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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

Commission File No. 1-12235

Triumph Group, Inc.

(Exact name of registrant as specified in its charter)

1550 Liberty Ridge Drive, Suite 100, Wayne, Pennsylvania 19087
(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: (610) 251-1000

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

        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 ý    No o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ý    No o

        As of September 30, 2004, the aggregate market value of the shares of Common Stock held by non-affiliates of the Registrant was approximately $516,644,622. Such aggregate market value was computed by reference to the closing price of the Common Stock as reported on the New York Stock Exchange on September 30, 2004. For purposes of making this calculation only, the Registrant has defined affiliates as including all directors and executive officers.

        The number of outstanding shares of the Registrant's Common Stock, par value $.001 per share, on May 31, 2005 was 15,908,164.

Documents Incorporated by Reference

        Portions of the following document are incorporated herein by reference:

        The Proxy Statement of Triumph Group, Inc. in connection with our 2005 Annual Meeting of Stockholders is incorporated in part in Part III hereof, as specified herein.

Table of Contents

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PART I

Item 1.    Business

        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 management's beliefs concerning future performance and capital requirements based upon current available information. Actual results could differ materially from management's current expectations. Additional capital may be required and, if so, may not be available on reasonable terms, if at all, at the times and in the amounts we need. In addition to these factors and others described elsewhere in this report, other factors that could cause actual results to differ materially include competitive factors relating to the aerospace industry, dependence of some of our businesses on key customers, requirements of capital, product liabilities in excess of insurance, uncertainties relating to the integration of acquired businesses, general economic conditions affecting our business segment, technological developments, limited availability of raw materials or skilled personnel, changes in governmental regulation and oversight and the continuing impact of the September 11, 2001 attacks and international hostilities and terrorism. For a more detailed discussion of these and other factors affecting us, see the Risk Factors described in Item 1 of this Annual Report on Form 10-K. We do not undertake any obligation to revise these forward-looking statements to reflect future events.

General

        Triumph Group, Inc. was incorporated in 1993 in Delaware. Our companies design, engineer, manufacture, repair, overhaul and distribute aircraft components, such as hydraulic, mechanical and electromechanical control systems, aircraft and engine accessories, structural components and assemblies, non-structural composite components, auxiliary power units, or APUs, avionics and aircraft instruments. We serve a broad spectrum of the aerospace industry, including commercial and regional airlines, air cargo carriers, as well as original equipment manufacturers, or OEMs, of commercial, regional, business and military aircraft and components.

Products and Services

        We offer a variety of products and services to the aerospace industry which were previously offered through three groups of our operating companies. As of April 1, 2004, we consolidated the three groups into two groups as follows:

        Our Aerospace Systems Group consists of companies that service the full spectrum of aerospace customers, which include airlines, air cargo carriers, domestic and foreign militaries, aerospace OEMs and the top-tier manufacturers who supply them. This group utilizes its capabilities to design, engineer and build complete mechanical, electromechanical and hydraulic systems, while continuing to broaden the scope of detailed parts and assemblies that we supply to the aerospace aftermarket. Many of our designs are proprietary. Customers typically return such systems to us for repairs and overhauls and spare parts. The systems that companies within this group design, engineer, build and repair include:

•

Main engine gear box assemblies



•

High lift actuation



•

Hydraulic systems



•

Landing gear actuation systems



•

Primary and secondary flight control systems



•

Thermal management systems

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        This group also includes companies performing complex manufacturing, machining and forming processes for a full range of structural components, as well as complete assemblies and subassemblies such as:

•

Wing spars and stringers



•

Stretch-formed leading edges and fuselage skins



•

Formed structural sheet metal components



•

Floor beams



•

Landing gear components and assemblies



•

Composite floor panels, environmental control system ducting and non-structural composite flight deck and other interior components



•

Bonded components

        Our Aftermarket Services Group serves a diverse group of customers which includes airlines, air cargo carriers, domestic and foreign militaries and third-party repair and overhaul providers. This group operates the world's largest independent APU repair and overhaul business and endeavors to be the vendor of choice for airborne structures and component repair and overhaul to our customers as they continue to consolidate vendors. We will also continue to develop Federal Aviation Administration, or FAA, approved Designated Engineering Representative, or DER, and Special Federal Aviation Regulation 36, or SFAR 36, proprietary repair procedures for the components we repair and overhaul. Companies in our aftermarket services group repair and overhaul various instruments and components for the aviation industry including:

•

APUs



•

Nacelles, thrust reversers and flight control surfaces



•

Constant speed drives, integrated drive generators and air-cycle machines



•

Cockpit instrumentation



•

Ground support equipment

        This group also specializes in the manufacturing of precision investment castings of super alloys, titanium and aluminum alloys utilizing equiax, single crystal and directionally solidified casting processes primarily for aerospace engine OEMs and third-party engine repair and overhaul providers. In addition this group provides a full range of services including hot isostatic pressing, heat treating, machining and thermal coating.

        The components that these companies manufacture, process, repair and overhaul for the aerospace gas turbine industry include:

•

Airfoil castings



•

Hot section components



•

Gas turbine engine stators



•

Blades and vanes



•

Engine seals

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Proprietary Rights

        We benefit from our proprietary rights relating to designs, engineering, manufacturing processes and repair and overhaul procedures. For some products, our unique manufacturing capabilities are required by the customer's specifications or designs, thereby necessitating reliance on us for the production of such specially designed products. We also hold two SFAR 36 certifications that permit us to develop proprietary repair procedures to be used in some repair and overhaul processes.

Raw Materials and Replacement Parts

        We purchase raw materials, primarily consisting of extrusions, forgings, castings, aluminum and titanium sheets and shapes, from various vendors. We also purchase replacement parts which are utilized in our various repair and overhaul operations. We believe that the availability of raw materials to us is adequate to support our operations.

Operating Locations

        We operate through several operating companies and divisions. The following chart describes the operations, customer base and certain other information with respect to our principal operating locations at April 1, 2005:

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6

7

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(1)

Designates FAA-certified repair station.

(2)

Designates that all locations are FAA-certified repair stations.

(3)

Designates SFAR 36 certification.

(4)

Hydro-Mill Co. changed its name to Triumph Structures—Los Angeles, Inc. and Ralee Engineering Co. was merged into the company on February 1, 2005.

(5)

Triumph Engineered Solutions, Inc. is now doing business as Advanced Materials Technologies. Triumph Engineered Solutions, Inc. sold the assets of its Wisconsin, IGT Repair Division and SPOA facilities.

(6)

Triumph Air Repair (Europe) Limited changed its name to Triumph Aftermarket Services (Europe) Limited.

(7)

A. Biederman, Furst Aircraft, Inc. and JDC Company are now doing business as Triumph Instruments & Avionics.

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Metals Processing and Distribution

        Effective as of March 31, 2003, we designated our metals group as a discontinued operation in connection with a realignment of our operating structure. On December 31, 2004, we completed the sale of the metals group assets.

Sales and Marketing

        While each of our operating companies maintain responsibility for company specific selling efforts through direct selling, Triumph Group, Inc. has developed two group marketing teams focused on cross-selling our broad capabilities. The focus of these two marketing organizations, one for the Aerospace Systems Group and one for the Aftermarket Services Group, is to sell systems, integrated assemblies and bundled repair and overhaul services, reaching across our operating companies, to our OEM, military, airline and air cargo customers. We also consolidated our selling activities in the Wichita, Kansas area through Triumph Wichita Support Center, which is staffed by sales and professionals focused on Boeing, Cessna, Bombardier/Learjet and Raytheon. In certain limited cases, we use independent, commission-based representatives to facilitate responsiveness to each customer's changing needs and current trends in each market/geographic region in which we operate.

        All three of these marketing organizations operate as the front-end of the selling process, establishing/maintaining relationships, identifying opportunities to leverage our brand, and providing a certain level of customer service for our Wichita-based customers. Each individual operating company is responsible for its own engineering and technical support, pricing, manufacturing and product support.

        A significant portion of our government and defense contracts are awarded on a competitive bidding basis. We generally do not bid or act as the primary contractor, but will typically bid and act as a subcontractor on contracts on a fixed fee basis. We generally sell to our other customers on a fixed fee, negotiated contract or purchase order basis.

Backlog

        We have a number of long-term agreements with several of our customers. These agreements generally describe the terms under which the customer may issue purchase orders to buy our products and services during the term of the agreement. These terms typically include a list of the products or repair services customers may purchase, initial pricing, anticipated quantities and, to the extent known, delivery dates. Backlog only includes amounts for which we have actual purchase orders with firm delivery dates or contract requirements generally within the next 24 months, primarily for our OEM customer base. Purchase orders issued by our aftermarket customers are usually completed within a short period of time. As a result, our backlog data relates primarily to the OEM customers. The backlog information set forth below does not include the sales that we expect to generate from long-term agreements associated with long-term aircraft production programs but for which we do not have actual purchase orders with firm delivery dates or for which contract requirements extend beyond the next 24 months.

