-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ARYg6Jfgmsm+p7Qg0SZsUSmtbSt18X3VEJd5FzwfhXyzMXfiWMl4EoXBacOVeyPq NzFXAlzyLsdXsgQxlC/Hug== 0001299933-06-001429.txt : 20060302 0001299933-06-001429.hdr.sgml : 20060302 20060302153532 ACCESSION NUMBER: 0001299933-06-001429 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20060301 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20060302 DATE AS OF CHANGE: 20060302 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRINITY INDUSTRIES INC CENTRAL INDEX KEY: 0000099780 STANDARD INDUSTRIAL CLASSIFICATION: RAILROAD EQUIPMENT [3743] IRS NUMBER: 750225040 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06903 FILM NUMBER: 06659742 BUSINESS ADDRESS: STREET 1: 2525 STEMMONS FREEWAY CITY: DALLAS STATE: TX ZIP: 75207-2401 BUSINESS PHONE: 214-631-4420 FORMER COMPANY: FORMER CONFORMED NAME: TRINITY STEEL CO INC DATE OF NAME CHANGE: 19720407 8-K 1 htm_10692.htm LIVE FILING Trinity Industries, Inc. (Form: 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):   March 1, 2006

Trinity Industries, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

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

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02 Results of Operations and Financial Condition.

The Registrant hereby furnishes the information set forth in its News Release, dated March 1, 2006, announcing operating results for the three months and year ended December 31, 2005, a copy of which is furnished as exhibit 99.1 and incorporated herein by reference. On March 2, 2006, the Registrant held a conference call and web cast with respect to its financial results for the three months and year ended December 31, 2005. The conference call scripts of James E. Perry, Treasurer; Timothy R. Wallace, Chairman, President, and Chief Executive Officer; D. Steven Menzies, President of Trinity Industries Leasing Company and Group President; and William A. McWhirter II, Vice President and Chief Financial Officer are furnished as exhibits 99.2, 99.3, 99.4, and 99.5 respectively, and incorporated herein by reference. This information in not "filed" pursuant to the Securities and Exchange Act and is not incorporated by reference into any Securities Act registration statements. Additionally, the submission of the report on Form 8-k is not an admission of the materiality of any information in this report that is required to be disclosed solely by Regulations FD.





Item 7.01 Regulation FD Disclosure.

The Registrant hereby furnishes the information set forth in its News Release, dated March 1, 2006, announcing operating results for the three months and year ended December 31, 2005, a copy of which is furnished as exhibit 99.1 and incorporated herein by reference. On March 2, 2006, the Registrant held a conference call and web cast with respect to its financial results for the three months and year ended December 31, 2005. The conference call scripts of James E. Perry, Treasurer; Timothy R. Wallace, Chairman, President, and Chief Executive Officer; D. Steven Menzies, President of Trinity Industries Leasing Company and Group President; and William A. McWhirter II, Vice President and Chief Financial Officer are furnished as exhibits 99.2, 99.3, 99.4, and 99.5 respectively, and incorporated herein by reference. This information in not "filed" pursuant to the Securities and Exchange Act and is not incorporated by reference into any Securities Act registration statements. Additionally, the submission of the report on Form 8-k is not an admission of the materiality of any information in this report that is required to be disclosed solely by Regulations FD.






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 hereunto duly authorized.

         
    Trinity Industries, Inc.
          
March 2, 2006   By:   Michael G. Fortado
       
        Name: Michael G. Fortado
        Title: Vice President and Secretary


Exhibit Index


     
Exhibit No.   Description

 
99.1
  News Release dated March 1, 2006 with respect to the operating results for the three months and year ended December 31, 2005.
99.2
  Conference call script of March 2, 2006 for James E. Perry, Treasurer.
99.3
  Conference call script of March 2, 2006 for Timothy W. Wallace, Chairman, President, and Chief Executive Officer.
99.4
  Conference call script of March 2, 2006 for D. Stephen Menzies, President of Trinity Industries Leasing Company and Group President.
99.5
  Conference call script of March 2, 2006 for William A. McWhirter II, Vice President and Chief Financial Officer.
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

