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Trinity Industries Inc – ‘10-K’ for 3/31/95

As of:  Tuesday, 6/27/95   ·   For:  3/31/95   ·   Accession #:  99780-95-6   ·   File #:  1-06903

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  As Of                Filer                Filing    For·On·As Docs:Size

 6/27/95  Trinity Industries Inc            10-K        3/31/95    1:146K

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         67±   284K 


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Item 1. Business
"Railcars
"Marine Products
"Construction Products
"Containers
"Metal Components
"Leasing
"Item 2. Properties
"Item 3. Legal Proceedings
"Item 4. Submission of Matters to a Vote of Security Holders
"Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters
"Item 6. Selected Financial Data
"Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
"Item 8. Financial Statements and Supplementary Data
"Item 9. Disagreements on Accounting and Financial Disclosure
"Item 10. Directors and Executive Officers of the Registrant
"Item 11. Executive Compensation
"Item 12. Security Ownership of Certain Beneficial Owners and Management
"Item 13. Certain Relationships and Related Transactions
"Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
2Corporate Profile
"Income per common and common equivalent share before cumulative effect of change in accounting for income taxes
"Cumulative effect of change in accounting for income taxes
"Total assets
"Financial Summary
"Consolidated income statement
"Revenues
"Other assets
"Accounts payable and accrued liabilities
"Stockholders' equity
"Consolidated statement of cash flows
"Consolidated statement of stockholders' equity
"Notes to consolidated financial statements
"Segment Information
"Operating profit (loss)
"Receivables
"Inventories
"Excluding Leasing Subsidiary
"Leasing Subsidiary
"Business Acquisitions
"Long-term debt
"Income before income taxes and cumulative effect of change in accounting for income taxes
"Assets Cash and cash equivalents
"Short-term debt
"Report of Independent Auditors
"Division Officers
5Putnam mutual funds
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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) -- ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |X | SECURITIES EXCHANGE ACT OF 1934 -- For the fiscal year ended March 31, 1995 OR -- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE | | SECURITIES EXCHANGE ACT OF 1934 -- For the transition period from to Commission File Number 1-6903 Trinity Industries, Inc. ( Exact name of registrant as specified in its charter) Delaware 75-0225040 (State of Incorporation) (I.R.S. Employer Identification No.) 2525 Stemmons Freeway Dallas, Texas 75207-2401 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (214) 689-0592 Securities Registered Pursuant to Section 12(b) of the Act Name of each exchange Title of each class on which registered Common stock, $1.00 par value New York Stock Exchange Securities Registered Pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. -- |X | -- The aggregate market value of voting stock held by nonaffiliates of the Registrant is $1,531,783,124 as of May 26, 1995. 40,177,918 ( Number of Shares of common stock outstanding as of May 26, 1995) DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's 1995 Annual Report to Stockholders for the fiscal year ended March 31, 1995 are incorporated by reference into Parts I, II, and IV hereof and portions of the Registrant's definitive Proxy Statement for the 1995 Annual Meeting of Stockholders to be held July 19, 1995 are incorporated by refernece into Part III hereof. PART I Item 1. Business. General Development of Business. Trinity Industries, Inc. (the "Registrant") was originally incorporated under the laws of the State of Texas in 1933. On March 27, 1987, Trinity became a Delaware corporation by merger into a wholly-owned subsidiary of the same name. Narrative Description of Business and Financial Information About Industry Segments. The Registrant is engaged in the manufacture, marketing, and leasing of a variety of metal products consisting principally of (1) "Railcars" (i.e. railroad freight cars), principally tank cars, hopper cars, gondola cars, intermodal cars and miscellaneous other freight cars; (2) "Marine Products" such as boats, barges and various offshore service vessels for ocean and inland waterway service and military vessels for the United States Government and, to a limited extent, various size vessels for international ocean transportation companies; (3) "Construction Products" such as highway guardrail and highway and railway bridges, power plants, mills, etc, highway safety products, passenger loading bridges and conveyor systems for airports and other people and baggage conveyance requirements, ready-mix concrete production and aggregates including distribution, and providing raw material to owners, contractors and sub-contractors for use in the building and foundation industry; (4) "Containers" such as (a) extremely large, heavy pressure vessels and other heavy welded products including industrial silencers, desalinators, evaporators, and gas processing systems, (b) pressure and non-pressure containers for the storage and transportation of liquefied gases, brewery products and other liquid and dry products, and (c) heat transfer equipment for the chemical, petroleum and petrochemical industries; (5) "Metal Components" such as weld fittings (tees, elbows, reducers, caps, flanges, etc.) used in pressure piping systems and container heads (the ends of pressure and non-pressure containers) for use internally and by other manufacturers of containers; and (6) "Leasing" of Registrant manufactured railcars and barges to various industries. Various financial information concerning the Registrant's industry segments for each of the last three fiscal years is included in the Registrant's 1995 Annual Report to Stockholders on page 22 under the heading "Segment Information", and such section is incorporated herein by reference. Railcars. The Registrant manufactures railroad freight cars, principally pressure and non- pressure tank cars, hopper cars, intermodal cars and gondola cars used for transporting a wide variety of liquids, gases and dry cargo. Tank cars transport products such as liquefied petroleum gas, liquid fertilizer, sulfur, sulfuric acids and corn syrup. Covered hopper cars carry cargo such as grain, dry fertilizer, plastic pellets and cement. Open-top hoppers haul coal, and top-loading gondola cars transport a variety of heavy bulk commodities such as scrap metals, finished flat steel products, machinery and lumber. Intermodal cars transport various products which have been loaded in containers to minimize shipping costs. Marine Products. The Registrant manufactures a variety of marine products pursuant to customer orders. It produces various types of vessels for offshore service including supply, crew, fishing and other types of boats. The Registrant is currently constructing various military vessels for both the United States Army and Navy. The Registrant produces river hopper barges which are used to carry coal, grain and miscellaneous commodities. The purchasers of the Registrant's marine products include inland waterway marine operators, offshore oil and gas drillers and operators, international ocean transportation companies, barge transport companies and domestic and foreign governmental authorities. Construction Products. The construction products manufactured by the Registrant include beams, girders, columns, highway guard rail and highway safety devices and related barrier products, ready-mix concrete and aggregates, passenger loading bridges, and baggage handling systems. These products are used in the bridge, highway construction and building industries and airports. Some of the sales of beams, girders and columns are to general contractors and subcontractors on highway construction projects. Generally, customers for highway guardrail and highway safety devices are highway departments or subcontractors on highway projects. Passenger loading bridges and conveyor systems are generally sold to contractors, airports, or airlines as part of airport terminal equipment. Ready-mix concrete and aggregates are used in the building and foundation industry and customers include primarily owners, contractors and sub-contractors. Containers. The Registrant is engaged in manufacturing metal containers consisting of extremely large, heavy pressure vessels and other heavy welded products, including industrial silencers, desalinators, evaporators, and gas processing systems for the storage and transportation of liquefied petroleum ("LP") gas and anhydrous ammonia fertilizer. Pressure LP gas containers are utilized at industrial plants, utilities, small businesses and in suburban and rural areas for residential heating and cooking needs. Fertilizer containers are manufactured for highway and rail transport, bulk storage, farm storage and the application and distribution of anhydrous ammonia. The Registrant also makes heat transfer equipment for the chemical, petroleum and petrochemical industries and a complete line of custom vessels, standard steam jacketed kettles, mix cookers, and custom-fabricated cooking vessels for the food, meat, dairy, pharmaceutical, cosmetic and chemical industries. Metal Components. The metal components manufactured by the Registrant are made from ferrous and non-ferrous metals and their alloys and consist principally of butt weld type fittings, flanges and pressure and non-pressure container heads. The weld fittings include caps, elbows, return bends, concentric and eccentric reducers, full and reducing outlet tees, and a full line of pipe flanges, all of which are pressure rated. The Registrant manufactures and stocks, in standard, extra-heavy and double-extra-heavy weights and in various diameters, weld caps, tees, reducers, elbows, return bends, flanges and also manufactures to customer specifications. The basic raw materials for weld fittings and flanges are carbon steel, stainless steel, aluminum, chrome-moly and other metal tubing or seamless pipe and forgings. The Registrant sells its weld fittings and flanges to distributors and to other manufacturers of weld fittings. Container heads manufactured by the Registrant are pressed metal components used in the further manufacture of a finished product. Since the manufacture of container heads requires a substantial investment in heavy equipment and dies, many other manufacturers order container heads from the Registrant. Container heads are manufactured in various shapes and may be pressure rated or non-pressure, depending on the intended use in further manufacture. Other pressed shapes are also hot- or cold-formed to customer requirements. Leasing. The Company has one wholly-owned leasing subsidiary, Trinity Industries Leasing Company ("TILC"), which was incorporated in 1979. TILC is engaged in leasing specialized types of railcars, consisting of both tank cars and hopper cars, to industrial companies in the petroleum, chemical, grain, food processing, fertilizer and other industries which supply cars to the railroads. At March 31, 1995, TILC had under lease 9,066 railcars. During fiscal year 1995, TILC divested its inventory of river hopper barges previously held for lease. The barges were operated under an agreement which provided for management of the barges. The barges were generally used for movement of commodities on the inland waterway system, primarily the Mississippi and Missouri Rivers. Substantially all equipment leased by TILC was purchased from the Registrant at prices comparable to the prices for equipment sold by the Registrant to third parties. As of March 31, 1995, TILC had equipment on lease or available for lease purchased from the Registrant at a cost of $431.0 million. Generally, TILC purchases the equipment to be leased only after a lessee has committed to lease such equipment. The volume of equipment purchased and leased by TILC depends upon a number of factors, including the demand for equipment manufactured by the Registrant, the cost and availability of funds to finance the purchase of equipment, the Registrant's decision to solicit orders for the purchase or lease of equipment and factors which may affect the decision of the Registrant's customers as to whether to purchase or lease equipment. Although the Registrant is not contractually obligated to offer to TILC equipment proposed to be leased by the Registrant's customers, it is the Registrant's intention to effect all such leasing transactions through TILC. Similarly, while TILC is not contractually obligated to purchase from the Registrant any equipment proposed to be leased, TILC intends to purchase and lease all equipment which the Registrant's customers desire to lease when the lease rentals and other terms of the proposed lease are satisfactory to TILC, subject to the availability and cost of funds to finance the acquisition of the equipment. Marketing, Raw Materials, Employees and Competition. As of March 31, 1995, the Registrant operated only in the continental United States. On May 5, 1995, the Registrant acquired one hundred percent of the capital stock of the holding company which owns Grupo TATSA S.A. de C.V. Grupo TATSA is headquartered in Mexico City, Mexico. The Registrant sells substantially all of its products through its own salesmen operating from offices in Montgomery, Alabama; Elizabethtown and Paducah, Kentucky; Shreveport, Louisiana; Flint, Michigan; St. Louis, Missouri; Gulfport, Mississippi; Asheville, North Carolina; Cincinnati and Girard, Ohio; Beaumont, Dallas/Ft. Worth, Houston and Navasota, Texas; and Centerville, Utah. Independent sales representatives are also used to a limited extent. The Registrant markets railcars, containers and metal components throughout the United States. Except in the case of weld fittings, guardrail, and standard size LP gas containers, the Registrant's products are ordinarily fabricated to the customer's specifications pursuant to a purchase order. The principal materials used by the Registrant are steel plate, structural steel shapes and steel forgings. There are numerous domestic and foreign sources of such steel and most other materials used by the Registrant. The Registrant currently has approximately 16,500 employees, of which approximately 15,100 are production employees and 1,400 are administrative, sales, supervisory and office employees. There are numerous companies located throughout the United States that are engaged in the business of manufacturing various railcars and containers of the types manufactured by the Registrant, and these industries are highly competitive. Companies manufacturing products which compete with the Registrant's construction products consist of numerous other structural fabricators and ready-mix concrete producers, most of which are smaller than the Registrant. Small shipyards located on inland waterways and medium to large size shipyards located on or near ports on navigable waterways produce marine products which compete with those manufactured by the Registrant. Both domestic and foreign manufacturers of metal components, some of which are larger than the Registrant, compete with the Registrant. A number of well-established companies actively compete with TILC in the business of owning and leasing railcars, as well as banks, investment partnerships and other financial and commercial institutions. Recent Developments. Information concerning the Registrant's business acquisitions are included in the Registrant's 1995 Annual Report to Stockholders under the heading "Business Acquisitions," (pages 23 through 24) and such section is incorporated herein by reference. Other Matters. The Registrant is not materially affected by federal, state and local provisions which have been enacted or adopted regulating the discharge of materials into the environment or otherwise relating to the protection of the environment. To date, the Registrant has not suffered any material shortages with respect to obtaining sufficient energy supplies to operate its various plant facilities or its transportation vehicles. Future limitations on the availability or consumption of petroleum products (particularly natural gas for plant operations and diesel fuel for vehicles) could have an adverse effect upon the Registrant's ability to conduct its business. The likelihood of such an occurrence or its duration, and its ultimate effect on the Registrant's operations, cannot be reasonably predicted at this time. Item 2. Properties. The Registrant's principal executive offices are located in a ten story office building containing approximately 107,000 sq. ft. and a connected adjacent building containing approximately 66,000 sq. ft., each owned by the Registrant, in Dallas, Texas. The following table sets forth certain salient facts with respect to each of the operating plant properties owned and/or leased by the Registrant at March 31, 1995: Registrant's Uses of Approx. Interest in Premises Bldg. Area Expiration Annual Plant Location Property (1) (Sq Ft.) Date Rentals Ackerman, MS Fee (e) 78,000 - - Ashland City, TN Fee (b) 92,000 - - Asheville, NC Lease (a) 94,000 06/30/99 $198,000 Beaumont, TX Fee (a) 431,000 - - Bessemer, AL Fee (a) 1,183,000 - - Brownsville, PA Fee (b) 200,000 - - Brusly, LA Fee (b) 148,000 - - Butler, PA Fee (a) 40,000 - - Butler, PA Lease (a) 30,000 12/31/97 $ 65,000 Caruthersville, MO Fee (b) 302,000 - - Cedartown, GA Fee (d) 97,000 - - Centerville, UT Fee (c) 63,000 - - Cincinnati, OH Fee (d,e) 150,000 - - Dallas, TX (2 plants) Fee (a) 447,000 - - Denton, TX Fee (a) 65,000 - - Elizabethtown, KY Fee (c) 40,000 - - Elkhart, IN Fee (e) 125,000 - - Enid, OK Fee (e) 73,000 - - Fairfield, OH Lease (d) 72,000 06/30/95 $ 72,000 Flat Rock, NC Lease (a) 