Trinity Industries, Inc. (Form: 8-K)

Trinity Industries Reports 2004 Results, Largest Year-end Backlog since 1998

DALLAS – March 2, 2005 – Trinity Industries, Inc. (NYSE:TRN) today reported financial results consistent with the Company’s third quarter conference call guidance for the three months and year ended December 31, 2004.

For the quarter ended December 31, 2004, the Company reported a loss of $3.0 million, or 8 cents per diluted share, on revenues of $627 million. This compares with a net loss of $0.8 million, or 4 cents per diluted share, on revenues of $415 million in the same quarter of 2003. For the year ended December 31, 2004, the Company reported a loss of $9.3 million, or 27 cents per diluted share, on revenues of $2.2 billion. This compares with a net loss of $10.0 million, or 25 cents per diluted share, on revenues of $1.4 billion for 2003.

“Rapid and unexpected increases in the prices we pay for steel and other basic materials negatively impacted earnings and will continue to do so through the first quarter of 2005 with some residual effects ongoing throughout the year,” said Timothy R. Wallace, Trinity’s Chairman, President and CEO. “I’m pleased we are mitigating the impacts through price escalation clauses and other arrangements tied to an increasing percentage of our railcar and barge backlogs. These arrangements will enhance our position against future steel cost increases.”

“Steel and material cost increases negatively impacted pre-tax earnings in the fourth quarter by an estimated $17 million, the equivalent of $11 million after taxes or 24 cents per share. Annual pre-tax earnings were impacted approximately $57 million or $37 million after taxes or 80 cents per share,” Wallace said.

“Our revenues increased more than 50 percent in the fourth quarter of 2004 when compared to the same period last year. We are expecting our revenues to remain at least at this level during 2005. This should provide a nice platform for a return to profitability. Revenue grew in every segment of Trinity’s business during 2004,” Wallace said, “and the Company ended the year with the highest year-end backlog of railcar orders since 1998. North American railcar shipments increased over the prior year 82% and over the prior year fourth quarter 72%. Trinity is uniquely positioned to benefit as our markets continue to improve.”

Trinity Industries, Inc., with headquarters in Dallas, Texas, is one of the nation’s leading diversified industrial companies. Trinity reports five principal business segments: the Rail Group, the Railcar Leasing and Management Services Group, the Inland Barge Group, the Construction Products Group, and the Industrial Products Group. Trinity’s web site may be accessed at http://www.trin.net.

This news release contains “forward looking statements” as defined by the Private Securities Litigation Reform Act of 1995 and includes statements as to expectations, intentions and predictions of future financial performance. Statements that are not historical facts are forward looking. Readers are directed to Trinity’s Form 10-K and other SEC filings for a description of certain of the business issues and risks, a change in any of which could cause actual results or outcomes to differ materially from those expressed in the forward looking statements. Any forward looking statement speaks only as of the date on which such statement is made. Trinity undertakes no obligation to update any forward looking statement or statements to reflect events or circumstances after the date on which such statement is made.

Trinity Industries, Inc.
Condensed Consolidated Income Statement
(in millions, except per share amounts)


	Three Months Ended December 31,
	2004			2003
Revenues	$	627.3		$	414.5
Operating profit	$	2.5		$	4.3
Other expense		8.3			5.4

Loss before income taxes		(5.8	)		(1.1	)
Provision (benefit) for income taxes		(2.8	)		(0.3	)

Net loss		(3.0	)		(0.8	)
Dividends on Series B preferred stock		(0.8	)		(0.8	)

Net loss applicable to common shareholders	$	(3.8	)	$	(1.6	)

Net loss applicable to common shareholders per common share:
Basic	$	(0.08	)	$	(0.04	)

Diluted	$	(0.08	)	$	(0.04	)

Weighted average number of shares outstanding:
Basic		46.7			45.7
Diluted		46.7			45.7

Trinity Industries, Inc.
Condensed Consolidated Income Statement
(in millions, except per share amounts)