Exhibit 99.1

NEWS RELEASE

Investor Contact:
James Perry, Treasurer
Trinity Industries, Inc.
214/589-8412

FOR IMMEDIATE RELEASE

Trinity Industries Reports Record Quarterly Revenues

DALLAS – March 1, 2006 – Trinity Industries, Inc. (NYSE:TRN) today reported financial results for the three months and year ended December 31, 2005. Revenues for the three months ended December 31, 2005 increased 25 percent to $781.3 million compared to revenues of $627.3 million for the same period in 2004. Revenues for the full year 2005 were up 32 percent, increasing to $2,902.0 million from $2,198.1 million in 2004. The fourth quarter revenues were the highest quarterly revenues in the Company’s history.

For the quarter ended December 31, 2005, the Company reported earnings of $25.4 million, or $0.49 per common diluted share, compared with a net loss of $3.0 million or $0.08 per common diluted share for the same quarter of 2004. The fourth quarter of 2004 included steel and material cost increases that negatively impacted earnings by an estimated $17 million, the equivalent of $11 million after taxes or 24 cents per share. The fourth quarter of 2005 included a pre-tax non-cash charge of $14.2 million, or $0.18 per common diluted share, for an impairment charge of long-lived assets associated with our European Rail operations. Excluding this charge, diluted earnings per common share were $0.67.

For the year ended December 31, 2005, the Company reported earnings of $86.3 million, or $1.69 per common diluted share, compared with a net loss of $9.3 million, or $0.27 loss per common diluted share, for the full year 2004. The year ended December 31, 2004 included pre-tax charges for steel and related material cost increases totaling $57 million, or 80 cents per share. Excluding the fourth quarter impairment charge associated with fixed assets in our European Rail operations, 2005 earnings were $1.87 per common diluted share.

“I am very pleased with our fourth quarter and full year results,” said Timothy R. Wallace, Trinity’s Chairman, President and CEO. “Our revenues have more than doubled during the last two years and our margins have recovered.”

“Railcar shipments in North America totaled 5,918 units during the fourth quarter and 22,934 for the full year, the highest total since 1999,” Wallace said. “In addition, Trinity made a significant investment in its railcar leasing business during 2005, adding more than 5,250 new railcars to its lease fleet, which brings the total number of cars in our lease fleet to over 24,875 at year-end. These fleet additions will help to provide steady revenue, strong cash flows and profitability for the next several years in this area of our business. Overall, the momentum we experienced during 2005 is being carried forward in 2006 into all of our North American businesses. Demand drivers are positive, order levels remain strong and we are excited about the opportunities presented by this upbeat market environment.”

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 Energy Equipment Group. Trinity’s web site may be accessed at http://www.trin.net.

Some statements in this release, which are not historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about Trinity’s estimates, expectations, beliefs, intentions or strategies for the future, and the assumptions underlying these forward-looking statements. Trinity uses the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” and similar expressions to identify these forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience of our present expectations. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward looking statements, see “Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the most recent fiscal year.

- TABLES TO FOLLOW -

1

Trinity Industries, Inc.
Condensed Consolidated Income Statement

(in millions, except per share amounts)

                 
    Three Months Ended December 31,
    2005   2004
Revenues
  $ 781.3     $ 627.3  
Operating profit
  $ 50.1     $ 2.5  
Other expense
    8.4       8.3  
 
               
Income (loss) before income taxes
    41.7       (5.8 )
Provision (benefit) for income taxes
    16.3       (2.8 )
 
               
Net income (loss)
    25.4       (3.0 )
Dividends on Series B preferred stock
    (0.8 )     (0.8 )
 
               
Net income (loss) applicable to common shareholders
  $ 24.6     $ (3.8 )
 
               
Net income (loss) applicable to common shareholders per common share:
               
Basic
  $ 0.51     $ (0.08 )
 
               
Diluted
  $ 0.49     $ (0.08 )
 
               
Weighted average number of shares outstanding:
               
