-----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, VJa+bB36lO/QOq0JoHZETuRqEfHHIyRGTfvortrqDa24LLZoCevD6uuzyibcjUhZ Ghmx7ggPGqIY4lWptlFlmQ== 0001299933-06-005175.txt : 20060803 0001299933-06-005175.hdr.sgml : 20060803 20060803124524 ACCESSION NUMBER: 0001299933-06-005175 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20060802 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20060803 DATE AS OF CHANGE: 20060803 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: 061001029 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_14155.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):   August 2, 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 August 2, 2006, announcing operating results for the three and six months ended June 30, 2006 a copy of which is furnished as exhibit 99.1 and incorporated herein by reference. On August 3, 2006, the Registrant held a conference call and web cast with respect to its financial results for the three and six months ended June 30, 2006. The conference call scripts of James E. Perry, Vice President and Treasurer; Timothy R. Wallace, Chairman, President, and Chief Executive Officer; D. Steven Menzies, Senior Vice President and Group President of the Rail Group; and William A. McWhirter II, Senior 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 submissi on 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 August 2, 2006, announcing operating results for the three and six months ended June 30, 2006 a copy of which is furnished as exhibit 99.1 and incorporated herein by reference. On August 3, 2006, the Registrant held a conference call and web cast with respect to its financial results for the three and six months ended June 30, 2006. The conference call scripts of James E. Perry, Vice President and Treasurer; Timothy R. Wallace, Chairman, President, and Chief Executive Officer; D. Steven Menzies, Senior Vice President and Group President of the Rail Group; and William A. McWhirter II, Senior 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 submissi on 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.
          
August 3, 2006   By:   William A. McWhirter II
       
        Name: William A. McWhirter II
        Title: Senior Vice President and Chief Financial Officer


Exhibit Index


     
Exhibit No.   Description

 
99.1
  News Release dated August 2, 2006 with respect to the operating results for the three and six months ended June 30, 2006.
99.2
  Conference call script of August 3, 2006 for James E. Perry, Vice President and Treasurer.
99.3
  Conference call script of August 3, 2006 for Timothy R. Wallace, Chairman, President, and Chief Executive Officer.
99.4
  Conference call script of August 3, 2006 for D. Stephen Menzies, Senior Vice President and Group President of the Rail Group.
99.5
  Conference call script of August 3, 2006 for William A. McWhirter II, Senior 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, Vice President and Treasurer
Trinity Industries, Inc.
214/589-8412

FOR IMMEDIATE RELEASE

Trinity Industries, Inc. Reports Strong Earnings and Record Revenues

DALLAS – August 2, 2006 – Trinity Industries, Inc. (NYSE:TRN) today reported earnings from continuing operations of $62.6 million, or $0.79 per common diluted share for the second quarter ended June 30, 2006. These results include a gain of $0.09 per common diluted share from the disposition of property. Earnings from continuing operations for the same quarter of 2005 were $20.5 million, or $0.27 per common diluted share. Total earnings for the second quarter were $85.8 million, or $1.08 per common diluted share, including $0.29 of earnings per common diluted share from the disposition of the fittings business. This compares with total earnings of $21.8 million or $0.29 per common diluted share for the same quarter of 2005.

For the six months ended June 30, 2006, the Company reported earnings from continuing operations of $97.6 million, or $1.23 per common diluted share, compared with earnings from continuing operations of $25.7 million or $0.34 per common diluted share for the same period of 2005. For the six months ended June 30, 2006, the Company reported total earnings of $122.8 million, or $1.55 per common diluted share, compared with total earnings of $27.8 million or $0.37 per common diluted share for the same period of 2005.

Revenues for the second quarter increased 23 percent to $883.8 million compared to revenues of $718.0 million for the same period in 2005. Quarterly revenues were the highest in the Company’s history. Revenues for the six months ended June 30, 2006 increased 20 percent to $1,628.6 million compared to revenues of $1,352.7 million for the same period in 2005.

“The driving factors behind our businesses remain strong,” said Timothy R. Wallace, Trinity’s Chairman, President and CEO. “As a result, our performance continues to improve. Our manufacturing facilities are operating at high levels of utilization and efficiency. Our backlog of orders in both our rail and barge groups continued to grow during the second quarter. This is a positive indicator of continued momentum for Trinity.”  

