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 24, 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 July 24, 2008, Triumph Group, Inc. issued a press release announcing its financial results for the fiscal quarter ended June 30, 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 year to date as of June 30, 2008, sales mix was as follows:  commercial was 43% (compared to 44% in the prior full fiscal year), military was 33% (the same as in the prior full fiscal year), regional jets were 6% (compared to 5% in the prior full fiscal year), business jets were 9% (the same as in the prior full fiscal year) and non-aviation was 9% (the same as in the prior full fiscal year).

·The top ten programs represented in the backlog were the 777, 737 NG, CH-47, V-22, UH60, 787, A320/321, C-17, 747 and A-380 programs, respectively.

·For the fiscal quarter ended June 30, 2008, Boeing commercial, military and space accounted for 24.1% of net sales.

·For the fiscal quarter ended June 30, 2008, OEM sales represented 67% (compared to 64% in the prior full fiscal year), Aftermarket sales represented 24% (compared to 27% in the prior full fiscal year), and Other was 9% (the same as in the prior full fiscal year).

·Same store sales for the fiscal quarter ended June 30, 2008 increased 12% over the comparable quarter in the prior fiscal year.  Aerospace Systems same store sales for the fiscal quarter ended June 30, 2008 was $246.5 million, an increase of 13% over the comparable quarter in the prior fiscal year.  All of the Aftermarket Services sales for the fiscal quarter ended June 30, 2008 were organic.

·Export sales for the fiscal quarter ended June 30, 2008 were $71.1 million, an increase of 27% over the comparable quarter in the prior fiscal year.

·For the fiscal year ending March 31, 2009, the company expects its effective tax rate to be approximately 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 9.01Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
99.1	Press Release dated July 24, 2008

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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: July 29, 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 July 24, 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 RECORD

FIRST QUARTER FISCAL 2009 EARNINGS;

RAISES FISCAL YEAR 2009 GUIDANCE

·Net sales for the first quarter fiscal 2009 increased 17% to $320.6 million

·Operating income from continuing operations for the first quarter fiscal 2009 increased 43% to a record $43.3 million, reflecting a 23% improvement in operating margin

·Income from continuing operations for the first quarter fiscal 2009 increased 46% to $26.0 million, or $1.54 per diluted share

·Net income for the first quarter fiscal 2009 increased 78% to $24.8 million, or $1.47 per diluted share

Wayne, PA – July 24, 2008 – Triumph Group, Inc. (NYSE: TGI) today reported that net sales for the first quarter of fiscal year ending March 31, 2009 totaled $320.6 million, a seventeen percent increase from last year’s first quarter net sales of $275.0 million.  Income from continuing operations for the first quarter of fiscal year 2009 increased forty-six percent to $26.0 million, or $1.54 per diluted share, versus $17.8 million, or $1.04 per diluted share, for the first quarter of the prior fiscal year.  Net income for the first quarter of fiscal year 2009 increased seventy-eight percent to $24.8 million, or $1.47 per diluted share, versus $13.9 million, or $0.81 per diluted share, for the first quarter of the prior fiscal year.  The number of shares used in computing diluted earnings per share for the first quarter of fiscal year 2009 was 16.9 million shares.   During the quarter, the company generated $14.9 million of cash flow from operations.

The Aerospace Systems segment reported net sales for the quarter of $258.2 million compared to $217.3 million in the prior year period, an increase of nineteen percent.  Operating income for the first quarter of fiscal year 2009 was $46.1 million, compared to $30.3 million for the prior year period, a fifty-two percent increase.  Operating margin improved twenty-eight percent from the prior year’s first quarter to eighteen percent.  Organic sales growth for the quarter was thirteen percent.  Operating income for the quarter included $1.5 million of legal expenses associated with the ongoing trade secret litigation.

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The Aftermarket Services segment reported net sales for the quarter of $63.0 million compared to $58.3 million in the prior year, an eight percent increase, all of which was organic.  Operating income for the first quarter of fiscal year 2009 was $3.9 million, compared to $5.7 million for the prior year period, a thirty-two percent decrease.  Operating results for the quarter included a charge for $1.3 million for the early termination of a maintenance contract. In addition, margins were negatively impacted by an adjustment to the revenue recognized on a power by the hour contract.

Richard C. Ill, Triumph’s President and Chief Executive Officer, said, “We are very proud of the results achieved during the first quarter, particularly the margin improvement in our Aerospace Systems Group.  Even in these times of economic uncertainty, we delivered continued growth in revenue, operating income and earnings.  Our robust backlog should allow us to more than offset the anticipated reductions in airline capacity.”

In commenting on the outlook for the fiscal year 2009, Mr. Ill said, “Based on our strong first quarter performance and our confidence in our ability to generate enhanced operating earnings and profitability for the balance of the year, we now expect that earnings per share from continuing operations for the fiscal year will be in excess of $5.25 per diluted share, which would be a twenty-two percent increase over the prior year, computed on 18.0 million shares. We reaffirm that sales will be in the range of $1.25 to $1.35 billion.”

As previously announced, Triumph Group will hold a conference call tomorrow at 8:30 a.m. (ET) to discuss the fiscal year 2009 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 25^th until August 1^st by calling (888) 266-2081 (Domestic) or (703) 925-2533 (International), passcode #1261661.

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, future operating margins 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, 2008.

