8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 20, 2013

Trinity Industries, Inc.

__________________________________________

(Exact name of registrant as specified in its charter)

Delaware	1-6903	75-0225040
(State or other jurisdiction of incorporation	(Commission File No.)	(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: 214-631-4420

Not Applicable

______________________________________________

Former name or former address, if changed since last report

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

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

The Registrant hereby furnishes the information set forth in its News Release, dated February 20, 2013, announcing operating results for the three and twelve month periods ended December 31, 2012, a copy of which is furnished as exhibit 99.1 and incorporated herein by reference. On February 21, 2013, the Registrant held a conference call and web cast with respect to its financial results for the three and twelve month periods ended December 31, 2012. The conference call scripts of Gail M. Peck, Vice President and Treasurer; Timothy R. Wallace, Chairman, Chief Executive Officer, and President; William A. McWhirter II, Senior Vice President and Group President of the Construction Products, Energy Equipment and Inland Barge Groups; D. Stephen Menzies, Senior Vice President and Group President of the Rail and Railcar Leasing Groups; and James E. Perry, Senior Vice President and Chief Financial Officer are furnished as exhibits 99.2, 99.3, 99.4, 99.5, and 99.6, respectively, and incorporated herein by reference.

This information is not "filed" pursuant to the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act of 1933 registration statements. Additionally, the submission of the report on Form 8-K is not an admission of the materiality of any information in this report that is required to be disclosed solely by Regulation FD.

Item 7.01 Regulation FD Disclosure.

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

This information is not "filed" pursuant to the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act of 1933 registration statements. Additionally, the submission of the report on Form 8-K is not an admission of the materiality of any information in this report that is required to be disclosed solely by Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(a) - (c) Not applicable.

(d) Exhibits:

Exhibit No. / Description

99.1 News Release dated February 20, 2013 with respect to the operating results for the three and twelve month periods ended December 31, 2012.

99.2 Conference call script of February 21, 2013 of Gail M. Peck, Vice President and Treasurer.

99.3 Conference call script of February 21, 2013 of Timothy R. Wallace, Chairman, Chief Executive Officer, and President.

99.4 Conference call script of February 21, 2013 of William A. McWhirter II, Senior Vice President and Group President of the Construction Products, Energy Equipment and Inland Barge Groups.

99.5 Conference call script of February 21, 2013 of D. Stephen Menzies, Senior Vice President and Group President of the Rail and Railcar Leasing Groups.

99.6 Conference call script of February 21, 2013 of James E. Perry, Senior Vice President and Chief Financial Officer.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Trinity Industries, Inc.
February 21, 2013	By:	/s/ James E. Perry
		Name: James E. Perry
		Title: Senior Vice President and Chief Financial Officer

Exhibit Index
Exhibit No.	Description
99.1	News Release dated February 20, 2013 with respect to the operating results for the three and twelve month periods ended December 31, 2012
99.2	Conference call script of February 21, 2013 of Gail M. Peck, Vice President and Treasurer
99.3	Conference call script of February 21, 2013 of Timothy R. Wallace, Chairman, Chief Executive Officer, and President.
99.4	Conference call script of February 21, 2013 of William A. McWhirter II, Senior Vice President and Group President of the Construction Products, Energy Equipment and Inland Barge Groups.
99.5	Conference call script of February 21, 2013 of D. Stephen Menzies, Senior Vice President and Group President of the Rail and Railcar Leasing Groups.
99.6	Conference call script of February 21, 2013 of James E. Perry, Senior Vice President and Chief Financial Officer.

EX-99.1

Exhibit 99.1

NEWS RELEASE

Investor Contact:

Jessica Greiner

Director of Investor Relations

Trinity Industries, Inc.    

