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):  May 6, 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 May 6, 2005, Triumph Group, Inc. issued a press release announcing its financial results for the fiscal quarter and year ended March 31, 2005 and conducted a conference call to further discuss the financial results.  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:

•For the Aerospace Systems segment, EBITDA was $20.1 million for the quarter ended March 31, 2005 with a 15% EBITDA margin.  For the fiscal year ended March 31, 2005, EBITDA was $73.7 million with an EBITDA margin of 15%. (See Schedule “Non-GAAP Financial Measure Disclosure.”)

•For the Aftermarket Services segment, EBITDA was $3.6 million for the quarter ended March 31, 2005 with a 8% EBITDA margin.  For the fiscal year ended March 31, 2005, EBITDA was $16.1 million with an EBITDA margin of 9%.  (See Schedule “Non-GAAP Financial Measure Disclosure.”)

•For the Other segment, EBITDA was a loss of $3.9 million for the quarter ended March 31, 2005.  For the fiscal year ended March 31, 2005, EBITDA was a loss of $12.7 million.  (See Schedule “Non-GAAP Financial Measure Disclosure.”)

•For the fiscal year ended March 31, 2005, sales mix was as follows: commercial was 44% (compared to 43% in the prior full fiscal year), military was 34% (compared to 33% in the prior full fiscal year), regional jets were 6% (compared to 6% in the prior full fiscal year), business jets were 8% (compared to 8% in the prior full fiscal year) and other was 8% (compared to 10% in the prior full fiscal year).

•For the fiscal year ended March 31, 2005, OEM sales represented 59% (compared to 58% in the prior full fiscal year), Aftermarket was 33% (compared to 32% in the prior full fiscal year), and Other was 8% (compared to 10% in the prior fill fiscal year).

•Same store sales for the fiscal year ended March 31, 2005 increased 6% over the prior  year.  Aerospace Systems same store sales for the fiscal year ended March 31, 2005 was $421.2 million, an increase of 8% over the prior fiscal year. Aftermarket Services same store sales for the fiscal year ended March 31, 2005 was $173.0 million, an increase of 17% over the prior fiscal year.  Same store sales for the quarter ended March 31, 2005 increased 3% over the comparable quarter in the prior fiscal year.

•In total sales, export sales for the quarter ended March 31, 2005 were $42.0 million, a decrease of 4% in the previous year quarter ended March 31, 2004.  Full fiscal year export sales were $157.7 million for the fiscal year ended March 31, 2005,  an increase of 16% from the previous year.

•Backlog at March 31, 2005 was $598 million, up from $520 million at March 31, 2004 and up from $486 million at March 31, 2003.  The top ten programs represented in the backlog were the 777, 737NG, A320, V-22, 747, C-17, E-2C, CH-47, F-18 and F-15 programs, respectively.

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•Boeing commercial, military and space accounted for 21.2% of net sales for the fiscal year ended March 31, 2005 and is the only customer that accounts for more than 10% of net sales.  Airbus represent 4% of net sales for the  fiscal year ended March 31, 2005.

•Net debt at March 31, 2005 was $153.0 million, as compared to $218.8 million at March 31, 2004. Net debt to capital was 23% at March 31, 2005.

•The effective tax rate for continuing operations for the quarter ended March 31, 2005 was 22%.  The effective tax rate for fiscal year 2006 is estimated to be between 31 and 33%.

•Research and development expense was $2.7 million for the quarter ended March 31, 2005, up 20% from the prior year period, and was $8.3 million for  the fiscal year ended March 31, 2005, up 12% from the prior fiscal year.

•Net cash provided by operating activities was $64.3 million for the year ended March 31, 2005.

Non-GAAP Financial Measure Disclosures Schedule

Management believes that Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA") provides investors  with an important perspective on the current underlying performance of the business by identifying non-cash expenses, interest and taxes included in income from continuing operations.

The following definition is provided for the non-GAAP financial measure identified above, together with a reconciliation of such non-GAAP financial measure to the most directly comparable financial measure calculated and presented in accordance with GAAP.

