================================================================================
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 year ended December 31, 2003
Commission File Number 1-6903
-----------------------
PROFIT SHARING PLAN FOR EMPLOYEES OF TRINITY INDUSTRIES, INC.
AND CERTAIN AFFILIATES AS RESTATED EFFECTIVE APRIL 1, 1999
(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
================================================================================
Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates as
Restated Effective April 1, 1999
Financial Statements and Supplemental Schedule
As of December 31, 2003 and 2002,
and for the Year ended December 31, 2003
CONTENTS
Report of Independent Registered Public Accounting Firm................ 1
Audited Financial Statements
Statements of Net Assets Available for Benefits........................ 2
Statement of Changes in Net Assets Available for Benefits.............. 3
Notes to Financial Statements.......................................... 4
Supplemental Schedule
Schedule H; Line 4i - Schedule of Assets (Held at End of Year)......... 11
Report of Independent Registered Public Accounting Firm
Profit Sharing Committee
Trinity Industries, Inc.
We have audited the accompanying statements of net assets available for benefits
of the Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain
Affiliates as Restated Effective April 1, 1999 as of December 31, 2003 and 2002,
and the related statement of changes in net assets available for benefits for
the year ended December 31, 2003. 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 the standards of the Public
Accounting Oversight Board (United States). 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 net assets available for benefits of the Plan at
December 31, 2003 and 2002, and the changes in its net assets available for
benefits for the year ended December 31, 2003, in conformity with U.S. generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2003, is presented for purposes of
additional analysis and is not a required part of the financial statements but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Ernst & Young LLP
Dallas, Texas
March, 18, 2004
1
Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates as
Restated Effective April 1, 1999
Statements of Net Assets Available for Benefits
DECEMBER 31
2003 2002
------------ ------------
ASSETS
Plan interest in Trinity Industries, Inc.
Master Trust $115,894,933 $ 97,537,646
Participant loans 5,220,190 5,087,612
Receivables:
Participant contributions 215,830 134,420
Company contributions 2,613,883 3,157,467
------------ ------------
2,829,713 3,291,887
------------ ------------
Net assets available for benefits
$123,944,836 $105,917,145
============ ============
See accompanying notes.
2
Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates as
Restated Effective April 1, 1999
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2003
ADDITIONS
Plan interest in Trinity Industries, Inc. Master Trust
investment income $ 21,146,096
Interest income on participant loans 297,614
Contributions:
Participant 7,835,662
Company 2,447,611
------------
Total additions 31,726,983
DEDUCTIONS
Benefits paid to participants 13,593,792
Administrative expenses 118,880
------------
Total deductions 13,712,672
Transfer in from Thrall Plans 13,380
------------
Net increase 18,027,691
Net assets available for benefits at beginning of year 105,917,145
------------
Net assets available for benefits at end of year
$123,944,836
============
See accompanying notes.
3
Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates as
Restated Effective April 1, 1999
Notes to Financial Statements
December 31, 2003
1. DESCRIPTION OF THE PLAN
The following brief description of the Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates as Restated Effective April 1,
1999 (the Plan) is provided for general information only. Participants should
refer to the Summary Plan Description for a more complete description of the
Plan's provisions.
GENERAL
The Plan, as amended and restated, is a defined contribution plan designed to
comply with the provisions of the Employee Retirement Income Security Act of
1974, as amended (ERISA) sponsored by Trinity Industries, Inc. (the Company).
Fidelity Management Trust Company (Trustee) is the trustee of the Plan. The
Company and the Trustee have entered into a Master Trust Agreement. Under the
Master Trust Agreement, the Plan participates in the Trinity Industries, Inc.
Master Trust (the Trinity Master Trust) with the McConway & Torley Profit
Sharing Plan (the M&T Plan), the Trinity Rail Group LLC Hourly Employees'
Retirement Savings 401(k) Plan, and the Trinity Rail Group LLC Certain Illinois
Hourly Employees' Retirement Savings Plan (collectively, The Trinity Rail Group
Plans). The Company is the plan sponsor for each of the participating Plans.
PARTICIPATION
Each employee of the Company is eligible to contribute to the Plan on the first
day of the month following 60 days of eligible employment, and must meet the
following additional requirements:
(1) Must be classified as a full-time employee of the Company; and
(2) Must be in a unit of employees who are designated as eligible
to participate in the Plan; and
(3) 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.
