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 2.02Results of Operations and Financial Condition.

On January 29, 2009, Triumph Group, Inc. issued a press release announcing its financial results for the third fiscal quarter ended December 31, 2008 and the following day 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 December 31, 2008, sales mix was as follows:  commercial was 39% (compared to 44% in the prior full fiscal year), military was 38% (compared to 33% in prior full fiscal year), regional jets were 6% (compared to 5% in the prior full fiscal year), business jets were 10% (compared to 9% in the prior full fiscal year) and non-aviation was 7% (compared to 9% in prior full fiscal year).

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

·For the fiscal quarter ended December 31, 2008, Boeing commercial, military and space accounted for 23.0% of net sales.

·For the fiscal quarter ended December 31, 2008, OEM sales represented 64% (the same as in the prior full fiscal year), Aftermarket sales represented 29% (compared to 27% in the prior full fiscal year), and Other was 7% (compared to 9% in prior full fiscal year).

·Same store sales for the fiscal quarter ended December 31, 2008 increased 1% over the comparable quarter in the prior fiscal year.  Aerospace Systems same store sales for the fiscal quarter ended December 31, 2008 was $215.6 million, an increase of 1% 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 December 31, 2008 were $64.7 million, an increase of 13% over the comparable quarter in the prior fiscal year.

·The company’s effective tax rate for the fiscal quarter ended December 31, 2008 was 24.1%.   The company recognized the tax benefit of the retroactive reinstatement of the Research and Experimentation Tax Credit back to January 1, 2008.  For the remainder of the fiscal year the global effective tax rate will be approximately 33%.

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.

2

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
99.1	Press Release dated January 29, 2009

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: February 4, 2009		TRIUMPH GROUP, INC.
	By:	/s/ John B. Wright, II
		John B. Wright, II
		Vice President, General Counsel and Secretary

4

TRIUMPH GROUP, INC.

CURRENT REPORT ON FORM 8-K

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated January 29, 2009

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 STRONG

THIRD QUARTER FISCAL 2009 EARNINGS;

AFFIRMS FISCAL YEAR 2009 GUIDANCE

·Net sales for the third quarter fiscal 2009 increased 4% over the prior fiscal year to $285.2 million

·Operating income for the third quarter fiscal 2009 increased 6% to $30.4 million, reflecting an operating margin of 10.7%

·Backlog increased to $1.28 billion, an increase of 4% over prior year and 2% sequentially

·Earnings per share from continuing operations increased 33% to $1.33 per diluted share

·Net income per share increased 37% to $1.28 per diluted share

Wayne, PA — January 29, 2009 — Triumph Group, Inc. (NYSE: TGI) today reported that net sales for the third quarter of fiscal year ending March 31, 2009 totaled $285.2 million, a four percent increase from last year’s third quarter net sales of $275.1 million.  Income from continuing operations for the third quarter of fiscal year 2009 increased twenty-two percent to $21.9 million, or $1.33 per diluted share, versus $17.9 million, or $1.00 per diluted share, for the third quarter of the prior fiscal year.  Net income for the third quarter of fiscal year 2009 increased twenty-six percent to $21.1 million, or $1.28 per diluted share, versus $16.7 million, or $0.93 per diluted share, for the third quarter of the prior fiscal year.  The number of shares used in computing diluted earnings per share for the third quarter of fiscal year 2009 was 16.6 million shares.  During the quarter, the company generated $25.8 million of cash flow from operations.

Net sales for the first nine months of fiscal year 2009 were $929.2 million, a twelve percent increase over net sales of $829.9 million last fiscal year.  Income from continuing operations for the first nine months of fiscal year 2009 increased thirty-six percent to $74.0 million, or $4.47 per diluted share.  Net income for the first nine months of fiscal year 2009 increased forty-eight percent to $70.9 million, or $4.28 per diluted share.  During the nine months ended December 31, 2008, the company generated $76.8 million of cash flow from operations.

