10-Q

United States

Securities and Exchange Commission

Washington, D.C.  20549

FORM 10-Q

ý	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the Quarterly Period Ended June 30, 2004.
or
o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the Transition Period From               to
Commission File Number: 1-12235

TRIUMPH GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	51-0347963
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1550 Liberty Ridge, Suite 100 Wayne, PA	19087
(Address of principal executive offices)	(Zip Code)
(610) 251-1000
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ý No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.  Yes ý No o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.

Common Stock, par value $0.001 per share, 15,860,064 shares as of July 26, 2004.

TRIUMPH GROUP, INC.

INDEX

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Part I.  Financial Information

Item: 1.  Financial Statements

Triumph Group, Inc.

Consolidated Balance Sheets

(dollars in thousands)

	JUNE 30, 2004		MARCH 31, 2004
	(unaudited)
ASSETS
Current assets:
Cash	$	6,568	$	6,766
Accounts receivable, net	111,448		122,273
Inventories	208,590		206,751
Assets held for sale	28,503		28,296
Income tax refund receivable	3,934		8,829
Prepaid expenses and other	3,633		3,801
Total current assets	362,676		376,716
Property and equipment, net	244,943		248,626
Goodwill	267,990		267,621
Intangible assets, net	26,448		27,514
Other, net	16,336		15,371
Total assets	$	918,393	$	935,848

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Triumph Group, Inc.

Consolidated Balance Sheets (continued)

(dollars in thousands, except per share data)

	JUNE 30, 2004			MARCH 31, 2004
	(unaudited)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	50,669		$	55,259
Accrued expenses	46,539			49,771
Liabilities related to assets held for sale	8,938			8,809
Income taxes payable	2,453			1,533
Deferred income taxes	1,444			1,444
Current portion of long-term debt	4,687			4,884
Total current liabilities	114,730			121,700
Long-term debt, less current portion	207,585			220,963
Deferred income taxes and other	78,193			78,069
Stockholders’ equity:
Common stock, $.001 par value, 50,000,000 shares authorized, 16,027,324 shares issued	16			16
Capital in excess of par value	259,322			259,322
Treasury stock, at cost, 167,260 shares	(4,152		)	(4,152		)
Accumulated other comprehensive income	1,318			1,408
Retained earnings	261,381			258,522
Total stockholders’ equity	517,885			515,116
Total liabilities and stockholders’ equity	$	918,393		$	935,848

SEE ACCOMPANYING NOTES

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Triumph Group, Inc.

Consolidated Statements of Income

(in thousands, except per share data)

(unaudited)

	THREE MONTHS ENDED JUNE 30,
	2004		2003
Net sales	$	165,353	$	140,629
Operating costs and expenses:
Cost of products sold	126,157		100,406
Selling, general, and administrative	25,178		19,071
Depreciation and amortization	7,571		6,479
	158,906		125,956
Operating income	6,447		14,673
Interest expense and other	3,257		2,833
Income from continuing operations before income taxes	3,190		11,840
Income tax expense	1,085		4,203
Income from continuing operations	2,105		7,637
Income (loss) from discontinued operations, net	754		(557		)
Net income	$	2,859	$	7,080
Earnings per share – basic:
Income from continuing operations	$	0.13	$	0.48
Income (loss) from discontinued operations, net	0.05		(0.04		)
Net income	$	0.18	$	0.45	*
Weighted average common shares outstanding – basic	15,860		15,835
Earnings per share – diluted:
Income from continuing operations	$	0.13	$	0.48
Income (loss) from discontinued operations, net	0.05		(0.04		)
Net income	$	0.18	$	0.45	*
Weighted average common shares outstanding – diluted	15,935		15,883

*Difference due to rounding.

SEE ACCOMPANYING NOTES.

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Triumph Group, Inc.

Consolidated Statements of Cash Flows

(dollars in thousands)

(unaudited)

	THREE MONTHS ENDED JUNE 30,
	2004			2003
OPERATING ACTIVITIES
Net income	$	2,859		$	7,080
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	7,571			6,479
Other amortization included in interest expense	183			116
Provision for doubtful accounts receivable	1,068			164
Changes in other current assets and liabilities, excluding the effects of acquisitions:
Accounts receivable	9,736			2,357
Inventories	(757		)	(5,877		)
Prepaid expenses and other	150			181
Accounts payable, accrued expenses, accrued income taxes payable, and income tax refund receivable	(3,484		)	(11,714		)
Changes in discontinued operations	(78		)	(1,122		)
Other	(53		)	(2,171		)
Net cash provided by (used in) operating activities	17,195			(4,507		)
INVESTING ACTIVITIES
Capital expenditures	(2,974		)	(7,211		)
Proceeds from sale of assets	136			305
Cash used for businesses acquired	(62		)	(15,019		)
Net cash used in investing activities	(2,900		)	(21,925		)

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Triumph Group, Inc.

