-----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, NQBjKH92UqmDOUsKEWKY27BVRZ2Xua4l+++GtacK2Tyfn1dbLx1GLaVIFDeDzgNd DfSD9ZtVg0o+pVh8w4qjQw== 0001299933-11-000544.txt : 20110217 0001299933-11-000544.hdr.sgml : 20110217 20110217170207 ACCESSION NUMBER: 0001299933-11-000544 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20110216 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110217 DATE AS OF CHANGE: 20110217 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: 11621561 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_40785.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):   February 16, 2011

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 February 16, 2011, announcing operating results for the three and twelve month periods ended December 31, 2010, a copy of which is furnished as exhibit 99.1 and incorporated herein by reference. On February 17, 2011 the Registrant held a conference call and web cast with respect to its financial results for the three and twelve month periods ended December 31, 2010. The conference call scripts of Gail M. Peck, Treasurer; Timothy R. Wallace, Chairman, Chief Executive Officer, and President; D. Stephen Menzies, Senior Vice President and Group President of the Rail and Railcar Leasing Groups; Antonio Carrillo, Vice President and Group President of the Energy Equipment Group; William A. McWhirter II, Senior Vice President and Group President of the Construction Products and Inland Barge Groups and James E. Perry, Vice President and Chief Financial Officer are furnished as exhibits 99.2, 99.3, 99.4, 99.5, 99.6 and 99.7, respectiv ely, and incorporated herein by reference.

This information is not "filed" pursuant to the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act of 1933 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 Regulation FD.





Item 7.01 Regulation FD Disclosure.

See "Item 2.02 — Results of Operations and Financial Condition."

This information is not "filed" pursuant to the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act of 1933 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 Regulation FD.





Item 9.01 Financial Statements and Exhibits.

(a) - (c) Not applicable.

(d) Exhibits:
Exhibit No. / Description
99.1 News Release dated February 16, 2011 with respect to the operating results for the three and twelve month periods ended December 31, 2010.
99.2 Conference call script of February 17, 2011 of Gail M. Peck, Treasurer.
99.3 Conference call script of February 17, 2011 of Timothy R. Wallace, Chairman, Chief Executive Officer, and President.
99.4 Conference call script of February 17, 2011 of D. Stephen Menzies, Senior Vice President and Group President of the Rail and Railcar Leasing Groups.
99.5 Conference call script of February 17, 2011 of Antonio Carrillo, Vice President and Group President of the Energy Equipment Group.
99.6 Conference call script of February 17, 2011 of William A. McWhirter II, Senior Vice President and Group President of the Construction Products and Inland Barge Groups.
99.7 Conference call script of February 17, 2011 of James E. Perry, Vice President and Chief Financial Officer.






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.
          
February 17, 2011   By:   James E. Perry
       
        Name: James E. Perry
        Title: Vice President and Chief Financial Officer


Exhibit Index


     
Exhibit No.   Description

 
99.1
  News Release dated February 16, 2011 with respect to the operating results for the three and twelve month periods ended December 31, 2010.
99.2
  Conference call script of February 17, 2011 of Gail M. Peck, Treasurer.
99.3
  Conference call script of February 17, 2011 of Timothy R. Wallace, Chairman, Chief Executive Officer, and President.
99.4
  Conference call script of February 17, 2011 of D. Stephen Menzies, Senior Vice President and Group President of the Rail and Railcar Leasing Groups.
99.5
  Conference call script of February 17, 2011 of Antonio Carrillo, Vice President and Group President of the Energy Equipment Group.
99.6
  Conference call script of February 17, 2011 of William A. McWhirter II, Senior Vice President and Group President of the Construction Products and Inland Barge Groups.
99.7
  Conference call script of February 17, 2011 of James E. Perry, 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:
Gail M. Peck
Corporate Treasurer
Trinity Industries, Inc.
214/631-4420

FOR IMMEDIATE RELEASE

Trinity Industries, Inc. Reports Fourth Quarter and Full Year Results

DALLAS – February 16, 2011 – Trinity Industries, Inc. (NYSE:TRN) today reported net income attributable to Trinity Industries’ stockholders of $17.3 million, or $0.22 per common diluted share for the fourth quarter ended December 31, 2010. Net income for the same quarter of 2009 was $14.6 million, or $0.19 per common diluted share. Included in the results for the fourth quarter of 2010 was $3.7 million in after tax costs, or $0.04 per common diluted share, related to the redemption of the Company’s senior notes.

For the year ended December 31, 2010, the Company reported net income attributable to Trinity Industries’ stockholders of $67.4 million, or $0.85 per common diluted share. In 2009, the Company reported a net loss of $137.7 million, or $1.81 per common diluted share, which included an after tax charge of $243.3 million for the impairment of goodwill related to its rail businesses.