214/631-4420

FOR IMMEDIATE RELEASE

Trinity Industries, Inc. Reports Strong Fourth Quarter and Full Year 2012 Results

DALLAS, Texas - February 20, 2013 - Trinity Industries, Inc. (NYSE:TRN) today announced earnings results for the fourth quarter and full year 2012, including the following significant highlights:

• Year-over-year fourth quarter and full year revenue growth of 11% and 30%, respectively, and earnings per common diluted share growth of 61% and 93%, respectively, after adjusting for one-time items in 2011

• Rail Group orders for 5,620 new railcars during the fourth quarter, increasing the backlog to 31,990 units with a value of $3.7 billion

• Rail Group shipments of 4,960 railcars during the fourth quarter and 19,360 railcars during the full year

• Inland Barge Group orders of $193 million during the fourth quarter, resulting in a backlog of $564 million

• Available liquidity at the end of the fourth quarter of more than $1.2 billion, including $573 million of cash and the Company's unused committed credit facilities

Trinity Industries, Inc. reported net income attributable to Trinity stockholders of $71.3 million, or $0.90 per common diluted share, for the fourth quarter ended December 31, 2012. Net income for the same quarter of 2011 was $56.1 million, or $0.70 per common diluted share. Included in the results for the fourth quarter of 2011 was a pre-tax gain of $17.0 million, or $0.14 per common diluted share, due to flood-related insurance settlements.

Revenues for the fourth quarter of 2012 increased 11% to $1.0 billion compared to revenues of $914.3 million for the same quarter of 2011. The Company reported an operating profit of $158.9 million in the fourth quarter of 2012, a 14% increase compared to an operating profit of $139.5 million for the same quarter last year.

For the year ended December 31, 2012, the Company reported net income attributable to Trinity stockholders of $255.2 million, or $3.19 per common diluted share. In 2011, the Company reported net income of $142.2 million, or $1.77 per common diluted share. Prior year results included a pre-tax net gain of $15.5 million or $0.12 per common diluted share, due to flood-related insurance settlements. Revenues for the year ended December 31, 2012 were $3.8 billion, a 30% increase compared to revenues of $2.9 billion in 2011.

“I am pleased with our strong financial results for the fourth quarter and our overall performance during 2012,” said Timothy R. Wallace, Trinity's Chairman, CEO and President.  “We have worked diligently over the past decade to position our company to perform well through a variety of economic conditions. Trinity's competency in manufacturing flexibility provides us the ability to redirect a portion of our manufacturing

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resources towards select areas that have strong demand levels for our products. In 2012, we achieved significant growth in consolidated revenues and earnings despite continuing uncertainty within some areas of the economy.”

“During 2013, we will continue to invest resources to position our company to pursue opportunities for infrastructure-related products that support the growing needs in the energy, chemical, transportation, and construction industries,” Mr. Wallace continued.  “At this point, we have been successful in obtaining order backlogs in several of our major businesses that will provide long production runs for products serving these industries.”

Business Group Results

In the fourth quarter of 2012, the Rail Group reported revenues of $571.1 million and an operating profit of $70.7 million compared to revenues of $453.3 million and an operating profit of $34.4 million in the fourth quarter of 2011. Results for the fourth quarter of 2012 included approximately $0.04 per common diluted share of after-tax costs associated with the repositioning of a portion of the Company's production capacity. The Rail Group shipped 4,960 railcars and received orders for 5,620 railcars during the fourth quarter. The Rail Group backlog increased to $3.7 billion at December 31, 2012, representing 31,990 railcars, compared to a backlog of $3.3 billion as of September 30, 2012, representing 31,330 railcars. The increase in backlog as of December 31, 2012 reflects the value of orders taken during the quarter as well as contractual pricing adjustments on long-term orders previously received.

During the fourth quarter of 2012, the Railcar Leasing and Management Services Group reported leasing and management revenues of $132.6 million compared to $127.4 million in the fourth quarter of 2011 due to continued growth in the lease fleet and higher rental rates. In addition, the Group recognized revenue of $18.1 million in sales of railcars from the lease fleet during the fourth quarter compared to $29.2 million in the fourth quarter of 2011. Proceeds from the sale of railcars from the lease fleet owned for more than a year at the time of sale totaling $31.4 million in the fourth quarter of 2012 and $42.7 million in the fourth quarter of 2011 are not included in revenue. Operating profit for this Group was $72.9 million for the fourth quarter of 2012 compared to operating profit of $75.9 million during the fourth quarter of 2011. Included in the operating results for the fourth quarter of 2012 were $15.3 million of profit from railcar sales totaling $49.5 million compared to $18.4 million of profit from railcar sales totaling $71.9 million for the same period last year.