Consolidated Statements of Cash Flows (continued)

(dollars in thousands)

(unaudited)

	THREE MONTHS ENDED JUNE 30,
	2004			2003
FINANCING ACTIVITIES
Net (decrease) increase in revolving credit facility borrowings	$	(12,982	)	$	27,711
Repayment of debt and capital lease obligations	(593		)	(793		)
Payment of deferred financing cost	(906		)	—
Proceeds from exercise of stock options	—			8
Net cash (used in) provided by financing activities	(14,481		)	26,926
Effect of exchange rate changes on cash	(12		)	44
Net change in cash	(198		)	538
Cash at beginning of period	6,766			8,583
Cash at end of period	$	6,568		$	9,121
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes, net of refunds	$	(4,372	)	$	2,866
Cash paid for interest	5,256			4,974

SEE ACCOMPANYING NOTES.

5

Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(Unaudited)

1.  BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended June 30, 2004 are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 2005.  For further information, refer to the consolidated financial statements and footnotes thereto included in Triumph Group, Inc.’s (the “Company”) Annual Report on Form 10-K for the fiscal year ended March 31, 2004.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

The Company designs, engineers, manufactures or repairs and overhauls aircraft components and industrial gas turbine components and accessories for commercial airlines, air cargo carriers, and original equipment manufacturers of aircraft and aircraft components and power generation equipment on a worldwide basis.

USE OF ESTIMATES

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

CONCENTRATION OF CREDIT RISK

During the three months ended June 30, 2004 and 2003, the Company had foreign sales of $34,378 and $28,129, respectively.

STOCK-BASED EMPLOYEE COMPENSATION

The Company has a number of stock-related compensation plans, including stock option and restricted stock plans, which are described in Note 2, Note 7 and Note 9 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004.

The Company uses the interim financial statement disclosure requirements of Statement of Financial Accounting Standards (“SFAS”) No. 148 “Accounting for Stock-Based Compensation – Transition and Disclosure,” which amends SFAS No. 123 “Accounting for Stock-Based Compensation.”  The Company continues to use the accounting method under Accounting Principles Board Opinion No. 25 (“APB 25”) and related interpretations in accounting for its employee stock options.  Under APB 25, generally, when the exercise price of the Company’s employee stock options equals the market price of the underlying stock on the date of grant, no compensation cost is recognized.

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The fair value of the Company’s stock options granted in the first quarter of fiscal 2005 was estimated at the date of grant using a Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 3.7%; no dividends; a volatility factor of the expected market price of the Company’s Common stock of ..41; and an expected life of the options of 6 years.  No options were granted during the first quarter of fiscal 2004.

For purposes of pro forma disclosure, the fair value of the options ($15.47 for the options granted in the first quarter of fiscal 2005) is amortized to expense over the options’ assumed vesting period.  Pro forma disclosure, as required by SFAS No. 148, regarding net income and earnings per share has been determined as if the Company had accounted for its employee stock options under the fair value method.

Pro Forma Net Income and Earnings Per Share

	THREE MONTHS ENDED JUNE 30,
	2004			2003
Net income, as reported	$	2,859		$	7,080
Stock-based employee compensation cost, net of related tax benefits, included in reported net income	—			87
Stock-based employee compensation cost, net of related tax benefits, determined under the fair value method	(500		)	(506		)
Pro forma net income	$	2,359		$	6,661
Earnings per share – basic:
Net income, as reported	$	0.18		$	0.45
Pro forma net income	$	0.15		$	0.42
Earnings per share – diluted:
Net income, as reported	$	0.18		$	0.45
Pro forma net income	$	0.15		$	0.42

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INTANGIBLE ASSETS

Intangible assets cost and accumulated amortization at June 30, 2004 were $49,609 and $23,161, respectively.  Intangible assets cost and accumulated amortization at March 31, 2004 were $49,609 and $22,095, respectively.  Intangible assets consists of two major classes: (i) product rights and licenses, which at June 30, 2004 had a weighted-average life of 11.2 years, and (ii) non-compete agreements and other, which at June 30, 2004 had a weighted-average life of 12.4 years.  Gross cost and accumulated amortization of product rights and licenses at June 30, 2004 were $37,108 and $15,013, respectively, and at March 31, 2004 were $37,108 and $14,143, respectively.  Gross cost and accumulated amortization of noncompete agreements and other at June 30, 2004 were $12,501 and $8,148, respectively and at March 31, 2004 were $12,501 and $7,952, respectively.  Amortization expense for the three months ended June 30, 2004 was $1,066.  Amortization expense for the fiscal year ended March 31, 2005 and the succeeding five fiscal years by year is expected to be as follows: 2005: $4,258; 2006: $4,151; 2007: $4,055; 2008: $3,972; 2009: $3,825; 2010: $3,595.

3.  ACQUISITIONS

The purchase price of the acquisition in the fourth quarter of fiscal 2004 of Rolls-Royce Gear Systems, Inc., renamed Triumph Gear Systems, Inc., has not been finalized and is subject to the final negotiation of the values on the closing balance sheet.  Also, the Company has retained the services of an independent appraisal firm to assist in the valuation of certain intangible assets acquired as part of the acquisition of Triumph Gear Systems, Inc.  The Company expects to finalize its purchase price with the seller and the purchase price allocation for this acquisition in the second quarter of fiscal 2005.