8,000 01/31/98 $ 64,000 Ft. Worth, TX (6 plants) Fee (a,c,d) 973,000 - - Girard, OH (2 plants) Fee (c) 326,000 - - Greenville, PA Fee (a) 918,000 - - Gulfport, MS Fee (b) 438,000 - - Harvey, LA Lease (b) 34,000 03/26/96 $ 86,000 Houston, TX (3 plants) Fee (b,c,d) 620,000 - - Johnstown, PA Fee (a) 152,000 - - Lima, OH Fee (c) 72,000 - - Lockport, LA Fee (b) 43,000 - - Longview, TX (4 plants) Fee (a,d) 557,000 - - Longview, TX Lease (a) 57,000 10/31/95 $ 32,000 Madisonville, LA Fee (b) 137,000 - - McKees Rocks, PA Fee (a) 600,000 - - Montgomery, AL (2 plants) Fee (c) 421,000 - - Moss Point, MS (2 plants) Fee (b) 155,000 - - Mt. Orab, OH Fee (a) 183,000 - - Nashville, TN Fee (b) 261,000 - - Navasota, TX Fee (e) 151,000 - - New London, MN Fee (d) 20,000 - - New Orleans, LA Lease (2) (b) 254,000 12/31/16 $ 42,000 Oklahoma City, OK Fee (a,d) 260,000 - - Orange, TX Fee (d) 735,000 - - Paducah, KY Fee (b) 40,000 - - Panama City, FL Fee (b) 41,000 - - Paris, TN Fee (a) 21,000 - - Pine Bluff, AR Fee (d) 34,000 - - Quincy, IL Fee (d) 95,000 - - Rocky Mount, NC Fee (d) 53,000 - - Saginaw, TX (2 plants) Fee (a) 263,000 - - San Antonio, TX Fee (c) 246,000 - - Sand Springs, OK Fee (e) 156,000 - - Shreveport, LA Lease (d) 691,000 11/30/42 $ 12,000 Tulsa, OK Fee (a,d) 114,000 - - Vidor, TX Fee (a) 40,000 - - West Memphis, AR Fee (e) 63,000 - - (1) (a) Manufacture of Railcars (b) Manufacture of Marine Products (c) Manufacture of Construction Products (d) Manufacture of Containers (e) Manufacture of Metal Components (2) The lease may be canceled by either party after 12/31/96. All machinery and equipment and the buildings occupied by the Registrant are maintained in good condition. The Registrant estimates that its plant facilities were utilized during the fiscal year at an average of approximately 80 percent of present productive capacity for railcars, 70 percent for Marine Products, 75 percent for Construction Products, 75 percent for Containers, and 75 percent for Metal Components. Item 3. Legal Proceedings. See page 28 of the Registrant's 1995 Annual Report to Stockholders which is incorporated herein by reference for a discussion of legal proceedings. Item 4. Submission of Matters to a Vote of Security Holders. There were no matters submitted to a vote of security holders during the fourth quarter of fiscal year 1995. ___________________ PART II Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters. Market for the Registrant's common stock and related stockholder matters are incorporated herein by reference from the information contained on page 3 under the caption "Corporate Profile" and on page 15 under the caption "Financial Summary" of the Registrant's 1995 Annual Report to Stockholders. Item 6. Selected Financial Data. Selected financial data is incorporated herein by reference from the information contained on page 15 under the caption "Financial Summary" of the Registrant's 1995 Annual Report to Stockholders. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Management's discussion and analysis of financial condition and results of operations are incorporated herein by reference from the Registrant's 1995 Annual Report to Stockholders, pages 16 through 17. Other persons, who are not executive officers of the Registrant, are listed on page 30 under the caption "Division Officers" of the Annual Report to Stockholders, and such caption is hereby incorporated by reference. Item 8. Financial Statements and Supplementary Data. Financial statements of the Registrant at March 31, 1995 and 1994 and for each of the three years in the period ended March 31, 1995 and the auditor's report thereon, and the Registrant's unaudited quarterly financial data for the two year period ended March 31, 1995, are incorporated by reference from the Registrant's 1995 Annual Report to Stockholders, pages 18 through 29. Item 9. Disagreements on Accounting and Financial Disclosure. No disclosure required. PART III Item 10. Directors and Executive Officers of the Registrant. Information concerning the directors and executive officers of the Registrant is incorporated herein by reference from the Registrant's definitive proxy statement for the Annual Meeting of Stockholders on July 19, 1995, page 3, under the caption "Election of Directors". Executive Officers of the Registrant.* The following table sets forth the names and ages of all executive officers of the Registrant, the nature of any family relationship between them, all positions and offices with the Registrant presently held by them, the year each person first became an officer and the term of each person's office: Officer Term Name(1)(2)(3) Age Office Since Expires(4) W. Ray Wallace 72 Chairman, President 1958 July 1995 Chief Executive Officer Ralph A. Banks, Jr 71 Senior Vice Presiden 1962 July 1995 Richard G. Brown 71 Senior Vice Presiden 1979 July 1995 K.W. Lewis 56 Senior Vice Presiden 1974 July 1995 Lee D. McElroy 72 Senior Vice Presiden 1992 July 1995 Timothy R. Wallace 41 Director & Group 1993 July 1995 Vice President John Dane, III 44 Group Vice President 1993 July 1995 John T. Sanford 43 Group Vice President 1993 July 1995 Mark Stiles 46 Group Vice President 1993 July 1995 Jack L. Cunningham 50 Vice President 1982 July 1995 John M. Lee 34 Vice President 1994 July 1995 R. A. Martin 60 Vice President 1974 July 1995 Tim L. Oglesby 37 Vice President 1995 July 1995 F. Dean Phelps, Jr 51 Vice President 1979 July 1995 Joseph F. Piriano 58 Vice President 1992 July 1995 Linda S. Sickels 44 Vice President 1995 July 1995 Neil O. Shoop 51 Treasurer 1985 July 1995 William J. Goodwin 47 Controller 1986 July 1995 J.J. French, Jr. 64 Secretary 1970 July 1995 * This data is furnished as additional information pursuant to instructions to Item 401 to Regulation S-K and in lieu of inclusion in the Registrant's Proxy Statement. (1) W. Ray Wallace, Chairman, President & Chief Executive Officer, is the father of Timothy R. Wallace, a Director and Group Vice President of the Registrant. (2) Mr. Stiles joined the Registrant in 1991 upon the acquisition by the Registrant of Transit Mix Concrete Company. For at least five years prior thereto, Mr. Stiles was Executive Vice President and General Manager of Transit Mix. Mr. Piriano was Director of Purchasing for the Registrant for at least the last five years. Mr. Lee joined the Registrant in 1994. For at least five years prior thereto, Mr. Lee was a manager for a national public accounting firm. Mr. Oglesby joined the Registrant in 1993. For at least five years prior thereto, Mr. Oglesby was a software manager for a national defense contractor. Ms. Sickels joined the Registrant in 1992. Prior to that, Ms. Sickels was in government relations for a state utility company. All of the other above-mentioned executive officers, except Mr. French, have been in the full-time employ of the Registrant or its subsidiaries for more than five years. Although the titles of certain such officers have changed during the past five years, all have performed essentially the same duties during such period of time. (3) Mr. French, an attorney, is President of Joe French & Associates, a Professional Corporation, since April, 1993. For at least five years prior thereto, Mr. French was employed by Locke Purnell Rain Harrell, a Professional Corporation. (4) It is anticipated that all of such officers will be reelected at the Annual Meeting of the Board of Directors to be held on July 19, 1995. Item 11. Executive Compensation. Information on executive compensation is incorporated herein by reference from the Registrant's definitive proxy statement for the Annual Meeting of Stockholders on July 19, 1995, page 6 under the caption "Executive Compensation and Other Matters". Item 12. Security Ownership of Certain Beneficial Owners and Management. Information concerning security ownership of certain beneficial owners and management is incorporated herein by reference from the Registrant's definitive proxy statement for the Annual Meeting of Stockholders on July 19, 1995, page 2, under the caption "Voting Securities and Stockholders", and page 3, under the caption "Election of Directors". Item 13. Certain Relationships and Related Transactions. Information concerning certain relationships and related transactions is incorporated herein by reference from the Registrant's definitive proxy statement for the Annual Meeting of Stockholders on July 19, 1995, pages 3 through 4, under the caption "Election of Directors". ______________________ PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K. (a) 1&2. Financial statements and financial statement schedules. The financial statements and schedules listed in the accompanying indices to financial statements and financial statement schedules are filed as part of this Annual Report Form 10-K. 3. Exhibits. The exhibits listed on the accompanying index to exhibits are filed as part of this Annual Report Form 10-K. (b) Reports on Form 8-K No Form 8-K was filed during the fourth quarter of fiscal 1995. Trinity Industries, Inc. Financial Statements and Financial Statement Schedules for Inclusion in Annual Report Form 10-K Year Ended March 31, 1995 Trinity Industries, Inc. Index to Financial Statements and Financial Statement Schedules (Item 14 (a)) REFERENCE 1995 Annual Form Report to 10-K Stockholders (Page) (Page) Consolidated balance sheet at March 31, 1995 and 1994. . . . . . . . . . - 19 For each of the three years in the period ended March 31, 1995: Consolidated income statement. . . . . . - 18 Consolidated statement of cash flows . . - 20 Consolidated statement of stockholders' equity . . . . . . . . . - 21 Notes to consolidated financial statements . . . . . . . . . . . . . . - 21 Supplemental information: Supplementary unaudited quarterly data. . - 29 Consolidated financial statement schedule for each of the three years in the period ended March 31, 1995: II - Allowance for doubtful accounts. 12 - Other financial information: Weighted average interest rate on short-term borrowings. . . . . . . . . . 12 - All other schedules have been omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedules, or because the information required is included in the consolidated financial statements, including the notes thereto. Financial statements of the Registrant's unconsolidated foreign affiliates are not presented herein, because they do not constitute significant subsidiaries. The consolidated financial statements and supplementary information listed in the above index which are included in the 1995 Annual Report to Stockholders are hereby incorporated by reference. EXHIBIT (23) Consent of Independent Auditors We consent to the incorporation by reference in this Annual Report (Form 10-K) of Trinity Industries, Inc. of our report dated May 10, 1995, included in the 1995 Annual Report to Stockholders of Trinity Industries, Inc. Our audits also included the financial statement schedule of Trinity Industries, Inc. listed in Item 14(a). This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. We also consent to the incorporation by reference in Post-Effective Amendment No. 3 to the Registration Statement (Form S-8, No. 2-64813), Post-Effective amendment No. 1 to the Registration Statement (Form S-8, No. 33-10937), Post-Effective Amendment No. 1 to the Registration Statement (Form S-3, No. 33-12526), Amendment No. 1 to the Registration Statement (Form S-3, No. 33- 57338), Registration Statement (Form S-8, No. 33-35514), Registration Statement (Form S-8, No. 33- 73026), Post-Effective Amendment No. 1 to the Registration Statement (Form S-4, No. 33-51709) of Trinity Industries, Inc. and in the related Prospectuses of our report dated May 10, 1995, with respect to the consolidated financial statements and schedules of Trinity Industries, Inc. included or incorporated by reference in this Annual Report (Form 10-K) for the year ended March 31, 1995. ERNST & YOUNG LLP Dallas, Texas June 26, 1995
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SCHEDULE II Trinity Industries, Inc. Allowance for Doubtful Accounts Year Ended March 31, 1995, 1994 and 1993 (in millions) Additions Balance at charged to Accounts Balance beginning costs and charged at end of year expenses off of year Year Ended March 31, 1995 $ 1.0 $ 0.3 $0.5 $ 0.8 Year Ended March 31, 1994 $ 1.2 $ 0.3 $0.5 $ 1.0 Year Ended March 31, 1993 $ 1.5 $ 0.4 $0.7 $ 1.2 Trinity Industries, Inc. Other Financial Information Short-Term Borrowings The weighted average interest rate on short-term borrowings outstanding as of March 31, 1995, 1994, and 1993 is 5.28%, 3.57%, and 4.00%, respectively. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. Trinity Industries, Inc. Registrant By: /s/ F. Dean Phelps, Jr. F. Dean Phelps, Jr. Vice President June 26, 1995 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons of the Registrant and in the capacities and on the dates indicated: Directors: Principal Executive Officer: /s/ David W. Biegler /s/ W. Ray Wallace David W. Biegler W. Ray Wallace Director President and Chairman June 26, 1995 June 26, 1995 Principal Financial Officer: /s/ Barry J. Galt /s/ K. W. Lewis Barry J. Galt K. W. Lewis Director Senior Vice President June 26, 1995 June 26, 1995 Principal Accounting Officer: /s/ Dean P. Guerin /s/ F. Dean Phelps, Jr. Dean P. Guerin F. Dean Phelps, Jr. Director Vice President June 26, 1995 June 26, 1995 Jess T. Hay Director June 26, 1995 /s/ Edmund M. Hoffman Edmund M. Hoffman Director June 26, 1995 /s/ Ray J. Pulley Ray J. Pulley Director June 26, 1995 /s/ Timothy R. Wallace Timothy R. Wallace Director June 26, 1995 Trinity Industries, Inc. Index to Exhibits (Item 14(a)) NO. DESCRIPTION PAGE (3.1) Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.A to Registration Statement No. 33-10937 filed April 8, 1987). * (3.2) By-Laws of Registrant (incorporated by reference to Exhibit 3.2 to Form 10-K filed June 16, 1992). * (4.1) Specimen Common Stock Certificate of Registrant (incorporated by reference to Exhibit 3B to Registration Statement No. 33-10937 filed April 8, 1987). * (10.1) Fixed Charges Coverage Agreement dated as of January 15, 1980, between Registrant and Trinity Industries Leasing Company (incorporated by reference to Exhibit 10.1 to Registration Statement No. 2-70378 filed January 29, 1981). * (10.2) Tax Allocation Agreement dated as of January 22, 1980 between Registrant and its subsidiaries (including Trinity Industries Leasing Company) (incorporated by reference to Exhibit 10.2 to Registration Statement No. 2-70378 filed January 29, 1981). * (10.3) Form of Executive Severance Agreement entered into between the Registrant and all executive officers of the Registrant (other than Mr. French) (incorporated by reference to Exhibit 10.3 to Form 10-K filed June 19, 1989). * (10.4) Trinity Industries, Inc., Stock Option Plan With Stock Appreciation Rights (incorporated by reference to Registration Statement No. 2-64813 filed July 5, 1979, as amended by Post-Effective Amendment No. 1 dated July 1, 1980, Post-Effective Amendment No.2 dated August 31, 1984, and Post-Effective Amendment No. 3 dated July 13, 1990). * (10.5) Directors' Retirement Plan adopted December 11, 1986 incorporated by reference to Exhibit 10.6 to Form 10-K filed June 14, 1990). * (10.6) 1989 Stock Option Plan with Stock Appreciation Rights (incorporated by reference to Registration Statement No. 33-35514 filed June 20, 1990) * (10.7) Supplemental Retirement Benefit Plan for W. Ray Wallace, effective July 18, 1990 (incorporated by reference to Exhibit 10.8 to Form 10-K filed June 13, 1991). * (10.8) 1993 Stock Option and Incentive Plan (incorporated by reference to Registration Statement No. 33-73026 filed December 15, 1993) * Trinity Industries, Inc. Index to Exhibits -- (Continued) (Item 14(a)) NO. DESCRIPTION PAGE (10.9) Pension Plan A for Salaried Employees of Trinity Industries, Inc. and Certain Affiliates dated August 20, 1985, as amended by Amendment No. 1 dated May 27, 1986, Amendment No. 2 dated December 30, 1986, Amendment No. 3 dated December 12, 1986, Amendment No. 4 dated March 31, 1987, Amendment No. 5 dated March 31, 1987, Amendment No. 6 dated December 4, 1987, Amendment No. 7 dated July 26, 1988, Amendment No. 8 dated July 28, 1988, Amendment No. 9 dated March 15, 1989, Amendment No. 10 dated March 31, 1989, and Amendment No. 11 dated July 14, 1989 (incorporated by reference to Exhibit 10.9 to Form 10-K filed June 13, 1991). * (10.10) Supplemental Profit Sharing Plan for Employees of Trinity Industries Inc. and Certain Affiliates dated June 30, 1990, as amended by Amendment No. 1 dated June 13, 1991. Supplemental Profit Sharing Trust for Employees of Trinity Industries, Inc. and Certain Affiliates dated June 30, 1990, as amended by Amendment No. 1 dated June 13, 1991 (incorporated by reference to Exhibit 10.10 to Form 10-K filed June 13, 1991). * (13) Annual Report to Stockholders. With the exception of the information incorporated by reference into Items 1, 5, 6, 7 and 8 of Form 10-K, the 1995 Annual Report to Stockholders is not deemed as a part of this report. (21) Listing of subsidiaries of the Registrant. 16 (23) Consent of Independent Auditors. 