	Three Months Ended March 31, 2005
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):	Total				Segment Data
Income from Continuing Operations	$		4,870
Add-back:
Income Tax Expense	50
Interest Expense and Other	3,369				Aerospace Systems			Aftermarket Services			Other			Corporate / Eliminations
Operating Income (Expense)	$		8,289		$	14,604		$	1,494		($4,200		)	($3,609	)
Depreciation and Amortization	7,918				5,452			2,132			297			37
Earnings (Losses) before Interest, Taxes, Depreciation and Amortization ("EBITDA")	$		16,207		$	20,056		$	3,626		($3,903		)	($3,572	)
Net Sales	$	181,874			$	132,734		$	45,904		$	4,969		($1,733	)
EBITDA Margin	8.9			%	15.1		%	7.9		%	-78.5		%	n/a
	Twelve Months Ended March 31, 2005
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):	Total				Segment Data
Income from Continuing Operations	$		15,809
Add-back:
Income Tax Expense	4,596
Interest Expense and Other	13,025				Aerospace Systems			Aftermarket Services			Other			Corporate / Eliminations
Operating Income (Expense)	$		33,430		$	54,046		$	7,627		($14,989		)	($13,254	)
Depreciation and Amortization	30,528				19,681			8,426			2,276			145
Earnings (Losses) before Interest, Taxes, Depreciation and Amortization ("EBITDA")	$		63,958		$	73,727		$	16,053		($12,713		)	($13,109	)
Net Sales	$	688,485			$	495,425		$	172,958		$	26,560		($6,458	)
EBITDA Margin	9.3			%	14.9		%	9.3		%	-47.9		%	n/a

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 9.01                Financial Statements and Exhibits.

(c)Exhibits.

Number	Description of Document
99.1	Press Release dated May 6, 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: May 10, 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 May 6, 2005

5

EX-99.1

Exhibit 99.1

NEWS RELEASE

Contact:

John Bartholdson

Senior Vice President,

Chief Financial Officer

Phone (610) 251-1000

jbartholdson@triumphgroup.com

TRIUMPH GROUP REPORTS FOURTH

QUARTER AND YEAR END FISCAL 2005 RESULTS

•Fiscal year 2005 net sales increased 13% to $688.5 million

•Cash flow from operations increased 41% to $64.3 million

•Year-end backlog increased 17% to $598.0 million

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

Wayne, PA – May 6, 2005 – Triumph Group, Inc. (NYSE: TGI) reported today that net sales from continuing operations for the fourth quarter of fiscal 2005 totaled $181.9 million, a three percent increase from last year’s fourth quarter net sales of $175.8 million.  For the fiscal year 2005, net sales from continuing operations increased to $688.5 million compared to $608.3 million for fiscal 2004, representing a thirteen percent year over year increase.  Cash flow from operating activities for the 2005 fiscal year was $64.3 million, compared to $45.6 million realized in fiscal 2004, a forty-one percent increase.

“Overall, the fourth quarter operating results from our core businesses were solid,” stated Richard C. Ill, Triumph’s President and Chief Executive Officer.  “During fiscal 2005, revenue continued to grow across our aerospace businesses.  In addition, we executed on our plan to focus on our core aviation companies by completing the divestiture of our Metals Operations and the exit from the Industrial Gas Turbine business.  A combination of cash flow from operating activities and proceeds from divestitures reduced debt by $68 million.  While the divestiture and restructuring activities had an adverse impact on operating results in the short-term, we are confident that our focused business model and strong balance sheet will position us for long-term growth.”

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With significant charges and costs associated with the restructuring steps taken to exit the Industrial Gas Turbine (“IGT”) business, legal expenses related to the previously announced trade secret litigation and first year, non-recurring Sarbanes-Oxley expenses, the company reported income from continuing operations for the fourth quarter of fiscal 2005 of $4.9 million, or $0.30 per diluted common share, compared to $1.2 million, or $0.08 per diluted common share, for the same period last year.  For the fiscal year 2005, the company reported income from continuing operations of $15.8 million, or $0.99 per diluted common share, as compared to $19.4 million, or $1.22 per diluted common share, for fiscal 2004.  Net income for fiscal 2005 was $11.4 million, or $0.72 per diluted common share, versus $18.2 million, or $1.14 per diluted common share, for the prior year. The following table quantifies the operating losses of the Other segment and significant charges and costs incurred in the fourth quarter and for the fiscal year 2005.

