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 1, 2008

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 1, 2008, Triumph Group, Inc. issued a press release announcing its financial results for the fiscal quarter and year ended March 31, 2008 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 year ended March 31, 2008, sales mix was as follows: commercial was 44% (compared to 45% in the prior full fiscal year), military was 33% (same as in the prior full fiscal year), regional jets were 5% (same as in the prior full fiscal year), business jets were 9% (same as 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 777, 737 NG, 787, CH47, UH60, V-22, A320/321, C17, 747, and A380 programs, respectively.

· For the fiscal year ended March 31, 2008, Boeing commercial, military and space accounted for 22.5% of net sales.

· For the fiscal year ended March 31, 2008, OEM sales represented 64% (compared to 63% in the prior full fiscal year), Aftermarket sales represented 27% (compared to 29% in the prior full fiscal year), and Other was 9% (compared to 8% in the prior full fiscal year).

· Same store sales for the fiscal year ended March 31, 2008 increased 19% over the prior fiscal year. Aerospace Systems same store sales for the fiscal year ended March 31, 2008 was $879.6 million, an increase of 21% over the prior fiscal year. Aftermarket Services same store sales for the fiscal year ended March 31, 2008 was $213.5 million, an increase of 13% over the prior fiscal year. Same store sales for the Company for the quarter ended March 31, 2008 increased 22% over the comparable quarter in the prior fiscal year.

· In total sales, export sales for the quarter ended March 31, 2008 were $65.5 million, an increase of 33% from previous year quarter ended March 31, 2007. For the fiscal year ended March 31, 2008 export sales were $237.0 million, an increase of 17% from the previous year.

· For the fiscal year ending March 31, 2009, the company expects its effective tax rate to be 35%.

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 May 1, 2008

3

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 7, 2008		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 1, 2008

5

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 RECORDFOURTH QUARTER AND FULL FISCAL YEAR 2008 RESULTS

·Income from continuing operations for fourth quarter fiscal 2008 increased 37% to $21.3 million, or $1.26 per diluted share.  Sales increased 24% to a record $321.2 million

·Net sales for fiscal year 2008 increased 23% to $1.151 billion

·Operating income for fourth quarter fiscal 2008 increased 34% to $35.5 million and for fiscal year 2008 increased 35% to $126.3 million, both reflecting significant improvement in operating margin

·Backlog improved 13% over prior year to a record $1.3 billion

·Income from continuing operations for fiscal year 2008 increased 49% to $75.7 million, or $4.32 per diluted share

·Net income for fiscal year 2008 increased 43% to $67.3 million

Wayne, PA – May 1, 2008 – Triumph Group, Inc. (NYSE: TGI) today reported that, for the fiscal year ended March 31, 2008, net sales totaled $1.151 billion, a twenty-three percent increase from fiscal year 2007 net sales of $937.3 million.  Income from continuing operations for fiscal year 2008 increased forty-nine percent to $75.7 million, or $4.32 per diluted share, versus $51.0 million, or $3.11 per diluted share, for fiscal year 2007.  Net income for fiscal year 2008 increased forty-three percent to $67.3 million, or $3.84 per diluted share, versus $47.1 million, or $2.87 per diluted share, for fiscal year 2007.  The number of shares used in computing diluted earnings per share for fiscal year 2008 increased to 17.5 million shares.  During this fiscal year, the company generated $51.1 million of cash flow from operations.

For the fourth quarter ended March 31, 2008, net sales were $321.2 million, a twenty-four percent increase from last fiscal year’s fourth quarter net sales of $259.8 million.  Income from continuing operations for the fourth quarter of fiscal year 2008 increased thirty-seven percent to $21.3 million, or $1.26 per diluted share, versus $15.5 million, or $0.93 per diluted share, for the fourth quarter of the prior fiscal year.   Net income for the fourth quarter of fiscal year 2008 increased thirty-six

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percent to $19.4 million, or $1.15 per diluted share, versus $14.2 million, or $0.86 per diluted share, for the fourth quarter of the prior fiscal year. The number of shares used in computing diluted earnings per share for the fourth quarter of fiscal 2008 was 16.9 million shares.   During the quarter, the company generated $25.0 million of cash flow from operations.

The Aerospace Systems segment reported net sales for fiscal year 2008 of $907.4 million, compared to $743.7 million for the prior fiscal year, an increase of twenty-two percent.  Organic sales growth for fiscal year 2008 was twenty-one percent.  For the fourth quarter of fiscal year 2008, net sales increased twenty-five percent to $256.6 million from $204.8 million for the prior fiscal year period.  Excluding the recently announced acquisition of Triumph Structures-Long Island (formerly, B. & R. Machine and Tool Corp.), organic sales growth for the quarter was twenty-three percent.  Operating income for fiscal year 2008 was $124.8 million, compared to $101.9 million for the prior fiscal year, an increase of twenty-three percent.  For the fourth quarter, operating income increased twenty-four percent to $37.3 million versus $30.1 million for the prior fiscal year quarter.  Operating income for fiscal year 2008 included $10.8 million of legal expenses associated with the previously disclosed trade secret litigation versus $4.9 million of legal expenses included in the operating income for fiscal year 2007.