        Our continuing operations had outstanding purchase orders representing an aggregate invoice price of approximately $598 million, of which $569 million and $29 million relate to the Aerospace Systems group and the Aftermarket Services group, respectively, as of March 31, 2005 and $513 million, of which $484 million, $17 million and $12 million relate to the Aerospace Systems group, the Aftermarket Services group and Other segment, respectively, as of March 31, 2004. We believe that purchase orders totaling approximately $166 million will not be shipped by March 31, 2006.

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United States and Foreign Operations

        Our revenues from our continuing operations to customers in the United States for fiscal years 2005, 2004 and 2003 were approximately $531 million, $473 million and $443 million, respectively. Our revenues from our continuing operations to customers in all foreign countries for fiscal years 2005, 2004 and 2003 were approximately $158 million, $135 million and $122 million, respectively.

        As of March 31, 2005, 2004 and 2003, our long-lived assets for our continuing operations located in the United States were approximately $569 million, $547 million and $512 million, respectively. As of March 31, 2005, 2004 and 2003, our long-lived assets for our continuing operations located in the European Union were approximately $9 million, $10 million and $9 million, respectively.

Competition

        We compete primarily with OEMs and the top-tier manufacturers that supply them, some of which are divisions or subsidiaries of OEMs and other large companies, in the manufacture of aircraft systems components and subassemblies. OEMs are increasingly focusing on assembly activities while outsourcing more manufacturing and repair to third parties.

        Competition for the repair and overhaul of aviation components comes from three primary sources, some with greater financial and other resources than us: OEMs, major commercial airlines and other independent repair and overhaul companies. Some major commercial airlines continue to own and operate their own service centers, while others have begun to sell or outsource their repair and overhaul services to other aircraft operators or third parties. The repair and overhaul services provided by domestic airlines are primarily for their own aircraft, although these airlines may perform a limited amount of repair and overhaul services for third parties. Foreign airlines that provide repair and overhaul services typically provide these services not only for their own aircraft but for other airlines as well. OEMs also maintain service centers which provide repair and overhaul services for the components they manufacture. Other independent service organizations also compete for the repair and overhaul business of other users of aircraft components.

        Participants in the aerospace industry compete primarily on the basis of breadth of technical capabilities, volume capacity, quality, turnaround time and cost.

Government Regulation and Industry Oversight

        The aerospace industry is highly regulated in the United States by the FAA and in other countries by similar agencies. We must be certified by the FAA and, in some cases, by individual OEMs, in order to engineer and service parts and components used in specific aircraft models. If material authorizations or approvals were revoked or suspended, our operations would be adversely affected. New and more stringent government regulations may be adopted, or industry oversight heightened, in the future and these new regulations, if enacted, or any industry oversight, if heightened, may have an adverse impact on us.

        We must also satisfy the requirements of our customers, including OEMs, that are subject to FAA regulations, and provide these customers with products and repair services that comply with the government regulations applicable to aircraft components used in commercial flight operations. The FAA regulates commercial flight operations and requires that aircraft components meet its stringent standards. In addition, the FAA requires that various maintenance routines be performed on aircraft components, and we currently satisfy these maintenance standards in our repair and overhaul services. Several of our operating locations are FAA-approved repair stations.

        Generally, the FAA currently only grants licenses for the manufacture or repair of a specific aircraft component, rather than the broader licenses that have been granted in the past. The FAA licensing process may be costly and time-consuming. In order to obtain an FAA license, an applicant

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must satisfy all applicable regulations of the FAA governing repair stations. These regulations require that an applicant have experienced personnel, inspection systems, suitable facilities and equipment. In addition, the applicant must demonstrate a need for the license. Because an applicant must procure manufacturing and repair manuals from third parties relating to each particular aircraft component in order to obtain a license with respect to that component, the application process may involve substantial cost.

        The license approval processes for the European Aviation Safety Agency (EASA was formed in 2002 and is handling most of the responsibilities of the national aviation authorities, such as the United Kingdom Civil Aviation Authority), which regulates this industry in the European Union, the Civil Aviation Administration of China, and other comparable foreign regulatory authorities are similarly stringent, involving potentially lengthy audits.

        Our operations are also subject to a variety of worker and community safety laws. The Occupational Safety and Health Act of 1970, or OSHA, mandates general requirements for safe workplaces for all employees. In addition, OSHA provides special procedures and measures for the handling of hazardous and toxic substances. Specific safety standards have been promulgated for workplaces engaged in the treatment, disposal or storage of hazardous waste. We believe that our operations are in material compliance with OSHA's health and safety requirements.

Environmental Matters

        Our business, operations and facilities are subject to numerous stringent federal, state, local and foreign environmental laws and regulation by government agencies, including the Environmental Protection Agency, or the EPA. Among other matters, these regulatory authorities impose requirements that regulate the emission, discharge, generation, management, transportation and disposal of hazardous materials, pollutants and contaminants, govern public and private response actions to hazardous or regulated substances which may be or have been released to the environment, and require us to obtain and maintain licenses and permits in connection with our operations. This extensive regulatory framework imposes significant compliance burdens and risks on us. Although management believes that our operations and our facilities are in material compliance with these laws and regulations, future changes in these laws, regulations or interpretations thereof or the nature of our operations may require us to make significant additional capital expenditures to ensure compliance in the future.

        Certain of our facilities have been or are currently the subject of environmental remediation activities, the cost of which is subject to indemnification provided by IKON Office Solutions, Inc. ("IKON") in connection with the acquisition by us of these facilities in 1993 from IKON. One of these facilities is connected with a site included on the National Priorities List of Superfund sites maintained by the EPA. Another of these facilities is located on a site included in the EPA's database of potential Superfund sites. IKON's indemnification covers us for losses we might suffer in connection with liabilities and obligations arising under environmental, health and safety laws with respect to operations or use of those facilities prior to their acquisition by us. Some other facilities acquired and operated by us or one of our subsidiaries, including a leased facility located on an EPA National Priorities List site, were under active investigation for environmental contamination by federal or state agencies when acquired, and at least in some cases, continue to be under investigation. We are generally indemnified by prior owners or operators and/or present owners of the facilities for liabilities which we incur as a result of these investigations and the environmental contamination found which pre-dates our acquisition of these facilities, subject to certain limitations. We also maintain a pollution liability policy that provides coverage for material liabilities associated with the clean-up of on-site pollution conditions, as well as defense and indemnity for certain third party suits (including Superfund liabilities at third party sites), in each case, to the extent not otherwise indemnified. This policy applies to all of our manufacturing and assembly operations worldwide. However, if we were required to pay the

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expenses related to environmental liabilities for which neither indemnification nor insurance coverage is available, these expenses could have a material adverse effect on us.

Employees

        As of March 31, 2005, for our continuing operations we employed 3,887 persons, of whom 352 were management employees, 98 were sales and marketing personnel, 439 were technical personnel, 438 were administrative personnel and 2,560 were production workers.

        Several of our subsidiaries are parties to collective bargaining agreements with labor unions. Under those agreements, for our continuing operations, we currently employ approximately 490 full-time employees. Currently, approximately 13% of our permanent employees for our continuing operations are represented by labor unions and approximately 19% of net sales are derived from the facilities at which at least some employees are unionized. One collective bargaining agreement will expire in the next 12 months. One of our subsidiaries is currently involved in an administrative proceeding regarding a collective bargaining agreement that expired on February 28, 2001. No work stoppage is expected at this location. Our inability to negotiate acceptable contracts with this or other labor unions could result in strikes by the affected workers and increased operating costs as a result of higher wages or benefits paid to union members. If the unionized workers were to engage in a strike or other work stoppage, or other employees were to become unionized, we could experience a significant disruption of our operations and higher ongoing labor costs, which could have an adverse effect on our business and results of operations.

        We have not experienced any material labor-related work stoppage and consider our relations with our employees to be good.

Risk Factors

        Statements in this Annual Report on Form 10-K, including those concerning our expectations regarding the effect of industry trends on us, competitive advantages, strategies, future sales, gross profits, capital expenditures, selling, general and administrative expenses and cash requirements, include forward-looking statements. Actual results may vary materially from these expectations. Factors which could cause actual results to differ from expectations include competitive factors relating to the aerospace industry, dependence of some of our businesses on key customers, requirements of capital, product liabilities in excess of insurance, uncertainties relating to the integration of acquired businesses, general economic conditions affecting our business segment, technological developments, limited availability of raw materials or skilled personnel, changes in governmental regulation and oversight and the continuing impact of the September 11, 2001 attacks and international hostilities and terrorism. For a description of these and additional risks, see the discussion below. Our results of operations may be adversely affected by one or more of these factors.