4
Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates as
Restated Effective April 1, 1999
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
Effective October 26, 2001, any employee of the Thrall Car Manufacturing Company
or Duchussois Industries, Inc. who, immediately prior to October 26, 2001, was a
participant in, or eligible to participate in, the Thrall Car Manufacturing
Company Salaried Employees' Retirement Savings Plan, the Trinity Rail Group LLC
Hourly Employees' Retirement Savings 401(k) Plan, and the Trinity Rail Group LLC
Certain Illinois Hourly Employees' Retirement Savings Plan (collectively the
Thrall Plans), became eligible to participate in the Plan. In 2003, transfers
from the Thrall Plans of $13,380 were made into the Plan.
CONTRIBUTIONS
Each participant electing to contribute to the Plan agrees to contribute not
less than 1% nor more than 14% of their eligible compensation, as defined in the
Plan, in 1% increments as designated by the participant. 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 at any time.
Company matching contributions shall be made if Company earnings are at least
sufficient to pay dividends to stockholders' but in no event less than $0.33 1/3
per share of common stock. The Board of Directors (Board) may, in its sole
discretion, elect to waive the Company earnings requirement. If the Company
matching contribution is made, then each participant shall receive an amount
equal to a percentage of that portion of such participant's contribution, up to
six percent of such participant's total eligible compensation for the year, as
defined, under the following schedule:
YEARS OF SERVICE PERCENTAGE OF COMPANY CONTRIBUTION
---------------- ----------------------------------
Less than 1 year 0%
1 but less than 2 years 25%
2 but less than 3 years 30%
3 but less than 4 years 35%
4 but less than 5 years 40%
5 or more years 50%
5
Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates as
Restated Effective April 1, 1999
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
Company contributions are net of forfeitures, as defined. Company contributions
for a given Plan year shall be deposited in the Trinity Master Trust no later
than the date on which the Company files its federal income tax return for such
year.
PARTICIPANT ACCOUNTS
Participants may direct daily the investment of participant and Company
contributions among fifteen registered investment companies and Company common
stock.
BENEFITS
Distribution of a participant's vested 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 contributions and
related earnings, plus the vested portion of any Company contribution and
related earnings.
Withdrawals of up to 100% of the participant's contributions 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 hardship withdrawals can be made against the earnings on the
participant contributions or against any Company contributions and related
earnings. These restrictions no longer apply when the participant reaches age
59-1/2.
Upon request, distributions shall be made no earlier than the month that follows
the last day of the month in which entitlement occurs. Distributions from the
Company common stock accounts shall be made in cash unless otherwise designated
by the participant.
PARTICIPANT LOANS
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% of the participant's
contribution balance and related earnings plus 50% of the vested portion of the
Company contribution balance and related earnings. Loans are subject to rules
and regulations established by the Profit Sharing Committee (Committee), as
defined by the Plan.
6
Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates as
Restated Effective April 1, 1999
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
VESTING
The Company contribution and related earnings 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 year 0%
1 but less than 2 years 20%
2 but less than 3 years 40%
3 but less than 4 years 60%
4 but less than 5 years 80%
5 or more years 100%
Participants are 100% vested in Company contributions and the allocated portion
of related earnings upon their attainment of age 65, and are always 100% vested
in participant contributions and the related earnings on such contributions.
FORFEITURES
The amounts forfeited by participants who terminate employment prior to becoming
fully vested are first used to reduce employer contributions. Any excess amounts
are then used to pay fees and other administrative expenses of the Trinity
Master Trust.
ADMINISTRATION OF THE PLAN
The Plan is administered by the Committee, consisting of at least three persons
who are appointed by the Board. The members of the Committee serve at the
discretion of the Board, and any Committee member who is an employee of the
Company shall not receive compensation for their services.
The expenses incurred by the Trustee in the performance of its duties, including
the Trustee's compensation and the services of the recordkeeper, shall be paid
by the Plan unless paid by the Company. All other expenses are paid by the
Company.
7
Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates as
Restated Effective April 1, 1999
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
AMENDMENT OR TERMINATION OF THE PLAN
The Company may amend the Plan at any time. However, no amendment, unless made
to secure approval of the Internal Revenue Service (IRS) 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 Company may terminate the Plan at any time, subject to the provisions of
ERISA. Upon complete or partial termination, the accounts of all participants
affected thereby shall become 100% vested, and the Committee shall direct the
Trustee to distribute the assets in the Trinity Master Trust, after receipt of
any required approval by the IRS 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
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared on the accrual basis of
accounting. Benefits paid to participants are recorded when paid.
