SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS | SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS The 2021 Notes, the 2022 Notes and the 2025 Notes are fully and unconditionally guaranteed on a joint and several basis by Guarantor Subsidiaries. The total assets, stockholders' equity, revenue, earnings and cash flows from operating activities of the Guarantor Subsidiaries exceeded a majority of the consolidated total of such items as of and for the periods reported. The only consolidated subsidiaries of the Company that are not guarantors of the 2021 Notes, the 2022 Notes and the 2025 Notes (the "Non-Guarantor Subsidiaries") are: (i) the receivables securitization special purpose entity, and (ii) the foreign operating subsidiaries. The following tables present condensed consolidating financial statements' including Triumph Group, Inc. (the "Parent"), the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries. Such financial statements include balance sheets as of March 31, 2019 and 2018 , statements of operations and comprehensive income for the fiscal years ended March 31, 2019, 2018, and 2017 , and statements of cash flows for the fiscal years ended March 31, 2019, 2018, and 2017 . SUMMARY CONDENSED CONSOLIDATING BALANCE SHEETS: March 31, 2019 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Current assets: Cash and cash equivalents $ 70,192 $ 429 $ 22,186 $ — $ 92,807 Trade and other receivables, net 10,150 123,153 240,287 — 373,590 Contract Assets — 322,698 3,969 — 326,667 Inventories — 339,038 74,522 — 413,560 Prepaid expenses and other 22,152 7,611 4,683 — 34,446 Total current assets 102,494 792,929 345,647 — 1,241,070 Property and equipment, net 11,276 449,489 82,945 — 543,710 Goodwill and other intangible assets, net — 912,279 101,900 — 1,014,179 Other, net 14,630 34,664 6,321 — 55,615 Intercompany investments and advances 1,112,100 230,437 88,697 (1,431,234 ) — Total assets $ 1,240,500 $ 2,419,798 $ 625,510 $ (1,431,234 ) $ 2,854,574 Current liabilities: Current portion of long-term debt $ 1,904 $ 6,297 $ — $ — $ 8,201 Accounts payable 6,571 396,542 30,670 — 433,783 Accrued expenses 58,301 445,542 29,448 — 533,291 Total current liabilities 66,776 848,381 60,118 — 975,275 Long-term debt, less current portion 1,469,543 11,077 — — 1,480,620 Intercompany debt 262,718 2,017,003 372,888 (2,652,609 ) — Accrued pension and other postretirement benefits, noncurrent 6,067 534,412 — — 540,479 Deferred income taxes and other 8,709 408,838 13,966 — 431,513 Total stockholders' equity (573,313 ) (1,399,913 ) 178,538 1,221,375 (573,313 ) Total liabilities and stockholders' equity $ 1,240,500 $ 2,419,798 $ 625,510 $ (1,431,234 ) $ 2,854,574 SUMMARY CONSOLIDATING BALANCE SHEETS: March 31, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Current assets: Cash and cash equivalents $ 44 $ — $ 35,775 $ — $ 35,819 Trade and other receivables, net 1,686 77,924 297,002 — 376,612 Contract assets — 37,573 — — 37,573 Inventories — 1,312,747 114,422 — 1,427,169 Prepaid and other 17,513 15,712 11,203 — 44,428 Assets held for sale — — 1,324 — 1,324 Total current assets 19,243 1,443,956 459,726 — 1,922,925 Property and equipment, net 11,984 594,437 119,582 — 726,003 Goodwill and other intangible assets, net — 973,954 126,555 — 1,100,509 Other, net 21,930 29,904 5,793 — 57,627 Intercompany investments and advances 1,987,599 81,542 73,184 (2,142,325 ) — Total assets $ 2,040,756 $ 3,123,793 $ 784,840 $ (2,142,325 ) $ 3,807,064 Current liabilities: Current portion of long-term debt $ 903 $ 15,624 $ — $ — $ 16,527 Accounts payable 12,088 356,236 50,043 — 418,367 Accrued expenses 46,679 467,674 42,752 — 557,105 Liabilities related to assets held for sale — — 440 — 440 Total current liabilities 59,670 839,534 93,235 — 992,439 Long-term debt, less current portion 1,380,867 40,890 — — 1,421,757 Intercompany debt 134,590 1,952,042 524,788 (2,611,420 ) — Accrued pension and other postretirement benefits, noncurrent 6,484 477,403 — — 483,887 Deferred income taxes and other 8,611 427,724 22,112 — 458,447 Total stockholders' equity 450,534 (613,800 ) 144,705 469,095 450,534 Total