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 23, 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 October 23, 2008, Triumph Group, Inc. issued a press release announcing its financial results for the second fiscal quarter ended September 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 fiscal quarter ended as of September 30, 2008, sales mix was as follows:  commercial was 45% (compared to 44% in the prior full fiscal year), military was 34% (compared to 33% in 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 6% (compared to 9% in prior full fiscal year).

·The top ten programs represented in the backlog were the 777, 737 NG, CH-47, UH60, V-22, 787, A320/321, C-17, 747 and F-15 programs, respectively.

·For the fiscal quarter ended September 30, 2008, Boeing commercial, military and space accounted for 23.8% of net sales.

·For the fiscal quarter ended September 30, 2008, OEM sales represented 67% (compared to 64% in prior full fiscal year), Aftermarket sales represented 27% (the same as in the prior full fiscal year), and Other was 6% (compared to 9% in prior full fiscal year).

·Same store sales for the fiscal quarter ended September 30, 2008 increased 11% over the comparable quarter in the prior fiscal year.  Aerospace Systems same store sales for the fiscal quarter ended September 30, 2008 was $245.2 million, an increase of 11% over the comparable quarter in the prior fiscal year.  All of the Aftermarket Services segment sales for the quarter were organic.

·Export sales for the fiscal quarter ended September 30, 2008 were $68 million, an increase of 17% over the comparable quarter in the prior fiscal year.

·The company’s effective tax rate for the fiscal quarter ended September 30, 2008 was 34.2%.   In the third quarter of fiscal year 2009, the company expects to recognize the tax benefit of the retroactive reinstatement of the Research and Experimentation Tax Credit back to January 1, 2008, resulting in a global effective tax rate for the full year of approximately 32.5%.

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 October 23, 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: October 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 October 23, 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

SECOND QUARTER FISCAL 2009 EARNINGS;

RAISES FISCAL YEAR 2009 GUIDANCE

·Net sales for the second quarter fiscal 2009 increased 16% to $323.4 million

·Operating income for the second quarter fiscal 2009 increased 34% to $42.7 million, reflecting an operating margin of 13.2%

·Earnings per share from continuing operations increased 50% to $1.57 per diluted share

·Net income per share increased 56% to $1.50 per diluted share

·Cash flow from operations more than doubled to $36.1 million

Wayne, PA – October 23, 2008 – Triumph Group, Inc. (NYSE: TGI) today reported that net sales for the second quarter of fiscal year ending March 31, 2009 totaled $323.4 million, a sixteen percent increase from last year’s second quarter net sales of $279.8 million.  Income from continuing operations for the second quarter of fiscal year 2009 increased thirty-nine percent to $26.1 million, or $1.57 per diluted share, versus $18.7 million, or $1.05 per diluted share, for the second quarter of the prior fiscal year.  Net income for the second quarter of fiscal year 2009 increased forty-five percent to $25.0 million, or $1.50 per diluted share, versus $17.2 million, or $0.97 per diluted share, for the second quarter of the prior fiscal year.  The number of shares used in computing diluted earnings per share for the second quarter of fiscal year 2009 was 16.6 million shares.  During the quarter, the company generated $36.1 million of cash flow from operations.

Net sales for the first six months of fiscal year 2009 were $643.9 million, a sixteen percent increase over net sales of $554.8 million last fiscal year.  Income from continuing operations for the first six months of fiscal year 2009 increased forty-three percent to $52.1 million, or $3.14 per diluted share.   Net income for the first six months of fiscal year 2009 increased sixty percent to $49.8 million, or $3.00 per diluted share.  During the six months ended September 30, 2008, the company generated $51.0 million of cash flow from operations.

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The Aerospace Systems segment reported net sales for the quarter of $257.6 million compared to $220.5 million in the prior year period, an increase of seventeen percent.  Operating income for the second quarter of fiscal year 2009 was $46.5 million, compared to $31.1 million for the prior year period, a forty-nine percent increase.  Operating margin increased from fourteen percent in the prior year’s second quarter to eighteen percent.  Organic sales growth for the quarter was eleven percent.  Operating income for the quarter included $0.7 million of legal expenses associated with the ongoing trade secret litigation.  These results were achieved despite lost production due to the work stoppage at Boeing’s Commercial Aircraft division.

The Aftermarket Services segment reported net sales for the quarter of $66.5 million, compared to $60.1 million in the prior year period, an eleven percent increase, all of which was organic.  Operating income for the second quarter of fiscal year 2009 was $2.9 million, compared to $4.8 million for the prior year period, a forty percent decrease.   Losses at the Phoenix APU operations more than offset substantial improvements at most of the other companies within the segment.  Without these losses, operating margin would have been in excess of ten percent.

Richard C. Ill, Triumph’s President and Chief Executive Officer, said, “We had another very strong quarter marked by record sales and operating income, a robust backlog and greatly improved cash generation, which allowed us to reduce borrowings under our revolving credit facility by $22.7 million in the quarter.  We are proud of the continued margin improvement in our Aerospace Systems Group.  While we are disappointed by the execution at our Phoenix APU business, we have already taken actions, which include a management reorganization and workforce reductions, to improve their profitability and position them for future growth.”