	Year Ended December 31,
	2004			2003
Revenues	$	2,198.1		$	1,432.8
Operating profit	$	14.1		$	13.4
Other expense		29.2			27.7

Loss before income taxes		(15.1	)		(14.3	)
Provision (benefit) for income taxes		(5.8	)		(4.3	)

Net loss		(9.3	)		(10.0	)
Dividends on Series B preferred stock		(3.1	)		(1.6	)

Net loss applicable to common shareholders	$	(12.4	)	$	(11.6	)

Net loss applicable to common shareholders per common share:
Basic	$	(0.27	)	$	(0.25	)

Diluted	$	(0.27	)	$	(0.25	)

Weighted average number of shares outstanding:
Basic		46.5			45.6
Diluted		46.5			45.6


	Three Months Ended December 31,
Revenues:	2004			2003
Rail Group	$ 406.2			$ 240.6
Construction Products Group	133.5			120.4
Inland Barge Group	56.8			40.8
Industrial Products Group	41.2			36.3
Railcar Leasing and Management Services Group	37.7			41.1
All Other	18.3			8.0
Eliminations	(66.4)			(72.7)
Total Revenues	$ 627.3			$ 414.5
				}
Operating profit (loss):	Three Months Ended December 31,
	2004			2003
Rail Group	$	(1.3	)	$	7.3
Construction Products Group		5.4			7.7
Inland Barge Group		(2.0	)		(5.2	)
Industrial Products Group		6.1			4.1
Railcar Leasing and Management Services Group		10.1			10.5
All Other		(1.5	)		(3.4	)
Corporate		(8.8	)		(9.5	)
Eliminations		(5.5	)		(7.2	)

Consolidated	$	2.5		$	4.3


	Year Ended December 31,
Revenues:	2004			2003
Rail Group	$ 1,255.9			$ 734.6
Construction Products Group	578.1			489.9
Inland Barge Group	210.4			170.6
Industrial Products Group	143.4			124.8
Railcar Leasing and Management Services Group	181.0			153.8
All Other	43.5			30.9
Eliminations	(214.2)			(271.8)
Total Revenues	$ 2,198.1			$ 1,432.8
				}
Operating profit (loss):	Year Ended December 31,
	2004			2003
Rail Group	$	(18.5	)	$	(6.2	)
Construction Products Group		40.4			37.5
Inland Barge Group		(14.8	)		(4.7	)
Industrial Products Group		15.3			8.4
Railcar Leasing and Management Services Group		42.0			41.0
All Other		(3.5	)		(8.4	)
Corporate		(32.6	)		(34.5	)
Eliminations		(14.2	)		(19.7	)

Consolidated	$	14.1		$	13.4


	December 31,
	2004			2003
Cash and equivalents	$	182.3		$	46.0
Accounts receivable		214.2			198.1
Inventories		402.3			258.0
Net property, plant and equipment, at cost (1)		810.9			945.2
Other assets		600.5			560.6

	$	2,210.2		$	2,007.9

Accounts payable and accrued liabilities	$	511.7		$	460.2
Debt (2)		518.0			395.2
Deferred income		47.2			32.2
Other liabilities		62.2			58.7
Series B preferred stock		58.2			57.8
Stockholders’ equity		1,012.9			1,003.8

	$	2,210.2		$	2,007.9

(1) Property, Plant and Equipment
Corporate/Manufacturing:
Property, plant and equipment	$	885.2		$	868.6
Accumulated depreciation		(589.6	)		(569.0	)

		295.6			299.6

Leasing:
Equipment on lease		635.7			758.5
Accumulated depreciation		(120.4	)		(112.9	)

		515.3			645.6

	$	810.9		$	945.2

(2) Debt
Corporate/Manufacturing — Recourse
Revolving commitment	$	—		$	—
Term commitment		—			122.8
Senior notes		300.0			—
Other		5.3			5.7