-More-

The Aerospace Systems segment reported net sales for the quarter of $222.8 million compared to $213.0 million in the prior year period, an increase of five percent.  Current quarter sales were impacted by an estimated $26.0 million due to the machinists strike at Boeing.  The organic sales growth for the quarter was estimated to be approximately nine percent after adjusting for the effect of the Boeing strike.  Operating income for the third quarter of fiscal year 2009 was $34.3 million, compared to $26.1 million for the prior year period, a thirty-one percent increase.  Operating margin increased from twelve percent in the prior year’s third quarter to fifteen percent.    Operating income for the quarter included $0.6 million of legal expenses associated with the ongoing trade secret litigation.  The segment’s operating results were impacted by a number of unusual items including the Boeing strike, a charge to align the treatment of non-recurring engineering costs, a charge to terminate a defined benefit pension plan and a favorable settlement of a retroactive pricing agreement.  The net unfavorable impact of these items on the quarter’s operating income was estimated to be approximately $2.8 million.

The Aftermarket Services segment reported net sales for the quarter of $63.1 million, compared to $62.7 million in the prior year period, a one percent increase, all of which was organic.  Operating income for the third quarter of fiscal year 2009 was $2.2 million, compared to $6.5 million for the prior year period, a sixty-six percent decrease.  The segment’s results continue to be significantly impacted by losses at the Phoenix APU operations resulting from residual execution issues.  Excluding these operations, the segment’s year over year revenue growth was fifteen percent and operating margin was in excess of ten percent.

During the quarter, the company retired $10.0 million of its convertible notes for $8.2 million cash and recorded a $1.8 million pre-tax gain on the early extinguishment of the debt.  Also, during the quarter, the company wrote off $0.5 million of acquisition-related costs on a potential acquisition that was not consummated.  The effective tax rate for the quarter was lower than the prior fiscal year primarily as a result of the retroactive reinstatement of the research and development tax credit.

Richard C. Ill, Triumph’s President and Chief Executive Officer, said, “We are very proud of the results achieved during the third quarter.  We delivered strong cash flow and earnings despite the impact of the Boeing strike, which affected shipments throughout our company for a longer period than we originally projected.  Our management of working capital continues to improve and we remain focused on controlling costs.  We believe that our broad and diverse product offerings and our underlying entrepreneurial culture allow us to capitalize on new opportunities that may present themselves in this uncertain environment.”

In commenting on the outlook for fiscal year 2009, Mr. Ill said, “We are maintaining our prior guidance that earnings per share from continuing operations for the fiscal year will be in excess of $5.40 per diluted share, computed on approximately 16.7 million shares.  This guidance reflects our strong backlog position as well as the short term challenges associated with resumption of production following the Boeing strike and the impact of the delay in production of the Boeing 747-8 and 787 aircrafts.”

As previously announced, Triumph Group will hold a conference call tomorrow at 8:30 a.m. (ET) to discuss the fiscal year 2009 third 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 January 30th until February 6th by calling (888) 266-2081 (Domestic) or (703) 925-2533 (International), passcode #1323587.

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

-More-

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, 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 fiscal year ended March 31, 2008.

FINANCIAL DATA (UNAUDITED) ON FOLLOWING 7 PAGES

-More-

FINANCIAL DATA  (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(in thousands, except per share data)

CONDENSED STATEMENTS OF INCOME

	Three Months Ended December 31,						Nine Months Ended December 31,
	2008			2007			2008			2007
Net Sales	$	285,243		$	275,099		$	929,190		$	829,875
Operating Income	30,431			28,726			116,473			90,823
Interest Expense and Other	3,305			3,310			9,799			10,083
Gain on Early Extinguishment of Debt	(1,777		)	0			(1,777		)	0
Income Tax Expense	6,957			7,493			34,402			26,304
Income from Continuing Operations	21,946			17,923			74,049			54,436
Loss from Discontinued Operations, net of tax	(818		)	(1,206		)	(3,114		)	(6,572		)
Net Income	$	21,128		$	16,717		$	70,935		$	47,864
Earnings Per Share - Basic:
Income from Continuing Operations	$	1.34		$	1.08		$	4.52		$	3.30
Loss from Discontinued Operations	$	(0.05	)	$	(0.07	)	$	(0.19	)	$	(0.40	)
Net Income	$	1.29		$	1.01		$	4.33		$	2.90
Weighted average common shares outstanding - Basic	16,387			16,563			16,382			16,515
Earnings Per Share - Diluted:
Income from Continuing Operations	$	1.33		$	1.00		$	4.47		$	3.07
Loss from Discontinued Operations	$	(0.05	)	$	(0.07	)	$	(0.19	)	$	(0.37	)
Net Income	$	1.28		$	0.93		$	4.28		$	2.70
Weighted average common shares outstanding - Diluted	16,551			18,002			16,584			17,706
Dividends declared and paid per common share	$	0.04		$	0.04		$	0.12		$	0.12

