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As filed with the Securities and Exchange Commission on November 24, 2009August 12, 2010

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TRIUMPH GROUP, INC.
(as Issuer)

SEE TABLE OF ADDITIONAL REGISTRANTS

(as Guarantors)
(Exact name of Registrant as Specified in Its Charter)

1550 Liberty Ridge Drive
Suite 100
Wayne, Pennsylvania 19087
(610) 251-1000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

John B. Wright, II
Vice President, General Counsel and Secretary
Triumph Group, Inc.
1550 Liberty Ridge Drive
Suite 100
Wayne, Pennsylvania 19087
(610) 251-1000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

With copies to:

Gerald J. Guarcini
Ballard Spahr LLP
1735 Market Street
51^st Floor
Philadelphia, Pennsylvania 19103
(215) 665-8500
Facsimile: (215) 864-8999

Approximate date of commencement of proposed sale of the securities to the public:exchange offer: As soon as practicable after the effective date of this Registration Statement.

           If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

           If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

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

           If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

           Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    o

CALCULATION OF REGISTRATION FEE

(1)

Calculated in accordance with Rule 457(f)(2) under the Securities Act of 1933, as amended.

(2)

The entities listed on the Table of Additional Registrants on the following page have guaranteed the notes being registered hereby.

(3)

No separate consideration will be received for the guarantees, and no separate fee is payable pursuant to Rule 457(n) of the Securities Act.

           The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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TABLE OF ADDITIONAL REGISTRANTS

        The following domestic subsidiaries of Triumph Group, Inc. are guarantors of the new notes and are co-registrants:

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c/o Triumph Group, Inc.
1550 Liberty Ridge Drive
Suite 100
Wayne, Pennsylvania 19087
(610) 251-1000

(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Each of the Co-Registrant's Principal Executive Offices)

John B. Wright, II
Vice President, General Counsel and Secretary
Triumph Group, Inc.
1550 Liberty Ridge Drive
Suite 100
Wayne, Pennsylvania 19087
(610) 251-1000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service for Each Co-Registrant)

With with copies to:

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 24, 2009AUGUST 12, 2010

PROSPECTUS

TRIUMPH GROUP, INC.

Offer to Exchange

All Outstanding 8%8.625% Senior Notes due 20172018
issued November 16, 2009
($175,000,000 aggregate principal amount outstanding)
for newly-issued, registered
8%Registered under the Securities Act

For

A Like Principal Amount of Outstanding 8.625% Senior Notes Due 2017
This exchange offer will expire at 5:00 p.m.,
New York City time, on                        , 2009, unless extended.due 2018

•

We are offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange $175,000,000up to $350,000,000 aggregate principal amount of our 8% senior notes8.625% Senior Notes due NovemberJuly 15, 2017,2018, registered under the Securities Act of 1933, as amended, or the "Securities Act," and referred to in this prospectus as the new notes, for all $175,000,000 aggregatean equal principal amount of our outstanding unregistered 8% senior notes8.625% Senior Notes due NovemberJuly 15, 2017 issued on November 16, 2009,2018, which are referred to in this prospectus as the old notes. The new notes will represent the same debt as the old notes and will be issued under the same indenture as the old notes.

The exchange offer expires at 5:00 p.m., New York City time,
on                        , 2010, unless extended.



Terms of the Exchange Offer

•

Subject to the terms of this exchange offer, weWe will exchange the new notes for all old notes that are validly tendered and not withdrawn prior to the expiration of thisthe exchange offer.



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You may withdraw tenders of old notes at any time prior to the expiration of the exchange offer.



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The terms of the new notes will be substantially identical in all material respects to the terms of the old notes, except that the new notes will be registered under the Securities Act and will generally not be subject to transfer restrictions, orwill not be entitled to registration rights. The old notes were issued in reliance upon an available exemption fromrights and will not have the right to earn additional interest under circumstances relating to our registration requirements of the Securities Act.



•

We will pay interest on the new notes on each May 15 and November 15, beginning May 15, 2010.obligations.



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The new notes will be fully and unconditionally guaranteed on a senior unsecuredfull, joint and several basis by each of our material domestic restricted subsidiaries who have guaranteedthat is a borrower under any of our obligations with respect tocredit facilities or that guarantees any of our seniordebt or that of any of our restricted subsidiaries under our credit facilities and in the old notes.future by any domestic restricted subsidiaries that are borrowers under any credit facility or that guarantee any of our debt or that of any of our restricted subsidiaries incurred under any credit facility.



•

We dowill not intend to apply for listing of the new notes onreceive any securities exchange or to arrange for them to be quoted on any quotation system.



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The exchange offer is subject to customary conditions, including the condition thatcash proceeds from the exchange offer not violate applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission (the "SEC").offer.



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The exchange of old notes for new notes pursuant to this exchange offer generally should not be a taxable event for U.S. federal income tax purposes. See the discussion under the caption "Certain Material U.S. Federal Income Tax Consequences.Considerations."



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We willThere is no existing market for the new notes to be issued, and we do not receiveintend to apply for listing or quotation on any proceeds from thissecurities exchange offer.or market.

         Investing in the new notes involves risks. You should consider carefully the risk factors beginningSee "Risk Factors" on page 1723 of this prospectus for a discussion of factors you should consider before tendering your old notesparticipating in this exchange offer.

         Neither theNEITHER THE SEC nor any state securities commission has approved or disapproved of the new notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE NEW NOTES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

         Each broker-dealer that receives new notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that we will make this prospectus available to any broker-dealer for use in connection with any such resale until the earlier of 180 days after the closing of thisdate the exchange offer orregistration statement becomes effective and the date on which each sucha broker-dealer has resold all of the new notes acquired by itis no longer required to deliver a prospectus in this exchange offer.connection with market-making or other trading activities. See "Plan of Distribution."

The date of this prospectus is                      , 20092010

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FORWARD LOOKING STATEMENTSIncorporation of Certain Documents by Reference		ii3
INDUSTRY AND MARKET DATAWhere You Can Find More Information		iii3
SUMMARYIndustry and Market Data		14
RISK FACTORSDisclosure Regarding Forward-Looking Statements		175
USE OF PROCEEDSSummary		267
RATIO OF EARNINGS TO FIXED CHARGESRisk Factors		2623
CAPITALIZATIONThe Exchange Offer		2739
THE EXCHANGE OFFERUse of Proceeds		2848
BUSINESSRatio of Earnings to Fixed Charges		3648
DESCRIPTION OF CERTAIN INDEBTEDNESSCapitalization		5949
DESCRIPTION OF NEW NOTESThe Vought Acquisition		50
Unaudited Pro Forma Condensed Combined Financial Information		52
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements		56
Triumph Selected Historical Financial Data		63
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESVought Selected Historical Financial Data		11064
PLAN OF DISTRIBUTIONTriumph Management's Discussion and Analysis of Triumph's Financial Condition and Results of Operations		11165
LEGAL MATTERSVought Management's Discussion and Analysis of Vought's Financial Condition and Results of Operations		11190
EXPERTSBusiness		111113
WHERE YOU CAN FIND MORE INFORMATIONDescription of Certain Indebtedness		112136
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCEDescription of New Notes		112140
Plan of Distribution		187
Certain U.S. Federal Income Tax Considerations		188
Legal Matters		189
Experts		189

        You should rely only on the information in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to exchange and issue the new notes in any jurisdiction where the offer or exchange is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations, and prospects may have changed since that date.

        Unless otherwise indicated or required by context, the terms "Triumph," the "Company," "we," "us," and "our" as used in this prospectus refer to Triumph Group, Inc. and its consolidated subsidiaries. The term "Vought Acquisition" refers to our acquisition of Vought Aircraft Industries, Inc. on June 16, 2010 and the term "Vought" as used in this prospectus refers to Vought Aircraft Industries Inc. and its consolidated subsidiaries or, with respect to the time period after the Vought Acquisition, Triumph Aerostructures, LLC (as successor to Vought Aircraft Industries, Inc.) and its consolidated subsidiaries.

        Our fiscal year begins on April 1 and ends on March 31 of the following year. In the context of any discussion of our financial information in this prospectus and the documents incorporated by reference herein, any reference to a year or to any quarter of that year relates to the fiscal year ended on March 31 of that year. Prior to the Vought Acquisition, Vought's fiscal year began on January 1 and ended on December 31 of that year. In the context of any discussion of Vought's historical financial information in this prospectus and the documents incorporated by reference herein, any reference to a year or to any quarter of that year relates to the fiscal year ended on December 31 of that year. Following the Vought Acquisition, Vought's fiscal year is the same as our fiscal year.




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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


        The SEC allows us to "incorporate by reference" in this prospectus the information in other documents that we file with it. This means that we are disclosing important information by referring to another document separately filed with the SEC. This information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information in this prospectus. Information in documents that we file later with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus. We incorporate by reference the documents set forth below:

•

our Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended March 31, 2010;



•

our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010; and



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our Current Reports on Form 8-K filed on April 30, 2010, May 24, 2010, May 26, 2010, May 28, 2010, June 9, 2010, June 22, 2010 and June 25, 2010 (excluding information furnished under Item 2.02, 7.01 or 9.01).

        We also incorporate by reference into this prospectus any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than those made pursuant to Item 2.02 or Item 7.01 of Form 8-K or any other information "furnished" to the SEC, unless specifically stated otherwise) after the date of this prospectus and prior to the later of (i) the termination or completion of the exchange offer and (ii) the termination of the period of time described under "Plan of Distribution" during which we have agreed to make available this prospectus to broker-dealers in connection with certain resales of the new notes.

        You may obtain any of the documents incorporated by reference in this prospectus from the SEC through the SEC's website at the address provided above and on our website atwww.triumphgroup.com. Information contained or linked to or from our website is not being made to, and we will not accept surrenders for exchange from, holders of old notes in any jurisdiction in which this exchange offer or the acceptancea part of this exchange offer would violate the securities or blue sky lawsprospectus. You also may request a copy of that jurisdiction.

        This prospectus incorporatesany document incorporated by reference important business and financial information aboutin this prospectus, at no cost, by writing or calling us that is not included in or delivered with this prospectus. This information is available without charge upon written or oral request directed to: Investor Relations,at the following address: Triumph Group, Inc., 1550 Liberty Ridge Drive, Suite 100, Wayne, Pennsylvania 19087; telephone number:PA 19087, (610) 251-1000.251-1000, Attention: Investor Relations.

To obtain timely delivery, you must request the information no later than                        , 2009,2010, which is five business days prior to the expiration of this exchange offer. In the event that we extend the exchange offer, you must submit your request at least five business days before the expiration of the exchange offer, as extended. We may extend the exchange offer in our sole discretion. See "The Exchange Offer" for more detailed information.

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WHERE YOU CAN FIND MORE INFORMATION


        We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the new notes. The registration statement, including the attached exhibits and schedules, contains additional relevant information about us and the new notes. The rules and regulations of the SEC allow us to omit from this prospectus certain information included in the registration statement.

        We file reports and other information with the SEC under the Exchange Act. You may read and copy any of this information at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the SEC's public reference room. Our SEC filings also are available on the SEC's website athttp://www.sec.gov.




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INDUSTRY AND MARKET DATA


        In this prospectus and the documents incorporated by reference herein, we refer to information and statistics regarding our industry, the size of certain markets and our position within the sectors in which we compete. Some of the market and industry data contained in this prospectus and the documents incorporated by reference herein is based on independent industry and trade publications or other publicly available information, or information published by original equipment manufacturers, or "OEMs," while other information is based on our good faith estimates, which are derived from our review of internal surveys, as well as independent sources listed in this prospectus and the documents incorporated by reference herein and the knowledge and experience of our management in the markets in which we operate. The estimates contained in this prospectus and the documents incorporated by reference herein have also been based on information obtained from our customers, suppliers and other contacts in the markets in which we operate. Although we believe that these independent sources and internal data are reliable as of their respective dates, the information contained in them has not been independently verified, and we cannot assure you as to the accuracy or completeness of this information. As a result, you should be aware that the market and industry data and the market share estimates set forth in this prospectus, and beliefs and estimates based thereon, may not be reliable. We have made rounding adjustments to reach some of the figures included in this prospectus and the documents incorporated by reference herein. As a result, amounts shown as totals in some tables may not be arithmetic aggregations of the amounts that precede them.




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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS


        This prospectus contains or incorporates by reference statements that are forward-looking statements within the meaning of the federal securities laws, including statements about our expectations, beliefs, intentions and strategies for the future. We have identified some of these forward-looking statements with words such as "anticipates," "believes," "expects," "estimates," "may," "will," "should" and "intends" and the negative of these words or other comparable terminology.

These forward-looking statements involve knowninclude, without limitation, our expectations with respect to the costs and unknown riskschanges, capitalization and uncertainties, includinganticipated financial impact of the acquisition of Vought as well as risks resulting from economic and market conditions, the regulatory environment in which we operate, competitive activities and other business conditions. Our

        These forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties that could cause the our actual results mayto differ materially from results anticipated in these forward-looking statements. Because of these uncertainties, you should not rely on these forward-looking statements. Most of these factors are outside of our control and are difficult to predict. Important factors that could cause actual results to differ materially from the forward-looking statements include but are not limited to:

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integrationour ability to successfully integrate the Vought business and other acquired businesses and realize the anticipated benefits of acquired businesses;such acquisitions;



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availability of required capital;



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product liabilities in excess of insurance;



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technological developments;



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dependence of certain of our businesses on certain key customers;



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limited availability of raw materials;



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limited availability of skilled personnel;



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costs and expenses and any liabilities associated with pending or threatened litigation;



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the effects of customers canceling or modifying orders;



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actions taken or conditions imposed by the United States and foreign governments;



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the effect on our revenuesnet sales of political and legal processes and potential defense budget reductions by government customers;



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the impact of volatile fuel prices on the airline industry;



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our ability to attract and retain qualified professionals;



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long-term trends in passenger and cargo traffic in the airline industry;



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changes in governmental regulation;



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international hostilities and terrorism; andthe impact of work stoppages or labor disruptions at our locations or at our customers or suppliers;



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international hostilities and terrorism;



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general economic conditions or cyclical factors affecting the aerospace industry or our business segments.business;



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returns on pension assets and impacts of future discount rate changes on pension obligations; and



•

environmental liabilities arising out of past or present operations.




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        We base our forward-looking statements on information currently available to us, and, except as required by law, we undertake no obligation to update these statements, whether as a result of changes in underlying factors, new information, future events or other developments.developments except as required by law. We do not, nor does any other person, assume responsibility for the accuracy and completeness of those statements. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed above as well as those discussed under the caption "Risk Factors."

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INDUSTRY AND MARKET DATA


        In this prospectus and the documents incorporated by reference herein, we refer to information and statistics regarding our industry, the size of certain markets and our position within the sectors in which we compete. Some of the market and industry data contained in this prospectus and the documents incorporated by reference herein are based on independent industry and trade publications or other publicly available information, or information from original equipment manufacturers, or "OEMs," while other information is based on our good faith estimates, which are derived from our review of internal surveys, as well as independent sources listed in this prospectus and the documents incorporated by reference herein, and our management's knowledge and experience in the markets in which we operate. Our estimates have also been based on information obtained from our customers, suppliers and other contacts in the markets in which we operate. Although we believe that these independent sources and our internal data are reliable as of their respective dates, the information contained in them has not been independently verified, and we cannot assure you as to the accuracy or completeness of this information. As a result, you should be aware that the market and industry data and the market share estimates set forth in this prospectus and the documents incorporated by reference herein, and beliefs and estimates based thereon, may not be reliable.

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SUMMARY


        This summary contains basic information about our company and the exchange offer. It may not contain all the information that may be important to you. Investors should carefully read this entire prospectus, including the information set forth under "Risk Factors" and in our consolidated financial statements and the related notes and other documents incorporated by reference herein before making an investment decision.thereto. Unless otherwise indicated or required by the context, the terms "Triumph," the "Company," "we," "us," and "our," refer to Triumph Group, Inc. and its consolidated subsidiaries. Unless otherwise noted, references to years areThe term "Vought Acquisition" refers to our acquisition of Vought Aircraft Industries, Inc. on June 16, 2010 and the term "Vought" as used in this prospectus refers to Vought Aircraft Industries Inc. and its consolidated subsidiaries or, with respect to the time period after the Vought Acquisition, Triumph Aerostructures, LLC (as successor to Vought Aircraft Industries, Inc.) and its consolidated subsidiaries. Our fiscal years, which endyear begins on April 1 and ends on March 31.31 of the following year. In the context of any discussion of our financial information in this prospectus and the documents incorporated by reference herein, any reference to a year or to any quarter of that year relates to the fiscal year ended on March 31 of that year. Prior to the Vought Acquisition, Vought's fiscal year began on January 1 and ended on December 31 of that year. In the context of any discussion of Vought's historical financial information in this prospectus and the documents incorporated by reference herein, any reference to a year or to any quarter of that year relates to the fiscal year ended on December 31 of that year. Following the Vought Acquisition, Vought's fiscal year is the same as our fiscal year.


Our Company


        We are a leader in manufacturingleading manufacturer of and overhaulingprovider of repair and maintenance services for aerospace systems and components, serving a broad spectrum of companies within the aerospace industry. We design, engineer, manufacture, repair and overhaul aircraft components and aerostructures. Our clients includecustomers consist of original equipment manufacturers, or "OEMs," of commercial, military, regional and business aircraft and components, as well asthe U.S. military, commercial airlines and air cargo carriers. We design, engineer, manufacture, repaircarriers, and overhaul aircraft components, such as hydraulic, mechanicalinclude:

•       Boeing		•       Honeywell
•       Airbus (a division of EADS NV)		•       Lockheed Martin
•       Bell Helicopter (a division of Textron)		•       Northrop Grumman
•       Cessna (a division of Textron)		•       Raytheon
•       Gulfstream (a division of General Dynamics)		•       Rolls-Royce
•       General Electric		•       Sikorsky (a division of United Technologies)

        Our diversification across OEMs 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. Our diversification,platforms, coupled with our ever-broadening product offering, allowsofferings, enables us to respond to the changingevolving needs of our customers and the marketplace. Operatingcustomers. In addition, we are well positioned in a highly fragmented industry, we are well positioned as one of the fewa limited number of companies worldwide that can offer a wide solutionbroad range of products, servicessystems and systemsservices to the largest aerospace and airline companies in the industry.companies. For the fiscal year ended March 31, 20092010 and the sixthree months ended SeptemberJune 30, 2009,2010, we generated net sales of $1,240$1.3 billion and $406.4 million, respectively. On a pro forma basis after giving effect to the Vought Acquisition, for the year ended March 31, 2010 and $629.3the three months ended June 30, 2010, we generated net sales of $3.2 billion and $763.4 million, respectively. As of June 30, 2010, we had a current backlog of approximately $3.3 billion. See "—Summary Consolidated Historical and Pro Forma Financial Data of Triumph."

        Headquartered in Wayne, Pennsylvania, weWe operate asthrough a groupdecentralized structure of 4144 aerospace companies with 5464 locations in the United States, Europe, Mexico and Thailand. Because eachThailand, while maintaining an integrated marketing and sales force for all of our companies maintains its own identity,operating companies. Through our decentralized structure, we are able to preserve specialized skills and distinct customer base, webases for many of our group companies, which enhances our diversification and increases our operating flexibility to better serve our customers. Our sales and marketing team serves as a whole possess flexibility to respond to changessingle point of customer contact for our extensive range of products. The




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team consists of customer-focused sales professionals as well as specialists at individual operating companies who assist them with expertise and depth of knowledge in the marketplace, including combining individual companies' productsparticular products.


Aerospace End Markets and services to serve our customers.Platforms


        Our customer base includes nearly all of the world's major OEMs, and commercial airlines, the U.S. military and a number of commercial airlines and air cargo carriers. The chart below presents our net sales by end market for the twelve months ended March 31, 2010 on a pro forma basis after giving effect to the Vought Acquisition. Amounts have been rounded where necessary.


Our End Markets




We provide products and services to the following platforms used in the commercial, military, business and regional aircraft end markets:

Commercial Aircraft Market.

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Large wide-body aircraft with twin aisles (more than 200 seats).  Wide-body aircraft for which we provide parts, assemblies and services toinclude the following platforms:

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Large Commercial Jets, such as Boeing 737, 747,747-8, 767, 777 and 787 and the Airbus 319, 320, 321, 330, 350, 380;A330/340, A350 and A380, as well as the A350XWB, planned for entry into service in 2013.



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Smaller narrow-body aircraft with single aisles (excluding regional aircraft) (100 to 200 seats). Narrow-body aircraft for which we provide parts, assemblies and services include the Boeing 737, the Airbus A320 family and the Bombardier C series.

