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): October 28, 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 October 28, 2005, the Company issued a press release announcing its financial results for the fiscal quarter ended September 30, 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:

• Export Sales year to date as of September 30, 2005 was 24% of revenue. For the year to date as of September 30, 2005, sales mix was as follows: commercial was 45% (compared to 44% in the prior full fiscal year), military was 33% (compared to 34% in the prior full fiscal year), regional jets were 6% (compared to 6% in the prior full fiscal year), business jets were 9% (compared to 8% in the prior full fiscal year) and other was 7% (compared to 8% in the prior full fiscal year).

• The top ten programs represented in the backlog were the 737NG, 777, A320, CH47, C17, V22, 747, A380, F18, and E2C programs, respectively.

• Boeing commercial, military and space accounted for 19.7% of net sales for the quarter ended September 30, 2005 and is the only customer that accounts for more than 10% of revenue.

• The increase in sales over the prior year was all attributed to same store / organic growth.

• The work stoppage at Boeing caused us to reduce our work force by approximately 5 percent in September and had a negative impact on earnings of approximately $0.05 per share in the quarter. With the Boeing strike having ended on October 10th, we have not yet returned all employees back to work.

• The Company reiterated guidance of $1.75 to $2.00 per share for the fiscal year, indicating that the expectation would be at the high end of that range.

• The decrease in corporate expense compared to last year was partly due to a drop in costs associated with Sarbanes-Oxley 404 compliance.

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.

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Item 9.01                Financial Statements and Exhibits.

                (c)           Exhibits.

Exhibit No.	Description
99.1	Press Release dated October 28, 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: November 1, 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 October 28, 2005

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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 GROUP REPORTS

SECOND QUARTER FISCAL 2006 RESULTS

•Net sales for second quarter fiscal 2006 increased 8% to $183.6 million

•Operating income in the second quarter fiscal 2006 increased 34% to $13.2 million

•Income from continuing operations for the second quarter fiscal 2006 increased 44% to $7.0 million

•Backlog increased 35% over prior year to $756.8 million

Wayne, PA – October 28, 2005 – Triumph Group, Inc. (NYSE: TGI) today reported that net sales from continuing operations for the second quarter of the fiscal year ending March 31, 2006 totaled $183.6 million, an eight percent increase from last year’s second quarter net sales from continuing operations of $170.0 million.  Income from continuing operations for the second quarter of fiscal 2006 increased forty-four percent to $7.0 million, or $0.44 per diluted common share, versus $4.9 million, or $0.31 per diluted common share for the second quarter of the prior year.  During the quarter, the company generated $6.0 million of cash flow from operations.

Net sales from continuing operations for the first six months of fiscal 2006 were $361.3 million, an eight percent increase over net sales of $335.3 million last year.  Income from continuing operations for the first six months of fiscal 2006 increased 103 percent to $14.2 million, or $0.89 per diluted common share, compared to income from continuing operations of $7.0 million, or $0.44 per diluted common share in the prior year period.  During the six months, the company generated $7.1 million of cash flow from operations.

The Aerospace Systems segment reported net sales for the quarter of $140.4 million, compared to $122.1 million in the prior year period, an increase of fifteen percent.  Operating income for the second quarter of fiscal 2006 was $17.2 million, compared to $14.6 million for the prior year period, an eighteen percent increase.  The Aerospace Systems segment increased sales and operating income on both a year-over-year and a sequential quarterly basis, despite lost production due to the work stoppage at Boeing Commercial Aircraft division.

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The Aftermarket Services segment reported net sales for the quarter of $44.0 million, compared to $42.4 million in the prior year period, a four percent increase.  Operating income for the second quarter of fiscal 2006 was a loss of $1.2 million, compared to earnings of $2.3 million for the prior year period.  Core growth in repair and overhaul service companies was offset by losses related to the Northwest Airlines and Delta Air Lines bankruptcies and by costs incurred in developing products associated with new aerospace programs in the castings and manufacturing operations of the Aftermarket Services segment.

Richard C. Ill, Triumph’s President and Chief Executive Officer, said, “We are pleased to report increased sales, operating income, and net earnings for the second quarter and the first half of fiscal 2006 in spite of the material impact that the work stoppage at Boeing Commercial Aircraft division had on earnings for the quarter.  Sales and earnings increased on a year-over-year basis and significant cash flow was generated from operating activities, reflecting the quality of our earnings growth.   Moreover, the recovery of our aerospace business is apparent from the significant increase in our backlog, which reflects ramped-up commercial aerospace build schedules as well as initial production orders for the A380.”

