guidance does not include additional costs associated with strategic actions that may be taken as a result of the
comprehensive business review. Cash available for debt reduction, acquisitions and share repurchases for fiscal year 2016 is now expected to be in the range of $25.0 to $50.0 million and reflects the timing of payments on the Bombardier Global 7000/8000 program, higher than anticipated spend on key development programs and the second quarter resolution of a supplier dispute.

Conference Call

Triumph Group will hold a conference call today, October 28th at 8:30 a.m. (ET) to discuss the second quarter fiscal year 2016 results. The conference call will be available live and archived on the company’s website at http://www.triumphgroup.com. A slide presentation will be included with the audio portion of the webcast. An audio replay will be available from October 28th to November 4th by calling (888) 266-2081 (Domestic) or (703) 925-2533 (International), passcode #1664229.


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About Triumph Group

Triumph Group, Inc., headquartered in Berwyn, Pennsylvania, 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.

More information about Triumph can be found on the company’s website at www.triumphgroup.com.

Statements in this release which are not historical facts are forward-looking statements under the provisions of the Private Securities Litigation Reform Act of 1995, including statements of expectations of or assumptions about financial and operational performance, expected sales, earnings per share and cash flow, operational efficiencies and effects of the acquisition. All forward-looking statements involve risks and uncertainties which could affect the company’s actual results and could cause its actual results to differ materially from those expressed in any forward looking statements made by, or on behalf of, the company. Further information regarding the important factors that could cause actual results to differ from projected results can be found in Triumph Group’s reports filed with the SEC, including our Annual Report on Form 10-K for the fiscal year ended March 31, 2015.

FINANCIAL DATA (UNAUDITED) ON FOLLOWING PAGES


























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FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES
(in thousands, except per share data)

 
 
Three Months Ended
 
Six Months Ended
 
 
September 30,
 
September 30,
CONDENSED STATEMENTS OF INCOME
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
Net sales
 
$
954,774

 
$
994,123

 
$
1,914,412

 
$
1,891,028

 
 
 
 
 
 
 
 
 
Operating income
 
110,047

 
114,698

 
217,913

 
355,222

 
 
 
 
 
 
 
 
 
Interest expense and other
 
15,631

 
15,386

 
33,747

 
57,746

Income tax expense
 
32,804

 
31,866

 
59,823

 
101,786

 
 
 
 
 
 
 
 
 
Net income
 
$
61,612

 
$
67,446

 
$
124,343

 
$
195,690

 
 
 
 
 
 
 
 
 
Earnings per share - basic:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
$
1.25

 
$
1.32

 
$
2.53

 
$
3.81

 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding - basic
 
49,219

 
51,015

 
49,208

 
51,351

 
 
 
 
 
 
 
 
 
Earnings per share - diluted:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
$
1.25

 
$
1.32

 
$
2.52

 
$
3.79

 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding - diluted
 
49,308

 
51,169

 
49,311

 
51,627

 
 
 
 
 
 
 
 
 
Dividends declared and paid per common share
 
$
0.04

 
$
0.04

 
$
0.08

 
$
0.08




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(Continued)
 FINANCIAL DATA (UNAUDITED)
 
TRIUMPH GROUP, INC. AND SUBSIDIARIES
(dollars in thousands, except share data)
 
BALANCE SHEET
 
Unaudited
 
Audited
 
 
September 30,
 
March 31,
 
 
2015
 
2015
Assets
 
 
 
 
Cash and cash equivalents
 
$
39,089

 
$
32,617

Accounts receivable, net
 
540,902

 
521,601

Inventories, net of unliquidated progress payments of $138,696 and $189,923
 
1,556,487

 
1,280,274

Rotable assets
 
52,335

 
48,820

Deferred income taxes
 
73,823

 
145,352

Prepaid and other current assets
 
28,775

 
23,069

   Current assets
 
2,291,411

 
2,051,733

 
 
 
 
 
Property and equipment, net
 
914,304

 
950,734

Goodwill
 
2,022,820

 
2,019,225

Intangible assets, net
 
934,108

 
966,365

Other, net
 
109,928

 
107,997

 
 
 
 
 
Total assets
 
$
6,272,571

 
$
6,096,054

 
 