Revenues for the fourth quarter of 2010 were $652.0 million compared with revenues of $508.2 million for the same quarter of 2009. Revenues for the year ended December 31, 2010 were $2.2 billion compared to $2.6 billion in 2009.

“Our earnings during the fourth quarter continued to reflect our manufacturing businesses’ ability to obtain operating leverage resulting from consistent production levels,” said Timothy R. Wallace, Trinity’s Chairman, CEO, and President. “We continued to grow our rail lease fleet and improve utilization during the fourth quarter. In addition, we are maintaining a strong liquidity position. We ended the year with $512.0 million in unrestricted cash and short-term marketable securities and total liquidity of more than $1.2 billion.”    

In the fourth quarter of 2010, the Rail Group had revenues of $204.6 million with an operating profit of $8.8 million. This compares to revenues of $142.0 million and an operating loss of $9.4 million in the fourth quarter of 2009. TrinityRail® shipped approximately 2,230 railcars and received orders for approximately 3,330 railcars during the fourth quarter. As of December 31, 2010, TrinityRails order backlog grew to approximately $458 million, representing approximately 5,960 railcars, compared to a backlog of approximately $388 million, representing approximately 4,860 railcars at September 30, 2010.

As of January 1, 2010, TRIP Rail Holdings and its wholly-owned subsidiary (together, “TRIP”) are included in the Company’s consolidated financial statements due to the adoption of a new accounting pronouncement. TRIP is a railcar leasing company formed in 2007 that owns 14,700 railcars. Trinity Industries Leasing Company (“TILC”) owns 57.1% of the equity in TRIP Rail Holdings and is the manager of the TRIP railcar portfolio.

During the fourth quarter of 2010, the Railcar Leasing and Management Services Group reported revenues of $135.2 million, including revenues from TRIP of $28.9 million, and operating profit of $56.7 million, including operating profit from TRIP of $17.6 million. TILC had approximately 51,910 railcars in its fleet as of December 31, 2010. This compares to TILC’s fleet of approximately 51,640 railcars as of September 30, 2010. TILC’s lease fleet utilization rose to 99.3% as of December 31, 2010 compared to 98.9% as of September 30, 2010. TRIP’s lease fleet utilization was 99.9% at December 31, 2010 compared to 99.6% as of September 30, 2010.

Revenues for the Inland Barge Group were $126.5 million in the fourth quarter of 2010 compared to $119.8 million in the fourth quarter of 2009. Operating profit for the Inland Barge Group in the fourth quarter of 2010 was $16.8 million compared to $29.3 million in the same quarter of 2009. The Inland Barge Group received orders worth approximately $119 million during the fourth quarter of 2010 and had a backlog of approximately $508 million as of December 31, 2010 compared to a backlog of approximately $516 million at September 30, 2010.

Revenues in the Construction Products Group totaled $129.1 million in the fourth quarter of 2010 compared to $115.4 million in the same quarter of 2009. The group recorded an operating profit of $6.7 million in the fourth quarter of 2010 compared to $5.5 million in the fourth quarter of 2009.

The Energy Equipment Group recorded revenues of $107.6 million in the fourth quarter of 2010 compared to $114.4 million in the same quarter of 2009. The group produced operating profit of $5.2 million in the fourth quarter of 2010 compared to $14.1 million in the same quarter of 2009. The backlog for structural wind towers as of December 31, 2010 totaled approximately $1.0 billion, consistent with the backlog as of September 30, 2010.

Earnings Outlook
The Company anticipates earnings per common diluted share of between $0.15 and $0.20 for the first quarter of 2011.

While positive trends are developing for the key drivers of the Company’s businesses, the continuing uncertainty regarding the pace of economic recovery makes it difficult at this time to provide earnings guidance beyond the first half of 2011. For the first six months of 2011, the Company anticipates earnings per common diluted share of between $0.45 and $0.60.

Conference Call
Trinity will hold a conference call at 11:00 a.m. Eastern on February 17, 2011 to discuss its fourth quarter results. To listen to the call, please visit the Investor Relations section of the Trinity Industries website, www.trin.net. An audio replay may be accessed through the Company’s website or by dialing (402) 220-0398 until 11:59 p.m. Eastern on February 24, 2011.