		305.3			128.5

Leasing – Recourse
Equipment trust certificates		170.0			170.0

		170.0			170.0

Leasing – Non-recourse
Warehouse facility		42.7			71.1
Other		—			25.6

		42.7			96.7

	$	518.0		$	395.2

Good morning from Dallas, Texas and Welcome to the Trinity Industries’ 2004 Year End Results Conference Call. I’m Neil Shoop, Treasurer for Trinity. Thank you for being with us today.

a. Tim Wallace, Chairman, President and Chief Executive Officer
b. John Adams, Executive Vice President
c. Jim Ivy, Sr. Vice President and Chief Financial Officer

e. Chas Michel, Vice President, Controller, and
f. Steve Menzies, President of Trinity Industries Leasing Company

A replay of this conference call will be available starting one hour after the conference call ends today through midnight on Thursday, March, 10^th.

I would also like to welcome our audio webcast listeners today. Replay of this broadcast will also be available on our website located at www.trin.net.

In a moment, you will hear from John Adams, Tim Wallace, Bill McWhirter, Steve Menzies and Jim Ivy. Following that, we’ll move to the Q&A session.

“Today’s conference call contains forward looking statements as defined by the Private Securities Litigation Reform Act of 1995 and includes statements as to expectations, intentions and predictions of future financial performance. Statements that are not historical facts are forward looking. Participants are directed to Trinity’s Form 10-K and other SEC filings for a description of certain of the business issues and risks, a change in any of which could cause actual results or outcomes to differ materially from those expressed in the forward looking statements.

Remember, a replay of this call will be available starting one hour after this call ends today through midnight, Thursday, March 10^th.

Earnings Release Conference Call
John L. Adams, Executive Vice President
March 3, 2005

As Jim Ivy will discuss our financial results in a moment, I will briefly describe the major changes in our Balance Sheet and our various debt obligations as of 12/31/04.

My discussion will focus primarily on 12/31/04 as compared to 9/30/04 in order to highlight recent changes and our progress during the last quarter. For a more thorough comparison of our 12/31/04 numbers to our 12/31/03 numbers, please refer to our 10K which will be filed within the next week. You will recall that we were operating in a different rail environment in ’03 than we are today.

Our cash position on 12/31 was higher than normal and an increase over 9/30. Many of our major customers made payments for railcars in late December, which was sooner than expected, for tax and Corporate budgeting reasons. In addition, we had fundings under our railcar leasing warehouse facility that added to our corporate cash position.

Receivables were down approximately $50 million from September 30 while inventory was up slightly.

The $135 million reduction from 12/31/03 in our property, plant, and equipment assets is attributable to the leveraged lease financing we completed during the fourth quarter.

As you know, we have separate debt for our manufacturing businesses and for our leasing business. At manufacturing/parent, we have a $300 million,

6 1/2% note that matures in 2014. There were no borrowings under our $250 million Bank Revolving Credit at year end.

The Leasing Company has $170 million in Equipment Trust Certificates and a $300 million Railcar Leasing Warehouse facility which continues to fund our Leasing Company. This warehouse has worked very nicely for us as it provides the financing for this important subsidiary. $43 million was outstanding under this facility at 12/31.

During the 4^th Quarter, we completed the funding of our third Leveraged Lease financing. This amounted to $32 million of the $212 million of Leveraged Leases we financed for the year.

Hopefully, this gives you a better understanding of our balance sheet and debt position. Now Tim Wallace will give you his views of our business.

Trinity Industries, Inc.
Earnings Release Conference Call
Comments of Tim Wallace, Chairman, President and CEO
March 3, 2005

In my report this morning I will provide an update on our railcar group. I asked Bill McWhirter to provide an update on our construction, barge and industrial businesses. Steve Menzies will provide a railcar market and leasing update followed by Jim Ivy’s financial overview.

Generally speaking, I’m pleased with our progress. During 2004 we had significant growth in our revenues and a few of our businesses experienced operating profit increases. Steel costs continued to adversely impact the financial performance of our company during the 4th quarter. Recently, the news media has reported that the price of steel has started to decline. News articles such as these are usually referring to the price of sheet steel, the kind used in automobiles and appliances. A large portion of our products are made from steel plate and the prices we are paying have not been declining. The price of scrap steel has stabilized recently and the surcharges are not nearly as erratic as they were last year at this time.