 
 
 
Liabilities & Stockholders' Equity
 
 
 
 
Current portion of long-term debt
 
$
43,048

 
$
42,255

Accounts payable
 
399,927

 
429,134

Accrued expenses
 
404,273

 
411,848

 
 
847,248

 
883,237

 
 
 
 
 
Long-term debt, less current portion
 
1,556,647

 
1,326,345

Accrued pension and post-retirement benefits, noncurrent
 
492,433

 
538,381

Deferred income taxes, noncurrent
 
401,396

 
410,543

Other noncurrent liabilities
 
717,465

 
801,764

 
 
 
 
 
Stockholders' Equity:
 
 
 
 
Common stock, $.001 par value, 100,000,000 shares authorized, 52,460,920 and 52,460,920 shares issued; 49,307,138 and 49,273,053 shares outstanding
 
51

 
51

Capital in excess of par value
 
849,847

 
851,940

Treasury stock, at cost, 3,153,782 and 3,187,867 shares
 
(200,457
)
 
(203,514
)
Accumulated other comprehensive loss
 
(198,677
)
 
(198,910
)
Retained earnings
 
1,806,618

 
1,686,217

Total stockholders' equity
 
2,257,382

 
2,135,784

 
 
 
 
 
Total liabilities and stockholders' equity
 
$
6,272,571

 
$
6,096,054

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(Continued)
 FINANCIAL DATA (UNAUDITED)
 
TRIUMPH GROUP, INC. AND SUBSIDIARIES
(dollars in thousands)
 
SEGMENT DATA
 
Three Months Ended
 
Six Months Ended
 
 
September 30,
 
September 30,
 
 
2015
 
2014
 
2015
 
2014
Net Sales:
 
 
 
 
 
 
 
 
   Aerostructures
 
$
604,874

 
$
632,510

 
$
1,216,711

 
$
1,244,670

   Aerospace Systems
 
280,155

 
288,902

 
557,803

 
508,754

   Aftermarket Services
 
73,777

 
74,343

 
148,522

 
141,951

   Elimination of inter-segment sales
 
(4,032
)
 
(1,632
)
 
(8,624
)
 
(4,347
)
 
 
$
954,774

 
$
994,123

 
$
1,914,412

 
$
1,891,028

 
 
 
 
 
 
 
 
 
Operating Income (Loss):
 
 
 
 
 
 
 
 
   Aerostructures
 
$
67,099

 
$
70,008

 
$
130,243

 
$
138,827

   Aerospace Systems
 
46,140

 
46,214

 
97,393

 
83,567

   Aftermarket Services
 
9,125

 
11,620

 
19,112

 
22,124

   Corporate
 
(12,317
)
 
(13,144
)
 
(28,835
)
 
110,704

 
 
$
110,047

 
$
114,698

 
$
217,913

 
$
355,222

 
 
 
 
 
 
 
 
 
Depreciation and Amortization:
 
 
 
 
 
 
 
 
   Aerostructures
 
$
25,506

 
$
25,314

 
$
54,225

 
$
50,835

   Aerospace Systems
 
14,251

 
11,147

 
26,205

 
20,665

   Aftermarket Services
 
2,428

 
1,926

 
4,890

 
3,803

   Corporate
 
390

 
627

 
789

 
1,262

 
 
$
42,575

 
$
39,014

 
$
86,109

 
$
76,565

 
 
 
 
 
 
 
 
 
Amortization of Acquired Contract Liabilities:
 
 
 
 
 
 
 
 
   Aerostructures
 
(20,393
)
 
(4,783
)
 
(44,990
)
 
(9,900
)
   Aerospace Systems
 
(10,011
)
 
(10,082
)
 
(20,512
)
 
(13,932
)
 
 
$
(30,404
)
 
$
(14,865
)
 
$
(65,502
)
 
$
(23,832
)
 
 
 
 
 
 
 
 
 
Capital Expenditures:
 
 
 
 
 
 
 
 
   Aerostructures
 
$
12,897

 
$
23,027

 
$
24,523

 
$
38,638

   Aerospace Systems
 
6,423

 
10,588

 
11,934

 
16,251

   Aftermarket Services
 
711

 
2,353

 
1,333

 
4,033

   Corporate
 
81

 
29

 
338

 
152

 
 