Basic
    48.0       46.7  
Diluted
    52.0       46.7  

2

Trinity Industries, Inc.
Condensed Consolidated Income Statement

(in millions, except per share amounts)

                 
    Year Ended December 31,
    2005   2004
Revenues
  $ 2,902.0     $ 2,198.1  
Operating profit
  $ 170.4     $ 14.1  
Other expense
    26.8       29.2  
 
               
Income (loss) before income taxes
    143.6       (15.1 )
Provision (benefit) for income taxes
    57.3       (5.8 )
 
               
Net income (loss)
    86.3       (9.3 )
Dividends on Series B preferred stock
    (3.2 )     (3.1 )
 
               
Net income (loss) applicable to common shareholders
  $ 83.1     $ (12.4 )
 
               
Net income (loss) applicable to common shareholders per common share:
               
Basic
  $ 1.76     $ (0.27 )
 
               
Diluted
  $ 1.69     $ (0.27 )
 
               
Weighted average number of shares outstanding:
               
Basic
    47.3       46.5  
Diluted
    51.1       46.5  

3

Trinity Industries, Inc.
Condensed Segment Data

(in millions)

                 
    Three Months Ended
    December 31,
Revenues:   2005   2004
Rail Group
  $ 531.9     $ 406.2  
Construction Products Group
    169.4       133.5  
Inland Barge Group
    81.7       56.8  
Energy Equipment Group
    75.4       50.7  
Railcar Leasing and Management Services Group
    58.6       37.7  
All Other
    12.0       8.8  
Eliminations
    (147.7 )     (66.4 )
 
               
Total Revenues
  $ 781.3     $ 627.3  
 
               
                 
Operating profit (loss):   Three Months Ended
    December 31,
    2005   2004
Rail Group
  $ 31.7     $ (1.3 )
Construction Products Group
    12.8       5.4  
Inland Barge Group
    9.0       (2.0 )
Energy Equipment Group
    10.4       6.1  
Railcar Leasing and Management Services Group
    16.3       10.1  
All Other
          (1.5 )
Corporate
    (9.6 )     (8.8 )
Eliminations
    (20.5 )     (5.5 )
 
               
Consolidated
  $ 50.1     $ 2.5  
 
               

4

Trinity Industries, Inc.
Condensed Segment Data

(in millions)

                 
    Year Ended December 31,
Revenues:   2005   2004
Rail Group
  $ 1,953.5     $ 1,255.9  
Construction Products Group
    675.3       578.1  
Inland Barge Group
    240.7       210.4  
Energy Equipment Group
    236.6       154.0  
Railcar Leasing and Management Services Group
    203.7       181.0  
All Other
    43.4       32.9  
Eliminations
    (451.2 )     (214.2 )
 
               
Total Revenues
  $ 2,902.0     $ 2,198.1  
 
               
                 
Operating profit (loss):   Year Ended December 31,
    2005   2004
Rail Group
  $ 93.7     $ (18.5 )
Construction Products Group
    63.7       40.4  
Inland Barge Group
    15.7       (14.8 )
Energy Equipment Group
    31.2       14.5  
Railcar Leasing and Management Services Group
    55.8       42.0  
All Other
    (4.3 )     (2.7 )
Corporate
    (35.0 )     (32.6 )
Eliminations
    (50.4 )     (14.2 )
 
               
Consolidated
  $ 170.4     $ 14.1  
 
               

5

Trinity Industries, Inc.
Condensed Consolidated Balance Sheet

(in millions)

                 
    December 31,   December 31,
    2005   2004
Cash and equivalents
  $ 150.9     $ 182.3  
Accounts receivable
    250.1       214.2  
Inventories
    444.2       402.3  
Net property, plant and equipment, at cost (1)
    1,121.1       810.9  
Other assets
    620.2       600.5  
 
               
 
  $ 2,586.5     $ 2,210.2  
 
               
Accounts payable and accrued liabilities
  $ 629.9     $ 511.7  
Debt (2)
    689.0       518.0  
Deferred income
    45.2       47.2  
Other liabilities
    49.3       62.2  
Series B preferred stock
    58.7       58.2  
Stockholders’ equity
    1,114.4       1,012.9  
 