Our European railcar business is continuing to operate in the trough of their market. The demand for railcars is very low and it is a highly competitive market place. As a result, our backlog of orders for new railcars decreased to approximately 1,270 units at year end. Our quarterly shipments are fluctuating from a volume and product mix perspective. During the 4^th quarter we shipped approximately 560 units. This was a 70% increase over our 3^rd quarter shipments. Our 4^th quarter revenues were approximately $55 million and we basically broke even. Our 1st quarter shipments will decrease to the 400 unit level and our revenues will drop back to approximately $34 million. At this shipment level our product mix becomes crucial. During the 1^st and 2^nd quarters we expect Europe to lose money. We are hopeful we will sell some railcars which will improve our chances of being profitable during the second half of the year. Until demand increases and stabilizes, our quarterly earnings in Europe will fluctuate from 4 to 6 cents per share loss to a small profit. We are currently taking steps to decrease our costs in Europe with another round of downsizing. We are also in the process of reviewing our strategic options for this business.

In our North American railcar businesses, our earnings were once again mostly affected by material-related issues. The inefficiencies in the railcar supply chain combined with cost increases that we could not pass on to customers had a major affect on our profitability. From March through July of this year, 50% of our material deliveries were not made according to our suppliers’ promises. In the fall, we saw their delivery performance improve to 70% and lately it’s been hovering around 73%. This is a significant improvement since the summer, but we are still plagued with spot shortages.

During the 4th quarter our North American railcar shipments increased 20% over the 3^rd quarter to approximately 5,000 units and 72% over 4^th quarter ’03. I’m very pleased with our shipment increases and the fact that we are improving our shipment consistency. During 2004 we spent a significant amount of resources to restart our railcar production lines. We trained approximately 1200 new employees as we worked through a large number of material related issues. At this point, our production lines are running at a fairly consistent pace. At the beginning of 2003 we were shipping around 35 units per day and by the end for the year we were over 85 units per day. During 2005 we expect to ship between 5000 – 5500 units per quarter. Our rail group’s revenue for the first quarter of 2005 should be slightly better than the 4^th quarter of 2004 and we should make a small profit. Demand for railcars in North America during the 4th quarter remained relatively strong. Steve Menzies will provide information pertaining to industry order levels.

From a sales point of view, we have recently seen some hesitancy on the part of our freight car customers to place orders for equipment. Our tank car customers are placing a more steady stream of orders. We continue to focus on selling cars that extend our existing production lines without requiring change over, rather than focusing on an overall industry market share percentage. After our material issues stabilize, our line changeovers will become the key factors which affect will our productivity. We will experience the majority of our line changeovers during the 3^rd and 4^th quarters of this year. We plan to bring on additional production lines as specific products warrant the startup expense.

Thank you Tim and good morning everyone. I will be discussing our Construction Products, Industrial Products and Inland Barge Groups.

Our Construction Products Group performed below expectations during the fourth quarter,

primarily as a result of poor weather conditions in Texas. Historically, winter weather causes the 4^th and 1^st quarters to be down periods for this business. This year’s weather was unusually severe. During the 4^th quarter, we experienced record rain fall in Texas, resulting in a 24% decrease in the number of available work days, as compared with the same quarter of the previous year. However, despite these challenges, the group reported an increased operating profit of approximately 8% on a year-over-year basis. This increase was primarily driven by the strong performance of our Highway Safety and Fittings Businesses.

Our Concrete Business continues to see raw material shortages and price increases, along with rising transportation costs. Fortunately, demand for concrete and aggregate remains strong in the markets we serve and we are confident the performance of this business will improve as spring approaches.