The Inland Barge Group reported revenues of $165.4 million compared to revenues of $149.6 million in the fourth quarter of 2011. The increase in revenues was due to higher volumes and a change in mix of barge types. Operating profit for this Group was $31.2 million in the fourth quarter of 2012 compared to $39.6 million in the fourth quarter of 2011.Fourth quarter 2011 operating profit included a gain of $17.0 million due to flood-related insurance settlements. During the fourth quarter of 2012, the Inland Barge Group received orders of $193 million, and as of December 31, 2012 had a backlog of $564 million compared to a backlog of $537 million as of September 30, 2012.

The Energy Equipment Group reported revenues of $167.3 million in the fourth quarter of 2012 compared to revenues of $125.0 million in the same quarter of 2011. Revenues increased compared to the same period in 2011 as a result of higher structural wind tower shipments and increased demand for containers and tank heads. Operating profit for the fourth quarter of 2012 increased to $8.5 million compared to a loss of $0.9 million in the same quarter last year due to manufacturing challenges that negatively impacted the Group's 2011 results. The backlog for structural wind towers as of December 31, 2012 was $680 million compared to $754 million as of September 30, 2012. Approximately $413 million of this backlog is subject to litigation with a customer for the customer's breach of a long-term supply contract for the manufacture of towers.

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Revenues in the Construction Products Group were $109.8 million in the fourth quarter of 2012 compared to revenues of $115.2 million in the fourth quarter of 2011. The Group recorded an operating profit of $9.4 million in the fourth quarter of 2012 compared to an operating profit of $11.7 million in the fourth quarter of 2011. The decline in revenues and operating profit for the fourth quarter of 2012 compared to the same period in 2011 was primarily attributable to competitive pricing pressures and higher operating expenses in the Highway Products business offset partially by higher volumes and improved operating efficiencies in the Aggregates business. In December 2012, the Company entered into an agreement to sell its remaining ready-mix concrete operations which have been historically reported as a component of the Construction Products Group. This divestiture, expected to close during 2013, is considered a discontinued operation and, accordingly, the effects of its operations have been excluded from the Construction Products Group for financial reporting purposes.

Earnings Outlook

The Company's earnings guidance for the first quarter of 2013 is between $0.75 and $0.82 per common diluted share compared to $0.66 per common diluted share in the first quarter of 2012. For the full year of 2013, the Company anticipates earnings per common diluted share of between $3.45 and $3.75 compared to full year earnings per common diluted share of $3.19 in 2012. Results for the first quarter and full year 2013 could be impacted by a number of factors, including, among others: the operating leverage and efficiencies that can be achieved by the Company's manufacturing businesses; the level of sales of railcars from the leasing portfolio; the amount of profit eliminations due to railcar additions to the Leasing Group; and the impact of weather conditions on businesses within the Construction Products Group.

Conference Call

Trinity will hold a conference call at 11:00 a.m. Eastern on February 21, 2013 to discuss its fourth quarter and full year results. To listen to the call, please visit the Investor Relations section of the Trinity Industries website, www.trin.net. An audio replay may be accessed through the Company's website or by dialing (402) 220-0120 until 11:59 p.m. Eastern on February 28, 2013.

Trinity Industries, Inc., headquartered in Dallas, Texas, is a diversified industrial company that owns a variety of market-leading businesses which provide products and services to the industrial, energy, transportation, and construction sectors. Trinity reports its financial results in five principal business segments: the Rail Group, the Railcar Leasing and Management Services Group, the Inland Barge Group, the Construction Products Group, and the Energy Equipment Group. For more information, visit: www.trin.net.

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

- TABLES TO FOLLOW -

3

Trinity Industries, Inc.