The purchase price has not been finalized in one of the acquisitions from fiscal 2003 due to an amount held in escrow relating to certain elements of the purchase price that are subject to change pursuant to agreement on a closing balance sheet.  The disposition of the escrow funds are not expected to materially affect purchase accounting.

The following unaudited pro forma information for the three months ended June 30, 2003 have been prepared assuming the acquisition of Triumph Gear Systems, Inc. and the assets of Parker Hannifin’s United Aircraft Products Division, being operated by the Company’s subsidiary, Triumph Thermal Systems, Inc., had occurred on April 1, 2003.  The pro forma information is as follows: Net sales: $155,085; Net income: $7,427; Net income per share — basic: $0.47; and Net income per share — diluted: $0.47.  The unaudited pro forma information includes adjustments for interest expense that would have been incurred to finance the purchase and additional depreciation based on the estimated fair market value of the property and equipment acquired.  The unaudited pro forma financial information is not necessarily indicative of the results of operations as it would have been had the transaction been effected on the assumed date.

4.  INVENTORIES

The components of inventories are as follows:

	JUNE 30, 2004		MARCH 31, 2004
Raw materials	$	79,335	$	68,302
Work-in-process	65,300		65,112
Finished goods	63,955		73,337
Total inventories	$	208,590	$	206,751

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5.  LONG-TERM DEBT

Long-term debt consists of the following:

	JUNE 30, 2004		MARCH 31, 2004
Senior notes	$	150,000	$	150,000
Revolving credit facility	53,639		66,621
Subordinated promissory notes	3,750		3,750
Other debt	4,883		5,476
	212,272		225,847
Less current portion	4,687		4,884
	$	207,585	$	220,963

6.  EARNINGS PER SHARE

The following is a reconciliation between the weighted average outstanding shares used in the calculation of basic and diluted earnings per share:

	THREE MONTHS ENDED JUNE 30,
(in thousands)	2004	2003
Weighted average common shares outstanding - basic	15,860	15,835
Net effect of dilutive stock options	75	48
Weighted average common shares outstanding – diluted	15,935	15,883

Options to purchase 737,250 shares of common stock, at prices ranging from $32.83 per share to $44.91 per share, were outstanding during the first quarter of fiscal 2005.  These options were not included in the computation of diluted earnings per share because the exercise price was greater than the average market price of the common stock during the three months ended June 30, 2004 and, therefore, the effect would be antidilutive.

7.  GOODWILL

The following is a summary of the changes in the carrying value of goodwill from March 31, 2004 through June 30, 2004:

Balance, March 31, 2004	$	267,621
Purchase price allocation adjustments	416
Effect of exchange rate changes	(47		)
Balance, June 30, 2004	$	267,990

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8.  DISCONTINUED OPERATIONS

Revenues from discontinued operations were $12,903 and $10,815 for the three months ended June 30, 2004 and 2003, respectively.  The income (loss) from discontinued operations for the three months ended June 30, 2004 and 2003 was $754, net of income taxes of $388, and $(557), net of income tax benefit of $(306), respectively.  Interest expense of $148 and $139 was allocated to the discontinued operations for the three months ended June 30, 2004 and 2003, respectively.  Such amounts are included in the income (loss) from discontinued operations of those years.

The components of assets held for sale and liabilities related to the assets held for sale of the discontinued operations in the consolidated balance sheet are as follows:

	JUNE 30, 2004		MARCH 31, 2004
Cash	$	140	$	203
Accounts receivable, net	5,383		4,637
Inventories	5,625		6,037
Prepaid expenses and other	48		29
Property and equipment, net	17,307		17,390
Assets held for sale	$	28,503	$	28,296
Accounts Payable	$	4,786	$	4,780
Accrued Expenses	790		667
Deferred income tax	3,362		3,362
Liabilities related to assets held for sale	$	8,938	$	8,809

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

(The following discussion should be read in conjunction with the Consolidated Financial Statements contained elsewhere herein.)

Three months ended June 30, 2004 compared to three months ended June 30, 2003

Net sales.  Net sales increased by $24.7 million, or 17.6%, to $165.4 million for the first quarter of fiscal 2005 from $140.6 million for the prior year period. This increase in net sales is primarily due to two acquisitions completed in fiscal 2004: namely, the May 2003 acquisition of substantially all of the assets of Parker Hannifin’s United Aircraft Products Division, which is being operated by our subsidiary, Triumph Thermal Systems, Inc., and the January 2004 acquisition of Rolls-Royce Gear Systems, Inc., which was renamed Triumph Gear Systems, Inc., from Rolls-Royce North America Venture I, Inc. (collectively, the “2004 Acquisitions”).  Excluding the effect of acquisitions, net sales increased by $8.7 million, or 6.2%, over the prior year period.  This increase was due to the net effect of a 12.4% increase in net sales to the aviation markets offset by a 43.0% decrease in net sales to the IGT related markets.