Trinity received orders for 10,012 railcars in North America during the second quarter, which ended June 30, 2006, and shipped 6,233 railcars. Trinity’s North American railcar order backlog rose to 29,320, an increase of over 3,700 from the March 31, 2006 order backlog.

The Company added approximately 1,500 new railcars to its railcar lease fleet during the second quarter, bringing the fleet total to more than 27,200 at June 30, 2006. “Investing in our lease fleet continues to be one of our core strategies,” Wallace said.  

Trinity’s Inland Barge Group’s order backlog grew to $487 million at the end of the second quarter. “Our Inland Barge Group’s earnings exceeded our expectations as a result of improved efficiencies,” Wallace said.

Trinity’s Energy Equipment Group also improved its operating profit over the second quarter of 2005. “Our structural wind tower business remains strong and continues to have a nice level of inquiries for additional products.”

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 June 30,
    2006   2005
Revenues
  $ 883.8     $ 718.0  
Operating profit
  $ 105.3     $ 41.4  
Other expense
    1.4       7.7  
 
               
Income from continuing operations before income taxes
    103.9       33.7  
Provision for income taxes
    41.3       13.2  
 
               
Income from continuing operations
    62.6       20.5  
Discontinued operations:
               
Gain on sale of discontinued operations, net of provision for income taxes of $13.8
    22.4    
Income from discontinued operations, net of provision for income taxes of $0.6 and $0.8
    0.8       1.3  
 
               
Net income
    85.8       21.8  
Dividends on Series B preferred stock
          (0.8 )
 
               
Net income applicable to common shareholders
  $ 85.8     $ 21.0  
 
               
Net income applicable to common shareholders per common share (1):
               
Basic:
               
Continuing operations
  $ 0.81     $ 0.28  
Discontinued operations
    0.30       0.02  
 
               
 
  $ 1.11     $ 0.30  
 
               
Diluted:
               
Continuing operations
  $ 0.79     $ 0.27  
Discontinued operations
    0.29       0.02  
 
               
 
  $ 1.08     $ 0.29  
 
               
Weighted average number of shares outstanding:
               
Basic
    77.3       70.5  
Diluted
    79.3       75.6  

(1) Earnings per share information has been adjusted to reflect the 3-for-2 stock split.
Trinity Industries, Inc.
Condensed Consolidated Income Statement

(in millions, except per share amounts)

                 
    Six Months Ended June 30,    
    2006   2005
Revenues
  $ 1,628.6     $ 1,352.7  
Operating profit
  $ 175.8     $ 58.1  
Other expense
    13.7       16.1  
 
               
Income from continuing operations before income taxes
    162.1       42.0  
Provision for income taxes
    64.5       16.3  
 
               
Income from continuing operations
    97.6       25.7  
Discontinued operations:
               
Gain on sale of discontinued operations, net of provision for income taxes of $13.8
    22.4        
Income from discontinued operations, net of provision for income taxes of $1.7 and $1.3
    2.8       2.1  
 
               
Net income
    122.8       27.8  
Dividends on Series B preferred stock
          (1.6 )
 
               
Net income applicable to common shareholders
  $ 122.8     $ 26.2  
 
               
Net income applicable to common shareholders per common share(1):
               
Basic:
               
Continuing operations
  $ 1.28     $ 0.34  
Discontinued operations
    0.33       0.03  
 
               
 
  $ 1.61     $ 0.37  
 
               
Diluted:
               
Continuing operations
  $ 1.23     $ 0.34  
Discontinued operations
    0.32       0.03  
 
               
 
  $ 1.55     $ 0.37  
 
               
Weighted average number of shares outstanding:
               
Basic
    76.1       70.5  
Diluted
    79.1       71.7  

(1)   Earnings per share information has been adjusted to reflect the 3-for-2 stock split.

2

Trinity Industries, Inc.
Condensed Segment Data

(in millions)

                 
    Three Months Ended
    June 30,
Revenues:   2006   2005
Rail Group
  $ 571.2     $ 495.0  
Construction Products Group
    188.7       167.3  
Inland Barge Group
    90.0       63.8  
Energy Equipment Group
    83.7       54.2  
Railcar Leasing and Management Services Group
    71.8       48.6  
All Other
    13.2       10.3  
Eliminations
    (134.8 )     (121.2 )
 
               
Total Revenues
  $ 883.8     $ 718.0  
 
               
                 