FINANCIAL DATA (UNAUDITED) ON FOLLOWING 7 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
	June 30,
	2008			2007
Net Sales	$	320,556		$	275,004
Operating Income	43,328			30,254
Interest Expense and Other	3,427			3,207
Income Tax Expense	13,867			9,236
Income from Continuing Operations	26,034			17,811
Loss from Discontinued Operations, net of tax	(1,203		)	(3,894		)
Net Income	$	24,831		$	13,917
Earnings Per Share - Basic:
Income from Continuing Operations	$	1.59		$	1.08
Loss from Discontinued Operations	$	(0.07	)	$	(0.24	)
Net Income	$	1.52		$	0.85	*
Weighted average common shares outstanding - Basic	16,373			16,458
Earnings Per Share - Diluted:
Income from Continuing Operations	$	1.54		$	1.04
Loss from Discontinued Operations	$	(0.07	)	$	(0.23	)
Net Income	$	1.47		$	0.81
Weighted average common shares outstanding - Diluted	16,891			17,204
Dividends declared and paid per common share	$	0.04		$	0.04

* 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

	June 30,			March 31,
	2008			2008
Assets
Cash	$	13,888		$	13,738
Accounts Receivable, net	199,384			207,975
Inventory	381,400			361,667
Deferred Income Taxes	1,044			1,450
Assets Held for Sale	25,844			24,763
Prepaid Expenses and Other	4,298			5,207
Current Assets	625,858			614,800
Property and Equipment, net	324,295			324,095
Goodwill	384,593			383,740
Intangible Assets, net	75,493			78,488
Other	15,399			13,712
Total Assets	$	1,425,638		$	1,414,835
Liabilities & Stockholders’ Equity
Accounts Payable	$	103,559		$	120,117
Accrued Expenses	74,915			83,397
Liabilities Related to Assets Held for Sale	4,873			4,587
Income Taxes Payable	9,295			1,509
Current Portion of Long-Term Debt	1,036			1,010
Current Liabilities	193,678			210,620
Long-Term Debt, less current portion	414,988			418,803
Income Taxes Payable, non-current	1,459			1,437
Deferred Income Taxes and Other	98,261			91,246
Stockholders’ Equity:
Common Stock, $.001 par value, 50,000,000 shares authorized, 16,578,745 and 16,517,374 shares issued	16			16
Capital in excess of par value	288,991			288,154
Treasury Stock, at cost, 189,679 and 213,950 shares	(10,641		)	(12,003		)
Accumulated other comprehensive income	4,432			2,950
Retained earnings	434,454			413,612
Total Stockholders’ Equity	717,252			692,729
Total Liabilities and Stockholders’ Equity	$	1,425,638		$	1,414,835

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FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

SEGMENT DATA

	Three Months Ended
	June 30,
	2008			2007
Net Sales:
Aerospace Systems	$	258,232		$	217,280
Aftermarket Services	62,968			58,313
Elimination of inter-segment sales	(644		)	(589		)
	$	320,556		$	275,004
Operating Income (Loss):
Aerospace Systems	$	46,070		$	30,329
Aftermarket Services	3,887			5,728
Corporate	(6,629		)	(5,803		)
	$	43,328		$	30,254
Depreciation and Amortization:
Aerospace Systems	$	8,603		$	7,258
Aftermarket Services	3,503			3,202
Corporate	67			63
	$	12,173		$	10,523
Capital Expenditures:
Aerospace Systems	$	9,154		$	7,126
Aftermarket Services	2,147			2,297
Corporate	62			411
	$	11,363		$	9,834

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(Continued)

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, 2008 was $55.5 million with a margin of 17.3%. EBITDA for the three months ended June 30, 2007 was $40.8 million with a margin of 14.8%.

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.

Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):

	Three Months Ended
	June 30,
	2008			2007
Income from Continuing Operations	$	26,034		$	17,811
Add-back:
Income Tax Expense	13,867			9,236
Interest Expense and Other	3,427			3,207
Depreciation and Amortization	12,173			10,523
Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”)	$	55,501		$	40,777
Net Sales	$	320,556		$	275,004
EBITDA Margin	17.3		%	14.8		%

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(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

Non-GAAP Financial Measure Disclosures (continued)

Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):

	Three Months Ended June 30, 2008
				Segment Data
				Aerospace			Aftermarket			Corporate /
	Total			Systems			Services			Eliminations
Income from Continuing Operations	$	26,034
Add-back:
Income Tax Expense	13,867
Interest Expense and Other	3,427
Operating Income (Expense)	$	43,328		$	46,070		$	3,887		$	(6,629	)
Depreciation and Amortization	12,173			8,603			3,503			67
Earnings (Losses) before Interest, Taxes, Depreciation and Amortization (“EBITDA”)	$	55,501		$	54,673		$	7,390		$	(6,562	)
Net Sales	$	320,556		$	258,232		$	62,968		$	(644	)
EBITDA Margin	17.3		%	21.2		%	11.7		%	n/a

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(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

Non-GAAP Financial Measure Disclosures (continued)

Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):

	Three Months Ended June 30, 2007
				Segment Data
				Aerospace			Aftermarket			Corporate /
	Total			Systems			Services			Eliminations
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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(Continued)

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,
	2008			2008
Calculation of Net Debt
Current Portion	$	1,036		$	1,010
Long-term debt	414,988			418,803
Total Debt	416,024			419,813
Less: Cash	13,888			13,738
Net Debt	$	402,136		$	406,075
Calculation of Capital
Net Debt	$	402,136		$	406,075
Stockholders’ equity	717,252			692,729
Total Capital	$	1,119,388		$	1,098,804
Percent of Net Debt to Capital	35.9		%	37.0		%

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