Costs of products sold.  Costs of products sold increased by $25.8 million, or 25.6%, to $126.2 million for the first quarter of fiscal 2005 from $100.4 million for the first quarter of fiscal 2004. Cost of products sold increased relative to sales due to the 2004 Acquisitions, as well as increases in healthcare costs.

Gross profit.  Gross profit decreased by $1.0 million, or 2.6%, to $39.2 million for the first quarter of fiscal 2005 from $40.2 million for the first quarter of fiscal 2004. This decrease was primarily due to the negative gross margin in the IGT related activities as well as the increases in healthcare costs, mostly offset by the incremental margin from the 2004 Acquisitions. As a percentage of net sales, gross profit was 23.7% and 28.6% for the first quarter of fiscal 2005 and the first quarter of fiscal 2004, respectively.

Selling, general and administrative expenses.  Selling, general and administrative expenses increased by $6.1 million, or 32.0%, to $25.2 million for the first quarter of fiscal 2005 from $19.1 million for the prior year period, due to the 2004 Acquisitions and increases in legal, regulatory and research and development costs.

Depreciation and amortization.  Depreciation and amortization increased by $1.1 million, or 16.9%, to $7.6 million for the first quarter of fiscal 2005 from $6.5 million for the first quarter of fiscal 2004, primarily due to an increase in depreciation from the assets acquired in connection with the 2004 Acquisitions and due to our capital expenditures made over the last twelve months.

Operating income.  Operating income decreased by $8.2 million, or 56.1%, to $6.4 million for the first quarter of fiscal 2005 from $14.7 million for the prior year period.  The decrease in operating income over the prior year resulted from the decrease in gross profits, increases in selling, general and administrative expenses and depreciation and amortization expenses, partially offset by the operating profits from the acquisitions of the 2004 Acquisitions.

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Interest expense and other. Interest expense and other increased by $0.4 million, or 15.0%, to $3.3 million for the first quarter of fiscal 2005 from $2.8 million for the first quarter of fiscal 2004. This increase was due to both slightly higher interest rates and increased borrowing resulting from the 2004 Acquisitions and our capital expenditure program.

Income tax expense. The effective tax rate was 34.0% for the first quarter of fiscal 2005 and 35.5% for the first quarter of fiscal 2004.

Discontinued Operations. Income from discontinued operations before income taxes was $1.1 million for the first quarter of fiscal 2005 compared with a loss from discontinued operations before income taxes of $0.9 million for the first quarter of fiscal 2004.  The provision for income taxes was $0.4 million in the first quarter of fiscal 2005 compared to a benefit of $0.3 million in the prior year period.

Liquidity and Capital Resources

Our working capital needs are generally funded through cash flows from operations and borrowings under our credit arrangements.  We generated approximately $17.2 million of cash flows from operating activities for the three months ended June 30, 2004.  We used approximately $2.9 million in investing activities and approximately $14.5 million in financing activities for the three months ended June 30, 2004.

As of June 30, 2004, $202.4 million was available under our revolving credit facility (the “Credit Facility”).  On June 30, 2004, an aggregate amount of approximately $53.6 million was outstanding under the Credit Facility, $52.0 million of which was accruing interest at LIBOR plus applicable basis points totaling 3.2% per annum, and $1.6 million of which was accruing interest at the overnight rate of 3.5% per annum.  Amounts repaid under the Credit Facility may be reborrowed.

Capital expenditures were approximately $3.0 million for the three months ended June 30, 2004 primarily for manufacturing machinery and equipment.  We funded these expenditures through borrowings under our Credit Facility.  We expect capital expenditures to be up to $25.0 million for our fiscal year ending March 31, 2005.  The expenditures are expected to be used mainly to expand capacity or replace old equipment at several facilities.

Effective April 1, 2004, we realigned our operating structure into two business groups, Triumph Aerospace Systems Group and Triumph Aftermarket Services Group.  The companies that formerly were included in the Triumph Components Group have been consolidated into these two groups.  In addition, several of the companies will be combined to form a new company, Triumph Engineered Solutions, Inc., which will be part of Triumph Aftermarket Services Group.  The new organization is intended to enhance our ability to deliver better-coordinated solutions for our customers’ needs.  The creation of Triumph Engineered Solutions, Inc. will enable us to more efficiently produce the products used by our customers for their turbine component maintenance requirements.  We anticipate that up to $4.0 million of costs, to be funded by borrowings under our Credit Facility, will be incurred in fiscal 2005 as the consolidation of our Components Group in Phoenix is completed.