The Aftermarket Services segment reported net sales for fiscal year 2008 of $246.6 million, compared to $196.5 million for the prior fiscal year, an increase of twenty-six percent.  For the fourth quarter of fiscal year 2008, net sales increased eighteen percent to $65.5 million from $55.6 million for the prior fiscal year period.  Operating income for fiscal year 2008 was $23.5 million, compared to $11.4 million for the prior fiscal year, an increase of 106 percent.  For the quarter, operating income increased 117 percent to $6.4 million versus $3.0 million for the prior fiscal year quarter.  Operating margins for fiscal year 2008 improved significantly to 9.5 percent from 5.8 percent in the prior fiscal year.  Organic sales growth for fiscal year 2008 was thirteen percent.

Richard C. Ill, Triumph’s President and Chief Executive Officer, said, “We are pleased to report both a record quarter and a record year for Triumph, with each of our business segments contributing to our outstanding results.  For the quarter, we achieved record sales, strong segment operating margins and significant cash flow from operating activities.  For the year, the fundamental driver behind our excellent results was strong organic revenue growth combined with improved execution. Backlog increased by $151.0 million to a record level of $1.3 billion.  We are confident that the strength of our markets, our robust backlog and our healthy financial position will provide us with strong momentum heading into fiscal 2009 and beyond.”

In commenting on the outlook for fiscal year 2009, Mr. Ill said, “Based on the robust fundamentals of our industry, our strong backlog and continuing improvement in our execution, we project sales in the range of $1.25 billion to $1.35 billion and earnings per share for the fiscal year of $4.85 to $5.05, computed on 18.0 million shares.”

As previously announced, Triumph Group will hold a conference call tomorrow at 8:30 a.m. (ET) to discuss the fiscal year 2008 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 2^nd until May 9^th by calling (888) 266-2081 (Domestic) or (703) 925-2533 (International), passcode #1227454.

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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.

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 2009.  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)

CONDENSED STATEMENTS OF INCOME

	Three Months Ended						Twelve Months Ended
	March 31,						March 31,
	2008			2007			2008			2007
Net Sales	$	321,215		$	259,766		$	1,151,090		$	937,327
Operating Income	35,502			26,566			126,325			93,899
Interest Expense and Other	3,339			3,012			13,422			11,706
Charge for Early Extinguishment of Debt	0			0			0			5,088
Income Tax Expense	10,857			8,046			37,161			26,129
Income from Continuing Operations	21,306			15,508			75,742			50,976
Loss from Discontinued Operations, net of tax	(1,896		)	(1,282		)	(8,468		)	(3,905		)
Net Income	$	19,410		$	14,226		$	67,274		$	47,071
Earnings Per Share - Basic:
Income from Continuing Operations	$	1.30		$	0.95		$	4.59		$	3.14
Loss from Discontinued Operations	$	(0.12	)	$	(0.08	)	$	(0.51	)	$	(0.24	)
Net Income	$	1.18		$	0.87		$	4.08		$	2.90
Weighted average common shares outstanding - Basic	16,443			16,377			16,497			16,220
Earnings Per Share - Diluted:
Income from Continuing Operations	$	1.26		$	0.93		$	4.32		$	3.11
Loss from Discontinued Operations	$	(0.11	)	$	(0.08	)	$	(0.48	)	$	(0.24	)
Net Income	$	1.15		$	0.86	*	$	3.84		$	2.87
Weighted average common shares outstanding - Diluted	16,937			16,599			17,540			16,413
Dividends declared and paid per common share	$	0.04		$	0.04		$	0.16		$	0.12

* 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,
	2008			2007
Assets
Cash	$	13,738		$	7,243
Accounts Receivable, net	207,975			168,372
Inventory	361,667			296,080
Deferred Income Taxes	12,283			11,316
Assets Held for Sale	24,849			28,643
Prepaid Expenses and Other	5,121			6,713
Current Assets	625,633			518,367
Property and Equipment, net	324,095			283,681
Goodwill	383,740			339,930
Intangible Assets, net	78,488			69,919
Other	13,712			17,261
Total Assets	$	1,425,668		$	1,229,158
Liabilities & Stockholders’ Equity
Accounts Payable	$	120,117		$	101,332
Accrued Expenses	83,397			75,582
Liabilities Related to Assets Held for Sale	4,587			7,545
Income Taxes Payable	2,601			1,484
Current Portion of Long-Term Debt	1,010			5,702
Current Liabilities	211,712			191,645
Long-Term Debt, less current portion	418,803			310,481
Deferred Income Taxes and Other	102,424			99,669
Stockholders’ Equity:
Common Stock, $.001 par value, 50,000,000 shares authorized, 16,517,374 and 16,469,617 shares issued	16			16
Capital in excess of par value	288,154			278,177
Treasury Stock, at cost, 213,950 and 0 shares	(12,003		)	0
Accumulated other comprehensive income (loss)	2,950			(120		)
Retained earnings	413,612			349,290
Total Stockholders’ Equity	692,729			627,363
Total Liabilities and Stockholders’ Equity	$	1,425,668		$	1,229,158