$
20,112

 
$
35,997

 
$
38,128

 
$
59,074






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(Continued)
 FINANCIAL DATA (UNAUDITED)
 
TRIUMPH GROUP, INC. AND SUBSIDIARIES
(dollars in thousands)
 
Non-GAAP Financial Measure Disclosures
 
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 net income before interest, income taxes, amortization of acquired contract liabilities, curtailments, settlements and early retirement incentives, legal settlements, depreciation and amortization. We disclose Adjusted EBITDA on a consolidated and an operating 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 net income. In calculating Adjusted EBITDA, we exclude from net income 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 net income set forth below,  in our earnings releases and in other filings with the SEC and to carefully review the GAAP financial information included as part of our Quarterly Reports on Form 10-Q and our Annual Reports on Form 10-K that are filed with the SEC, as well as our quarterly earnings releases, and compare the GAAP financial information with our Adjusted EBITDA.
 
Adjusted EBITDA is used by management to internally measure our operating and management performance and by investors as a supplemental financial measure to evaluate the performance of our business that, when viewed with our GAAP results and the accompanying reconciliation, we believe provides additional information that is useful to gain an understanding of the factors and trends affecting our business. We have spent more than 20 years expanding our product and service capabilities partially through acquisitions of complementary businesses. Due to the expansion of our operations, which included acquisitions, our net income 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 income and expenses, such as amortization of acquired contract liabilities, 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 net income to calculate Adjusted EBITDA and the material limitations associated with using this non-GAAP financial measure as compared to net income:
Legal settlements may be useful to investors to consider because they reflect gains or losses from disputes with third parties. We do not believe that these earnings necessarily reflect the current and ongoing cash earnings related to our operations.
Curtailments, settlements and early retirement incentives may be useful to investors to consider because it represents the current period impact of the change in defined benefit obligation due to the reduction in future service costs. We do not believe these charges (gains) necessarily reflect the current and ongoing cash earnings related to our operations.  
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(Continued)
FINANCIAL DATA (UNAUDITED)
 
TRIUMPH GROUP, INC. AND SUBSIDIARIES
(dollars in thousands)
 
Non-GAAP Financial Measure Disclosures (continued)

Amortization of acquired contract liabilities may be useful for investors to consider because it represents the non-cash earnings on the fair value of below market contracts acquired through acquisitions. We do not believe these earnings necessarily reflect the current and ongoing cash earnings related to our operations.

Amortization expenses 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 they generally represent 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.

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(Continued)
FINANCIAL DATA (UNAUDITED)
 
TRIUMPH GROUP, INC. AND SUBSIDIARIES
(dollars in thousands)


The following table shows our Adjusted EBITDA reconciled to our net income for the indicated periods (in thousands):
 
 
Three Months Ended
 
Six Months Ended
 
 
September 30,
 
September 30,
 
 
2015
 
2014
 
2015
 
2014
Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA):
 
 
 
 
 
 
 
 
Net Income
 
$
61,612

 
$
67,446

 
$
124,343

 
$
195,690

 
 
 
 
 
 
 
 
 
Add-back:
 
 
 
 
 
 
 
 
     Income tax expense
 
32,804

 
31,866

 
59,823

 
101,786

     Interest expense and other
 
15,631

 
15,386

 
33,747

 
57,746

   Curtailment charge
 

 

 
2,863

 

     Gain on legal settlement, net
 

 

 

 
(134,693
)
     Amortization of acquired contract liabilities
 
(30,404
)
 
(14,865
)
 
(65,502
)
 
(23,832
)
     Depreciation and amortization
 
42,575

 
39,014

 
86,109

 
76,565

 
 
 
 
 
 
 
 
 
Adjusted Earnings before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA")
 
$
122,218

 
$
138,847

 
$
241,383

 
$
273,262

 
 
 
 
 
 
 
 
 
Net Sales
 
$
954,774

 
$
994,123

 
$
1,914,412

 
$
1,891,028

 
 
 
 
 
 
 
 
 
Adjusted EBITDA Margin
 
13.2%
 
14.2%
 
13.1%
 
14.6%

-More-


































(Continued)
 FINANCIAL DATA (UNAUDITED)
 