Trinity Industries, Inc., headquartered in Dallas, Texas, is a multi-industry company that owns a variety of market-leading businesses which provide products and services to the industrial, energy, transportation, and construction sectors. Trinity reports its financial results in 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. For more information, visit: 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 or 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 Statements

(in millions, except per share amounts)
(unaudited)

                 
    Three Months Ended December 31,
    2010   2009
Revenues
  $ 652.0     $ 508.2  
Operating costs:
               
Cost of revenues
    526.8       402.3  
Selling, engineering, and administrative expenses
    43.6       46.8  
Loss on disposition of flood-damaged property, plant, and equipment
    0.5        
Goodwill impairment
           
 
               
 
    570.9       449.1  
 
               
Operating profit
    81.1       59.1  
Interest expense, net (includes TRIP Holdings of $11.6 in 2010)
    45.4       33.0  
Other (income) expense
    5.7       (0.4 )
 
               
Income from continuing operations before income taxes
    30.0       26.5  
Provision for income taxes
    11.4       11.8  
 
               
Income from continuing operations
    18.6       14.7  
Discontinued operations:
               
Loss from discontinued operations
    0.1       0.1  
 
               
Net income
    18.5       14.6  
Net income attributable to noncontrolling interest
    1.2        
 
               
Net income attributable to Trinity Industries, Inc.
  $ 17.3     $ 14.6  
 
               
Net income attributable to Trinity Industries, Inc. per common share:
       
Basic:
               
Continuing operations
  $ 0.22     $ 0.19  
Discontinued operations
           
 
               
 
  $ 0.22     $ 0.19  
 
               
Diluted:
               
Continuing operations
  $ 0.22     $ 0.19  
Discontinued operations
           
 
               
 
  $ 0.22     $ 0.19  
 
               
Weighted average number of shares outstanding:
               
Basic
    77.0       76.5  
Diluted
    77.2       76.6  

On January 1, 2010, Trinity adopted the provisions of a new accounting standard requiring the inclusion of the consolidated financial statements of TRIP Rail Holdings LLC (“TRIP Holdings”) and subsidiary in the consolidated financial statements of Trinity Industries, Inc. as of January 1, 2010. Prior periods have not been restated. See the Company’s December 31, 2010 Form 10-K for additional information.

2

Trinity Industries, Inc.
Condensed Consolidated Income Statements

(in millions, except per share amounts)
(unaudited)

                 
    Year Ended December 31,
    2010   2009
Revenues
  $ 2,189.1     $ 2,575.2  
Operating costs:
               
Cost of revenues
    1,708.7       2,095.0  
Selling, engineering, and administrative expenses
    186.1       185.9  
Gain on disposition of flood-damaged property, plant, and equipment
    (9.7 )      
Goodwill impairment
          325.0  
 
               
 
    1,885.1       2,605.9  
 
               
Operating profit (loss)
    304.0       (30.7 )
Interest expense, net (includes TRIP Holdings of $46.9 in 2010)
    180.7       121.5  
Other (income) expense
    6.8       (5.3 )
 
               
Income (loss) from continuing operations before income taxes
    116.5       (146.9 )
Provision (benefit) for income taxes
    40.9       (9.4 )
 
               
Income (loss) from continuing operations
    75.6       (137.5 )
Discontinued operations:
               
Loss from discontinued operations
    0.2       0.2  
 
               
Net income (loss)
    75.4       (137.7 )
Net income attributable to noncontrolling interest
    8.0        
 
               
Net income (loss) attributable to Trinity Industries, Inc.
  $ 67.4     $ (137.7 )
 
               
Net income (loss) attributable to Trinity Industries, Inc. per common share:
       
Basic:
               
Continuing operations
  $ 0.85     $ (1.81 )
Discontinued operations
           
 
               
 
  $ 0.85     $ (1.81 )
 
               
Diluted:
               
Continuing operations
  $ 0.85     $ (1.81 )
Discontinued operations
           
 
               
 
  $ 0.85     $ (1.81 )
 
               
Weighted average number of shares outstanding:
               
Basic
    76.8       76.4  
Diluted
    77.0       76.4  

3

Trinity Industries, Inc.
Condensed Segment Data

(in millions)
(unaudited)

                 
    Three Months Ended December 31,
Revenues:   2010   2009
Rail Group
  $ 204.6     $ 142.0  
Construction Products Group
    129.1       115.4  
Inland Barge Group
    126.5       119.8  
Energy Equipment Group
    107.6       114.4  
Railcar Leasing and Management Services Group (includes TRIP Holdings of $28.9 in 2010)
    135.2       87.1  
All Other
    14.0       12.4  
Eliminations – lease subsidiary
    (43.3 )     (61.3 )
Eliminations – other
    (21.7 )     (21.6 )
 
               
Consolidated Total
  $ 652.0     $ 508.2  
 
               
                 
