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):  July 25, 2007

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):

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

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

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

oPre-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 July 25, 2007, Triumph Group, Inc. issued a press release announcing its financial results for the fiscal quarter ended June 30, 2007 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 fiscal quarter ended June 30, 2007, sales mix was as follows:  commercial was 45% (compared to 45% in the prior full fiscal year), military was 32% (compared to 33% in the prior full fiscal year), regional jets were 5% (compared to 5% in the prior full fiscal year), business jets were 9% (compared to 9% in the prior full fiscal year) and other was 9% (compared to 8% in the prior full fiscal year).

·The top ten programs represented in the backlog were the 737NG, 777, A320/321, CH47, 787, UH60, C17, V-22, 747 and A380 programs, respectively.

·For the fiscal quarter ended June 30, 2007, Boeing commercial, military and space accounted for 22.4% of net sales.

·For the fiscal quarter ended June 30, 2007, OEM sales represented 62% (compared to 62% in the prior full fiscal year), Aftermarket sales represented 29% (compared to 29% in the prior full fiscal year), and Other was 9% (compared to 9% in the prior full fiscal year).

·Same store sales for the fiscal quarter ended June 30, 2007 increased 20% over the comparable quarter in the prior fiscal year.  Aerospace Systems same store sales for the fiscal quarter ended June 30, 2007 was $211.6 million, an increase of 23% over the comparable quarter in the prior fiscal year. Aftermarket Services same store sales for the fiscal quarter ended June 30, 2007 was $50.4 million, an increase of 9% over the comparable quarter in the prior fiscal year.

·Export sales for the fiscal quarter ended June 30, 2007 were $56.2 million, an increase of 13% over the comparable quarter in the prior fiscal year.

·The Company’s effective tax rate for the quarter ended June 30, 2007 was 33.9%. For the fiscal year ending March 31, 2008, the company expects its effective tax rate to be approximately 34%.

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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 25, 2007, the stockholders of Triumph Group, Inc. (the “Company”) approved the performance goals under the Company’s Annual Cash Bonus Plan (the “Plan”) and under the Company’s 2004 Stock Incentive Plan.  The Plan provides for cash bonuses payable upon the attainment of pre-established performance goals.  The compensation and management development committee will determine the terms of each incentive award made to executive officers under the Plan.  The committee will set a range of corporate performance goals for specified performance periods within the deadlines required by the regulations under Section 162(m) of the Internal Revenue Code of 1986, as amended.  Performance is measured over the Company’s fiscal year which ends March 31.  No payment under the Plan to any one executive officer in any fiscal year shall exceed $3.0 million.

The Company’s compensation and management development committee utilizes objective criteria to establish corporate performance goals for purposes of establishing awards under the Plan.  Plan awards may be based on any combination of earnings per share on a fully diluted basis, operating income, earnings before interest, taxes, depreciation and amortization (EBITDA), return on net assets, working capital, sales growth and/or internal rate of return on capital expenditures, but the compensation and management development committee intends to use earnings per share on a fully diluted basis as the principal performance goal.  The compensation and management development committee believes that earnings per share is a fair measure of performance that also focuses the Company’s executives on the measure of perhaps greatest significance to the Company’s stockholders, thus aligning the Company’s executives’ interests with those of the Company’s stockholders.

The Plan is administered by the compensation and management development committee of the Company’s Board of Directors. The compensation and management development committee has the right to terminate or amend the Plan, without stockholder approval, at any time and for any reason.  Employees eligible to participate in the Plan include the Company’s Chief Executive Officer, the Company’s other executive officers, and other key officers of the Company.

A description of the Plan is attached as Exhibit 10.1 and incorporated herein by reference.

Item 9.01               Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.	Description
10.1	Description of the Triumph Group, Inc. Annual Cash Bonus Plan
99.1	Press Release dated July 25, 2007

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SIGNATURES

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: July 31, 2007		TRIUMPH GROUP, INC.
	By:	/s/ John B. Wright, II
		John B. Wright, II
		Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Description of the Triumph Group, Inc. Annual Cash Bonus Plan
99.1	Press Release dated July 25, 2007

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EX-10.1

Exhibit 10.1

Description of the Triumph Group, Inc. Annual Cash Bonus Plan

The Triumph Group, Inc. (“Triumph”) annual cash bonus plan provides for cash bonuses payable upon the attainment of pre-established performance goals.  The annual cash bonus plan will enable Triumph to claim tax deductions for all bonuses payable under the annual cash bonus plan, including bonuses for the 2008 fiscal year and bonuses for fiscal years through 2012.  Without such annual cash bonus plan, Section 162(m) of the Internal Revenue Code of 1986, as amended, would preclude Triumph from taking a deduction for bonuses under the annual cash bonus plan paid to the Chief Executive Officer and its three most highly paid executive officers (not including the principal financial officer), to the extent each officer’s compensation that is subject to Section 162(m) exceeds $1 million.  The unavailability of this deduction would cause Triumph to pay higher Federal income taxes.