TRIUMPH GROUP, INC. AND SUBSIDIARIES
(dollars in thousands)
 
Non-GAAP Financial Measure Disclosures (continued)

 
 
Three Months Ended September 30, 2015
 
 
 
 
 
Segment Data
 
Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):
 
Total
 
Aerostructures
 
Aerospace Systems
 
Aftermarket Services
 
Corporate/Eliminations
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income
 
$
61,612

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Add-back:
 
 
 
 
 
 
 
 
 
 
 
Income tax expense
 
32,804

 
 
 
 
 
 
 
 
 
Interest expense and other
 
15,631

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Income (Loss)
 
$
110,047

 
$
67,099

 
$
46,140

 
$
9,125

 
$
(12,317
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of acquired contract liabilities
 
(30,404
)
 
(20,393
)
 
(10,011
)
 

 

 
Depreciation and amortization
 
42,575

 
25,506

 
14,251

 
2,428

 
390

 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted Earnings (Losses) before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA")
 
$
122,218

 
$
72,212

 
$
50,380

 
$
11,553

 
$
(11,927
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Sales
 
$
954,774

 
$
604,874

 
$
280,155

 
$
73,777

 
$
(4,032
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted EBITDA Margin
 
13.2%
 
12.4%
 
18.6%
 
15.7%
 
n/a
 



-More-
























(Continued)
 FINANCIAL DATA (UNAUDITED)
 
TRIUMPH GROUP, INC. AND SUBSIDIARIES
(dollars in thousands)
 
Non-GAAP Financial Measure Disclosures (continued)

 
 
Six Months Ended September 30, 2015
 
 
 
 
 
Segment Data
 
Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):
 
Total
 
Aerostructures
 
Aerospace Systems
 
Aftermarket Services
 
Corporate/Eliminations
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income
 
$
124,343

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Add-back:
 
 
 
 
 
 
 
 
 
 
 
Income tax expense
 
59,823

 
 
 
 
 
 
 
 
 
Interest expense and other
 
33,747

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Income (Loss)
 
$
217,913

 
$
130,243

 
$
97,393

 
$
19,112

 
$
(28,835
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Curtailment charge
 
2,863

 

 

 

 
2,863

 
Amortization of acquired contract liabilities
 
(65,502
)
 
(44,990
)
 
(20,512
)
 

 

 
Depreciation and amortization
 
86,109

 
54,225

 
26,205

 
4,890

 
789

 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted Earnings (Losses) before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA")
 
$
241,383

 
$
139,478

 
$
103,086

 
$
24,002

 
$
(25,183
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Sales
 
$
1,914,412

 
$
1,216,711

 
$
557,803

 
$
148,522

 
$
(8,624
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted EBITDA Margin
 
13.1%
 
11.9%
 
19.2%
 
16.2%
 
n/a
 



-More-




















(Continued)
 FINANCIAL DATA (UNAUDITED)
 
TRIUMPH GROUP, INC. AND SUBSIDIARIES
(dollars in thousands)
 
Non-GAAP Financial Measure Disclosures (continued)


 
 
Three Months Ended September 30, 2014
 
 
 
 
 
Segment Data
 
Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):
 
Total
 
Aerostructures
 
Aerospace Systems
 
Aftermarket Services
 
Corporate / Eliminations
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income
 
$
67,446

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Add-back:
 
 
 
 
 
 
 
 
 
 
 
Income tax expense
 
31,866

 
 
 
 
 
 
 
 
 
Interest expense and other
 
15,386

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Income (Loss)
 
$
114,698

 
$
70,008

 
$
46,214

 
$
11,620

 
$
(13,144
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of acquired contract liabilities
 
(14,865
)
 
(4,783
)
 
(10,082
)
 

 

 
Depreciation and amortization
 
39,014

 
25,314

 
11,147

 
1,926

 
627

 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted Earnings (Losses) before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA")
 
$
138,847

 
$
90,539

 
$
47,279

 
$
13,546

 
$
(12,517
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Sales
 
$
994,123

 
$
632,510

 
$
288,902

 
$
74,343

 
$
(1,632
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted EBITDA Margin
 
14.2%
 
14.4%
 
17.0%
 
18.2%
 
n/a
 

-More-


























(Continued)
 FINANCIAL DATA (UNAUDITED)
 