               
 
  $ 2,586.5     $ 2,210.2  
 
               
(1) Property, Plant and Equipment
               
 
               
Corporate/Manufacturing:
               
Property, plant and equipment
  $ 861.2     $ 885.2  
Accumulated depreciation
    (592.5 )     (589.6 )
 
               
 
    268.7       295.6  
 
               
 
               
Leasing:
               
Equipment on lease
    998.3       635.7  
Accumulated depreciation
    (145.9 )     (120.4 )
 
               
 
    852.4       515.3  
 
               
 
  $ 1,121.1     $ 810.9  
 
               
(2) Debt
               
Corporate/Manufacturing — Recourse
               
Revolving commitment
  $     $  
Senior notes
    300.0       300.0  
Other
    2.6       5.3  
 
               
 
    302.6       305.3  
 
               
Leasing – Recourse
               
Equipment trust certificates
    130.1       170.0  
 
               
 
    130.1       170.0  
 
               
Leasing – Non-recourse
               
Warehouse facility
    256.3       42.7  
 
               
 
    256.3       42.7  
 
               
 
  $ 689.0     $ 518.0  
 
               

6

Trinity Industries, Inc.
Reconciliation of EBITDA

(in millions)

“EBITDA” is defined as net income (loss) plus income taxes, interest expense, and depreciation and amortization. EBITDA is not a calculation based on generally accepted accounting principles. The amounts included in the EBITDA calculation, however, are derived from amounts included in the historical statements of operations 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 press release may not always be comparable to similarly titled measures by other companies due to differences in the components of the calculation.

                 
    Three Months Ended December 31,
    2005   2004
Net income (loss)
  $ 25.4     $ (3.0 )
Add:
               
Provision (benefit) for income taxes
    16.3       (2.8 )
Depreciation and amortization expense
    37.1       20.7  
Interest expense
    10.3       10.7  
 
               
Earnings before income taxes, depreciation and amortization
  $ 89.1     $ 25.6  
 
               
                 
    Year Ended December 31,
    2005   2004
Net income (loss)
  $ 86.3     $ (9.3 )
Add:
               
Provision (benefit) for income taxes
    57.3       (5.8 )
Depreciation and amortization expense
    105.4       87.2  
Interest expense
    42.2       42.8  
 
               
Earnings before income taxes, depreciation and amortization
  $ 291.2     $ 114.9  
 
               

• END -

7 EX-99.2 3 exhibit2.htm EX-99.2 EX-99.2

Exhibit 99.2

Fourth Quarter and Full Year 2005 Results Conference Call
James E. Perry, Treasurer
March 2, 2006
Final

Thank you, Tosha.

Good morning from Dallas, Texas and welcome to the Trinity Industries’ Fourth Quarter and Full Year 2005 Results Conference Call. I’m James Perry, Treasurer for Trinity. Thank you for being with us today.

     
In addition to me, you will hear today from :

    Tim Wallace, Chairman, President and Chief Executive Officer

    Steve Menzies, Group President, Tank Car, Leasing and Services; and

    Bill McWhirter, Vice President and Chief Financial Officer

Following that, we’ll move to the Q&A session.

A replay of this conference call will be available starting one hour after the conference call ends today through midnight on Thursday, March 9th. The replay number is (402) 220-0116.

I would also like to welcome our audio web cast listeners today. Replay of this broadcast will also be available on our website located at www.t-r-i-n.net.

Before we get started, let me remind you that:

“Today’s conference call contains forward looking statements as defined by the Private Securities Litigation Reform Act of 1995 and includes statements as to estimates, 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.”

The Company has received a request from various entities affiliated with its Director, Craig Duchossois, to register 3.15 million shares of common stock. This is pursuant to the exercise of a demand registration right entered into at the time of the acquisition of Thrall Car Manufacturing Company. Trinity is in the process of complying with its obligations pursuant to this demand. This will fulfill the Company’s obligation to register common stock under this agreement. The Company has also agreed to register an additional 500 thousand shares for sale that were acquired in the open market by Duchossois-related entities. In December of 2004, an affiliate of Mr. Duchossois sold 4 million shares that were acquired in the Thrall acquisition.