Administration.  The Triumph annual cash bonus plan is administered by the compensation and management development committee of Triumph’s Board of Directors. All of the members the compensation and management development committee satisfy the independence requirements of the listing standards of the New York Stock Exchange and Triumph’s Independence Standards and meet the definitions of “non-employee director” under Rule 16b-3 of the Securities Exchange Act of 1934 and “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).  The compensation and management development committee has the right to terminate or amend the annual cash bonus plan, without stockholder approval, at any time and for any reason.

The employees whose compensation under the annual cash bonus plan would be subject to the performance goals would be all of Triumph’s executive officers.  Employees eligible to participate in annual cash bonus plan include Triumph’s Chief Executive Officer, Triumph’s other executive officers, and other key officers of Triumph. Triumph’s directors who are not also salaried employees of us are not eligible to participate in the annual cash bonus plan.

Incentive Awards.  The compensation and management development committee will determine the terms of each incentive award made to executive officers under the annual cash bonus plan. The committee will set a range of corporate performance goals for specified performance periods within the deadlines required by the regulations under Section 162(m).  Performance is measured over Triumph’s fiscal year which ends March 31.  The payment, if any, due an executive officer pursuant to the annual cash bonus plan depends on the extent to which Triumph have achieved the corporate performance goals determined by the committee.  The payment may be in cash or in shares of Triumph common stock, under Triumph’s equity-based incentive compensation plans.  No payment under the annual cash bonus plan to any one executive officer in any fiscal year shall exceed $3.0 million.

Performance Goals.  The compensation and management development committee utilizes objective criteria to establish corporate performance goals for purposes of establishing awards under the plan.  Incentive plan awards may be based on any combination of earnings per share on a fully diluted basis, operating income, earnings before interest, taxes, depreciation and amortization (EBITDA), return on net assets, working capital, sales growth and/or internal rate of return on capital expenditures, but the compensation and management development committee intends to use earnings per share on a fully diluted basis as the principal performance goal.  The compensation and management development committee believes that earnings per share is a fair measure of performance that also focuses Triumph’s executives on the measure of perhaps greatest significance to Triumph’s stockholders, thus aligning Triumph’s executives’ interests with those of Triumph’s stockholders.

Actual performance goals may reflect absolute corporate or division or subsidiary performance or a relative comparison of Triumph’s performance to the performance of peer group

companies or other external measure of the selected performance goals.  A performance goal may include or exclude items that measure specific objectives, such as the cumulative effect of changes in generally accepted accounting principles, losses resulting from discontinued operations, securities gains and losses, restructuring, merger-related and other nonrecurring costs, amortization of goodwill and other intangible assets, extraordinary gains or losses and any unusual, nonrecurring gain or loss that is separately quantified in Triumph’s financial statements.  Performance goals expressed on a per-share basis shall, in case of a recapitalization, stock dividend, stock split or reverse stock split affecting the number of outstanding shares, be mathematically adjusted by the compensation and management development committee so that the change in outstanding shares does not cause a substantive change in the applicable performance goal.  The compensation and management development committee may adjust performance goals for any other objective events or occurrences which occur during a performance period, including, but not limited to, changes in applicable tax laws or accounting principles.

EX-99.1

Exhibit 99.1

Triumph Group, Inc.

NEWS RELEASE

Contact:

Sheila Spagnolo

Vice President

Phone (610) 251-1000

sspagnolo@triumphgroup.com

TRIUMPH GROUP REPORTS

RECORD FIRST QUARTER FISCAL 2008 RESULTS

·Net sales from continuing operations for the first quarter fiscal 2008 increased 26% to $275.0 million

·Operating income from continuing operations for the first quarter fiscal 2008 increased 57% to $30.3 million, reflecting a 25% improvement in operating margin

·Backlog increased 27% over prior year to $1.2 billion

·Income from continuing operations for the first quarter fiscal 2008 increased 70% to $17.8 million, or $1.04 per diluted share

·Net income for the first quarter fiscal 2008 increased 48% to $13.9 million, or $0.81 per diluted share, inclusive of loss of $0.23 per diluted share from discontinued operations

