8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  April 14, 2005

TRIUMPH GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-12235	51-0347963
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
1550 Liberty Ridge Drive, Suite 100, Wayne, Pennsylvania		19087
(Address of principal executive offices)		(Zip Code)

(610) 251-1000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02                Results of Operations and Financial Condition.

On April 14, 2005, Triumph Group, Inc. issued a press release that provided an update on fourth quarter fiscal 2005 and a preliminary outlook for fiscal 2006 and conducted a conference call to further discuss the financial outlook.  The full text of the press release is furnished as Exhibit 99.1 to this Current Report.

On the conference call, in addition to reviewing the information contained in the press release, the executive officers also discussed the following financial information:

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(in thousands, except per share data)

Incremental Costs Disclosure

The incremental IGT costs in the quarter consisted of an operating loss of $1.4 million, inventory write-downs and other related charges on the remaining assets of the Other segment of $2.1 million and restructuring activity and relocating assets cost of $0.3 million.  Also incurred during the fourth quarter were $1.3 million of litigation costs related to the claims from Eaton Corporation and $0.7 million of excess expense from first year, non-recurring expenses associated with Sarbanes-Oxley compliance not expected to be repeated next year.  These costs total approximately $5.8 million, or $4.2 million or $0.26 per share after tax.

Management believes that disclosure of these incremental costs and the per share impact is important to understanding the ongoing operating performance of the Company.

The following calculation is provided for the incremental costs identified above.

	Three Months Ended March 31,
	2005
	($ in millions, except per share data)
Impact of incremental IGT and other costs on 4th quarter
Operating loss incurred in 4th quarter	$	1.4
Inventory write-downs and other related charges on remaining assets of Other segment	2.1
Restructuring activity and relocating assets	0.3
Subtotal IGT incremental cost	3.8
Litigation expense	1.3
First year, non-recurring expenses associated with Sarbanes-Oxley compliance	0.7
Total incremental costs incurred in 4th quarter (pre-tax)	$	5.8
Total incremental costs incurred in 4th quarter (after-tax)	$	4.2
Weighted average shares outstanding - diluted (thousands)	16,016
Per share impact of incremental costs incurred in 4th quarter	$	0.26

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The information in this Item 2.02 of this Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01Financial Statements and Exhibits.

(c)Exhibits.

Number	Description of Document
99.1	Press Release dated April 14, 2005

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  April 20, 2005		TRIUMPH GROUP, INC.
	By:	/s/ John B. Wright, II
		John B. Wright, II
		Vice President, General Counsel   and Secretary

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TRIUMPH GROUP, INC.

CURRENT REPORT ON FORM 8-K

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated April 14, 2005

5

EX-99.1

Exhibit 99.1

 Triumph Group, Inc.

NEWS RELEASE

Contact:

John Bartholdson

Senior Vice President,

Chief Financial Officer

Phone (610) 251-1000

jbartholdson@triumphgroup.com

TRIUMPH PROVIDES FOURTH
QUARTER FISCAL 2005 AND FISCAL 2006 OUTLOOK

Wayne, PA – April 14, 2005 – Triumph Group, Inc. (NYSE: TGI) today provided an update on fourth quarter fiscal 2005 and a preliminary outlook for fiscal 2006.

At the end of the fourth quarter fiscal 2005, the company completed the previously announced sale of the assets related to its industrial gas turbine (“IGT”) business for net book value and finalized the sale of its discontinued operations, generating $9.8 million of cash in the quarter and bringing the total cash generated from both transactions to $26 million.  In order to fulfill unfinished orders and to provide customers with a seamless transition, the company had to operate the IGT business up to the completion of the sale at the end of March, resulting in a loss for the quarter.  In addition, the quarter’s results were adversely impacted by unexpected IGT restructuring charges and related inventory write downs, legal expenses related to the previously announced trade secret litigation and regulatory expenses associated with Sarbanes-Oxley compliance.  The company expects that these charges will impact the diluted earnings per share by approximately 26 cents per share and cause fourth quarter results to be lower than Wall Street analysts’ estimates.

Richard C. Ill, Triumph’s President and Chief Executive Officer, said, “While our actions related to exiting the IGT business and selling our non-core assets had an unexpected adverse impact on operating results in the short term, we are positioned to execute our growth strategy for our aerospace business.  Capitalizing on the continued strengthening of the commercial and military markets and benefiting from the increased volume related to recent new business wins will provide the foundation for profitable growth in fiscal 2006 and beyond.”

The company has recently received several important new contract awards including:

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

-More-

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

Regarding the outlook for the upcoming year, Mr. Ill stated, “The continued improvement of our aerospace business along with our recent awards should produce sales in the range of $700 to $750 million and earnings per share for the year of $1.75 to $2.00, with quarterly results sequentially improving during the year.”

As previously announced, Triumph will hold a conference call today at 9:00 a.m. (EDT) to discuss this announcement.  The conference call will be available live and archived on the company’s website at http://www.triumphgroup.com.  In addition, an audio replay will be available from April 14 until April 21 by calling (888) 266-2081 (Domestic) or (703) 925-2533 (International), passcode # 687078.

Triumph will release its fourth quarter and year end results for fiscal 2005 in a press release on Friday, May 6, 2005 before the market opens and will hold a conference call to discuss results on Friday, May 6, 2005 at 10:00 a.m. (EDT).

Triumph Group, Inc., headquartered in Wayne, Pennsylvania, designs, engineers, manufactures, repairs and overhauls aircraft components and accessories.  The company serves a broad, worldwide spectrum of the aviation industry, including original equipment manufacturers of aircraft and aircraft components as well as commercial, military and air cargo customers.

More information about Triumph can be found on the Internet at http://www.triumphgroup.com.

Statements in this release which are not historical facts are forward-looking statements under the provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to expectations of the final amount of the fourth-quarter charges described in this release and their impact on earnings, the company’s positioning for future growth, expectations of growth in the aerospace industry, estimates of the value of recent contract awards, and expectations for sales, earnings per share and sequential growth in fiscal 2006.  All forward-looking statements involve risks and uncertainties which could affect the company’s actual results and could cause its actual results to differ materially from those expressed in any forward looking statements made by, or on behalf of, the company.  Further information regarding the important factors that could cause actual results to differ from projected results can be found in Triumph’s reports filed with the SEC, including our Annual Report on Form 10-K for the year ended March 31, 2004.