        Factors that have an adverse impact on the aerospace industry may adversely affect our results of operations.    A substantial percentage of our gross profit and operating income was derived from commercial aviation for fiscal year 2005. Our operations are focused on designing, engineering and manufacturing aircraft components for new aircraft, selling spare parts and performing repair and overhaul services on existing aircraft and aircraft components. Therefore, our business is directly affected by economic factors and other trends that affect our customers in the aerospace industry, including a possible decrease in outsourcing by aircraft operators and OEMs or projected market growth that may not materialize or be sustainable. When these economic and other factors adversely affect the aerospace industry, they tend to reduce the overall customer demand for our products and services, which decreases our operating income. Economic and other factors that might affect the aerospace industry may have an adverse impact on our results of operations.

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        There has been a recovery in the commercial air travel to levels above those prior to the terrorist attacks of September 11, 2001 resulting in recovery of demand for commercial aerospace products and services. As a result of the period since September 11, 2001, the financial condition of our airline customers has deteriorated and thereby introduced credit risk with some of our significant airline customers, as well as introducing negative implications for their ability to fund the acquisition of new aircraft for their fleet. These or other events may lead to further declines in the worldwide aerospace industry that could further adversely affect our business and financial condition.

        Competitive pressures may adversely affect us.    We have numerous competitors in the aerospace industry. We compete primarily with OEMs and the top-tier manufacturers that supply them, some of which are divisions or subsidiaries of OEMs and other large companies that manufacture aircraft components and subassemblies. Competition for the repair and overhaul of aviation components comes from three primary sources: OEMs, major commercial airlines and other independent repair and overhaul companies. Some of our competitors have substantially greater financial and other resources than we have. Competitive pressures may materially adversely affect our operating revenues and, in turn, our business and financial condition.

        We may need to expend significant capital to keep pace with technological developments in our industry.    The aerospace industry is constantly undergoing development and change and it is likely that new products, equipment and methods of repair and overhaul service will be introduced in the future. In order to keep pace with any new developments, we may need to expend significant capital to purchase new equipment and machines or to train our employees in the new methods of production and service. We may not be successful in developing new products and these capital expenditures may have a material adverse effect on us.

        We may incur significant expenses to comply with new or more stringent governmental regulation.    The aerospace industry is highly regulated in the United States by the FAA and in other countries by similar agencies. We must be certified by the FAA and, in some cases, by individual OEMs in order to engineer and service parts and components used in specific aircraft models. If any of our material authorizations or approvals were revoked or suspended, our operations would be adversely affected. New or more stringent governmental regulations may be adopted, or industry oversight heightened in the future, and we may incur significant expenses to comply with any new regulations or any heightened industry oversight.

        The loss of our key customer could have a material adverse effect on us.    For the year ended March 31, 2005, The Boeing Company, or Boeing, represented approximately 21% of net sales. For fiscal 2004, Boeing represented approximately 22% of net sales. The loss of this customer could have a material adverse impact on us. In addition, some of our operating locations have significant customers, the loss of whom could have an adverse effect on those businesses.

        We may be unable to successfully achieve "tier one" supplier status with OEMs, and we may be required to risk our capital to achieve "tier one" supplier status.    Many OEMs are moving toward developing strategic partnerships with their larger suppliers, frequently called "tier one" suppliers. Each tier one supplier provides an array of integrated services including purchasing, warehousing and assembly for OEM customers. We have been designated as a tier one supplier by some OEMs and are striving to achieve tier one status with other OEMs. In order to maintain or achieve tier one status, we may need to expand our existing capacities or capabilities, and there is no assurance that we will be able to do so. As we expand into the tier one supplier status, we are exposed to adverse litigation action by competitors whose market share is being diminished.

        Many new aircraft programs require that major suppliers become risk-sharing partners, meaning that the cost of design, development and engineering work associated with the development of the aircraft is borne by the supplier, usually in exchange for a long-term agreement to supply critical parts

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once the aircraft is in production. Boeing's 787 and Airbus' A380 are examples of two new aircraft programs in which our companies are competing in a product development process in order to obtain eventual long term production agreements. In the event that the aircraft fails to reach the full production stage, the investment that we have made in research and development and other start-up costs may not produce the anticipated return on investment.

        We may not realize our anticipated return on capital commitments made to expand our capabilities.    From time to time, we make significant capital expenditures to implement new processes and to increase both efficiency and capacity. Some of these projects require additional training for our employees and not all projects may be implemented as anticipated. If any of these projects do not achieve the anticipated increase in efficiency or capacity, our returns on these capital expenditures may not be as expected.

        Our expansion into international markets may increase credit and other risks.    As we pursue customers in Asia, South America and other less developed aerospace markets throughout the world, our inability to ensure the creditworthiness of our customers in these areas could adversely impact our overall profitability. In addition, these business opportunities may entail additional currency risks, different legal and regulatory requirements and political considerations not associated with domestic markets.

        We may need additional financing for acquisitions and capital expenditures and additional financing may not be available on terms acceptable to us.    A key element of our strategy has been, and continues to be, internal growth supplemented by growth through the acquisition of additional companies and product lines engaged in the aerospace industry. In order to grow internally, we may need to make significant capital expenditures, such as investing in facilities in low cost countries, and may need additional capital to do so. Our ability to grow is dependent upon, and may be limited by, among other things, availability under our revolving credit facility and by particular restrictions contained in our revolving credit facility and our other financing arrangements. In that case, additional funding sources may be needed, and we may not be able to obtain the additional capital necessary to pursue our internal growth and acquisition strategy or, if we can obtain additional financing, the additional financing may not be on financial terms that are satisfactory to us.

        Cancellations, reductions or delays in customer orders may adversely affect our results of operations.    Our overall operating results are affected by many factors, including the timing of orders from large customers and the timing of expenditures to manufacture parts and purchase inventory in anticipation of future sales of products and services. A large portion of our operating expenses are relatively fixed. Because several of our operating locations typically do not obtain long-term purchase orders or commitments from our customers, they must anticipate the future volume of orders based upon the historic purchasing patterns of customers and upon our discussions with customers as to their anticipated future requirements. These historic patterns may be disrupted by many factors, including changing economic conditions, inventory adjustments, or work stoppages or labor disruptions at our customers. Cancellations, reductions or delays in orders by a customer or group of customers could have a material adverse effect on our business, financial condition and results of operations.

        Our acquisition strategy exposes us to risks, including the risk that we may not be able to successfully integrate acquired businesses.    We have a consistent strategy to grow, in part, by the acquisition of additional businesses in the aerospace industry and are continuously evaluating various acquisition opportunities. Our ability to grow by acquisition is dependent upon, among other factors, the availability of suitable acquisition candidates. Growth by acquisition involves risks that could adversely affect our operating results, including difficulties in integrating the operations and personnel of acquired companies, the potential amortization of acquired intangible assets, the potential impairment of goodwill and the potential loss of key employees of acquired companies. We may not be able to consummate acquisitions on satisfactory terms or, if any acquisitions are consummated, satisfactorily integrate these acquired businesses.

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        We may not be successful in expanding our casting activities in the aerospace market.    This year, the casting business has transitioned its target market away from industrial gas turbine products and shifted its focus to the production of aerospace products. Such expansion will require additional capital expenditures. There can be no assurance that we will be able to successfully expand into the aerospace market.

        Any product liability claims in excess of insurance may adversely affect our financial condition.    Our operations expose us to potential liability for personal injury or death as a result of the failure of an aircraft component that has been serviced by us, the failure of an aircraft component designed or manufactured by us or the irregularity of metal products processed or distributed by us. While we believe that our liability insurance is adequate to protect us from these liabilities, our insurance may not cover all liabilities. Additionally, insurance coverage may not be available in the future at a cost acceptable to us. Any material liability not covered by insurance or for which third party indemnification is not available could have a material adverse effect on our financial condition.

        The lack of available skilled personnel may have an adverse effect on our operations.    From time to time, some of our operating locations have experienced difficulties in attracting and retaining skilled personnel to design, engineer, manufacture, repair and overhaul sophisticated aircraft components. Our ability to operate successfully could be jeopardized if we are unable to attract and retain a sufficient number of skilled personnel to conduct our business.

        Any exposure to environmental liabilities may adversely affect us.    Our business, operations and facilities are subject to numerous stringent federal, state, local and foreign environmental laws and regulations. Although management believes that our operations and facilities are in material compliance with such laws and regulations, future changes in these laws, regulations or interpretations thereof or the nature of our operations may require us to make significant additional capital expenditures to ensure compliance in the future. Some of our facilities have been or are currently the subject of environmental remediation activities, the cost of which is subject to indemnification provided by IKON Office Solutions, Inc. ("IKON"). One of these facilities is connected with a site included in the National Priorities List of Superfund sites maintained by the EPA. Another of these facilities is located on a site included in the EPA's database of potential Superfund sites. The IKON indemnification covers the cost of liabilities that arise from environmental conditions or activities existing at facilities prior to our acquisition from IKON in July 1993, including the costs and claims associated with the environmental remediation activities and liabilities discussed above. Some other facilities acquired and operated by us or one of our subsidiaries, including a leased facility located on an EPA National Priorities List site, were under active investigation for environmental contamination by federal or state agencies when acquired and, at least in some cases, continue to be under investigation or subject to remediation. We are generally indemnified by prior owners or operators and/or present owners of the facilities for liabilities which we incur as a result of these investigations and the environmental contamination found which pre-dates our acquisition of these facilities, subject to certain limitations. We also maintain a pollution liability policy that provides coverage for material liabilities associated with the clean-up of on-site pollution conditions, as well as defense and indemnity for certain third party suits (including Superfund liabilities at third party sites), in each case, to the extent not otherwise indemnified. This policy applies to all of our manufacturing and assembly operations worldwide. However, if we were required to pay the expenses related to environmental liabilities for which neither indemnification nor insurance coverage is available, these expenses could have a material adverse effect on us.