11 (27) Financial Data Schedules. (99.1) Annual Report on Form 11-K for employee stock purchase, savings and similar plans filed pursuant to Rule 15d-21. EXHIBIT 13 Corporate Profile Trinity Industries, Inc. is a large manufacturer of heavy metal products with manufacturing and fabrication operations in six business segments: Railcars, Marine Products, Construction Products, pressure and non-pressure Containers, Metal Components, and Leasing. The Company, headquartered in Dallas, Texas, produces at seventy-three facilities containing over twelve million square feet of manufacturing space in eighteen states. The Company has a continuing strategy of growth through internal expansion and strategic acquisitions within its established business segments. Trinity's stockholders of record numbered more than 2,700 at March 31, 1995. Its common stock is traded on the New York Stock Exchange under the symbol TRN. Highlights (in millions except per share data) Year Ended March 31 1995 1994 1993 Revenues. . . . . . . . . . . . . . . . $2,314.9 1,784.9 1,540.0 Income before cumulative effect of change in accounting for income taxes . . . . $ 89.1 68.3 45.0 Cumulative effect of change in accounting for income taxes. . . . . . - 7.9 - Net income. . . . . . . . . . . . . . . $ 89.1 76.2 45.0 Income per common and common equivalent share before cumulative effect of change in accounting for income taxes. $ 2.20 1.69 1.27 Cumulative effect of change in accounting for income taxes. . . . . . - 0.20 - Net income per common and common equivalent share (1) . . . . . . . . . $ 2.20 1.89 1.27 Cash dividends per share(1) . . . . . . $ 0.68 0.64 0.53 Stockholders' equity. . . . . . . . . . $ 641.2 570.5 507.3 Total assets: Excluding Leasing Subsidiary. . . . . $1,121.8 959.5 735.4 Leasing Subsidiary. . . . . . . . . . $ 298.2 347.3 353.7 $1,420.0 1,306.8 1,089.1 Capital expenditures (net of business acquisitions): Excluding Leasing Subsidiary. . . . . $ 64.7 45.2 36.2 Leasing Subsidiary. . . . . . . . . . $ 28.7 37.6 74.5 $ 93.4 82.8 110.7 (1) Net income per common and common equivalent share and Cash dividends per share for the year ended March 31, 1993 are restated for the three-for- two stock split distributed on August 31, 1993. TO OUR STOCKHOLDERS It is with pleasure and pride that I report on the status of our Company. It has been a good year for Trinity. It was a year of record revenues and net income, of record production and orders on hand, of growth and expansion, and of acquisitions and new technology. It has been a year of healthy challenges - those caused by growth and competition. The Annual Report to Stockholders speaks for itself. Our employees have met challenges, and Trinity is prospering. In the twelve month period ended March 31, 1995, revenues were $2.3 billion, and the Company recorded net income of $89.1, or $2.20 per share. For the twelve months of the prior fiscal year, income before cumulative effect of change in accounting for income taxes of $68.3 million, or $1.69 per share, was recorded on revenues of $1.8 billion. Net income was $76.2 million, or $1.89 per share. In the three months ended March 31, 1995, revenues totalled $638.2 million. Net income of $25.7 million, or $0.63 per share, was recorded. In the prior year's comparable quarter, net income of $15.2 million, or $0.38 per share, was recorded on revenues of $452.7 million. Trinity is becoming increasingly global in many aspects of its business. With increased production, Trinity must now look internationally for many of the materials and component parts needed for manufacture and maintenance. As free trade laws like NAFTA are passed, it is both an encouragement and a necessity to keep a watchful eye on international competition. Many challenges and opportunities originate from these rapidly changing political and economic phenomenon. Subsequent to the close of fiscal 1995, one such opportunity for international expansion occurred. Trinity seized this opportunity and increased its presence in Mexico. On May 5, 1995, Trinity acquired the holding company for Grupo Tatsa, headquartered in Mexico City. Grupo Tatsa manufactures and distributes a wide variety of fabricated steel products, including products for the storage and transportation of liquefied petroleum products marketed in Mexico and other Latin American countries. The acquisition of Grupo Tatsa should add to Trinity's flexibility and cost efficiency as these operations are integrated into the company's operations. Increased opportunities are coupled with increased competition and this, generally, means greater demand for the materials, components and supplies needed to build the Company's products. Frequently, seeking materials, component parts, and supplies intenationally may drive up costs and extend delivery times. These business conditions call for attentive effort, creativity and salesmanship on the part of our employees. We have been successful in meeting these challenges and are proud of our employees abilities. We continually evaluate our facilities and our products to determine their cost-effectiveness and relevance to future business operations. During the past year, we have disposed of some facilities and acquired others in this continuing effort to maximize and efficiently utilize our resources. We continue our philosophy of expansion through a balance of internal growth and strategic acquisitions. Internal review and evaluation is a normal part of the acquisition and expansion process. During the last quarter of the fiscal year, a review and evaluation was concluded of certain assets used by the Company in its business operations. Certain real property was determined to be in excess of that required for future business operations. While the ultimate values for these assets on sale will not be known until the actual sale, management determined that a valuation provision was appropriate. A valuation reserve was established for approximately eight million dollars. Our emphasis on quality and safety is keeping pace with our growth. We have developed a bilingual, computer-assisted training program for workers, designed to teach and upgrade skills and provide safety training on an ongoing basis. This advanced program is being tested in our Railcars segment and will soon be employed throughout the company. We continue to seek and acquire new technology that provides more consistent quality and efficiency in our operations. We are using robotics more frequently in areas where consistency and safety are critical. Over the past year, Trinity has been recognized with a number of awards from major companies, reconfirming our efforts to provide quality products and outstanding service at competitive prices. We strive to serve our customers, we also strive to be responsible corporate citizens, remaining ever mindful of our environment and the well-being of the world around us. It appears that both the railcar and marine replacement cycles are becoming more orderly. We have experienced increased demand in both our Railcars and Marine Products segments and are realizing benefits of Trinity's readiness to replace aging fleets. The Railcars segment finished fiscal 1995 with record orders on hand and increased its unit production rate in the fourth quarter by more than twenty percent compared to the previous quarter. In addition to replacement demand, large U.S. grain crops and demand for grain by developing countries are improving the outlook for barges in the Marine Products segment. While barges are important marine products, specialty boats like those used for resort recreation, oceanographic vessels, and high speed patrol boats and off-shore work boats add to the diversity of our Marine Products segment. From all indications, we are on the verge of a favorable across-the-board shipbuilding cycle. Our Construction Products segment has expanded over the past year. There appear to be more signs of vitality in construction work than we have seen in almost a decade. We have expanded our highway guardrail and road barrier products and substantially increased our concrete and aggregate business. Trinity recently purchased certain Texas ready-mix concrete equipment, facilities and aggregate mining assets from LaFarge Corporation. This purchase moves the Transit Mix business into geographical areas in Texas and Louisiana not served by previous operations. We are anticipating additional growth in these markets. Looking forward, it is anticipated that the Company will continue its expansion and upward trend. We appreciate your continued support, the dedication of our loyal employees, and the support of our customers and suppliers. W. Ray Wallace Chairman, President and Chief Executive Officer Railcars Trinity's Railcars segment manufactures a broad line of freight and tank railcars and related railcar parts and components. Railcars are used to transport various bulk products and commodities including coal, grain, cement, plastic raw materials, petroleum products, chemicals, intermodal containers (products bundled in shipping containers designed to fit on railcars and other modes of transportation to minimize shipping costs), lumber and similar products. Trinity markets railcars principally to customers in North America including railroads, private shippers (major corporations and associations who chose to own their own equipment for movement of their commodities and products), and leasing companies. The Company's leadership role in the railcar industry is also creating opportunities internationally. After more than a decade of consolidation of railcar types, railcar quantities, railroad companies and railroad operating systems, it appears that the replacement cycle for many types of railcars is fully in progress. The Company is enjoying record levels of railcar orders for a wide variety of types and models. These orders are an expression of customer confidence in Trinity's products and services. Trinity is mindful of its leadership in the railcar industry and has instituted and developed many internal and external customer satisfaction and quality assurance programs. Trinity's goal of providing exceptional value to customers in its products and services is the heart of the Railcars segment business philosophy. Focus on the customer's requirements and how to serve those needs is the principal business strategy. The Railcars segment reported an increase in operating profit of 66.4% on a 58.4% increase in revenues for fiscal 1995. Revenues were $1.16 billion and operating profit was $88.5 million for the year ended March 31, 1995. In the prior fiscal year, revenues of $730.6 million and operating profit of $53.2 million were reported. Marine Products Trinity's Marine Products segment is a leading producer of small-to- medium sized vessels for commercial and military customers in domestic and international markets and of inland waterway and ocean-going barges. Examples of some of the vessels built by the Company are crew boats (generally, to transport operational personnel to marine work locations), tug boats, supply boats, ferries, inland water hopper and tank barges, ocean- going "double-skin" tanker barges, tow boats, push boats, fishing boats, excursion boats, riverboat casinos, fire and rescue boats and luxury yachts. Examples of military and government owned vessels include oceanographic research ships, ocean surveillance ships, hydrographic vessels, and the United States Special Operations Command next generation Mark V Pegasus high speed craft for insertion and extraction of special operations forces. In the Company's continuing effort to expand both the product and customer base, the Company entered into agreements with the United States Maritime Administration (commonly referred to as MARAD) for development of several new products including a new high speed, low wake catamaran passenger ferry, a large passenger / vehicle ferry, a container / bulk carrier and a multi-purpose cargo ship. As international economic conditions improve, these types of projects may develop new markets. The Company has focused its resources on expansion and upgrading ship repair, conversion, cleaning and gas freeing (cleaning of vessels and barges) capabilities, as well as improvements to barge construction and repair facility. The Marine Products segment revenues were $369.7 million and operating profit was $30.3 million for the year ended March 31, 1995. In the prior fiscal year, revenues of $360.7 million and operating profit of $28.9 million were reported. Construction Products Trinity's Construction Products segment fabricates a broad line of products for supply to governmental, commercial, industrial and utility customers. Major product lines include highway guardrail, with a full line of special highway safety products, structural components for highway and railroad bridges, heavy weldments and truck bodies for mining and construction equipment, custom roll-formed shapes for railcalrs, trailers, and other uses, passenger loading bridges and conveyor systems for airports and ready-mix concrete and aggregates. Primary markets are federal and state governments as well as Canada, Mexico, Puerto Rico, and other countries. During the fiscal year, Trinity expanded further in the ready-mix concrete and aggregates product line through acquisitions of additional facilities in Texas and Louisiana (see Business Acquisitions in the Notes to Consolidated Financial Statements). Demand remains high for these products. Trinity's Construction Products segment is in a favorable position as attention is focused on the repair and upgrading of the nations bridges and highways. Trinity is prepared to meet the demand expected for the products offered by the Construction Products segment. The Construction Products segment revenues were $355.5 million and operating profit was $35.6 million for the year ended March 31, 1995. In the prior fiscal year, revenues of $333.1 million and operating profit of $35.6 million were reported. Containers Trinity's Containers segment manufactures a variety of vessels. The Company fabricates containers ranging in size from as small as 50 gallons to as large as 500,000 gallons; extremely large, heavy pressure vessels and other heavy welded products; and heat transfer equipment. Pressure and nonpressure containers built to Department of Transportation and American Society of Mechanical Engineers' standards are used for the transportation and storage of liquefied petroleum gases, food and beverage products, and other liquid and dry products. Products range from domestic and storage tanks to truck tank and transport barrels. Vessels are generally constructed of carbon steel but may be constructed of other materials such as alloy, stainless steel, and aluminum. Products include pressure vessels, refinery and chemical reactors, industrial silencers, heat recovery systems, desalinators, and evaporators. Heat transfer equipment is built to an exact set of design standards and configurations provided by the customer. Customers include residential, governmental, commercial and an array of industrial users, specifically, petrochemical, food processing and utility industries. The Containers segment's revenues were $169.7 million and operating profit was $9.7 million for the year ended March 31, 1995. In the prior fiscal year, revenues of $155.6 million and operating profit of $9.8 million were reported. Metal Components Trinity's Metal Components segment manufactures and markets Hackney and Flo-Bend brands of fittings and flanges and container heads. Weld fittings include full and reducing outlet tees, elbows, return bends, concentric and eccentric reducers, caps, and forged flanges of all types. Flanges and fittings are manufactured from carbon steel, stainless steel, chrome-moly and many other kinds of steel. Container heads are the rounded ends on containers. Many container heads manufactured by Trinity are large pressed metal components used in the further manufacture of finished custom containers used by the chemical and petroleum industries. The manufacture of container heads requires a substantial investment in machinery and equipment. Trinity supplies fabricators with container heads which they are unable to manufacture themselves. Container heads are manufactured in various shapes and may be pressure or nonpressure rated depending on the specifications of the customer. The metal components segment is comprised of seven manufacturing locations, and Trinity has expanded this business segment through strategic acquisition of certain assets of Flo-Bend, Inc. (see Business Acquisitions in the Notes to Consolidated Financial Statements). The Metal Components segment revenues were $105.5 million and operating profit was $14.9 million for the year ended March 31, 1995. In the prior fiscal year, revenues of $99.7 million and operating profit of $11.7 million were reported. Leasing With Trinity's wholly-owned leasing subsidiary, Trinity Industries Leasing Company, the Company can offer customers an alternative to purchasing railcars, thereby reaching a broader base of customers. The options provided by leasing allows customers to retain working capital and reduce administrative expenses. Leasing customers also receive the benefit of Trinity's exceptional maintenance, testing and repair facilities. Leasing provides Trinity with a steady flow of income, tax deferrals, and equity in long-life assets. The Leasing segment revenues were $156.9 million and operating profit was $23.6 million for the year ended March 31, 1995. In the prior fiscal year revenues of $104.6 million and operating profit of $15.3 million were reported. Because of the consolidation of Trinity Industries Leasing Company under Statement of Financial Accounting Standards Number 94 (See Summary of Significant Accounting Policies and Leasing notes in Notes to Consolidated Financial Statements), intercompany interest income aggregating $8.1 million is eliminated from Trinity's consolidated financial statements. Mexico Expansion On May 5, 1995, Trinity acquired one hundred percent of the capital stock of the holding company which owns Grupo TATSA S. A. de C. V. in exchange for shares of Trinity common stock. Grupo TATSA, headquartered in Mexico City, Mexico, manufactures and distributes a wide variety of fabricated steel products including containers (primarily for the storage or transportation of liquefied petroleum products), rail tankcar barrels, and heads which are used within Grupo TATSA as well as sold to other manufacturers from its manufacturing facilities in Mexico City, Monclova, and Huehuetoca, Mexico. Grupo TATSA serves the Mexican market and other Latin American countries as well as exporting to the United States. Grupo TATSA has a long standing reputation for quality and service in residential and industrial products. Grupo TATSA was established during the 1950's. The acquisition of Grupo TATSA should add to Trinity's flexibility and cost efficiency as these operations are integrated into the Company's operations. [Enlarge/Download Table] Financial Summary (in millions except for percent and per share data) Year ended March 31 1995 1994 1993 1992 1991 Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,314.9 1,784.9 1,540.0 1,273.3 1,348.1 Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . $ 157.5 116.6 74.6 43.4 59.1 Interest expense, net (excluding Leasing Subsidiary) . . . . . . . $ 11.4 4.0 3.3 6.4 9.4 Income before income taxes and cumulative effect of change in accounting for income taxes . . . . . . . . . . . . . . . . . . . $ 147.5 114.2 72.1 39.7 51.5 Provision for income taxes . . . . . . . . . . . . . . . . . . . . $ 58.4 45.9 27.1 15.4 19.5 Effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . % 39.6 40.2 37.6 38.8 37.8 Income before cumulative effect of change in accounting for income taxes. . . . . . . . . . . . . . . . . . . . . . . . . $ 89.1 68.3 45.0 24.3 32.0 Cumulative effect as of April 1, 1993 of change in accounting for income taxes. . . . . . . . . . . . . . . . . . . . . . . . . $ - 7.9 - - - Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 89.1 76.2 45.0 24.3 32.0 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,420.0 1,306.8 1,089.1 1,021.2 973.5 Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . $ 242.9 277.9 293.2 357.3 326.0 Stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . $ 641.2 570.5 507.3 379.0 372.0 Stock data:(1) Weighted average number of common and common equivalent shares outstanding. . . . . . . . . . . . . . . . . . . . . . . 