Operating profit (loss):   Three Months Ended December 31,
    2010   2009
Rail Group
  $ 8.8     $ (9.4 )
Construction Products Group
    6.7       5.5  
Inland Barge Group
    16.8       29.3  
Energy Equipment Group
    5.2       14.1  
Railcar Leasing and Management Services Group (includes TRIP Holdings of $17.6 in 2010)
    56.7       30.8  
All Other
    (5.4 )     (0.4 )
Corporate
    (5.1 )     (7.9 )
Eliminations – lease subsidiary
    (2.0 )     (3.0 )
Eliminations – other
    (0.6 )     0.1  
 
               
Consolidated Total
  $ 81.1     $ 59.1  
 
               

4

Trinity Industries, Inc.
Condensed Segment Data

(in millions)
(unaudited)

                 
    Year Ended December 31,
Revenues:   2010   2009
Rail Group
  $ 522.1     $ 895.3  
Construction Products Group
    578.8       538.5  
Inland Barge Group
    422.3       527.3  
Energy Equipment Group
    419.6       510.0  
Railcar Leasing and Management Services Group (includes TRIP Holdings of $116.8 in 2010)
    498.1       524.5  
All Other
    48.5       48.4  
Eliminations – lease subsidiary
    (216.8 )     (391.6 )
Eliminations – other
    (83.5 )     (77.2 )
 
               
Consolidated Total
  $ 2,189.1     $ 2,575.2  
 
               
                 
Operating profit (loss):   Year Ended December 31,
    2010   2009
Rail Group
  $ 1.5     $ (355.9)*  
Construction Products Group
    47.4       32.6  
Inland Barge Group
    69.0       125.2  
Energy Equipment Group
    35.1       73.8  
Railcar Leasing and Management Services Group (includes TRIP Holdings of $68.5 in 2010)
    207.0       149.0  
All Other
    (11.4 )     0.8  
Corporate
    (33.6 )     (30.6 )
Eliminations – lease subsidiary
    (8.4 )     (22.6 )
Eliminations – other
    (2.6 )     (3.0 )
 
               
Consolidated Total
  $ 304.0     $ (30.7 )
 
               

*Includes Rail Group goodwill impairment charge of $325.0 million.

5

Trinity Industries, Inc.
Condensed Consolidated Balance Sheets

(in millions)
(unaudited)

                 
    December 31,   December 31,
    2010   2009
Cash and cash equivalents
  $ 354.0     $ 611.8  
Short-term marketable securities
    158.0       70.0  
Receivables, net of allowance
    232.0       159.8  
Income tax receivable
    7.4       11.2  
Inventories
    331.3       231.5  
Net property, plant, and equipment (including TRIP Holdings of $1,191.8 in 2010)
    4,112.0       3,038.2  
Goodwill
    197.6       180.8  
Restricted cash (including TRIP Holdings of $46.0 in 2010)
    207.1       138.6  
Other assets
    160.6       214.5  
 
               
 
  $ 5,760.0     $ 4,656.4  
 
               
Accounts payable
  $ 132.8     $ 76.8  
Accrued liabilities
    375.6       374.5  
Debt, net of unamortized discount of $111.1 and $121.6 (including TRIP Holdings of $1,003.9 in 2010)
    2,907.7       1,845.1  
Deferred income
    33.6       77.7  
Deferred income taxes
    391.0       397.9  
Other liabilities
    73.6       78.1  
Stockholders’ equity (including noncontrolling interest related to TRIP Holdings of $80.9 in 2010)
    1,845.7       1,806.3  
 
               
 
  $ 5,760.0     $ 4,656.4  
 
               

6

Trinity Industries, Inc.
Additional Balance Sheet Information

(in millions)
(unaudited)

                 
    December 31,   December 31, 2009
 
    2010       2009  
Property, Plant, and Equipment
               
Corporate/Manufacturing:
               
Property, plant, and equipment
  $ 1,168.7     $ 1,165.3  
Accumulated depreciation
    (677.3 )     (648.2 )
 
               
 
    491.4       517.1  
Leasing:
               
Wholly owned subsidiaries:
               
Machinery and other
    38.2       38.1  
Equipment on lease
    3,249.8       3,098.9  
Accumulated depreciation
    (322.6 )     (286.9 )
 
               
 
    2,965.4       2,850.1  
TRIP Holdings:
               
Equipment on lease
    1,282.1        
Accumulated depreciation
    (90.3 )      
 
               
 
    1,191.8        
Deferred profit on railcars sold to the Leasing Group:
               
Sold to wholly owned subsidiaries
    (340.4 )     (329.0 )
Sold to TRIP Holdings
    (196.2 )      
 
               
 