I will now address our balance sheet:

At December 31st, our borrowings at the corporate level were the 300 million dollars of senior notes and 2.6 million dollars of other indebtedness. The Leasing Company’s debt included the 130.1 million dollars of Equipment Trust Certificates and 256.3 million dollars outstanding under our railcar leasing warehouse facility.

At December 31st, our debt to total capital ratio was 37 percent, up from the comparable amount of 32.6% at December 31, 2004, principally due to lease fleet expansion.

At December 31st, our cash position was 150.9 million dollars.

In February 2006, Trinity converted the outstanding preferred shares into just over 2.67 million shares of common stock. These shares were already included in previously reported fully diluted share counts. The impact of this transaction is the termination of the preferred stock dividend.

Now, here’s Tim Wallace.

Tim

Steve

Bill

Thanks, Bill. Now our operator will prepare us for the Q & A session.

Q & A Session

Thank you, Tosha. This concludes today’s conference call.

Remember, a replay of this call will be available starting one hour after this call ends today through midnight, Thursday, March 9th. The access number is (402) 220-0116. Also, this replay will be available on our website located at www.t-r-i-n.net.

We look forward to visiting with you again on our next conference call. Thank you for joining us this morning.

EX-99.3 4 exhibit3.htm EX-99.3 EX-99.3

Exhibit 99.3

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

March 2, 2006

FINAL

Thank you James, and good morning everyone. 

I am pleased with our progress. 2005 was another growth year for us. Revenues increased 32% to $2.9 billion dollars. During the past two years, our revenues have doubled. Our operating profit improved dramatically from $14.1 million in 2004 to $170.4 million in 2005.

In the 4th quarter, we set an all time revenue record. All of our business segments improved their profitability over the 4th quarter last year. The steps we took to reposition our company during the down cycle are now paying off. Each quarter, we continue to build on the momentum from the previous quarter. Occasionally, we experience some unanticipated materials issues as a result of our tight supply chains. Fortunately, we have been able to overcome spot materials shortages and continue to improve our earnings.

On the surface, our European railcar business looks fairly bleak. From an internal perspective, we are making progress. I expect the consolidation actions we have taken during the down cycle to pay off when the market recovers. It appears we may have hit the bottom of the cycle in Europe during the 4th quarter. Our backlog of orders at the end of the 4th quarter in Europe was 334 units. Fortunately, we sold some railcars recently. We shipped 513 units during the 4th quarter versus 362 units in the 3rd quarter. Our shipments for the next few quarters will remain between 250 and 300 units until we build a stronger backlog. We expect to lose between $3 — 4 million dollars in operating profit per quarter for the first half of the year. We continue to closely monitor our European railcar business activities as we cut costs and review our strategic alternatives.

Our 4th quarter North American railcar shipments totaled 5,918 units. Our 2005 annual shipments reached 22,934 units. This was a 52% increase over 2004. We expect our quarterly shipments to fluctuate between 6000 and 6300 units during 2006. Our short term objectives for our North American rail business are to: continue to improve our profitability through productivity initiatives, pursue orders that extend our production lines, launch new production lines in Mexico and enhance our ability to make quick, efficient product line changeovers.

Demand for several of our railcar products in North America continues to be robust. We are receiving a steady stream of inquiries on a variety of railcar types. Steve Menzies will provide more information on this subject during his presentation.

During the 4th quarter, we successfully installed new tooling on our coal car production line. In January, we launched our second coal car line and we are planning to install a third coal car production line later this year. We will begin shipping railcars from our new plant in Mexico during the 2nd quarter of 2006. We have already sold some specific railcar models that will facilitate training our new workers in Mexico. We are planning to expand our production output at our new facility over the next 18 to 24 months. Long term, we are optimistic about our overall competitive position. Trinity has, by far, the largest amount of low-cost manufacturing capacity in Mexico.