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The expected future cash flows for the next five years for long term debt, leases and other obligations are as follows:

	Payments Due by Period ($ in thousands)
Contractual Obligations	Total		Less than 1 year		1-3 years		4-5 years		After 5 years
Long Term Debt (1)	$	210,501	$	2,967	$	65,689	$	20,823	$	121,022
Capital Lease Obligations (1) (2)	1,842		1,790		52		0		0
Operating Leases	64,426		13,105		26,299		13,717		11,305
Operating Leases – discontinued operations	2,230		773		1,005		452		0
Purchase Obligations	104,335		83,765		20,393		177		0
Purchase Obligations-discontinued operations	10,256		10,256		0		0		0
Other Long Term Obligations (1) (2)	816		248		439		129		0
Total	$	394,406	$	112,904	$	113,877	$	35,298	$	132,327

(1) Included in the Company’s balance sheet at June 30, 2004.

(2) Includes interest component.

We believe that cash generated by operations and borrowings under the Credit Facility will be sufficient to meet anticipated cash requirements for our current operations.  However, we have a stated policy to grow through acquisition and are continuously evaluating various acquisition opportunities.  As a result, we currently are pursuing the potential purchase of a number of candidates.  In the event that more than one of these transactions are successfully consummated, the availability under the Credit Facility might be fully utilized and additional funding sources may be needed.  There can be no assurance that such funding sources will be available to us on terms favorable to us, if at all.

Critical Accounting Policies

The Company’s critical accounting policies are discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations and notes accompanying the consolidated financial statements that appear in the Annual Report on Form 10-K for the fiscal year ended March 31, 2004. Except as otherwise disclosed in the financial statements and accompanying notes included in this report, there were no material changes subsequent to the filing of the Annual Report on Form 10-K for the fiscal year ended March 31, 2004 in the Company’s critical accounting policies or in the assumptions or estimates used to prepare the financial information appearing in this report.

Forward Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to our future operations and prospects, including statements that are based on current projections and expectations about the markets in which we operate, and our beliefs concerning future performance and capital requirements based upon current available information.  Such statements are based on our beliefs as well as assumptions made by and information currently available to us.  When used in this document, words like “may”, “might”, “will”, “expect”, “anticipate”, “believe”, “potential”, and similar expressions are intended to identify forward looking statements.  Actual results could differ materially from our current expectations.  For example, there can be no assurance that additional capital will not be required or that additional capital, if required, will be available on reasonable terms, if at all, at such times and in such amounts as may be needed by us.  In addition to these factors, among other factors that could cause actual results to differ materially are uncertainties relating to the integration of acquired

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businesses, general economic conditions affecting our business, dependence of certain of our businesses on certain key customers as well as competitive factors relating to the aviation industry. For a more detailed discussion of these and other factors affecting us, see the risk factors described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2004, filed with the SEC in June 2004.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

For information regarding our exposure to certain market risks, see Item 7A.  Quantitative and Qualitative Disclosures About Market Risk in our Annual Report on Form 10-K for the fiscal year ended March 31, 2004.  There has been no material change in this information.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.  In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of June 30, 2004, we completed an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2004.

(b) Changes in internal control over financial reporting.

During the period covered by this Quarterly Report on Form 10-Q, we implemented remedial measures to address material weaknesses in internal control over financial reporting identified by our independent auditors in connection with their audit of our financial statements for the fiscal year ended March 31, 2004.  We believe these measures materially improved our internal control over financial reporting during the quarter.  Actions taken included re-evaluating and adding staff to raise the overall level of expertise, establishing or reiterating policies and procedures designed to enhance coordination between management and the Company’s accounting staff and related reporting procedures, centralizing review and monitoring of accounting issues, and allocating senior accounting personnel to provide additional on-site supervision of accounting functions.

We believe the measures we have taken and additional measures we continue to implement will have a material, positive impact on our internal control over financial reporting in future periods.

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TRIUMPH GROUP, INC.

Part II. Other Information

Item 1.  Legal Proceedings

On July 9, 2004, Eaton Corporation and several of its subsidiaries filed suit against the Company, certain of its subsidiaries and certain employees of the Company and its subsidiaries, alleging misappropriation of trade secrets belonging to Eaton related to the design and manufacture of hydraulic pumps and motors used in military and commercial aviation, as well as certain other related claims.  The complaint alleges violations of Mississippi law exclusively and was filed in the Circuit Court of the First Judicial District of Hinds County, Mississippi.  The complaint seeks an unspecified amount of compensatory and punitive damages, attorneys’ fees and costs.

The Company believes it has meritorious defenses to the allegations contained in Eaton’s complaint, intends to conduct a vigorous defense and is considering potential claims against Eaton.

The allegations relate to conduct that is the subject of an investigation by the office of the U.S. Attorney in Jackson, Mississippi, that commenced in January 2004 with a search of the offices of the Company’s subsidiary, Frisby Aerospace, L.L.C.  The Company and its subsidiaries have been cooperating fully with the investigation, which is continuing.  Neither the Company nor any of its subsidiaries has been identified as a target.