    (536.6 )     (329.0 )
 
               
 
  $ 4,112.0     $ 3,038.2  
 
               

7

Trinity Industries, Inc.
Additional Balance Sheet Information

(in millions)
(unaudited)

                 
    December 31,   December 31,
    2010   2009
Debt
               
Corporate/Manufacturing – Recourse:
               
Revolving credit facility
  $     $  
Convertible subordinated notes
    450.0       450.0  
Less: unamortized discount
    (111.1 )     (121.6 )
 
               
 
    338.9       328.4  
Senior notes
          201.5  
Other
    2.8       2.7  
 
               
 
    341.7       532.6  
Leasing:
               
Wholly owned subsidiaries:
               
Recourse:
               
Capital lease obligations
    51.2       53.6  
Term loan
    57.4       59.8  
 
               
 
    108.6       113.4  
 
               
Non-recourse:
               
Secured railcar equipment notes
    879.5       542.3  
Warehouse facility
    80.2       141.4  
Promissory notes
    493.8       515.4  
 
               
 
    1,453.5       1,199.1  
 
               
TRIP Holdings — Non-recourse:
               
Warehouse loan
    1,003.9        
 
               
 
  $ 2,907.7     $ 1,845.1  
 
               

8

Trinity Industries, Inc.
Additional Balance Sheet Information

(in millions)
(unaudited)

                 
    December 31,   December 31, 2009
    2010        
Debt Summary
               
Total Recourse Debt*
  $ 450.3     $ 646.0  
Total Non-Recourse Debt
    2,457.4       1,199.1  
 
               
 
  $ 2,907.7     $ 1,845.1  
 
               
Total Corporate/Manufacturing Debt
  $ 452.8     $ 654.2  
 
               
Total Leasing Debt
               
Wholly owned subsidiaries
  $ 1,562.1     $ 1,312.5  
TRIP Holdings
    1,003.9        
 
               
 
  $ 2,566.0     $ 1,312.5  
 
               
Equipment on Lease**
               
Wholly owned subsidiaries
  $ 2,965.4     $ 2,850.1  
TRIP Holdings
    1,191.8        
 
               
 
  $ 4,157.2     $ 2,850.1  
 
               
Total Leasing Debt as % of Equipment on Lease
               
Wholly owned subsidiaries
    52.7 %     46.1 %
TRIP Holdings
    84.2 %      
*Excludes unamortized discount on convertible debt. **Excludes net deferred profit on railcars sold to the Leasing Group.
               

9

Trinity Industries, Inc.
Reconciliation of EBITDA

(in millions)
(unaudited)

“EBITDA” is defined as income (loss) from continuing operations plus interest expense, income taxes, and depreciation and amortization including goodwill impairment charges. 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,
    2010   2009
Income from continuing operations
  $ 18.6     $ 14.7  
Add:
               
Interest expense
    45.8       33.8  
Provision for income taxes
    11.4       11.8  
Depreciation and amortization expense
    46.3       40.0  
Goodwill impairment
           
 
               
Earnings from continuing operations before interest expense, income taxes, and depreciation and amortization expense
  $ 122.1     $ 100.3  
 
               
                 
    Year Ended December 31,
    2010   2009
Income (loss) from continuing operations
  $ 75.6     $ (137.5 )
Add:
               
Interest expense
    182.1       123.2  
Provision (benefit) for income taxes
    40.9       (9.4 )
Depreciation and amortization expense
    189.6       160.8  
Goodwill impairment
          325.0  
 
               
Earnings from continuing operations before interest expense, income taxes, and depreciation and amortization expense
  $ 488.2     $ 462.1  
 
               

-END -

10 EX-99.2 3 exhibit2.htm EX-99.2 EX-99.2

Exhibit 99.2

Trinity Industries, Inc.
Earnings Release Conference Call
Comments by Gail Peck
Treasurer
February 17, 2011

Thank you, Ty. Good morning from Dallas, Texas. Welcome to the Trinity Industries’ fourth quarter 2010 results conference call. I’m Gail Peck, Treasurer of Trinity. Thank you for joining us today.

Following the introduction you will hear from Tim Wallace our Chairman, Chief Executive Officer and President. After Tim, our business group leaders will provide overviews of the businesses within their respective groups. Our speakers are:

    Steve Menzies, Senior Vice President and Group President of the Rail and Railcar Leasing Groups

    Antonio Carrillo, Vice President and Group President of the Energy Equipment Group; and

    Bill McWhirter, Senior Vice President and Group President of the Construction Products and Inland Barge Groups

Following their comments, James Perry, our Vice President and Chief Financial Officer, will provide the financial summary and guidance. We will then move to the Q&A session. Mary Henderson, our Vice President and Chief Accounting Officer, is also in the room with us today. I will now turn the call over to Tim Wallace for his comments.