Military Aircraft such as Boeing C-17 Globemaster III,Market.

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Fighter and Attack Aircraft—Fighter aircraft are used to engage in air-to-air combat and to control the airspace over the battlefield, thereby enabling other allied forces to carry out their missions. Attack aircraft support ground troops in close air support roles and penetrating attacks. Fighter and attack aircraft platforms for which we provide parts, assemblies and services include the F/A-18 Hornet, V-22 Osprey, CH-47 Chinook, Sikorsky UH-60 Black Hawk, Lockheed Martinthe F-15 Eagle, the F-16 Fighting Falcon, andthe F-35 Lightning II Northrop Grummanand the E-2C Hawkeye 2000, and Space Vehicles, such as Delta Launch Space Vehicle and International Space Station;Hawkeye.



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Business Jets, such as Cessna, Gulfstream, Bombardier, ChallengerTransport Aircraft or Cargo Aircraft—Aircraft in this category are used to transport troops, equipment and Learjet;humanitarian aid, and



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Regional Commercial Jets, such as Bombardier CRJ100/200, CRJ700 are able to operate from short and Embraer ERJ 135/145, ERJ 170/190.roughly prepared airfields and to perform airdrops of troops and equipment when landing is not an option. Transport and cargo aircraft platforms for which we provide parts, assemblies and services include the Boeing C-17 Globemaster III, and the Lockheed Martin C-130 Hercules.




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Rotorcraft—Rotorcraft have broad and varied uses including intra-theater cargo delivery, troop transport and rapid insertion, observation and patrol, ground attack and search and rescue and special operations. Rotorcraft have been critical to the U.S. military's efforts in Iraq and Afghanistan and their heavy usage has led to continued demand for new rotorcraft and repairs and refurbishments of existing military rotorcraft. Rotorcraft platforms for which we provide parts, assemblies and services include the UH-60 Black Hawk, V-22 Osprey, CH-47 Chinook and the AH-64 Apache.



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Unmanned Air Vehicles ("UAVs")—UAVs have generally been used for observation and command and control. This class of aircraft plays an important role in U.S. military strategy, and is also being increasingly used for weapons delivery and air combat. UAV platforms for which we provide parts, assemblies and services include the Global Hawk, the Predator and the Hunter.



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Aerial Tanker Aircraft—Tankers are used to deliver fuel to other aircraft while airborne and are essential to the effective use of combat and support aircraft. Tanker aircraft platforms for which we provide parts, assemblies and services include the KC-10 and KC-135. In addition, the U.S. Air Force recently issued a request for proposal ("RFP") for designs for the KC-X tanker, which will replace the KC-135. We provide parts, assemblies and services for the planned proposals of both Boeing (a modified version of its 767 commercial airframe) and EADS (the A330 Tanker).

        In addition, we provide parts, assemblies and services to Space Vehicles, such as the Delta Launch Space Vehicle and International Space Station.

        Business Jet Aircraft Market.    The business jet market includes personal and business jet aircraft with a worldwide fleet today exceeding 14,000 aircraft. There are currently more than 40 different models of business jets in production or development, ranging from very light jets (VLJ) seating four passengers to transcontinental business jets that carry up to 19 passengers. The business jet market is generally classified into three major segments: light (which include VLJ, entry and light jets with sale prices ranging from approximately $1 million to $10 million per aircraft), medium (which include light-mid, medium and super-mid jets with sale prices ranging from approximately $10 million to $20 million per aircraft), and heavy (which include heavy, long range and ultra long range jets with sale prices ranging from approximately $20 million to $45 million per aircraft). Purchasers of business jets include U.S. and foreign corporations, fractional leasing companies, wealthy individuals and U.S. and foreign governments. Our business jet customers include Bombardier, Cessna, Dassault Aviation, Embraer, Gulfstream, Hawker Beechcraft and Learjet. We typically provide parts, assemblies and services to our business jet customers across all of their business jet platforms.

        Regional Jet Aircraft Market.    The regional jet market includes smaller commercial jet aircraft ranging in size from approximately 40 to 110 seats. Regional jet aircraft platforms for which we provide parts, assemblies and services include the Embraer EM145, the Bombardier/Canadair CRJ700, CRJ1000 and CRJ200, the Bombardier/DeHavilland DHC 8 series and the British Aerospace BAE146/AVRO RJ.


Our Business Segments


        We currently offer our products and services through two operating segments: Triumph Aerospace Systems Group ("Aerospace Systems") and Triumph Aftermarket Services Group ("Aftermarket Services").Services.

Aerospace Systems

        Aerospace Systems engages in the design, and development, manufacture, repair, sales and life cyclelifecycle support of complete metallic structural assemblies, as well as mechanical, electromechanical, hydraulic and hydromechanical control systems. The entire range of these opportunities is available withAerospace Systems serves as a single point of customer contact within the Aerospace Systems segment, giving us whatfor this extensive range of products, which we believe to begives us a significant competitive advantage over




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many of our peers;competitors. Aerospace System's products range from individual components to satisfy a specific line or spares requirement;highly integrated systems and assemblies to kits of components or assemblies delivered just in timeto individual components and satisfy customer requirements at point-of-use to support customer production; to highly integrated systemsvarious stages of structure and/or controls to be installed far down a customer's assembly line.the manufacturing process. Aerospace Systems also performs complex machining processes, offers machining capabilities and structural component forming, and provides customers with the full range of structural components, as well as complete assemblies and subassemblies. The segment servicesAerospace Systems' customers include aerospace OEMs and the top-tierother tier one manufacturers who supply them, airlines, air cargo carriers, and domestic and foreign militaries. For the fiscal year ended March 31, 20092010 and the sixthree months ended SeptemberJune 30, 2009,2010, Aerospace Systems generated net sales before inter-segment eliminations of $988.4$1,073.5 million and $516.4$346.9 million, respectively.

        The principal products and services of our Aerospace Systems segment prior to the Vought Acquisition are set forth below.

Business Description		Select Products/Services		Primary End Markets
	•       Designs, engineers, manufactures and builds complete mechanical, electromechanical and hydraulic systems •       Performs complex manufacturing, machining and forming processes for full range of structural components and higher-level assemblies		•       Acoustic insulation systems		•		Exhaust nozzles and ducting		•		Main engine gear box assemblies
	•		Aircraft and engine mounted		•		Floor beams		•		Primary and secondary flight
			accessory drive		•		Heat exchangers				control systems
	•		Cockpit control levers		•		High-lift actuation		•		Stretch-formed leading edges and
	•		Composite and metal bonding		•		Landing gear actuation systems				fuselage skins
	•		Composite ducts and floor panels		•		Landing gear components and		•		Windows and window assemblies
	•		Control system valve bodies				assemblies		•       Exhaust nozzles and ducting •       Floor beams •       Heat exchangers •       High-lift actuation •       Landing gear actuation systems •       Landing gear components and assemblies •       Main engine gear box assemblies •       Primary and secondary flight control systems •       Stretch-formed leading edges and fuselage skins •       Windows and window assemblies •		Wing spars and stringers		•       Aerospace OEMs and the top-tier manufacturers that supply them •       Domestic and foreign militaries •       Airlines •       Air cargo carriers




TableAcquisition of ContentsVought Aircraft Industries, Inc.

        On June 16, 2010, we completed our acquisition of Vought. The results of Vought are included in the Aerospace Systems segment from June 16, 2010 through June 30, 2010. Vought is a leading global manufacturer of aerostructure products for commercial, military and business jet aircraft. For the twelve months ended March 28, 2010, the commercial, military and business jet aircraft end markets accounted for $1,008.1 million, $691.0 million and $258.9 million, respectively, of Vought's revenue, or 52%, 35%, and 13%, respectively, of Vought's total revenue. Vought develops and manufactures a wide range of complex aerostructures such as aircraft fuselages, wing and tail assemblies, engine nacelles, flight control surfaces as well as helicopter cabins. Vought's diverse and long-standing customer base consists of the leading aerospace OEMs, including Airbus, Boeing, Cessna, Gulfstream, Lockheed Martin, Northrop Grumman and Sikorsky, as well as the U.S. military. We believe that Vought's new product and program development expertise, engineering and composite capabilities, the importance of its aerostructure products to its OEM customer base and Vought's advanced manufacturing capabilities make Vought an important partner to its customers. Vought collaborates with its customers and provides the latest technologies to address their needs for complex, highly engineered aerostructures. Vought's products are used on many of the largest and longest running programs in the aerospace industry, including the Boeing 737, 747-8, 767 and 777, C-17 Globemaster III, CH-47 Chinook, the Airbus 330/340, Lockheed Martin C-130, Sikorsky H-60 and Gulfstream G350, G450, G500 and G550. Vought is also a key supplier to its customers on programs that it believes have high growth potential, such as the Northrop Grumman Global Hawk unmanned aerial vehicle, Boeing 787 and V-22 Osprey. For the twelve months ended March 28, 2010, Vought generated total revenue of approximately $2.0 billion. See "—Vought Summary Historical Consolidated Financial Data."

Aftermarket Services

        Aftermarket Services performs maintenance, repair and overhaul services ("MRO") and supplies spare parts of various types of cockpit instruments and gauges for the commercial and military aviation industrymarkets on components and primarily services the world's airline and air cargo carrier customers.assemblies manufactured by third parties. Aftermarket Services also designs, engineers, manufactures, repairs and overhauls aftermarket aerospace gas turbine engine components. It offers comprehensive MRO solutions, leasing packages, exchange programs and FAA-approved repairs and parts manufacturing options as well asin addition to providing repair services, aftermarket parts and services to airline,airlines, air cargo carriers and third-party overhaul facilities. The segmentAftermarket Services offers repair capability for




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FAA-approved assemblies which range from detailed components to complex subsystems, including APUs, thrust reversers, flight controls, engine accessories and avionics. Some specialties include navigation, flight,Aftermarket Services also performs repair and engine monitoringoverhaul services and supplies spare parts for various types of cockpit instruments as well as autopilots, voice and data recorders, smoke detection systems and aircraft lighting.gauges for a broad range of commercial airlines on a worldwide basis. For the fiscal year ended March 31, 20092010 and the sixthree months ended SeptemberJune 30, 2009,2010, Aftermarket Services generated net sales before inter-segment eliminations of $254.6$225.0 million and $115.1$59.8 million, respectively.

        The principal products and services of our Aftermarket Services segment are set forth below.

Business DescriptionRepairs and Overhauls:				Fabricates, Repairs and Overhauls:				Select Products/Services				Primary End MarketsRefurbishes and Airline Interior Products:
•Repairs and overhauls complex operational components, such as constant speed drives, thrust reversers and various types of cockpit instruments and gauges for commercial airlines •       Operates APU repair and overhaul business •       Performs advanced manufacturing and fabrication processes to deliver precision detail parts and complete component assemblies •       Applies high temperature coatings for both internal and external customers •       Refurbishes aircraft interiors		Repairs and overhauls: •       Air cycle machines		•APUs •       Cockpit instrumentation •       Constant speed drives •       Engine and airframe accessories •       Flight control surfaces •       Integrated drive generators •       Nacelles •       Remote sensors •       Thrust reversers Fabricates, repairs or overhauls: •		Blades and vanes		•		Light assemblies
•		APUs		•		Cabin interior panes, shades, light lenses		•		Overhead bins
•		Cockpit instrumentation				sensors and other plastic components •       Combustors •       Stators •       Transition ducts Refurbishes airline interior products: •       Sidewalls •       Light assemblies •       Overhead bins		•Airlines		Sidewalls
•Air cargo carriers		Constant speed drives				components
•       Military		Engine and airframe accessories		•		Combustors
•		Flight control surfaces		•		Stators
•		Integrated drive generators		•		Transition ducts
•		Nacelles
•		Remote sensors
•		Thrust reversers




Segment Reporting

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Industry Overview


        We compete globally in the aerospace industry, focusing on aircraft and parts manufacturing as well as aircraft maintenance, repair and overhaul. Our customers include some        In anticipation of the world's major commercial airlines and OEMs (including Boeing, Airbus (a divisionacquisition of EADS NV), Bell Helicopter (a division of Textron), Sikorsky (a division of United Technologies), Lockheed Martin, Raytheon and Honeywell), the U.S. military and air cargo carriers such as Federal Express and United Parcel Service. Our industry is highly regulatedVought in the United States by the Federal Aviation Administration, or "FAA," and by similar agencies in other countries. Participants in our industry must be certified by the FAA and, in some cases, by individual OEMs, in orderearly fiscal 2011, management began to engineer and service parts and components used in specific aircraft models.

        The outlook for the aircraft, engine and parts manufacturing industry remains stable, despite uncertain economic conditions in 2009 and 2010. In the current economic climate, we may continue to see cancellations and deferrals of commercial aircraft orders, but this is not expected to be widespread. To date, the OEMs have been able to accelerate other orders to compensate for the deferrals, although this may not be sustainable. According to Boeing's latest Current Market Outlook 2008–2028, demand for new aircraft is projected to total 29,000 over the next 20 years, which represents more than $3.2 trillion (in 2008 dollars) in that time period.

        From 2005 through 2008, Boeing and Airbus experienced significant order intake and backlog growth. In that period, the two manufacturers obtained combined total orders of approximately 8,400 aircraft. During that same period, their aggregate backlog increased from nearly 2,600 to over 7,400 aircraft. However, many industry experts believe that due to declining demand for commercial air travel, including both passenger and freight activity, annual commercial orders could fall behind industry deliveries in 2009, resulting in a decrease in aggregate backlog. Despite the anticipated order slowdown, high backlog levels continue to drive stable production and delivery forecasts for 2009 and 2010 from both Boeing and Airbus. Boeing and Airbus expect to deliver approximately 960 aircraft in 2009. The following table sets forth the historical deliveries of Boeing and Airbus for 2003 through 2008, and their announced delivery expectations for 2009.

		2003			2004			2005			2006			2007			2008			2009(1)
Boeing			281			285			290			398			441			375			480
Airbus			305			320			378			434			453			483			483
Total			586			605			668			832			894			858			963

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(1)

Boeing has announced that it expects its 2009 deliveries to be between 480–485. Airbus deliveries of 483 are estimates, based on Airbus public statements.

        Airlines ordered a large number of planes between 2005 and 2008 in a global trend of fleet renewal. The newer aircraft now being constructed by the likes of Boeing and Airbus are lighter, more fuel efficient and technologically superior to the point that not having these aircraftconsider certain organizational changes in an airline fleet could potentially be operationally detrimental. The fuel price crisis experienced duringeffort to align the majority of 2008 saw many airlines retire older, less fuel-efficient aircraft. In doing so, airlines have effectively cemented their requirement for new aircraft in order to expand future capacity.

        Airlines located in emerging markets, such as China and India in particular, have seen growth outpacingoperations reporting units. Management is currently evaluating the more traditional aircraft markets. Boeing believes that China will need to more than triple the size of its fleet to 4,610 airplanes by 2028, up from the current fleet of 1,430 aircraft. Boeing forecasts total volume growth for Chinese air transport over the next two decades of about 7.8% a year, compared to the global average of 4.9%. According to Boeing, China's airlines are expected to take delivery of 3,770 new aircraft, worth $400.0 billion, over the next 20-year period. Boeing expects that 2,670, or 70%,impact of the new deliveries will be single-aisle airplanes servingreorganization on the domestic market. Air




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traffic within China is expected to grow at 8.6% annually over the next 20 years. Similar to growthCompany's externally reported segments in China, air traffic within Southwest Asia, including India, is expected to grow at 8.7% annually over the next 20 yearsaccordance with estimated fleet growth of 6.7%, or 1,180 aircraft, valued at $120.0 billion.

        The United States Department of Defense is a significant purchaser of aviation assets and services. The overall U.S. Defense budget is over $680.0 billion including the Defense Supplemental, with approximately $30.0 billion of that spent on aviation. We believe that while overall military budgets are expected to be flat, spending on certain key programs is expected to grow. Lockheed Martin is developing the Joint Strike Fighter, or "JSF," now named the F-35 Lightning II. The U.S. Department of Defense procured 12 F-35 Lightning's in 2008, and we believe the build rates are expected to grow to 90 per year by 2013 for use by both the U.S. Air Force and Navy. Expenditures for the F-35 are estimated to be over $9.0 billion per year by 2013. The U.S. Marine Corps purchased 21 V-22 Osprey's in 2008 and is expected to purchase 30 per year through 2014. Expenditures for the V-22 are expected to be greater than $2.0 billion per year. We believe the U.S. Department of Defense is expected to continue to purchase approximately 80 H-60's (both the U.S. Army's UH-60 Blackhawk and Navy's SH-60 Seahawk variant) per year through 2014 for approximately $1.9 billion per year.




ASC Topic 280,Segment Reporting

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Competitive Strengths


        We believe that we will benefit from the following competitive strengths:

        Diverse Business Mix.    Both organicallyThrough organic growth and throughdisciplined acquisitions, we have sought diversity indiversified the end markets we serve in order to minimize the impact that any onesingle segment, platform or product of the aerospace industry could have on our results. For example,The Vought Acquisition will further diversify our OEM market business,product and customer base, by expanding our capabilities into complex aerostructure products and allowing us to leverage Vought's strong existing customer relationships which represented 67% ofcomplement our total net sales in fiscal 2009, is spread across virtually all aerospace platforms, including large commercial jets, military aircraft and space vehicles, business jets, regional commercial jets and other non-aviation segments. Additionally, 27% of our fiscal 2009 total net sales were derived from our regular maintenance, repair and overhaul business, which, though subject to economic cycles, is generally non-discretionary in nature.own.

        Broad Array of Products and Services.    We provide the aerospace industrycustomers a consolidatedsingle point of purchase for a diverse array of technically complex products and services acrossfor a wide range of aerospace platforms providingand programs, which we believe gives us with a competitive advantage.advantage in developing strategic partnerships with OEMs. We design, engineer and manufacture aircraft components to fulfill themeet our customers' particular needs and requirements of our customers.requirements. In some cases, we own the proprietary rights to these designs and, accordingly, the customerour customers generally reliesrely on us to provide services on these aircraft components at every stage of their useful lives, including theregularly repair, and overhaul or replacementreplace these components, which provides us with a recurring source of these components. In addition,cash flow. For our customers, we manufacture aviation components according to our customers' individual specifications. We also perform repair and overhaul services for customers on various aviation components manufactured by third parties. Our acquisition of Vought will expand our presence in many of today's most important commercial platforms and in important fixed-wing and rotorcraft military aircraft. The success of these and other legacy programs provides a strong foundation for us and positions us for future growth on new commercial programs.

        Advanced Manufacturing and Technical Capabilities.    We are leading global manufacturers of some of the largest and most technologically advanced parts and assemblies for a diverse range of aircraft. Vought adds capabilities in aerostructures, precision assembly techniques, automated assembly processes




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and large-bed machining and fabrication of large composite fiber reinforced parts to our own capabilities, which include highly proprietary actuation products, geared products, structural components, thermal products and controls. We employ over 250 engineers supporting design programs and over 800 manufacturing engineers. Our manufacturing facilities have achieved ISO 9001 certification, a certification of internationally recognized quality standards for manufacturing.

        Significant Customer Relationships and Industry Presence.    Our emphasisWe believe that our strong customer relationships and market-leading industry positions are the result of our dedication to meeting our customers' complex specifications, our focus on quality control large customer base and established industry presence creates advantages in meeting the needsour delivery of the OEMhigh quality products and MRO markets.services. Our customer base includes nearly all of the world's major OEMs (Boeing, General Electric, Airbus, Bell Helicopter, Sikorsky,Cessna, General Electric, Gulfstream, Honeywell, Lockheed Martin, Raytheon and Honeywell)Sikorsky), commercial airlines, the U.S. military and an increasing number of air cargo carriers, including Federal Express and United Parcel Service. We have a well-established industry positionare an important supplier to many long-lived commercial and name recognition through our dedicationmilitary platforms, including, Airbus 330/340, Boeing 737, 747-8, 767 and 777, C-17 Globemaster III and V-22 Osprey, Lockheed Martin C-130, Sikorsky H-60, Gulfstream G350, G450, G500 and G550, and are well positioned to meeting our customers' complex specifications, delivery of high quality productscapitalize on future growth in these established programs and services, and a highly-skilled workforce.other new program launches.

        Robust Backlog.    As of SeptemberJune 30, 2009,2010, our backlog which primarily consists of Aerospace Systems' sales andwas approximately $3.3 billion. Backlog is generally comprised of actual purchase orders with firm delivery dates or contract requirements generally within the next 24 months, was approximately $1.2 billion.months. The majority of our sales are from orders issued under long-term contracts, generally of a three to five-year duration. Our backlog helps provideincreases our management's visibility into ouron future results.business activity levels.