40.5 40.3 35.4 34.2 34.4 Income per common and common equivalent share before cumulative effect of change in accounting for income taxes. . . $ 2.20 1.69 1.27 0.71 0.93 Cumulative effect of change in accounting for income taxes . . . $ - 0.20 - - - Net income per common and common equivalent share. . . . . . . . $ 2.20 1.89 1.27 0.71 0.93 Dividends per share(2) . . . . . . . . . . . . . . . . . . . . . $ 0.68 0.64 0.53 0.53 0.53 Stock closing price range: First quarter . . . . . . . . . . . . . . . . . . . . . . . . . $ 39 3/4- 35 1/2- 22 1/2- 19 3/8- 19 1/8- 33 7/8 29 5/8 18 16 1/8 14 5/8 Second quarter. . . . . . . . . . . . . . . . . . . . . . . . . $ 35 1/4- 38 1/4- 22- 19 1/8- 19- 31 32 1/2 19 7/8 15 7/8 13 1/4 Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . $ 35 3/8- 43 7/8- 26 1/2- 20 7/8- 14 1/8- 30 1/2 34 3/4 20 5/8 16 1/2 10 3/8 Fourth quarter. . . . . . . . . . . . . . . . . . . . . . . . . $ 37 3/8- 47 3/8- 29 7/8- 21 1/8- 17 5/8- 31 3/4 37 1/2 25 1/8 17 1/8 12 3/8 Book value per share . . . . . . . . . . . . . . . . . . . . . . $ 15.95 14.37 12.95 11.13 10.88 (1) On August 31, 1993, the Company distributed a three-for-two stock split in the form of a stock dividend. Accordingly, in the above table and throughout this report, for all prior fiscal years and interim periods, share and per share information, except for common stock outstanding in the Consolidated Statement of Stockholders' Equity, has been restated to give effect to the stock split. (2) In fiscal 1994, dividends per share were restated to $0.13 in the first quarter and then increased to $0.17 for the last three quarters. Management Discussion of Operations and Financial Condition Operations Record revenues of $2.3 billion were recorded for the fiscal year ended March 31, 1995, an increase of $530.0 million compared to fiscal 1994. The Company experienced increases in demand in all six major business segments, with the Railcars segment contributing the most significant increase. Railcars, the Company's largest segment, enjoyed the benefit of a better market for its railcars and railcar related products. The Construction Products segment's revenues continue to be favorably affected by additional business acquisitions of certain concrete operations. (See Business Acquisitions in the Notes to Consolidated Financial Statements). The Marine Products, Containers and Metal Components segments experienced expanding markets. Total operating profit increased from $116.6 million in fiscal 1994 to $157.5 million in fiscal 1995 due primarily to higher operating operating profit recorded in the Railcars, Marine Products, Metal Components and Leasing segments, partially offset by slightly lower operating profit recorded in the Containers segment. A valuation reserve was established for approximately $8.0 million for certain real property which was determined to be in excess of that required for future business operations. Expanding on a trend which began in fiscal 1993, production and deliveries in the Railcars segment again increased in fiscal 1995. Operating profit as a percentage of revenues increased in fiscal 1995 compared to the previous fiscal year as greater efficiencies were achieved as a result of ongoing participation in quality assurance programs established in previous years. Trinity continues to be active in the railcar market with a variety of car types including coal, grain, plastic pellet, cement, intermodal and a variety of tank railcars. Increased revenues and operating profit in fiscal 1995 are primarily the result of replacement demand and fundamental economic expansion of railroad traffic. This demand is expected to continue as railcars on order at the end of the fiscal year exceeded those of the prior fiscal year. The Company anticipates higher levels of production for the coming fiscal year. In the Marine Products segment, demand for the segment's products, marine vessels and barges, continues to increase. The inland river hopper barge product line is generally benefitted by large grain crops. Orders on hand for this segment are increasing as the replacement market grows. The Marine Products segment is further positioning itself for future growth and contribution to operating profit through strategic business acquisitions. (See Business Acquisitions in the Notes to Consolidated Financial Statements). The Construction Products segment has expanded its highway guardrail and road barrier products and expanded the concrete and aggregate business. Acquisitions completed in fiscal 1995 were made at various times during the year. The inclusion of a full year of these acquisitions in future years is expected to show favorable results in year to year comparisons. Continuing improvement in the chemical and petroleum industries related to the Clean Air Act and new housing starts is leading to improvement in the Containers segment, particularly the market for LPG tanks. Competitive markets for the Company's large pressure vessels are partially offsetting segment operating profit. Industry demand for products in the Metal Components segment has risen in the current fiscal year. General improvement in the economy has generated some expansion in the industries served by this segment. Leasing segment's operating profit was higher in fiscal 1995 due primarily to additions of new freight and tank railcars to the fleet, and the sale of selected car types coupled with the divestiture of its inventory of river hopper barges previously held for lease. Record revenues of $1.78 billion were recorded by the Company for the fiscal year ended March 31, 1994, an increase of $244.9 million compared to fiscal 1993. Significant increases in demand in the Railcars, Construction Products, Containers, and Leasing segments lead to the record year. Revenues recorded by the Metal Components segment remained comparable to the previous fiscal year. Revenues recorded declined when compared to Marine Products previous fiscal year's record revenues. Demand for railcars has increased causing upward adjustments to production rates to accommodate increases in business. The Construction Products segment's revenues were favorably affected by additional business acquisitions of certain concrete operations. (See Business Acquisitions in the Notes to Consolidated Financial Statements). The Containers and Metal Components segments experienced expanding markets. Total operating profit increased from $74.6 million in fiscal 1993 to $116.6 million in fiscal 1994 due primarily to higher operating profit recorded in the Railcars, Construction Products, and Leasing segments, partially offset by slightly lower operating profit recorded in the Marine Products, Containers and Metal Components segments. Continuing a trend which accelerated in fiscal 1993, production and deliveries in the Railcars segment increased in fiscal 1994. Operating profit as a percentage of revenues increased in fiscal 1994 compared to the previous fiscal year as greater efficiencies were achieved as a result of ongoing participation in quality assurance programs established in previous years. Increased revenues and operating profit in fiscal 1994 were primarily the result of expanded demand attributed to a continuing railcar replacement cycle, demand for new types of railcars as the transporting of certain commodities across the country shifted from over-the-road trucking to rail, a net increase in the amount of goods and products that are shipped by rail, and the general improvement in the economy. In the Marine Products segment, demand for the segment's products, marine vessels and barges, continued to be strong and broad based. The decline in fiscal year 1994 results compared to results from the previous fiscal year was due primarily to the record revenues and operating profit recorded in the previous fiscal year from the completion of a multi-vessel, quick production contract. The replacement market for vessels and barges lead to expanded production. The Marine Products segment further positioned itself for future growth and contribution to operating profit through strategic business acquisitions. (See Business Acquisitions in the Notes to Consolidated Financial Statements). Construction Products segment's revenues and operating profit increased in fiscal 1994 compared to the previous fiscal year. These results signify the effect of the decision to emphasize infrastructure products, including highway guardrail and safety barriers, and construction materials and aggregates. Continued expansion of the ready mix concrete markets helped to boost the segment's revenues and operating profit. General improvement in the chemical and petroleum industries and new housing starts lead to improvement in the Containers segment, particularly the market for LPG tanks. Competitive markets for the Company's large pressure vessels partially offset segment operating profit. Industry demand for products in the Metal Components segment rose in fiscal year 1994. General improvement in the economy generated some expansion in the industries served by this segment. Leasing segment's operating profit was higher in fiscal 1994 due primarily to additions of new freight and tank railcars to the fleet, sales of selected car types previously for lease, and a slight reduction in overall repair and maintenance expenses in the current fiscal year. Selling, engineering and administrative expenses increased to $104.5 million in fiscal 1995 from $94.2 million in fiscal 1994 due principally to additional personnel expenses from fiscal 1995 business acquisitions and increased Railcars segment business. Selling, engineering and administrative expenses were up slightly in fiscal 1994 compared to fiscal 1993. Increases were due to additional personnel from fiscal 1994 business acquisitions and increased Railcars segment business, offset somewhat by the absence of expenses present in the prior fiscal year related to the business acquisition of Syro. Interest expense of the Leasing Subsidiary decreased by $2.6 million in fiscal 1995 compared to fiscal 1994 due primarily to the reduction of the equipment trust series long-term debt through scheduled debt payments and disposition of certain assets. Interest expense of Leasing subsidiary decreased by $4.4 million in fiscal 1994 compared to fiscal 1993 due primarily to the conversion of Leasing Subsidiary debt to common stock of the Company in the fourth quarter of fiscal 1993 (see Long-term Debt in the Notes to Consolidated Financial Statements). Retirement plans expense increased to $12.1 million in fiscal 1995 from $9.2 million in fiscal 1994. The increase is due primarily to increases in personnel in fiscal 1995 business acquisitions. Retirement plans expense decreased to $9.2 million in fiscal 1994 from $10.2 million in fiscal 1993. The decrease is due primarily to the reduction of the actuarial accrual related to a certain supplemental retirement benefit agreement, offset by increases in personnel due to fiscal 1994 business acquisitions. Net interest expense of $11.4 million in fiscal 1995 increased as compared to $4.0 million in fiscal 1994 primarily due to the increase in the usage of short-term debt for capital expenditures and to finance business acquisitions. Net interest expense of $4.0 million in fiscal 1994 increased compared to $3.3 million in fiscal 1993 primarily due to the increase in the use of short-term debt to finance business acquisitions, offset by a decline in long- term debt from regularly scheduled principal payments. The provision for income taxes in fiscal 1995 expressed as a percent of income before income taxes is a 39.6 percent rate as compared to a 40.2 percent rate in fiscal 1994 and a 37.6 percent rate in fiscal 1993. The increase between fiscal 1994 and 1993 is due principally to the increase in the statutory federal income tax rate and the increase in the provision for state income taxes. In February, 1992, the Financial Accounting Standards Board issued SFAS No. 109, "Accounting for Income Taxes." The Company was required to adopt SFAS No. 109 in fiscal 1994 and change from the deferred to the liability method of computing income tax. The Company recognized the cumulative effect of the change in method as of April 1, 1993 resulting in an increase to net income of $7.9 million. (See Income Taxes in the Notes to the Consolidated Financial Statements). Liquidity and Financial Resources During fiscal 1995, internally generated funds and short-term borrowing were used to support capital expenditures and payments for business acquisitions. Capital expenditures, excluding Leasing Subsidiary, for fiscal 1995 were $64.7 million. Capital expenditures projected for fiscal 1996 are approximately $51.4 million. Payments for acquisitions in fiscal 1995, net of cash acquired, totalled $63.7 million. Future operating requirements are expected to be financed principally with net cash flows from operations. Internally generated funds, short-term and long-term debt will continue to be used to finance business acquisitions. Additions to TILC's railcar fleet are anticipated to be financed through internally generated funds, the issuance of equipment trust certificates, or similar debt instruments. The percentages of long-term debt and stockholders' equity to total capital (long-term debt and stockholders' equity) of $884.1 million (of which Leasing Subsidiary's long-term debt is $205.2 million) were 27.5 percent (of which Leasing Subsidiary's long-term debt is 23.2 percent of total capital) and 72.5 percent, respectively. Inflation Changes in price levels did not significantly affect the Company's operations in fiscal 1995, 1994 or 1993. Consolidated Income Statement (in millions except per share data) Year Ended March 31 1995 1994 1993 Revenues. . . . . . . . . . . . . . . . . . . . $2,314.9 $1,784.9 $1,540.0 Operating costs: Cost of revenues. . . . . . . . . . . . . . 2,019.7 1,541.2 1,333.7 Selling, engineering and administrative expenses . . . . . . . . . . . . . . . . . . 104.5 94.2 93.4 Interest expense of Leasing Subsidiary. . . 21.1 23.7 28.1 Retirement plans expense. . . . . . . . . . . 12.1 9.2 10.2 2,157.4 1,668.3 1,465.4 Operating profit. . . . . . . . . . . . . . . . 157.5 116.6 74.6 Other (income) expenses: Interest income . . . . . . . . . . . . . . (0.8) (1.6) (1.2) Interest expense - excluding Leasing Subsidiary . . . . . . . . . . . . . . . . . 12.2 5.6 4.5 Other, net. . . . . . . . . . . . . . . . . . (1.4) (1.6) (0.8) 10.0 2.4 2.5 Income before income taxes and cumulative effect of change in accounting for income taxes . . . 147.5 114.2 72.1 Provision (benefit) for income taxes: Current . . . . . . . . . . . . . . . . . . 87.6 45.1 25.7 Deferred. . . . . . . . . . . . . . . . . . (29.2) (1.3) 1.4 Effect of statutory rate increase . . . . . . - 2.1 - 58.4 45.9 27.1 Income before cumulative effect of change in accounting for income taxes. . . . . . . . . . 89.1 68.3 45.0 Cumulative effect as of April 1, 1993 of change in accounting for income taxes . . . . . . . . - 7.9 - Net income. . . . . . . . . . . . . . . . . . . $ 89.1 $ 76.2 $ 45.0 Income per common and common equivalent share before cumulative effect of change in accounting for income taxes. . . . . . . . . . $ 2.20 $ 1.69 $ 1.27 Cumulative effect of change in accounting for income taxes . . . . . . . . . . . . . . . . . - 0.20 - Net income per common and common equivalent share. . . . . . . . . . . . . . . . . . . . . $ 2.20 $ 1.89 $ 1.27 Weighted average number of common and common equivalent shares outstanding . . . . . . . . 40.5 40.3 35.4 See accompanying notes to consolidated financial statements. Consolidated Balance Sheet March 31 (in millions except per share data) 1995 1994 Assets Cash and cash equivalents . . . . . . . . . . . . . $ 15.3 $ 8.7 Receivables . . . . . . . . . . . . . . . . . . . . 270.3 264.9 Inventories . . . . . . . . . . . . . . . . . . . . 395.0 328.8 Property, plant and equipment, at cost: Excluding Leasing Subsidiary. . . . . . . . . . 