UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


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FORM 10-K/A


(Mark One)xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended March 31, 2017oroTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from                    to





Commission File No. 1-12235


Triumph Group, Inc.


(Exact name of registrant as specified in its charter)


Delaware(State or other jurisdiction ofincorporation or organization)51-0347963(I.R.S. EmployerIdentification Number)899 Cassatt Road, Suite 210, Berwyn, Pennsylvania 19312(Address of principal executive offices, including zip code)Registrant's telephone number, including area code:(610) 251-1000


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Securities registered pursuant to Section 12(b) of the Act:Common Stock, par value $.001 per share(Title of each class)New York Stock Exchange(Name of each exchange on which registered)


Securities registered pursuant to Section 12(g) of the Act:  None


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Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o


Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. Yes o No x


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 x No o


Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x


Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Securities Exchange Act of 1934. (Check one)


Large accelerated filerxAccelerated fileroNon-accelerated filero(Do not check if a smaller reporting company)Smaller reporting companyoEmerging growth companyo


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes o No x


As of September 30, 2016, the aggregate market value of the shares of Common Stock held by non-affiliates of the Registrant was approximately $1,244 million. Such aggregate market value was computed by reference to the closing price of the Common Stock as reported on the New York Stock Exchange on September 30, 2016. For purposes of making this calculation only, the Registrant has defined affiliates as including all directors and executive officers.


The number of outstanding shares of the Registrant's Common Stock, par value $.001 per share, on May 22, 2017 was 49,579,347.


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Documents Incorporated by Reference


Portions of the following document are incorporated herein by reference:


The Proxy Statement of Triumph Group, Inc. to be filed in connection with our 2017 Annual Meeting of Stockholders is incorporated in part in Part III hereof, as specified herein.











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Explanatory Note


This Form 10-K/A is being filed as an amendment (the "Amendment") to the Annual Report on Form 10-K filed by Triumph Group, Inc.  (the "Company") with the Securities and Exchange Commission on May 24, 2017 (the "Original Filing").  This Amendment is being filed to file two exhibits which were inadvertently omitted from the Original Filing (Exhibits 10.33 and 10.34).  No other changes are being made to the Original Filing.





PART IV





Item 15.    Exhibits, Financial Statement Schedules


(3) The following is a list of exhibits.


Exhibit NumberExhibit DescriptionIncorporated by Reference toFormFile No.Exhibit(s)Filing Date10.33Form of the 2016 Directors' Equity Compensation Plan, as amended *####10.34Form of Restricted Stock Unit Agreement under the 2016 Directors' Equity Compensation Plan, as amended *####


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|* | Indicates management contract or compensatory plan or arrangement

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|- | --------------
|# | Filed herewith










SIGNATURE





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





Date:May 26, 2017TRIUMPH GROUP, INC.By:/s/ Thomas A. Quigley, IIIThomas A. Quigley, IIIVice President and Controller











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EXHIBIT INDEX





Exhibit NumberExhibit DescriptionIncorporated by Reference toFormFile No.Exhibit(s)Filing Date10.33Form of the 2016 Directors' Equity Compensation Plan, as amended *####10.34Form of Restricted Stock Unit Agreement under the 2016 Directors' Equity Compensation Plan, as amended *####


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|  |                                                                  
|- | -----------------------------------------------------------------
|* | Indicates management contract or compensatory plan or arrangement

|  |               
|- | --------------
|# | Filed herewith