        Strong Free Cash Flow Generation.    Despite the economic challenges faced by the commercial airline industry over the last several years and the worldwide economic recession, we have been able to achieve strong and consistent cash flow generation over that time period. Legacy aircraft programs, such as the C-17, CH-47 Chinook, V-22, UH-60 Black Hawk, Global Hawk, 737, 767, 777 and A330/340 which require only moderate capital expenditures to support current delivery rates, provide us with a source of strong, recurring cash flow. We have generated this growth and consistency in our cash flow through a combination of improved marginsexpense management, prudent management of capital expenditures to meet changing industry conditions and greatly improvedeffective management of working capital.

        Conservative Balance Sheet and Financial Strategy.    Adjusted for the offeringAs of the old notes,June 30, 2010, our total net debt to capitalization was 38.1%48.6%. In addition, as of SeptemberJune 30, 2009. In addition,2010 we will have over $640.0had $35.7 million of liquidity including cash and cash equivalents and $403.1 million of availability under the Credit Agreement and receivables securitizationour revolving credit facility. We have historically maintained a strong financial profile, utilizing bank financing and internal cash flows to initially fund acquisitions.

        Proven Acquisition Expertise.    Through the successful completion of more than 30 acquisitions since 1996, we have proven our ability to identify, acquire and integrate compatible companies with proven industry experience and established customer relationships. Our position as a market leader and our acquisition successes to date will afford us access to strong acquisition candidates going forward. We




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focus on acquisitions that expand our capabilities, increase our geographic presence, and are immediately accretive.

        High Barriers to Entry.    The aviation industry is heavily regulated with required licenses grantedFAA certification process and the prevalence of long-term sole source or preferred supplier contracts serve as significant barriers to entry in the aerospace component and aerostructures markets. Certification by the FAA in the U.S. and by foreign regulatory counterparts. Currently, 19 of our operating subsidiaries operate under FAA-certification. These licenses allow usauthorities is rigorous and requires significant time and capital expenditures in order to offerdevelop the capabilities to customers, on a proprietary basis, certain repaireddesign, manufacture, test and certify aerospace component and aerostructure parts relatingand assemblies. To obtain the approvals necessary to variouscompete for contracts, companies make substantial up-front investments as well as develop and demonstrate sophisticated manufacturing expertise and experienced-based industry and aircraft accessories at lower costs than other companies that must purchase replacement parts from a third party.knowledge. In addition, becauseOEMs frequently award long-term sole source or preferred supplier contracts for the provision of concerns regardingparticular parts for a particular platform. As a result, with respect to many of the useplatforms we supply, we are the only currently qualified FAA-certified supplier of unapproved aircraft spare parts, regulatory authorities have also increased the level of documentation that must be maintained for sparesuch parts. OEMs and aircraft operators have extended this requirement to the vendors of spare parts. The high cost of required technology to compete effectively in the redistribution market has made entry into and survival in the aircraft spare parts redistribution market increasingly difficult and expensive. We have implementedachieved this position by implementing the technology to enable us to meet these more stringent traceabilityregulatory requirements and intend to continue to do so in the future.exacting standards of our customers.

        Experienced Management Team.Leadership.    Our senior management team consists of five individuals with extensive experienceand directors are highly experienced in the aviation parts and services industry. The presidents of our operating divisionsindustry, operationally focused and subsidiaries havemaintain extensive aviation industry experience and provide expertise and business relationships from which we as a whole can benefit. Most operating presidentsOur senior executives and directors have significantextensive experience in the aviation industry and have successfully managed their respective subsidiaries through various market conditions.




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aviation industry and have successfully managed our businesses through various industry cycles. The acquisition of Vought has provided us with additional management and directors with extensive industry experience and expertise. We believe our management has the vision, focus and experience to position us for success in the future.


Business Strategy


        Our business strategy is to sustain our high level of growth through internal product development and capability expansion, as well as through acquisitions. We are committed to pursuing the strategies established during our formation in 1993 in becoming the "vendor of choice" in the worldwide aviation industry. These five core strategies are as follows:

        AddDevelop Additional Products and Services.    We offer integrated solutions for complex systems by providing integratedintegrating the capabilities and synergies with other Triumph Groupof our operating companies, thereby adding greater value for our customers and their products. In addition, we place a high priority on the ongoing technological development and application of our products and services. We intend to continue to introduce new aviation products and services and to acquire select products and services to take advantage of opportunities in the aerospace industry and to respond to our customers' increasing demands. We plan to further expand our position as a consolidated point of purchase to the aerospace industryour customers by capitalizing on the ongoing trend toward outsourcing and the reduction of approved suppliers and vendors by OEMs and aircraft operators.airlines and air cargo carriers.

        Actively Pursue Complementary Acquisitions.Market Complete Capabilities.    We expect toAs we continue to grow through acquisitionsexpand our product and service offerings, we plan to leverage our network of other companies assets or product lines that add to or complementcross-sell their capabilities to our existing aviation productscustomers and services.attract new customers. We have successfully completed 32 acquisitions since 1996. Becausestrive to be our customers' most valued partner through excellence in product and process technologies and by providing modern and efficient production facilities. In addition, we strive to build on our reputation for quality and performance and to introduce best operating practices across our operations. Our network of the fragmented nature of much of the market for aircraft productscompanies will continue to share group marketing representatives and services, wejointly bid on projects where appropriate, while still maintaining their individual identities. We believe that the breadth of our customer relationships, capabilities and experience, and our quality of service and support will enable us to win additional acquisition opportunities exist in the aerospace industry. We continually evaluate acquisition opportunities that may include small, focused acquisitions of specific product lines or capabilities as well as larger, strategic opportunities.customer business.

        Expand Operating Capacity.    We plan to continue to increase our operating capacity to meet our expected internal growth and to meet demandexpected growth in the aerospace industry. We intend to continue to prudently invest in state-of-the-art plants and equipment to improve our operating efficiencies and increase our operating margins.

        Market Complete Capabilities.    As we continue to expand our product and service offerings, we plan to leverage our network of operating locations to cross-sell these capabilities to our existing customers and broaden the portfolio of products and services that we deliver to these customers. In addition, through brand affiliation, we can leverage our reputation for quality and performance and, where possible, introduce best operating practices throughout our operations. Our operating locations will continue to share group marketing representatives and jointly bid on projects where appropriate, while still maintaining their individual identities.

        Increase Our International Presence.    We intend to continue to take advantage of the expanding international market for aviation products and services as worldwide air travel increases and foreign nations purchase used aircraft that require more frequent repair and maintenance. We currently supply products and services to substantially all major commercial passenger and air cargo airlines worldwide, have manufacturing and service facilities in France, Germany, Mexico, Thailand France,and the United Kingdom and Germany and retain independent sales representatives in a number of foreign countries. In addition,Furthermore, we participate in several international trade shows, including the Paris Air Show, the Farnborough Air Showintend to globalize our production processes through initiatives such as global sourcing. We believe that our initiatives will allow us to reduce costs, expand our capabilities and the Singapore Air Show.provide strategic benefits to our customers. We intend to build on our existing international presence through continued market penetration and, as appropriate opportunities arise, foreign acquisitions.

        Pursue Complementary Acquisitions.    We expect to continue to grow through acquisitions of other companies, assets or product lines that add to, complement, enhance or diversify our existing aviation products and services and program portfolio. We have successfully completed 34 acquisitions since 1996. We believe the fragmented nature of a large portion of the market for aircraft products and services will provide us with additional attractive acquisition opportunities. Through selective




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acquisitions, we aim to broaden our product offerings, add new specialized technologies, expand capacity for high-demand products and services, build on existing customer relationships and enter new markets.


Recent DevelopmentsThe Vought Acquisition


        Jeffry D. Frisby Appointed President and COO.        On July 23, 2009, Jeffry D. Frisby was elected as President and Chief Operating Officer of Triumph. Mr. Frisby, who has served as Group President of Triumph Aerospace Systems Group since 2003, joined the company in 1998 as President of Frisby Aerospace, Inc. upon its acquisition by Triumph. In 2000, he was named Group President of the Triumph Control Systems Group and was later named Group President of the Triumph Aerospace Systems Group upon its formation in April, 2003.

        Amended and Restated Credit Facility.    On August 14, 2009, we entered into an Amended and Restated Credit Agreement (the "Credit Agreement") among us, certain of our foreign subsidiaries, as co-borrowers, and substantially all of our domestic subsidiaries, as guarantors, and the lenders party thereto. Pursuant to the Credit Agreement, the lenders have provided us with a $485.0 million revolving line of credit. See "Description of Certain Indebtedness." We entered into an amendment to the Credit Agreement on September 18, 2009 to facilitate the guarantees of the notes in this offering.

        Issuance of 8% Senior Notes due 2017.    On NovemberJune 16, 2009,2010, we completed our previously announced offeringacquisition of $175Vought pursuant to an Agreement and Plan of Merger dated March 23, 2010, by and among Triumph, Vought, Spitfire Merger Corporation, our wholly owned subsidiary ("Merger Sub") and TC Group, L.L.C. ("Carlyle"), as the Holder Representative (the "Merger Agreement"). Pursuant to the Merger Agreement, (i) Merger Sub was merged with and into Vought and (ii) then Vought was merged with and into Triumph Aerostructures, LLC, our direct wholly owned limited liability company subsidiary, with Triumph Aerostructures, LLC as the surviving entity in the mergers. The consideration for the Vought Acquisition consisted of $547.9 million in cash and 7,496,165 shares of our common stock. On June 16, 2010, we also discharged, repaid or otherwise retired approximately $603.1 million of Vought's indebtedness, which represented substantially all of Vought's outstanding indebtedness. We refer to transactions described in this paragraph as the "Vought Acquisition."

        As a result of the Vought Acquisition, certain equity funds managed by TC Group, L.L.C. (which we refer to in this prospectus as Carlyle) that were stockholders of Vought, hold approximately 31% of our outstanding shares of common stock. We refer to these equity funds in this prospectus as the Carlyle equity funds. On June 16, 2010, pursuant to a stockholders agreement, dated March 23, 2010, by and among Triumph, the Carlyle equity funds and Carlyle, we expanded the size of our board of directors and appointed Adam Palmer, Elmer Doty and Ralph Eberhart to our board of directors. The Carlyle equity funds, Carlyle and investment funds managed by each of them are prohibited from acquiring additional shares of our common stock and taking certain other actions to seek to gain control of Triumph without our prior written consent.

        We funded the Vought Acquisition through cash on hand and the following activities (the "Financing Transactions" and together with the Vought Acquisition, the "Transactions"):

•

the issuance of 7,496,165 shares of our common stock to the Vought stockholders;



•

the issuance by the Company of $350,000,000 aggregate principal amount of 8% Senior Subordinated Notes due 2017, or the old notes. The old notes were issued pursuantat a price equal to an indenture dated as99.27% of November 16, 2009 betweenthe face value;



•

the borrowing by the Company and U.S. Bank National Association, as trustee. The old notes were offered inof $350,000,000 principal amount under a new senior secured term loan credit facility (the "Term Loan Facility") at a price equal to 99.5% of the United States to qualified institutional buyers in reliance on Rule 144Aface value; and



•

the borrowing by the Company of $128,300,000, drawn under the Securities ActCompany's $535,000,000 revolving credit facility (the "Revolving Credit Facility" and outsidetogether with the United States to non-U.S. persons in reliance on Regulation S underTerm Loan Facility, the Securities Act.

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        Our principal executive offices are located at 1550 Liberty Ridge Drive, Suite 100, Wayne, PA 19087 and our telephone number at that address is (610) 251-1000. Our corporate website address iswww.triumphgroup.com"Credit Facilities"). Our website and the information contained on our website is not part of this offering memorandum.




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Summary Of Theof the Terms Of Theof the Exchange Offer


        On November 16, 2009, we issued inThe following is a private offering $175.0 million aggregate principal amountbrief summary of the old notes. In connection with the issuance of the old notes, we entered into a registration rights agreement in which we agreed, among other things, to deliver this prospectus to you and to complete an exchange offer for the old notes.

The summary below describes the principal terms of the exchange offer. Please see "The Exchange Offer" for further information regardinga more complete description of the exchange offer.

Old Notes		$175.0350.0 million aggregate principal amount of 8%8.625% Senior Notes due 2017.2018.
New Notes		8%Up to $350.0 million aggregate principal amount of 8.625% Senior Notes due 2017.2018, which have been registered under the Securities Act. The terms of the new notes are identical in all material respects to the terms of the old notes, except that the new notes are registered under the Securities Act and are generally are not subject to transfer restrictions, orare not entitled to registration rights.rights and do not have the right to earn additional interest under circumstances relating to our registration obligations.
Exchange Offer		We are offering to exchange $1,000the new notes for a like principal amount of our new notes due November 15, 2017, for each $1,000 principal amount of our old notes due November 15, 2017.notes. Currently, there is $175.0$350.0 million in aggregate principal amount of old notes outstanding.
		Old notes may be exchanged only in minimum denominations of $1,000$2,000 and integral multiples of $1,000 in excess of $1,000.$2,000. New notes will be issued only in minimum denominations of $1,000$2,000 and integral multiples of $1,000 in excess of $1,000.$2,000.
		Subject to the terms of this exchange offer, we will exchange new notes for all of the old notes that are validly tendered and not withdrawn prior to the expiration of this exchange offer. The new notes will be issued in exchange for corresponding old notes in this exchange offer, if consummated, as soon as practicable after the expiration of this exchange offer.
Expiration Date		This exchange offer will expire at 5:00 p.m., New York City time, on                        , 2009,2010, unless we extend it. We do not currently intend to extend the expiration date.
Withdrawal of Tenders		You may withdraw the tender of your old notes at any time prior to the expiration date.
TaxationCertain U.S. Federal Income Tax Considerations		The exchange by a U.S. Holder (as defined in "Material U.S. Federal Income Tax Consequences") of old notes for new notes in this exchange offer generally should not beconstitute a taxable eventexchange for U.S. federal income tax purposes. See "Certain Material U.S. Federal Income Tax Consequences.Considerations."
Conditions to this Exchange Offer		This exchange offer is subject to customary conditions, which we may assert or waive. See "The Exchange Offer—Conditions to the Exchange Offer; Waivers.Conditions."




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Procedures for Tendering		If you wish to accept this exchange offer and your old notes are held by a custodial entity such as a bank, broker, dealer, trust company or other nominee, you must instruct this custodial entity to tender your old notes on your behalf pursuant to the procedures of the custodial entity. If your old notes are registered in your name, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must also mail or otherwise deliver the letter of transmittal, or a facsimile of the letter of transmittal, together with the old notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal.
		Custodial entities that are participants in The Depository Trust Company, or "DTC," may tender old notes through DTC's Automated Tender Offer Program, or "ATOP," which enables a custodial entity, and the beneficial owner on whose behalf the custodial entity is acting, to electronically agree to be bound by the letter of transmittal.A letter of transmittal need not accompany tenders effected through ATOP.
		By tendering your old notes in eithersigning, or agree to be bound by, the letter of these manners,transmittal, you will represent and agree withto us that:that, among other things:
		•       you are acquiring the new notes in the ordinary course of your business;
		•       you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the new notes in violation of the provisions of the Securities Act;notes;
		•       you are not an affiliate of the issuer (within the meaning of Rule 405 under the Securities Act); and
		•       if you are a broker-dealer registered under the Exchange Act, you are participating in the exchange offer for your own account in exchange forand are exchanging old notes acquired as a result of market-making activities or other trading activities and you will deliver a prospectus in connection with any resale of the new notes.
		See "The Exchange Offer—Effect of Surrendering Old Notes.Eligibility; Transferability."
Resale of New NotesTransferability		WeUnder existing interpretations of the Securities Act by the staff of the SEC contained in several no-action letters to third parties, and subject to the immediately following sentence, we believe that you can resell and transfer yourthe new notes will generally be freely transferable by holders after the exchange offer without registering themfurther compliance with the registration and prospectus delivery requirements of the Securities Act (subject to representations required to be made by each holder of old notes, as set forth above). However any holder of old notes who:
		•       is one of our "affiliates" (as defined in Rule 405 under the Securities Act and delivering a prospectus, if you can make the representations that appear under "The Exchange Offer—Effect of Surrendering Old Notes." Our belief is based on interpretations expressed in SEC no-action letters to other issuers in exchange offers like ours.Act),




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		We cannot guarantee that•       does not acquire the new notes in the ordinary course of business,
		•       distributes, intends to distribute, or has an arrangement or understanding with any person to distribute the new notes as part of the exchange offer, or
		•       is a broker-dealer who purchased old notes directly from us
		will not be able to rely on the interpretations of the staff of the SEC, would make a similar decision about this exchange offer. If our belief is wrong, or if you cannot truthfully makewill not be permitted to tender old notes in the necessary representations, and you transfer any registered note issued to you in this exchange offer without meetingand, in the absence of any exemption, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the new notes.
		Our belief that transfers of new notes would be permitted without registration or without an exemption from these requirements, then you could incur liabilityprospectus delivery under the Securities Act.conditions described above is based on SEC interpretations given to other, unrelated issuers in similar exchange offers. We arecannot assure you that the SEC would make a similar interpretation with respect to our exchange offer. We will not indemnifyingbe responsible for or indemnify you foragainst any liability that you may incur under the Securities Act. A
		Each broker-dealer can only resell or transferthat receives new notes iffor its own account under the exchange offer in exchange for old notes that were acquired by the broker-dealer as a result of market-making or other trading activity must acknowledge that it deliverswill deliver a prospectus in connection with any resale of the resale or transfer.new notes. See "Plan of Distribution."
Consequences of Failure to Exchange		For a description ofAny old notes that are not tendered in the consequences of a failureexchange offer, or that are not accepted in the exchange, will remain subject to exchangethe restrictions on transfer. Since the old notes see "Risk Factors.have not been registered under the U.S. federal securities laws, you will not be able to offer or sell the old notes except under an exemption from the requirements of the Securities Act or unless the old notes are registered under the Securities Act. Upon the completion of the exchange offer, we will have no further obligations, except under limited circumstances, to provide for registration of the old notes under the U.S. federal securities laws. See "The Exchange Offer—Consequences of Failure to Tender."
Use of Proceeds		We will not receive any proceeds from the exchange of notes pursuant to the exchange offer. We will pay all expenses incident to the exchange offer.
Exchange Agent		U.S. Bank National Association, the trustee under the indenture, is serving as the exchange agent for this exchange offer. TheSee "The Exchange Offer—Exchange Agent" for the address and telephone number of the exchange agent are on page 35 of this prospectus.agent.




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Summary Of Theof the Terms Of Theof the New Notes


        The terms of the new notes are identical in all material respects to the terms of the old notes, except that the new notes willare registered under the Securities Act and are generally not contain terms with respectsubject to transfer restrictions, orare not entitled to registration rights and do not have the right to earn additional interest upon a failureunder circumstances relating to fulfill certain of our obligations under the registration rights agreement.obligations. The new notes will evidence the same debt as the old notes. The new notes will be governed by the same indenture under which the old notes were issued.

        The summary below describes the principal terms of the new notes. Please see "Description of the New Notes" for further information regarding the new notes.

Issuer		Triumph Group, Inc.
GuarantorsNotes Offered		$350,000,000 aggregate principal amount of 8.625% senior notes due July 15, 2018.
Maturity Date		July 15, 2018.
Interest		Interest on the new notes will accrue at a rate of 8.625% per annum, payable semi-annually in cash in arrears on January 15 and July 15 of each year, commencing January 15, 2011.
Guarantees		The new notes will be guaranteed on the date of issuance on a full, joint and several basis by each of our domestic restricted subsidiaries that is a borrower under the Credit Facilities or that guarantees any of our debt or that of any of our restricted subsidiaries under our revolving credit facility,the Credit Facilities and in the future by any of our domestic restricted subsidiaries that are borrowers under any credit facility or that guarantee any of our debt or that of any of our domestic restricted subsidiaries incurred under any credit facility, in each case on a senior subordinated basis.facility. Under certain circumstances, the guarantees may be released without action by, or the consent of, the holders of the new notes.
Notes OfferedRanking		$175.0 million aggregate principal amount of 8% Senior Notes due 2017.The new notes and the guarantees will be our and our subsidiary guarantors' senior unsecured obligations and they will rank:
Maturity		November 15, 2017.•       equal in right of payment to our and our subsidiary guarantors' existing and future senior indebtedness, including our and our subsidiary guarantors' obligations under our Credit Facilities;
Interest Payment Dates		May 15•       senior in right of payment to our and November 15, commencing May 15, 2010.our subsidiary guarantors' existing and future subordinated indebtedness;
		•       effectively subordinated to all of our and our subsidiary guarantors' existing and future secured debt (including under our Credit Facilities) to the extent of the value of the assets securing such debt; and
		•       structurally subordinated in right of payment to all indebtedness and other liabilities of our existing and future subsidiaries that do not guarantee the new notes.
		As of June 30, 2010, we had $1,335.3 million million in consolidated indebtedness outstanding, including $644.0 million of secured indebtedness. See "Description of the New Notes—Ranking."