701.4 590.8 Leasing Subsidiary. . . . . . . . . . . . . . . 387.3 479.2 Less accumulated depreciation: Excluding Leasing Subsidiary. . . . . . . . . . (306.2) (263.0) Leasing Subsidiary. . . . . . . . . . . . . . . (95.4) (139.9) Other assets. . . . . . . . . . . . . . . . . . . . 52.3 37.3 $1,420.0 $1,306.8 Liabilities and Stockholders' Equity Short-term debt . . . . . . . . . . . . . . . . . . $ 220.0 $ 192.0 Accounts payable and accrued liabilities. . . . . . 245.5 161.6 Billings in excess of cost and related earnings . . 12.0 12.6 Long-term debt: Excluding Leasing Subsidiary. . . . . . . . . . 37.7 41.9 Leasing Subsidiary. . . . . . . . . . . . . . . 205.2 236.0 Deferred income taxes . . . . . . . . . . . . . . . 44.9 73.9 Other liabilities . . . . . . . . . . . . . . . . . 13.5 18.3 778.8 736.3 Stockholders' equity: (shares in millions) Common stock - par value $1 per share; authorized - 100.0 shares; shares issued and outstanding in 1995 - 40.2; in 1994 - 39.7 . . 40.2 39.7 Capital in excess of par value. . . . . . . . . 221.7 213.4 Retained earnings . . . . . . . . . . . . . . . 379.3 317.4 641.2 570.5 $1,420.0 $1,306.8 See accompanying notes to consolidated financial statements. Consolidated Statement of Cash Flows (in millions) Year Ended March 31 1995 1994 1993 Cash flows from operating activities: Net income. . . . . . . . . . . . . . . . . . . . . $ 89.1 $ 76.2 $ 45.0 Adjustments to reconcile net income to net cash provided (required) by operating activities: Depreciation: Excluding Leasing Subsidiary . . . . . . . . . . 38.4 36.2 37.0 Leasing Subsidiary . . . . . . . . . . . . . . . 20.2 20.6 22.3 Deferred provision (benefit) for income taxes . . (29.2) (1.3) 1.4 (Gain) loss on sale of property, plant and equipment. . . . . . . . . . . . . . . . . . (0.7) (0.2) 1.7 Cumulative effect of change in accounting for income taxes . . . . . . . . . . . . . . . . . . - (7.9) - Effect of statutory tax rate increase . . . . . . - 2.1 - Other . . . . . . . . . . . . . . . . . . . . . . (6.6) 0.1 1.1 Change in assets and liabilities: (Increase) decrease in receivables . . . . . . . 4.6 (58.1) (7.0) (Increase) decrease in inventories . . . . . . . (56.1) (110.9) 9.9 (Increase) decrease in other assets. . . . . . . (11.3) 0.4 (2.2) Increase in accounts payable and accrued liabilities . . . . . . . . . . . . . . . . . . 71.4 14.0 26.7 Decrease in billings in excess of cost and related earnings . . . . . . . . . . . . . . . . (0.6) (19.4) (17.5) Increase (decrease) in other liabilities . . . . (4.8) 2.6 (1.0) Total adjustments. . . . . . . . . . . . . . . 25.3 (121.8) 72.4 Net cash provided (required) by operating activities . . . . . . . . . . . . . . 114.4 (45.6) 117.4 Cash flows from investing activities: Proceeds from sale of property, plant and equipment 83.3 29.3 5.5 Capital expenditures: Excluding Leasing Subsidiary . . . . . . . . . . . (64.7) (45.2) (36.2) Leasing Subsidiary . . . . . . . . . . . . . . . . (28.7) (37.6) (74.5) Payment for purchase of acquisitions, net of cash acquired . . . . . . . . . . . . . . . (63.7) (36.2) (20.6) Cash of acquired subsidiary . . . . . . . . . . . . 2.4 0.5 0.7 Net cash required by investing activities . . . . (71.4) (89.2) (125.1) Cash flows from financing activities: Issuance of common stock. . . . . . . . . . . . . . 0.9 8.9 5.9 Net borrowings under short-term debt. . . . . . . . 28.0 177.0 (5.0) Proceeds from issuance of long-term debt. . . . . . - 20.0 60.0 Payments to retire long-term debt . . . . . . . . . (38.1) (45.9) (34.0) Dividends paid. . . . . . . . . . . . . . . . . . . (27.2) (24.0) (17.8) Net cash provided (required) by financing activities . . . . . . . . . . . . . . (36.4) 136.0 9.1 Net increase (decrease) in cash and cash equivalents. 6.6 1.2 1.4 Cash and cash equivalents at beginning of period. . . 8.7 7.5 6.1 Cash and cash equivalents at end of period. . . . . . $ 15.3 $ 8.7 $ 7.5 Excluding Leasing Subsidiary, interest paid in fiscal 1995, 1994, and 1993 was $11.4, $5.0, and $4.0, respectively. Leasing Subsidiary's interest paid in fiscal 1995, 1994, and 1993 was $21.6, $23.8, and $28.4, respectively. See accompanying notes to consolidated financial statements. [Enlarge/Download Table] Consolidated Statement of Stockholders' Equity (in millions except share and per share data) Common Capital Common Stock in Shares $1.00 Excess Total (100,000,000 Par of Par Retained Stockholders' Authorized) Value Value Earnings Equity Balance at March 31, 1992 . . . . . 22,738,918 $22.7 $115.8 $240.5 $379.0 Conversion of debt. . . . . . . . 2,888,969 2.9 89.5 - 92.4 Other . . . . . . . . . . . . . . 448,662 0.5 9.2 - 9.7 Net income. . . . . . . . . . . . - - - 45.0 45.0 Cash dividends ($0.53 per share). - - - (18.8) (18.8) Balance at March 31, 1993 . . . . . 26,076,549 26.1 214.5 266.7 507.3 Three-for-two stock split . . . . 13,158,164 13.2 (13.2) - - Other . . . . . . . . . . . . . . 476,985 0.4 12.1 - 12.5 Net income. . . . . . . . . . . . - - - 76.2 76.2 Cash dividends ($0.64 per share). - - - (25.5) (25.5) Balance at March 31, 1994 . . . . . 39,711,698 39.7 213.4 317.4 570.5 Other . . . . . . . . . . . . . . 508,996 0.5 8.3 - 8.8 Net income. . . . . . . . . . . . - - - 89.1 89.1 Cash dividends ($0.68 per share). - - - (27.2) (27.2) Balance at March 31, 1995 . . . . . 40,220,694 $40.2 $221.7 $379.3 $641.2 The Company has authorized and unissued 1,500,000 shares of no par value voting preferred stock. See accompanying notes to consolidated financial statements. Notes to Consolidated Financial Statements Summary of Significant Accounting Policies The financial statements of Trinity Industries, Inc. and its consolidated subsidiaries ("Trinity" or the "Company") include the accounts of all significant majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. The Company accounts for its wholly-owned Leasing Subsidiary in accordance with Statement of Financial Accounting Standards No. 94, "Consolidation of All Majority-Owned Subsidiaries," which requires the consolidation of all majority-owned subsidiaries, unless control is temporary or does not reside with the majority owner. The Company's financial statements include the consolidation of the accounts of Trinity Industries Leasing Company ("TILC"). TILC is sometimes referred to as the "Leasing Company" or "Leasing Subsidiary". For purposes of the Consolidated Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. Financial instruments which potentially subject the Company to concentrations of credit risk are primarily cash investments and receivables. The Company places its cash investments in investment grade, short-term debt instruments and limits the amount of credit exposure to any one commercial issuer. Concentrations of credit risk with respect to receivables are limited due to the large number of customers in the Company's customer base, and their dispersion across different industries and geographic areas. The Company maintains an allowance for losses based upon the expected collectibility of all receivables. For financial accounting, profits on long-term contracts are recorded on the percentage-of-completion method. Allocation of profits to various periods is based on costs incurred, units delivered, or other appropriate measures. Provision is made for losses when they become known. TILC enters into lease contracts with third parties with terms generally ranging between one and fifteen years, wherein certain equipment manufactured by Trinity is leased for a specified type of service over the term of the contract. TILC accounts for leases principally by the operating method. Inventories and investments are valued at the lower of cost or market. Inventory cost is determined principally on the specific identification method. Market is replacement cost or net realizable value. Depreciation and amortization are generally computed by the straight-line method on the estimated useful lives of the assets. The costs of ordinary maintenance and repair are charged to expense, while renewals and major replacements are capitalized. Net income per common and common equivalent share are based on the weighted average shares outstanding plus the assumed exercise of dilutive stock options (less the number of treasury shares assumed to be purchased from the proceeds using the average market price of Trinity's common stock). For the years ended March 31, 1995, 1994 and 1993, there was no convertible debt outstanding that would require the calculation of fully diluted earnings per share. In fiscal 1993, the convertible debt in the form of 8 percent convertible subordinated debentures and 6.75 percent convertible debentures were converted. Certain reclassifications have been made to prior year statements to conform to the current year presentation. Segment Information The Company manufactures and sells or leases a variety of metal products consisting principally of (1) freight railcars, principally tank cars and hopper cars ("Railcars"); (2) boats and barges for ocean and inland waterway service ("Marine Products"); (3) construction products such as highway guard- rail, beams, girders, and columns used in construction of highway and railway bridges, power plants, mills, etc., passenger loading bridges and conveyor systems, and ready mix concrete and aggregates ("Construction Products"); (4) pressure and non-pressure containers for the storage and transportation of liquefied gases, other liquid, and dry products ("Containers"); (5) weld fittings (tees, elbows, reducers, caps, flanges, etc.) used in pressure piping systems and container heads (the ends of pressure and non-pressure containers) for use internally and by other manufacturers of containers ("Metal Components"); and (6) railcar and barge leasing to various industries ("Leasing"). Financial information for these segments is summarized in the following table. The Company operates principally in the continental United States. Interseg- mental sales are shown at market prices. Corporate operating profit elimination consists principally of the administrative overhead of the Company. Corporate assets consist primarily of cash and cash equivalents, other assets, notes receivable, land held for investment, and certain property, plant and equipment. The Railcars and Leasing segments include revenues from one customer which accounted for 12.5 percent of consolidated revenues in fiscal 1995. The Railcars segment include revenues from one customer which accounted for 11.6 percent of consolidated revenues in fiscal 1994. In the Segments of Business table below, the caption 'Additions (net) to property, plant and equipment' does not include Business Acquisitions. [Enlarge/Download Table] Segments of Business Eliminations Construc- Metal & Cor- Consol- Segments of Business Rail- Marine tion Con- Com- porate idated (in millions) cars Products Products tainers ponents Leasing Items Total Year ended March 31, 1995 Total revenues: Trade. . . . . . . . . . . . . $1,157.3 369.7 355.5 169.7 105.5 156.9 0.3 2,314.9 Intersegment . . . . . . . . . 29.4 - - - 3.9 - (33.3) - Total . . . . . . . . . . . . $1,186.7 369.7 355.5 169.7 109.4 156.9 (33.0) 2,314.9 Operating profit (loss). . . . . $ 88.5 30.3 35.6 9.7 14.9 23.6 (45.1) 157.5 Identifiable assets . . . . . . $ 400.9 247.7 228.7 83.1 53.8 295.4 110.4 1,420.0 Depreciation . . . . . . . . . . $ 5.2 4.9 14.6 3.7 3.5 20.2 6.5 58.6 Additions (net) to property, plant and equipment . . . . . . $ 19.0 7.8 12.9 3.8 3.1 (27.2) 11.3 30.7 Year ended March 31, 1994 Total revenues: Trade. . . . . . . . . . . . . $ 730.6 360.7 333.1 155.6 99.7 104.6 0.6 1,784.9 Intersegment . . . . . . . . . 38.5 - - - 2.8 - (41.3) - Total . . . . . . . . . . . . $ 769.1 360.7 333.1 155.6 102.5 104.6 (40.7) 1,784.9 Operating profit (loss). . . . . $ 53.2 28.9 35.6 9.8 11.7 15.3 (37.9) 116.6 Identifiable assets . . . . . . $ 350.9 201.4 185.8 81.5 47.0 344.3 95.9 1,306.8 Depreciation . . . . . . . . . . $ 7.9 7.8 10.0 2.0 3.2 20.6 5.3 56.8 Additions (net) to property, plant and equipment . . . . . . $ 2.4 7.8 12.2 2.4 1.4 14.8 10.8 51.8 Year ended March 31, 1993 Total revenues: Trade. . . . . . . . . . . . . $ 535.5 403.2 282.7 141.1 96.8 79.6 1.1 1,540.0 Intersegment . . . . . . . . . 75.5 - - - 2.9 - (78.4) - Total . . . . . . . . . . . . $ 611.0 403.2 282.7 141.1 99.7 79.6 (77.3) 1,540.0 Operating profit (loss). . . . . $ 26.9 30.8 22.6 15.0 13.8 7.5 (42.0) 74.6 Identifiable assets. . . . . . . $227.0 137.3 156.8 71.3 50.5 350.5 95.7 1,089.1 Depreciation . . . . . . . . . . $ 12.5 6.4 6.3 2.9 3.2 22.3 5.7 59.3 Additions (net) to property,plant and equipment . . . . . . . . . $ 2.7 13.6 6.1 4.1 1.9 71.3 3.8 103.5 Receivables (in millions) March 31 1995 1994 Accounts receivable: Excluding Leasing Subsidiary. . . . . $254.8 $248.4 Leasing Subsidiary. . . . . . . . . . 3.5 5.0 258.3 253.4 Contract receivables not yet billed. . 12.8 12.5 271.1 265.9 Allowance for doubtful accounts. . . . ( 0.8) ( 1.0) $270.3 $264.9 Inventories (in millions) March 31 1995 1994 Finished goods . . . . . . . . . . . . $ 35.0 $ 28.2 Work in process. . . . . . . . . . . . 42.0 41.9 Cost related to long-term contracts, net of progress billings of $3.2 and $2.1 at March 31, 1995 and 1994, respectively. . . . . . . . 110.6 77.1 Raw materials and supplies . . . . . . 207.4 181.6 $395.0 $328.8 Property, Plant and Equipment (in millions) March 31 1995 1994 Excluding Leasing Subsidiary: Land . . . . . . . . . . . . . . . . . . . . . . . . $ 38.9 $ 29.5 Buildings and improvements . . . . . . . . . . . . . 195.0 179.3 Machinery. . . . . . . . . . . . . . . . . . . . . . 430.6 361.0 Construction in progress . . . . . . . . . . . . . . 36.9 21.0 701.4 590.8 Leasing Subsidiary: Equipment on lease (predominately long-term) . . . . 387.3 479.2 $1,088.7 $1,070.0 Business Acquisitions The Company made certain business acquisitions during fiscal 1995, 1994 and 1993. All but one have been accounted for by the purchase method. The acquisition of Syro Steel Company ("Syro") in fiscal 1993 has been accounted for by the pooling of interests method. Except for Syro, the operations of these companies have been included in the consolidated financial statements from the effective dates of the acquisitions. In fiscal 1993, except for Syro, the businesses acquired include: (i) certain assets of TARMAC Texas, Inc., Redland Stone Products, Inc., and Cle-Tex Materials, Inc. for cash and 100 percent of the common stock of Cowboy Concrete Corporation for 189,332 shares of Trinity common stock. These businesses are ready-mix concrete producers; (ii) certain property, plant and equipment of Eastern Shipyards, Inc. for cash. These assets are utilized in the manufacture of marine products; and (iii) certain inventory and property, plant and equipment of Custom Vessel Corporation to be used in the manufacture of custom container vessels for cash and 20,000 shares of Trinity common stock. The aggregate purchase price of these acquisitions was approximately $26.8 million. There was no goodwill in the acquisitions. Also in fiscal 1993, the Company acquired, by subsidiary merger, all of the outstanding shares of common stock of Syro Steel Company in exchange for 1,621,448 shares of Trinity's common stock. Syro manufactures and distributes a wide variety of fabricated steel products, including highway safety barrier systems, piling products, roll formed products, corrugated plate products, steel service center operations, and other products. The pooling of interests accounting method was used to account for the merger and, accordingly, the financial statements for all periods prior to the date of the merger were restated to include the accounts of Syro for all periods presented. Syro's previously reported financial results have been conformed to the fiscal year end of the Company. In fiscal 1994, the businesses acquired include: (i) certain assets of Caruthersville Shipyard Inc. and Xenium Fiberglass Corporation for cash. These assets are utilized in the manufacture of marine products;(ii) certain assets of A & M Operating Company, Inc. for cash. These assets are used in the manufacture of railcars; (iii) certain assets of Redland Stone Products Company, STCC, Inc., Bluebonnet Paving, Inc., Triple S Crushed Stone Company, Waco Sand and Gravel Company, and Beazer West, Inc. for cash and 100 percent of the common stock of Myre Construction Company for 103,494 shares of Trinity common stock. These businesses are ready-mix concrete producers; and (iv) 100 percent of the common stock of Platzer Shipyard, Inc. for cash and 67,139 shares of Trinity common stock. This business manufactures and repairs barges. The aggregate purchase price of these acquisitions was approximately $56.0 million. There was no goodwill in the acquisitions. In fiscal 1995, the businesses and properties acquired include: (i) 100 percent of the common stock of Concrete Pipe Products Company, Inc. and Midland Concrete, Incorporated for 149,001 shares and 35,033 shares of Trinity common stock, respectively, certain assets of Gemini Industries, Inc., Ratliff Ready-Mix, Inc., and Diamond Ready-Mix for cash, and certain properties acquired for mineral extraction. These companies and assets are utilized in the ready-mix concrete and aggregates business; (ii) certain assets of Port Allen Marine Services, Inc., the Syntechnics Division of The Alpha Corporation of Tennessee, and New NABRICO Corporation for cash and 100 percent of the common stock of Gulf Coast Fabrication, Inc. for 250,000 shares of Trinity common stock. These businesses produce and repair barges and manufacture other marine products; (iii) certain assets of Flo-Bend, Inc. for cash. These assets are utilized in the manufacture of metal components; and (iv) certain assets of the Ready-Mix Concrete Operations and Aggregate Operations of LaFarge Corporation for cash. These operations are utilized in the ready-mix concrete and aggregates business. The aggregate purchase price of these acquisitions was approximately $86.7 million. There was no goodwill in the acquisitions. Contribution of these acquisitions to revenues and operating profit is not material. Subsequent to year end, the Company acquired one hundred percent of the capital stock of the holding company which owns Groupo TATSA S. A. de C. V. in exchange for approximately 1.2 million share of Trinity common stock. Stock Options The Company has a Stock Option and Incentive Plan (the "Plan") which provides that incentive or non-qualified stock options for a maximum of 1,500,000 shares of common stock may be granted to directors, officers and key employees. Incentive options may be granted over a period not to exceed ten years at a price not less than fair market value on the date of grant. The Plan provides that, to the extent options granted under this Plan or any prior stock option plan are forfeited, expire or cancelled, they may again be granted pursuant to the provisions of this Plan. The Plan provides that if shares already owned by the optionee are surrendered as full or partial payment of the exercise price of an option, a new option (the "Reload Option") may be granted equal to the number of shares surrendered. The exercise price of Reload Options shall be the fair market value on the effective date of the grant. [Enlarge/Download Table] Stock Options Non- Total Price Incentive Incentive Exercise Range Shares Shares Value Per Share Outstanding at March 31, 1992 . 