As for the company as a whole, I remain very optimistic about both our current opportunities and those on the horizon. Our barge business has a very strong backlog and our customers are continuing to discuss opportunities for future business. In January, we announced a multi-year agreement to manufacture barges for Ingram Barge Company. This is a win / win for both companies. Ingram is assured a consistent flow of new barges. We have a long term base load of production with the ability to adjust prices for cost increases. We are currently looking at a variety of ways to increase our barge production capacity and maximize our flexibility.

Our construction product businesses are continuing to perform well. Weather conditions in the southwestern part of the United States were very construction friendly during the 4th quarter. During January we had good construction weather as well. During the last few weeks, winter weather has impacted our construction-related businesses a little bit. Demand remains strong in our concrete and aggregate businesses. We are continuing to enhance the overall value of our concrete and aggregates businesses by adding some strategic, new green-field operations.

I am very pleased with the way our structural wind towers business is taking shape. We have a good backlog of orders. This is a key growth business for us during 2006. Wind tower structures are very large diameter objects which require specific manufacturing expertise. Trinity is fortunate to have a high level of competency in fabricating large diameter shapes like these. This is an especially good business for us since we are able to convert some of our existing manufacturing facilities in order to pursue these opportunities.

Trinity’s leasing company continues to play a vital support role for our railcar manufacturing businesses. The demand for railcar leasing remains strong. We are positioned very well to be able to provide a large number of new railcars in a strong market. Steve Menzies will provide more details about this business in his report. As you can tell, I was pleased with our 4th quarter results. I am also very excited with the momentum our businesses are experiencing. I remain very optimistic about our opportunities for 2006.

Steve Menzies will now make his comments.

EX-99.4 5 exhibit4.htm EX-99.4 EX-99.4

Exhibit 99.4

Trinity Industries, Inc
Analysts Conference Call
March 2, 2006
Comments by Steve Menzies

Thank you, Tim. Good morning! I am going to make a few comments about the railcar market followed by a few remarks about our leasing and management services business.

Industry demand for railcars in North America remained strong in the 4th quarter. This was a continuation of the strong pace set in early 2004 that continued throughout 2005. More than 26,700 railcars were ordered industry-wide during the 4th quarter. This figure is significantly greater than the quarterly average of 19,000 railcar orders over the last eight quarters. Industry orders for the year 2005 totaled more than 80,900 railcars, well exceeding the almost 72,000 railcars ordered in 2004. Industry order levels have increased each of the last four years.

Strong railcar demand is reflected across multiple key market segments. Demand remains strong for both Powder River Basin and Interior coal as utilities continue to use coal as the preferred fuel for power generation. Demand for covered hoppers that can carry cement, resins and agricultural products is also high. The growth in renewable fuels, particularly ethanol, has also caused a surge in tank car demand. In addition, strong prices for scrap steel are encouraging the retirement of some older railcars.

During the 4th quarter of 2005, Trinity received more than 7,700 railcar orders. We continue to focus our sales efforts on orders that meet our pricing requirements and extend our existing production lines. We received orders during the 4th quarter that will extend production lines for a variety of cars. Specifically, we received orders for covered hoppers for agricultural products, resins and cement; coal cars; railcars for coiled steel and scrap steel, box cars, tank cars and autoracks. Our customer mix was diverse. In addition to railroad, third party lessors, industrial shippers and utilities placed orders with us during the quarter. Current order levels and inquiries indicate strong momentum for a variety of railcars continuing into 2006 and 2007, supporting our production and sales strategies. In fact, we have received substantial orders during the lst quarter of 2006 including orders for coal cars, tank cars, box cars, autoracks and covered hoppers reflecting continued broad-based strong demand. Thus far our orders through February are higher than orders for any full quarter since 1998.

The industry-wide production backlog at the end of the 4th quarter increased to more than 69,400 railcars. Industry backlog has remained stable during the past five quarters. This indicates that industry order levels are keeping pace with increased industry production and that the supply chain is meeting current demand. However, we believe tight supplies of railcar castings are critical for further increases in production beyond current levels. Trinity’s railcar production backlog in North America increased 11% to 18,700 railcars at the end of 2005. With the momentum of inquiries and orders I referred to earlier, we anticipate reporting an increased backlog at the end of the lst quarter of 2006, as well.