Operating profit (loss):   Three Months Ended
    June 30,
    2006   2005
Rail Group
  $ 59.9     $ 17.2  
Construction Products Group
    20.1       20.9  
Inland Barge Group
    10.5       5.4  
Energy Equipment Group
    11.9       7.2  
Railcar Leasing and Management Services Group
    24.2       13.0  
All Other
    (0.4 )     (1.6 )
Corporate
    (8.7 )     (9.1 )
Eliminations
    (12.2 )     (11.6 )
 
               
Consolidated
  $ 105.3     $ 41.4  
 
               

3

Trinity Industries, Inc.
Condensed Segment Data

(in millions)

                 
    Six Months Ended June 30,
Revenues:   2006   2005
Rail Group
  $ 1,111.1     $ 929.4  
Construction Products Group
    337.2       298.2  
Inland Barge Group
    172.0       108.7  
Energy Equipment Group
    151.9       100.9  
Railcar Leasing and Management Services Group
    128.1       101.1  
All Other
    24.5       19.7  
Eliminations
    (296.2 )     (205.3 )
 
               
Total Revenues
  $ 1,628.6     $ 1,352.7  
 
               
                 
Operating profit (loss):   Six Months Ended June 30,
    2006   2005
Rail Group
  $ 116.9     $ 26.0  
Construction Products Group
    29.4       26.4  
Inland Barge Group
    17.1       2.0  
Energy Equipment Group
    23.0       12.4  
Railcar Leasing and Management Services Group
    41.8       26.6  
All Other
    (3.2 )     (3.5 )
Corporate
    (18.5 )     (15.7 )
Eliminations
    (30.7 )     (16.1 )
 
               
Consolidated
  $ 175.8     $ 58.1  
 
               

4

Trinity Industries, Inc.
Condensed Consolidated Balance Sheet

(in millions)

                 
    June 30,   December 31,
    2006   2005
Cash and equivalents
  $ 447.9     $ 150.9  
Accounts receivable
    328.8       250.1  
Inventories
    517.7       444.2  
Net property, plant and equipment, at cost (1)
    1,351.4       1,121.1  
Other assets
    680.0       620.2  
 
               
 
  $ 3,325.8     $ 2,586.5  
 
               
Accounts payable and accrued liabilities
  $ 664.5     $ 629.9  
Debt (2)
    1,210.2       689.0  
Deferred income
    44.1       45.2  
Other liabilities
    74.7       49.3  
Series B preferred stock
          58.7  
Stockholders’ equity
    1,332.3       1,114.4  
 
               
 
  $ 3,325.8     $ 2,586.5  
 
               
(1) Property, Plant and Equipment
               
Corporate/Manufacturing:
               
Property, plant and equipment
  $ 854.4     $ 861.2  
Accumulated depreciation
    (597.1 )     (592.5 )
 
               
 
    257.3       268.7  
 
               
Leasing:
               
Equipment on lease
    1,242.4       998.3  
Accumulated depreciation
    (148.3 )     (145.9 )
 
               
 
    1,094.1       852.4  
 
               
 
  $ 1,351.4     $ 1,121.1  
 
               
(2) Debt
               
Corporate/Manufacturing — Recourse
               
Revolving commitment
  $     $  
Convertible subordinated notes
    450.0        
Senior notes
    201.5       300.0  
Other
    4.2       2.6  
 
               
 
    655.7       302.6  
 
               
Leasing – Recourse
               
Equipment trust certificates
    119.1       130.1  
 
               
 
    119.1       130.1  
 
               
Leasing – Non-recourse
               
Secured railcar equipment note
    353.9        
Warehouse facility
    81.5       256.3  
 
               
 
    435.4       256.3  
 
               
 
  $ 1,210.2     $ 689.0  
 
               

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 June 30,
    2006   2005
Income from continuing operations
  $ 62.6     $ 20.5  
Add:
               
Provision for income taxes
    41.3       13.2  
Depreciation and amortization expense
    21.8       22.4  
Interest expense
    15.9       10.6  
 
               
Earnings from continuing operations before income taxes, depreciation and amortization
  $ 141.6     $ 66.7  
 
               
                 
    Six Months Ended June 30,
    2006   2005
Income from continuing operations
  $ 97.6     $ 25.7  
Add:
               
Provision for income taxes
    64.5       16.3  
Depreciation and amortization expense
    43.0       41.9  
Interest expense
    28.4       21.0  
 