Tim
Steve
Antonio
Bill
To James

Q&A Session

That concludes today’s conference call. A replay of this call will be available after one o’clock eastern standard time today through midnight on Thursday, February 24th 2011. The access number is (402) 220-0398. Also the replay will be available on the website located at www.trin.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 by Tim Wallace
Chairman, Chief Executive Officer and President
February 17, 2011

Thank you Gail, and good morning everyone. 

I am pleased with our accomplishments during the 4th quarter and for the year as a whole. Generally speaking, we are off to a good start in 2011. The severity of the winter weather during late January and early February had a slight impact on some of our businesses. Fortunately the weather factors have stabilized during the past week. I anticipate that each quarter during 2011will continue to have its own unique characteristics, challenges and opportunities based on the overall business climate. We are a very flexible company and will continue to adjust as the business climate shifts and demand fluctuates for our products and services.

Overall, the trend lines for most of our businesses are positive. I am very pleased with our businesses’ success in obtaining key orders during the last half of 2010. We are targeting orders that allow us to obtain operating leverage. We are highly interested in large orders which provide opportunities for productivity improvements. Our barge group was very successful in obtaining orders that filled their production openings for the majority of 2011. As a result, we expect them to achieve small amounts of operating leverage during the year.

During the fourth quarter, our structural wind towers business completed their latest round of reshuffling production schedules to accommodate customers whose wind energy projects were delayed. We tend to lose operating leverage when we reshuffle production. Our wind towers group has done a great job of minimizing the overall affects. We anticipate that demand for wind towers will be inconsistent until the industry resolves some fundamental issues. Fortunately, our wind towers business has a large backlog of orders.

Our Rail Group’s business volume hit bottom during the first half of 2010. In the last half of 2010, our railcar manufacturing businesses increased their production levels. This provided operating leverage that contributed to improved financial results during the 4th quarter. Our railcar leasing group slightly increased its fleet utilization during the 4th quarter.

Our highway products businesses continue to benefit from the successful integration of the company we acquired in early 2010.

Our overall performance reflects the talents and hard work of our people; the diversification of our businesses; our emphasis on operational excellence; and the strength of our market leadership positions. We are fortunate to have a highly-seasoned group of employees.

I will now turn it over to Steve Menzies for his comments.

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

Exhibit 99.4

Trinity Industries, Inc.
Earnings Release Conference Call
Comments by Steve Menzies
Senior Vice President and Group President
Rail and Railcar Leasing Groups
February 17, 2011

Thank you, Tim, Good morning!

Fourth quarter operating results of the Rail Group and Leasing Group were consistent with the improving economic and rail transportation trends that Tim mentioned. Our Leasing Group saw lease fleet utilization increase to 99.3% and lease rate trends improve. Our Rail Group posted an increase in operating profit while shipping approximately 2,230 new railcars during the quarter. Our order backlog grew during the fourth quarter allowing us to plan a higher level of production for 2011. I am pleased with our operating performance in a highly challenging and competitive railcar marketplace.

We have seen continued improvement in demand for railcars that transport chemicals, minerals and agricultural products. Demand for railcars that serve the lumber, paper, automotive and coal industries continues to be weak. Significant numbers of idle intermodal railcars have been placed back into service prompting orders to build new intermodal railcars during the quarter. Lease renewals and lease rates appear to have stabilized and are showing signs of improvement in a few key markets. The overhang of idle railcars continues to decline and further analysis indicates that the supply and demand for certain railcar types are in balance.

During the 4th quarter, the industry received orders to build approximately 10,850 new railcars raising the 2010 total to slightly more than 30,000. Industry orders during the 4th quarter were heavily weighted toward strategic purchases of various railcars by railroads and TTX. Customers appear to be accelerating purchases to take advantage of the 2011 tax provisions favoring capital equipment investment. Industry orders were principally for covered hoppers, intermodal railcars and tank cars. Our current order inquiries reflect additional strategic purchases being considered by railroads and a few industrial shippers.

TrinityRail received orders for 3,330 new railcars during the 4th quarter. We were successful at securing orders that fit very well with our production plans. These orders should position us to attain increased operating leverage. We continue to be very selective about new orders we pursue. We have not aggressively pursued orders with weak pricing that would require us to open new production facilities or lines. Our 4th quarter orders included tank and covered hopper cars for industrial shippers, railroads and third party lessors. TrinityRail’s backlog was approximately 5,960 railcars at the end of the 4th quarter up 23% from the end of the prior quarter. Approximately 18% of the units in our railcar production backlog are for customers of our leasing business. We are projecting a similar level of production in the first quarter of 2011 to the level of production in the 4th quarter of 2010. Based upon orders received thus far in the 1st quarter and current inquiry levels, we project an increase in railcar production in the 2nd quarter of 2011.