Our Highway Safety Business is performing well. Revenue and margins improved on a year-over-year comparison basis. The improvement is due, in part, to an approximate 20% increase in sales of our proprietary line of Highway Safety products, which includes end terminals, crash cushions and cable protection systems. Continued strong demand for our standard products at prices that reflect current steel cost also contributed to this business’ solid performance.

Our Pipe Fittings Business continues to experience a nice rebound and is realizing the cost benefits of previous plant consolidations. We have a good backlog of orders in this business at respectable pricing levels.

We returned to profitability in our Bridge Girder Business during the 4^th quarter and our current backlog now reflects the market with regard to steel costs.

While these businesses are currently performing well, we believe the passage of a new Federal Highway Bill will generate improved results. Our Construction Products Group remains a key part of our earnings diversification.

Turning our attention now to the Industrial Products Group, we are very pleased with our results, for both the 4^th quarter and the year. On a year over year basis revenues improved by approximately 15% and operating profit improved by 82%. This business enjoys a mature market place and continues to benefit from cost savings improvements we implemented during late 2003 and early 2004. The backlog for this business is relatively short as most customers do not make long-term product purchases.

Our Inland Barge Group finished the 4^th quarter with the effects of steel pricing issues prevalent in the operating results.

On the tank barge side of the business we continue to enjoy a strong backlog, with only a few open spots remaining for 2005 deliveries.

Our hopper barge customers continue to need additional units, but the order levels have been low, as the selling price of a barge has dramatically increased due to rising steel cost. All of the economic drivers remain strong for future demand of replacement hopper barges. The latest data for barge demand and river rates strongly support customer needs for new equipment at current pricing levels. We have idled one hopper barge production facility and our current backlog should carry us mid-way into the second quarter of 2005. We continue to give consideration to producing a limited number of barges for our leasing company. As for the barge litigation, discovery and pre-trial proceedings are continuing to move in the court system. Litigation expenses continue to erode the performance of this group. Jim Ivy will provide specific financial information during his update.

At this time I will turn the presentation over to Steve Menzies, President of Trinity Industries Leasing Company.

Trinity Industries, Inc.
Analyst Conference Call
March 3, 2005
Comments by Steve Menzies

Thank you Bill. Good morning. Demand for railcars in North America remained strong in the 4^th quarter. Continuing the solid recovery that began earlier in 2004, more than 12,000 railcars were ordered industry-wide during the fourth quarter, bringing total orders for 2004 to approximately 72,000. This is the largest level of annual industry railcar orders since 1998.

During the 4^th quarter, Trinity received more than 4,600 railcar orders or approximately 37% of all North American industry orders. Based upon current order inquiries, 1^st quarter 2005 order activity and the tight supply of available railcars, we believe 2005 railcar orders will support our production plans into 2006. In addition to the volume of new railcar orders, the diversity among car types and customers indicates a broad-based, railcar market recovery. Our fourth quarter orders included a variety of cars including

•

covered hoppers used for grains, feed, cement, milled products and plastic resins;

All of the orders Trinity received during the quarter were for car types currently in production. This is consistent with our strategy of pursuing new business that can be tacked on to current production runs, thus avoiding costly changeovers.

The industry-wide backlog at the end of the year was approximately 59,000 railcars. Backlog has remained basically stable during the past two quarters reflecting continued solid order levels, increased industry production and improvement in the supply industry’s ability to meet this increased demand. Trinity’s railcar production backlog of 19,400 railcars is approximately 33% of the industry’s total backlog and is basically the same as our backlog at the end of the 3^rd quarter of 2004.

Trinity Industries Leasing Company continued to grow its railcar fleet, taking delivery of approximately 750 new railcars during the 4^th quarter. This represents about 15% of Trinity’s North American 4^th quarter shipments. For the year 2004, we added 2,600 new railcars to the lease fleet, approximately 17.0% of Trinity’s North American shipments. Our operating lease fleet has grown to more than 20,000 railcars from 17,700 railcars a year ago. Our committed lease backlog at the end of 2004 was approximately 3,100 railcars or 16% of Trinity’s North American production backlog reflecting the positive response we are receiving from industrial shippers and railroads for our leasing services. We believe our leasing business is well positioned to respond to a growing trend: that of replacing older railcars with larger, more efficient railcars. Our fleet utilization increased to 99.0% at the end of 2004 compared to 98.1% at the end of 2003 reflecting the strong overall demand for railcars. Our average remaining lease term is almost six years. Consistent with industry-wide high utilization of railcar fleets and the strong level of new car building, average new car lease rates and renewal lease rates continue to rise.