Commenting on the outlook for the year, Mr. Ill stated, “Based upon continued strength from operations and current market conditions, we expect that fiscal 2006 earnings per share will be in the range of $1.75 to $2.00.”

As previously announced, Triumph will hold a conference call today at 8:00 a.m. (EDT) to discuss the fiscal 2006 second quarter results.  The conference call will be available live and archived on the company’s website at http://www.triumphgroup.com.  An audio replay will be available from October 28^th until November 4^th by calling (888) 266-2081 (Domestic) or (703) 925-2533 (International), passcode #791424.

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 commercial and regional airlines, air cargo carriers, as well as original equipment manufacturers of commercial, regional, business and military aircraft and aircraft components.

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 statements concerning the company’s earnings expectations for the fiscal year. 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 fiscal year ended March 31, 2005.

FINANCIAL DATA (UNAUDITED) ON FOLLOWING 6 PAGES

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FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(in thousands, except per share data)

	Three Months Ended September 30,				Six Months Ended September 30,
CONDENSED STATEMENTS OF INCOME	2005		2004		2005		2004
Net Sales	$	183,633	$	169,980	$	361,330	$	335,333
Operating Income	13,218		9,880		26,947		16,327
Interest Expense and Other	3,172		3,210		6,359		6,467
Income Tax Expense	3,002		1,775		6,375		2,860
Income from Continuing Operations	7,044		4,895		14,213		7,000
Income from Discontinued Operations	0		777		0		1,531
Net Income	$	7,044	$	5,672	$	14,213	$	8,531
Earnings Per Share - Basic:
Income from Continuing Operations	$	0.44	$	0.31	$	0.89	$	0.44
Income from Discontinued Operations	$	0.00	$	0.05	$	0.00	$	0.10
Net Income	$	0.44	$	0.36	$	0.89	$	0.54
Weighted average common shares outstanding - Basic	15,910		15,868		15,908		15,864
Earnings Per Share - Diluted:
Income from Continuing Operations	$	0.44	$	0.31	$	0.89	$	0.44
Income from Discontinued Operations	$	0.00	$	0.05	$	0.00	$	0.10
Net Income	$	0.44	$	0.36	$	0.89	$	0.54
Weighted average common shares outstanding - Diluted	16,056		15,942		16,031		15,939

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FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands, except per share data)

BALANCE SHEET

	September 30, 2005			March 31, 2005
Assets
Cash	$	5,335		$	4,844
Accounts Receivable, net	124,470			127,942
Inventory	229,200			217,234
Deferred Income Taxes	5,422			5,422
Prepaid Expenses and Other	5,028			3,887
Current Assets	369,455			359,329
Property and Equipment, net	232,076			234,123
Goodwill	273,580			273,476
Intangible Assets, net	52,609			56,227
Other	14,764			14,560
Total Assets	$	942,484		$	937,715
Liabilities & Stockholders’ Equity
Accounts Payable	$	57,419		$	65,211
Accrued Expenses	64,579			75,598
Income Taxes Payable	1,330			2,922
Current Portion of Long-Term Debt	1,662			1,740
Current Liabilities	124,990			145,471
Long-Term Debt, less current portion	170,500			156,042
Deferred Income Taxes and Other	106,542			109,539
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	259,676			259,448
Treasury Stock, at cost, 117,010 and 123,160 shares	(2,905		)	(3,057		)
Accumulated other comprehensive (loss) income	(498		)	306
Retained earnings	284,163			269,950
Total Stockholders’ Equity	540,452			526,663
Total Liabilities and Stockholders’ Equity	$	942,484		$	937,715

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FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