Condensed Consolidated Income Statements

(in millions, except per share amounts)

(unaudited)

	Three Months Ended December 31,
	2012			2011
Revenues	$	1,012.9		$	914.3
Operating costs:
Cost of revenues	800.9			754.4
Selling, engineering, and administrative expenses	64.6			54.5
(Gain)/loss on disposition of property, plant, and equipment:
Net gains on lease fleet sales	(11.2		)	(13.1		)
Disposition of flood-damaged property	(0.4		)	(17.0		)
Other	0.1			(4.0		)
	854.0			774.8
Operating profit	158.9			139.5
Interest expense, net	50.7			48.8
Other (income) expense	0.2			(0.1		)
Income before income taxes	108.0			90.8
Provision for income taxes	37.0			33.5
Net income from continuing operations	71.0			57.3
Net income (loss) from discontinued operations	(0.2		)	(0.4		)
Net income	70.8			56.9
Net income (loss) attributable to noncontrolling interest	(0.5		)	0.8
Net income attributable to Trinity Industries, Inc.	$	71.3		$	56.1
Net income attributable to Trinity Industries, Inc. per common share:
Basic
Continuing operations	$	0.90		$	0.71
Discontinued operations	—			(0.01		)
	$	0.90		$	0.70
Diluted
Continuing operations	$	0.90		$	0.71
Discontinued operations	—			(0.01		)
	$	0.90		$	0.70
Weighted average number of shares outstanding:
Basic	76.8			77.7
Diluted	76.9			77.9

Proceeds from the sales of railcars from the lease fleet owned more than one year at the time of sale were $31.4 million and $42.7 million for the three months ended December 31, 2012 and 2011, respectively.Operating profit from sales of railcars owned one year or less at the time of sale was $4.1 million and $5.3 million for the three months ended December 31, 2012 and 2011, respectively.

Amounts previously reported have been adjusted to exclude discontinued operations resulting from the expected sale of the Company's ready-mix concrete operations.

4

Trinity Industries, Inc.

Condensed Consolidated Income Statements

(in millions, except per share amounts)

(unaudited)

	Year Ended December 31,
	2012			2011
Revenues	$	3,811.9		$	2,938.3
Operating costs:
Cost of revenues	3,051.5			2,357.5
Selling, engineering, and administrative expenses	224.1			194.0
(Gain)/loss on disposition of property, plant, and equipment:
Net gains on lease fleet sales	(33.5		)	(16.2		)
Disposition of flood-damaged property	(0.4		)	(17.6		)
Other	(4.6		)	(6.2		)
	3,237.1			2,511.5
Operating profit	574.8			426.8
Interest expense, net	193.2			183.8
Other (income) expense	(4.3		)	4.0
Income before income taxes	385.9			239.0
Provision for income taxes	134.0			92.2
Net income from continuing operations	251.9			146.8
Net income (loss) from discontinued operations	1.8			(1.1		)
Net income	253.7			145.7
Net income (loss) attributable to noncontrolling interest	(1.5		)	3.5
Net income attributable to Trinity Industries, Inc.	$	255.2		$	142.2
Net income attributable to Trinity Industries, Inc. per common share:
Basic
Continuing operations	$	3.18		$	1.78
Discontinued operations	0.02			(0.01		)
	$	3.20		$	1.77
Diluted
Continuing operations	$	3.17		$	1.78
Discontinued operations	0.02			(0.01		)
	$	3.19		$	1.77
Weighted average number of shares outstanding:
Basic	77.3			77.5
Diluted	77.5			77.8

Proceeds from the sales of railcars from the lease fleet owned more than one year at the time of sale were $126.3 million and $60.6 million for the years ended December 31, 2012 and 2011, respectively. Operating profit from sales of railcars owned one year or less at the time of sale was $24.8 million and $13.2 million for the years ended December 31, 2012 and 2011, respectively.

Amounts previously reported have been adjusted to exclude discontinued operations resulting from the expected sale of the Company's ready-mix concrete operations.

5

Trinity Industries, Inc.

Condensed Segment Data

(in millions)

(unaudited)

	Three Months Ended December 31,
Revenues:	2012			2011
Rail Group	$	571.1		$	453.3
Construction Products Group	109.8			115.2
Inland Barge Group	165.4			149.6
Energy Equipment Group	167.3			125.0
Railcar Leasing and Management Services Group	150.7			156.6
All Other	20.3			16.4
Eliminations - lease subsidiary	(105.1		)	(72.7		)
Eliminations - other	(66.6		)	(29.1		)
Consolidated Total	$	1,012.9		$	914.3
	Three Months Ended December 31,
Operating profit (loss):	2012			2011
Rail Group	$	70.7		$	34.4
Construction Products Group	9.4			11.7
Inland Barge Group	31.2			39.6
Energy Equipment Group	8.5			(0.9		)
Railcar Leasing and Management Services Group	72.9			75.9
All Other	(3.1		)	(3.0		)
Corporate	(17.9		)	(13.0		)
Eliminations - lease subsidiary	(13.6		)	(5.0		)
Eliminations - other	0.8			(0.2		)
Consolidated Total	$	158.9		$	139.5

Amounts previously reported have been adjusted to exclude discontinued operations resulting from the expected sale of the Company's ready-mix concrete operations.