My comments will relate primarily to the fourth quarter of 2004. We expect to file our Form 10-K within the next week and you will find more details there summarizing the full year. During my remarks, I will be providing guidance regarding Rail Group operating profit margins for 2005 by quarter and earnings per share guidance for the 1st quarter and the full year.

Revenues for the fourth quarter of 2004 grew 51% over the last quarter of 2003 as sales volume increased in every group except Leasing. The Leasing Group’s revenues taken at face value are somewhat misleading, however. Last year’s fourth quarter revenues for this group were positively impacted by an $8.5 million sale of railcars from the lease fleet which did not recur this year. An 8-cent per share loss was recorded in the fourth quarter of 2004 compared to a 4-cent per share loss for the same quarter last year. This is in line with the guidance we gave during our last conference call which was that fourth quarter results would range from a loss of 10 cents per share to a profit of 5 cents per share. The impact of steel and material cost increases that occurred primarily earlier in the year was approximately $17 million in the fourth quarter.

We estimate the total impact of steel and material cost increases on our cost of sales for 2004 to be approximately $146 million. Of that amount, we were able to recover approximately $89 million from customers leaving a net decline in operating profit of approximately $57 million.

In our Rail Group, North American railcar revenues grew 69% during the fourth quarter of 2004 compared to the fourth quarter of 2003. North American shipments of new railcars grew to approximately 5,000 cars compared to approximately 2,900 in the fourth quarter last year and approximately 4,150 in the 3rd quarter of 2004. Rail Group sales to the Leasing & Management Services Group were $54.7 million in the fourth quarter of 2004 with profits of $5.3 million compared to sales in the fourth quarter of 2003 of $64.6 million with profits of $3.3 million. These intercompany sales and profits are eliminated in consolidation.

European rail revenues were up 55% in the fourth quarter of 2004 compared to the fourth quarter of 2003. Fourth quarter revenues were more than double those of the 3^rd quarter—not unexpected since our European plant had a scheduled shutdown for maintenance in August. Component revenues were flat year over year at approximately $28.5 million for the quarter.

The impact of steel cost increases for the fourth quarter in the Rail Group was approximately $15 million, bringing the year-to-date impact on the Rail Group to approximately $40 million. Approximately 23% of the railcar deliveries in the 4^th quarter were under contracts with escalation clauses. On an overall basis for the 4^th quarter, escalation clause effectiveness was around 70%, a few points better than we had anticipated. As I mentioned in more detail during our conference call last quarter, the effectiveness of our escalation clauses in respect to passing on cost increases is expected to improve in 2005. During the course of 2004, we continually fine-tuned our escalation clauses to enhance protection against steel price increases.

I am going to give you some statistics regarding our backlog at December 31, 2004 to give you some perspective on the impact of steel and material cost increases and our exposure to future cost increases. Our North American backlog as of December 31, 2004 consisted of approximately 19,400 railcars with an estimated sales value of approximately $1.3 billion. All but about 8% of that amount is scheduled for delivery during 2005. Of that $1.3 billion in backlog revenue, we believe $1.2 billion, or 94%, is not exposed to additional significant margin deterioration related to future steel and material cost increases. This is because:

•

approximately 77% of the backlog revenue dollars is subject to contracts with escalation clauses.

•

an estimated 17% is either related to contracts with locked-in steel costs—or the steel necessary for those contracts has already been purchased and delivered.