In commenting on the outlook for the fiscal year 2009, Mr. Ill said, “Given our strong results through the first six months and assuming that the Boeing strike lasts through November, we now expect that earnings per share from continuing operations for the fiscal year will be in excess of $5.40 per diluted share, computed on 16.7 million shares.”

As previously announced, Triumph Group will hold a conference call tomorrow at 8:30 a.m. (ET) to discuss the fiscal year 2009 second 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 October 24^th until October 31^st by calling (888) 266-2081 (Domestic) or (703) 925-2533 (International), passcode #1292023.

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 company’s website 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, the duration of the Boeing work stoppage, 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

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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, 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 September 30,						Six Months Ended September 30,
	2008			2007			2008			2007
Net Sales	$	323,391		$	279,772		$	643,947		$	554,776
Operating Income	42,714			31,843			86,042			62,097
Interest Expense and Other	3,067			3,566			6,494			6,773
Income Tax Expense	13,578			9,575			27,445			18,811
Income from Continuing Operations	26,069			18,702			52,103			36,513
Loss from Discontinued Operations, net of tax	(1,093		)	(1,472		)	(2,296		)	(5,366		)
Net Income	$	24,976		$	17,230		$	49,807		$	31,147
Earnings Per Share - Basic:
Income from Continuing Operations	$	1.59		$	1.13		$	3.18		$	2.21
Loss from Discontinued Operations	$	(0.07	)	$	(0.09	)	$	(0.14	)	$	(0.33	)
Net Income	$	1.52		$	1.04		$	3.04		$	1.89	*
Weighted average common shares outstanding - Basic	16,386			16,524			16,379			16,491
Earnings Per Share - Diluted:
Income from Continuing Operations	$	1.57		$	1.05		$	3.14		$	2.08
Loss from Discontinued Operations	$	(0.07	)	$	(0.08	)	$	(0.14	)	$	(0.31	)
Net Income	$	1.50		$	0.97		$	3.00		$	1.78	*
Weighted average common shares outstanding - Diluted	16,607			17,827			16,619			17,539
Dividends declared and paid per common share	$	0.04		$	0.04		$	0.08		$	0.08

* 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

	September 30,			March 31,
	2008			2008
Assets
Cash	$	13,065		$	13,738
Accounts Receivable, net	190,807			207,975
Inventory	382,117			361,667
Deferred Income Taxes	1,130			1,450
Assets Held for Sale	26,253			24,763
Prepaid Expenses and Other	6,651			5,207
Current Assets	620,023			614,800
Property and Equipment, net	327,849			324,095
Goodwill	383,939			383,740
Intangible Assets, net	72,480			78,488
Other	15,192			13,712
Total Assets	$	1,419,483		$	1,414,835
Liabilities & Stockholders’ Equity
Accounts Payable	$	92,624		$	120,117
Accrued Expenses	85,173			83,397
Liabilities Related to Assets Held for Sale	4,389			4,587
Income Taxes Payable	856			1,509
Current Portion of Long-Term Debt	4,548			1,010
Current Liabilities	187,590			210,620
Long-Term Debt, less current portion	389,204			418,803
Income Taxes Payable, non-current	1,463			1,437
Deferred Income Taxes and Other	100,904			91,246
Stockholders’ Equity:
Common Stock, $.001 par value, 50,000,000 shares authorized, 16,580,337 and 16,517,374 shares issued	16			16
Capital in excess of par value	289,816			288,154
Treasury Stock, at cost, 189,679 and 213,950 shares	(10,552		)	(12,003		)
Accumulated other comprehensive income	2,289			2,950
Retained earnings	458,753			413,612
Total Stockholders’ Equity	740,322			692,729
Total Liabilities and Stockholders’ Equity	$	1,419,483		$	1,414,835

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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,
	2008			2007			2008			2007
Net Sales:
Aerospace Systems	$	257,569		$	220,511		$	515,801		$	437,791
Aftermarket Services	66,481			60,054			129,449			118,367
Elimination of inter-segment sales	(659		)	(793		)	(1,303		)	(1,382		)
	$	323,391		$	279,772		$	643,947		$	554,776
Operating Income (Loss):
Aerospace Systems	$	46,515		$	31,135		$	92,585		$	61,464
Aftermarket Services	2,896			4,825			6,783			10,553
Corporate	(6,697		)	(4,117		)	(13,326		)	(9,920		)
	$	42,714		$	31,843		$	86,042		$	62,097
Depreciation and Amortization:
Aerospace Systems	$	8,787		$	7,353		$	17,390		$	14,611
Aftermarket Services	3,532			3,034			7,035			6,236
Corporate	66			70			133			133
	$	12,385		$	10,457		$	24,558		$	20,980
Capital Expenditures:
Aerospace Systems	$	8,757		$	6,531		$	17,911		$	13,657
Aftermarket Services	4,335			5,034			6,482			7,331
Corporate	425			134			487			545
	$	13,517		$	11,699		$	24,880		$	21,533

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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 September 30, 2008 was $55.1 million with a margin of 17.0%.  EBITDA for the three months ended September 30, 2007 was $42.3 million with a margin of 15.1%.  EBITDA for the six months ended September 30, 2008 was $110.6 million with a margin of 17.2%. EBITDA for the six months ended September 30, 2007 was $83.1 million with a margin of 15.0%.