Available Information

        For more information about us, visit our website at www.triumphgroup.com. The contents of the website are not part of this Form 10-K. Our electronic filings with the Securities and Exchange

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Commission (including all Forms 10-K, 10-Q and 8-K, and any amendments to these reports) are available free of charge through our website immediately after we electronically file with or furnish them to the Securities and Exchange Commission.

Item 2.    Properties

        Our executive offices are located in Wayne, Pennsylvania, where we lease 9,139 square feet of space. In addition, as of April 1, 2005, we owned or leased the following facilities in which our operating locations are located:

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        We believe that our properties are adequate to support our operations for the foreseeable future.

Item 3.    Legal Proceedings

        On July 9, 2004, Eaton Corporation and several Eaton subsidiaries ("Eaton") filed a complaint against us, our subsidiary, Frisby Aerospace, LLC ("Frisby"), certain related subsidiaries and certain employees of ours and our subsidiaries. The complaint was filed in the Circuit Court of the First Judicial District of Hinds County, Mississippi and alleged nineteen causes of action under Mississippi law. In particular, the complaint alleges the misappropriation of trade secrets and other intellectual property allegedly belonging to Eaton relating to hydraulic pumps and motors used in military and commercial aviation.

        We and the other defendants are vigourously contesting Eaton's claims. On September 30, 2004, we, Frisby and the individual defendants filed separate responses to Eaton's claims, either denying all allegations of wrongdoing or moving to dismiss for lack of personal jurisdiction. Frisby filed counterclaims against Eaton alleging common law unfair competition, interference with existing and prospective contracts, abuse of process, defamation, violation of North Carolina's Unfair and Deceptive Trade Practices Act, and violation of the false advertising provisions of the Lanham Act. The parties have begun discovery, but there have been no depositions yet.

        The above allegations relate to alleged conduct that is the subject of an investigation by the office of the U.S. Attorney in Jackson, Mississippi. On January 22, 2004, a search warrant was executed on the offices of Frisby, located in Clemmons, North Carolina, in connection with this investigation. Frisby is cooperating with the investigation, which is continuing. Neither we nor Frisby has been identified as a target.

        One of our subsidiaries, Triumph Controls, Inc. ("TCI"), is a party to administrative proceedings before the National Labor Relations Board (the "NLRB"). In these proceedings, TCI's union has alleged unfair labor practices involving unilateral changes to existing terms and conditions of employment without first bargaining with the union. On February 11, 2005, following a hearing, an administrative law judge issued a recommended decision and order finding violations of the National Labor Relations Act by TCI and recommending to the NLRB that TCI take certain remedial action, including such things as the reinstatement of certain employees and the previous terms and conditions of employment, the restoration of certain work, and a "make whole" remedy. TCI has filed exceptions to the administrative law judge's recommendations. The parties are now awaiting a decision of the NLRB on the recommendations of the administrative law judge. TCI intends to continue to defend these proceedings vigorously. At this point, we are unable to determine the likelihood of any outcome in this matter, nor are we able to estimate the amount or range of loss or the impact on TCI or its financial condition in the event of an unfavorable outcome.

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Item 4.    Submission of Matters to a Vote of Security Holders

        None.

Executive Officers of Registrant

        Richard C. Ill    has been our President and Chief Executive Officer and a director since 1993. Mr. Ill is a director of P.H. Glatfelter Company and Airgas Inc. and a member of the board of governors of the Aerospace Industry Association and the advisory board of Outward Bound, USA.

        John R. Bartholdson    has been our Senior Vice President, Chief Financial Officer and Treasurer and a director since 1993. Mr. Bartholdson is on the board of trustees of PBHG Funds, Inc, PBHG Insurance Series Fund, Old Mutual Advisor Funds, ING Clarion Real Estate Income Fund, and ING Clarion Global Real Estate Income Fund and is chairman of the audit committees and serves on the compensation committees of each of these funds. Mr. Bartholdson also serves on the Philadelphia/Washington Advisory Board of FM Global.

        Lawrence J. Resnick    has been a Senior Vice President since April 2004. Prior to that, he was a Vice President since August 2000. Mr. Resnick was the President of Triumph Controls, Inc., one of our subsidiaries from January 1996 through July 2000.

        John B. Wright, II    has been a Vice President and our General Counsel and Secretary since July 12, 2004. From May 2001 until he joined us, Mr. Wright was a partner with the law firm of Ballard Spahr Andrews & Ingersoll, LLP, where he practiced corporate and securities law. From 1994 through 2000, Mr. Wright served as Senior Corporate Counsel with Safeguard Scientifics, Inc., a publicly traded company engaged in the operation of technology companies.

        Kevin E. Kindig    has been our Controller since 1993 and a Vice President since April 1999.

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PART II

Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Range of Market Price

        Our Common Stock is traded on the New York Stock Exchange under the symbol "TGI." The following table sets forth the range of high and low prices for our Common Stock for the periods indicated:

        On May 31, 2005, the reported closing price for our Common Stock was $35.48. As of May 31, 2005, there were approximately 36 holders of record of our Common Stock and we believe that our Common Stock was beneficially owned by approximately 7,830 persons.

Dividend Policy

        We have never declared or paid cash dividends on any class of our Common Stock and do not anticipate paying any cash dividends in the foreseeable future. We currently intend to retain our earnings, if any, and reinvest them in the development of our business. Certain of our debt arrangements, including our revolving credit facility, prohibit us from paying dividends or making any distributions on our capital stock, except for the payment of stock dividends and redemptions of an employee's shares of capital stock upon termination of employment. See note 7 of "Notes to Consolidated Financial Statements".

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Item 6.    Selected Financial Data

        The following selected financial data should be read in conjunction with the Consolidated Financial Statements and related Notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included herein.

(1)

Results include $3.1 million of restructuring costs associated with ceasing the operations of the Company's Phoenix Manufacturing Division of the Company's Triumph Engineered Solutions subsidiary and the divestitures of the Company's IGT repair division and the Wisconsin Manufacturing division of the Company's Triumph Engineered Solutions subsidiary. See Note 4 to the Consolidated Financial Statements.

21

(2)

Results include the acquisitions of Parker Hannifin's United Aircraft Products Division and Rolls-Royce Gear Systems, Inc. from the date of each respective acquisition. See Note 3 to the Consolidated Financial Statements.

(3)

Results include the acquisitions of the Ozone Assets, the Aerocell Assets, Furst and the assets of The Boeing Company's Spokane Fabrication Operation from the date of each respective acquisition. See Note 3 to the Consolidated Financial Statements.

(4)

Results include the acquisition of EFS Aerospace, Inc. from the date of acquisition. Results also include the $5.0 million write-off of design and development costs related to a new aircraft program, which did not go into production.

(5)

Results include the acquisitions of ACR Industries, Inc., Chem-Fab Corporation, Airborne Nacelle Services, Inc. and the Anadite Assets from the date of each respective acquisition.

(6)

Fiscal 2005, fiscal 2004, fiscal 2003 and fiscal 2002 exclude goodwill amortization due to the Company's adoption of Statement of Financial Accounting Standards No. 142 "Goodwill and Intangible Assets" ("SFAS No. 142"). Had the Company adopted SFAS No. 142 at the beginning of fiscal 2001, pre-tax and after-tax amortization of goodwill that would have been excluded from fiscal year 2001 are $7,125 and $5,292, respectively.

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

OVERVIEW

        We are a major supplier to the aerospace industry and have two operating segments: (i) Triumph Aerospace Systems Group, which designs, engineers and manufactures a wide range of components, assemblies and systems for aircraft manufacturers; and (ii) Triumph Aftermarket Services Group, which serves aircraft fleets, notably commercial airlines, the U.S. military and cargo carriers, through the repair and overhaul of aircraft components and accessories. Financial highlights for fiscal 2005:

•

Fiscal 2005 net sales increased 13% to $688.5 million;



•

Cash flow from operations increased 42% to $65.0 million;



•

Year-end backlog increased 17% to $598.3 million; and



•

Completed divestiture of non-core assets, generating proceeds of $26.8 million.

        For fiscal 2005, we reported income from continuing operations of $15.8 million, or $0.99 per diluted common share, as compared to $19.4 million, or $1.22 per diluted common share, for fiscal 2004. Net income for fiscal 2005 was $11.4 million, or $0.72 per diluted common share, versus $18.2 million, or $1.14 per diluted common share, for the prior year.

