8-K

UNITED STATES
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): August 5, 2004

TRINITY INDUSTRIES, INC.

(Exact name of Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction of Incorporation)	1-6903 (Commission File Number)	75-0225040 (I.R.S. Employer Identification No.)
2525 Stemmons Freeway Dallas, Texas (Address of Principal Executive Offices)		75207-2401 (Zip Code)

Registrant’s telephone number, including area code: (214) 631-4420

TABLE OF CONTENTS

	Item 5. Other Events.
	Item 7. Financial Statements and Exhibits.
SIGNATURES
Computation of Ratio of Earnings to Fixed Charges
Selected Historical Consolidated Financial Data

Item 5. Other Events.

     Attached hereto as Exhibits 12.1 and Exhibit 99.1, respectively, is a Statement of Computation of Ratio of Earnings to Fixed Charges and Selected Historical Consolidated Financial Data, each reflecting updated financial information for the six month period ending June 30, 2004.

Item 7. Financial Statements and Exhibits.

     (c)      The following exhibits are filed with this report:

12.1	Statement of Computation of Ratio of Earnings to Fixed Charges
99.1	Selected Historical Consolidated Financial Data

* * * * *

SIGNATURES

     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.

	TRINITY INDUSTRIES, INC.
Date: August 5, 2004
	By:	/s/ Michael G. Fortado
	Name:		Michael G. Fortado
	Title:		Vice President and Secretary

EX-12.1

EXHIBIT 12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(in millions)

	Year Ended					Nine Months Ended			Year Ended						Six Months Ended
	March 31,					December 31,			December 31,						June 30,
	2000		2001			2001			2002			2003			2003			2004
Earnings:
Income (loss) from continuing operations before provision for (benefit from) income taxes	$	262.9	$	(116.3	)	$	(40.5	)	$	(24.4	)	$	(14.3	)	$	(15.2	)	$	(11.0	)
Interest expense		20.4		28.9			21.7			36.3			34.9			17.9			21.0
Interest imputed on rent		3.2		3.8			5.1			9.9			10.8			4.5			8.7
Total earnings	$	286.5	$	(83.6	)	$	(13.7	)	$	21.8		$	31.4		$	7.2		$	18.7
Fixed Charges:
Interest expense	$	20.4	$	28.9		$	21.7		$	36.3		$	34.9		$	17.9		$	21.0
Interest imputed on rent		3.2		3.8			5.1			9.9			10.8			4.5			8.7
Total fixed charges	$	23.6	$	32.7		$	26.8		$	46.2		$	45.7		$	22.4		$	29.7
Ratio of earnings to fixed charges		12.14		(2.56	)		(0.51	)		0.47			0.69			0.32			0.63
Earnings were insufficient to cover fixed charges by:			$	(116.3	)	$	(40.5	)	$	(24.4	)	$	(14.3	)	$	(15.2	)	$	(11.0	)

EX-99.1

Exhibit 99.1

Selected historical consolidated financial data

The following financial information as of and for the years ended March 31, 2000 and 2001, the nine months ended December 31, 2001, and the years ended December 31, 2002 and 2003 has been derived from our audited consolidated financial statements. The selected consolidated financial information as of and for the six months ended June 30, 2003 and 2004 has been derived from unaudited consolidated financial statements, which, in management’s opinion, reflect all adjustments (consisting of normal and recurring accruals) necessary to present fairly the Company’s financial position and results of operations for those periods. Interim results are not necessarily indicative of results that may be expected from any other interim period or for a full year. When you read this selected historical consolidated financial and other data, it is important that you read along with it the historical financial statements and related notes in our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2003 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, as well as “Management’s discussion and analysis of financial condition and results of operations” contained therein. In September 2001, we changed our fiscal year-end from March 31 to December 31. The information as of and for the year ended December 31, 2001 and the nine months ended December 31, 2000 has been derived from our unaudited consolidated financial statements and has been included herein for informational and comparison purposes.