               
Earnings from continuing operations before income taxes, depreciation and amortization
  $ 233.5     $ 104.9  
 
               

• END -

5 EX-99.2 3 exhibit2.htm EX-99.2 EX-99.2

Exhibit 99.2

Second Quarter 2006 Results Conference Call
James E. Perry, Vice President and Treasurer
August 3, 2006 — FINAL

Thank you, Cameron,

Good morning from Dallas, Texas and welcome to the Trinity Industries’ Second Quarter 2006 Results Conference Call. I’m James Perry, Vice President and 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, Senior Vice President and Group President of the Rail Group; and

    Bill McWhirter, Senior 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, August 10th. The replay number is (402) 220-0117.

I would also like to welcome to our call 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.”

During the second quarter, the Company issued 450 million dollars of convertible subordinated notes with a coupon of 3.875%. The notes have a maturity of 2036 and have a no-call provision until 2018. The conversion price is $52.23, and the treasury stock method of accounting is being used so there is no share dilution until the Company’s stock price exceeds that price. We have used a portion of this cash to repurchase in the open market 98.5 million dollars of our 6.5% Senior Notes and 700 thousand dollars of our 7.755% Equipment Trust Certificates. These repurchased debt instruments have been retired. The remainder of the proceeds will be used for general corporate purposes, including expansion of our railcar leasing business.

During the second quarter, we also issued 355 million dollars of Secured Railcar Equipment Notes through Trinity Rail Leasing V L.P. These Notes are non-recourse to Trinity Industries and are secured by railcars in our lease fleet.

At June 30th, our borrowings at the corporate level were the 450 million dollars of convertible subordinated notes, 201.5 million dollars of senior notes and 4.2 million dollars of other indebtedness. The Leasing Company’s debt included 353.9 million dollars of Secured Railcar Equipment Notes, 119.1 million dollars of Equipment Trust Certificates and 81.5 million dollars outstanding under our railcar leasing warehouse facility.

Our total debt to total capital ratio was 47.6 percent at June 30th, up from the comparable amount of 37 percent at December 31st, 2005, principally due to financing for current and future lease fleet expansion. Net of cash, our net debt to total capital ratio was 36.4 percent at June 30th, up from the comparable amount of 31.4 percent at December 31st, 2005. At June 30th, our cash position was 447.9 million dollars.

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, Cameron. 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, August 10th. The access number is (402) 220-0117. 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
August 3, 2006

- FINAL -

Thank you James, and good morning everyone. 

Our company has been very busy during the past quarter. I’m very pleased with our accomplishments and optimistic about the future. During the 2nd quarter, the diversity and strength of our portfolio of businesses helped us generate record revenues. Our backlog of orders continued to grow in both our railcar and barge businesses. We completed two large debt financings during the 2nd quarter. We declared a 3 for 2 stock split in the form of a stock dividend and made great progress in streamlining our portfolio of businesses.

Our 2nd quarter North American railcar shipments totaled 6233 units. We expect our quarterly shipments to be relatively steady at a run rate between 6200 and 6500 units during the balance of the year.

Demand for railcars in North America continued at a strong pace during the 2nd quarter. We had a great quarter from a sales perspective. Steve Menzies will provide the details in his update. We are now within a few hundred units of an all time record in respect to our railcar order backlog. We are continuing to receive a steady stream of inquiries to bid on. We still view the current demand for railcars in North America as a plateau on a demand graph rather than a short term spike. We are strategically targeting specific markets and orders.

Our product mix will change during the next year because we have aggressively pursued a specific growth market. We are fortunate to have the broadest product line offering in North America and to be flexible enough to quickly adjust our production lines in accordance with our strategic selling activities. We are currently shifting some of our production lines over to produce a higher percentage of railcars which serve the renewable fuels market. The demand for ethanol railcars is very strong right now. We are uniquely positioned to provide these products from multiple production lines. Short term, we will absorb the cost of transitioning our lines. Long term, we expect our margins to improve because of the strength of this market and the productivity gains we should obtain.

We expect our railcar market share percentages to fluctuate on a quarterly basis. There are certain railcar types that are more attractive to us than others and we pursue those aggressively. We have passed on a few large, low margin orders with restrictive terms. We are currently focused on obtaining orders that extend our production lines, enhance our product mix and relationships with key customers and allow us to improve our earnings. We have been very successful at improving our performance through this type of focused selling. Bill McWhirter will provide details on our railcar margin projections in his comments. Steve Menzies will provide more information on the railcar market during his comments.