        For fiscal 2005, net sales from continuing operations increased to $688.5 million from $608.3 million for fiscal 2004, representing a 13% year over year increase. Cash flow from operating activities for fiscal 2005 was $65.0 million, compared to $45.6 million realized in fiscal 2004, a 42% increase.

        Our working capital needs are generally funded through cash flows from operations and borrowings under our credit arrangements. For the fiscal year ended March 31, 2005, we generated approximately $65.0 million of cash flows from operating activities, generated approximately $1.3 million in investing activities and used approximately $68.3 million in financing activities.

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        We have recently received several important new contract awards including:

•

A contract between our subsidiary, Triumph Gear Systems-Macomb, and General Electric to provide the inlet gearbox, as well as specific related spare parts for the CFM56 engine program for the life of the program. The Boeing 737 and Airbus A318, A319, A320, A321 and A340-200/-300 aircraft are the primary platforms for the CFM56 engine. The agreement has an estimated value of up to $300 million based upon current market forecasts.



•

A five-year contract between our subsidiary, Triumph Precision Castings Co., and the U.S. Army TACOM to provide first stage rotor blades for the AGT 1500 gas turbine propulsion engine used on the M1A1 Abrams tank. The contract has an estimated value of $32.9 million with production scheduled to start in November 2005.



•

A long-term contract with Lockheed Martin Corporation to supply major structural components on the Sniper and Arrowhead Advanced Targeting programs. The agreement between Lockheed Martin and our subsidiary, L.A. Gauge, has an estimated value in excess of $42 million over the next four years.



•

A contract for the design and manufacturing of the floor panel system for the A380 Freighter aircraft. This contract includes conceptual and concurrent detailed design, qualification testing, parts manufacturing and post-production support for the life of the A380 Freighter. This award represents a potential total program value in excess of $35 million for our subsidiary, Triumph Composite Systems, Inc., over the life of the A380F program.

OUTLOOK

        Sales for fiscal 2006 are expected to grow to a range of $700 to $750 million and earnings per share for fiscal 2006 of $1.75 to $2.00, with quarterly results sequentially improving during the year.

Our fiscal 2006 outlook is based on the following market assumptions:

•

The commercial jet aircraft market and the airline industry remain extremely competitive. Market liberalization in Europe and Asia has continued to enable low-cost airlines to gain market share. These airlines have increased the downward pressure on airfares. This results in continued cost pressures for all airlines and price pressure on our products. Major productivity gains are essential to ensure a favorable market position at acceptable profit margins. Conversely, we also expect the recent gain in the aircraft seat miles experienced by the airlines to continue, positively affecting our business. The continued growth in air freight also will benefit us and the industry.



•

World-wide air travel experienced a strong rebound in 2004. This rebound is notable in that it represents a recovery from the levels of calendar year 2003 which were depressed by the SARS outbreak in Asia, and represents a traffic level that exceeds the previous record which was set in 2000. It has taken the industry 4 years to exceed that level, indicating the difficulties faced by the world's airlines as they have dealt with the effects of recession, terrorism and disease. This traffic volume has been driven by strong world-wide economic growth which stimulates demand, and declining real airline yields which makes air travel more affordable to more people.



•

The downturn in the commercial air transport market segment, the lingering impact of the 2001 terrorist attacks, increases in fuel costs and heightened competition from low cost carriers have adversely affected the financial condition of some commercial airlines. Recently, several airlines have declared bankruptcy or indicated that bankruptcy may be imminent; however, a large portion of our aftermarket sales are to air cargo carriers, which are financially stable.



•

The major trends that shape the current military/defense environment include: significant but relatively flat U.S. Government defense and space budgets; rapid expansion of information and communication technologies; and the need for low cost, assured access to space. The 2005 U.S.

23

Department of Defense ("DoD") authorization was approved in the fourth quarter of 2004 at a total level of $400 billion (excluding supplementals). Although under pressure, the DoD budget remains strong and focused on transformation. With this continued pressure on the budget the DoD will continue to focus on affordability strategies emphasizing network-centric operations, joint interoperability, long-range strike, unmanned air combat and reconnaissance vehicles, precision guided weapons and continued privatization of logistics and support activities as a means to improve overall effectiveness while maintaining control over costs.

•

Deliveries of Airbus and Boeing large commercial aircraft are expected to be significantly higher in calendar 2005, compared to calendar 2004. Airbus and Boeing reported actual deliveries for calendar 2004 of 605 aircraft. Their deliveries for calendar 2005 are expected to increase by approximately 11%, to about 670 aircraft. Capacity in the global airline system, as measured by available seat miles ("ASMs"), is expected to continue to grow. We expect global ASM growth of about 5% in calendar 2005, compared to calendar 2004. Our sales to airlines for large commercial and regional aircraft aftermarket parts and service are expected to grow approximately proportionately with increases in capacity.



•

Total regional and business (at capacity) aircraft production is expected to be relatively flat in fiscal 2006, compared to fiscal 2005, as deliveries of business jets are expected to increase, offsetting the expected decrease in regional aircraft deliveries. In the regional aircraft market we expect to see growth in the 70-90 seat segment offset by continued weakness in the 50 seat products.



•

Military sales (OEM and aftermarket) are expected to increase roughly in line with global military budgets, which are expected to grow in the low single digit range for fiscal 2005, compared to fiscal 2004.

RESULTS OF OPERATIONS

Realignment

        We have reorganized our operations and organizational structure to realign the way we manage our business. The new structure separates our business of manufacturing proprietary and build to print products for the global aerospace OEM market and classifies these operations as the Aerospace Systems segment. At the same time, we have reorganized the Aftermarket Services segment to focus on the maintenance, repair and overhaul services on a global basis to both commercial and military markets on components and accessories manufactured by third parties. Under this new organizational structure, we had three reportable segments: Aerospace Systems, Aftermarket Services and Other. Our Aerospace Systems segment consists of 25 operating locations, the Aftermarket Services segment consists of 15 operating locations, and the Other segment consisted of 4 operating locations prior to the elimination of this segment at year end due to the shutdown, sale or transfer of assets to our other operating segments. Accordingly, the Company has two reportable segments.

Exit from IGT market and sale of discontinued operations

        During the second quarter of fiscal 2005, we incurred fixed asset impairment charges of $1.1 million related to IGT tooling and leasehold improvements in a facility that we determined we would no longer use as part of our restructuring activities. During the third quarter of fiscal 2005, we incurred fixed asset and intangible impairment charges of $0.7 million and $0.1 million, respectively. Also in the third quarter, we sold our IGT repair division and our plasma spray coating businesses. During the fourth quarter of fiscal 2005, we recorded an intangible asset impairment charge of $0.2 million and sold our Wisconsin Manufacturing division and other non-core assets. After taking into account the asset impairments, the net proceeds from the sale of these businesses and assets approximated net book value. The proceeds from the sales resulted in cash receipts of $8.9 million and

24

a promissory note in the amount of $0.9 million to be paid over one year. In addition to the asset impairments, we incurred $0.8 million of cash expenses related to the realignment.

        During fiscal 2005, we sold substantially all of the assets and certain liabilities of our metals businesses ("Metals") for cash proceeds of $17.1 million and recorded a $10.0 million loss on the sale of these businesses. The businesses that comprise the discontinued operations manufacture, machine, process and distribute metal products to customers in the computer, container and office furniture industries, primarily within North America, in addition to providing structural steel erection services. We have historically stated that we would retain Metals due to its positive cash flows which were used to fund the growth of our aviation businesses. However, in March 2003 we decided to focus on our core capabilities in aviation and sell Metals.

Fiscal year ended March 31, 2005 compared to fiscal year ended March 31, 2004

        Changes in net sales and segment operating income are discussed within the "Business Segment Performance" section below.

        Corporate general and administrative expenses increased by $3.6 million, or 37.7%, to $13.3 million for fiscal 2005 from $9.6 million for fiscal 2004, primarily due to increased audit and other expenses to comply with the Sarbanes-Oxley Act of 2002.

        Interest expense and other increased by $0.8 million, or 6.7%, to $13.0 million for fiscal 2005 from $12.2 million for the prior year period. This increase was primarily due to increased interest rates partially offset by lower average borrowings outstanding.

        The effective tax rate was 22.5% for fiscal 2005 and 20.5% for fiscal 2004. The fiscal 2005 effective tax rate of 22.5% varies from the federal statutory tax rate of 35% primarily due to benefits realized from the research and development tax credit of approximately $0.9 million and the Extraterritorial Income (ETI) Exclusion of approximately $1.8 million.

        Loss from discontinued operations before income taxes was $7.1 million for fiscal 2005 compared with a loss from discontinued operations before income taxes of $1.8 million for fiscal 2004, resulting in a change of $5.2 million, due to a loss on the sale of the assets of $10.0 million partially offset by operating profits primarily resulting from higher selling prices due to the increased global demand for steel. The benefit for income taxes was $2.7 million in fiscal 2005 compared to a benefit of $0.7 million in the prior year period.