Wayne, PA – July 25, 2007 – Triumph Group, Inc. (NYSE: TGI) today reported that net sales from continuing operations for the first quarter of the fiscal year ending March 31, 2008 totaled $275.0 million, a twenty-six percent increase from last year’s first quarter net sales of $218.0 million.  Income from continuing operations for the first quarter of fiscal year 2008 increased seventy percent to $17.8 million, or $1.04 per diluted share, versus $10.5 million, or $0.64 per diluted share, for the first quarter of the prior year.  Net income for the first quarter of fiscal year 2008 increased forty-eight percent to $13.9 million, or $0.81 per diluted share, versus $9.4 million, or $0.58 per diluted share, for the first quarter of the prior year.  During the quarter, the company used $10.8 million of cash flow from operations.

Effective June 30, 2007, the company designated Triumph Precision Castings, its castings facility included in the Aftermarket Services Group, and Triumph Precision, a build to specification manufacturer and supplier of ultra-precision machined components and assemblies in its Aerospace

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Systems Group, as discontinued operations.  The company expects to complete the sale of these businesses in the second quarter of fiscal year 2008.  For the three months ended June 30, 2007, the loss from discontinued operations was $3.9 million, or $0.23 per diluted share, which included an impairment charge of $2.6 million, or $0.15 per diluted share.

Richard C. Ill, Triumph’s President and Chief Executive Officer, said, “We are very proud of the results achieved during the first quarter driven by strong growth in revenue and improvement in operating margins in both the Aerospace Systems and Aftermarket Services segments.  While we continued to make progress in transitioning the casting facility to a profitable operation, we believe that the decision to sell the operations will allow us to better focus on our core aftermarket business going forward.”

The Aerospace Systems segment reported net sales for the quarter of $217.3 million compared to $172.6 million in the prior year period, an increase of twenty-six percent.  Operating income for the first quarter of fiscal year 2008 was $30.3 million, compared to $20.3 million for the prior year period, a forty-nine percent increase.  Operating margin for the quarter improved to 14% from 12% in the prior year period.  Organic sales growth for the quarter was twenty-three percent.

The Aftermarket Services segment reported net sales for the quarter of $58.3 million compared to $46.4 million in the prior year period, a twenty-six percent increase.  Operating income for the first quarter of fiscal year 2008 was $5.7 million, compared to $3.0 million for the prior year period, a ninety-two percent increase.  Operating margin for the quarter improved significantly to 10% from 6% in the prior year period.  Organic sales growth for the quarter was nine percent.

“Based on our robust backlog, the strength of our markets and our ability to execute, we are confident that we will continue to generate significant revenue growth and enhanced operating earnings and profitability for the balance of the fiscal year,” Mr. Ill continued.  “Our first quarter results delivered on our commitment to improve the operating margin of our Aftermarket Services Group.  In addition, our Aerospace Systems Group also delivered a meaningful improvement in its margins.  As a result, we expect that earnings per share from continuing operations for the fiscal year will be in the range of $3.85 to $4.00.”

As previously announced, Triumph Group will hold a conference call tomorrow at 8:30 a.m. (ET) to discuss the fiscal year 2008 first quarter 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 July 26th until August 2nd by calling (888) 266-2081 (Domestic) or (703) 925-2533 (International), passcode #1113153.

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 commercial, regional, business and military aircraft and aircraft components, as well as commercial and regional airlines and air cargo carriers.

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

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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 expectations of future aerospace market conditions, financial and operational performance, revenue and earnings growth and sales and earnings results for fiscal 2008.  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, 2007.

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
	June 30,
CONDENSED STATEMENTS OF INCOME	2007			2006
Net Sales	$	275,004		$	217,996
Operating Income	30,254			19,218
Interest Expense and Other	3,207			3,058
Income Tax Expense	9,236			5,694
Income from Continuing Operations	17,811			10,466
Loss from Discontinued Operations, net of tax	(3,894		)	(1,033		)
Net Income	$	13,917		$	9,433
Earnings Per Share - Basic:
Income from Continuing Operations	$	1.08		$	0.65
Loss from Discontinued Operations	$	(0.24	)	$	(0.06	)
Net Income	$	0.85	*	$	0.59
Weighted average common shares outstanding - Basic	16,458			16,078
Earnings Per Share - Diluted:
Income from Continuing Operations	$	1.04		$	0.64
Loss from Discontinued Operations	$	(0.23	)	$	(0.06	)
Net Income	$	0.81		$	0.58
Weighted average common shares outstanding - Diluted	17,204			16,286
Dividends declared and paid per common share	$	0.04		$	0.00

* Difference due to rounding.