	March 31, 2005
	Quarter Ended		Year Ended
	($ in thousands, except per share data)
Other segment results, primarily IGT related
Restructuring and impairment costs	$	571	$	3,069
Inventory adjustments reported in Cost of Goods Sold	1,751		2,035
Operating losses, less restructuring, impairment & inventory charges	1,878		9,885
Other segment operating losses	4,200		14,989
Trade secret litigation expenses	1,212		2,820
First year, non-recurring Sarbanes-Oxley expenses	705		1,800
Total, pre-tax	$	6,117	$	19,609
Total, after-tax	$	3,975	$	12,746
Per share impact of significant charges and costs	$	0.25	$	0.80

In the fourth quarter of fiscal 2005, the Aerospace Systems segment’s net sales increased six percent to $132.7 million versus $125.0 million for the prior year period.  For the full year, the segment’s net sales increased eighteen percent to $495.4 million from $418.6 million for fiscal 2004.  Operating income was $14.6 million in the fourth quarter and $54.0 million for the full fiscal year 2005, a three percent increase.  The three percent increase in operating income was after $2.8 million of legal expenses associated with the trade secret litigation.

The Aftermarket Services segment reported net sales for the fourth quarter of $45.9 million, an increase of seven percent over fourth quarter fiscal 2004 net sales of $42.9 million.  Net sales for the fiscal year increased seventeen percent to $173.0 million from $147.5 million for fiscal 2004.  Operating income for the fourth quarter was $1.5 million

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and $7.6 million for the full fiscal year 2005.  Core growth in repair product and overhaul service companies was offset by $3.9 million of operating losses incurred by the aerospace related castings operation during the year.

In the Other segment, which primarily consisted of activities related to the IGT markets, net sales decreased to $26.6 million for the year as the company completed its divestiture of its IGT assets.  The segment incurred an operating loss of $4.2 million in the fourth quarter of fiscal 2005 and an operating loss of $15.0 million for the full year.

Commenting on the outlook for fiscal 2006, Mr. Ill said, “As we enter fiscal year 2006, we are better positioned for opportunities created by the continuing recovery of our aviation markets and are optimistic about our future growth.  For fiscal year 2006, we continue to project 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 improving sequentially.”

As previously announced, Triumph will hold a conference call today at 10:00 a.m. (EDT) to discuss the fiscal 2005 fourth quarter and year-end results.  The conference call will be available live and archived on the company’s website at http://www.triumphgroup.com.  A slide presentation will be included with the audio portion of the webcast.  An audio replay will be available from May 6^th until May 13^th by calling (888) 266-2081 (Domestic) or (703) 925-2533 (International), passcode # 692774.

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 the company’s positioning for growth, expectations of continued recovery in the aviation markets, and projections of sales, earnings per share and sequential earnings per share growth. 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.

FINANCIAL DATA (UNAUDITED) ON FOLLOWING 4 PAGES

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(in thousands, except per share data)

CONDENSED STATEMENTS OF INCOME

	Three Months Ended					Twelve Months Ended
	March 31,					March 31,
	2005		2004			2005			2004
Net Sales	$	181,874	$	175,755		$	688,485		$	608,315
Operating Income	8,289		2,967			33,430			36,613
Interest Expense and Other	3,369		3,269			13,025			12,212
Income Tax Expense (Benefit)	50		(1,522		)	4,596			4,991
Income from Continuing Operations	4,870		1,220			15,809			19,410
Income (Loss) from Discontinued Operations	168		(23		)	(4,381		)	(1,188		)
Net Income	$	5,038	$	1,197		$	11,428		$	18,222
Earnings Per Share - Basic:
Income from Continuing Operations	$	0.31	$	0.08		$	1.00		$	1.23
Income (Loss) from Discontinued Operations	$	0.01	$	(0.00	)	$	(0.28	)	$	(0.07	)
Net Income	$	0.32	$	0.08		$	0.72		$	1.15	*
Weighted average common shares outstanding - Basic	15,898		15,858			15,877			15,842
Earnings Per Share - Diluted:
Income from Continuing Operations	$	0.30	$	0.08		$	0.99		$	1.22
Income (Loss) from Discontinued Operations	$	0.01	$	(0.00	)	$	(0.27	)	$	(0.07	)
Net Income	$	0.31	$	0.08		$	0.72		$	1.14	*
Weighted average common shares outstanding - Diluted	16,016		15,955			15,971			15,918

*  Difference due to rounding.