liabilities and stockholders' equity $ 2,040,756 $ 3,123,793 $ 784,840 $ (2,142,325 ) $ 3,807,064 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME: Fiscal year ended March 31, 2019 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Net sales $ — $ 3,076,976 $ 368,139 $ (80,185 ) $ 3,364,930 Operating costs and expenses: Cost of sales — 2,717,508 287,597 (80,185 ) 2,924,920 Selling, general and administrative 78,921 186,563 32,902 — 298,386 Depreciation and amortization 3,099 129,435 17,370 — 149,904 Restructuring 6,233 24,865 — — 31,098 Loss on divestitures 234,963 379 (41 ) — 235,301 323,216 3,058,750 337,828 (80,185 ) 3,639,609 Operating loss (323,216 ) 18,226 30,311 — (274,679 ) Intercompany interest and charges (154,100 ) 145,901 8,199 — — Non-service defined benefit income 264 (60,434 ) (1,935 ) — (62,105 ) Interest expense and other 102,338 17,854 (5,573 ) — 114,619 Loss from continuing operations, before income taxes (271,718 ) (85,095 ) 29,620 — (327,193 ) Income tax (benefit) expense (220 ) (8,920 ) 3,714 — (5,426 ) Net loss (271,498 ) (76,175 ) 25,906 — (321,767 ) Other comprehensive (loss) income (1,252 ) (128,639 ) 10,077 — (119,814 ) Total comprehensive loss $ (272,750 ) $ (204,814 ) $ 35,983 $ — $ (441,581 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME: Fiscal year ended March 31, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Net sales $ — $ 2,918,508 $ 360,286 $ (79,843 ) $ 3,198,951 Operating costs and expenses: Cost of sales — 2,395,961 291,438 (79,843 ) 2,607,556 Selling, general and administrative 102,733 158,203 31,694 — 292,630 Depreciation and amortization 1,851 139,688 16,829 — 158,368 Restructuring 19,269 15,423 5,377 — 40,069 Loss on divestitures 30,741 — — — 30,741 Impairment of intangible asset — 469,717 65,510 — 535,227 154,594 3,178,992 410,848 (79,843 ) 3,664,591 Operating (loss) income (154,594 ) (260,484 ) (50,562 ) — (465,640 ) Intercompany interest and charges (159,038 ) 150,772 8,266 — — Non-service defined benefit income (25,722 ) (74,990 ) (2,522 ) — (103,234 ) Interest expense and other 86,181 11,216 2,045 — 99,442 (Loss) income from continuing operations, before income taxes (56,015 ) (347,482 ) (58,351 ) — (461,848 ) Income tax (benefit) expense (17,619 ) (34,134 ) 15,296 — (36,457 ) Net income (loss) (38,396 ) (313,348 ) (73,647 ) — (425,391 ) Other comprehensive (loss) income (2,031 ) 1,810 28,529 — 28,308 Total comprehensive income (loss) $ (40,427 ) $ (311,538 ) $ (45,118 ) $ — $ (397,083 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS): Fiscal year ended March 31, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Net sales $ — $ 3,229,136 $ 379,960 $ (76,297 ) $ 3,532,799 Operating costs and expenses: Cost of sales — 2,545,419 305,327 (76,297 ) 2,774,449 Selling, general and administrative 66,822 186,259 31,920 — 285,001 Depreciation and amortization 1,461 158,757 16,728 — 176,946 Loss on divestiture 19,124 — — — 19,124 Restructuring charge 22,196 19,076 905 — 42,177 Impairment charge of intangible asset — 266,298 — — 266,298 109,603 3,175,809 354,880 (76,297 ) 3,563,995 Operating (loss) income (109,603 ) 53,327 25,080 — (31,196 ) Intercompany interest and charges (183,115 ) 174,240 8,875 — — Non-service defined benefit income — (86,603 ) (1,482 ) — (88,085 ) Interest expense and other 75,483 11,689 (6,671 ) — 80,501 Income (loss) from continuing operations, before income taxes (1,971 ) (45,999 ) 24,358 — (23,612 ) Income tax expense (benefit) 23,729 (8,962 ) 4,573 — 19,340 Net income (loss) (25,700 ) (37,037 ) 19,785 — (42,952 ) Other comprehensive loss 5,073 (25,693 ) (28,396 ) — (49,016 ) Total comprehensive income (loss) $ (20,627 ) $ (62,730 ) $ (8,611 ) $ — $ (91,968 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS: Fiscal year ended March 31, 2019 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Net (loss) income $ (271,498 ) $ (76,175 ) $ 25,906 $ — $ (321,767 ) Adjustments to reconcile net (loss) income to net cash provided by operating activities 8,189 (117,699 ) 38,274 218,583 147,347 Net cash (used in) provided by operating activities (263,309 ) (193,874 ) 64,180 218,583 (174,420 ) Capital expenditures (784 ) (40,965 ) (5,350 ) — (47,099 ) Proceeds from sale of assets and businesses — 178,662 68,985 — 247,647 Net cash (used in) provided by investing activities (784 ) 137,697 63,635 — 200,548 Net decrease in revolving credit facility 102,113 — — — 102,113 Proceeds on issuance of debt — — 54,600 — 54,600 Retirements and repayments of debt (1,380 ) (30,345 ) (81,700 ) — (113,425 ) Payments of deferred financing costs (1,982 ) — — — (1,982 ) Dividends paid (7,971 ) — — — (7,971 ) Repurchase of restricted shares for minimum tax obligation (860 ) — — — (860 ) Intercompany financing and advances 244,321 86,951 (112,689 ) (218,583 ) — Net cash used in financing activities 334,241 56,606 (139,789 ) (218,583 ) 32,475 Effect of exchange rate changes on cash and cash equivalents — — (1,615 ) — (1,615 ) Net change in cash and cash equivalents 70,148 429 (13,589 ) — 56,988 Cash and cash equivalents at beginning of year 44 — 35,775 — 35,819 Cash and cash equivalents at end of year $ 70,192 $ 429 $ 22,186 $ — $ 92,807 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS: Fiscal year ended March 31, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Net income (loss) $ (38,396 ) $ (313,348 ) $ (73,647 ) $ — $ (425,391 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities (25,181 ) 93,849 65,048 2,781 136,497 Net cash provided by operating activities (63,577 ) (219,499 ) (8,599 ) 2,781 (288,894 ) Capital expenditures (4,179 ) (32,445 ) (5,426 ) — (42,050 ) Proceeds from sale of assets and businesses — 82,445 637 — 83,082 Cash used for businesses and intangible assets acquired — — (2,818 ) — (2,818 ) Net cash used in investing activities (4,179 ) 50,000 (7,607 ) — 38,214 Net increase in revolving credit facility 82,888 — — — 82,888 Proceeds on issuance of debt 500,000 743 43,500 — 544,243 Retirements and repayments of debt (314,999 ) (23,774 ) (48,600 ) — (387,373 ) Payments of deferred financing costs (17,729 ) — — — (17,729 ) Dividends paid (7,943 ) — — — (7,943 ) Repurchase of restricted shares for minimum tax obligation (483 ) — — — (483 ) Intercompany financing and advances (193,876 ) 168,393 28,264 (2,781 ) — Net cash used in financing activities 47,858 145,362 23,164 (2,781 ) 213,603 Effect of exchange rate changes on cash and cash equivalents — — 3,263 — 3,263 Net change in cash and cash equivalents (19,898 ) (24,137 ) 10,221 — (33,814 ) Cash and cash equivalents at beginning of year 19,942 24,137 25,554 — 69,633 Cash and cash equivalents at end of year $ 44 $ — $ 35,775 $ — $ 35,819 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS: Fiscal year ended March 31, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Net (loss) income $ (25,700 ) $ (37,037 ) $ 19,785 $ — $ (42,952 ) Adjustments to reconcile net (loss) income to net cash provided by operating activities 36,295 260,469 12,443 15,267 324,474 Net cash provided by (used in) operating activities 10,595 223,432 32,228 15,267 281,522 Capital expenditures (2,281 ) (37,436 ) (12,115 ) — (51,832 ) Proceeds from sale of assets and businesses 45,288 23,316 17,583 — 86,187 Cash used for businesses and intangible assets acquired — 9 — — 9 Net cash used in investing activities 43,007 (14,111 ) 5,468 — 34,364 Net increase in revolving credit facility (110,000 ) — — — (110,000 ) Proceeds on issuance of debt — — 24,400 — 24,400 Retirements and repayments of debt (28,473 ) (12,871 ) (102,800 ) — (144,144 ) Payments of deferred financing costs (14,034 ) — — — (14,034 ) Dividends paid (7,927 ) — — — (7,927 ) Repayment of governmental grant — (14,570 ) — — (14,570 ) Repurchase of restricted shares for minimum tax obligation (182 ) — — — (182 ) Intercompany financing and advances 125,412 (157,944 ) 47,799 (15,267 ) — Net cash used in financing activities (35,204 ) (185,385 ) (30,601 ) (15,267 ) (266,457 ) Effect of exchange rate changes on cash and cash equivalents — — (780 ) — (780 ) Net change in cash and cash equivalents 18,398 23,936 6,315 — 48,649 Cash and cash equivalents at beginning of year 1,544 201 19,239 — 20,984 Cash and cash equivalents at end of year $ 19,942 $ 24,137 $ 25,554 $ — $ 69,633 |