705,507 1,124,495 $31,018,972 $ 6.25-$22.50 Granted . . . . . . . . . . . . - - - - - Cancelled . . . . . . . . . . . (28,574) (2,310) (568,681) $ 6.25-$22.50 Exercised . . . . . . . . . . . (125,703) (251,534) (4,811,138) $ 6.25-$22.50 Outstanding at March 31, 1993 . 551,230 870,651 25,639,153 $ 9.16-$22.50 Granted . . . . . . . . . . . . - 975,000 26,500,028 $26.67-$30.00 Cancelled . . . . . . . . . . . (2,265) (750) (50,165) $11.33-$22.50 Exercised . . . . . . . . . . . (153,429) (264,430) (6,784,597) $ 9.16-$22.50 Outstanding at March 31, 1994 . 395,536 1,580,471 45,304,419 $ 9.16-$30.00 Granted . . . . . . . . . . . . 6,100 68,887 2,710,797 $31.25-$39.25 Cancelled . . . . . . . . . . . (4,080) (6,000) (225,290) $11.58-$26.67 Exercised . . . . . . . . . . . (31,731) (80,539) (2,561,137) $ 9.16-$26.67 Outstanding at March 31, 1995 . 365,825 1,562,819 $45,228,789 $11.58-$39.25 At March 31, 1995, there were 1,246,131 shares (1,311,038 at March 31, 1994) reserved for future options, and 843,506 stock options were exercisable (620,221 at March 31, 1994). Stockholder's Rights Plan The Company has adopted a Stockholder's Rights Plan. Effective April 27, 1989, the Company paid a dividend distribution of one purchase right for each outstanding share of the Company's $1.00 par value common stock. Each right entitles the stockholder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock at an exercise price of one hundred and seventy-five dollars. The rights are not exercisable or detachable from the common stock until ten business days after a person acquires beneficial ownership of twenty percent or more of the Company's common stock or if a person or group commences a tender or exchange offer upon consummation of which that person or group would beneficially own twenty percent or more of the common stock. If any person becomes a beneficial owner of twenty percent or more of the Company's common stock other than pursuant to an offer, as defined, for all shares determined by certain directors to be fair to the stockholders and otherwise in the best interests of both the Company and its stockholders (other than by reason of share purchases by the Company), each right not owned by that person or related parties enables its holder to purchase, at the right's then current exercise price, shares of the Company's common stock having a calculated value of twice the right's exercise price. The rights, which are subject to adjustment, may be redeemed by the Company at a price of one cent per right at any time prior to their expiration on April 27, 1999 or the point at which they become exercisable. Long-term Debt (in millions except per share data) March 31 1995 1994 Excluding Leasing Subsidiary: 6.3-11.375 percent industrial development revenue bonds payable in varying amounts through 2005 . . . . . . . . $ 4.6 $ 7.1 4.5-10.5 percent promissory notes, generally payable annually through 2001 . . . . . . . . . . . . . . . . . 33.1 34.8 37.7 41.9 Leasing Subsidiary: 6.96-15.5 percent equipment trust certificates to institutional investors generally payable in semi- annual installments of varying amounts through 2003 . . 193.6 223.5 11.3 percent notes payable monthly through 2003. . . . . 11.6 12.5 205.2 236.0 $242.9 $277.9 Long-term debt excluding the Leasing Subsidiary: The Company is required to maintain certain financial ratios, as defined. Principal payments due during the next five years are: 1996 - $7.1; 1997 - $0.8; 1998 - $0.2; 1999 - $0.1; and 2000 - $0.3. Long-term debt of Leasing Subsidiary: The trustees of the equipment trusts have been assigned title to railcars with a cost of $382.4 at March 31, 1995 for the life of the respective equipment trusts. Leases relating to such railcars financed by equipment trust certificates have been assigned as collateral. Trinity is required to pay fees to TILC to maintain net earnings, as defined, at 150 percent of fixed charges, as defined. Pursuant to this agreement, $0, $0, and $1.4 have been paid by Trinity to TILC in fiscal 1995, 1994, and 1993, respectively. Trinity is also required to pay to TILC the current tax benefit which results from the inclusion of TILC in Trinity's federal income tax return. These amounts are eliminated for consolidated financial presentation of Trinity. TILC is required to maintain certain financial ratios, as defined. Principal payments due during the next five years are: 1996 - $29.5; 1997 - $30.4; 1998 - $26.3; 1999 - $26.1; and 2000 - $23.9. The fair value of non-traded, fixed rate outstanding debt, estimated using discounted cash flow analysis, approximates its carrying value. In fiscal 1993, 8 percent convertible subordinated debentures and 6.75 percent convertible debentures were converted. Assuming this convertible debt had converted as of April 1, 1992, supplementary earnings per share for fiscal 1993 would have been $1.24. Condensed Combined Financial Information of Consolidated Leasing Subsidiary March 31 (in millions) 1995 1994 Assets Total assets (principally railcars and barges). . . . . . $471.9 $495.1 Liabilities and Stockholder's Equity Total liabilities (principally long-term debt). . . . . . $296.3 $340.3 Stockholder's equity (including retained earnings of $156.4 and $135.6 in 1995 and 1994, respectively) . . . 175.6 154.8 $471.9 $495.1 Year Ended March 31 1995 1994 1993 Income Revenues . . . . . . . . . . . . . . . . . . . . . $156.9 $104.6 $79.6 Income before income taxes and cumulative effect of change in accounting for income taxes. . . . . $ 32.0 $ 20.9 $17.8 Provision for income taxes . . . . . . . . . . . . 11.2 9.9 6.1 Income before cumulative effect of change in accounting for income taxes . . . . . . . . . . . 20.8 11.0 11.7 Cumulative effect as of April 1, 1993 of change in method of accounting for income taxes . . . . . . - 8.1 - Net income . . . . . . . . . . . . . . . . . . . . $ 20.8 $ 19.1 $11.7 Future minimum rental revenues on leases in each fiscal year are approximately $56.2 in 1996, $49.0 in 1997, $41.1 in 1998, $33.9 in 1999, $28.5 in 2000, and $86.5 thereafter. Consolidating Financial Statements of Trinity Industries, Inc. The following financial statements present the consolidating income statement and consolidating balance sheet of Trinity. Certain accounts have been reclassified to correspond to consolidated financial statement presentation of Trinity. Presentation of accounts does not conform to separate entity financial presentation. These consolidating financial statements are presented to provide additional analysis of, and should be read in conjunction with, the consolidated financial statements of Trinity. Consolidating Income Statement Leasing Subsid- Elimi- Year Ended March 31, 1995 (in millions) Trinity iary nations Total Revenues. . . . . . . . . . . . . . . . . $2,187.4 $156.9 $ (29.4) $2,314.9 Operating costs: Cost of revenues . . . . . . . . . . . . 1,937.1 112.0 (29.4) 2,019.7 Selling, engineering and administrative expenses. . . . . . . . . . . . . . . . 104.3 0.2 - 104.5 Interest expense of Leasing Subsidiary . - 21.1 - 21.1 Retirement plans expense . . . . . . . . 12.1 - - 12.1 Equity in income of Leasing Subsidiary before income taxes . . . . . . . . . . (32.0) - 32.0 - 2,021.5 133.3 2.6 2,157.4 Operating profit. . . . . . . . . . . . . 165.9 23.6 (32.0) 157.5 Other (income) expenses: Interest income. . . . . . . . . . . . . (0.7) (0.1) - (0.8) Interest expense - excluding Leasing Subsidiaries. . . . . . . . . . . . . . 20.3 (8.1) - 12.2 Other, net . . . . . . . . . . . . . . . (1.2) (0.2) - (1.4) 18.4 (8.4) - 10.0 Income before income taxes. . . . . . . . 147.5 32.0 (32.0) 147.5 Provision (benefit) for income taxes: Current. . . . . . . . . . . . . . . . . 87.6 28.7 (28.7) 87.6 Deferred . . . . . . . . . . . . . . . . (29.2) (17.5) 17.5 (29.2) 58.4 11.2 (11.2) 58.4 Net income . . . . . . . .. . . . . . . . $ 89.1 $ 20.8 $(20.8) $ 89.1 Consolidating Balance Sheet Leasing Subsid- Elimi- March 31, 1995 (in millions) Trinity iary nations Total Assets Cash and cash equivalents. . . . . . . . . $ 15.1 $ 0.2 $ - $ 15.3 Receivables. . . . . . . . . . . . . . . . 266.8 3.5 - 270.3 Inventories. . . . . . . . . . . . . . . . 395.0 - - 395.0 Property, plant and equipment, at cost: Excluding Leasing Subsidiary. . . . . . . 701.4 - - 701.4 Leasing Subsidiary. . . . . . . . . . . . - 431.1 (43.8) 387.3 Less accumulated depreciation: Excluding Leasing Subsidiary. . . . . . . (306.2) - - (306.2) Leasing Subsidiary. . . . . . . . . . . . - (95.4) - (95.4) Note receivable from parent. . . . . . . . - 129.9 (129.9) - Investment in Leasing Subsidiary . . . . . 175.6 - (175.6) - Other assets . . . . . . . . . . . . . . . 88.9 2.6 (39.2) 52.3 $1,336.6 $471.9 $(388.5)$1,420.0 Liabilities and Stockholders' Equity Short-term debt. . . . . . . . . . . . . . $ 220.0 $ - $ - $ 220.0 Accounts payable and accrued liabilities . 232.7 12.8 - 245.5 Billings in excess of cost and related earnings. . . . . . . . . . . . . 12.0 - - 12.0 Long-term debt: Excluding Leasing Subsidiary. . . . . . . 167.6 - (129.9) 37.7 Leasing Subsidiary. . . . . . . . . . . . - 205.2 - 205.2 Deferred income taxes. . . . . . . . . . . 5.8 78.3 (39.2) 44.9 Deferred income. . . . . . . . . . . . . . 46.7 - (46.7) - Other liabilities. . . . . . . . . . . . . 10.6 - 2.9 13.5 Stockholders' equity . . . . . . . . . . . 641.2 175.6 (175.6) 641.2 $1,336.6 $471.9 $(388.5)$1,420.0 Income Taxes (in millions except per share data) Effective April 1, 1993 the Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes." This Statement requires a change from the deferred to the liability method of computing income taxes. As permitted by Statement No. 109, the Company has elected not to restate the financial statements of any prior period. The cumulative effect of applying the change in accounting method is a decrease in the Company's deferred tax liability and a nonrecurring credit of $7.9 or $0.20 per share. The provision for federal income taxes is determined on a consolidated return basis. The Company and the Leasing Subsidiary file a consolidated federal income tax return. The significant components of the provision (benefit) for income taxes follow to the right: Year Ended March 31 1995 1994 1993 Current Federal. . . $78.6 $42.5 $23.5 State. . . . 9.0 4.7 2.2 87.6 47.2 25.7 Deferred. . . . . (29.2) (1.3) 1.4 Total . . . . . . $58.4 $45.9 $27.1 Deferred income tax was provided in the financial statements for timing differences between financial and taxable income. Components of the deferred provision (benefit) for income taxes computed at the statutory rate for fiscal 1993 follow: Year Ended March 31 1993 Excess of tax depreciation over financial depreciation................. $ 6.4 Profits on long-term contracts recorded on the percentage of completion method for financial purposes and related items.......................... 0.4 Pensions and other benefits............. (5.2) Accounts receivable and inventory valuation.............................. (1.6) Alternative minimum tax credit.......... 2.3 Other................................... (0.9) Total deferred provision (benefit)... for income taxes.................... $ 1.4 The components of deferred liabilities and assets at March 31, 1995 and 1994 follow: Year Ended March 31 1995 1994 Deferred tax liabilities: Excess of tax depreciation over financial statement depreciation........ $ 84.5 $100.1 Total deferred tax liabilities.......... 84.5 100.1 Deferred tax assets: Profits on long-term contracts recorded on the percentage of completion method for financial purposes and related items....................... $ 0.3 $ 1.3 Pensions and other benefits............ 33.0 21.3 Accounts receivable, inventory, and other asset valuation accounts................ 3.6 0.7 Other.................................... 2.7 2.9 Total deferred tax assets............... 39.6 26.2 Net deferred tax liabilities...... $ 44.9 $ 73.9 The provision for income taxes in fiscal 1995, 1994 and 1993 results in effective tax rates different than the statutory rates. The reconciliation between the effective and statutory rates follows: Year Ended March 31 1995 1994 1993 Statutory rate.............. 35.0% 35.0% 34.0% State taxes................. 4.0 2.7 2.0 Effect of 1% rate increase on deferred taxes............ - 1.8 - Other....................... 0.6 0.7 1.6 Effective tax rate.......... 39.6% 40.2% 37.6% In fiscal 1995, 1994 and 1993 income taxes of $55.9, $44.7 and $22.8, respectively, were paid. Employee Benefit Plans (in millions) Pension plans are in effect which provide income and death benefits for eligible employees. The Company's policy is to fund retirement costs accrued to the extent such amounts are deductible for income tax purposes. Plan assets include cash, short-term debt securities, and other investments. Benefits are based on years of credited service and compensation. Net periodic pension expense for fiscal 1995, 1994, and 1993 included the following components: Year Ended March 31 1995 1994 1993 Service cost-benefits earned during the period $ 7.6 $ 6.2 $ 8.2 Interest cost on projected benefit obligation. 7.0 6.3 5.2 Actual return on assets. . . . . . . . . . . . (6.6) (1.5) (4.6) Net amortization and deferral. . . . . . . . . 0.4 (4.4) (0.6) Accrual of profit sharing contribution . . . . 3.7 2.6 2.0 Net periodic pension expense . . . . . . . . . $ 12.1 $ 9.2 $ 10.2 Assumptions used for valuation of the projected benefit obligation were: Year Ended March 31 1995 1994 1993 Discount rates . . . . . . . . . . . . . . . . 8.25% 8.25% 9% Rates of increase in compensation levels . . . 5.25% 5.25% 6% Expected long-term rate of return on assets. . 9% 9% 9% Amounts recognized in the Company's Consolidated Balance Sheet follow: March 31 1995 1994 Actuarial present value of benefit obligation: Vested benefit obligation. . . . . . . . . . $ 56.5 $ 49.4 Accumulated benefit obligation . . . . . . . $ 69.9 $ 61.3 Projected benefit obligation . . . . . . . . . $ 88.7 $ 78.6 Plan assets at fair value. . . . . . . . . . . 75.8 63.1 Projected benefit obligation in excess of plan assets. . . . . . . . . . . (12.9) (15.5) Unrecognized net asset at April 1, 1985. . . . (1.9) (2.3) Unrecognized net asset at January 1, 1986. . . (0.9) (1.0) Unrecognized net loss at March 31. . . . . . . 13.1 12.9 Accrued pension expense. . . . . . . . . . . . $ (2.6) $ (5.9) The Company has a contributory profit sharing plan for employees of the Company and certain affiliates. Under the plan, eligible employees are allowed to make voluntary pre-tax contributions. The Company's contribution to this plan, as defined, is based on consolidated earnings and dividends. Contingencies In May, 1994, a jury sitting in the United States District Court for the Southern District of New York returned a verdict against the company in an action brought against Mosher by Morse-Diesel, Inc. for damages allegedly caused in the construction of the Marriott Marquis Hotel in Times Square, New York City, New York. Judgement against Trinity was entered in February, 1995 in the amount of approximately sixty million dollars including interest accrued to that date. Appeal of the jury verdict is pending before the Second Circuit Court of Appeals. Trinity has been advised by legal counsel that it has substantial defenses and remedies available, and it is pursuing all available avenues in the post-trial and appellate review process. Trinity has not been involved in the fabrication of structural steel for multi-story buildings since 1989. While the ultimate liability in this matter is difficult to assess, it is management's belief that the final outcome is not reasonably likely to have a material adverse affect on the Company's consolidated financial position. The Company is involved in various other claims and lawsuits incidental to its business. In the opinion of management, these claims and suits in the aggregate will not have a material adverse affect on the Company's consolidated financial statements. Report of Independent Auditors The Board of Directors and Stockholders Trinity Industries, Inc. We have audited the accompanying consolidated balance sheets of Trinity Industries, Inc. as of March 31, 1995 and 1994, and the related consolidated statements of income, cash flows and stockholders' equity for each of the three years in the period ended March 31, 1995. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Trinity Industries, Inc. at March 31, 1995 and 1994, and the consolidated results of its operations and its cash flows for each of the three years in the period ended March 31, 1995, in conformity with generally accepted accounting principles. ERNST & YOUNG LLP Dallas, Texas May 10, 1995 Supplemental Information Supplementary Unaudited Quarterly Data First Second Third Fourth (in millions except for per share data) Quarter Quarter Quarter Quarter Year Year ended March 31, 1995: Revenues . . . . . . . . . . . . . $ 544.3 555.5 576.9 638.2 2,314.9 Operating profit . . . . . . . . . $ 32.4 38.9 40.6 45.6 157.5 Net income . . . . . . . . . . . . $ 18.5 22.2 22.7 25.7 89.1 Net income per common and common equivalent share . . . . . $ 0.46 0.55 0.56 0.63 2.20 Year ended March 31, 1994: Revenues . . . . . . . . . . . . . $ 402.2 463.6 466.4 452.7 1,784.9 Operating profit . . . . . . . . . $ 27.6 33.0 30.1 25.9 116.6 Income before cumulative effect of change in accounting for income taxes . . . . . . . . . . . . . . $ 16.8 17.8 18.5 15.2 68.3 Cumulative effect as of April 1, 1993 of change in accounting for income taxes. . . . . . . . . . . 7.9 - - - 7.9 Net income . . . . . . . . . . . . $ 24.7 17.8 18.5 15.2 76.2 Income per common and common equivalent share before cumulative effect of change in accounting for income taxes. . . . . . . . . . . $ 0.42 0.44 0.46 0.38 1.69 Cumulative effect of change in accounting for income taxes . . . 0.20 - - - 0.20 Net income per common and common equivalent share. . . . . . . . . $ 0.62 0.44 0.46 0.38 1.89 Division Officers Railcars Timothy R. Wallace Chairman, Railcars Marvin B. Hughes President, Railcar Repair John R. Nussrallah Executive Vice President B. Ray Autry Vice President Dan D. Banks Vice President Fred M. Groff Vice President Dale B. Hill Vice President Helmut F. Hvizdalek Vice President Jeffrey J. Marsh Vice President William C. McDowell Vice President W. C. Newby Vice President Timothy R. Schitter Vice President Stephen W. Smith Vice President Richard C. Snyder Vice President Leasing Richard G. Brown Executive Vice President Duncan A. Gillies Vice President Thomas C. Jardine Vice President Construction Products and Metal Components John T. Sanford Chairman, Construction Products and Metal Components Don A. Graham President, Rollform Don H. Johnson President, Syro, Inc. Robert K. Van Noord President, Fittings Group Cecil C. Spear, Jr. Executive Vice President Hank P. Arendt Vice President Rodney A. Boyd Vice President Stephen L. Brown Vice President Richard D. Dalton Vice President James Randall Foil Vice President Thomas H. Germanson Vice President Russell D. McBroom Vice President Charles R. Norton Vice President Carl E. Stevens Vice President Christine S. Stucker Vice President Construction Products Materials and Aggregates Mark W. Stiles President Haywood Walker, III Executive Vice President Douglas Almond Vice President William A. McWhirter, II Vice President Marine Products John Dane, III President, Marine Group Daniel J. Mortimer President, Gulf Coast Fabrication, Inc. Neal S. Platzer President, Platzer Shipyard, Inc. Vincent R. Almerico Senior Vice President Robert E. Kenny Senior Vice President Harvey B. Walpert Senior Vice President Clifford Anglin Vice President Wayne J. Bourgeois Vice President George DeBord Vice President Salvadore J. Guarino Vice President A. Fred May Vice President Sidney C. Mizell Vice President Phillip W. Nuss Vice President Gary D. Owens Vice President Anil Raj Vice President James G. Rivers, Jr. Vice President Neville Q. Rush Vice President Containers Custom Vessels Harry W. Hinkle President, Beaird Industries, Inc. Paul J. Tarantolo President, TMF E. C. Green Vice President George W. Gruner Vice President Murphy B. Horton Vice President Charles G. Moore Vice President Billy Ted Walsworth Vice President Steve Zoller Vice President LPG Containers Timothy R. Wallace Chairman, LPG Containers John R. McDearman Executive Vice President Michael C. Cooper Vice President Transportation Patrick A. Turner President, Transportation Directors David W. Biegler Chairman, President and Chief Executive Officer ENSERCH Corporation Barry J. Galt Chairman, President and Chief Executive Officer Seagull Energy Corporation Dean P. Guerin Chairman and Chief Executive Officer Berry-Barnett Food Distribution Company Jess T. Hay Retired Chairman and Chief Executive Officer, Lomas Financial Corporation Edmund M. Hoffman Investments Ray J. Pulley Investments Timothy R. Wallace Group Vice President W. Ray Wallace Chairman, President and Chief Executive Officer Executive Officers W. Ray Wallace Chairman, President and Chief Executive Officer Ralph A. Banks, Jr. Senior Vice President Richard G. Brown Senior Vice President K. W. Lewis Senior Vice President Lee D. McElroy Senior Vice President John Dane, III Group Vice President John T. Sanford Group Vice President Mark W. Stiles Group Vice President Timothy R. Wallace Group Vice President Jack L. Cunningham, Jr. Vice President John M. Lee Vice President R. A. Martin Vice President Tim L. Oglesby Vice President F. Dean Phelps, Jr. Vice President Joeseph F. Piriano Vice President Linda S. Sickels Vice President Neil O. Shoop Treasurer William J. Goodwin Controller J. J. French, Jr. Secretary (Employed by outside law firm) Executive Offices 2525 Stemmons Freeway Dallas, Texas 75207-2401 P.O. Box 568887 Dallas, Texas 75356-8887 Tel: (214) 631-4420 Auditors Ernst & Young LLP Transfer Agent and Registrar The Bank of New York New York, New York Annual Meeting The Annual Meeting of Stockholders will be on July 19, 1995, at 9:30 a.m. at the offices of the Company, 2525 Stemmons Freeway, Dallas, Texas 75207-2401. Form 10-K A copy of the Company's Form 10-K, filed with the Securities and Exchange Commission, shall be furnished without charge upon written request to F. Dean Phelps, Jr., Vice President, Trinity Industries, Inc., P. O. Box 568887, Dallas, Texas 75356-8887. EXHIBIT 21 Trinity Industries, Inc. Listing of Subsidiaries of the Registrant The Registrant has no parent. At March 31, 1995, the operating subsidiaries of the Registrant were: Percentage of Organized voting securities under the owned by the Name of subsidiary laws of Registrant Beaird Industries, Inc. Delaware 100% Beaird Industries, Inc. of Orange Delaware 100% Flo-Bend, Inc. Delaware 100% Gulf Coast Fabrication, Inc. Mississippi 100% Platzer Shipyard, Inc. Delaware 100% Standard Forged Products, Inc. Delaware 100% Stearns Airport Equipment Co., Inc. Delaware 100% Syntechnics, Inc. Delaware 100% Syro, Inc. Ohio 100% Transit Mix Concrete & Materials Company Delaware 100% Transit Mix Concrete & Materials Company of Louisiana Louisiana 100% Trinity Industries Leasing Company Delaware 100% Trinity Industries Transportation, Inc. Texas 100% Trinity Marine Caruthersville, Inc. Delaware 100% Trinity Marine Gulfport, Inc. Nevada 100% Trinity Marine Nashville, Inc. Delaware 100% Trinity Marine Panama City, Inc. Delaware 100% Trinity Marine Port Allen, Inc. Delaware 100% Trinity Materials, Inc. Delaware 100% EXHIBIT 27 [TYPE] EX-27 [DESCRIPTION] ART. 5 FDS FOR 4TH QUARTER 10K [ARTICLE] 5 [Download Table] [PERIOD-TYPE] 12-MOS [FISCAL-YEAR-END] MAR-31-1995 [PERIOD-END] MAR-31-1995 [CASH] $15,300,000 [SECURITIES] 0 [RECEIVABLES] $270,300,000 [ALLOWANCES] 0 [INVENTORY] $395,000,000 [CURRENT-ASSETS] 0 [PP&E] $1,088,700,000 [DEPRECIATION] ($401,600,000) [TOTAL-ASSETS] $1,420,000,000 [CURRENT-LIABILITIES] 0 [BONDS] 0 [COMMON] 0 [PREFERRED-MANDATORY] 0 [PREFERRED] 0 [OTHER-SE] 0 [TOTAL-LIABILITY-AND-EQUITY] $778,800,000 [SALES] 0 [TOTAL-REVENUES] $2,314,900,000 [CGS] 0 [TOTAL-COSTS] $2,136,300,000 [OTHER-EXPENSES] ($2,200,000) [LOSS-PROVISION] 0 [INTEREST-EXPENSE] $33,300,000 [INCOME-PRETAX] $147,500,000 [INCOME-TAX] $58,400,000 [INCOME-CONTINUING] $89,100,000 [DISCONTINUED] 0 [EXTRAORDINARY] 0 [CHANGES] 0 [NET-INCOME] $89,100,000 [EPS-PRIMARY] $2.20 [EPS-DILUTED] $2.20 EXHIBIT 99.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 1995 Commission File Number 1-6903 PROFIT SHARING PLAN FOR EMPLOYEES OF TRINITY INDUSTRIES, INC. AND CERTAIN AFFILIATES (Full Title of the plan) TRINITY INDUSTRIES, INC. (Name of issuer of the securities held pursuant to the plan) Delaware 75-0225040 (State of Incorporation) (I.R.S. Employer Identification No.) 2525 Stemmons Freeway Dallas, Texas 75207-2401 (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code (214) 631-4420
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Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates Index to Annual Report on Form 11-K (a) Financial Statements Description Page Report of independent auditors . . . . . . . 4 Statement of financial condition as of March 31, 1995 and 1994 . . . . . . . . . . . 5 - 6 Statement of income and changes in Plan equity for the years ended March 31, 1995, 1994 and 1993 . . . . . . . . . . . . . . . . 7 - 9 Notes to financial statements . . . . . . . . 10 Schedules - Schedules I, II, and III have been omitted because the information required is included in the Financial Statements or the notes thereto. (b) Exhibits Number Title Page 1 Consent of independent auditors 19
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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees have duly caused this Annual Report to be signed by the undersigned thereunto duly authorized. Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates F. Dean Phelps, Jr. Vice President June 26, 1995
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Report of Independent Auditors The Board of Directors Trinity Industries, Inc. We have audited the accompanying statements of financial condition of the Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates (the "Plan") as of March 31, 1995 and 1994, and the related statements of income and changes in plan equity for each of the three years in the period ended March 31, 1995. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the Plan at March 31, 1995 and 1994, and the income and changes in plan equity for each of the three years in the period ended March 31, 1995, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment and reportable transactions are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The Fund Information in the statements of financial condition and the statements of income and changes in plan equity is presented for purposes of additional analysis rather than to present the financial condition and income and changes in plan equity of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. ERNST & YOUNG LLP Dallas, Texas June 16, 1995 [Enlarge/Download Table] Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates Statement of Financial Condition, With Fund Information March 31, 1995 ------ Putnam Mutual Funds ----- Guaranteed U. S. Govt. Stock Investment Growth & Income Participant Account Account Income Trust Voyager Loans Total Assets Cash and short-term investments . . . . . . . . . $ 16,953 $ 49,977 $ 6,079 $ - $ 102,359 $ 44,618 $ 219,986 Notes receivable from participants . . . . . . - - - - - 768,096 768,096 Investment in Trinity common stock, at market . . . 11,192,467 - - - - - 11,192,467 Investment in guaranteed investment contracts, at contract value . . . . . . . - 31,592,821 - - - - 31,592,821 Investment in Putnam mutual funds, at market . . . . . . - - 4,395,494 3,385,933 3,463,774 - 11,245,201 Interest receivable . . . . . . 369 195,414 31,851 61,111 491 370 289,606 Contribution receivable from Trinity . . . . . . . . 633,666 1,720,912 383,541 257,537 404,072 - 3,399,728 Contribution receivable from employees. . . . . . . . 187,758 475,196 117,460 73,752 110,260 - 964,426 Plan equity . . . . . . . . . . $12,031,213 $34,034,320 $4,934,425 $3,778,333 $4,080,956 $ 813,084 $59,672,331 See accompanying notes to financial statements. [Enlarge/Download Table] Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates Statement of Financial Condition, With Fund Information March 31, 1994 ----- Putnam Mutual Funds ---- Guaranteed U. S. Govt. Stock Investment Growth & Income Participant Account Account Income Trust Voyager Loans Total Assets Cash and short-term investments . . . . . . . . . $ 15,766 $ 42,787 $ - $ - $ - $ 56,160 $ 114,713 Notes receivable from participants . . . . . . - - - - - 567,334 567,334 Investment in Trinity common stock, at market . . . 9,280,170 - - - - - 9,280,170 Investment in guaranteed investment contracts, at contract value . . . . . . . - 26,064,092 - - - - 26,064,092 Investment in Putnam mutual funds, at market . . . . . . - - 2,753,306 2,566,037 1,872,152 - 7,191,495 Interest receivable . . . . . . 183 68,898 4 14,994 8 173 84,260 Contribution receivable from Trinity . . . . . . . . 416,203 1,288,379 265,819 250,827 310,555 - 2,531,783 Contribution receivable from employees. . . . . . . . 134,956 373,797 97,830 77,199 85,887 17,444 787,113 Plan equity . . . . . . . . . . $9,847,278 $27,837,953 $3,116,959 $2,909,057 $2,268,602 $ 641,111 $46,620,960 See accompanying notes to financial statements. [Enlarge/Download Table] Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates Statement of Income and Changes in Plan Equity, With Fund Information Year Ended March 31, 1995 Putnam Mutual Funds Guaranteed U.S. Govt. Stock Investment Growth & Income Participant Account Account Income Trust Voyager Loans Total Net investment income: Interest . . . . . . . . . . . $ 5,210 $ 2,201,037 $ 871 $ 224,450 $ 1,276 $ 2,707 $ 2,435,551 Dividends. . . . . . . . . . . 181,964 - 233,501 - 124,601 - 540,066 Other . . . . . . . . . . . - - - - - 426,863 426,863 187,174 2,201,037 234,372 224,450 125,877 429,570 3,402,480 Realized gain(loss) on investments: Aggregate proceeds . . . . . . 2,434,730 14,249,171 1,683,054 1,386,786 1,492,338 - 21,246,079 Aggregate costs . . . . . . (2,434,730)(14,249,171)(1,678,150)(1,402,797) (1,482,447) - (21,247,295) Net realized gain(loss) . . . . . - - 4,904 (16,011) 9,891 - (1,216) Unrealized appreciation (depreciation) of investments . . . . . . . . (245,895) - 248,330 (50,592) 303,866 (81) 255,628 Contributions: Employee contribution. . . . . 1,827,576 4,499,784 1,270,743 930,977 1,145,353 (17,444) 9,656,989 Employer contribution. . . . . 633,665 1,720,912 428,277 257,537 359,336 - 3,399,727 2,461,241 6,220,696 1,699,020 1,188,514 1,504,689 (17,444) 13,056,716 Withdrawals, distributions and transfers. . . . . . . . . (218,585) (2,225,366) (369,160) (477,085) (131,969) (240,072) (3,662,237) Net increase in Plan equity . . . 2,183,935 6,196,367 1,817,466 869,276 1,812,354 171,973 13,051,371 Plan equity: Beginning of year . . . . . . 9,847,278 27,837,953 3,116,959 2,909,057 2,268,602 641,111 46,620,960 End of year . . . . . . . . . $12,031,213 $34,034,320 $4,934,425 $3,778,333 $4,080,956 $ 813,084 $59,672,331 See accompanying notes to financial statements. [Enlarge/Download Table] Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates Statement of Income and Changes in Plan Equity, With Fund Information Year Ended March 31, 1994 ----- Putnam Mutual Funds ---- Guaranteed U.S. Govt. Stock Investment Growth & Income Participant Account Account Income Trust Voyager Loans Total Net investment income: Interest . . . . . . . . . . . $ 2,683 $ 1,873,188 $ 420 $ 200,136 $ 223 $ 1,759 $ 2,078,409 Dividends. . . . . . . . . . . 144,518 - 177,194 - 57,555 - 379,267 Other. . . . . . . . . . . . . - - - - - 321,766 321,766 147,201 1,873,188 177,614 200,136 57,778 323,525 2,779,442 Realized gain(loss) on investments: Aggregate proceeds . . . . . . 2,636,953 9,307,147 1,197,660 2,041,323 801,574 - 15,984,657 Aggregate costs. . . . . . . . (2,649,556) (9,307,147)(1,187,943)(2,051,444) (799,916) - (15,996,006) Net realized gain(loss) . . . . . (12,603) - 9,717 (10,121) 1,658 - (11,349) Unrealized appreciation (depreciation) of investments . . . . . . . . 1,197,204 - (131,217) (156,008) 47,923 (57) 957,845 Contributions: Employee contribution. . . . . 1,301,604 3,663,011 821,311 875,662 605,778 6,379 7,273,745 Employer contribution. . . . . 460,564 1,288,379 321,176 250,827 255,198 - 2,576,144 1,762,168 4,951,390 1,142,487 1,126,489 860,976 6,379 9,849,889 Withdrawals, distributions and transfers . . . . . . . . . (837,596) (1,714,241) 57,912 (743,825) 251,648 (154,737) (3,140,839) Net increase in Plan equity . . . 2,256,374 5,110,337 1,256,513 416,671 1,219,983 175,110 10,434,988 Plan equity: Beginning of year. . . . . . . 7,590,904 22,727,616 1,860,446 2,492,386 1,048,619 466,001 36,185,972 End of year. . . . . . . . . . $9,847,278 $27,837,953 $3,116,959 $2,909,057 $2,268,602 $ 641,111 $46,620,960 See accompanying notes to financial statements. [Enlarge/Download Table] Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates Statement of Income and Changes in Plan Equity, With Fund Information Year Ended March 31, 1993 ----- Putnam Mutual Funds ----- Guaranteed U.S. Govt. Stock Investment Growth & Income Participant Account Account Income Trust Voyager Loans Total Net investment income: Interest . . . . . . . . . . . $ 3,040 $ 1,637,458 $ 462 $ 51,977 $ 356 $ 895 $ 1,694,188 Dividends. . . . . . . . . . . 117,359 - 43,610 - 16,400 - 177,369 Other. . . . . . . . . . . . . - - - - - 294,872 294,872 120,399 1,637,458 44,072 51,977 16,756 295,767 2,166,429 Realized gain(loss) on investments: Aggregate proceeds . . . . . . 1,273,425 5,381,493 585,346 734,766 371,519 - 8,346,549 Aggregate costs . . . . . . (1,273,425) (5,381,493) (585,346) (734,774) (371,569) - (8,346,607) Net realized gain(loss) . . . . . - - - (8) (50) - (58) Unrealized appreciation (depreciation) of investments . . . . . . . . 2,351,208 - 66,094 (26,234) 49,684 (65) 2,440,687 Contributions: Employee contribution. . . . . 825,144 3,432,929 468,859 559,902 290,269 11,065 5,588,168 Employer contribution. . . . . 269,296 1,152,260 104,723 194,247 160,080 - 1,880,606 Syro Plan Merger . . . . . . . 