The breadth of Trinity’s earnings diversification was apparent in our barge segment. Our barge group had a fantastic quarter. Operating profit for this group reached $10.5 million. This is a 94% increase over 2005. Industry demand for barges has been strong. During the 2nd quarter, we received an order for 250 barges from Ingram Barge Lines. Continuing strong demand has prompted our barge management team to increase their barge production capacity. In one of our barge plants, we are in the process of installing a new paint facility. This will increase our output. Fortunately, we still have some production flexibility and are continuously searching for ways to improve our products and our output.

Our construction products businesses are also an important part of our diversification strategy. We are currently in the middle of this group’s seasonal peak demand. The demand is strong in our concrete and aggregate businesses. This has been the case despite less than perfect weather conditions in South Texas and a nationwide slow down in housing starts. Our concrete business can flex between residential, commercial and highway-related business. We are continuing to add new, strategic concrete operations in areas where we anticipate steady demand for products.

Our highway safety products businesses are benefiting from increased spending resulting from the transportation bill that was signed last summer. We expect demand for highway safety products to improve as federal funds make their way through the construction spending pipeline.

We are very pleased with our structural wind towers business. We have a good backlog of orders and expect this business to continue to make a significant contribution to our profits in 2006 and 2007. We are in the process of expanding our abilities by upgrading our operations. We are considering transitioning production capacity from some of our other manufacturing facilities to produce wind towers.

Trinity’s leasing company plays a strategic role in TrinityRail and is also an important component of our strategy of providing a consistent earnings base. Our leasing management services group had a great 2nd quarter. The demand for railcar leasing remains strong and we are maximizing our opportunities. We are continuing to invest in our future by increasing the size of our lease fleet. Steve Menzies will provide more details in his report.

As you can tell, I am very pleased with the performance of our company. We are continuing to build on the momentum that has been generated in our businesses. Overall, I believe the investment in our lease fleet, our recent convertible debt transaction, coupled with our excellent market leadership position in the rail industry, along with the expanding performance of our non-rail businesses, will create significant shareholder value.

I’ll now turn it over to Steve Menzies to make his comments.

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

Exhibit 99.4

Trinity Industries, Inc
Analysts Conference Call
August 3, 2006
Comments by Steve Menzies

Thank you, Tim. Good morning!

Industry demand for railcars in North America remained strong as 18,190 railcars were ordered during the 2nd quarter of 2006. This is a continuation of the strong pace set in early 2004 that has continued throughout 2005 and into 2006 bringing total orders for the first six months of this year to 55,000. As we stated during our last conference call, large railcar orders tend to be sporadic and we did not expect quarterly order levels to continue at the same pace as the first quarter of 2006 when more than 37,000 railcars were ordered. The more than 55,500 railcars ordered thus far this year compares favorably to the 37,000 railcars ordered in the first half of 2005. We expect railcar demand to remain strong as a result of solid industry fundamentals such as continued railcar loadings growth and long term railcar replacement demand. As Tim mentioned, we see strong, long term railcar demand reflected across multiple key market segments. This supports our view that we are experiencing a market plateau at historically high industry demand levels as opposed to a short term market spike.

While overall demand remains strong, railcar demand will shift from time to time from car type to car type. Our strategy is to offer a broad range of proven products while retaining the flexibility to shift production to meet changing market demand. For example, demand for box cars to serve the paper and automotive industries is currently soft as is demand for intermodal equipment as the system absorbs the significant investments made in intermodal equipment over the past few years. We believe demand will return for both car types as the replacement of an aging box car fleet will continue and demand for intermodal transportation increases. Offsetting these market dynamics is the extraordinary demand for tank cars, covered hoppers and, to a lesser extent, coal cars resulting from the expansion of renewable fuels production. It is clear that ethanol production will rapidly surpass the government mandated level of 7.5 billion gallons. The growth in renewable fuels, particularly ethanol and bio-diesel, has caused a surge in railcar demand. A significant number of ethanol and bio-diesel plants are currently under construction, undergoing expansion or in the planning stages. As a result, we believe the demand for railcars to support the transportation of renewable fuels, including their feedstocks and co-products, will remain strong, at least, through 2008. As a result of these market developments, we are shifting a portion of our production, in the near term, to respond to this demand.