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FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands, except per share data)

	June 30,		March 31,
BALANCE SHEET	2007		2007
Assets
Cash	$	6,039	$	7,243
Accounts Receivable, net	173,920		168,372
Inventory	317,885		296,080
Deferred Income Taxes	11,456		11,530
Assets Held for Sale	27,173		28,429
Prepaid Expenses and Other	5,901		6,713
Current Assets	542,374		518,367
Property and Equipment, net	285,597		283,681
Goodwill	339,013		339,930
Intangible Assets, net	67,420		69,919
Other	15,121		17,261
Total Assets	$	1,249,525	$	1,229,158
Liabilities & Stockholders’ Equity
Accounts Payable	$	95,357	$	101,332
Accrued Expenses	59,494		75,582
Liabilities Related to Assets Held for Sale	7,684		7,331
Income Taxes Payable	5,776		1,484
Current Portion of Long-Term Debt	5,703		5,702
Current Liabilities	174,014		191,431
Long-Term Debt, less current portion	328,080		310,481
Deferred Income Taxes and Other	102,508		99,883
Stockholders’ Equity:
Common Stock, $.001 par value, 50,000,000 shares authorized, 16,641,941 and 16,469,617 shares issued	16		16
Capital in excess of par value	282,629		278,177
Accumulated other comprehensive income (loss)	28		(120		)
Retained earnings	362,250		349,290
Total Stockholders’ Equity	644,923		627,363
Total Liabilities and Stockholders’ Equity	$	1,249,525	$	1,229,158

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FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

	Three Months Ended
	June 30,
SEGMENT DATA	2007			2006
Net Sales:
Aerospace Systems	$	217,280		$	172,573
Aftermarket Services	58,313			46,447
Elimination of inter-segment sales	(589		)	(1,024		)
	$	275,004		$	217,996
Operating Income (Loss):
Aerospace Systems	$	30,329		$	20,341
Aftermarket Services	5,728			2,989
Corporate	(5,803		)	(4,112		)
	$	30,254		$	19,218
Depreciation and Amortization:
Aerospace Systems	$	7,258		$	6,351
Aftermarket Services	3,202			2,027
Corporate	63			44
	$	10,523		$	8,422
Capital Expenditures:
Aerospace Systems	$	7,126		$	6,707
Aftermarket Services	2,297			6,085
Corporate	411			125
	$	9,834		$	12,917

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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 June 30, 2007 was $40.8 million with a margin of 14.8%.  EBITDA for the three months ended June 30, 2006 was $27.6 million with a margin of 12.7%.

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
	June 30,
	2007			2006
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):
Income from Continuing Operations	$	17,811		$	10,466
Add-back:
Income Tax Expense	9,236			5,694
Interest Expense and Other	3,207			3,058
Depreciation and Amortization	10,523			8,422
Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”)	$	40,777		$	27,640
Net Sales	$	275,004		$	217,996
EBITDA Margin	14.8		%	12.7		%

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FINANCIAL DATA  (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

Non-GAAP Financial Measure Disclosures (continued)

	Three Months Ended June 30, 2007
				Segment Data
				Aerospace			Aftermarket			Corporate /
	Total			Systems			Services			Eliminations
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):
Income from Continuing Operations	$	17,811
Add-back:
Income Tax Expense	9,236
Interest Expense and Other	3,207
Operating Income (Expense)	$	30,254		$	30,329		$	5,728		$	(5,803	)
Depreciation and Amortization	10,523			7,258			3,202			63
Earnings (Losses) before Interest, Taxes, Depreciation and Amortization (“EBITDA”)	$	40,777		$	37,587		$	8,930		$	(5,740	)
Net Sales	$	275,004		$	217,280		$	58,313		$	(589	)
EBITDA Margin	14.8		%	17.3		%	15.3		%	n/a

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FINANCIAL DATA  (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

Non-GAAP Financial Measure Disclosures (continued)

We use “Net Debt to Capital” as a measure of financial leverage.  The following table sets forth the computation of Net Debt to Capital:

	June 30,			March 31,
	2007			2007
Calculation of Net Debt
Current Portion	$	5,703		$	5,702
Long-term debt	328,080			310,481
Total Debt	333,783			316,183
Less: Cash	6,039			7,243
Net Debt	$	327,744		$	308,940
Calculation of Capital
Net Debt	$	327,744		$	308,940
Stockholders’ equity	644,923			627,363
Total Capital	$	972,667		$	936,303
Percent of Net Debt to Capital	33.7		%	33.0		%

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