SEGMENT DATA

	Three Months Ended September 30,						Six Months Ended September 30,
	2005			2004			2005			2004
Net Sales:
Aerospace Systems	$	140,378		$	122,090		$	274,524		$	241,506
Aftermarket Services	44,039			42,421			88,199			82,162
Other	0			7,467			0			15,197
Elimination of inter-segment sales	(784		)	(1,998		)	(1,393		)	(3,532		)
	$	183,633		$	169,980		$	361,330		$	335,333
Operating Income (Loss):
Aerospace Systems	$	17,226		$	14,600		$	33,442		$	25,909
Aftermarket Services	(1,229		)	2,295			127			3,561
Other	0			(3,780		)	0			(6,933		)
Corporate	(2,779		)	(3,235		)	(6,622		)	(6,210		)
	$	13,218		$	9,880		$	26,947		$	16,327
Depreciation and Amortization:
Aerospace Systems	$	5,489		$	4,640		$	11,014		$	9,337
Aftermarket Services	2,461			2,092			4,835			4,163
Other	0			745			0			1,505
Corporate	32			32			64			75
	$	7,982		$	7,509		$	15,913		$	15,080
Capital Expenditures:
Aerospace Systems	$	3,237		$	5,814		$	5,154		$	7,874
Aftermarket Services	2,221			1,015			5,286			1,896
Other	0			17			0			24
Corporate	19			8			33			34
	$	5,477		$	6,854		$	10,473		$	9,828

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Non-GAAP Financial Measure Disclosures

Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”) for the three months ended September 30, 2005 was $21.2 million with a margin of 11.5%.  EBITDA for the three months ended September 30, 2004 was $17.4 million with a margin of 10.2%.  EBITDA for the six months ended September 30, 2005 was $42.9 million with a margin of 11.9%. EBITDA for the six months ended September 30, 2004 was $31.4 million with a margin of 9.4%.

Management believes that EBITDA provides the reader a good measure of cash generated from the operations of the business before any investment in working capital or fixed assets.

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 September 30,						Six Months Ended September 30,
	2005			2004			2005			2004
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):
Income from Continuing Operations	$	7,044		$	4,895		$	14,213		$	7,000
Add-back:
Income Tax Expense	3,002			1,775			6,375			2,860
Interest Expense and Other	3,172			3,210			6,359			6,467
Depreciation and Amortization	7,982			7,509			15,913			15,080
Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”)	$	21,200		$	17,389		$	42,860		$	31,407
Net Sales	$	183,633		$	169,980		$	361,330		$	335,333
EBITDA Margin	11.5		%	10.2		%	11.9		%	9.4		%

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FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

	Three Months Ended September 30, 2005
				Segment Data
				Aerospace			Aftermarket			Corporate /
	Total			Systems			Services			Eliminations
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):
Income from Continuing Operations	$	7,044
Add-back:
Income Tax Expense	3,002
Interest Expense and Other	3,172
Operating Income (Expense)	$	13,218		$	17,226		($1,229		)	($2,779	)
Depreciation and Amortization	7,982			5,489			2,461			32
Earnings (Losses) before Interest, Taxes, Depreciation and Amortization (“EBITDA”)	$	21,200		$	22,715		$	1,232		($2,747	)
Net Sales	$	183,633		$	140,378		$	44,039		($784	)
EBITDA Margin	11.5		%	16.2		%	2.8		%	n/a

	Six Months Ended September 30, 2005
				Segment Data
				Aerospace			Aftermarket			Corporate /
	Total			Systems			Services			Eliminations
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):
Income from Continuing Operations	$	14,213
Add-back:
Income Tax Expense	6,375
Interest Expense and Other	6,359
Operating Income (Expense)	$	26,947		$	33,442		$	127		($6,622	)
Depreciation and Amortization	15,913			11,014			4,835			64
Earnings (Losses) before Interest, Taxes, Depreciation and Amortization (“EBITDA”)	$	42,860		$	44,456		$	4,962		($6,558	)
Net Sales	$	361,330		$	274,524		$	88,199		($1,393	)
EBITDA Margin	11.9		%	16.2		%	5.6		%	n/a

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FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

Non-GAAP Financial Measure Disclosures (continued)

Net Debt to Capital:	Sep-05			Mar-05
Calculation of Net Debt
Current Portion	$	1,662		$	1,740
Long term debt	170,500			156,042
Total Debt	172,162			157,782
Less: Cash and cash equivalents	5,335			4,844
Net Debt	166,827			152,938
Calculation of Capital
Net Debt	166,827			152,938
Stockholders’ equity	540,452			526,663
Total Capital	$	707,279		$	679,601
Percent of net debt to capital	23.6		%	22.5		%

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