We also see strong demand for railcars carrying cement and aggregates consistent with current infrastructure spending. Coal car demand has slowed while Powder River Basin rail capacity expansion projects are completed and the rail system can handle additional coal cars. In the near term, replacing steel coal cars in both the East and West represents key opportunities. Replacement demand for auto racks, pressure tank cars and covered hoppers will also drive railcar demand in the near term and long term.

During the 2nd quarter of 2006, Trinity received slightly more than 10,000 railcar orders. All orders that we report are without contingencies. We continue to focus our sales efforts on orders that meet our pricing requirements including long term purchased materials commitments, escalation and surcharge protection, and those that extend our existing production lines. We received orders during the 2nd quarter that will extend production lines for a variety of railcars. Specifically, we received orders for covered hoppers for agricultural products, resins and cement; coal cars; railcars for scrap steel, box cars, tank cars and intermodal flat cars. Our customer mix was diverse as agricultural and industrial shippers, utilities, railroads and third party lessors placed orders with us during the 2nd quarter. Current inquiry levels indicate further momentum for orders for a variety of railcars continuing throughout 2007 and into 2008, supporting our production and sales strategies.

The industry-wide production backlog at the end of the 2nd quarter declined only slightly to approximately 86,800 from 88,100 railcars at the end of the 1st quarter 2006. This indicates that industry order levels are keeping pace with industry production. We continue to believe tight supplies of railcar castings and wheels are a constraint for further increases in production much beyond current levels. Trinity’s North American railcar production backlog increased 14.8% from the 1st quarter 2006 to 29,320 railcars at the end of the 2nd quarter of 2006. We are, in fact, quickly converting several production lines to meet surging demand for railcars serving the renewable fuels market. Our production flexibility and proven product designs allow us to match resources to meet shifting market demand as I described previously. Our goal is to maximize the returns for our portfolio by optimizing production capabilities and product mix. The strong increase in our backlog despite a slight industry decline is evidence of our ability to adapt our production and market focus to be responsive to our customers’ requirements. These competencies are enabling us to capture market share.

Trinity Industries Railcar Leasing and Management Services Group continued to grow its railcar fleet during the 2nd quarter, taking delivery of approximately 1,500 new railcars. This represents about 24% of Trinity’s North American 2nd quarter shipments. Our operating lease fleet now includes a diversified portfolio of more than 27,200 railcars as compared to approximately 22,300 railcars that were in our fleet on June 30, 2005. In addition, we manage approximately 60,000 railcars that are part of our customers’ fleets. The investment in our leasing business helps us develop solid, long term relationships with the end users of our railcars as well as a significant, long-term, stable earnings stream which reduces our susceptibility to market cycles.

Our committed lease backlog at the end of the 2nd quarter increased to approximately 13,000 railcars or 44.5% of Trinity’s North American production backlog. This backlog extends into 2008 and has been instrumental in our production planning. Our fleet utilization increased slightly to 99.6% at the end of the 2nd quarter of 2006. The average age of the railcars in our lease fleet is 4.9 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 higher than normal indicating continued strong demand for existing railcars. Our average fleet lease rate has continued to increase quarter over quarter reflecting the high number of lease renewals and rising 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,
Senior Vice President and Chief Financial Officer

August 3, 2006

Thank you Steve and good morning everyone!

My comments relate primarily to the second quarter of 2006. We will file our Form 10-Q this morning. You will find more details there for the second quarter results. During my remarks, I will provide earnings per share guidance for the third quarter and the full year. Additionally, I will provide updated guidance with respect to operating margins in our Rail and Inland Barge groups.

During the second quarter of 2006 we completed a 3 for 2 stock split. Accordingly, all earnings per share numbers discussed in my presentation are split-adjusted.

For the second quarter of 2006 we reported earnings of $1.08 per share. When you remove the gain and earnings of 29 cents per share associated with the divestiture of our Fittings business, the result is 79 cents earnings per share from continuing operations. This compares with 27 cents per share from continuing operations in the same quarter of 2005 and 44 cents per share in the first quarter of 2006. Revenues for the second quarter 2006 increased 23% over the same quarter last year to a record $883 million.

Earnings from continuing operations exceeded our expectations, primarily due to strong performances by our North American rail operations, railcar components business and Inland Barge operations. The sale of certain real estate accounted for 9 cents per share of this quarter’s earnings.

