Exhibit 22.1
The following subsidiaries of Triumph Group, Inc. are Subsidiary Guarantors with respect to the Senior Notes:
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Guarantor |
Jurisdiction |
HT PARTS, L.L.C. |
Delaware |
NU-TECH BRANDS, INC. |
Delaware |
THE TRIUMPH GROUP OPERATIONS, INC. |
Delaware |
TRIUMPH ACCESSORY SERVICES - GRAND PRAIRIE, INC. |
Delaware |
TRIUMPH ACTUATION SYSTEMS - CONNECTICUT, LLC |
Delaware |
TRIUMPH ACTUATION SYSTEMS - VALENCIA, INC. |
Delaware |
TRIUMPH ACTUATION SYSTEMS - YAKIMA, LLC |
Delaware |
TRIUMPH ACTUATION SYSTEMS, LLC |
Delaware |
TRIUMPH AEROSPACE SYSTEMS GROUP, LLC |
Delaware |
TRIUMPH AEROSTRUCTURES - TULSA, LLC |
Delaware |
TRIUMPH AEROSTRUCTURES HOLDINGS, LLC |
Delaware |
TRIUMPH AEROSTRUCTURES, LLC |
Delaware |
TRIUMPH AEROSTUCTURES REAL ESTATE INVESTMENT CO., LLC |
Delaware |
TRIUMPH AFTERMARKET SERVICES GROUP, LLC |
Delaware |
TRIUMPH AIRBORNE STRUCTURES, LLC |
Arkansas |
TRIUMPH AVIATIONS INC. |
Arkansas |
TRIUMPH BRANDS, INC. |
Delaware |
TRIUMPH COMPOSITE SYSTEMS, INC. |
Delaware |
TRIUMPH CONTROLS, LLC |
Delaware |
TRIUMPH ENGINE CONTROL HOLDINGS, INC. |
Delaware |
TRIUMPH ENGINE CONTROL SYSTEMS, LLC |
Delaware |
TRIUMPH ENGINEERED SOLUTIONS, INC. |
Delaware |
TRIUMPH ENGINEERING SERVICES, INC. |
Delaware |
TRIUMPH FABRICATIONS - ORANGEBURG, INC. |
Illinois |
TRIUMPH GEAR SYSTEMS - MACOMB, INC. |
Michigan |
TRIUMPH GEAR SYSTEMS, INC. |
Delaware |
TRIUMPH GROUP ACQUISITION CORP. |
Delaware |
TRIUMPH GROUP ACQUISITION HOLDINGS, INC. |
Delaware |
TRIUMPH INSTRUMENTS – BURBANK, INC. |
Delaware |
TRIUMPH INSULATION SYSTEMS, LLC |
Nevada |
TRIUMPH INTEGRATED AIRCRAFT INTERIORS, INC. |
Delaware |
TRIUMPH INVESTMENT HOLDINGS, INC. |
Nevada |
TRIUMPH STRUCTURES - KANSAS CITY, INC. |
Missouri |
TRIUMPH STRUCTURES - WICHITA, INC. |
Delaware |
TRIUMPH THERMAL SYSTEMS - MARYLAND, INC. |
Delaware |
TRIUMPH THERMAL SYSTEMS, LLC |
Delaware |
TRIUMPH TURBINE SERVICES, INC. |
Delaware |
VAC INDUSTRIES, INC. |
Delaware |
Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
I, Daniel J. Crowley, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Triumph Group, Inc. (this "Report");
2.Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
3.Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this Report based on such evaluation; and
d)disclosed in this Report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated: August 4, 2021
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/s/ Daniel J. Crowley |
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Daniel J. Crowley Chairman, President and Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
I, James F. McCabe, Jr., certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Triumph Group, Inc. (this "Report");
2.Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
3.Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this Report based on such evaluation; and
d)disclosed in this Report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated: August 4, 2021
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/s/ James F. McCabe, Jr. |
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James F. McCabe, Jr. Senior Vice President, Chief Financial Officer (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Triumph Group, Inc. (the "Company") for the quarter ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Daniel J. Crowley, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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By: |
/s/ Daniel J. Crowley |
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Daniel J. Crowley President and Chief Executive Officer (Principal Executive Officer) |
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August 4, 2021 |
________________________________________________________________________________________________________________________
A signed original of this written statement required by Section 906 has been provided to Triumph Group, Inc. and will be retained by Triumph Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Triumph Group, Inc. (the "Company") for the quarter ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James F. McCabe, Jr., Senior Vice President, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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By: |
/s/ James F. McCabe, Jr. |
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James F. McCabe, Jr. Senior Vice President, Chief Financial Officer (Principal Financial Officer) |
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August 4, 2021 |
________________________________________________________________________________________________________________________
A signed original of this written statement required by Section 906 has been provided to Triumph Group, Inc. and will be retained by Triumph Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