157,974 - 916,552 1,357,725 359,558 - 2,791,809 1,252,414 4,585,189 1,490,134 2,111,874 809,907 11,065 10,260,583 Withdrawals, distributions and transfers . . . . . . . . . (451,227) (1,880,826) 5,502 29,562 15,908 (72,290) (2,353,371) Net increase in Plan equity . . . 3,272,794 4,341,821 1,605,802 2,167,171 892,205 234,477 12,514,270 Plan equity: Beginning of year. . . . . . . 4,318,110 18,385,795 254,644 325,215 156,414 231,524 23,671,702 End of year . . . . . . . . . $7,590,904 $22,727,616 $1,860,446 $2,492,386 $1,048,619 $ 466,001 $36,185,972 See accompanying notes to financial statements. Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates Notes to Financial Statements March 31, 1995 1. Description of the Plan General - The Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates (the "Plan") was adopted by the Board of Directors of Trinity Industries, Inc. (the "Board") on December 11, 1986 and became effective January 1, 1987, for eligible employees of Trinity Industries, Inc. and Certain Affiliates (the "Employer"). The Plan was amended and restated effective April 1, 1994. The Plan is a defined contribution plan designed to comply with the provisions of Title I of the Employee Retirement Income Security Act of 1974 ("ERISA"). The following is a brief description of the Plan. Participants should refer to the Plan document for complete information regarding the Plan. The Plan's fiscal year end is March 31. Participation - Each employee is eligible to contribute to the Plan on the first day of the calendar quarter following one year of service with the Company and must meet the following requirements: Must be classified as a full-time, part-time, or temporary employee of Trinity Industries, Inc.; and Must be in a unit of employees who are designated as eligible to participate in the Plan; and Must not be included in a unit of employees covered by a collective bargaining agreement unless benefits under this Plan were included in an agreement as a result of good faith bargaining. Eligible employees automatically become participants and must indicate on the form or forms provided by the Committee whether or not they want to make contributions to the plan. If they elect to contribute, they will authorize the Employer to make payroll deductions for contributions to the Plan. Contributions - Each Plan participant agrees to contribute not less than two percent nor more than ten percent of their compensation in one percent increments as designated by the participant. A participant's salary reduction may not exceed $9,240 per calendar year ended 1995 and 1994. A salary reduction and contribution agreement must be entered into by each employee as the employee begins participation in the Plan and may be amended by such employee each quarter. Employer matching contribution shall be made if Company earnings are at least $0.33 per share of common stock and sufficient to pay dividends to stockholders ($0.68, $0.64 and $0.53 per share for the years ended March 31, 1995, 1994, and 1993, respectively). Dividends per share have been adjusted for the three-for-two stock split distributed on August 31, 1993. If the Employer matching contribution is made, then each participant with at least five years of service, shall receive an amount equal to 50 percent of that portion of such participant's employee contribution which does not exceed six percent of such participant's total compensation for the year. If the Employer matching contribution is made, then each participant with less than five years of service shall receive an amount equal to 25 percent of that portion of such participant's employee contribution which does not exceed six percent of such participant's total compensation for the year. Employer contributions are net of forfeitures, as defined. Employer contributions for a given plan year shall be deposited in the Profit Sharing Trust for Employees of Trinity Industries, Inc. and Certain Affiliates (the "Trust Fund") as defined below, no later than the date on which the Employer files its Federal income tax return for such year. The Employer and Texas Commerce Bank - Dallas (the "Trustee"), have entered into a Trust Agreement under which the latter acts as Trustee under the Plan. Texas Commerce Bank - Dallas is the successsor Trustee to First City Bank of Dallas, N.A. pursuant to the acquisition by Texas Commerce Bank - Dallas of the assets and certain liabilities of the former First City Bank of Dallas, N.A. In its capacity as Trustee, Texas Commerce Bank - Dallas invests the employee contributions and Employer contributions in the following investment options (hereafter collectively referred to as the "Trust Fund"): (a) Trinity Stock Investment Account ("Stock Account") holds shares of Employer common stock purchased on behalf of the participants. Idle cash is invested in interest-bearing accounts until such time as it can be utilized to purchase Employer common stock. (b) Guaranteed Investment Contract Investment Account (the "Guaranteed Investment Account") invests in guaranteed investment contracts issued by an insurance company selected annually by the Committee. At March 31, 1995, the guaranteed investment contracts had guaranteed annual rates of return of 8.80% (GAC 4854), 9.06% (GAC 5027), 6.24% (GAC 627-05387), 8.31% (GAC 7614) and 5.15% (GAC 7219). (c) Putnam Mutual Funds Investment Accounts (the "Putnam Mutual Funds") invests in three mutual funds selected by the Committee. At March 31, 1995, the funds are U.S. Government Income Trust, Growth and Income, and Voyager. Participants may elect the extent to which assets are invested in the options described above in increments of 10 percent or 25 percent. At March 31, 1995, 1994 and 1993, the majority of participants had elected to participate in the guaranteed investment contracts. Benefits - Distribution of a participant's account balance is payable upon retirement at or after age 65, total disability, death, or termination of employment. Distribution is equal to the salary reduction contribution and related earnings plus the vested portion of the Employer contribution and related earnings. Withdrawal of up to 100 percent of the employee contribution can be made only to meet "immediate and heavy financial needs" (medical care, college tuition, the purchase of a principal residence, or to prevent the foreclosure on a principal residence) as long as the funds are not available for such needs from other sources. No withdrawal can be made against the earnings on the employee contributions or against the Employer contribution and related earnings. These restrictions no longer apply when the participant reaches age 59 1/2. Loans for "immediate and heavy financial needs" may be made for a minimum of $1,000 up to a maximum of $50,000, not to exceed 50 percent of the Employee contribution and related earnings and not to exceed 50 percent of the vested portion of the Employer contribution and related earnings. Loans are subject to rules and regulations established by the Plan Administrator, as defined in the Plan. Vesting - The Employer contribution and related earnings (losses) vest to participants, depending upon the number of years of vesting service, as defined, completed by such participant as follows: Years of Service Percentage Vested Less than 1 0 1 but less than 2 20 2 but less than 3 40 3 but less than 4 60 4 but less than 5 80 5 or more 100 Participants are 100 percent vested in their Employer contribution and allocated portion of related earnings (losses) upon their attainment of age 65 and are always 100 percent vested in their employee contribution and related earnings (losses) on such contribution. Administration of the Plan - The Plan is administered by a Profit Sharing Committee (the "Committee") consisting of at least three persons who are appointed by the Board. The members of the Committee serve at the pleasure of the Board, and any committee member who is an employee of the Employer shall not receive compensation for his services. A separate account is maintained for each participant. The Plan provides that account balances for participants are adjusted periodically as follows: (a) Employee contributions are generally allocated on a quarterly basis; (b) Participant's share of the Employer contribution shall be allocated to the participant's account as of a date no later than the last day of the Plan year; (c) Earnings and appreciation or depreciation of investment assets of the Trust Fund for each calendar quarter shall be allocated to the accounts of participants, former participants and beneficiaries who had unpaid balances in their accounts on the last day of such calendar quarter in proportion to the balances in such accounts at the beginning of the calendar quarter. Upon request, distributions shall be made no earlier than the later of the last day of the calendar quarter in which entitlement occurs or the date on which the Committee determines the final balances. Distributions from the Stock Account shall be made in cash unless otherwise designated by the participant. Income tax status - The Plan has received a determination letter from the Internal Revenue Service dated November 4, 1994 stating that the Plan is a qualified plan under Section 401(a) of the Internal Revenue Code of 1986 (the "Code") and that the Trust is exempt from federal income tax under Section 501(a) of the Code. The Committee is not aware of any course of action or series of events that have occurred that might adversely affect the plan's qualified status. Employee contributions and Employer contributions are not included in the participant's federal taxable income in the year such contributions are made. A participant shall not be subject to federal income taxes with respect to participation in the Plan until the amounts are withdrawn or distributed. Amendment or termination of the Plan - The Employer may amend the Plan at any time. However, no amendment, unless made to secure approval of the Internal Revenue Service or other governmental agency, may operate retroactively to reduce or divest the then vested interest in the Plan of any participant, former participant or beneficiary, or to reduce or divest any benefit payable under the Plan unless all participants, former participants and beneficiaries then having vested interests or benefit payments affected thereby consent to such amendment. The Employer may terminate the Plan at any time. Upon complete or partial termination, the accounts of all participants affected thereby shall become 100 percent vested, and the Committee shall direct the Trustee to distribute the assets in the Trust Fund, after receipt of any required approval by the Internal Revenue Service and payment of any expenses properly chargeable thereto, to participants, former participants, and beneficiaries in proportion to their respective account balances. 2. Significant Accounting Policies Investments and investment income - Investments in the common stock of the Employer and the Putnam Mutual Funds are valued at the last reported sales price on the last business day of the Plan year as reported on a national securities exchange. The investments in guaranteed investment contracts are valued at cost which approximates market value. Security transactions are recorded on a trade date basis. The statement of income and changes in Plan equity include net unrealized appreciation or depreciation in market value on investments. The Plan's financial statements are prepared on an accrual basis. Realized gains and losses - Realized gains and losses have been calculated using historical cost (first in, first out). Prior year financial statements have been restated in order to comply with the provisions of the AICPA Statement of Position 92-6 "Accounting and Reporting by Health and Welfare Benefit Plans." Amounts previously reported as benefits payable have been included in Plan equity and the distributed amounts have been adjusted accordingly.
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3. Investments Investments are as follows: March 31, 1995 March 31, 1994 Cost Market Cost Market Trinity common stock $ 7,591,381 $11,192,467 $ 5,433,189 $ 9,280,170 Guaranteed investment contracts GAC 4854 7,669,687 7,669,687 7,100,022 7,100,022 GAC 5764 - - 4,885,851 4,885,851 GAC 7219 7,823,255 7,823,255 3,800,180 3,800,180 GAC 5027 4,347,428 4,347,428 4,015,742 4,015,742 GAC 15960 - - 3,013,308 3,013,308 GAC 627-05387 3,451,726 3,451,726 3,248,989 3,248,989 GAC 7614 8,300,725 8,300,725 - - 31,592,821 31,592,821 26,064,092 26,064,092 Putnam mutual funds U.S. Govt. Income Trust 3,620,596 3,385,933 2,750,108 2,566,037 Growth & Income 4,213,280 4,395,494 2,819,423 2,753,306 Voyager 3,066,299 3,463,774 1,778,542 1,872,152 10,900,175 11,245,201 7,348,073 7,191,495 Participant loans 768,416 768,096 567,573 567,334 $50,852,793 $54,798,585 $39,412,927 $43,103,091 4. Reconciliation of Financial Statements to the Form 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: March 31 1995 1994 Net assets available for plan benefits per the financial statements $59,672,331 $46,620,960 Amounts allocated to withdrawing participants (778,329) (930,061) Net assets available for plan benefits per the Form 5500 $58,894,002 $45,690,899 The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: Year Ended March 31 1995 1994 Benefits and withdrawals per the financial statements $3,662,237 $3,140,839 Amounts allocated to withdrawing participants at end of year 778,329 930,061 Amounts allocated to withdrawing participants at beginning of year (930,061) (608,655) Benefits and withdrawals per the Form 5500 $3,510,505 $3,462,245 Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to March 31 but not yet paid as of that date. 5. Unrealized Appreciation (Depreciation) of Investments Unrealized appreciation (depreciation) of investments in Trinity common stock, Putnam mutual funds, and Participant loans for the years ended March 31, 1995, 1994, and 1993 were determined as follows: Net Investments Investments Increase at market at cost (decrease) March 31, 1995 Trinity common stock March 31, 1995 $11,192,467 $ 7,591,381 $3,601,086 March 31, 1994 9,280,170 5,433,189 3,846,981 1,912,297 2,158,192 (245,895) Putnam mutual funds March 31, 1995 11,245,201 10,900,175 345,026 March 31, 1994 7,191,495 7,348,073 (156,578) 4,053,706 3,552,102 501,604 Participant loans March 31, 1995 768,096 768,416 (320) March 31, 1994 567,334 567,573 (239) 200,762 200,843 (81) Increase in unrealized appreciation of investments $ 6,166,765 $ 5,911,137 $ 255,628 March 31, 1994 Trinity common stock March 31, 1994 $ 9,280,170 $ 5,433,189 $3,846,981 March 31, 1993 7,176,868 4,527,091 2,649,777 2,103,302 906,098 1,197,204 Putnam mutual funds March 31, 1994 7,191,495 7,348,073 (156,578) March 31, 1993 4,760,031 4,677,307 82,724 2,431,464 2,670,766 (239,302) Participant loans March 31, 1994 567,334 567,573 (239) March 31, 1993 449,509 449,691 (182) 117,825 117,882 (57) Increase in unrealized appreciation of investments $ 4,652,591 $ 3,694,746 $ 957,845 March 31, 1993 Trinity common stock March 31, 1993 $ 7,176,868 $ 4,527,091 $2,649,777 March 31, 1992 4,016,528 3,717,959 298,569 3,160,340 809,132 2,351,208 Putnam mutual funds March 31, 1993 4,760,031 4,677,307 82,724 March 31, 1992 361,165 367,985 (6,820) 4,398,866 4,309,322 89,544 Participant Loans March 31, 1993 449,509 449,691 (182) March 31, 1992 222,840 222,957 (117) 226,669 226,734 (65) Increase in unrealized appreciation of investments $ 7,785,875 $ 5,345,188 $2,440,687 6. Expenses The expenses incurred by the Trustee in the performance of its duties, including the Trustee's compensation and the services of an actuary, shall be paid by the Plan unless paid by the Employer. The Employer paid $268,624, $196,608, and $237,576, for actuarial services and trustee fees on behalf of the Plan for the fiscal years ended March 31, 1995, 1994, and 1993, respectively.
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Index to Exhibits Number Description Page 1 Consent of Independent Auditors 19 Consent of Independent Auditors We consent to the incorporation by reference in Post Effective Amendment No. 1 to the Registration Statement (Form S-8, File No. 33- 10937) pertaining to the Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates and in the related Prospectus of our report dated June 16, 1995, with respect to the financial statements and schedules of the Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates included in this Annual Report (Form 11-K) for the year ended March 31, 1995. ERNST & YOUNG LLP Dallas, Texas June 26, 1995 Profit Sharing Plan for Employees of Trinity Industries, Inc. And Certain Affiliates Item 27(a) - Assets Held for Investment March 31, 1995 Units, shares, or face Current Identity amount Cost value Trinity common stock 299,464 $ 7,591,381 $11,192,467 Guaranteed Investment Contracts Allstate Life Insurance Co. GAC 4854, 8.80% 7,669,687 7,669,687 GAC 5027, 9.06% 4,347,428 4,347,428 John Hancock Mutual Life GAC 7219, 5.15% 7,823,255 7,823,255 GAC 7614 8.31% 8,300,725 8,300,725 Provident Life & Accident Insurance Co. GAC 627-05387, 6.24% 3,451,726 3,451,726 31,592,821 31,592,821 Putnam mutual funds U. S. Govt. Income Trust 270,875 3,620,596 3,385,933 Growth & Income 317,593 4,213,280 4,395,494 Voyager 277,992 3,066,299 3,463,774 10,900,175 11,245,201 Participant loans 768,416 768,096 $50,852,793 $54,798,585 Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates Item 27(d) Reportable Transactions Year Ended March 31, 1995 (Pursuant to ERISA Section 2520.103-6(d)(2)) ---- Purchases --- ---------- Sales --------- Number of Number of Net trans- trans- gain actions Cost actions Proceeds (loss) John Hancock Mutual 4 $8,300,725 - - - Life GAC 7614, 8.31% Massachusetts Mutual Life Insurance Co. GACP 5764 - - 1 $5,256,827 - Travelers Insurance Co. - - 1 $3,216,342 - GIC 15960, 6.70%

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