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		For the fiscal year ending March 31, 2010, on a pro forma basis after giving effect to the Vought Acquisition, the Company's non-guarantor subsidiaries would have generated net sales of $79.0 million, or 2.5% of our consolidated net sales, and as of June 30, 2010, our non-guarantor subsidiaries had total assets of $277.8 million, total liabilities of $211.7 million and stockholders' equity of $66.1 million.
Optional Redemption		We may redeem the new notes, in whole or in part, at any time on or after NovemberJuly 15, 2013 initially2014 at 104%the applicable redemption prices described under "Description of their principal amount,New Notes—Optional Redemption," plus accrued and unpaid interest, declining ratablyif any, to 100% of their principal amount, plus accrued interest on or after November 15, 2015.




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		the redemption date. At any time prior to Novemberbefore July 15, 2013,2014, we may redeem the new notes, in whole or in part, at a redemption price equal to 100% of their principal amount plus a make-wholemake whole premium, described in "Description of the New Notes—Optional Redemption," together with accrued and unpaid interest, if any, to the redemption date.
		In addition, prior to November 15, 2012, we may redeem up to 35% of the aggregate principal amount of new notes before July 15, 2013 with the net cash proceeds from certain equity offerings at athe redemption price equal to 108% of their principal, plus accrued interest to the redemption date. We may make such redemption only if, after any such redemption, at least 65% of the aggregate principal amount of new notes originally issueddescribed under the indenture (including any additional notes) remains outstanding. See "Description of the New Notes—Optional Redemption."
Change of Control		In the eventIf we experience specific kinds of a changechanges of control, under the terms of the indenture, each holderwe will be required to offer to purchase all of the new notes will have the right to require us to purchase such holder's new notes at a purchase price of 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. SeeFor more details, see "Description of the New Notes—Change of Control."
Ranking		The new notes will be general unsecured senior subordinated indebtedness of Triumph Group, Inc. Accordingly, they will rank:
		•       subordinated in right of payment to our existing and future senior indebtedness, including our obligations under the Credit Agreement;
		•       pari passu in right of payment with our existing and future senior subordinated indebtedness, including our existing convertible senior subordinated notes due 2026 (the "Convertible Notes");
		•       senior in right of payment to all of our existing and future subordinated indebtedness;
		•       effectively subordinated to all of our existing and future secured indebtedness up to the value of the collateral securing such obligations; and
		•       structurally subordinated to all indebtedness of our existing and future subsidiaries that do not guarantee the notes.
		The guarantees will be general unsecured senior subordinated obligations of the guarantors. Accordingly, they will rank subordinated to all senior indebtedness of the guarantors, including the guarantors' obligations under the Credit Agreement,pari passu with all senior subordinated debt of the guarantors, senior to all future subordinated indebtedness of the guarantors and effectively subordinated to all of the secured indebtedness of the guarantors (including under the Credit Agreement) up to the value of the collateral securing such obligations.




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		As of September 30, 2009, on an as adjusted basis after giving effect to the offering of the old notes and the application of the net proceeds therefrom, we would have had outstanding senior indebtedness of $157.7 million, and our subsidiary guarantors would have guaranteed senior indebtedness of $157.7 million.
		Not all of our subsidiaries will guarantee the new notes. For the twelve months ended September 30, 2009, our non-guarantor subsidiaries had revenue of $52.2 million and, as of September 30, 2009, had total assets of $272.3 million and stockholders equity of $67.9 million. As of September 30, 2009, our non-guarantor subsidiaries had $204.4 million of liabilities outstanding, including intercompany liabilities.
Certain Covenants		We will issue the new notes under an indenture with U.S. Bank National Association, as trustee (the "Trustee"). The indenture, among other things, limitswill limit our ability and the ability of our restricted subsidiariessubsidiaries' ability to:
		•       incur additional indebtedness;
		•       pay dividends or make other distributions;
		•       make other restricted payments and investments;
		•       create liens;
		•       incur restrictions on the ability of restricted subsidiaries to pay dividends or make certain other payments;
		•       use the proceeds from sales ofsell assets, including capital stock of restricted subsidiaries;
		•       enter into sale and leaseback transactions;
		•       merge or consolidate with other entities; and
		•       enter into transactions with our affiliates.
		These covenants are subject to a number of important exceptionsqualifications and qualifications, which are described underlimitations. See "Description of the New Notes—Certain Covenants" and "Description of the New Notes—Merger and Consolidation.Covenants."




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Transfer Restrictions; Absence of a Public Market		The new notes will generally be freely transferable but will be a new issue of securities for which there will not initially be a market. Accordingly, there can be no assurance as to the development or liquidity of any market for the new notes. We do not intend to apply for a listing of the new notes on any securities exchange or automated dealer quotation system.
Use of Proceeds		We will not receive any cash proceeds from the issuance of the new notes in the exchange offer. See "Use of Proceeds."maintain a trading market for them.

        YouRisk Factors

        Prospective purchasers of the notes should carefully consider all of the information set forth in this prospectus orand the documents incorporated by reference herein includingand, in particular, should evaluate the discussionspecific factors under the captionsection "Risk Factors" beginning on page 17 before investingfor considerations relevant to an investment in the new notes.




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Triumph Summary Historical and Pro Forma Consolidated Financial Data


        The following table sets forth our summary historical consolidated financial data should be read in conjunction with "Management's Discussioninformation for the fiscal years ended March 31, 2008, 2009 and Analysis of Financial Condition2010, the three months ended June 30, 2009 and Results of Operations"2010 and our unaudited pro forma consolidated results of operations for the twelve months ended March 31, 2010 and for the three months ended June 30, 2010. The summary historical financial data for the fiscal years ended March 31, 2008, 2009 and 2010 have been derived from our audited consolidated financial statements and the accompanyingrelated notes which are incorporated by reference in this prospectus. The summary historical consolidated financial datadate for the three months ended June 30, 2009 and as of the six-month periods ended September 30, 2008 and 2009 are2010 have been derived from our unaudited consolidated financial statements and related notes which are incorporated by reference herein and the notes thereto for those periods.

in this prospectus. The results of operations for the six months ended September 30, 2009interim periods are not necessarily indicative of the results that mayto be expected for the full year.year or for any future period. The historical results included below and elsewhere in this prospectus are not necessarily indicative of our future performance.performance, and you should read the following information together with our audited and unaudited consolidated financial statements and notes incorporated by reference in this prospectus as well as the information under the caption "Triumph Management's Discussion and Analysis" in this prospectus.

        The unaudited pro forma consolidated financial data for the twelve months ended March 31, 2010 have been derived by giving pro forma effect to the consummation of the Vought Acquisition as if it had occurred on April 1, 2009, in the case of the summary unaudited pro forma consolidated statement of income data and other financial data. The unaudited pro forma consolidated financial data for the three months ended June 30, 2010 have been derived by giving pro forma effect to the consummation of the Vought Acquisition as if it had occurred on April 1, 2010, in the case of the summary unaudited pro forma consolidated statement of income data and other financial data. These unaudited pro forma combined financial data assume that the Vought Acquisition is accounted for using the acquisition method of accounting with Triumph treated as the acquiring entity and represents a current estimate of the combined financial information based on historical financial information of Triumph and Vought. In addition, the unaudited combined pro forma financial data include adjustments, which are preliminary and may be revised. There can be no assurance that such revisions will not result in material changes. The unaudited pro forma consolidated financial data have been presented for informational purposes only. The unaudited pro forma combined financial data are not necessarily indicative of what our financial position or results of operations actually would have been had the Vought Acquisition been completed as of the dates indicated. In addition, the unaudited pro forma condensed consolidated financial information does not purport to project our future financial position or operating results. The information presented below should be read in conjunction with the historical consolidated financial statements of Triumph and Vought, including related notes, and with the unaudited pro forma condensed combined financial statements of Triumph and Vought, including the related notes, appearing elsewhere in this prospectus. See "Unaudited Pro Forma Condensed Combined Financial Information," "Triumph Management's Discussion and Analysis of Triumph's Financial Condition and

			Years Ended March 31,									Six months ended September 30,
			2007			2008			2009			2008			2009
			(1)(2)(3)(5)			(1)(2)(3)(4)(6)			(1)(2)(3)(7)
			(audited)									(unaudited)
			(U.S. dollars in thousands)
Statements of income data:
Net sales			$	937,327		$	1,151,090		$	1,240,378		$	643,947		$	629,269
Operating costs and expenses:
	Cost of sales (excluding depreciation)			671,838			822,288			877,744			451,959			447,849
	Gross profit			265,489			328,802			362,634			191,988			181,420
Selling, general and administrative expense				135,887			159,262			162,109			81,388			78,049
Depreciation and amortization				35,703			43,215			48,611			24,558			28,373
Operating income				93,899			126,325			151,914			86,042			74,998
	Interest expense and other			14,807			19,942			16,929			9,579			10,827
	(Gain) / loss on early extinguishment of debt			5,088			—			(880	)		—			(39	)
Income from continuing operations, before income taxes				74,004			106,383			135,865			76,463			64,210
Income tax expense				24,982			34,748			43,124			26,352			21,971
Income from continuing operations				49,022			71,635			92,741			50,111			42,239
Loss from discontinued operations				3,905			8,468			4,745			2,296			4,749
Net income			$	45,117		$	63,167		$	87,996		$	47,815		$	37,490
Balance sheet data (end of period):
Cash			$	7,243		$	13,738		$	14,478		$	13,065		$	26,973
Working capital				324,877			416,842			372,159			373,043			384,964
Property and equipment, net				276,255			311,433			332,467			312,239			326,320
Total assets				1,218,480			1,412,760			1,591,207			1,417,464			1,574,558
Total debt				286,499			395,981			459,396			373,061			422,598
Total stockholders' equity				645,177			706,436			788,563			752,037			833,335




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Results of Operations" and "Vought Management's Discussion and Analysis of Vought's Financial Condition and Results of Operations."

		Years Ended March 31,									Six months ended September 30,								Historical															Pro forma
		2007			2008			2009			2008			2009					As of and for the Fiscal Years Ended March 31,									As of and for the Three Months Ended June 30,						As of and for the Fiscal Year Ended March 31,			As of and for the Three Months Ended June 30,
		(1)(2)(3)(5)			(1)(2)(3)(4)(6)			(1)(2)(3)(7)											2008(1)			2009(2)			2010(3)			2009			2010			2010(4)(5)			2010(6)
		(audited)									(unaudited)								(U.S. dollars in millions, except percentages and ratios)
Statement of income data:																	Statement of income data:
Net sales																	Net sales		$	1,151.1		$	1,240.4		$	1,294.8		$	316.1		$	406.4		$	3,218.3		$	763.4
Operating costs and expenses:																	Operating costs and expenses:
		(U.S. dollars in thousands)															Cost of sales (excluding depreciation)			822.3			877.8			927.2			224.3			297.9			2,476.5			615.1
																	Gross profit			328.8			362.6			367.6			91.8			108.5			741.8			148.3
Selling, general and administrative expense																	Selling, general and administrative expense			159.3			162.1			157.9			39.8			43.4			280.8			79.6
Acquisition-related costs																	Acquisition-related costs			—			—			—			—			17.4			—			—
Depreciation and amortization																	Depreciation and amortization			43.2			48.6			54.4			14.1			14.8			118.4			24.3
Operating income																	Operating income			126.3			151.9			155.3			37.9			32.9			342.6			44.4
																	Interest expense and other(4)			19.9			17.0			28.8			5.4			11.8			84.8			22.3
																	Gain on early extinguishment of debt			—			(0.9	)		—			—			—			—			—
Income from continuing operations, before income taxes																	Income from continuing operations, before income taxes			106.4			135.8			126.5			32.5			21.1			257.9			22.1
Income tax expense																	Income tax expense			34.7			43.1			41.2			11.0			9.5			90.2			7.8
Income from continuing operations(5)																	Income from continuing operations(5)		$	71.7		$	92.7		$	85.3			21.5			11.6		$	167.6			14.3
Balance sheet data (end of period):																	Balance sheet data (end of period):
Cash																	Cash		$	13.7		$	14.5		$	157.2			30.9		$	35.7		$	—		$	—
Working capital																	Working capital			416.8			372.2			487.8			466.8			503.1			—			—
Property and equipment, net																	Property and equipment, net			311.4			332.5			327.6			329.9			716.8			—			—
Total assets																	Total assets			1,412.8			1,591.2			1,712.7			1,587.9			4,496.4			—			—
Total debt																	Total debt			396.0			459.4			505.8			453.4			1,335.3			—			—
Total stockholders' equity																	Total stockholders' equity			706.4			788.6			860.7			818.4			1,372.6			—			—
Statement of cash flows data:																	Statement of cash flows data:
Net cash flows provided by operating activities		$	41,340		$	45,725		$	134,997		$	47,488		$	73,258		Net cash flows provided by operating activities		$	45.7		$	135.0		$	169.6		$	32.5		$	22.7			—			—
Net cash flows used in investing activities			(194,301	)		(119,800	)		(185,613	)		(21,050	)		(19,357	)	Net cash flows used in investing activities			(119.8	)		(185.6	)		(62.5	)		(8.0	)		(350.0	)		—			—
Net cash flows provided by / (used in) financing activities			154,296			79,768			52,110			(26,989	)		(42,083	)
Net cash flows provided by financing activities																	Net cash flows provided by financing activities			79.8			52.1			35.3			(8.5	)		206.3			—			—
Depreciation and amortization			35,703			43,215			48,611			24,558			28,373		Depreciation and amortization		��	43.2			48.6			54.4			14.1			14.8			—			—
Capital expenditures			55,092			56,971			45,421			21,372			14,045		Capital expenditures			(57.0	)		(45.4	)		(31.7	)		(7.1	)		(16.9	)		—			—
Other financial data:																	Other financial data:
Backlog																	Backlog		$	1,278		$	1,323		$	1,309		$	1,278		$	3,338		$	3,412		$	3,338
Ratio of earnings to fixed charges(4)(7)																	Ratio of earnings to fixed charges(4)(7)			4.8x			6.2x			4.6x			5.7x			2.6x			3.5x			1.9x

---

(1)

As further discussed in Note 2 to our consolidated financial statements contained in Exhibit 99.3 of our Current Report on Form 8-K filed on November 4, 2009, which is incorporated by reference herein, our consolidated financial statements for the periods presented have been adjusted for the retrospective application of FASB Staff Position No. APB 14-1,Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) ("FSP APB 14-1"). The financial information contained in the selected financial data below reflects only the adjustments described in Note 1 of Exhibit 99.3. The retrospective application of FSP APB 14-1 affected our fiscal years 2007 through 2009. No other modifications or updates to the disclosures have been made in such Current Report on Form 8-K for events occurring after May 22, 2009, the date of filing our Annual Report on Form 10-K for the fiscal year ended March 31, 2009, with the SEC.



(2)

Fiscal years 2007, 2008 and 2009 include stock-based compensation pre-tax charges of $2.5 million, $2.8 million and $3.2 million, respectively, related to the adoption of SFAS No. 123R as of April 1, 2006.



(3)

Fiscal years 2007, 2008 and 2009 include non-cash interest expense of $3.1 million, $6.5 million and $5.8 million, respectively, related to the retrospective application of FSP APB 14-1 as of April 1, 2009.



(4)

Includes the acquisition of the assets and businesses of Excel Manufacturing, Inc., Air Excellence International, Inc., Grand Prairie Accessory Services, LLC and the acquisition through merger of Allied Aerospace Industries, Inc., from the date of each respective acquisition. See Note 3 to the Consolidated Financial Statements in our Annual Report on Form 10-K incorporated by reference herein.



(5)

During 2008, the Company sold the assets of Triumph Precision, Inc. and also decided to sell Triumph Precision Castings Co. These businesses have been classified as discontinued operations in 2009 and 2008 and, accordingly, the results for fiscal years prior to 2008 have also been reclassified to conform to the 2008 presentation. See Note 4 to the Consolidated Financial Statements in our Annual Report on Form 10-K incorporated by reference herein.



(6)

Includes the acquisition of the assets and business of B. & R. Machine & Tool Corp. from the date of acquisition. See Note 3 to the Consolidated Financial Statements in our Annual Report on Form 10-K incorporated by reference herein.acquisition (February 2008).



(7)(2)

Includes the acquisitionacquisitions of Merritt Tool Company, Inc., Saygrove Defence and Aerospace Group Limited, and The Mexmil Company, LLC and the acquisition of the aviation segment of Kongsberg Automotive Holdings ASA from the date of each respective acquisition (March 2009).



(3)

Includes the acquisition of DCL Avionics, Inc. (January 2010) and Fabritech, Inc. (March 2010) from the date of each respective acquisition.



(4)

Pro forma interest expense excludes incremental interest expense attributable to our 8% Senior Subordinated Notes due 2017, issued in November 2009, the remaining proceeds of which were used to partially finance the Vought Acquisition. If this debt had been outstanding as of April 1, 2009, we would have incurred additional interest expense, including amortization of discount and finance fees of approximately $9.2 million for the fiscal year ended March 31, 2010.



(5)

The pro forma income from continuing operations in the unaudited pro forma condensed combined statements of income includes adjustments of (1) $34.2 million for the elimination of Vought's amortization of prior service costs and amortization of actuarial losses on pension and other post-retirement benefits, (2) $11.0 million of estimated amortization of off market contract fair value margin adjustment and (3) $2.0 million for the elimination of management fees to The Carlyle Group. See Note 37 to "Unaudited Pro Forma Condensed Combined Financial Information."



(6)

The pro forma income from continuing operations in the unaudited pro forma condensed combined statements of income includes adjustments of (1) $8.6 million for the elimination of Vought's amortization of prior service costs and amortization of actuarial losses on pension and other post-retirement benefits, (2) $3.8 million of estimated amortization of off market contract fair value margin adjustment, (3) $0.4 million for the elimination of management fees to The Carlyle Group, and (4) $43.5 million for the elimination of both Triumph's and Vought's acquisition-related costs. See Note 7 to "Unaudited Pro Forma Condensed Combined Financial Information."



(7)

For purposes of calculating this ratio, "earnings" consists of income from continuing operations before income taxes and income from equity affiliates plus (a) fixed charges minus interest capitalized during the period, (b) distributed income from equity affiliates and (c) amortization of previously capitalized interest. "Fixed charges" consists of interest expense, capitalized interest, amortization of discount on indebtedness and an appropriate portion of rental expense representative of the interest factor. Estimated interest expense on the new debt issuances is based on an assumed blended average interest rate of 6.25%. A 1/8% change in the interest rate would cause a corresponding increase or decrease to annual interest expense of approximately $1.3 million ($0.3 million per quarter).




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Vought Summary Historical Consolidated Financial Statements in our Annual Report on Form 10-KData


        The following table sets forth the summary historical consolidated financial information of Vought for the fiscal years ended December 31, 2007, 2008 and 2009, the three months ended March 29, 2009 and March 28, 2010, and the twelve months ended March 28, 2010. The summary historical financial data for the fiscal years ended December 31, 2007, 2008 and 2009 have been derived from Vought's audited consolidated financial statements and related notes incorporated by reference herein.in this prospectus. The summary historical financial data for the three months ended March 29, 2009 and March 28, 2010 have been derived from Vought's unaudited historical consolidated financial statements and related notes incorporated by reference in this prospectus. The unaudited consolidated financial data for the twelve months ended March 28, 2010 have been derived by adding the financial data from Vought's audited historical consolidated financial statements for the year ended December 31, 2009 to the financial data from Vought's unaudited historical consolidated financial data for the three months ended March 28, 2010 and subtracting the financial data from Vought's unaudited historical consolidated financial data for the three months ended March 29, 2009 (each included elsewhere in this prospectus). In the opinion of management, such unaudited financial data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair statement of the results of those periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or for any future period. The information set forth below is only a summary and is not necessarily indicative of the results of future operations of Vought or Triumph, and you should read the following information together with Vought's audited and unaudited consolidated financial statements and notes incorporated by reference in this prospectus and the section of this prospectus entitled "Vought Management's Discussion and Analysis of Vought's Financial Condition and Results of Operations."