-More-

(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands, except per share data)

BALANCE SHEET

	December 31,			March 31,
	2008			2008
Assets
Cash	$	16,828		$	13,738
Accounts Receivable, net	180,343			207,975
Inventory	366,026			350,937
Rotable Assets (1)	26,262			23,392
Deferred Income Taxes	67			1,450
Assets Held for Sale	29,834			24,763
Prepaid Expenses and Other	6,993			5,207
Current Assets	626,353			627,462
Property and Equipment, net	311,753			311,433
Goodwill	383,873			383,740
Intangible Assets, net	69,725			78,488
Other	13,454			13,712
Total Assets	$	1,405,158		$	1,414,835
Liabilities & Stockholders’ Equity
Accounts Payable	$	79,295		$	120,117
Accrued Expenses	78,219			83,397
Liabilities Related to Assets Held for Sale	3,535			4,587
Income Taxes Payable	796			1,509
Current Portion of Long-Term Debt	79,562			1,010
Current Liabilities	241,407			210,620
Long-Term Debt, less current portion	297,291			418,803
Income Taxes Payable, non-current	1,472			1,437
Deferred Income Taxes and Other	106,340			91,246
Stockholders’ Equity:
Common Stock, $.001 par value, 50,000,000 shares authorized, 16,763,984 and 16,731,324 shares issued	16			16
Capital in excess of par value	290,565			288,154
Treasury Stock, at cost, 187,207 and 213,950 shares	(10,503		)	(12,003		)
Accumulated other comprehensive income	(626		)	2,950
Retained earnings	479,196			413,612
Total Stockholders’ Equity	758,648			692,729
Total Liabilities and Stockholders’ Equity	$	1,405,158		$	1,414,835

(1)Rotable assets, which include assets that can be repaired and reused in exchange transactions through our maintenance, repair and overhaul services, of $23,392 as of March 31, 2008, includes $10,730 and $12,662 that were previously reported in inventory and property and equipment, net, respectively.

-More-

(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

SEGMENT DATA

	Three Months Ended December 31,						Nine Months Ended December 31,
	2008			2007			2008			2007
Net Sales:
Aerospace Systems	$	222,751		$	213,025		$	738,552		$	650,816
Aftermarket Services	63,107			62,728			192,556			181,095
Elimination of inter-segment sales	(615		)	(654		)	(1,918		)	(2,036		)
	$	285,243		$	275,099		$	929,190		$	829,875
Operating Income (Loss):
Aerospace Systems	$	34,269		$	26,095		$	126,854		$	87,559
Aftermarket Services	2,219			6,519			9,002			17,072
Corporate	(6,057		)	(3,888		)	(19,383		)	(13,808		)
	$	30,431		$	28,726		$	116,473		$	90,823
Depreciation and Amortization:
Aerospace Systems	$	8,498		$	7,423		$	25,888		$	22,034
Aftermarket Services	3,171			3,266			10,206			9,502
Corporate	58			64			191			197
	$	11,727		$	10,753		$	36,285		$	31,733
Capital Expenditures:
Aerospace Systems	$	6,097		$	12,219		$	24,008		$	25,876
Aftermarket Services	1,684			2,715			6,676			8,365
Corporate	81			162			568			707
	$	7,862		$	15,096		$	31,252		$	34,948

-More-

(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 December 31, 2008

was $42.2 million with a margin of 14.8%.  EBITDA for the three months ended December 31, 2007 was $39.5 million with

a margin of 14.4%.  EBITDA for the nine months ended December 31, 2008 was $152.8 million with a margin of 16.4%.