25

Fiscal year ended March 31, 2004 compared to fiscal year ended March 31, 2003

        Changes in net sales and segment operating income are discussed within the "Business Segment Performance" section below.

        Corporate general and administrative expenses increased by $1.4 million, or 16.6%, to $9.6 million for fiscal 2004 from $8.3 million for fiscal 2003, primarily due to increased audit, staffing and regulatory costs.

        Interest expense and other decreased by $0.2 million, or 1.2%, to $12.2 million for fiscal 2004 from $12.4 million for the prior year period. This decrease was primarily due to lower interest rates, partially offset by increased borrowing related to businesses acquired and our capital expenditure program.

        The effective tax rate was 20.5% for fiscal 2004 and 35.5% for fiscal 2003. The fiscal 2004 effective tax rate of 20.5% varies from the federal statutory tax rate of 35% primarily due to benefits realized from the research and development tax credit of approximately $1.8 million and the ETI Exclusion of approximately $1.8 million. The rate also reflects approximately $2.0 million of favorable tax adjustments resulting from the completion of income tax audits through fiscal 2000, partially offset by state income taxes and nondeductible accruals.

        In March 2003, we designated Metals to be discontinued operations and we attempted to sell these businesses in fiscal 2004. The loss from discontinued operations before income taxes was $1.8 million for fiscal 2004 compared with a loss from discontinued operations before income taxes of $1.3 million for fiscal 2003. The benefit for income taxes was $0.7 million in fiscal 2004 compared to a benefit of $0.5 million in the prior year period.

Business Segment Performance

        We have reorganized our operations and organizational structure to realign the way we manage our business. The new structure separates our business of manufacturing proprietary and build to print products for the global aerospace OEM market and classifies these operations as the Aerospace Systems segment. At the same time, we have reorganized the Aftermarket Services segment to focus on the maintenance, repair and overhaul services on a global basis to both commercial and military markets on components and accessories manufactured by third parties. Under this new organizational structure, we have three reportable segments: Aerospace Systems, Aftermarket Services and Other. Our Aerospace Systems segment consists of 25 operating locations, the Aftermarket Services segment consists of 15 operating locations, and the Other segment consisted of 4 operating locations prior to the elimination of this segment at year end due to the shutdown, sale or transfer of assets to our other operating segments.

26

        The Aerospace Systems segment consists of our operations which manufacture products that primarily service the aerospace OEM market. The segment's operations design and engineer mechanical and electromechanical controls, such as hydraulic systems, main engine gearbox assemblies, accumulators and mechanical control cables. The segment's revenues are also derived from stretch forming, die forming, milling, bonding, machining, welding and assembly and fabrication of various structural components used in aircraft wings, fuselages and other significant assemblies. Further, the segment's operations also manufacture metallic and composite bonded honeycomb assemblies for floor panels, fuselage, wings and flight control surface parts. These products are sold to various aerospace OEMs on a global basis.

        The Aftermarket Services segment provides 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, aircraft 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 other aerostructures. 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.

        The Other segment's operations and assets, primarily comprised of the IGT businesses, manufactured or repaired and overhauled IGT components, primarily for OEMs and power generation equipment operators, and applied high temperature coatings for both internal and external customers. These operations and assets have been sold, liquidated, or re-deployed to the other two remaining segments, and are no longer a reportable segment after March 31, 2005.

Business Segment Performance—Fiscal year ended March 31, 2005 compared to fiscal year ended March 31, 2004

27

        Aerospace Systems:    The Aerospace Systems segment net sales increased by $76.8 million, or 18.4%, to $495.4 million for fiscal 2005 from $418.6 million for fiscal 2004. The increase was due to:

•

The sales increase of $45.4 million associated with the acquisitions of Parker Hannifin's United Aircraft Products Division, renamed Triumph Thermal Systems, in May 2003 and Rolls-Royce Gear Systems, Inc., renamed Triumph Gear Systems, Inc., from Rolls-Royce North America Venture I Inc. in January 2004 (collectively, the "2004 Acquisitions") completed in fiscal 2004; and



•

An increase in same store sales of $31.4 million due to the increased manufacturing of large structural precision components and assemblies for the aerospace and ground defense markets and cabin windows for the general aviation and corporate jet market as a result of customer demand related to increased production of both commercial and military aircraft.

        Aerospace Systems segment operating income increased by $1.4 million, or 2.7%, to $54.0 million for fiscal 2005 from $52.6 million for fiscal 2004. Operating income increased due to the 2004 Acquisitions as discussed above, which showed a year over year increase of approximately $6.3 million.

        Partially offsetting the increase in segment operating income were the following:

•

Increases in healthcare costs, research and development and depreciation and amortization expenses; and



•

Legal expenses associated with the trade secret litigation totaling approximately $2.8 million.

        Aftermarket Services:    The Aftermarket Services segment net sales increased by $25.4 million, or 17.2%, to $173.0 million for fiscal 2005 from $147.5 million for fiscal 2004. This increase was primarily due to the following:

•

Growth in global commercial air traffic and U.S. military maintenance demand resulted in increased demand for the repair and overhaul of auxiliary power units as well as the brokering of similar units; and



•

The inclusion of the casting facility net sales in this segment, since we made a decision to exit the IGT market. The casting business has transitioned its target market away from IGT products and shifted its focus to the production of aerospace products in the current year. Accordingly, the current year period results of the casting business are included in the Aftermarket Services segment. The prior year period results of the casting business are included in the Other segment. These actions are collectively referred to in this discussion as the "Casting Business Realignment".

        Aftermarket Services segment operating income decreased by $5.1 million, or 40.1%, to $7.6 million for fiscal 2005 from $12.7 million for fiscal 2004. This decrease was due to:

•

The $3.9 million operating loss of the casting business in the current year period as a result of the Casting Business Realignment; and



•

An increase in staffing, healthcare and other costs associated with the increase in business activity.

        Other Segment:    The Other segment net sales decreased by $19.8 million, or 42.7%, to $26.6 million for fiscal 2005 from $46.4 million for fiscal 2004. This was a result of our decision to exit the IGT business and stop taking sales orders relative to this particular market.

        The Other segment incurred an operating loss of $15.0 million for fiscal 2005 compared to an operating loss of $19.1 million for fiscal 2004. This improvement was due to the effect of the Casting Business Realignment, which included a $6.1 million operating loss of the casting business in the prior year period. Significant charges and costs of $3.1 million associated with the restructuring steps taken to exit the IGT business incurred in the current year.

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Business Segment Performance—Fiscal year ended March 31, 2004 compared to fiscal year ended March 31, 2003

        Aerospace Systems:    The Aerospace Systems segment net sales increased by $59.1 million, or 16.4%, to $418.6 million for fiscal 2004 from $359.5 million for fiscal 2003. The positive impact was primarily due to the sales increase of $69.3 million associated with the acquisition of The Boeing Company's Spokane Fabrication Operation (the "2003 Acquisition") in January 2003 and the 2004 Acquisitions, partially offset by decreases in net sales resulting from decreases in commercial airframe build rates.

        The Aerospace Systems segment operating income decreased by $1.0 million, or 1.9%, to $52.6 million for fiscal 2004 from $53.6 million for fiscal 2003. Operating income decreased primarily due to:

•

Decreases in net sales resulting from decreases in commercial airframe build rates;



•

Competitive market pressures and under absorption of plant capacity;



•

A $1.1 million gain recognized during fiscal 2004 related to modifications of employee benefit plans compared to a $4.5 million gain recognized during fiscal 2003. In fiscal 2004, we reduced our share of retiree medical benefits resulting in a $1.1 million gain, which was recognized in the second quarter of fiscal 2004. The fiscal 2003 gain included $5.1 million due to reductions in retiree medical benefits offset by a $0.6 million curtailment loss resulting from freezing a defined benefit pension plan; and



•

Increases in research and development of $5.4 million over the prior year period.

        Partially offsetting the decrease was approximately $11.1 million of year over year increase in operating results from the 2004 Acquisitions and 2003 Acquisition.

        Aftermarket Services:    The Aftermarket Services segment net sales increased by $1.0 million, or 0.7%, to $147.5 million for fiscal 2004 from $146.5 million for fiscal 2003. This increase was primarily due to the August 2002 acquisition of Furst Aircraft, Inc. with a year over year net sales increase of

29

$1.5 million. Partially offsetting this increase was reduced maintenance and repair and overhaul activity as compared to the prior year period.

        The Aftermarket Services segment operating income decreased by $3.5 million, or 21.4%, to $12.7 million for fiscal 2004 from $16.2 million for fiscal 2003. This decrease was due to:

•

Reduced maintenance and repair and overhaul activity as compared to the prior year period; and



•

Inventory write-downs of $2.3 million.