6

Trinity Industries, Inc.

Condensed Segment Data

(in millions)

(unaudited)

	Year Ended December 31,
Revenues:	2012			2011
Rail Group	$	2,013.0		$	1,274.7
Construction Products Group	483.7			453.3
Inland Barge Group	675.2			548.5
Energy Equipment Group	558.6			472.8
Railcar Leasing and Management Services Group	647.1			552.0
All Other	81.4			61.8
Eliminations - lease subsidiary	(485.9		)	(325.5		)
Eliminations - other	(161.2		)	(99.3		)
Consolidated Total	$	3,811.9		$	2,938.3
	Year Ended December 31,
Operating profit (loss):	2012			2011
Rail Group	$	199.0		$	77.3
Construction Products Group	44.8			54.9
Inland Barge Group	124.7			106.4
Energy Equipment Group	18.2			8.9
Railcar Leasing and Management Services Group	300.9			254.5
All Other	(10.2		)	(3.8		)
Corporate	(51.5		)	(43.6		)
Eliminations - lease subsidiary	(50.8		)	(28.3		)
Eliminations - other	(0.3		)	0.5
Consolidated Total	$	574.8		$	426.8

Amounts previously reported have been adjusted to exclude discontinued operations resulting from the expected sale of the Company's ready-mix concrete operations.

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Trinity Industries, Inc.

Condensed Consolidated Balance Sheets

(in millions)

(unaudited)

	December 31, 2012		December 31, 2011
Cash and cash equivalents	$	573.0	$	351.1
Receivables, net of allowance	390.0		385.9
Inventories	667.7		544.6
Restricted cash	223.2		240.3
Net property, plant, and equipment	4,299.0		4,159.1
Goodwill	240.4		219.5
Assets held for sale and discontinued operations	27.9		32.5
Other assets	248.7		188.0
	$	6,669.9	$	6,121.0
Accounts payable	$	188.2	$	207.4
Accrued liabilities	583.1		421.3
Debt, net of unamortized discount of $87.5 and $99.8	3,055.0		2,972.2
Deferred income	44.5		38.7
Deferred income taxes	572.4		434.7
Liabilities held for sale and discontinued operations	3.7		2.7
Other liabilities	85.4		95.7
Stockholders' equity	2,137.6		1,948.3
	$	6,669.9	$	6,121.0

Amounts previously reported have been adjusted to exclude discontinued operations resulting from the expected sale of the Company's ready-mix concrete operations.

8

Trinity Industries, Inc.

Additional Balance Sheet Information

(in millions)

(unaudited)

	December 31, 2012			December 31, 2011
Property, Plant, and Equipment
Corporate/Manufacturing:
Property, plant, and equipment	$	1,260.1		$	1,171.7
Accumulated depreciation	(720.8		)	(682.1		)
	539.3			489.6
Leasing:
Wholly-owned subsidiaries:
Machinery and other	9.6			9.6
Equipment on lease	3,662.6			3,429.3
Accumulated depreciation	(468.4		)	(372.9		)
	3,203.8			3,066.0
TRIP Holdings:
Equipment on lease	1,272.4			1,257.7
Accumulated depreciation	(153.8		)	(122.7		)
	1,118.6			1,135.0
Net deferred profit on railcars sold to the Leasing Group:
Sold to wholly-owned subsidiaries	(381.8		)	(344.5		)
Sold to TRIP Holdings	(180.9		)	(187.0		)
	(562.7		)	(531.5		)
	$	4,299.0		$	4,159.1
Leasing portfolio information:
Portfolio size (number of railcars):
Wholly-owned subsidiaries	57,000			54,595
TRIP Holdings	14,455			14,350
Total fleet	71,455			68,945
Portfolio utilization:
Wholly-owned subsidiaries	98.4		%	99.3		%
TRIP Holdings	99.2		%	99.9		%
Total fleet	98.6		%	99.5		%

Amounts previously reported have been adjusted to exclude discontinued operations resulting from the expected sale of the Company's ready-mix concrete operations.