Item 6.  Exhibits and Reports on Form 8-K

A.Exhibits

Exhibit 10.16            Employment Agreement with John B. Wright, II

Exhibit 31.1              Section 302 Certification by President and CEO

Exhibit 31.2              Section 302 Certification by Senior Vice President and CFO

Exhibit 32.1              Certification of Periodic Report by President and CEO

Exhibit 32.2              Certification of Periodic Report by Senior Vice President and CFO

B.Reports on Form 8-K

On April 29, 2004, the Company filed under items 7 and 12 a press release of the results for the first quarter of the fiscal year ended March 31, 2005.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Triumph Group, Inc.
(Registrant)
/s/ Richard C. Ill	August 9, 2004
Richard C. Ill, President & CEO
/s/ John R. Bartholdson	August 9, 2004
John R. Bartholdson, Senior Vice President & CFO
(Principal Financial Officer)
/s/ Kevin E. Kindig	August 9, 2004
Kevin E. Kindig, Vice President & Controller
(Principal Accounting Officer)

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EX-10.16

Exhibit 10.16

EMPLOYMENT AGREEMENT

THIS AGREEMENT dated this 12^th day of July 2004 by and between TRIUMPH GROUP, INC., a Delaware corporation (the “Company”), and John B. Wright, II  (“Executive”).

WITNESSETH:

WHEREAS, the Company wishes to assure itself of Executive’s employment by the Company during the period set forth herein; and

WHEREAS, Executive is willing to serve the Company during such period upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the Company and Executive hereby agree as follows:

1.             Terms of Employment.  The Company hereby agrees to employ Executive, and Executive agrees to be employed by the Company, for a term (the “Employment Term”) commencing on July 12 , 2004  (the “Effective Date”) and shall expire on December 31, 2006, subject to earlier termination as provided in Section 6 hereof.

2.             Duties and Responsibilities.  During the Employment Term, Executive shall serve as Vice President, General Counsel and Corporate Secretary of the Company and devote substantially all of his time and effort during normal business hours (reasonable sick leave and vacations excepted) to the business and affairs of the Company.  The Executive shall report

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to the President and Chief Executive Officer and the Board of Directors of the Company, and shall have such duties, responsibilities and authority as are delegated to him by the Board of Directors.  The Executive’s primary place of employment during the Employment Term shall be Wayne, Pennsylvania, unless changed with the Executive’s consent.

3.             Salary.  During the Employment Term, the Company shall pay the Executive, in periodic installments on the same basis as other senior salaried executives of the Company, a base salary of $190,000 per annum (the “Base Salary”), subject to such increases during the Employment Term as shall be approved by the Compensation and Management Development Committee (the “Compensation Committee”) of the Board of Directors of the Company (which increases, when so approved, to thereafter constitute Executive’s Base Salary for purposes of this Agreement).

4.             Incentive Compensation.  In addition to the Base Salary provided in Section 3 hereof, the Company shall pay to Executive, at such times as such payments are made to other senior salaried executives of the Company and its subsidiaries (hereinafter referred to as the “Group”), incentive payments in an amount of 40% of Base Salary for achievement of objectives up to a maximum of 80% of Base Salary for overachievement of objectives shall be due Executive pursuant to the terms of the incentive compensation plans approved by the Board of Directors of the Company or such other higher percentages as shall be approved from time to time by the Board of Directors of the Company (which higher percentages, when so approved, to thereafter constitute Executive’s incentive payment percentages for purposes of this Agreement). Incentive Payments hereunder shall be subject to such deferral arrangements as are approved by

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the Board of Directors.  The Executive’s objectives under such plans shall be set forth in writing annually by the Compensation Committee of the Board of Directors.

5.             Additional Benefits and Perquisites.

(a)           Employee Benefit Plans.  During the Employment Term, Executive shall be entitled to participate on substantially the same basis as other senior salaried executives of the Group in all employee benefit plans maintained in effect by the Group from time to time during the Employment Term (all such plans hereinafter referred to as “Employee Benefit Plans”).

(b)           Perquisites.  During the Employment Term, Executive shall be entitled to such perquisites and fringe benefits as are generally made available to the senior salaried executives of the Group.

(c)  Life and Disability Insurance.  During the Employment Term, Executive shall be entitled to participate in the group life and disability insurance plan made available to the senior salaried executives of the Group.

(d)  Vacation.  During the Employment Term the Executive shall be entitled to four (4) weeks of vacation during each calendar year.

6.             Early Termination.

(a)           Disability. The Company shall have the right to terminate Executive’s employment during the Employment Term upon not less than thirty (30) days prior written notice to Executive or his personal representative if, because of mental or physical disability, Executive shall have been incapable, with reasonable accommodation, of

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satisfactorily performing the essential functions of his job under Section 2 hereof for a continuous period of one hundred twenty (120) days or for a total period of two hundred ten (210) days in any three hundred sixty (360) day-period prior to the date of such notice.

(b)           Death.  In the event of Executive’s death during the Employment Term, this Agreement shall automatically terminate as of the date of such death.