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,
	2008			2007			2008			2007
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):
Income from Continuing Operations	$	26,069		$	18,702		$	52,103		$	36,513
Add-back:
Income Tax Expense	13,578			9,575			27,445			18,811
Interest Expense and Other	3,067			3,566			6,494			6,773
Depreciation and Amortization	12,385			10,457			24,558			20,980
Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”)	$	55,099		$	42,300		$	110,600		$	83,077
Net Sales	$	323,391		$	279,772		$	643,947		$	554,776
EBITDA Margin	17.0		%	15.1		%	17.2		%	15.0		%

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FINANCIAL DATA  (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

Non-GAAP Financial Measure Disclosures (continued)

	Three Months Ended September 30, 2008
				Segment Data
	Total			Aerospace Systems			Aftermarket Services			Corporate / Eliminations
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):
Income from Continuing Operations	$	26,069
Add-back:
Income Tax Expense	13,578
Interest Expense and Other	3,067
Operating Income (Expense)	$	42,714		$	46,515		$	2,896		$	(6,697	)
Depreciation and Amortization	12,385			8,787			3,532			66
Earnings (Losses) before Interest, Taxes, Depreciation and Amortization (“EBITDA”)	$	55,099		$	55,302		$	6,428		$	(6,631	)
Net Sales	$	323,391		$	257,569		$	66,481		$	(659	)
EBITDA Margin	17.0		%	21.5		%	9.7		%	n/a

	Six Months Ended September 30, 2008
				Segment Data
	Total			Aerospace Systems			Aftermarket Services			Corporate / Eliminations
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):
Income from Continuing Operations	$	52,103
Add-back:
Income Tax Expense	27,445
Interest Expense and Other	6,494
Operating Income (Expense)	$	86,042		$	92,585		$	6,783		$	(13,326	)
Depreciation and Amortization	24,558			17,390			7,035			133
Earnings (Losses) before Interest, Taxes, Depreciation and Amortization (“EBITDA”)	$	110,600		$	109,975		$	13,818		$	(13,193	)
Net Sales	$	643,947		$	515,801		$	129,449		$	(1,303	)
EBITDA Margin	17.2		%	21.3		%	10.7		%	n/a

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FINANCIAL DATA  (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

Non-GAAP Financial Measure Disclosures (continued)

	Three Months Ended September 30, 2007
				Segment Data
	Total			Aerospace Systems			Aftermarket Services			Corporate / Eliminations
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):
Income from Continuing Operations	$	18,702
Add-back:
Income Tax Expense	9,575
Interest Expense and Other	3,566
Operating Income (Expense)	$	31,843		$	31,135		$	4,825		$	(4,117	)
Depreciation and Amortization	10,457			7,353			3,034			70
Earnings (Losses) before Interest, Taxes, Depreciation and Amortization (“EBITDA”)	$	42,300		$	38,488		$	7,859		$	(4,047	)
Net Sales	$	279,772		$	220,511		$	60,054		$	(793	)
EBITDA Margin	15.1		%	17.5		%	13.1		%	n/a

	Six Months Ended September 30, 2007
				Segment Data
	Total			Aerospace Systems			Aftermarket Services			Corporate / Eliminations
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):
Income from Continuing Operations	$	36,513
Add-back:
Income Tax Expense	18,811
Interest Expense and Other	6,773
Operating Income (Expense)	$	62,097		$	61,464		$	10,553		$	(9,920	)
Depreciation and Amortization	20,980			14,611			6,236			133
Earnings (Losses) before Interest, Taxes, Depreciation and Amortization (“EBITDA”)	$	83,077		$	76,075		$	16,789		$	(9,787	)
Net Sales	$	554,776		$	437,791		$	118,367		$	(1,382	)
EBITDA Margin	15.0		%	17.4		%	14.2		%	n/a

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FINANCIAL DATA  (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

Non-GAAP Financial Measure Disclosures (continued)

Management believes that “Net Debt to Capital” provides the reader a good measure of financial leverage.

The following table sets forth the computation of Net Debt to Capital:

	September 30,			March 31,
	2008			2008
Calculation of Net Debt
Current Portion	$	4,548		$	1,010
Long-term debt	389,204			418,803
Total Debt	393,752			419,813
Less: Cash	13,065			13,738
Net Debt	$	380,687		$	406,075
Calculation of Capital
Net Debt	$	380,687		$	406,075
Stockholders’ equity	740,322			692,729
Total Capital	$	1,121,009		$	1,098,804
Percent of Net Debt to Capital	34.0		%	37.0		%

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