9

Trinity Industries, Inc.

Additional Balance Sheet Information

(in millions)

(unaudited)

	December 31, 2012			December 31, 2011
Debt
Corporate/Manufacturing - Recourse:
Revolving credit facility	$	—		$	—
Convertible subordinated notes	450.0			450.0
Less: unamortized discount	(87.5		)	(99.8		)
	362.5			350.2
Other	1.2			1.5
	363.7			351.7
Leasing:
Wholly-owned subsidiaries:
Recourse:
Capital lease obligations	45.8			48.6
Term loan	48.6			54.7
	94.4			103.3
Non-recourse:
Secured railcar equipment notes	1,140.3			842.0
Warehouse facility	173.6			308.5
Promissory notes	424.1			465.5
	1,738.0			1,616.0
TRIP Holdings - Non-recourse:
Senior secured notes	170.0			170.0
Less: Owned by Trinity	(108.8		)	(108.8		)
	61.2			61.2
Secured railcar equipment notes	797.7			840.0
	858.9			901.2
	$	3,055.0		$	2,972.2

Amounts previously reported have been adjusted to exclude discontinued operations resulting from the expected sale of the Company's ready-mix concrete operations.

10

Trinity Industries, Inc.

Additional Balance Sheet Information

(in millions)

(unaudited)

	December 31, 2012			December 31, 2011
Leasing Debt Summary
Total Recourse Debt	$	94.4		$	103.3
Total Non-Recourse Debt(1)	2,596.9			2,517.2
	$	2,691.3		$	2,620.5
Total Leasing Debt
Wholly-owned subsidiaries	$	1,832.4		$	1,719.3
TRIP Holdings(1)	858.9			901.2
	$	2,691.3		$	2,620.5
Equipment on Lease(2)
Wholly-owned subsidiaries	$	3,203.8		$	3,066.0
TRIP Holdings	1,118.6			1,135.0
	$	4,322.4		$	4,201.0
Total Leasing Debt as a % of Equipment on Lease
Wholly-owned subsidiaries	57.2		%	56.1		%
TRIP Holdings	76.8		%	79.4		%
Combined	62.3		%	62.4		%

(1)     Excludes $108.8 million in TRIP Holdings' Senior Secured Notes owned by Trinity and eliminated in consolidation.

(2)     Excludes net deferred profit on railcars sold to the Leasing Group.

11

Trinity Industries, Inc.

Earnings per Share Calculation

(in millions, except per share amounts)

(unaudited)

Basic net income attributable to Trinity Industries, Inc. per common share is computed by dividing net income attributable to Trinity remaining after allocation to unvested restricted shares by the weighted average number of basic common shares outstanding for the period. Amounts previously reported have been adjusted to exclude discontinued operations resulting from the expected sale of the Company's ready-mix concrete operations.