				As of and for Fiscal Years Ended December 31,									As of and for Three Months Ended						As of and for Twelve Months Ended
				2007			2008			2009			March 29, 2009			March 28, 2010			March 28, 2010
				(U.S. dollars in millions, except percentages)
Revenue				$	1,613.1		$	1,775.0		$	1,877.8		$	390.3		$	470.5		$	1,958.0
Costs and expenses:
	Cost of sales				1,284.8			1,492.9			1,594.8			324.8			391.5			1,661.5
	Selling, general and administrative expense				133.3			135.3			122.6			28.5			39.7			133.8
		Total costs and expenses			1,418.1			1,628.2			1,717.4			353.3			431.2			1,795.3
Operating income					195.0			146.8			160.4			37.0			39.3			162.7
Other income (expense)
	Interest income				3.6			4.4			0.7			0.2			0.1			0.6
	Other gain (loss)				(0.1	)		48.7			1.3			—			—			1.3
	Equity in loss of joint venture				(4.0	)		(0.6	)		—			—			—			—
	Interest expense				(62.6	)		(67.2	)		(57.0	)		(15.0	)		(12.6	)		(54.6	)
Income before income taxes					131.9			132.1			105.4			22.2			26.8			110.0
Income tax expense (benefit)					0.1			0.2			(9.3	)		—			—			(9.3	)
Income from continuing operations(1)				$	131.8		$	131.9		$	114.7		$	22.2		$	26.8		$	119.3
Balance sheet data (end of period):
Cash and cash equivalents				$	75.6		$	86.7		$	116.0		$	165.4		$	149.7		$	149.7
Trade and other receivables					81.4			138.5			127.9			147.8			159.5			159.5
Inventories					362.8			311.8			511.3			351.3			453.4			453.4
Property and equipment, net					295.2			279.2			275.9			275.6			273.1			273.1
Total assets					1,620.9			1,727.6			1,509.9			1,876.8			1,513.5			1,513.5
Total debt(2)					683.0			869.9			589.8			1,030.6			590.4			590.4
Total stockholders' equity (deficit)					(665.8	)		(934.1	)		(503.5	)		(877.3	)		(466.0	)		(466.0	)
Statement of cash flows data:
Net cash provided by (used in) operating activities				$	34.2		$	(154.5	)	$	111.8		$	(73.0	)	$	40.0		$	224.8
Net cash provided by (used in) investing activities					(49.6	)		(14.2	)		247.2			(8.3	)		(6.7	)		248.8
Net cash flows provided by (used in) financing activities					(2.4	)		179.8			(329.7	)		160.0			0.4			(489.3	)
Capital expenditures					(57.4	)		(69.3	)		(42.0	)		(8.3	)		(6.7	)		(40.4	)
Other financial data:
Total funded backlog				$	2,288.1		$	2,451.0		$	2,067.3		$	2,736.2		$	2,102.5		$	2,102.5

---

(1)

Income from continuing operations is calculated before other comprehensive income (loss) relating to the following: (1) pension and OPEB related adjustments of $100.0 million and $(365.1) million in 2009 and 2008, respectively and (2) minimum pension liability adjustments and adoption of provisions of theCompensation—Retirement Benefits topic of the ASC adjustments of $(22.4) million in 2007.



(2)

As of December 31, 2009, 2008 and 2007, capital leases represented less than $0.1 million of Vought's total debt balance. Total debt as of December 31, 2009 and 2008 includes $2.4 million and $8.2 million, respectively, of unamortized discount related to Vought's long-term debt.




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RISK FACTORS


        YouAn investment in the new notes involves risks that could cause you to lose all or part of your original investment, including the risks described below. Please be aware that other risks may prove to be important in the future and that new risks may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our financial performance. Prior to making a decision to tender your old notes, you should carefully consider the following discussion of risks and the other information in this prospectus, and carefully all ofread the information set forth orrisks described in the documents incorporated by reference in this prospectus, and, in particular, the following risks before you decide to tender your old notes. If any of the following uncertainties or risks actually occurs, our business, financial condition or results of operations could be materially adversely affected. The risks described below are not the only ones that may affect your investment. Additional risks and uncertainties not currently known to us or that we currently view as immaterial may also materially and adversely affect our business, financial condition or results of operations.

Risks Related to the Exchange Offer

If you fail to exchange your old notes for new notes, you will continue to hold notes subject to transfer restrictions.

        We will only issue new notes in exchange for old notes that you timely and properly tender. Therefore, you should allow sufficient time to ensure timely delivery of the old notes, and you should carefully follow the instructions on how to tender your old notesincluding those set forth under "The Exchange Offer—Proceduresthe caption "Risk Factors" in our Quarterly Report on Form 10-Q for Tendering" and in the letter of transmittal that accompanies this prospectus. Neither we norquarter ended June 30, 2010. If there is any inconsistency between the exchange agent are required to notify you of any defects or irregularities relating to your tender of old notes.

        If you do not exchange your old notes for new notesinformation set forth in this exchange offer, the old notes you hold will continue to be subjectsection and any documents incorporated by reference which discuss risk factors applicable to the existing transfer restrictions. In general, you may not offer or sell the old notes except under an exemption from, or in a transaction not subjectbusinesses of Triumph prior to the Securities Act and applicable state securities laws. We do not plan to registerVought Acquisition, you should rely on the old notes for resale under the Securities Act. If you continue to hold any old notes after this exchange offer is completed, you may have trouble selling them because of these restrictions on transfer.

        Because we anticipate that most holders of old notes will elect to participateinformation set forth in this exchange offer, we expect that the liquidity of the market for the old notes after the completion of this exchange offer may be substantially limited. Any old notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount at maturity of the old notes not exchanged. Following this exchange offer, if you did not tender your old notes, you generally will not have any further registration rights, except in limited circumstances, and the old notes will continue to be subject to transfer restrictions.

If an active trading market does not develop for the new notes, you may be unable to sell the new notes or to sell them at a price you deem sufficient.section.

        The new notes will be securities for which there is no established trading market. We do not intend to list the new notes on any exchange or maintain a trading market for them. We give no assurance as to:

•

the liquidity of any trading market that may develop;



•

the ability of holders to sell their new notes; or



•

the price at which holders would be able to sell their new notes.

        Even if a trading market develops, the new notes may trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including:

•

prevailing interest rates;



•

the number of holders of the new notes;



•

the interest of securities dealers in making a market for the new notes;




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•

the market for similar debt securities; and



•

our financial performance.

Risks Relating to the New Notes

Our substantial indebtedness could adversely affect our financial health and our ability to fulfill our obligations under the notes.

        At September 30, 2009, our total debt was $422.6 million. Our indebtedness could have important consequences to you, including:

•

making it more difficult for us to satisfy our obligations with respect to the notes;



•

increasing our vulnerability to general adverse economic and industry conditions;



•

requiring that a portion of our cash flow from operations be used for the payment of interest on our debt, thereby reducing our ability to use our cash flow to fund working capital, capital expenditures, acquisitions and general corporate requirements;



•

limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions and general corporate requirements;



•

limiting our flexibility in planning for, or reacting to, changes in our business and the aerospace and defense industry; and



•

placing us at a competitive disadvantage to our competitors that have less indebtedness.

        We and our subsidiaries may be able to incur additional indebtedness in the future, including senior indebtedness and secured indebtedness. The indenture governing the notes does not fully prohibit us or our subsidiaries from doing so. If new indebtedness is added to our and our subsidiaries' current indebtedness levels, the related risks that we and they now face could intensify.

Our business and financial results depend on our ability to generate sufficient cash flow to service our debt or refinance our indebtedness on commercially reasonable terms.

        Our ability to make payment on and to refinance our debt and fund planned expenditures depends on our ability to generate cash flow in the future. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors and other factors that are beyond our control. We cannot assure you that our business will generate cash flow from operations or that future borrowings will be available to us under our senior secured credit facilities in an amount sufficient to enable us to pay our debt or to fund our other liquidity needs. We cannot assure you that we will be able to refinance our borrowing arrangements or any other outstanding debt on commercially reasonable terms or at all. Refinancing our borrowing arrangements could cause us to:

•

pay interest at a higher rate;



•

be subject to additional or more restrictive covenants than those outlined above; and



•

grant additional security interests in our collateral.

        Our inability to generate sufficient cash flow to service our debt or refinance our indebtedness on commercially reasonable terms would have a material adverse effect on our business and results of operations.




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The current credit crisis may impede our ability to successfully access capital markets and ensure adequate liquidity.

        The global credit markets have been experiencing significant disruption and volatility in recent months as evidenced by a lack of liquidity in the debt capital markets, significant write-offs in the financial services sector, the re-pricing of credit risk in the broadly syndicated credit market and failure of certain major financial institutions. As a result, in some cases, the ability or willingness of traditional sources of capital to provide financing has been reduced. Such market disruptions may increase our cost of borrowing or affect our ability to access one or more financial markets. If we are not able to access debt capital markets at competitive rates, our ability to implement our business plan and strategy may be negatively affected.

Your right to receive payments on the new notes and the subsidiary guarantees is subordinated to our senior debt and the senior debt of our subsidiary guarantors.

        Payment on the new notes and the subsidiary guarantees will be subordinated in right of payment to all of our and the subsidiary guarantors' current and future senior indebtedness, including our and the subsidiary guarantors' obligations under the Credit Agreement. As a result, upon any distribution of our assets to our creditors or the subsidiary guarantors' creditors in a bankruptcy, liquidation, reorganization or similar proceeding relating to us or the subsidiary guarantors' or our or their property, the holders of our and the subsidiary guarantors' senior debt will be entitled to be paid in full in cash before any payment may be made on the notes or the related subsidiary guarantees. We and the subsidiary guarantors may not have sufficient funds to pay all of our creditors, and holders of the notes may receive less, ratably, than the holders of our senior indebtedness or other creditors.

        In addition, the indentures governing the new notes and Convertible Notes, respectively, and the Credit Agreement permit us and the subsidiary guarantors, subject to specified limitations, to incur additional indebtedness, some or all of which may be senior indebtedness. All amounts outstanding from time to time under the Credit Agreement will be designated senior indebtedness.

The new notes will not be secured, and therefore will be effectively subordinated to all of our and the subsidiary guarantors' existing and future secured indebtedness.

        The new notes will not be secured by any of our assets or any assets of our subsidiaries. In the event of a bankruptcy or similar proceeding involving us or our subsidiaries, the assets which serve as collateral securing the indebtedness of such entities will be available to satisfy their obligations under any secured indebtedness they presently have or may incur in the future. Moreover, the indenture governing the new notes will permit us to incur additional indebtedness that is secured.

Fraudulent conveyance laws may permit courts to void the guarantors' guarantees of the notes in specific circumstances, which would interfere with the payment under the guarantors' guarantees.

        Federal and state statutes may allow courts, under specific circumstances described below, to void the guarantors' guarantees of the notes. If such avoidance occurs, our noteholders might be required to return payments received from our guarantors in the event of bankruptcy or other financial difficulty of our guarantors. Under United States federal bankruptcy law and comparable provisions of state fraudulent conveyance laws, a guarantee could be set aside if, among other things, a subsidiary guarantor, at the time it incurred the debt evidenced by its guarantee:

•

incurred the guarantee with the intent of hindering, delaying or defrauding current or future creditors; or




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•

received less than reasonably equivalent value or fair consideration for incurring the guarantee, and



•

was insolvent or was rendered insolvent by reason of the incurrence;



•

was engaged, or about to engage, in a business or transaction for which the assets remaining with it constituted unreasonably small capital to carry on such business; or



•

intended to incur, or believed that it would incur, debts beyond its ability to pay as those debts mature.

        The tests for fraudulent conveyance, including the criteria for insolvency, will vary depending upon the law of the jurisdiction that is being applied. Generally, however, a debtor would be considered insolvent if, at the time the debtor incurred the debt, either:

•

the sum of the debtor's debts and liabilities, including contingent liabilities, was greater than the debtor's assets at fair valuation;



•

the present fair saleable value of the debtor's assets was less than the amount required to pay the probable liability on the debtor's total existing debts and liabilities, including contingent liabilities, as they became absolute and matured; or



•

it could not pay its debts as they became due.

        In addition, each guarantee will contain a provision intended to limit the guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent conveyance. This provision may not be effective to protect the guarantees from being voided under fraudulent conveyance laws, or may eliminate the guarantor's obligations or reduce the guarantor's obligations to an amount that effectively makes the guarantee worthless. In a recent Florida bankruptcy case, this kind of provision was found to be ineffective to protect the guarantees. If a court voids guarantees or holds them unenforceable, you will cease to be a creditor of the subsidiary guarantor and will be a creditor solely of us.

Not all of our subsidiaries guarantee our obligations under the new notes, and the assets of the non-guarantor subsidiaries may not be available to make payments on the new notes.

        Our present and future foreign subsidiaries, domestic unrestricted subsidiaries and future subsidiaries that do not guarantee our credit facility will not be guarantors of the notes. Payments on the notes are only required to be made by the subsidiary guarantors and us. As a result, no payments are required to be made from the assets of subsidiaries that do not guarantee the notes, unless those assets are transferred by dividend or otherwise to us or a subsidiary guarantor. See "Description of Notes—Subordination." Our non-guarantor subsidiaries generated 3.6% of our total net sales in fiscal 2009. As of September 30, 2009, assuming we had completed the offering of the old notes and applied the net proceeds as intended, the non-guarantor subsidiaries would have had liabilities, including intercompany liabilities, of approximately $204.4 million, of which approximately $79.1 million would have been debt.

        In the event of a bankruptcy, liquidation or reorganization of any of the non-guarantor subsidiaries, holders of their indebtedness will be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us. As a result, the notes are structurally subordinated to all the liabilities of the non-guarantor subsidiaries.

We may be unable to repurchase the new notes if we experience a change of control.

        If we were to experience a change of control, as that term is defined in the indenture governing the new notes, we will be required to offer to purchase all of the outstanding notes. Our failure to




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repay holders tendering notes upon a change of control will result in an event of default under the notes. The Credit Agreement prohibits repayment of the new notes without consent of the required lenders thereunder, which consent we may not be able to obtain. In addition, the events that constitute a change of control, or an event of default, under the notes may also result in an event of default under the Credit Agreement, which may result in the acceleration of the indebtedness under that facility requiring us to repay that indebtedness immediately. If a change of control were to occur, we cannot assure you that we would have sufficient funds to repay debt outstanding under the Credit Agreement or to purchase the notes. We expect that we would require additional financing from third parties to fund any such purchases, and we cannot assure you that we would be able to obtain financing on satisfactory terms or at all.

Risks Relating to Our IndustryBusiness and Our BusinessIndustry

Factors that have an adverse impact on the aerospace industry may adversely affect our results of operations and liquidityliquidity..

        A substantial percentage of our gross profit and operating income on a pro forma basis after giving effect to the Vought Acquisition was derived from commercial aviation for fiscal year 2009.2010. Our operations arehave been focused on designing, engineering, manufacturing, repairing and manufacturingoverhauling a broad portfolio of aerostructures, aircraft components, for new aircraft, selling spare partsaccessories, subassemblies and performing repair and overhaul services on existing aircraft and aircraft components.systems. 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 OEMs and aircraft operators or projected market growth that may not materialize or be sustainable. We are also significantly dependent on sales to the commercial aerospace market, which has been cyclical in nature with significant downturns in the past. 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 and liquidity. The financial conditionWe have credit exposure to a number of our airline customers is a concern and thereby introduces credit risk withcommercial airlines, 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.which have encountered financial difficulties. In addition, last year's dramatic risean increase in energy costs significantly increasedand the price of fuel to the airlines, resultingsimilar to that which occurred in 2008, could result in additional pressure on the operating costs of airlines. The market for jet fuel is inherently volatile and is subject to, among other things, changes in government policy on jet fuel production, fluctuations in the global supply of crude oil and disruptions in oil production or delivery caused by sudden hostility in oil producing areas. Often airlines are unable to pass on increases in fuel prices to customers by increasing fares due to the competitive nature of the airline industry, and this compounds the pressure on operating costs. These or otherOther events of general impact such as renewed terrorist attacks against the industry or pandemic health crises may lead to further declines in the worldwide aerospace industry that could further adversely affect our business and financial condition.

        In addition, demand for our maintenance, repair and overhaul services is strongly correlated with worldwide flying activity. A significant portion of the maintenance, repair and overhaul ("MRO") activity required on commercial aircraft is mandated by government regulations that limit the total time or number of flights that may elapse between scheduled MRO events. As a result, although short-term deferrals are possible, MRO activity is ultimately required to continue to operate the aircraft in revenue-producing service. Therefore, over the intermediate and long term, trends in the MRO market are closely related to the size and utilization level of the worldwide aircraft fleet, as reflected by the number of available seat miles, commonly referred to as ASMs, and cargo miles flown. Consequently, conditions or events which contribute to declines in worldwide ASMs and cargo miles flown, such as those mentioned above, could negatively impact our MRO business.




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Cancellations, reductions or delays in customer orders may adversely affect our results of operationsoperations..

        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.

We may fail to realize all of the expected benefits of the Vought Acquisition.

        On June 16, 2010, we completed the Vought Acquisition. Vought was a company with revenues almost twice our revenues prior to the acquisition and approximately as many employees. The Vought Acquisition is by far the largest acquisition we have made. The success of the Vought Acquisition will depend, in part, on our ability to realize the anticipated benefits from combining the businesses of Triumph and Vought. However, to realize these anticipated benefits, we must successfully combine the businesses. If we are not able to achieve these objectives, or do not do so in a timely manner, the anticipated benefits of the Vought Acquisition may not be realized fully or at all or may take longer to realize than expected.

        In addition, it is possible that the integration process could result in the loss of key employees, the disruption of each company's ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with customers, suppliers and employees or to achieve the anticipated benefits of the Vought Acquisition. Integration efforts between the two companies will also divert management attention and resources and could have an adverse effect on us during the transition period.

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, bythrough the acquisition of additional businesses in the aerospace industry and are continuously evaluating various acquisition opportunities, including those




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outside the United States and those that are larger than the acquisitions wemay have made previously. However, we do not have any definitive agreements at this time to acquire additional businesses.a material impact on our business. 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 risk of diverting the attention of senior management from our existing operations, 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, satisfactorilysuccessfully integrate these acquired businesses.

A significant decline in business with a key customer could have a material adverse effect on us.

        For the year ended March 31, 2009 and for the six months ended September 30, 2009, The Boeing Company, or Boeing Commercial, Military & Space, represented approximately 23% and 29%52% of our net sales respectively. Accordingly,on a pro forma basis after giving effect to the Vought Acquisition, and on a stand-alone basis, 30% of Triumph's net sales and 66% of Vought's net sales, in each case for the twelve months ended March 31, 2010, covering virtually every Boeing plant and product. As a result, a significant reduction in purchases by this customerBoeing could have a material adverse impact on our financial




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position, results of operations, and cash flows. In addition, some of our operating locations have significantother group companies rely significantly on particular customers, the loss of whomwhich could have an adverse effect on those businesses.

Demand for our military and defense products is dependent upon government spending.

        Approximately 36% and 38% of our sales for fiscal year 2009 and six months ended September 30, 2009, respectively, were derived from the military and defense market, which includes primarily indirect sales to the U.S. Government.        The military and defense market is largely dependent upon government budgets, particularly the U.S. defense budget, and even an increase in defense spending may not be allocated to programs that would benefit our business. Moreover, the new military aircraft programs in which we participate may not enter full-scale production as expected. A change in the levels of defense spending or levels of military flight operations could curtail or enhance our prospects in thisthe military and defense market depending upon the programs affected.

        For the fiscal year ended March 31, 2010, approximately 36% of our sales on a pro forma basis after giving effect to the Vought Acquisition and 37% of Triumph sales on a stand-alone basis were derived from the military and defense market, which includes primarily indirect sales to the U.S. Government. Approximately 35% of Vought's revenue for fiscal year 2009 was derived from the military and defense market, which includes primarily indirect sales to the U.S. Government. As a result, our exposure to the military and defense market is significant.

        We also face the risk that the C-17 program could be completed upon fulfillment of currently outstanding production orders. We currently have a contract with Boeing to support C-17 production through April 2011. The President's proposed 2010 budget does not include funding for the procurement of new C-17 aircraft, although Congress has proposed adding funding for additional aircraft. Boeing currently has confirmed orders with the U.S. Air Force and various foreign militaries to produce C-17 through 2012 at a rate of approximately 10 aircraft per year. In addition there are additional orders for 2013 that have been confirmed and Boeing has reported that there is strong interest from India for 10 aircraft as well as interest from Qatar, Saudi Arabia, South Africa and Japan. These additional orders would allow production to be continued through 2014 at today's current rate. However, there can be no assurance that these additional orders will materialize. Our business could be adversely impacted if the U.S. Government does not fund additional C-17 aircraft or if additional orders from Foreign Militaries do not materialize and Boeing decides not to fund beyond their current commitment. As a result, the loss of the C-17 program and the failure to win additional work to replace the C-17 program could materially reduce our cash flow and results of operations.