	Year ended						Nine months ended						Year ended									Six months ended
	March 31,						December 31,						December 31,									June 30,
(in millions, except per share
and other financial data)	2000			2001			2000			2001			2001			2002			2003			2003			2004
							(unaudited)						(unaudited)									(unaudited)
Statement of operations data:
Revenues	$	2,740.6		$	1,904.3		$	1,485.6		$	1,347.8		$	1,766.5		$	1,487.3		$	1,432.8		$	654.9		$	1,003.6
Operating costs:
Cost of revenues(a)		2,278.2			1,756.7			1,331.4			1,234.5			1,659.8			1,314.0			1,260.4			586.9			916.5
Selling, engineering and administrative expenses(a)		183.4			213.7			162.1			129.7			181.3			162.6			159.0			69.0			79.3
Operating profit (loss)		279.0			(66.1	)		(7.9	)		(16.4	)		(74.6	)		10.7			13.4			(1.0	)		7.8
Other (income) expense:
Interest income		(2.0	)		(6.9	)		(5.5	)		(2.5	)		(3.9	)		(1.2	)		(0.7	)		(0.3	)		(0.7	)
Interest expense		20.4			28.9			21.3			21.7			29.3			36.3			34.9			17.9			21.0
Other, net		(2.3	)		28.2			30.5			4.9			2.6			—			(6.5	)		(3.4	)		(1.5	)
Income (loss) before income taxes		262.9			(116.3	)		(54.2	)		(40.5	)		(102.6	)		(24.4	)		(14.3	)		(15.2	)		(11.0	)
Provision (benefit) for income taxes		97.4			(41.9	)		(19.5	)		(5.8	)		(28.2	)		(4.8	)		(4.3	)		(4.2	)		(3.8	)
Net income (loss)(b)		165.5			(74.4	)		(34.7	)		(34.7	)		(74.4	)		(19.6	)		(10.0	)		(11.0	)		(7.2	)
Dividends on Series B preferred stock		—			—			—			—			—			—			(1.6	)		—			(1.5	)
Net income (loss) applicable to common shareholders	$	165.5		$	(74.4	)	$	(34.7	)	$	(34.7	)	$	(74.4	)	$	(19.6	)	$	(11.6	)	$	(11.0	)	$	(8.7	)
Net income (loss) per share applicable to common shareholders:
Basic	$	4.17		$	(1.98	)	$	(0.92	)	$	(0.90	)	$	(1.94	)	$	(0.43	)	$	(0.25	)	$	( 0.24	)	$	(0.19	)
Diluted	$	4.15		$	(1.98	)	$	(0.92	)	$	(0.90	)	$	(1.94	)	$	(0.43	)	$	(0.25	)	$	( 0.24	)	$	(0.19	)
Weighted average number of shares outstanding:
Basic		39.7			37.5			37.6			38.7			38.3			45.3			45.6			45.5			46.3
Diluted		39.9			37.5			37.6			38.7			38.3			45.3			45.6			45.5			46.3
Cash dividends per common share	$	0.72		$	0.72			n/a		$	0.54			n/a		$	0.24		$	0.24		$	0.12		$	0.12
Statement of cash flows data:
Net cash provided by operating activities	$	268.2		$	90.9		$	56.0		$	200.1		$	235.0		$	120.7		$	114.9		$	87.2		$	(70.7	)
Net cash required by investing activities		(115.1	)		(300.9	)		(187.2	)		(110.1	)		(223.8	)		(151.1	)		(40.9	)		(89.3	)		(50.4	)
Net cash provided by (used for) financing activities		(149.7	)		206.6			129.1			(81.3	)		(3.8	)		27.3			(47.1	)		54.9			262.7
Other financial data:
EBITDA(c)	$	363.6		$	1.7		$	36.9		$	47.4		$	12.2		$	102.6		$	106.2		$	45.5		$	53.6
Depreciation and amortization		80.3			89.1			69.8			66.2			85.5			90.7			85.6			42.8			43.6
Capital expenditures	$	167.2		$	350.2		$	229.3		$	133.3		$	254.2		$	172.2		$	284.9		$	121.2		$	90.4
Ratio of earnings to fixed charges(d)		12.14x			(e	)		n/a			(e	)		n/a			(e	)		(e	)		(e	)		(e	)
As adjusted ratio of earnings to fixed charges		n/a			n/a			n/a			n/a			n/a			n/a			(f	)		n/a			(f	)

	Year ended				Nine months ended				Year ended							Six months ended
	March 31,				December 31,				December 31,							June 30,
(in millions, except per share
and other financial data)	2000		2001		2000		2001		2001		2002		2003			2003	2004
					(unaudited)				(unaudited)							(unaudited)
Balance sheet data: (as of end of period)
Cash and cash equivalents	$	16.9	$	13.5	$	14.8	$	22.2	$	22.2	$	19.1	$	46.0			$	187.6
Total assets		1,738.5		1,825.9		1,755.5		1,952.0		1,952.0		1,956.5		2,007.9				2,241.5
Debt:
Recourse		265.5		537.8		450.1		476.3		476.3		375.1		298.5				475.7
Non-recourse		—		—		—		—		—		113.8		96.7	(g)			155.1
Series B redeemable convertible preferred stock		—		—		—		—		—		—		57.8				58.0
Total stockholders’ equity	$	1,015.1	$	879.0	$	926.0	$	1,009.4	$	1,009.4	$	1,001.6	$	1,003.8			$	998.6