VALUATION OF INVESTMENTS
Investments in the Trinity Master Trust are valued at fair value. Investments in
registered investment companies are valued at published market prices which
represent the net asset value of shares held by the Plan at year-end.
Investments in Company common stock are stated at fair value based on quoted
market prices. Participant loans are valued at cost which approximates fair
value.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date. Realized gains and losses from security transactions are
reported using average cost.
8
Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates as
Restated Effective April 1, 1999
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates that affect
the amounts in the financial statements and accompanying notes. Actual results
could differ from these estimates.
RECLASSIFICATION
Certain amounts in the 2002 financial statements have been reclassified to
conform to the 2003 presentation.
3. TRINITY MASTER TRUST
At December 31, 2003 and 2002, the Plan's interest in the net assets of the
Trinity Master Trust was approximately 91.3% and 90.1%, respectively. Investment
income and administrative expenses relating to the Trinity Master Trust are
allocated to the Plan based upon average monthly balances invested by the Plan.
Investments held in the Trinity Master Trust as of December 31 are as follows:
2003 2002
------------ ------------
Interest-bearing cash $ 38,116,706 $ 43,072,645
Trinity Industries, Inc. common stock 17,028,757 11,145,281
Registered investment companies 71,811,726 54,026,745
------------ ------------
Total $126,957,189 $108,244,671
============ ============
Investment income in the Trinity Master Trust for the year ended December 31,
2003, is as follows:
Net appreciation in fair value of investments:
Trinity Industries, Inc. common stock $ 7,003,456
Registered investment companies 14,282,673
Interest and dividend income 1,396,560
-----------
Investment income $22,682,689
===========
9
Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates as
Restated Effective April 1, 1999
Notes to Financial Statements (continued)
3. TRINITY MASTER TRUST
The Plan invests in various investment securities at the direction of the
Participants. Investment securities are exposed to various risks such as
interest rate, market and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes
in the values of investment securities will occur in the near term and that such
changes could materially affect participants' account balances and the amounts
reported in the statements of net assets available for benefits.
4. INCOME TAX STATUS
The Plan has received a determination letter from the IRS dated February 22,
2001, stating that the Plan is qualified under Section 401(a) of the Internal
Revenue Code (the Code) and, therefore, the related trust is exempt from
taxation. Subsequent to this determination by the IRS, the Plan was amended.
Once qualified, the Plan is required to operate in conformity with the Code to
maintain its qualification. The plan administrator believes the Plan is being
operated in compliance with the applicable requirements of the Code and,
therefore, believes that the Plan, as amended, is qualified and the related
trust is tax-exempt.
5. SUBSEQUENT EVENTS
In December 2003, the Board approved the Company match contribution relating to
the 2003 Plan year. In March 2004, the Company match contribution in the amount
of $2,613,883 was remitted to the Trinity Master Trust.
Effective January 9, 2004, any employee who immediately prior to January 9,
2004, was employed by Southern Star Concrete, Inc. became eligible to become a
participant in the Plan on January 9, 2004.
10
Supplemental Schedule
Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates as
Restated Effective April 1, 1999
Schedule H; Line 4i - Schedule of Assets (Held at End of Year)
EIN: 75-0225040 Plan #: 029
December 31, 2003
(B) (C)
IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF INVESTMENT, INCLUDING MATURITY DATE, RATE OF (D) (E)
(A) LESSOR, OR SIMILAR PARTY INTEREST, COLLATERAL, PAR OR MATURITY VALUE COST CURRENT VALUE
--- ------------------------ ------------------------------------------- ---- -------------
* Participant loans Interest rates from 4% to 11% $ -- $5,220,190
---- ----------
$ -- $5,220,190
==== ==========
----
*Party in interest.
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) 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 as Restated Effective April 1, 1999
/s/ Timothy R. Wallace
--------------------------------
Timothy R. Wallace
Member, Profit Sharing Committee
/s/ John L. Adams
--------------------------------
John L. Adams
Member, Profit Sharing Committee
/s/ Andrea F. Cowan
--------------------------------
Andrea F. Cowan
Member, Profit Sharing Committee
12
INDEX TO EXHIBITS
EXHIBIT SEQ.
NUMBER DESCRIPTION PAGE NO.
------ ----------- --------
23 Consent of Independent Registered Public Accounting Firm 14
13