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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,
	2008			2007			2008			2007
Net Sales:
Aerospace Systems	$	256,560		$	204,803		$	907,376		$	743,742
Aftermarket Services	65,514			55,585			246,609			196,526
Elimination of inter-segment sales	(859		)	(622		)	(2,895		)	(2,941		)
	$	321,215		$	259,766		$	1,151,090		$	937,327
Operating Income (Loss):
Aerospace Systems	$	37,253		$	30,130		$	124,812		$	101,867
Aftermarket Services	6,408			2,950			23,480			11,384
Corporate	(8,159		)	(6,514		)	(21,967		)	(19,352		)
	$	35,502		$	26,566		$	126,325		$	93,899
Depreciation and Amortization:
Aerospace Systems	$	7,973		$	6,922		$	30,007		$	26,080
Aftermarket Services	3,441			2,911			12,943			9,394
Corporate	68			61			265			229
	$	11,482		$	9,894		$	43,215		$	35,703
Capital Expenditures:
Aerospace Systems	$	14,886		$	13,972		$	40,762		$	39,220
Aftermarket Services	8,982			5,416			20,652			19,672
Corporate	247			111			954			299
	$	24,115		$	19,499		$	62,368		$	59,191

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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, 2008 was $47.0 million with a margin of 14.6%. EBITDA for the three months ended March 31, 2007 was $36.5 million with a margin of 14.0%. EBITDA for the twelve months ended March 31, 2008 was $169.5 million with a margin of 14.7%. EBITDA for the twelve months ended March 31, 2007 was $129.6 million with a margin of 13.8%.

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						Twelve Months Ended
	March 31,						March 31,
	2008			2007			2008			2007
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):
Income from Continuing Operations	$	21,306		$	15,508		$	75,742		$	50,976
Add-back:
Income Tax Expense	10,857			8,046			37,161			26,129
Charge for Early Extinguishment of Debt	0			0			0			5,088
Interest Expense and Other	3,339			3,012			13,422			11,706
Depreciation and Amortization	11,482			9,894			43,215			35,703
Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”)	$	46,984		$	36,460		$	169,540		$	129,602
Net Sales	$	321,215		$	259,766		$	1,151,090		$	937,327
EBITDA Margin	14.6		%	14.0		%	14.7		%	13.8		%

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FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

Non-GAAP Financial Measure Disclosures (continued)

	Three Months Ended March 31, 2008
				Segment Data
				Aerospace			Aftermarket			Corporate /
	Total			Systems			Services			Eliminations
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):
Income from Continuing Operations	$	21,306
Add-back:
Income Tax Expense	10,857
Interest Expense and Other	3,339
Operating Income (Expense)	$	35,502		$	37,253		$	6,408		$	(8,159	)
Depreciation and Amortization	11,482			7,973			3,441			68
Earnings (Losses) before Interest, Taxes, Depreciation and Amortization (“EBITDA”)	$	46,984		$	45,226		$	9,849		$	(8,091	)
Net Sales	$	321,215		$	256,560		$	65,514		$	(859	)
EBITDA Margin	14.6		%	17.6		%	15.0		%	n/a

	Twelve Months Ended March 31, 2008
				Segment Data
				Aerospace			Aftermarket			Corporate /
	Total			Systems			Services			Eliminations
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):
Income from Continuing Operations	$	75,742
Add-back:
Income Tax Expense	37,161
Interest Expense and Other	13,422
Operating Income (Expense)	$	126,325		$	124,812		$	23,480		$	(21,967	)
Depreciation and Amortization	43,215			30,007			12,943			265
Earnings (Losses) before Interest, Taxes, Depreciation and Amortization (“EBITDA”)	$	169,540		$	154,819		$	36,423		$	(21,702	)
Net Sales	$	1,151,090		$	907,376		$	246,609		$	(2,895	)
EBITDA Margin	14.7		%	17.1		%	14.8		%	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:

	March 31,			March 31,
	2008			2007
Calculation of Net Debt
Current Portion	$	1,010		$	5,702
Long-term debt	418,803			310,481
Total Debt	419,813			316,183
Less: Cash	13,738			7,243
Net Debt	$	406,075		$	308,940
Calculation of Capital
Net Debt	$	406,075		$	308,940
Stockholders’ equity	692,729			627,363
Total Capital	$	1,098,804		$	936,303
Percent of Net Debt to Capital	37.0		%	33.0		%

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