(a)	Includes charges of: $140.9 million for unusual charges for fiscal year 2001, $85.1 million for unusual charges for the nine months ended December 31, 2000, $64.3 million for unusual charges for the nine months ended December 31, 2001, and $120.1 million for unusual charges for the year ended December 31, 2001. See “Management’s discussion and analysis of financial condition and results of operations—Unusual charges” included in our Annual Report on Form 10-K for the year ended December 31, 2003.
(b)	Includes after tax charges or credit of: $110.9 million for unusual charges for fiscal year 2001, $75.2 million for unusual charges for the nine months ended December 31, 2000, $50.4 million for unusual charges for the nine months ended December 31, 2001, and $86.1 million for unusual charges for the year ended December 31, 2001; and does not include preferred stock dividends of $1.6 million for the year ended December 31, 2003. See “Management’s discussion and analysis of financial condition and results of operations—Unusual charges” included in our Annual Report on Form 10-K for the year ended December 31, 2003.
(c)	“EBITDA” is defined as net income plus income taxes, interest expense, and depreciation and amortization. EBITDA is not a calculation based upon generally accepted accounting principles. The amounts included in the EBITDA calculation, however, are derived from amounts included in the historical statements of income data. In addition, EBITDA should not be considered as an alternative to net income or operating income as an indicator of our operating performance, or as an alternative to operating cash flows as a measure of liquidity. We have reported EBITDA because we regularly review EBITDA as a measure of our ability to incur and service debt. In addition, we believe our debt holders utilize and analyze our EBITDA for similar purposes. We also believe EBITDA assists investors in comparing a company’s performance on a consistent basis without regard to depreciation and amortization, which can vary significantly depending upon many factors. However, the EBITDA measure presented in this document may not always be comparable to similarly titled measures reported by other companies due to differences in the components of the calculation. In addition, our calculation of EBITDA is different than that used in the covenants concerning our amended and restated senior secured revolving credit facility and the indenture governing our 6 1/2% Senior Notes due 2014.

     Our reconciliation of EBITDA to net income (loss) and net cash from operating activities is set forth in the following table:

	Year ended						Nine months ended						Year ended									Six months ended
	March 31,						December 31,						December 31,									June 30,
(Dollars in millions)	2000			2001			2000			2001			2001			2002			2003			2003			2004
							(unaudited)						(unaudited)									(unaudited)
EBITDA reconciliation:
EBITDA	$	363.6		$	1.7		$	36.9		$	47.4		$	12.2		$	102.6		$	106.2		$	45.5		$	53.6
Interest expense		20.4			28.9			21.3			21.7			29.3			36.3			34.9			17.9			21.0
Income tax expense (benefit)		97.4			(41.9	)		(19.5	)		(5.8	)		(28.2	)		(4.8	)		(4.3	)		(4.2	)		(3.8	)
Depreciation and amortization		80.3			89.1			69.8			66.2			85.5			90.7			85.6			42.8			43.6
Net income (loss)		165.5			(74.4	)		(34.7	)		(34.7	)		(74.4	)		(19.6	)		(10.0	)		(11.0	)		(7.2	)
Depreciation and amortization		80.3			89.1			69.8			66.2			85.5			90.7			85.6			42.8			43.6
Provision for deferred income taxes		13.0			(45.7	)		(37.3	)		(9.1	)		(17.5	)		56.0			10.1			7.9			(3.8	)
Unusual charges		—			173.3			117.5			66.4			122.2			—			—			—			—
Other non-cash charges		(8.1	)		(10.2	)		(7.9	)		1.4			(0.9	)		0.8			(7.4	)		(2.7	)		(7.5	)
Net changes in certain assets and liabilities		17.5			(41.2	)		(51.4	)		109.9			120.1			(7.2	)		36.6			50.2			(95.8	)
Net cash from operating activities	$	268.2		$	90.9		$	56.0		$	200.1		$	235.0		$	120.7		$	114.9		$	87.2		$	(70.7	)

(d)	For the purpose of computing this ratio, earnings generally consist of income from continuing operations before income taxes and fixed charges excluding capitalized interest. Fixed charges consist of interest expense, the portion of rental expense considered representative of the interest factor and capitalized interest.
(e)	Earnings were inadequate to cover fixed charges for the year ended March 31, 2001, the nine months ended December 31, 2001, the years ended December 31, 2002 and 2003 and the six months ended June 30, 2003 and 2004. The deficiencies for these periods were $116.3 million, $40.5 million, $24.4 million, $14.3 million, $15.2 million and $11.0 million, respectively.
(f)	On an as adjusted basis giving effect to the issuance of the $300 million of our 6 1/2% Senior Notes due 2014, earnings to cover fixed charges for the year ended December 31, 2003 and for the six months ended June 30, 2004 were inadequate by $26.1 million and $15.7 million, respectively.
(g)	Non-recourse debt consists of a warehouse facility utilized by TRL II to finance or refinance railcars acquired or owned by TRL II and, as of December 31, 2003, $25.6 million of debt that belongs to a variable interest trust that we were required to consolidate under FASB Interpretation No. 46 “Consolidation of Variable Interest Entities.” See notes 1 and 9 of our audited consolidated financial statements for the year ended December 31, 2003 included in our Annual Report on Form 10-K for the year ended December 31, 2003. As of February 2004, the sale of our equity interest in this variable interest trust was complete, and this trust is no longer consolidated.