Future volatility in the financial markets may impede our ability to successfully access capital markets and ensure adequate liquidity and may adversely affect our customers and suppliers.

        Future turmoil in the capital markets may impede our ability to access the capital markets when we would like, or need, to raise capital or restrict our ability to borrow money on favorable terms. Such market conditions could have an adverse impact on our flexibility to react to changing economic and business conditions and on our ability to fund our operations and capital expenditures in the future. In addition, interest rate fluctuations, financial market volatility or credit market disruptions may also negatively affect our customers' and our suppliers' ability to obtain credit to finance their businesses on acceptable terms. As a result, our customers' need for and ability to purchase our products or services may decrease, and our suppliers may increase their prices, reduce their output or change their terms of sale. If our customers' or suppliers' operating and financial performance deteriorates, or if they are unable to make scheduled payments or obtain credit, our customers may not be able to pay, or may delay payment of, accounts receivable owed to us, and our suppliers may restrict credit or impose different payment terms. Any inability of customers to pay us for our products and services or any demands by suppliers for different payment terms, may adversely affect our earnings and cash flow.




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Our international sales and operations are subject to applicable laws relating to trade, export controls and foreign corrupt practices, the violation of which could adversely affect our operations.

        We must comply with all applicable export control laws and regulations of the United States and other countries. United States laws and regulations applicable to us include the Arms Export Control Act, the International Traffic in Arms Regulations ("ITAR"), the Export Administration Regulations ("EAR") and the trade sanctions laws and regulations administered by the United States Department of the Treasury's Office of Foreign Assets Control ("OFAC"). EAR restricts the export of dual-use products and technical data to certain countries, while ITAR restricts the export of defense products, technical data and defense services. The U.S. governmentGovernment agencies responsible for administering EAR and ITAR have significant discretion in the interpretation and enforcement of these regulations. We also cannot provide services to certain countries subject to United States trade sanctions unless we first obtain the necessary authorizations from OFAC. In addition, we are subject to the Foreign Corrupt Practices Act ("FCPA") which generally bars bribes or unreasonable gifts to foreign governments or officials.

        Violations of these laws or regulations could result in significant additional sanctions including fines, more onerous compliance requirements, more extensive debarments from export privileges, loss of authorizations needed to conduct aspects of our international business and criminal penalties and may harm our ability to enter into contracts with the U.S. government. A future violation of ITAR or the other regulations enumerated above could materially adversely affect our business, financial condition and results of operations.




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Our expansion into international markets may increase credit, currency and other risks, and our current operations in international markets expose us to such 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, with the acquisition of operations in China, Germany, Mexico, Thailand and the U.K., Germany,United Kingdom, and Mexico, along with our existing Thailand facility and as we pursue customers in other parts of thethroughout world, we will be subject to the legal, political, social and regulatory requirements and economic conditions of other jurisdictions. In the future, we may also make additional international capital investments, including further acquisitions of companies outside the United States or companies having operations outside the United States. Risks inherent to international operations include, but are not limited to, the following:

•

difficulty in enforcing agreements in some legal systems outside the United States;



•

countries may imposeimposition of additional withholding taxes or otherwise taxother taxes on our foreign income, impose tariffs or adopt other restrictions on foreign trade and investment, including currency exchange controls;



•

fluctuations in exchange rates which may affect demand for our products and services and may adversely affect our profitability in U.S. dollars;



•

inability to obtain, maintain or enforce intellectual property rights;



•

changes in general economic and political conditions in the countries in which we operate;



•

unexpected adverse changes in the laws or regulatory requirements outside the U.S.,United States, including those with respect to environmental protection, export duties and quotas;



•

failure by our employees or agents to comply with U.S. laws affecting the activities of U.S. companies abroad;



•

difficulty with staffing and managing widespread operations; and



•

difficulty of and costs relating to compliance with the different commercial and legal requirements of the countries in which we operate.




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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 aerospace companies and product lines engaged in the aerospace industry.lines. 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, access to markets and conditions of markets, availability under the Revolving Credit AgreementFacility and Securitization Facility and by particular restrictions contained in the Revolving Credit AgreementFacility 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, particularly in light of the current instability in the credit markets.us.

Competitive pressures may adversely affect us.

        We have numerous competitors in the aerospace industry. We compete primarily with the top-tier systems integrators and the manufacturers that supply them, some of which are divisions or subsidiaries of OEMs and other large companies that manufacture aircraft components and subassemblies. Our OEM competitors, which include Boeing, Airbus, Bell Helicopter, Cessna, Gulfstream, Honeywell, Lockheed Martin, Northrop Grumman, Raytheon, Rolls Royce and Sikorsky may choose not to outsource production of aerostructures or other components due to, among other things, their own direct labor and overhead considerations, capacity utilization at their own facilities and desire to retain critical or core skills. Consequently, traditional factors affecting competition, such as price and quality of service, may not be significant determinants when OEMs decide whether to produce a part in-house or to outsource. We also face competition from non-OEM component manufacturers including, Alenia Aeronautica, Fuji Heavy Industries, GKN Westland Aerospace (U.K.), Goodrich Corp., Kawasaki Heavy Industries, Mitsubishi Heavy Industries, Spirit AeroSystems and Stork Aerospace. 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




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competitors have substantially greater financial and other resources than we have. Competitive pressures may materially adversely affect our operating revenues and margins 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.

WeThe construction of aircraft is heavily regulated and failure to comply with applicable laws could reduce our sales or require us to incur additional costs to achieve compliance, and 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, components and componentsaerostructures 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.




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Some contractual arrangements with our customers may cause us to bear significant up-front costs that we may not be able to recover.

        Many new aircraft programs require that major suppliers bear the cost of design, development and engineering work associated with the development of the aircraft usually in exchange for a long-term agreement to supply critical parts once the aircraft is in production. Boeing's 787 and Airbus' A350 are examples of two new aircraft programs in which we are competing in a product development process in order to obtain eventual long term production agreements. If the aircraft fails to reach the full production stage or we fail to win the long-term contract, the outlays we have made in research and development and other start-up costs may not produce thegenerate our anticipated return on investment.

We may not realize our anticipated return on capital commitments made to expand our capabilities.

        We continually 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 aslower than expected.

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 or the failure of an aircraft component designed or manufactured 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, as the number of insurance companies providing general aviation product liability insurance coverage has decreased in recent years, 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 partythird-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




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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. Additionally, the service of key members of the Vought management team and other personnel are expected to be critical to ensure the smooth and timely integration of Vought's business into Triumph.

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.regulations, and we are subject to potentially significant fines or penalties, including criminal sanctions, if we fail to comply with these requirements. Pursuant to certain environmental laws, a current or previous owner or operator of a contaminated site may be held liable for the entire cost of investigation, removal or remediation of hazardous materials at such property, whether or not the owner or operator knew of, or was responsible for, the presence of any hazardous materials. Although management believes that our operations and facilities are in material compliance with such laws and regulations, future changes in such laws, regulations or interpretations thereof or the nature of our operations or regulatory enforcement actions which may arise, may require us to make significant additional capital expenditures to ensure compliance in the future. Certain of our facilities, including facilities acquired and operated by us or one of our subsidiaries have at one time or another been 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 for potential or identified environmental contamination. Lawsuits, claims and costs involving




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environmental matters are likely to continue to arise in the future. Individual facilities of ours have also been subject to investigation on occasion for possible past waste disposal practices which might have contributed to contamination at or from remote third partythird-party waste disposal sites. In some instances, we are 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, including but not limited to specified exclusions, deductibles and limitations on the survival period of the indemnity. We also maintain a pollution liability policy that provides coverage, subject to specified limitations, for specified material liabilities associated with the clean-up of certain on-site pollution conditions, as well as defense and indemnity for certain third partythird-party suits (including Superfund liabilities at third partythird-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 our financial position, results of operations, and cash flows.

We are currently involved in intellectual property litigation, which could have a material and adverse impact on our profitability, and we could become so involved again in the future.

        We and other companies in our industry possess certain proprietary rights relating to designs, engineering, manufacturing processes and repair and overhaul procedures. In the event that we believe that a third party is infringing upon our proprietary rights, we may bring an action to enforce such rights. In addition, third parties may claim infringement by us with respect to their proprietary rights and may initiate legal proceedings against us in the future. The expense and time of bringing an action to enforce such rights or defending against infringement claims can be significant, as in the case of the litigation arising out of the claims of Eaton Corporation discussed in "Business—Legal Proceedings." Intellectual property litigation involves complex legal and factual questions which makes the outcome of any such proceedings subject to considerable uncertainty. Not only can such actionslitigation divert management's attention, but it can also expose the companyCompany to damages and potential injunctive relief which, if granted, may preclude the company from making, using or selling particular products or technology. The expense and time associated with such litigation may have a material and adverse impact on our profitability.

We do not own certain intellectual property and tooling that is important to our business.

        In addition, in our overhaul and repair businesses, OEMs of equipment that we maintain for our customers increasingly include language in repair manuals relating to their equipment asserting broad claims of proprietary rights to the contents of the manuals used in our operations. Although we believe that our use of manufacture and repair manuals is lawful, there can be no assurance that OEMs will not try to enforce such claims, including through the possible use of legal proceedings, or that any such actions will be unsuccessful.

        Our business also depends on using certain intellectual property and tooling that we have rights to use pursuant to license grants under our contracts with our OEM customers. These contracts contain restrictions on our use of the intellectual property and tooling and may be terminated if we violate certain of these restrictions. Our loss of a contract with an OEM customer and the related license rights to use an OEM's intellectual property or tooling would materially adversely affect our business.

Our fixed-price contracts may commit us to unfavorable terms.

        For the year fiscal year ended March 31, 2010, a significant portion of our net sales on a pro forma basis after giving effect to the Vought Acquisition were derived from fixed-price contracts under which we have agreed to provide components or aerostructures for a price determined on the date we entered into the contract. Several factors may cause the costs we incur in fulfilling these contracts to




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vary substantially from our original estimates, and we bear the risk that increased or unexpected costs may reduce our profit or cause us to sustain losses on these contracts. In a fixed-price contract, we must fully absorb cost overruns, notwithstanding the difficulty of estimating all of the costs we will incur in performing these contracts. Because our ability to terminate contracts is generally limited, we may not be able to terminate our performance requirements under these contracts at all or without substantial liability and, therefore, in the event we are sustaining reduced profits or losses, we could continue to sustain these reduced profits or losses for the duration of the contract term. Our failure to anticipate technical problems, estimate delivery reductions, estimate costs accurately or control costs during performance of a fixed-price contract may reduce the profitability of a fixed-price contract or cause significant losses.


USE OF PROCEEDS
Any significant disruption from key suppliers of raw materials and key components could delay production and decrease revenue.

        This exchange offer is intendedWe are highly dependent on the availability of essential raw materials such as carbon fiber, aluminum and titanium, and purchased engineered component parts from our suppliers, many of which are available only from single customer-approved sources. Moreover, we are dependent upon the ability of our suppliers to satisfyprovide raw materials and components that meet our obligations under the registration rights agreementspecifications, quality standards and delivery schedules. Our suppliers' failure to provide expected raw materials or component parts could require us to identify and enter into which we entered when we issued the old notes. We will not receive any cash proceeds from this exchange offer. In exchange for the old notes that you tender pursuant to this exchange offer, you will receive new notes in like principal amount. The old notescontracts with alternate suppliers that are surrenderedacceptable to both us and our customers, which could result in exchange forsignificant delays, expenses, increased costs and management distraction and adversely affect production schedules and contract profitability.

        We have from time to time experienced limited interruptions of supply, and we may experience a significant interruption in the new notes will be retiredfuture. Our continued supply of raw materials and cancelledcomponent parts are subject to a number of risks including:

•

availability of capital to our suppliers;



•

the destruction of our suppliers' facilities or their distribution infrastructure;



•

a work stoppage or strike by us upon receipt and cannot be reissued. The issuanceour suppliers' employees;



•

the failure of our suppliers to provide raw materials or component parts of the new notes under this exchange offer willrequisite quality;



•

the failure of essential equipment at our suppliers' plants;



•

the failure or shortage of supply of raw materials to our suppliers;



•

contractual amendments and disputes with our suppliers; and



•

geopolitical conditions in the global supply base.

        In addition, some contracts with our suppliers for raw materials, component parts and other goods are short-term contracts, which are subject to termination on a relatively short-term basis. The prices of our raw materials and component parts fluctuate depending on market conditions, and substantial increases in prices could increase our operating costs, which, as a result of our fixed price contracts, we may not resultbe able to recoup through increases in any increasethe prices of our products.

        Due to economic difficulty, we may face pressure to renegotiate agreements resulting in our outstanding indebtedness.

        The net proceedslower margins. Our suppliers may discontinue provision of products to us at attractive prices or at all, and we may not be able to obtain such products in the future from these or other providers on the salescale and within the time periods we require. Furthermore, substitute raw materials or component parts may not meet the strict specifications and quality standards we and our customers demand, or that the U.S. Government requires. If we are not able to obtain key products on a timely basis and at an affordable cost, or we experience significant delays or interruptions of the old notes were approximately $168.5 million.their supply, revenues from sales of products that use these supplies will decrease.




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RATIO OF EARNINGS TO FIXED CHARGES
Our operations depend on our manufacturing facilities, which are subject to physical and other risks that could disrupt production.

        Our ratiomanufacturing facilities could be damaged or disrupted by a natural disaster, war, or terrorist activity. We maintain property damage and business interruption insurance at the levels typical in our industry, however, a major catastrophe, such as an earthquake, hurricane, flood, tornado or other natural disaster at any of earnings to fixed charges for eachour sites, or war or terrorist activities in any of the fiscal years ended 2005 through 2009areas where we conduct operations could result in a prolonged interruption of our business. Any disruption resulting from these events could cause significant delays in shipments of products and the six months ended September 30, 2009 was as follows:

		Year Ended March 31,										Six Months Ended September 30, 2009
		2005		2006		2007		2008		2009
Ratio of Earnings to Fixed Charges(1)		2.5x		4.0x		4.3x		4.8x		6.2x		5.4x

---

(1)

For purposesloss of calculatingsales and customers and we may not have insurance to adequately compensate us for any of these events.

Significant consolidation by aerospace industry suppliers could adversely affect our business.

        The aerospace industry has recently experienced consolidation among suppliers. Suppliers have consolidated and formed alliances to broaden their product and integrated system offerings and achieve critical mass. This supplier consolidation is in part attributable to aircraft manufacturers more frequently awarding long-term sole-source or preferred supplier contracts to the most capable suppliers, thus reducing the total number of suppliers. This consolidation could cause us to compete against certain competitors with greater financial resources, market penetration and purchasing power. When we purchase component parts and services from suppliers to manufacture our products, consolidation reduces price competition between our suppliers, which could diminish incentives for our suppliers to reduce prices. If this ratio, "earnings" consistsconsolidation continues, our operating costs could increase and it may become more difficult for us to be successful in obtaining new customers.

Due to the size and long-term nature of incomemany of our contracts, we are required by GAAP to estimate sales and expenses relating to these contracts in our financial statements, which may cause actual results to differ materially from continuing operations before income taxesthose estimated under different assumptions or conditions.

        Our financial statements are prepared in conformity with accounting principles generally accepted in the United States. These principles require our management to make estimates and income from equity affiliate plus (a) fixed charges minus interest capitalizedassumptions regarding our contracts that affect the reported amounts of revenue and expenses during the period, (b) distributed incomereporting period. Contract accounting requires judgment relative to assessing risks, estimating contract sales and costs, and making assumptions for schedule and technical issues. Due to the size and nature of many of our contracts, the estimation of total sales and cost at completion is complicated and subject to many variables. While we base our estimates on historical experience and on various assumptions that we believe to be reasonable under the circumstances at the time made, actual results may differ materially from equity affiliatesthose estimated.

We may be subject to work stoppages at our facilities or those of our principal customers and (c) amortizationsuppliers, which could seriously impact the profitability of previously capitalized interest. Fixed charges consistour business.

        At March 31, 2010, we employed 12,508 people on a pro forma basis after giving effect to the Vought Acquisition, of interest expense, capitalized interest, amortizationwhich 26.7% belonged to unions. Our unionized workforces and those of discountour customers and suppliers may experience work stoppages. For example, the International Association of Machinists-represented employees at Vought's Nashville, Tennessee, plant engaged in a strike that continued for approximately 16 weeks during 2008 and 2009. A contingency plan was implemented that allowed production to continue in Nashville during the course of that strike. Additionally, our union contract with Local 848 of UAW with employees at our Dallas and Grand Prairie, Texas, facilities expires on indebtednessOctober 3, 2010. If we are unable to negotiate a new contract with that workforce, our operations may be disrupted and an appropriate portionwe may be prevented from completing production and delivery of rental expense representativeproducts from those facilities, which would negatively impact our results of the interest factor.

operations.




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        Many aircraft manufacturers, airlines and aerospace suppliers have unionized workforces. Strikes, work stoppages or slowdowns experienced by aircraft manufacturers, airlines or aerospace suppliers, such as the recent strike at Boeing's C-17 facilities, could reduce our customers' demand for our products or prevent us from completing production. In turn, this may have a material adverse affect on our financial condition, results of operations and cash flows.


Financial market conditions may adversely affect the benefit plan assets we have inherited from Vought, increase funding requirements and materially impact our statement of financial position.

        The benefit plan assets we have inherited from Vought as a result of the Vought Acquisition are invested in a diversified portfolio of investments in both the equity and debt categories, as well as limited investments in real estate and other alternative investments. The current market values of all of these investments, as well as the related benefit plan liabilities are impacted by the movements and volatility in the financial markets. In accordance with theCompensation—Retirement Benefits topic of the Accounting Standards Codification (ASC), we have recognized the over-funded or under-funded status of a defined benefit postretirement plan as an asset or liability in our balance sheet, and will recognize changes in that funded status in the year in which the changes occur. The funded status is measured as the difference between the fair value of the plan's assets and the projected benefit obligation. A decrease in the fair value of these plan assets or an increase in interest rates resulting from movements in the financial markets will increase the under-funded status of the plans recorded in our statement of financial position and result in additional cash funding requirements to meet the minimum required funding levels.

CAPITALIZATION
The U.S. Government is a significant customer of our largest customers, and we and they are subject to specific U.S. Government contracting rules and regulations.

        As a result of the Vought Acquisition, we have become a more significant provider of aerostructures to military aircraft manufacturers. The following table sets forthmilitary aircraft manufacturers' business, and by extension, our cashbusiness, is affected by the U.S. Government's continued commitment to programs under contract with our customers. The terms of defense contracts with the U.S. Government generally permit the government to terminate contracts partially or completely, either for its convenience or if we default by failing to perform under the contract. Termination for convenience provisions provide only for our recovery of unrecovered costs incurred or committed, settlement expenses and capitalizationprofit on the work completed prior to termination. Termination for default provisions provide for the contractor to be liable for excess costs incurred by the U.S. Government in procuring undelivered items from another source. On contracts where the price is based on cost, the U.S. Government may review our costs and performance, as well as our accounting and general business practices. Based on the results of September 30, 2009, on (i) an actual basissuch audits, the U.S. Government may adjust our contract-related costs and (ii) an as adjusted basisfees, including allocated indirect costs. In addition, under U.S. Government purchasing regulations, some of our costs, including most financing costs, portions of research and development costs, and certain marketing expenses may not be subject to give effectreimbursement.

        We bear the potential risk that the U.S. Government may unilaterally suspend our customers or us from new contracts pending the resolution of alleged violations of procurement laws or regulations. Sales to the offeringU.S. Government are also subject to changes in the government's procurement policies in advance of design completion. An unexpected termination of, or suspension from, a significant government contract, a reduction in expenditures by the U.S. Government for aircraft using our products, lower margins resulting from increasingly competitive procurement policies, a reduction in the volume of contracts awarded to us, or substantial cost overruns could have a material adverse effect on our financial condition, results of operations and cash flows.




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We are subject to the requirements of the National Industrial Security Program Operating Manual for facility security clearance, which is a prerequisite for our ability to perform on classified contracts for the U.S. Government.

        A Department of Defense, or DoD, facility security clearance is required in order to be awarded and perform on classified contracts for the DoD and certain other agencies of the U.S. Government, which is a significant part of our business. We have obtained clearance at appropriate levels that require stringent qualifications, and it may be required to seek higher level clearances in the future. We cannot assure you that we will be able to maintain our security clearance. If for some reason our security clearance is invalidated or terminated, we may not be able to continue to perform our present classified contracts or be able to enter into new classified contracts, which could affect our ability to compete for and capture new business.

We may be unable to effectively implement the Enterprise Resource Planning (ERP) system at Vought.