Trinity Industries Railcar Leasing and Management Services Group continued to grow its railcar fleet during the 4th quarter, taking delivery of approximately 1,700 new railcars. This represents about 29% of Trinity’s North American 4th quarter shipments. For the year ended December 31, 2005, Trinity Leasing took delivery of more than 5,200 new railcars, 23% of Trinity’s 2005 North American railcar shipments. Our operating lease fleet now includes a well diversified portfolio of more than 24,800 railcars as compared to the 20,300 railcars that were in our fleet on December 31, 2004. In addition, we manage more than 63,000 railcars that are part of our customers’ fleets. Our strategy is to develop solid, long term relationships with the end users of our railcars. This will help us grow our leasing business, resulting in a significant, stable earnings stream .

Our committed lease backlog at the end of the 4th quarter increased to 5,700 railcars or 31.0% of Trinity’s North American production backlog. This backlog extends through 2006 and into 2007. Our fleet utilization increased slightly to 99.5% at the end of 2005 compared to 99.4% at the end of the 3rd quarter 2005 and 99.0% at December 31, 2004. The average age of the railcars in our lease fleet is 5.2 years. Our average remaining lease term is more than six years. Lease rates continue to rise as a result of high fleet utilization, strong levels of new car building and rising new car prices. Our renewal rate, the number of leases renewed as a percentage of expiring leases, has been exceptionally high. Our average fleet lease rate has continued to increase quarter over quarter reflecting the high number of lease renewals and rising new car lease rates.

I’ll now turn it over to Bill McWhirter.

EX-99.5 6 exhibit5.htm EX-99.5 EX-99.5

Exhibit 99.5

Trinity Industries, Inc.
Earnings Release Conference Call
Comments of William McWhirter, Vice President and Chief Financial Officer

March 2, 2006

Thank you Steve and good morning everyone!

My comments relate primarily to the fourth quarter of 2005. We will file our Form 10-K this morning. You will find more details there for the year ended December 31, 2005. During my remarks, I will provide earnings per share guidance for the first quarter and the full year of 2006. Additionally, I will provide new guidance with respect to operating margins in our Rail and our Inland Barge groups.

We are pleased with our fourth quarter 2005 earnings of 67 cents per share before the 18 cent charge associated with the European assets. These results compare with earnings of 65 cents per share in the third quarter of 2005 and a loss of 8 cents per share in the fourth quarter of 2004. Revenues for the fourth quarter of 2005 increased 25% over the same quarter last year to $781 million. Our earnings of 67 cents per share exceeded the top end of our previous fourth quarter guidance by 20 cents per share. We attribute this performance principally due to the following items:

    strong operating performance in our North American Rail Car production facilities resulting from line continuity and efficiency gains

    better than anticipated weather conditions for Construction Products’ segment

    and our cost for certain raw materials were more favorable than projected.

At this time I will discuss the performance of our individual business segments.

Construction Products Group
Our Construction Products group, which plays a key part in our earnings diversification strategy, provided revenues which were up by 27% when compared to the same quarter of the previous year. Operating profit increased by $7.4 million and margins improved from 4% to 7.6%.

Our Concrete and Aggregate business accounted for 53% of the group’s revenues.

Our Highway Products business, which accounted for 31% of the group’s revenues, is also performing well. Revenues from this unit’s proprietary line of products continue to be strong.

Our Fittings and Bridge businesses account for the remainder of revenues. Both of these businesses are performing well.

Inland Barge Group
The Inland Barge group’s fourth quarter performance was the strongest we have seen for some time, posting revenues of $82 million and operating profit of $9 million. Our December 31, 2005 backlog of work is approximately $335 million versus $100 million one year ago. This backlog does not include any barges associated with the announced Ingram order. We continue to have a very strong inquiry list at this time.