	Three Months Ended December 31, 2012						Three Months Ended December 31, 2011
	Income (Loss)			Average Shares	EPS		Income (Loss)			Average Shares	EPS
Net income from continuing operations	$	71.0					$	57.3
Less: net income (loss) from continuing operations attributable to noncontrolling interest	(0.5		)				0.8
Net income from continuing operations attributable to Trinity Industries, Inc.	71.5						56.5
Unvested restricted share participation	(2.1		)				(1.5		)
Net income from continuing operations attributable to Trinity Industries, Inc. - basic	69.4			76.8	$	0.90	55.0			77.7	$	0.71
Effect of dilutive securities:    Stock options	—			0.1			—			0.2
Net income from continuing operations attributable to Trinity Industries, Inc. - diluted	$	69.4		76.9	$	0.90	$	55.0		77.9	$	0.71
Net income from discontinued operations, net of taxes	$	(0.2	)				$	(0.4	)
Unvested restricted share participation	—						(0.1		)
Net income from discontinued operations, net of taxes - basic	(0.2		)	76.8	$	—	(0.5		)	77.7	$	(0.01	)
Effect of dilutive securities:    Stock options	—			0.1			—			0.2
Net income from discontinued operations, net of taxes - diluted	$	(0.2	)	76.9	$	—	$	(0.5	)	77.9	$	(0.01	)
	Year Ended December 31, 2012						Year Ended December 31, 2011
	Income (Loss)			Average Shares	EPS		Income (Loss)			Average Shares	EPS
Net income from continuing operations	$	251.9					$	146.8
Less: net income (loss) from continuing operations attributable to noncontrolling interest	(1.5		)				3.5
Net income from continuing operations attributable to Trinity Industries, Inc.	253.4						143.3
Unvested restricted share participation	(7.7		)				(5.0		)
Net income from continuing operations attributable to Trinity Industries, Inc. - basic	245.7			77.3	$	3.18	138.3			77.5	$	1.78
Effect of dilutive securities:    Stock options	—			0.2			—			0.3
Net income from continuing operations attributable to Trinity Industries, Inc. - diluted	$	245.7		77.5	$	3.17	$	138.3		77.8	$	1.78
Net income from discontinued operations, net of taxes	$	1.8					$	(1.1	)
Unvested restricted share participation	(0.1		)				—
Net income from discontinued operations, net of taxes - basic	1.7			77.3	$	0.02	(1.1		)	77.5	$	(0.01	)
Effect of dilutive securities:    Stock options	—			0.2			—			0.3
Net income from discontinued operations, net of taxes - diluted	$	1.7		77.5	$	0.02	$	(1.1	)	77.8	$	(0.01	)

12

Trinity Industries, Inc.

Reconciliation of 2011 Earnings Per Common Diluted Share Adjusted for One-Time Items

(in millions)

(unaudited)

	Three Months Ended December 31, 2011		Year Ended December 31, 2011
Earnings per common diluted share as reported	$	0.70	$	1.77
Less: Per share effect of net gains arising from flood-related losses at the Company's barge manufacturing facilities in Tennessee and Missouri	0.14		0.12
Earnings per common diluted share as adjusted	$	0.56	$	1.65

13

Trinity Industries, Inc.

Reconciliation of EBITDA

(in millions)

(unaudited)

“EBITDA” is defined as income (loss) from continuing operations plus interest expense, income taxes, and depreciation and amortization including goodwill impairment charges. EBITDA is not a calculation based on generally accepted accounting principles. The amounts included in the EBITDA calculation are, however, derived from amounts included in the historical statements of operations data. In addition, EBITDA should not be considered as an alternative to net income or operating income as an indicator of our operating performance, or as an alternative to operating cash flows as a measure of liquidity. We believe EBITDA assists investors in comparing a company's performance on a consistent basis without regard to depreciation and amortization, which can vary significantly depending upon many factors. However, the EBITDA measure presented in this press release may not always be comparable to similarly titled measures by other companies due to differences in the components of the calculation.

	Three Months Ended December 31,
	2012		2011
Net income from continuing operations	$	71.0	$	57.3
Add:
Interest expense	51.1		49.1
Provision for income taxes	37.0		33.5
Depreciation and amortization expense	49.2		47.5
Earnings from continuing operations before interest expense, income taxes, and depreciation and amortization expense	$	208.3	$	187.4
	Year Ended December 31,
	2012		2011
Net income from continuing operations	$	251.9	$	146.8
Add:
Interest expense	194.7		185.3
Provision for income taxes	134.0		92.2
Depreciation and amortization expense	193.7		187.7
Earnings from continuing operations before interest expense, income taxes, and depreciation and amortization expense	$	774.3	$	612.0

Amounts previously reported have been adjusted to exclude discontinued operations resulting from the expected sale of the Company's ready-mix concrete operations.

- END -

14

EX-99.2

Exhibit 99.2

Trinity Industries, Inc.

Earnings Release Conference Call

Comments of Gail M. Peck

Vice President and Treasurer

February 21, 2013

Thank you, Tosha. Good morning everyone. Welcome to the Trinity Industries' fourth quarter 2012 results conference call. I'm Gail Peck, Vice President and Treasurer of Trinity. Thank you for joining us today.