Although we do not expect additional significant margin deterioration as our backlog is delivered in 2005, overall margins will still be impacted as a result of the steel and material cost increases that occurred in 2004. I would also point out that w

e have obligations to deliver 1,000 unspecified car types in 2006 and 2007 that are not reflected in our backlog. These cars are under terms that could cause the price escalation to be out of sync with the changes in cost and could result in margin growth or deterioration.

Based on anticipated steel and material costs for 2005, we presently expect operating margins for the Rail Group to improve each quarter during 2005: from around 1% in the first quarter to 3 1/2% to 4% in the 2^nd quarter, 4 1/2% to 5% in the 3^rd quarter, and 5 1/2% to 6% in the fourth quarter. These projections take into account the losses early in the year in Europe that Tim mentioned. This improvement in margins will occur as we continue to reduce the unprotected fixed-price contracts in our backlog and deliver against contracts with better pricing. Included in our assumptions for 2005 are: an improving rail market in Europe later in the year, achieving production efficiencies in North America, and no significant supply problems in steel or components.

In our Construction Products Group this quarter, revenues were up year-over-year primarily due to volume and pricing in our fittings and highway safety businesses and recent acquisitions in the concrete business. Operating profit and margins declined due to 24% fewer good weather days in our market area for concrete and aggregates in the fourth quarter of 2004 compared to the same quarter of 2003.

As expected going into the quarter, the Inland Barge Group’s fourth quarter was adversely affected by approximately $2.9 million in steel cost increases that occurred earlier in the year. The total estimated impact of steel price increases on our 2004 Inland Barge Group earnings is approximately $15 million. Barge litigation expenses were $1 million in the fourth quarter and $5.1 million for the year. Substantially all of the barge backlog at December 31, 2004 is covered by escalation clauses or locked in steel cost so there is little exposure in the Barge Group to negative P&L effects of future steel cost increases associated with the backlog.

On a consolidated basis, SE&A expenses have declined to 7.2% of revenues from 9.5% of revenues in the fourth quarter of 2003. Interest expense is up in connection with the $300 million bond offering in March 2004. Investment in working capital grew primarily due to increasing sales and production volumes as well as increased steel and material costs.

Earnings per share for the first quarter, which is generally a down quarter for the Construction Products Group due to weather, is expected to be in a range of a 10-cent loss to a 5-cent profit or, in other words, a similar quarter to the 4th quarter of 2004. Our expectation for 2005 is an EPS of between 85 cents and $1.05 per share. Included in our assumptions for 2005 are: an improving rail market in Europe later in the year, achieving production efficiencies in North America, no significant supply problems in steel or components, deferral of profit of $26 million on sales from the Rail Group to the Leasing and Management Services Group, improving orders in our barge business, and no unanticipated adverse resolution of legal matters.


Delaware	1-6903	75-0225040
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

2525 Stemmons Freeway, Dallas, Texas		75207-2401
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	Trinity Industries, Inc.

March 3, 2005	By:	Michael G. Fortado

		Name: Michael G. Fortado
		Title: Vice President and Secretary


Exhibit No.		Description

99.1		News Release dated March 2, 2005 with respect to the operating results for the three months and year ended December 31, 2004.
99.2		Conference call script of March 3, 2005 of Neil O. Shoop, Treasurer.
99.3		Conference call script of March 3, 2005 John L. Adams, Executive Vice President.
99.4		Conference call script of March 3, 2005 of Timothy R. Wallace, Chairman, President and Chief Executive Officer.
99.5		Conference call script of March 3, 2005 of William A. McWhirter, Transitioning Vice President and Chief Financial Officer.
99.6		Conference call script of March 3, 2005 of D. Stephen Menzies, President of Trinity Industries Leasing Company.
99.7		Conference call script of March 3, 2005 of Jim S. Ivy, Senior Vice President and Chief Financial Officer.


Media Contact:		Investor Contact:
Nancy Farrar Farrar Public Relations 817/937-1557		Neil Shoop Treasurer 214/589-8561


Date of Report (Date of Earliest Event Reported):		March 2, 2005


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