(c)           For Cause.  Notwithstanding any other provisions of this Agreement, the Company may terminate Executive’s employment at any time during the Employment Term for Cause, as herein defined, upon written notice to the Executive.  As used herein, “Cause” shall mean intentionally engaging in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise, or from which the Executive derives improper material personal benefit.  No act, or failure to act on the Executive’s part, shall be considered “intentional” unless he acted, or failed to act, with an absence of good faith and without a reasonable relief that his action or failure to act was in the best interest of the Company.  The decision to terminate Executive for Cause can be taken only at a duly called meeting of the Board of Directors of the Company at which Executive is present and afforded a full opportunity to be heard.

(d)           Without Cause.  The Company may terminate Executive’s employment at any time during the Employment Term without Cause, as defined in subparagraph (c) above, upon written notice to the Executive.

(e)           Good Reason.  Following a Control Transaction, as herein defined, Executive may terminate this Agreement for Good Reason, as herein defined.  A “Control Transaction” shall be: (i) a reorganization, merger or consolidation of the Company

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unless (A) the Company or a parent or subsidiary of the Company is the surviving or resulting corporation or (B) the shareholders of the Company immediately before such transaction own a majority of the outstanding voting stock (after giving effect to the conversion of all shares of Class D Common Stock of the Company) in the surviving or resulting corporation or a parent thereof following the transaction; (ii) the sale by the Company of all or substantially all of its assets to a purchaser which is not a member of the Group immediately before such sale; or (iii) any transaction or series of transactions which results in the acquisition of a majority of the outstanding voting shares of the Company by a purchaser or purchasers (A) who are not currently shareholders of the Company and who acquired such voting shares in a transaction or transactions not involving an offering registered under the Securities Act of 1933, as amended; (B) which was not a subsidiary of the Company immediately before such acquisition; or (C) a majority of whose outstanding voting shares, immediately following the acquisition, are owned by persons who were not shareholders of the Company immediately before the acquisition.  “Good Reason,” as used herein, shall mean (i) a determination by Executive in good faith that due to acts of the Company or its Successor (as hereinafter defined) occurring after the Control Transaction, he is unable effectively to carry out his duties and responsibilities as of the time of the Control Transaction; (ii) a material reduction following a Control Transaction in the duties and responsibilities assigned to Executive pursuant to Section 2 hereof; (iii) in the event of a Control Transaction, a reduction of the Executive’s then current Base Salary in effect at the time of such Control Transaction or any reduction in Executive’s incentive payment percentages or the benefits and perquisites as set forth in Section 5 hereof;  (iv) the transfer following the Control Transaction of Executive’s principal place of business to a location more than fifty (50) miles

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from the location of the Company’s principal executive office as of the time of the Control Transaction;  (v) the failure or refusal of the Successor, as defined in Section 9 hereof, to assume all duties and obligations of the Company under this Agreement in a form that is reasonably satisfactory to Executive, as contemplated by Section 9; or (vi) any other material breach by the Company or its Successor of the terms of this Agreement

7.             Effects of Early Termination.

(a)           In the event of the Company’s termination of Executive’s employment during the Employment Term as a result of his disability, Executive shall be entitled to receive his Base Salary for the month in which such termination becomes effective and for a period of six (6) months thereafter, without prejudice to any other payments or disability benefits due Executive under any Employee Benefit Plan as a result of Executive’s disability.

(b)           In the event of Executive’s death, Executive’s legal representative shall be entitled to receive Executive’s Base Salary through the end of the sixth month following the month in which Executive’s death occurred, without prejudice to any other payments or benefits due under any Employee Benefit Plan as a result of Executive’s death.

(c)           In the event of the Company’s termination of Executive’s employment during the Employment Term for Cause, as defined in Section 6(c), the Company shall have no obligation to pay Executive any compensation or benefits other than (i) his then current Base Salary to the date of termination and (ii) payments or benefits due under any Employee Benefits Plans upon or following such termination.

(d)           In the event the Company terminates Executive’s employment during the Employment Term without Cause or Executive terminates his employment during

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such period for Good Reason, as defined in Section 6(e), the Company shall pay Executive the following amounts:

(i)            Executive’s Base Salary for the balance of the month in which such termination occurs, plus credit for any vacation earned but not taken prior to the date of termination;

(ii)           the incentive compensation set forth in Section 4 hereof to which the Executive would have received but for the fact of termination, calculated from the beginning of the fiscal year through the date of termination;

(iii)          as severance payments, commencing on the last day of the month in which the termination occurs and on the last day of each month thereafter, an amount equal to one-twelfth of the Executive’s then current Base Salary for a period of twelve (12) months; and

(iv) any payments due under any Employee Benefits Plans upon or following such termination.

In addition, in the event of, and effective upon, termination under this Section 7(d):  (A) Executive shall be entitled to acceleration of any unvested stock options under any option grants issued to Executive pursuant to the Company’s 1996 Stock Option Plan or the 2004 Stock Incentive Plan; and (B) any forfeiture provisions otherwise applicable to any awards of restricted stock to the Executive shall cease.