TRIUMPH GROUP, INC. AND SUBSIDIARIES
(dollars in thousands)
 
Non-GAAP Financial Measure Disclosures (continued)


 
 
Six Months Ended September 30, 2014
 
 
 
 
 
Segment Data
 
Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):
 
Total
 
Aerostructures
 
Aerospace Systems
 
Aftermarket Services
 
Corporate / Eliminations
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income
 
$
195,690

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Add-back:
 
 
 
 
 
 
 
 
 
 
 
Income tax expense
 
101,786

 
 
 
 
 
 
 
 
 
Interest expense and other
 
57,746

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Income
 
$
355,222

 
$
138,827

 
$
83,567

 
$
22,124

 
110,704

 
 
 
 
 
 
 
 
 
 
 
 
 
Gain on Legal Settlement, net
 
(134,693
)
 

 

 

 
(134,693
)
 
Amortization of acquired contract liabilities
 
(23,832
)
 
(9,900
)
 
(13,932
)
 

 

 
Depreciation and amortization
 
76,565

 
50,835

 
20,665

 
3,803

 
1,262

 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted Earnings (Losses) before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA")
 
$
273,262

 
$
179,762

 
$
90,300

 
$
25,927

 
$
(22,727
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Sales
 
$
1,891,028

 
$
1,244,670

 
$
508,754

 
$
141,951

 
$
(4,347
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted EBITDA Margin
 
14.6%
 
14.6%
 
18.2%
 
18.3%
 
n/a
 

-More-



















(Continued)
 FINANCIAL DATA (UNAUDITED)
 
TRIUMPH GROUP, INC. AND SUBSIDIARIES
(dollars in thousands)
 
Non-GAAP Financial Measure Disclosures (continued)

Adjusted income from continuing operations, before income taxes, adjusted income from continuing operations and adjusted income from continuing operations per diluted share, before non-recurring costs has been provided for consistency and comparability. These measures should not be considered in isolation or as alternatives to income from continuing operations before income taxes, income from continuing operations and income from continuing operations per diluted share presented in accordance with GAAP. The following tables reconcile income from continuing operations before income taxes, income from continuing operations, and income from continuing operations per diluted share, before non-recurring costs
 
 
Three Months Ended
 
 
 
 
September 30, 2015
 
Location on
 
 
Pre-Tax
 
After-Tax
 
Diluted EPS
 
Financial Statements
Income from Continuing Operations - GAAP
 
$
94,416

 
$
61,612

 
$
1.25

 
 
Adjustments:
 
 
 
 
 
 
 
 
Facility consolidation costs
 
5,360

 
3,484

 
0.07

 
Aerospace Systems
Adjusted Income from continuing operations - non-GAAP
 
$
99,776

 
$
65,096

 
$
1.32

 
 
 
 
 
 
 
 
 
 
 

 
 
Six Months Ended
 
 
 
 
September 30, 2015
 
Location on
 
 
Pre-Tax
 
After-Tax
 
Diluted EPS
 
Financial Statements
Income from Continuing Operations - GAAP
 
$
184,166

 
$
124,343

 
$
2.52

 
 
Adjustments:
 
 
 
 
 
 
 
 
Facility consolidation costs
 
5,360

 
3,484

 
0.07

 
Aerospace Systems
Curtailment charge
 
2,863

 
1,861

 
0.04

 
Corporate
Adjusted Income from continuing operations - non-GAAP
 
$
192,389

 
$
129,688

 
$
2.63

 
 
 
 
 
 
 
 
 
 
 

















-More-







(Continued)
 FINANCIAL DATA (UNAUDITED)
 
TRIUMPH GROUP, INC. AND SUBSIDIARIES
(dollars in thousands)

 
 
Three Months Ended
 
 
 
 
September 30, 2014
 
Location on
 
 
Pre-Tax
 
After-Tax
 
Diluted EPS
 
Financial Statements
Income from Continuing Operations - GAAP
 
$
99,312

 
$
67,446

 
$
1.32

 
 
Adjustments:
 
 
 
 
 
 
 
 
Relocation costs
 
196

 
126

 
0.00

 
Aerostructures (Primarily)
Jefferson Street Move:
 
 
 
 
 
 
 
 
    Disruption
 
5,381

 
3,465

 
0.07

 
Aerostructures (EAC)**
Accelerated Depreciation
 
2,252

 
1,450

 
0.03

 
Aerostructures (EAC)**
Adjusted Income from continuing operations - non-GAAP
 
$
107,141

 
$
72,487

 
$
1.42

*
 
 
 
 
 
 
 
 
 
 
         * Difference due to rounding.
 