EBITDA for the nine months ended December 31, 2007 was $122.6 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	Three Months Ended December 31,						Nine Months Ended December 31,
Amortization (EBITDA):	2008			2007			2008			2007
Income from Continuing Operations	$	21,946		$	17,923		$	74,049		$	54,436
Add-back:
Income Tax Expense	6,957			7,493			34,402			26,304
Gain on Early Extinguishment of Debt	(1,777		)	0			(1,777		)	0
Interest Expense and Other	3,305			3,310			9,799			10,083
Depreciation and Amortization	11,727			10,753			36,285			31,733
Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”)	$	42,158		$	39,479		$	152,758		$	122,556
Net Sales	$	285,243		$	275,099		$	929,190		$	829,875
EBITDA Margin	14.8		%	14.4		%	16.4		%	14.8		%

-More-

(Continued)

FINANCIAL DATA  (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

Non-GAAP Financial Measure Disclosures (continued)

	Three Months Ended December 31, 2008
				Segment Data
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):	Total			Aerospace Systems			Aftermarket Services			Corporate / Eliminations
Income from Continuing Operations	$	21,946
Add-back:
Income Tax Expense	6,957
Gain on Early Extinguishment of Debt	(1,777		)
Interest Expense and Other	3,305
Operating Income (Expense)	$	30,431		$	34,269		$	2,219		$	(6,057	)
Depreciation and Amortization	11,727			8,498			3,171			58
Earnings (Losses) before Interest, Taxes, Depreciation and Amortization (“EBITDA”)	$	42,158		$	42,767		$	5,390		$	(5,999	)
Net Sales	$	285,243		$	222,751		$	63,107		$	(615	)
EBITDA Margin	14.8		%	19.2		%	8.5		%	n/a

	Nine Months Ended December 31, 2008
				Segment Data
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):	Total			Aerospace Systems			Aftermarket Services			Corporate / Eliminations
Income from Continuing Operations	$	74,049
Add-back:
Income Tax Expense	34,402
Gain on Early Extinguishment of Debt	(1,777		)
Interest Expense and Other	9,799
Operating Income (Expense)	$	116,473		$	126,854		$	9,002		$	(19,383	)
Depreciation and Amortization	36,285			25,888			10,206			191
Earnings (Losses) before Interest, Taxes, Depreciation and Amortization (“EBITDA”)	$	152,758		$	152,742		$	19,208		$	(19,192	)
Net Sales	$	929,190		$	738,552		$	192,556		$	(1,918	)
EBITDA Margin	16.4		%	20.7		%	10.0		%	n/a

-More-

(Continued)

FINANCIAL DATA  (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

Non-GAAP Financial Measure Disclosures (continued)

	Three Months Ended December 31, 2007
				Segment Data
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):	Total			Aerospace Systems			Aftermarket Services			Corporate / Eliminations
Income from Continuing Operations	$	17,923
Add-back:
Income Tax Expense	7,493
Interest Expense and Other	3,310
Operating Income (Expense)	$	28,726		$	26,095		$	6,519		$	(3,888	)
Depreciation and Amortization	10,753			7,423			3,266			64
Earnings (Losses) before Interest, Taxes, Depreciation and Amortization (“EBITDA”)	$	39,479		$	33,518		$	9,785		$	(3,824	)
Net Sales	$	275,099		$	213,025		$	62,728		$	(654	)
EBITDA Margin	14.4		%	15.7		%	15.6		%	n/a

	Nine Months Ended December 31, 2007
				Segment Data
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):	Total			Aerospace Systems			Aftermarket Services			Corporate / Eliminations
Income from Continuing Operations	$	54,436
Add-back:
Income Tax Expense	26,304
Interest Expense and Other	10,083
Operating Income (Expense)	$	90,823		$	87,559		$	17,072		$	(13,808	)
Depreciation and Amortization	31,733			22,034			9,502			197
Earnings (Losses) before Interest, Taxes, Depreciation and Amortization (“EBITDA”)	$	122,556		$	109,593		$	26,574		$	(13,611	)
Net Sales	$	829,875		$	650,816		$	181,095		$	(2,036	)
EBITDA Margin	14.8		%	16.8		%	14.7		%	n/a

-More-

(Continued)

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:

	December 31,			March 31,
	2008			2008
Calculation of Net Debt
Current Portion	$	79,562		$	1,010
Long-term debt	297,291			418,803
Total Debt	376,853			419,813
Less: Cash	16,828			13,738
Net Debt	$	360,025		$	406,075
Calculation of Capital
Net Debt	$	360,025		$	406,075
Stockholders’ equity	758,648			692,729
Total Capital	$	1,118,673		$	1,098,804
Percent of Net Debt to Capital	32.2		%	37.0		%

######