        Other Segment:    The Other segment net sales decreased by $16.2 million, or 25.9%, to $46.4 million for fiscal 2004 from $62.6 million for fiscal 2003. This decline was primarily due to an overall decrease in demand from OEMs and power generation equipment operators in the IGT market from the levels caused by the artificial energy shortage in late fiscal 2001. The lower level of perceived future energy requirements caused a significant number of order cancellations for new power generating equipment, and, as a result, current market shipments remained at approximately 30% of fiscal 2002 levels with inventories at some equipment manufacturers exceeding two years of demand.

        The Other segment incurred an operating loss of $19.1 million for fiscal 2004 compared to operating income of $9.0 million for fiscal 2003. This decline was primarily due to:

•

Decrease in sales to both OEMs and power generation equipment operators in the IGT market; and



•

Charges recorded during the third and fourth quarters of fiscal 2004 associated with $7.9 million of inventory write-downs and decisions made regarding the recoverability of customer accounts receivable of $1.6 million and the continuing value of certain fixed assets of $1.4 million associated with the IGT operations, partially offset by a reduction in employment costs which resulted from a reduction in headcount.

LIQUIDITY AND CAPITAL RESOURCES

        Our working capital needs are generally funded through cash flows from operations and borrowings under our credit arrangements. For the year ended March 31, 2005, we generated approximately $65.0 million of cash flows from operating activities, generated approximately $1.3 million in investing activities and used approximately $68.3 million in financing activities.

        We completed our previously announced plan to exit the IGT business, which had previously been part of the Other segment. All of the operations at the Phoenix Manufacturing Division of our subsidiary, Triumph Engineered Solutions, Inc., ceased as of March 31, 2005. In connection with the shutdown, we sold for cash certain of the assets at net book value. The remaining assets and backlog associated with the commercial aerospace business, which were included in the Other segment, have been transferred to our other facilities. In addition, assets of the IGT Repair Division were sold at net book value. Also, the assets of the Wisconsin Manufacturing Division of Triumph Engineered Solutions were sold during the fourth quarter of fiscal 2005. Proceeds from the sale of the assets resulted in cash receipts of $8.9 million and a note in the amount of $0.9 million.

        We had anticipated that up to $4.0 million of costs would be incurred in fiscal 2005 as the realignment was completed. We incurred approximately $3.1 million of charges, which is included in operating costs and expenses, of which approximately $0.8 million were cash expenses related to the realignment. Included in the $3.1 million is approximately $1.8 million and $0.3 million related to non-cash impairments of fixed assets and intangible assets, respectively.

        During fiscal 2005, we sold substantially all of the assets and certain liabilities of Metals for cash proceeds of $17.1 million and recorded a $10.0 million loss on the sale of these businesses. The businesses that comprise the discontinued operations manufactured, machined, processed and

30

distributed metal products to customers in the computer, container and office furniture industries, primarily within North America, in addition to providing structural steel erection services. We had historically stated that we would retain Metals due to its positive cash flows which were used to fund the growth of our aviation businesses. However, we decided to focus on our core capabilities in aviation and sell Metals.

        Capital expenditures were approximately $18.6 million for the fiscal year ended March 31, 2005 primarily for manufacturing machinery and equipment. We funded these expenditures through borrowings under our Credit Facility (as described below). We expect capital expenditures to be up to $25.0 million for our fiscal year ending March 31, 2006. The expenditures are expected to be used mainly to expand capacity or replace old equipment at several facilities.

        During fiscal 2005, we prepaid $22.8 million of principal of the Senior Notes as a result of the cash proceeds from the sales of TriWestern Metals and Kilroy Structural Steel, and the IGT businesses sold as prescribed by the amended note purchase agreement. See notes 4 and 18 of "Notes to Consolidated Financial Statements". In May 2005, an additional $2.8 million of principal was prepaid due to additional cash proceeds received from the above sales.

        In November 2004, as a result of our decision to exit the IGT business and the effect of the restructuring costs and operating losses incurred in the Other segment, we amended our Credit Facility to amend certain terms and covenants. Our Credit Facility bears interest at either the London InterBank Offering Rate ("LIBOR") plus between 1.00% and 2.38%, the prime rate (or the Federal Funds rate plus 0.5% if greater) or an overnight interest rate at our option. The variation in the interest rate is based upon our ratio of total indebtedness to earnings before interest, taxes, depreciation and amortization. In addition, we are required to pay a commitment fee of between 0.20% and 0.48% on the unused portion of our Credit Facility. As of March 31, 2005, $229.5 million was available under our Credit Facility. On March 31, 2005, an aggregate amount of approximately $26.3 million was outstanding under the Credit Facility, $25.0 million of which was accruing interest at LIBOR plus applicable basis points totaling 4.4% per annum, and $1.3 million of which was accruing interest at the overnight interest rate of 4.5% per annum. Amounts repaid under our Credit Facility may be reborrowed.

        In conjunction with amending our Credit Facility in November 2004, we also amended certain terms and covenants of our two classes of Senior Notes, for the same reasons described above. Effective March 31, 2005, we further amended certain terms and covenants of our two classes of Senior Notes.

        During fiscal 2005, we finalized the purchase price of our subsidiary, Triumph Gear Systems, Inc., and paid an additional $1.7 million as a result of settling on the values on the closing balance sheet. Also during fiscal 2005, we paid $5.2 million related to a contract signed with General Electric to provide the inlet gearbox as well as specific related spare parts for the CFM56 engine program for the life of the program. We expect to pay approximately $28.6 million in additional consideration through April 2007 related to the contract. The cash paid was funded by borrowings under our Credit Facility. See note 3 of "Notes to Consolidated Financial Statements."

        On December 15, 1998, we announced a program to repurchase up to 500,000 shares of our common stock. From the inception of the program through March 31, 2005, we have repurchased a total of 279,200 shares for a total purchase price of $6.9 million.

        The proceeds from the sale of assets have been offered, in accordance with the senior notes purchase agreement, and accepted by the noteholders of the senior notes. Some or all of the proceeds, which were used to repay the borrowings under the revolving credit facility, will need to be reborrowed

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to satisfy the obligation to the noteholders who elected to receive a prepayment. Our expected future cash flows for the next five years for long term debt, leases and other obligations are as follows:

Contractual Obligations

(1)

Included in our balance sheet at March 31, 2005.

(2)

Includes interest component.

        We believe that cash generated by operations and borrowings under our Credit Facility will be sufficient to meet anticipated cash requirements for our current operations. However, we have a stated policy to grow through acquisition and are continuously evaluating various acquisition opportunities. As a result, we currently are pursuing the potential purchase of a number of candidates. In the event that more than one of these transactions are successfully consummated, our 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

        Critical accounting policies are those accounting policies that can have a significant impact on the presentation of our financial condition and results of operations, and that require the use of complex and subjective estimates based upon past experience and management's judgment. Because of the uncertainty inherent in such estimates, actual results may differ from these estimates. Below are those policies applied in preparing our financial statements that management believes are the most dependent on the application of estimates and assumptions. For additional accounting policies, see Note 2 of "Notes to Consolidated Financial Statements."

Allowance for Doubtful Accounts

        Trade receivables are presented net of an allowance for doubtful accounts. In determining the appropriate allowance, we consider a combination of factors, such as industry trends, our customers' financial strength and credit standing, and payment and default history. The calculation of the required allowance requires a judgment as to the impact of these and other factors on the ultimate realization of our trade receivables. We believe that these estimates are reasonable and historically have not resulted in material adjustments in subsequent periods when the estimates are adjusted to actual amounts.

Inventories

        Inventories are stated at the lower of cost or market using the average cost or specific identification methods. We write down our inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those anticipated, inventory adjustments may be required. We believe that these estimates are

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reasonable and historically have not resulted in material adjustments in subsequent periods when the estimates are adjusted to actual amounts.

Revenue Recognition

        We recognize revenues in accordance with invoice terms, generally when completed products or repaired parts are shipped. Our policy with respect to sales returns and allowances generally provides that the customer may not return products or be given allowances, except at our option. Accruals for sales returns, other allowances, and estimated warranty costs are provided at the time of shipment based upon past experience. If actual future sales returns, allowances and warranty amounts are higher than past experience, additional amounts may be required. We believe that these estimates are reasonable and historically have not resulted in material adjustments in subsequent periods when the estimates are adjusted to actual amounts.

Goodwill and Intangible Assets

        Under Statement of Financial Accounting Standards No. 142, "Goodwill and Intangible Assets," ("SFAS No. 142") goodwill and intangible assets with indefinite lives are not amortized; rather, they are tested for impairment on at least an annual basis. Additionally, intangible assets with finite lives continue to be amortized over their useful lives.