 
 
 
 
 
 
 
** EAC - estimated costs at completion with respect to contracts within the scope of Accounting Standards Codification 605-35, "Revenue-Construction-Type and Production-Type Contracts"


 
 
Six Months Ended
 
 
 
 
September 30, 2014
 
Location on
 
 
Pre-Tax
 
After-Tax
 
Diluted EPS
 
Financial Statements
Income from Continuing Operations - GAAP
 
$
297,476

 
$
195,690

 
$
3.79

 
 
Adjustments:
 
 
 
 
 
 
 
 
Gain on Legal Settlement
 
(134,693
)
 
(86,742
)
 
(1.68
)
 
Corporate
Refinancing costs
 
22,615

 
14,564

 
0.28

 
Corporate
Relocation costs
 
3,193

 
2,056

 
0.04

 
Aerostructures (Primarily)
Jefferson Street Move:
 
 
 
 
 
 
 
 
    Disruption
 
8,741

 
5,629

 
0.11

 
Aerostructures (EAC) **
Accelerated Depreciation
 
4,627

 
2,980

 
0.06

 
Aerostructures (EAC) **
Adjusted Income from continuing operations - non-GAAP
 
$
201,959

 
$
134,177

 
$
2.60

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
** EAC - estimated costs at completion with respect to contracts within the scope of Accounting Standards Codification 605-35, "Revenue-Construction-Type and Production-Type Contracts"


-More-












(Continued)
 
FINANCIAL DATA (UNAUDITED)
 
TRIUMPH GROUP, INC. AND SUBSIDIARIES
(dollars in thousands)
 
Non-GAAP Financial Measure Disclosures (continued)

Cash provided by operations, before pension contributions has been provided for consistency and comparability. We also use free cash flow available for debt reduction as a key factor in planning for and consideration of strategic acquisitions, stock repurchases and the repayment of debt. This measure should not be considered in isolation, as a measure of residual cash flow available for discretionary purposes, or as an alternative to operating results presented in accordance with GAAP. The following table reconciles cash provided by operations, before pension contributions to cash provided by operations, as well as cash provided by operations to free cash flow available for debt reduction.

 
 
Six Months Ended
 
 
September 30,
 
 
2015
 
2014
 
 
 
 
 
Cash flow from operations, before pension contributions
 
$
(178,455
)
 
$
313,815

Pension contributions
 

 
55,400

Cash (used in) provided by operations
 
(178,455
)
 
258,415

Less:
 
 
 
 
Capital expenditures
 
38,128

 
59,074

Dividends
 
3,943

 
4,090

Free cash flow available for debt reduction, acquisitions and share repurchases
 
$
(220,526
)
 
$
195,251


We use "Net Debt to Capital" as a measure of financial leverage.  The following table sets forth the computation of Net Debt to Capital:
 
 
September 30,
 
March 31,
 
 
2015
 
2015
Calculation of Net Debt
 
 
 
 
Current portion
 
$
43,048

 
$
42,255

Long-term debt
 
1,556,647

 
1,326,345

Total debt
 
1,599,695

 
1,368,600

Plus: Deferred debt issuance costs
 
9,887

 
10,796

Less: Cash
 
(39,089
)
 
(32,617
)
Net debt
 
$
1,570,493

 
$
1,346,779

 
 
 
 
 
Calculation of Capital
 
 
 
 
Net debt
 
$
1,570,493

 
$
1,346,779

Stockholders' equity
 
2,257,382

 
2,135,784

Total capital
 
$
3,827,875

 
$
3,482,563

 
 
 
 
 
Percent of net debt to capital
 
41.0
%
 
38.7
%


#######


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