We anticipate Inland Barge revenues of approximately $75 to
$90 million per quarter during 2006. Operating profit margins are expected to range between 7.5% and 8.5% for the first quarter with an average margin for the year of between 9% and 10%. The first quarter projected margins represent orders in our backlog with less pricing strength than those which will be delivered in the latter part of the year.

Energy Equipment Group
We are very pleased with the Energy Equipment group’s fourth quarter performance. On a quarter-over-quarter basis, revenue increased approximately 49% to $75 million and operating profit improved by $4.3 million, bringing the quarterly margin to 13.8%. Our current backlog for Structural Windtowers is strong and we believe wind energy will continue to become more competitive with traditional energy sources. We anticipate the revenues from our Windtower business to grow to over $120 million in 2006 compared with approximately $67 million in 2005 and $11 million in 2004.

Leasing
In our Railcar Leasing and Management Services business, we reported revenues of $58.6 million, which were up $20.9 million on a quarter over quarter basis. Total operating profit increased by $6.2 million due to the additions to the fleet, improved utilization, increased lease rates and car sales that occurred during the fourth quarter. Growing our Leasing and Management Services group continues to be a key part of our earnings diversification strategy. For the year ended 2005, we had car sales from the fleet of $35.4 million with profits of $8.4 million. We plan to invest between $400 and $475 million in net fleet additions during 2006.

Rail Group
In our Rail group, revenues were 31% higher on a quarter over quarter basis. Rail group sales to Trinity’s Leasing group were $133 million in the fourth quarter of 2005 with profits of $20.5 million, or approximately 26 cents per diluted share. This compared with sales to our Leasing group in the fourth quarter of 2004 of $54.7 million with profits of $5.3 million, or 7 cents per diluted share. These inter-company sales and profits are eliminated in consolidation.

Our European rail business continues to suffer from a depressed market. In the fourth quarter, cash flow projections for this business indicated an impairment of the carrying value of the European assets. As a result, pursuant to FAS 144, we recorded a non-cash impairment charge of $14.2 million. The total incurred loss, inclusive of the impairment charges and increased warranty charges, was approximately $22 million for the quarter. At our current build rate, we expect to continue to incur a quarterly loss for the first half of the year, of between $3.0 and $4.0 million.

Our previously forecasted operating margin for the rail segment during the fourth quarter was 6.5% to 7.5%. Actual results were 6.0%. When you remove the effect of our European operations, North America experienced an operating margin of 10.9%.

Based on our current operating performance and the quality of our backlog, we are providing first quarter guidance for the North American Rail group of a margin of between 9.0% and 10.5%. This guidance is based on the following assumptions:

    continued production efficiencies in North America, and

    no significant supply problems in steel or other basic materials.

There was no unrecoverable steel cost for the fourth quarter in the Rail group.

Our North American backlog as of December 31, 2005 consisted of 18,764 railcars with an estimated sales value of approximately $1.4 billion. The backlog is subject to a variety of escalation provisions and firm raw material contracts. Together these items are referred to internally as cost coverage. Cost coverage of the current backlog is approximately 93%.

Consolidated
On a consolidated basis, cash flow from operating activities was a positive $110.8 million for the quarter.

Non-leasing capital expenditures are currently projected to be approximately $115.0 million for 2006.

We anticipate consolidated earnings for the first quarter to range between 58 and 65 cents per share.

Overall, our company guidance for 2006 is for earnings per share of between $2.60 and $2.80 for the full year on a fully diluted basis. Included in our assumptions for 2006 are:

    the deferral of approximately $53 million in profit on sales from our Rail group to our Leasing group, or roughly 63 cents per diluted share for the year

     
 
  results in our European rail operations as discussed earlier

    continuing to achieve production efficiencies in North America

    no significant supply problems in steel or components

    normal weather conditions, and

    no unanticipated adverse resolution of legal matters.

In our earnings release yesterday, we provided a reconciliation of the non-GAAP term EBITDA. EBITDA for the year ended December 31, 2005 was approximately $290 million.

At this time I will turn the presentation back to James for the questions and answers session.

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