We added 500 new railcars to our lease portfolio during the 4th quarter bringing our total lease fleet to more than 51,900 railcars, a 3.6% increase compared to the end of 2009. Our lease fleet utilization at the end of 2010 was 99.3%, up from 98.9% at the end of the 3rd quarter. Our average remaining lease term remained at 3.5 years. Renewal trends are returning to more historic norms and renewal lease rates, on average, increased modestly during the 4th quarter. In the near term, we expect to begin seeking longer lease terms as we have the opportunity to reprice assets last priced during the market downturn. The average age of the fleet is 6.0 years. The TRIP lease fleet totals 14,700 railcars operating at a 99.9% utilization.

We are focused on maximizing operating leverage to improve margins. Competitive pressures and excess railcar manufacturing capacity make it challenging at this time to achieve margin expansion through pricing improvements for orders of new railcars in certain markets. Our operating flexibility continues to be an asset as we increase railcar production to meet customer needs. We continue to closely monitor demand in the various industry market segments, each of which has its own set of supply and demand dynamics. The economic data and rail transportation metrics that we consider leading indicators of railcar demand are currently pointing toward a slow recovery in railcar manufacturing and improving fundamentals in our lease fleet.

I’ll now turn it over to Antonio.

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

Exhibit 99.5

Trinity Industries, Inc.
Earnings Release Conference Call
Comments of Antonio Carrillo
Vice President and Group President
Energy Equipment Group
February 17, 2011

Thank you Steve, and good morning!

As Tim mentioned, our customers continued to request delays in wind tower deliveries during the fourth quarter. As a result, our plants went through another round of production reshuffling. In the short term, this impacts our margins. Over the long term, we believe our efforts to meet customer needs will strengthen our relationships. We are staying focused on tactics that allow us to remain highly flexible as market demand shifts. I am pleased with our plants’ ability to remain profitable while handling the challenges associated with this reshuffling.

While the economics of wind energy are challenged by a number of issues, we continue to be optimistic about its long-term prospects. We received some new orders during the fourth quarter, allowing our backlog to remain around $1 billion. Our backlog allows us to shift production between facilities as needed, positioning us to achieve some operating leverage. The extension of the federal tax credits for renewable energy creates short-term visibility and underscores the government’s support for the industry.

The backlogs for most of the products manufactured by our other energy equipment businesses continued to grow during the fourth quarter.

I will now turn the call over to Bill for his comments.

EX-99.6 7 exhibit6.htm EX-99.6 EX-99.6

Exhibit 99.6

Trinity Industries, Inc.
Earnings Release Conference Call
Comments of William McWhirter,
Senior Vice President and Group President
Construction Products and Inland Barge Groups
February 17, 2011

Thank you Antonio and good morning everyone.

Our Construction Products Group experienced normal winter weather conditions during the fourth quarter. The group produced a profit of $6.7 million for the quarter as compared to $5.5 million a year ago. These results continue to be driven by the performance of our highway products businesses. Demand continues to be slow for our concrete and aggregate businesses. Both the residential and commercial construction markets remain depressed. Unfortunately, weather conditions for the 1st quarter of 2011 have been less construction friendly than normal.

Moving to the Inland Barge Group.... During the fourth quarter we received new barge orders totaling $119 million dollars, bringing our backlog to $508 million as compared to $319 million a year ago. Most of the orders we received were prompted by the need to replace aging equipment. Our barge team continued to do an excellent job in respect to operational execution.

And now I turn the presentation over to James.

EX-99.7 8 exhibit7.htm EX-99.7 EX-99.7

Exhibit 99.7

Trinity Industries, Inc.
Earnings Release Conference Call
Comments by James E. Perry
Vice President and Chief Financial Officer
February 17, 2011

Thank you, Bill, and good morning everyone.

My comments relate primarily to the fourth quarter of 2010. We will file our form 10-K later today. For the fourth quarter of 2010, Trinity reported earnings of 22 cents per common diluted share. This compares to earnings of 19 cents per common diluted share in the fourth quarter of 2009. The results for the fourth quarter of 2010 include an after tax charge of $3.7 million, or 4 cents per common diluted share, related to the retirement of our 6.5% Senior Notes that were scheduled to mature in 2014.