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

Inland Barge Group
The Inland Barge group’s second quarter performance was consistent with the high end of our guidance, posting revenues of $90 million and operating profit of $10.5 million. This reflected the strength of the backlog which, as of June 30, 2006, was approximately $487 million. This compares with $253 million one year ago.

We anticipate Inland Barge revenues of between $90 to $100 million for the third quarter, growing to $100 to $110 in the fourth quarter. Operating profit margins are expected to range between 10% and 12% for the remainder of the year.

Energy Equipment Group
Now moving to the Energy Equipment group....We are very pleased with this group’s second quarter performance. On a quarter-over-quarter basis, revenues increased approximately 54% to $84 million and operating profit improved by $4.7 million, bringing quarterly profit to $11.9 million. Our current backlog for Structural Windtowers continues to be strong. Recent production improvements have raised our Windtower run rate to $130 million for the full year of 2006. As a reminder, revenues for the Windtowers group were $67 million in 2005.

Construction Products Group
Our Construction Products group, which plays a key part in our earnings diversification strategy, generated revenues which were up 13% when compared to the same quarter of the previous year. Operating profit slightly decreased as margins tightened due to less favorable weather conditions.

Our Concrete and Aggregates business accounted for 55% of this group’s revenues.

Our Highway Products business, which accounted for 37% of this group’s revenues, is performing well. Revenues from this unit’s proprietary line of products continue to be strong.

Leasing
Our Railcar Leasing and Management Services group reported revenues of $71.8 million. Because car sales from the fleet are a regular part of the business and timing of these sales affect a quarter’s results, we tend to focus on year-over-year results for this segment. For the six months ended June 30, 2006, revenues increased by 27% over the previous year. For the first six months, total operating profit increased by $15.2 million due to the additions to the fleet and increased lease rates. We plan to invest between $500 and $550 million in net fleet additions during 2006 to support orders already placed by our customers. These are not speculative additions, but firm commitments. It is clear that the investments we are making in this business are providing long-term paybacks.

Rail Group
In our Rail group, revenues increased 15% on a quarter over quarter basis. Rail group sales to Trinity’s Leasing group were $119 million in the second quarter of 2006 with profits of $12.2 million, or approximately 10 cents per diluted share. This compares with sales to our Leasing group in the second quarter of 2005 of $107 million with profits of $11.6 million, or 10 cents per diluted share. These inter-company sales and profits are eliminated in consolidation.

Our European rail business incurred a loss of approximately $3.0 million for the second quarter. Earlier this week, we announced the pending sale of this business. Our European transaction is very close to being finalized. The operating results for this business will be classified as discontinued operations in the third quarter.

Our margin results for the rail segment were 10.5%. When you remove the effect of our European operations, the North American operations achieved an operating margin of 11.7%.

At this time, we anticipate margins for the Rail group, excluding the results of our European operations, of between 9.5% and 10.5% for the next two quarters.

Our rail margins will be slightly impacted in the third

and fourth quarters by two factors:

    we will make strategic line changes to address the demand for railcars which serve the renewable fuels market, and

    we will produce certain cars during the last six months that are the result of a contract entered into during significantly less favorable market conditions.

Our assumptions for margins are based on the following:

    continued production efficiencies in North America

    no significant supply problems in steel or other basic materials.

Our North American railcar backlog as of June 30, 2006 consisted of 29,320 railcars with an estimated sales value of approximately $2.2 billion.

Consolidated
Moving to our consolidated results:

Non-leasing capital expenditures are currently projected to be approximately $120 million for 2006.

From an accounting perspective, our third and fourth quarter results will be impacted by our commitment to invest in our lease fleet. During these two quarters, we will defer approximately $18 to $20 million per quarter in operating profits in order to achieve long-term profits in our Leasing business.

Accordingly, we anticipate earnings from continuing operations for the third quarter to range between 57 and 62 cents per share.

Overall, our company guidance for 2006 has been improved. The new guidance from continuing operations is for earnings per share of between $2.35 and $2.45 for the full year on a fully diluted basis. Included in our assumptions for 2006 are:

    the deferral of approximately $69 million in profit on railcar sales from our Rail group to our Leasing group, or roughly 54 cents per diluted share

     
 
  the completion of the European divestiture

    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 from continuing operations for the second quarter of 2006 was approximately $142 million as compared to $67 million in the same quarter last year.

At this time I will turn the presentation back to James for the question and answer session.

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