(e)           Except as provided under Section 7(d)(ii), upon termination of his employment hereunder, the Executive, his heirs, representatives, or assigns shall not be entitled to receive any incentive compensation payments with respect to Executive’s employment.

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(f)            Except as provided in Section 7(e), during the period Executive continues to receive payment of his Base Salary following the termination of the Executive’s employment, Executive, his dependents, beneficiaries and estate shall continue to be entitled to all benefits under all Employee Benefit Plans as if Executive were still employed during such period under this Agreement.  Executive, to the extent that he has at the time of termination sufficient service credits or has otherwise satisfied applicable eligibility requirements under the terms of the Employee Benefit Plans shall be deemed to have retired from the Company as of such time, and shall be eligible for any and all benefits and rights provided to retirees at a comparable executive level from the Company or the Group under all Employee Benefits Plans.

(g)           The severance compensation and benefits provided in this Section 7 shall constitute Executive’s sole and exclusive right to severance payments and benefits upon termination of Executive’s employment and no other severance compensation of any kind, nature and amount shall be payable to Executive in connection with any termination during the Employment Term.

8.             Termination Notice.  Any termination by the Company or by Executive hereunder shall be communicated by written Notice of Termination to the other party hereto.  For purposes of this Agreement, a “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail all facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.  Any such notice shall be by registered or certified mail and mailed to Executive at the last address he has filed in writing with the Company, or, in the case of the Company, to the President at 1550 Liberty Ridge Drive, Suite

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100, Wayne, PA 19087, 610-251-1000; or such other address to which the Company’s principal executive offices are removed during the Employment Term.

9.             Successors/Binding Agreement.  The Company shall require any successor or surviving entity in any Control Transaction (“Successor”), by agreement in form and substance satisfactory to Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.  Regardless of whether such agreement is executed, this Agreement shall be binding upon any Successor in accordance with the operation of law and such Successor shall be deemed the “Company” for purposes of this Agreement.  This Agreement shall not be terminated by the voluntary or involuntary dissolution of the Company and shall inure to the benefit of and be enforceable by Executive and his personal or legal representative, executors, administrators, successors, heirs, distributees, devisees and legatees.

10.           Settlement of Claims.  The Company’s obligations to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including without any limitation, any set-off (except against the amount actually owed by the Executive to the Company as evidenced by promissory notes, loan agreements and similar documents executed by the Executive), counterclaim, defense, recoupment, or other rights which the Company may have against the Executive or others.

11.           Non-Exclusivity of Rights.  Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company or any of its subsidiaries and for which the Executive may qualify, nor shall anything herein limit or reduce such rights as the Executive may have

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under any other agreements with the Company or any of its subsidiaries.  Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan or program of the Company or any of its subsidiaries shall be payable in accordance with such plan or program, except as explicitly modified by this Agreement.

12.           Severability.  In the event any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions of this Agreement shall remain in full force and effect to the fullest extent permitted by law.

13.           Amendment/Waiver.  This Agreement may not be amended, modified, waived or canceled except by a writing signed by each party hereto.  No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent time.

14.           Entire Agreement.  This Agreement constitutes the entire Agreement between the parties relative to the employment of the Executive by the Company during the Employment Term and supercedes all prior agreements, if any, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof.

15.           Governing Law.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the conflict of laws principles thereof.  Any action brought by any party to this Agreement shall be brought and maintained in a court of competent jurisdiction in Chester County in the Commonwealth of Pennsylvania.

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16.           Attorney’s Fees.  The Company or its Successor, as applicable, shall pay all reasonable attorney’s fees, costs and related expenses incurred by Executive in ascertaining his rights under this Agreement or in the event of a breach by the Company or its Successor of the terms of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

TRIUMPH GROUP, INC.
By:	/s/ Richard C. Ill
Title:	President and CEO
Executive:		/s/ John B. Wright, II
		John B. Wright, II

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EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13A-14 AND 15D-14 OF

THE SECURITIES AND EXCHANGE ACT OF 1934

I, Richard C. Ill, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Triumph Group, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)  and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 9, 2004
	/s/ Richard C. Ill
	Richard C. Ill, President & Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13A-14 AND 15D-14 OF

THE SECURITIES AND EXCHANGE ACT OF 1934

I, John R. Bartholdson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Triumph Group, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 9, 2004
	/s/ John R. Bartholdson
	John R. Bartholdson, Senior Vice President,  Chief Financial Officer and Treasurer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Triumph Group, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard C. Ill, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Richard C. Ill
	Richard C. Ill
	President and Chief Executive Officer
	August  9, 2004

A signed original of this written statement required by Section 906 has been provided to Triumph Group, Inc. and will be retained by Triumph Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Triumph Group, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John R. Bartholdson, Senior Vice President, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ John R. Bartholdson
	John R. Bartholdson
	Senior Vice President, Chief Financial Officer and Treasurer
	August 9, 2004

A signed original of this written statement required by Section 906 has been provided to Triumph Group, Inc. and will be retained by Triumph Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.