Revenues for the fourth quarter were $652 million compared to $508 million in the same quarter last year. For the fourth quarter, Trinity’s EBITDA was $122 million compared to $100 million in the same quarter of 2009. The reconciliation of EBITDA was provided in the press release yesterday.

Rail Group revenues increased sequentially over the third quarter by 56% to $205 million. The operating profit for the Rail Group during the fourth quarter was $8.8 million, resulting in a 4.3% margin. The railcar order backlog grew to approximately $458 million as of December 31, 2010, of which $111 million is scheduled for delivery to our lease fleet.

Our Railcar Leasing and Management Services Group reported revenues in the fourth quarter of $135 million, which included $17 million of revenues from the sale of railcars from the lease fleet. Operating profit totaled $56.7 million, including $2.3 million of profit from railcar sales from our fleet.

Included in our results is a contribution from TRIP of approximately 2 cents of earnings per common diluted share. We expect to see a similar contribution from TRIP going forward, assuming TRIP’s current operating metrics remain relatively consistent along with our share count. As a reminder, Trinity’s equity interest in TRIP is approximately 57% as of December 31, 2010.

The Inland Barge Group generated fourth quarter revenues of $127 million and operating profit of $16.8 million, resulting in a margin of 13.3%. During the fourth quarter, our barge business received orders totaling $119 million. The backlog as of December 31, 2010 was $508 million, an increase of 59% year over year.

Revenues for our Construction Products Group were $129 million in the fourth quarter compared to $115 million a year ago. This group reported operating profit of $6.7 million compared to $5.5 million in the same period a year ago.

During the fourth quarter, the Energy Equipment Group’s revenues were $108 million, including $54 million from the wind towers business. Operating profit for the group was $5.2 million, resulting in an operating margin of 4.8%. The backlog for the wind towers business as of December 31, 2010 was approximately $1 billion.

I will now discuss our balance sheet and capital structure. At December 31, we had $395 million available under the leasing warehouse facility and $345 million available under Trinity’s revolving credit facility after accounting for $80 million in letters of credit. Combined with our unrestricted cash and short-term marketable securities balance of $512 million, our total liquidity position was more than $1.2 billion at the end of the fourth quarter.

During the fourth quarter, our Leasing Company executed a non-recourse railcar lease financing transaction in an amount of $369 million with an approximate 11-year average life. This transaction has a coupon of 5.19%, which provides us with attractively priced long-term capital. We used a portion of the proceeds to pay down $55 million of our warehouse facility and redeem all of our $201.5 million Senior Notes that were scheduled to mature in 2014. These transactions reduced the company’s overall borrowing rate and extended the maturity profile of the financed assets. We increased our liquidity position with the remaining proceeds from this debt issuance, enhancing our ability to pursue internal and external investment opportunities, including the growth of our leasing business.

Subsequent to quarter end, Trinity announced the renewal of our $475 million railcar leasing warehouse facility through February 2013 with more favorable terms and pricing. This facility has supported the growth of our lease fleet and will continue to provide us with the capital needed to sustain its growth.

I will now discuss our forward-looking guidance.

We expect earnings per share for the Company to be between 15 and 20 cents in the first quarter of 2011. During this period of relatively low levels of railcar deliveries, our product mix and ratio of railcars being sold to external customers vs. our lease fleet may vary substantially from quarter to quarter which can have an impact on our earnings. During the first quarter, we expect that deliveries to our leasing company will be quite a bit higher than in the fourth quarter of 2010. This will result in a first quarter elimination of approximately $100 million in consolidated revenues and between 6 and 8 cents per diluted share as we deliver these railcars to our lease fleet. Until we have further clarity on the levels of orders for our leasing company, it is difficult to provide guidance regarding the investment that we expect to make in our lease fleet beyond the first quarter.

We anticipate that the Rail Group will report revenues of between $210 and $230 million with an operating margin of between 2% and 4% for the first quarter of 2011. Inland Barge revenues are expected to be between $130 and $140 million in the first quarter with an operating margin in the range of 11% to 13%. Revenues for the Energy Equipment Group are expected to be approximately $130 to $140 million in the first quarter with margins anticipated to be between 5% and 7%.

We expect earnings per share of between 45 and 60 cents for the first half of 2011. While positive trends are developing for the key drivers of the Company’s businesses, the continuing uncertainty regarding the pace of economic recovery makes it difficult at this time to provide earnings guidance beyond the first half of the year.

We remain well positioned with a diversified portfolio of businesses, a strong balance sheet and solid operating cash flows. Our continued focus on liquidity firmly positions us to capitalize on business opportunities as they arise. Our operator will now prepare us for the question and answer session.

Q&A Session

-----END PRIVACY-ENHANCED MESSAGE-----