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FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands, except per share data)

BALANCE SHEET

	March 31,			March 31,
	2005			2004
Assets
Cash	$	4,844		$	6,766
Accounts Receivable, net	127,942			122,273
Inventory	217,234			203,593
Assets held for sale	0			33,579
Income Tax Refund Receivable	0			8,829
Deferred Income Taxes	5,422			0
Prepaid Expenses and Other	3,887			3,801
Current Assets	359,329			378,841
Property and Equipment, net	234,123			246,501
Goodwill	273,476			267,621
Intangible Assets, net	56,227			27,514
Other	14,560			14,078
Total Assets	$	937,715		$	934,555
Liabilities & Stockholders’ Equity
Accounts Payable	$	65,211		$	55,259
Accrued Expenses	74,917			49,771
Liabilities related to assets held for sale	0			8,809
Income Taxes Payable	2,922			1,533
Deferred Income Taxes	0			1,444
Current Portion of Long-Term Debt	1,740			4,884
Current Liabilities	144,790			121,700
Long-Term Debt, less current portion	156,042			220,963
Deferred Income Taxes and Other	110,220			77,578
Stockholders’ Equity:
Common Stock, $.001 par value, 50,000,000 shares authorized, 16,027,324 shares issued	16			16
Capital in excess of par value	259,448			259,322
Treasury Stock, at cost, 123,160 and 167,260 shares	(3,057		)	(4,152		)
Accumulated other comprehensive income	306			606
Retained earnings	269,950			258,522
Total Stockholders’ Equity	526,663			514,314
Total Liabilities and Stockholders’ Equity	$	937,715		$	934,555

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FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

SEGMENT DATA

	Three Months Ended						Twelve Months Ended
	March 31,						March 31,
	2005			2004			2005			2004
Net Sales:
Aerospace Systems	$	132,734		$	124,967		$	495,425		$	418,587
Aftermarket Services	45,904			42,857			172,958			147,531
Other	4,969			9,056			26,560			46,388
Elimination of inter-segment sales	(1,733		)	(1,125		)	(6,458		)	(4,191		)
	$	181,874		$	175,755		$	688,485		$	608,315
Operating Income (Loss):
Aerospace Systems	$	14,604		$	17,464		$	54,046		$	52,602
Aftermarket Services	1,494			1,453			7,627			12,735
Other	(4,200		)	(13,715		)	(14,989		)	(19,099		)
Corporate	(3,609		)	(2,235		)	(13,254		)	(9,625		)
	$	8,289		$	2,967		$	33,430		$	36,613
Depreciation and Amortization:
Aerospace Systems	$	5,452		$	5,131		$	19,681		$	16,433
Aftermarket Services	2,132			1,768			8,426			7,433
Other	297			1,106			2,276			4,249
Corporate	37			18			145			122
	$	7,918		$	8,023		$	30,528		$	28,237
Capital Expenditures:
Aerospace Systems	$	2,103		$	2,836		$	12,060		$	16,183
Aftermarket Services	2,632			1,943			6,182			5,741
Other	326			481			462			3,206
Corporate	6			12			62			316
	$	5,067		$	5,272		$	18,766		$	25,446

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FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

Non-GAAP Financial Measure Disclosures

Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”) for the three months ended March 31, 2005 was $16.2 million with a margin of 8.9%.  EBITDA for the three months ended March 31, 2004 was $11.0 million with a margin of 6.3%.  EBITDA for the twelve months ended March 31, 2005 was $64.0 million with a margin of 9.3%. EBITDA for the twelve months ended March 31, 2004 was $64.9 million with a margin of 10.7%.

Management believes that EBITDA provides investors with an important perspective on the current underlying performance of the business by identifying non-cash expenses, interest and taxes included in income from continuing operations.

The following definition is provided for the non-GAAP financial measure identified above, together with a reconciliation of such non-GAAP financial measure to the most directly comparable financial measure calculated and presented in accordance with GAAP.

	Three Months Ended						Twelve Months Ended
	March 31,						March 31,
	2005			2004			2005			2004
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):
Income from Continuing Operations	$	4,870		$	1,220		$	15,809		$	19,410
Add-back:
Income Tax Expense (Benefit)	50			(1,522		)	4,596			4,991
Interest Expense and Other	3,369			3,269			13,025			12,212
Depreciation and Amortization	7,918			8,023			30,528			28,237
Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”)	$	16,207		$	10,990		$	63,958		$	64,850
Net Sales	$	181,874		$	175,755		$	688,485		$	608,315
EBITDA Margin	8.9		%	6.3		%	9.3		%	10.7		%

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