        In 2009, Vought began the planning and design phase of an ERP system which is scheduled for completion in 2011. If this implementation is not managed effectively it may delay our ability to obtain accurate financial information with respect to the Vought business or obtain the information necessary to effectively manage the Vought business, which could have a material adverse effect on our financial condition and results of operations.

Risks Relating to the Exchange Offer and the New Notes

If you fail to exchange your old notes for new notes, they may be difficult to resell.

        If you do not exchange your old notes for new notes in this exchange offer, the old notes you hold will continue to be subject to the existing transfer restrictions described in the legend on the global security representing the outstanding old notes. These restrictions on transfer exist because we issued the old notes pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. The old notes that are not exchanged for new notes will remain restricted securities. Accordingly, those old notes may not be offered or sold, unless registered under the Securities Act and applicable state securities laws, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Because we anticipate that most holders of old notes will elect to participate in this exchange offer, we expect that the liquidity of the market for the old notes after the completion of this exchange offer may be substantially limited. Any old notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount at maturity of the old notes andnot exchanged.

You may not receive the applicationnew notes in the exchange offer if the exchange offer procedures are not properly followed.

        We will issue the new notes in exchange for your old notes only if you properly tender the old notes before expiration of proceeds as described herein.

		As of September 30, 2009
		(unaudited)
		Actual			As Adjusted(a)(b)
		(in thousands)
Cash(b)		$	26,973		$	110,473
Credit Agreement(b)(c)		$	85,000			—
Receivables securitization facility(d)			75,000			75,000
Equipment leasing facility(e)			74,772			74,772
Other debt			7,878			7,878
Senior subordinated notes offered hereby(a)			—			172,477
Convertible Notes(f)			166,467			166,467
Subordinated promissory notes			13,481			13,481
Total debt		$	422,598		$	510,075
Stockholders' equity			833,335			833,335
Total capitalization		$	1,255,933		$	1,343,410

---

(a)

As Adjusted gives effectthe exchange offer. Neither we nor the exchange agent are under any duty to give notification of defects or irregularities with respect to the issuance of $175.0 million in aggregate principal amounttenders of the old notes netfor exchange. If you are the beneficial holder of old notes that are held through your broker, dealer, commercial bank, trust company or other nominee, and you wish to tender such notes in the exchange offer, you should promptly contact the person through whom your old notes are held and instruct that person to tender on your behalf.




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Broker-dealers may become subject to the registration and prospectus delivery requirements of the effects of original issue discount, initial purchaser discountsSecurities Act and estimated expenses.



(b)

Immediately followingany profit on the consummationresale of the offeringnew notes may be deemed to be underwriting compensation under the Securities Act.

        Any broker-dealer that acquires new notes in the exchange offer for its own account in exchange for old notes which it acquired through market-making or other trading activities must acknowledge that it will comply with the registration and prospectus delivery requirements of the oldSecurities Act in connection with any resale transaction by that broker-dealer. Any profit on the resale of the new notes and any commission or concessions received by a broker-dealer may be deemed to be underwriting compensation under the Securities Act.

If an active trading market does not develop for the new notes, you may be unable to sell the new notes or to sell them at a price you deem sufficient.

        The new notes will be securities for which there is no established trading market. We do not intend to list the new notes on any exchange or maintain a trading market for them. We give no assurance as to:

•

the liquidity of any trading market that may develop;



•

the ability of holders to sell their new notes; or



•

the price at which holders would be able to sell their new notes.

        Even if a trading market develops, the new notes may trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including:

•

prevailing interest rates;



•

the number of holders of the new notes;



•

the interest of securities dealers in making a market for the new notes;



•

the market for similar debt securities; and



•

our financial performance.

Our substantial indebtedness could adversely affect our financial health and our ability to fulfill our obligations under the new notes.

        After completing the Vought Acquisition, we retainedhave a substantial amount of indebtedness. As of June 30, 2010, our total indebtedness is $1,335.3 million and we had an additional $403.1 million available for borrowing under our Revolving Credit Facility. Our indebtedness could have important consequences to you, including:

•

making it more difficult for us to satisfy our obligations with respect to the net proceeds from the offering as cash on hand. Anew notes;



•

increasing our vulnerability to general adverse economic and industry conditions;



•

requiring that a portion of our cash flow from operations be used for the net proceedspayment of interest on our debt, thereby reducing our ability to use our cash flow to fund working capital, capital expenditures, acquisitions and general corporate requirements;



•

limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions and general corporate requirements;



•

limiting our flexibility in planning for, or reacting to, changes in our business and the offeringaerospace and defense industry; and



•

placing us at a competitive disadvantage to our competitors that have less indebtedness.




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        We and our subsidiaries may be usedable to repay amounts outstandingincur additional indebtedness in the future, including senior indebtedness and secured indebtedness. Our existing debt agreements do not fully prohibit us or our subsidiaries from doing so. If new indebtedness is added to our and our subsidiaries' current indebtedness levels, the related risks that we and they now face could intensify.

        If we are unable to generate sufficient cash flow or otherwise obtain funds necessary to make required payments on our indebtedness we would be in default. Our ability to meet our obligations will depend upon our future performance, which will be subject to prevailing economic conditions, and to financial, business and other factors, including factors beyond our control.

Some of our indebtedness is subject to floating interest rates, which would result in our interest expense increasing if interest rates rise.

        As of June 30, 2010, we had $557.2 million of indebtedness subject to floating interest rates, including $350.0 million of indebtedness under our revolving credit facility atTerm Loan Facility. On a future date, without any permanent reduction in the commitments thereunder. We present the pro forma and as adjusted information in this prospectusbasis after giving effect to the useVought Acquisition, our cash interest expense for the fiscal year ended March 31, 2010 and the three months ended June 30, 2010, would have been approximately $77.2 million and $22.3 million, respectively. A 1% increase in floating interest rates would have increased such annual interest expense by approximately $5.3 million. Accordingly, our interest expense may increase as a result of interest rate fluctuations. The actual impact of a portion1% increase would depend on the amount of floating rate debt outstanding, which fluctuates from time to time. In addition, pro forma interest expense excludes incremental interest expense attributable to our 8% Senior Subordinated Notes due 2017, issued in November 2009, the remaining proceeds of which were used to partially finance the Vought Acquisition. If this debt had been outstanding as of April 1, 2009, we would have incurred additional interest expense, including amortization of discount and finance fees of approximately $9.2 million for the fiscal year ended March 31, 2010. Increased interest expense would reduce our funds available for operations or other purposes.

Our debt agreements contain restrictions that limit our flexibility in operating our business.

        Our Revolving Credit Facility and the indentures governing our existing notes contain, and our Term Loan Facility and the indenture governing the new notes contain, various covenants that limit our ability to engage in specified types of transactions. These covenants limit our, and certain of our subsidiaries' ability to, among other things:

•

incur additional indebtedness;



•

pay dividends or make other distributions;



•

make investments;



•

create liens;



•

incur restrictions on the ability of restricted subsidiaries to pay dividends or make certain other payments;



•

sell assets, including capital stock of subsidiaries;



•

enter into sale and leaseback transactions;



•

merge or consolidate with other entities; and



•

enter into transactions with affiliates.

        Complying with these covenants may cause us to take actions that are not favorable to holders of the net proceedsnotes and may make it more difficult for us to successfully execute our business strategy and compete against companies who are not subject to such restrictions.




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        In addition, a breach of any of these covenants could result in a default under the offeringCredit Facilities or our indentures. Upon the occurrence of an event of default under the Credit Facilities, the lenders could elect to repaydeclare all amounts outstanding under the Credit Agreement, although there canFacilities to be no assurancesimmediately due and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the lenders under the Credit Facilities could proceed against the collateral granted to them to secure that indebtedness. The acceleration of our indebtedness under one agreement may permit acceleration of indebtedness under other agreements that contain cross-default or cross-acceleration provisions. If our indebtedness is accelerated, we may not have sufficient assets to repay our indebtedness under the Credit Facilities as well as our unsecured indebtedness, including the new notes, and we may not be able to borrow sufficient funds to refinance it. Even if we are able to obtain new financing, it may not be on commercially reasonable terms or on terms that are acceptable to us. See "Description of Other Indebtedness."

We may not be able to generate sufficient cash to service all of our indebtedness, including the new notes, and we may not be able to refinance our indebtedness on commercially reasonable terms.

        Our ability to make payment on and to refinance our debt and fund planned expenditures depends on our ability to generate cash flow in the future, which is subject to general economic, financial, competitive, legislative and regulatory factors and other factors that are beyond our control. We cannot assure you that our business will generate cash flow from operations or that future borrowings will be available to us under our credit facilities, including our Revolving Credit Facility and our receivables financing facility, in an amount sufficient to enable us to pay our debt or to fund our other liquidity needs. We cannot assure you that we will actually usebe able to refinance our borrowing arrangements or any other outstanding debt on commercially reasonable terms or at all. Refinancing our borrowing arrangements could cause us to:

•

pay interest at a portionhigher rate or increased fees; or



•

be subject to additional or more restrictive covenants than those outlined in this prospectus.

        Our inability to generate sufficient cash flow to service our debt or refinance our indebtedness on commercially reasonable terms would have a material adverse effect on our business and results of operations.

We are dependent on dividends and other distributions from our subsidiaries.

        The Company has no operations of its own and derives substantially all of its net sales and cash flows from its subsidiaries. Our principal assets are the net proceedsequity interests that we hold in our operating subsidiaries. As a result, we are dependent on dividends and other distributions from our subsidiaries to generate the funds necessary to meet our financial obligations, including the payment of principal and interest on our outstanding debt. Our subsidiaries are legally distinct from us and have no obligation to make funds available to us for such payment.



(c)

Pursuant

The new notes will not be secured, and therefore will be effectively subordinated to all of our and the amendmentsubsidiary guarantors' existing and future secured indebtedness.

        The new notes will not be secured by any of our assets or any assets of our subsidiaries. In the event of a bankruptcy or similar proceeding involving us or our subsidiaries, our assets which serve as collateral under our secured indebtedness would be made available to the Credit Agreement, whichsatisfy our obligations under any secured indebtedness we entered into on August 14, 2009, the total commitment available for borrowingmay have, including obligations under the Credit Agreement was increasedFacilities, before any payments are made on the notes. As of June 30, 2010, we had $644.0 million of secured indebtedness outstanding. Moreover, the indenture governing the new notes permits us to $485.0 million. On September 30, 2009, there were $5.7 million in lettersincur additional indebtedness that is secured.




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Claims of holders of new notes will be structurally subordinate to claims of creditors of any of our subsidiaries that do not guarantee the new notes.

        The new notes will not be guaranteed by our present and future foreign subsidiaries, domestic unrestricted subsidiaries and future subsidiaries that do not guarantee our Credit Facilities. Accordingly, claims of holders of the new notes will be structurally subordinate to the claims of creditors of these non-guarantor subsidiaries, including trade creditors. All obligations of our non-guarantor subsidiaries will have to be satisfied before any of the assets of such subsidiaries would be available for distribution, upon a liquidation or otherwise, to us or a guarantor of the notes.

        For the fiscal year ended March 31, 2010, on an as adjustedapro forma basis after giving effect to this offering and the applicationVought Acquisition, the non-guarantor subsidiaries of the Company generated 2.5% of the Company's net proceedssales. In addition, as described herein, approximately $479.3 million would have been available for borrowingof June 30, 2010, the non-guarantor subsidiaries of the Company held 6.2% of the Company's assets and 19.2% of the Company's liabilities.

The lenders under the Credit Agreement.Facilities will have the discretion to release the guarantors under the Credit Facilities in a variety of circumstances, which will cause those guarantors to be released from their guarantees of the notes.

        While any obligations under the Credit Facilities remain outstanding, a guarantee of the new notes may be released without action by, or consent of, any holder of the new notes or the trustee under the indenture, if the applicable guarantor is no longer a borrower or a guarantor of obligations under the Credit Facilities or any other indebtedness. See "Description of Certain Indebtedness.Notes." The lenders under the Credit Facilities will have the discretion to release certain guarantees under the Credit Facilities in a variety of circumstances. You will not have a claim as a creditor against any subsidiary that is no longer a guarantor of the new notes, and the indebtedness and other liabilities, including trade payables, whether secured or unsecured, of non-guarantor subsidiaries will effectively be senior to claims of holders of the new notes.

Fraudulent conveyance laws may permit courts to void the guarantors' guarantees of the new notes in specific circumstances, which would interfere with the payment under the guarantors' guarantees.

        Federal and state statutes may allow courts, under certain circumstances described generally below, to void the guarantors' guarantees of the new notes. If such avoidance occurs, the applicable guarantors would no longer be liable in respect of the new notes and holders of the new notes might be required to return payments received from our guarantors in the event of bankruptcy or other financial difficulty of such guarantors. Under United States federal bankruptcy law and comparable provisions of state fraudulent conveyance laws, a guarantee could be set aside if, among other things, a subsidiary guarantor, at the time it incurred the debt evidenced by its guarantee:

•

incurred the guarantee with the intent of hindering, delaying or defrauding current or future creditors; or



(d)•

received less than reasonably equivalent value or fair consideration for incurring the guarantee; and



•

was insolvent or was rendered insolvent by reason of the incurrence;



•

was engaged, or about to engage, in a business or transaction for which the assets remaining with it constituted unreasonably small capital to carry on such business; or



•

intended to incur, or believed that it would incur, debts beyond its ability to pay as those debts mature.




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The receivables securitization facility hastests for fraudulent conveyance, including the criteria for insolvency, will vary depending upon the law of the jurisdiction that is being applied. Generally, however, a purchasedebtor would be considered insolvent if:

•

the sum of the debtor's debts and liabilities, including contingent liabilities, was greater than the debtor's assets at fair valuation;



•

the present fair saleable value of the debtor's assets was less than the amount required to pay the probable liability on the debtor's total existing debts and liabilities, including contingent liabilities, as they became absolute and matured; or



•

it could not pay its debts as they became due.

        In addition, each guarantee will contain a provision intended to limit of $125.0 million. As of September 30, 2009,the guarantor's liability to the maximum amount availablethat it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent conveyance. This provision may not be effective to protect the guarantees from being voided under fraudulent conveyance laws, or may eliminate the guarantor's obligations or reduce the guarantor's obligations to an amount that effectively makes the guarantee worthless. At least one bankruptcy court has found this kind of provision to be ineffective to protect the guarantees. If a court voids a guarantee or holds it unenforceable, you will cease to be a creditor of the applicable subsidiary guarantor.

We may be unable to repurchase the new notes if we experience a change of control.

        If we were to experience a change of control, as that term is defined in the indenture governing the new notes, we will be required to offer to purchase all of the existing new notes at 101% of their principal amount plus accrued and unpaid interest to the repurchase date. Our failure to repay holders tendering new notes upon a change of control will result in an event of default under the receivables securitization facility was $104.5 million.



(e)

new notes. In certain circumstances, the Credit Facilities will prohibit repayment of the new notes without the consent of the required lenders thereunder, which consent we may not be able to obtain. In addition, the events that constitute a change of control, or an event of default, under the new notes may also require us to repay (or otherwise permit acceleration of) other indebtedness immediately. If a change of control were to occur, we cannot assure you that we would have sufficient funds to repay all such outstanding indebtedness or to purchase the new notes. We expect that we would require additional financing from third parties to fund any such purchases, and we cannot assure you that we would be able to obtain financing on satisfactory terms or at all.

Changes in our credit rating could adversely affect the market price or liquidity of the notes.

        Credit rating agencies continually revise their ratings for the companies that they follow, including us. The equipment leasing facility iscredit rating agencies also evaluate our industry as a 7-year Master Leasing Facilitywhole and may change their credit ratings for us based on their overall view of certain existing property and equipment. The equipment leasing facility bears interest at a weighted average fixed rateour industry. We cannot be sure that credit rating agencies will maintain their initial ratings on the new notes. A negative change in our ratings could have an adverse effect on the market price of 6.2% per annum.



(f)

The Convertible Notes are recorded at a discount and are being accreted to their face value of $179.1 million over the remainder of their outstanding term.

new notes.




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THE EXCHANGE OFFER


General

        We sold        In connection with the issuance of the old notes on NovemberJune 16, 2009 to the initial purchasers. The old notes were subsequently offered by the initial purchasers to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons pursuant to Regulation S under the Securities Act.

Purpose and Effect of the Exchange Offer

        The new notes to be issued in the exchange offer will be exchanged for our old notes due 2017 that we issued on November 16, 2009. On November 16, 2009, we issued $175.0 million of 8% senior notes due 2017. We issued the old notes in reliance upon an exemption from the registration requirements of the Securities Act. Concurrently, the initial purchasers of the old notes resold the old notes to investors believed to be "qualified institutional buyers" in reliance upon the exemption from registration provided by Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions in reliance upon the exemption provided by Rule 903 or 904 of Regulation S of the Securities Act. As part of each offering2010, we entered into a registration rights agreement. Pursuantagreement with the initial purchasers, which provides for the exchange offer. The exchange offer will permit eligible holders of notes to the registration rights agreement entered into as part of the offering ofexchange the old notes we agreed to:

•

file with the SEC and cause to become effective, a registration statement under the Securities Act with respect to the issuance offor the new notes that are identical in an exchange offer; and



•

use reasonable best efforts to complete the exchange offer by                        , 2010.

        We agreed to issue and exchange the new notes for all of the old notes validly tendered and not validly withdrawn prior to the expiration of this exchange offer. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part.

        For purposes of this exchange offer, the term "holder" means any person in whose name old notes are registered on the trustee's books or any other person who has obtained a properly completed bond power from the registered holder, or any person whose old notes are held of record by The Depository Trust Company, which we refer to as the "Depositary" or "DTC," who desires to deliver the old notes by book-entry transfer at DTC. The terms "exchange agent" and "trustee" refer to U.S. Bank National Association.

Terms of the Exchange Offer

        Subject to the terms and conditions of this exchange offer, we will issue $1,000 principal amount of new notes in exchange for each $1,000 principal amount of old notes properly surrendered pursuant to this exchange offer and not validly withdrawn prior to the expiration date. Old notes may be surrendered only in integral multiples of $1,000 and only in minimum denominations of $1,000. The form and terms of the new notes are the same as the form and terms ofmaterial respects with the old notes, except that:

•

the new notes will behave been registered under the Securities ActU.S. federal securities laws and will not bear legendsany legend restricting the transfer of their transfer;



•

the new notes bear a different CUSIP number from the old notes;



•

the new notes generally will not be subject to transfer restrictions and will not be entitled to registration rights; and



•

the holders of the new notes will not be entitled to any of theearn additional interest under circumstances relating to our registration rights of holders of old notesobligations under the registration rights agreement.

        The new notes will evidence the same indebtednessdebt as the old notes. Holders of new notes which they replace, and will be issued under, and be entitled to the benefits of the same indenture under which the old notes were issued. As a result, both series of notes will be treated as a single class of debt securities under the indenture.

        AsThe following summary of certain provisions of the date of this prospectus, $175.0 millionregistration rights agreement does not purport to be complete and is subject to, and is qualified in aggregate principal amount of the old notes is outstanding. All of the old notes are registered in the name of Cede & Co., as nominee for DTC.




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Solely for reasons of administration, we have fixed the close of business on                        , 2009 as the record date for this exchange offer for purposes of determining the personsits entirety by reference to, whom this prospectus and the accompanying letter of transmittal will be mailed initially. There will be no fixed record date for determining holders of the old notes entitled to participate in this exchange offer.

        In connection with this exchange offer, the laws of the State of New York, which govern the indenture and the old notes, do not give you any appraisal or dissenters' rights nor any other right to seek monetary damages in court. We intend to conduct this exchange offer in accordance withall the provisions of the registration rights agreement andagreement. You should refer to the applicable requirementsexhibits that are a part of the Exchange Act andregistration statement of which this prospectus is a part for a copy of the related SEC rules and regulations.registration rights agreement. See "Where You Can Find More Information."

General

        For all relevant purposes, we will be regarded as having accepted properly surrendered old notes if and when we give oral or written noticeWe are making the exchange offer to comply with our contractual obligations under the registration rights agreement. Except under limited circumstances, upon completion of the exchange offer, our acceptanceobligations with respect to the exchange agent. The exchange agent will act as agent for the surrendering holders of old notes for the purposes of receiving the new notes from us.

        If you surrender old notes in this exchange offer, you will not be required to pay brokerage commissions or fees. In addition, subject to the instructions in the letter of transmittal, you will not have to pay transfer taxes for the exchange of old notes. We will pay all charges and expenses, other than certain applicable taxes described under "—Other Fees and Expenses."