        SFAS No. 142 requires a two-step impairment test for goodwill. The first step is to compare the carrying amount of the reporting unit's assets to the fair value of the reporting unit. If the fair value exceeds the carrying value, no further work is required and no impairment loss is recognized. If the carrying amount exceeds the fair value then the second step is required to be completed, which involves allocating the fair value of the reporting unit to each asset and liability, with the excess being implied goodwill. An impairment loss occurs if the amount of the recorded goodwill exceeds the implied goodwill. The determination of the fair value of our reporting units is based, among other things, on estimates of future operating performance of the reporting unit being valued. We are required to complete an impairment test for goodwill and record any resulting impairment losses annually. Changes in market conditions, among other factors, may have an impact on these estimates. We completed our required annual impairment test in the fourth quarter of fiscal 2005 and determined that there was no impairment. For our impairment test, we use market multiples from an external source for an average of stock price to earnings before interest, taxes, depreciation and amortization ("EBITDA") for certain companies in the aerospace and defense markets in computing the fair value of each reporting unit. In the event that market multiples for stock price to EBITDA in the aerospace and defense markets decrease, or the expected EBITDA for our reporting units decreases, a goodwill impairment charge may be required, which would adversely affect our operating results and financial condition. No impairment charges have been incurred since the adoption of Statement of Financial Accounting Standards No. 142, "Goodwill and Intangible Assets."

New Accounting Pronouncements

        In November 2004, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 151, "Inventory Costs, an amendment of Accounting Research Bulletin ("ARB") No. 43, Chapter 4," which adopts wording from the International Accounting Standards Board's ("IASB") International Accounting Standard No. 2 "Inventories" in an effort to improve the comparability of cross-border financial reporting. The FASB and IASB both believe the standards have the same intent; however, an amendment to the wording was adopted to avoid inconsistent application. The new standard indicates that abnormal freight, handling costs, and wasted materials (spoilage) are required to be treated as current period charges rather than as a portion of inventory cost. Additionally, the standard clarifies that fixed production overhead should be allocated based on the normal capacity of a production facility. The provisions of this statement will be

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effective for inventory costs incurred during fiscal years beginning after June 15, 2005. We are currently evaluating the impact that this statement will have on our consolidated financial statements.

        In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment, an Amendment of SFAS No. 123 and 95." This statement requires that the cost of all forms of equity-based compensation granted to employees, excluding employee stock ownership plans, be recognized in a company's income statement and that such cost be measured at the fair value of the stock options. This statement replaces the guidance in SFAS No. 123, "Accounting for Stock-Based Compensation," and APB No. 25, "Accounting for Stock Issued to Employees" and is effective for financial statements relating to annual periods beginning after June 15, 2005. We will adopt SFAS No. 123 (R) beginning on April 1, 2006. We believe the expensing of options may be material to the consolidated financial statements. See note 2 of "Notes to Consolidated Financial Statements" for the pro forma effects.

        During April 2005, the Board of Directors of the Company approved the acceleration of vesting of "underwater" unvested stock options held by certain current employees, including executive officers. Stock options held by non-employee directors were not included in the acceleration. A stock option was considered "underwater" if the option exercise price was greater than $30.74 per share, the market price on the date of the acceleration. In accordance with the provisions of SFAS No. 123, the pro forma compensation expense (before income tax) that would be recognized had the Company accounted for its options under the fair value method related to the April 2005 acceleration of vesting of "underwater" options is $3.6 million.

        In December 2004, the FASB issued FASB Staff Position 109-1 ("FSP 109-1") and 109-2 ("FSP 109-2"). FSP 109-1 provides guidance on the application of SFAS 109, "Accounting for Income Taxes", with regard to the tax deduction on qualified production activities provision within H.R. 4520 The American Jobs Creation Act of 2004 (Act) that was enacted on October 22, 2004. FSP 109-2 provides guidance on a special one-time dividends received deduction on the repatriation of certain foreign earnings to qualifying U.S. taxpayers. The Act contains numerous provisions related to corporate and international taxation including repeal of the ETI regime, creation of a new Domestic Production Activities ("DPA") deduction and a temporary dividends received deduction related to repatriation of foreign earnings. The Act contains various effective dates and transition periods related to its provisions. Under the guidance provided in FSP 109-1 the new DPA deduction will be treated as a "special deduction" as described in SFAS 109. As such, the special deduction has no effect on our deferred tax assets and liabilities existing at the enactment date. Rather, the impact of this deduction will be reported in the period in which the deduction is claimed on our income tax return. We currently derive benefit from the ETI exclusion. The Act reduces our ETI exclusion for fiscal 2005 and fiscal 2006 to 80% and 60% of the otherwise allowable exclusion. No exclusion will be available in fiscal 2007 and beyond. We do not expect the net effect of the phase-out of the ETI deduction and phase-in of the new DPA deduction to result in a material impact on our effective income tax rate in fiscal 2006. In FSP 109-2 the Financial Accounting Standards Board acknowledged that, due to the proximity of the Act's enactment date to many companies' year-ends and the fact that numerous provisions within the Act are complex and pending further regulatory guidance, many companies may not be in a position to assess the impacts of the Act on their plans for repatriation or reinvestment of foreign earnings. Therefore, the FSP provided companies with a practical exception to the permanent reinvestment standards of SFAS 109 and APB No. 23 by providing additional time to determine the amount of earnings, if any, that they intend to repatriate under the Act's provisions. We are not yet in a position to decide whether, and to what extent, we might repatriate foreign earnings to the U.S. Therefore, under the guidance provided in FSP 109-2, no deferred tax liability has been recorded in connection with the repatriation provisions of the Act. We are currently analyzing the impact of the temporary dividends received deduction provisions contained in the Act.

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Market Risk

        Our primary exposure to market risk consists of changes in interest rates on borrowings. An increase in interest rates would adversely affect our operating results and the cash flow available after debt service to fund operations and expansion. In addition, an increase in interest rates would adversely affect our ability to pay dividends on our common stock, if permitted to do so under certain of our debt arrangements, including our revolving credit facility. We manage exposure to interest rate fluctuations by optimizing the use of fixed and variable rate debt. The information below summarizes our market risks associated with debt obligations and should be read in conjunction with Note 7 of "Notes to Consolidated Financial Statements".

        The following table presents principal cash flows and the related interest rates. Fixed interest rates disclosed represent the weighted average rate as of March 31, 2005. Variable interest rates disclosed fluctuate with the LIBOR, federal funds rates and other weekly rates and represent the weighted average rate at March 31, 2005.

Expected Years of Maturity

        There are no other significant market risk exposures.

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 management's beliefs concerning future performance and capital requirements based upon current available information. Such statements are based on management's beliefs as well as assumptions made by and information currently available to management. 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 management's 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 segments, dependence of certain of our businesses on certain key customers as well as competitive factors relating to the aviation and metals industries. For a more detailed discussion of these and other factors affecting us, see the risk factors described in "Item 1. Business".

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

        See discussion in Item 7.

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Item 8.    Financial Statements and Supplementary Data

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

        The management of Triumph Group, Inc. ("Triumph" or the "Company") is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Triumph's internal control system over financial reporting is designed 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. The Company's internal control over financial reporting includes those policies and procedures that:

(i)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;



(ii)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Company; and



(iii)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

        Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in condition, or that the degree of compliance with the policies or procedures may deteriorate.

        Triumph's management assessed the effectiveness of Triumph's internal control over financial reporting as of March 31, 2005. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on management's assessment and those criteria, management believes that Triumph maintained internal control over financial reporting as of March 31, 2005 that was effective to provide reasonable assurance with respect to financial statement preparation and presentation.

        Triumph's independent registered public accounting firm, Ernst & Young LLP, has issued an audit report on management's assessment and the effectiveness of Triumph's internal control over financial reporting. This report appears on page 37 of this Form 10-K.

June 13, 2005

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Board of Directors and Stockholders of Triumph Group, Inc.

        We have audited management's assessment, included in the accompanying Management's Report on Internal Control Over Financial Reporting, that Triumph Group, Inc. maintained effective internal control over financial reporting as of March 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Triumph Group Inc.'s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the company's internal control over financial reporting based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

        A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        In our opinion, management's assessment that Triumph Group, Inc. maintained effective internal control over financial reporting as of March 31, 2005, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Triumph Group, Inc. maintained, in all material respects, effective internal control over financial reporting as of March 31, 2005, based on the COSO criteria.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Triumph Group, Inc., as of March 31, 2005 and 2004 and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended March 31, 2005 of Triumph Group, Inc. and our report dated June 13, 2005 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

Philadelphia, Pennsylvania
June 13, 2005

37

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Triumph Group, Inc.

        We have audited the accompanying consolidated balance sheets of Triumph Group, Inc. as of March 31, 2005 and 2004, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended March 31, 2005. Our audits also included the financial statement schedule listed in the index at Item 15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Triumph Group, Inc. at March 31, 2005 and 2004, and the consolidated results of its operations and its cash flows for each of the three years in the period ended March 31, 2005, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material repects the information set forth therein.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Triumph Group, Inc.'s internal control over financial reporting as of March 31, 2005, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 13, 2005 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

Philadelphia, Pennsylvania
June 13, 2005

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TRIUMPH GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)