Conditions to the Exchange Offer; Waivers

        Notwithstanding any other term of this exchange offer, or any extension of this exchange offer, we do not have to accept for exchange, or exchange new notes for, any old notes, and we may terminate this exchange offer before acceptanceregistration of the old notes if:will terminate.

        We agreed, pursuant to the registration rights agreement, to:

•

any statute, rule or regulation has been enacted, or any action has been taken by any court or governmental authority that, in our judgment, seekscause to or would prohibit, restrict or otherwise render the consummation of thisbe filed within 180 days after June 16, 2010 an exchange offer illegal, might materially impair our ability to proceedregistration statement with this exchange offer or materially impair the contemplated benefits to us of this exchange offer; or



•

a change occurs in the current interpretations by the staff of the SEC, that, in our judgment, might materially impair our ability to proceed with this exchange offer.

        If we, in our sole discretion, determine that any of the above conditions is not satisfied, we may:

•

refuse to accept any old notes and return all surrendered old notes to the surrendering holders;



•

extend thisuse our reasonable best efforts to cause the exchange offer and retain all old notes surrendered prior to the expiration date, subject to the holders' right to withdraw the surrender of their old notes; or



•

waive any unsatisfied conditions regarding this exchange offer and accept all properly surrendered old notes that have not been withdrawn. If this waiver constitutes a material change to this exchange offer, we will promptly disclose the waiver by means of a prospectus supplement or post-effective amendment to the registration statement that includes this prospectus that will be distributed to the holders. We will also extend this exchange offer for a period of five to ten businessbecome effective as soon as practicable, but in no event later than 270 days depending upon the significance of the waiver and the manner of disclosure to the holders, if this exchange offer would otherwise expire during the five-to-ten business-day period.

Consequences to Holders of Old Notes Not Tendering in the Exchange Offer

        Participation in this exchange offer is voluntary. You are urged to consult your legal, financial and tax advisors in making your decisions on what action to take.




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        Old notes that are not exchanged will remain outstanding and continue to be "restricted securities" within the meaning of Rule 144(a)(3) of the Securities Act. Accordingly, they may not be offered, sold, pledged or otherwise transferred except:

•

to us;



•

under a registration statement that has been declared effective under the Securities Act;



•

to a person the seller reasonably believes is a qualified institutional buyer that is purchasing for its own account or for the account of another qualified institutional buyer;



•

through offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act;



•

to an institutional accredited investor (within the meaning of the Securities Act) that is not a qualified institutional buyer and that is purchasing for its own account or for the account of another institutional accredited investor, in each case in a minimum principal amount of notes of $250,000; or



•

under any other available exemption from the registration requirements of the Securities Act.

Expiration Date; Extensions; Amendments

        The "expiration date" is 5:00 p.m., New York City time on                        , 2009 unless we extend this exchange offer, in which case the expiration date is the latest date and time to which we extend this exchange offer.

        In order to extend this exchange offer, we will:

•

notify the exchange agent of any extension by oral or written notice;after June 16, 2010, and



•

issue a press releasehave the exchange offer registration statement remain effective for use by one or other public announcement that would include disclosuremore participating broker-dealers until the earlier of the approximate number of old notes deposited and that would be issued prior to 9:00 a.m., New York City time, on the next business day180 days after the previously scheduled expiration date.

        We reservedate the right:

•

to delay accepting any old notes;



•

to extend this exchange offer; to terminate or amend this exchange offer and not accept for exchange any old notes not previously accepted for exchange, upon the occurrence of any of the events set forth in "—Conditions of the Exchange Offer; Waivers" by giving oral or written notice to the exchange agent; or



•

to waive any conditions or otherwise amend this exchange offer in any respect, by giving oral or written notice to the exchange agent.

        Any delay in acceptance, extension, termination or amendment will be followed as soon as practicable by a press release or other public announcement or post-effective amendment to the registration statement.

        If this exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose that amendment by means of a prospectus supplement or post-effective amendment that will be distributed to the holders. We will also extend this exchange offer for a period of five to ten business days, depending upon the significance of the amendmentstatement becomes effective and the manner of disclosure to the holders, if this exchange offer would otherwise expire during the five to ten business day period.




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        We will have no obligation to publish, advertise or otherwise communicate any public announcement of any delay, extension, amendment (other than amendments constituting a material change to this exchange offer) or termination that we may choose to make, other than by making a timely release to an appropriate news agency.

Effect of Surrendering Old Notes

        By surrendering old notes pursuant to this exchange offer, you will be representing to us that, among other things:

•

you are acquiring the new notes in the ordinary course of your business;



•

you have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the new notes in violation of the provisions of the Securities Act;



•

you are not an "affiliate," (within the meaning of Rule 405 under the Securities Act), of the issuer, or if you are an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent practicable;



•

if you aredate on which a broker-dealer registered under the Exchange Act, you are participating in this exchange offer for your own account in exchange for old notes acquired as a result of market making activities or other trading activities and you willis no longer required to deliver a prospectus in connection with any resale of the new notes; and



•

we may rely upon these representations for purposes of this exchange offer.

        In addition, if you are a broker-dealer and you will receive new notes for your own account in exchange for old notes that were acquired as a result of market-making activities or other trading activities, you must acknowledgeactivities.

        We will commence the exchange offer promptly after the exchange offer registration statement is declared effective by the SEC. We will keep the exchange offer open for not less than 30 calendar days (or longer if required by applicable law) after the date notice of the exchange offer is mailed to the holders of the old notes.

        For each old note surrendered to us pursuant to the exchange offer, the holder of such old note will receive a new note having a principal amount equal to that of the surrendered old note. Old notes may be exchanged only in the letterminimum denominations of transmittal that you$2,000 and integral multiples of $1,000 in excess of $2,000. New notes will deliver a prospectusbe issued only in connection with any resaleminimum denominations of your new notes. See "Plan$2,000 and integral multiples of Distribution."

$1,000 in excess of $2,000. Interest on the New Notes

        Theeach new notesnote will accrue interest on the same terms as the old notes at the rate of 8% per year, payable semi-annually in arrears on May 15 and November 15 of each year, commencing May 15, 2010. Old notes accepted for exchange will not receive accrued interest thereon at the time of exchange. However, each registered note will bear interest from the most recentlast interest payment date toon which interest has beenwas paid on the old notes,note surrendered in exchange thereof or, if no interest has been paid on the old notes or the new notes, from November 16, 2009.

Resale of the New Notes

        We believe that you will be allowed to resell the new notes to the public without registration under the Securities Act and without delivering a prospectus that satisfies the requirements of Section 10 of the Securities Act, if you can make the representations set forth above under "—Effect of Surrendering Old Notes." However, if you intend to participate in a distribution of the new notes, you must comply with the registration requirements of the Securities Act and deliver a prospectus in connection with resales, unless an exemption from registration is otherwise available. In addition, you will be subject to additional restrictions if you are an "affiliate" of the issuer as defined under Rule 405 of the Securities Act. You will be required to represent to us in the letter of transmittal accompanying this prospectus that you meet these conditions exempting younote, from the registration requirements.

        Our belief that you will be allowed to resell the new notes without registration is based on SEC interpretations expressed in no-action letters to other issuers in exchange offers like ours. However, we have not asked the SEC to consider this particular exchange offer in the contextdate of a no-action letter.its original issue.




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Therefore, you cannot be certain that        In connection with the SEC's interpretations applicable to other exchange offers will apply to this exchange offer.

        Each broker-dealer that receives new notes for its own account in exchange forissuance of the old notes, where suchwe arranged for the old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes during the Exchange Offer Registration Period. See "Plan of Distribution."

Acceptance of Old Notes for Exchange; Delivery of New Notes

        On the settlement date, new notes to be issued in exchange forthe form of global notes through the facilities of DTC acting as depositary. The new notes will also be issued in the form of global notes registered in the name of DTC or its nominee and each beneficial owner's interest in it will be transferable in book-entry form through DTC.

        Holders of old notes do not have any appraisal or dissenters' rights in thisconnection with the exchange offer. Old notes which are not tendered for exchange or are tendered but not accepted in connection with the exchange offer if consummated, will remain outstanding and be delivered in book-entry form.entitled to the benefits of the indenture under which they were issued, including accrual of interest, but, subject to a limited exception, will not be entitled to any registration rights under the applicable registration rights agreement. See "—Consequences of Failure to Tender."

        We will be deemed to have accepted validly tendered old notes that have not been validly withdrawn as provided in this prospectus when and if we have given oral or written notice thereof to the exchange agent.agent of our acceptance. Subject to the terms and conditions of this exchange offer, delivery of new notes will be made by the exchange agent on the settlement date upon receipt of such notice. The exchange agent will act as agent for the tendering holders of the old notes for the purpose of receiving old notes and transmittingthe new notes as of the settlement date with respect to the old notes.from us. If any tendered old notes are not accepted for any reason set forthexchange because of an invalid tender, the occurrence of other events described in this prospectus or otherwise, we will return the terms and conditions of this exchange offer, thosecertificates for any unaccepted old notes, will be returned withoutat our expense, to the tendering holder as promptly as practicable after the expiration of the exchange offer.

        The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of the old notes in any jurisdiction in which the exchange offer or the acceptance of it would not be in compliance with the securities or blue sky laws of that jurisdiction.

Eligibility; Transferability

        We are making this exchange offer in reliance on interpretations of the staff of the SEC set forth in several no-action letters. However, we have not sought our own no-action letter. Based upon these interpretations, we believe that you, or any other person receiving new notes, may offer for resale, resell or otherwise transfer such new notes without complying with the registration and prospectus delivery requirements of the U.S. federal securities laws, if:

•

you are, or the person or entity receiving such new notes is, acquiring such new notes in the ordinary course of business;



•

you do not, nor does any such person or entity, have an arrangement or understanding with any person or entity to participate in any distribution of the new notes (within the meaning of the Securities Act);



•

you are not, nor is any such person or entity, our affiliate as such term is defined under Rule 405 under the Securities Act; and



•

you are not acting on behalf of any person or entity who could not truthfully make these statements.

        To participate in the exchange offer, you must represent as the holder of old notes that each of these statements is true.

        In addition, each broker-dealer registered under the Exchange Act must also (i) represent that it is participating in the exchange offer for its own account and is exchanging old notes acquired as a result of market-making activities or other trading activities, (ii) confirm that it has not entered into any arrangement or understanding with the Issuer or any affiliate of the Issuer to distribute the new notes and (iii) must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. The letter of transmittal states that by acknowledging that it will deliver, and by delivering, a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of




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the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resale of the new notes received in exchange for the old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the date the exchange offer registration statement becomes effective, we will amend or supplement this prospectus in order to expedite or facilitate the disposition of any new notes by such broker-dealers.

        Any holder of old notes who is our affiliate, who does not acquire the new notes in the ordinary course of business, who intends to participate in the exchange offer for the purpose of distributing the new notes or is a broker-dealer who purchased the old notes directly from us:

•

will not be able to rely on the interpretation of the staff of the SEC set forth in the no-action letters described above; and



•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the new notes, unless the sale or transfer is made pursuant to an exemption from those requirements.

Expiration of the Exchange Offer; Extensions; Amendments

        The exchange offer will expire at 5:00 p.m., New York City time, on                    , 2010, or the expiration date, unless we extend the exchange offer. To extend the exchange offer, we will notify the exchange agent and each registered holder of any extension before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. We reserve the right to extend the exchange offer, delay accepting any tendered old notes or, if any of the conditions described below under the heading "—Conditions" have not been satisfied, to terminate the exchange offer. We also reserve the right to amend the terms of the exchange offer in any manner. We will give oral or written notice of such delay, extension, termination or amendment to the exchange agent.

        If we amend the exchange offer in a manner that we consider material, we will disclose such amendment by means of a prospectus supplement, and we will extend the exchange offer so that at least five business days remain in the exchange offer following notice of the material change.

        If we determine to make a public announcement of any delay, extension, amendment or termination of thisthe exchange offer, we will do so by making a timely release through an appropriate news agency.

        If we delay accepting any old notes or terminate the exchange offer, we promptly will pay the consideration offered, or return any old notes deposited, pursuant to the exchange offer as required by Rule 14e-1(c) under the Exchange Act.

Conditions

        Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or issue any new notes for, any old notes, and may terminate or amend the exchange offer before the acceptance of the old notes, if:

•

we determine that the exchange offer violates any law, statute, rule, regulation or interpretation by the staff of the SEC or any order of any governmental agency or court of competent jurisdiction; or



•

any action or proceeding is instituted or threatened in any court or by or before any governmental agency relating to the exchange offer which, in our judgment, could reasonably be expected to impair our ability to proceed with the exchange offer.




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        The conditions listed above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any of these conditions. We may waive these conditions in our reasonable discretion in whole or in part at any time and from time to time prior to the expiration date. The failure by us at any time to exercise any of the above rights shall not be considered a waiver of such right, and such right shall be considered an ongoing right which may be asserted at any time and from time to time.

        In addition, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for those old notes, if at any time any stop order is threatened or issued with respect to the registration statement for the exchange offer and the new notes or the qualification of the indenture under the Trust Indenture Act of 1939. In any such event, we must use reasonable best efforts to obtain the withdrawal of any stop order as soon as practicable.

        In addition, we will not be obligated to accept for exchange the old notes of any holder that has not made to us the representations described under "—Eligibility; Transferability" and "Plan of Distribution."

Procedures for Tendering

        A holder of old notes who wishes to accept this exchange offer, and whose old notes are held by a custodial entity such as a bank, broker, dealer, trust company or other nominee, must instruct the custodial entity to tender and consent with respect to that holder's old notes on the holder's behalf pursuant to the procedures of the custodial entity.

        To tender in this exchange offer, a holder of old notes must either:

          (i)  complete, sign and date the letter of transmittal (or a facsimile thereof) in accordance with its instructions, including guaranteeing the signature(s) to the letter of transmittal, if required, and mail or otherwise deliver such letter of transmittal or such facsimile, together with the certificates representing the old notes specified therein, to the exchange agent at the address set forth in the letter of transmittal for receipt on or prior to the expiration date; or

         (ii)  comply with the DTC's Automated Tender Offer Program, or ATOP, procedures for book-entry transfer described below on or prior to the expiration date.

        The exchange agent and DTC have confirmed that the exchange offer is eligible for ATOP. The letter of transmittal (or facsimile thereof), with any required signature guarantees, or (in the case of book-entry transfer) an agent's message in lieu of the letter of transmittal, and any other required documents, must be transmitted to and received by the exchange agent on or prior to the expiration date of the exchange offer at one of its addresses set forth under "—Exchange Agent" in this prospectus or as set forth in the letter of transmittal. Old notes will not be deemed surrendered until the letter of transmittal and signature guarantees, if any, or agent's message, are received by the exchange agent.

        The method of delivery of old notes, the letter of transmittal, and all other required documents to the exchange agent is at the election and risk of the holder. Instead of delivery by mail, holders should use an overnight or hand delivery service, properly insured. In all cases, sufficient time should be allowed to assure delivery to and receipt by the exchange agent on or before the expiration date. Do not send the letter of transmittal or any old notes to anyone other than the exchange agent.




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        All new notes will be delivered only in book-entry form through DTC. Accordingly, if you anticipate tendering other than through DTC, you are urged to contact promptly a bank, broker or other intermediary (that has the capability to hold securities custodially through DTC) to arrange for receipt of any new notes to be delivered to you pursuant to the exchange offer and to obtain the




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information necessary to provide the required DTC participant with account information for the letter of transmittal.

Book-Entry Delivery Procedures for Tendering Old Notes Held with DTC

        If you wish to tender old notes held on your behalf by a custodial entity with DTC, you must:

          (i)  inform your custodial entity of your interest in tendering your old notes pursuant to the exchange offer; and

         (ii)  instruct your custodial entity to tender all old notes you wish to be tendered in the exchange offer into the exchange agent's account at DTC on or prior to the expiration date. Any financial institution that is a nominee in DTC, including Euroclear and Clearstream, must tender old notes by effecting a book-entry transfer of the old notes to be tendered in the exchange offer into the account of the exchange agent at DTC by electronically transmitting its acceptance of the exchange offer through the ATOP procedures for transfer. DTC will then verify the acceptance, execute a book-entry delivery to the exchange agent's account at DTC, and send an agent's message to the exchange agent. An "agent's message" is a message, transmitted by DTC to and received by the exchange agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgement from an organization that participates in DTC (a "participant") tendering old notes that the participant has received and agrees to be bound by the terms of the letter of transmittal and that we may enforce the agreement against the participant. A letter of transmittal need not accompany tenders effected through ATOP.

Proper Execution and Delivery of Letter of Transmittal

        Signatures on a letter of transmittal or notice of withdrawal described below (see "—Withdrawal of Tenders"), as the case may be, must be guaranteed by an eligible institution unless the old notes tendered pursuant to the letter of transmittal are tendered (i) by a holder who has not completed the box entitled "Special Delivery Instructions" or "Special Issuance and Payment Instructions" on the letter of transmittal or (ii) for the account of an eligible institution. If signatures on a letter of transmittal or notice of withdrawal are required to be guaranteed, such guarantee must be made by an eligible guarantor institution within the meaning of Rule 17Ad-15 under the Exchange Act.

        If the letter of transmittal is signed by the holder(s) of old notes tendered thereby, the signature(s) must correspond with the name(s) as written on the face of the old notes without alteration, enlargement or any change whatsoever. If any of the old notes tendered thereby are held by two or more holders, all such holders must sign the letter of transmittal. If any of the old notes tendered thereby are registered in different names on different old notes, it will be necessary to complete, sign and submit as many separate letters of transmittal, and any accompanying documents, as there are different registrations of certificates.

        If old notes that are not tendered for exchange pursuant to the exchange offer are to be returned to a person other than the holder thereof, certificates for such old notes must be endorsed or accompanied by an appropriate instrument of transfer, signed exactly as the name of the registered owner appears on the certificates, with the signatures on the certificates or instruments of transfer guaranteed by an eligible institution.

        If the letter of transmittal is signed by a person other than the holder of any old notes listed therein, such old notes must be properly endorsed or accompanied by a properly completed bond




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power, signed by such holder exactly as such holder's name appears on such old notes. If the letter of transmittal or any old notes, bond powers or other instruments of transfer are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived




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by us, evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.

        No alternative, conditional, irregular or contingent tenders will be accepted. By executing the letter of transmittal (or facsimile thereof), the tendering holders of old notes waive any right to receive any notice of the acceptance for exchange of their old notes. Tendering holders should indicate in the applicable box in the letter of transmittal the name and address to which payments and/or substitute certificates evidencing old notes for amounts not tendered or not exchanged are to be issued or sent, if different from the name and address of the person signing the letter of transmittal. If no such instructions are given, old notes not tendered or exchanged will be returned to such tendering holder.

        All questions as to the validity, form, eligibility (including time of receipt), and acceptance and withdrawal of tendered old notes will be determined by us in our absolute discretion, which determination will be final and binding. We reserve the absolute right to reject any and all tendered old notes determined by us not to be in proper form or not to be properly tendered or any tendered old notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive, in our absolute discretion, any defects, irregularities or conditions of tender as to particular old notes, whether or not waived in the case of other old notes. Our interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of old notes, neither we, the exchange agent nor any other person will be under any duty to give such notification or shall incur any liability for failure to give any such notification. Tenders of old notes will not be deemed to have been made until such defects or irregularities have been cured or waived.

        Any holder whose old notes have been mutilated, lost, stolen or destroyed will be responsible for obtaining replacement securities or for arranging for indemnification with the trustee of the old notes. Holders may contact the exchange agent for assistance with such matters.

Withdrawal of Tenders

        You may withdraw tenders of old notes at any time prior to the expiration date.

        For a withdrawal of a tender to be effective, a written or facsimile transmission notice of withdrawal must be received by the exchange agent prior to the deadline described above at its address set forth under "—Exchange Agent" in this prospectus. The withdrawal notice must:

•

specify the name of the person who tendered the old notes to be withdrawn;



•

must contain a description of the old notes to be withdrawn, the certificate numbers shown on the particular certificates evidencing such old notes and the aggregate principal amount represented by such old notes; and



•

must be signed by the holder of those old notes in the same manner as the original signature on the letter of transmittal, including any required signature guarantees, or be accompanied by evidence satisfactory to us that the person withdrawing the tender has succeeded to the beneficial ownership of the old notes. In addition, the notice of withdrawal must specify, in the case of old notes tendered by delivery of certificates for such old notes, the name of the registered holder, if different from that of the tendering holder or, in the case of old notes tendered by book-entry transfer, the name and number of the account at DTC to be credited




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with the withdrawn old notes. The signature on the notice of withdrawal must be guaranteed by an eligible institution unless the old notes have been tendered for the account of an eligible institution.