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

•Bill McWhirter, Senior Vice President and Group President of the Construction Products, Energy Equipment, and Inland Barge Groups; and

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

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

Tim

Bill

Steve

James

Q&A Session

That concludes today's conference call. A replay of this call will be available after one o'clock eastern standard time today through midnight on February 28, 2013. The access number is (402) 220-0120. Also the replay will be available on the website located at www.trin.net. We look forward to visiting with you again on our next conference call. Thank you for joining us this morning.

EX-99.3

Exhibit 99.3

Trinity Industries, Inc.

Earnings Release Conference Call

Comments of Timothy R. Wallace

Chairman, Chief Executive Officer, and President

February 21, 2013

Thank you, Gail and good morning everyone.

I am pleased with our strong financial results for the fourth quarter and our overall performance during 2012. Last year, we achieved significant revenue and earnings growth. We directed resources toward select markets that have strong demand for our products, specifically the North American oil, gas and chemical industries. During the 4^th quarter, we completed the acquisition of three manufacturing facilities from DMI industries and acquired a trench shoring equipment business. These acquisitions increase our manufacturing flexibility and further diversify our portfolio of businesses.

The North American energy renaissance has resulted in strong demand for a number of products that our businesses manufacture. During 2012, our businesses successfully collaborated and leveraged our manufacturing flexibility to pursue opportunities related to these products. Our railcars, barges, and containers are critical to the build-out of the North American energy infrastructure. During the past year, we manufactured railcars that transport frac sand, crude oil and a variety of chemicals and by-products associated with oil and gas exploration and production. Demand for large bulk storage containers for natural gas liquids, chemicals, and fertilizers has also increased. In addition, increased movement of petroleum and chemical products along the inland U.S. river system has created robust demand for tank barges.

As 2013 begins, we are well positioned with long production runs in our manufacturing businesses that serve the oil, gas and chemical markets.

Our goal during periods of strong demand is to direct our company's resources towards building large backlogs of orders. We were very successful at doing this during 2012. We are continuing to direct resources towards this goal. Historically, when we load our manufacturing facilities with long production runs, we are able to generate operating leverage and a variety of operating efficiencies. We expect this trend to continue in 2013. We will expand our manufacturing capacity when there are opportunities to obtain orders for products with sustainable demand levels that provide good returns.

We continue to enjoy strong fundamentals in the railcar leasing business. Our railcar manufacturing and leasing businesses are highly integrated, enhancing our ability to obtain orders. During strong market periods, our Leasing business creates substantial short term and long term value by originating and renewing leases with favorable terms. We are currently experiencing this in respect to railcars that serve select areas of the oil, gas and chemical markets.

The sweet spot of the Leasing business occurs during time periods when market demand for leased railcars is strong and capital market conditions are favorable. The debt markets are providing very attractive financing rates for railcars at this time, as evidenced by the debt financing we closed in December. In the past, we have been very successful raising third-party lease equity capital during strong markets. We have opportunities in this area. I am very pleased with the progress we are making with our TrinityRail operating platform and the opportunities it provides us.

From an overall company point of view, I am pleased with our portfolio of businesses and their ability to collaborate to generate earnings. Our integrated business model is working as intended and our operating business platforms are creating enrichment value through their various interactions. We are

investing resources to identify and pursue opportunities to add new businesses to our portfolio that we think will connect well with our existing platforms, help reduce the cyclicality of our earnings, generate stable cash flows, and contribute to our ability to serve our customer's needs. The acquisitions we made in the second half of 2012 are examples that fit our criteria.

As we enter into 2013, we will continue aligning our manufacturing capacity to pursue opportunities in the energy, chemical, transportation and construction industries. The resurgence in North American energy production, combined with the aging of America's infrastructure, creates demand for products that align nicely with our company's portfolio of businesses. Our solid financial performance during 2012 reflects the seasoned capabilities of our employees and the strengths of the markets we are serving. This is an exciting time for our company. I'll now turn it over to Bill.

EX-99.4

Exhibit 99.4

Trinity Industries, Inc.

Earnings Release Conference Call

Comments of William A. McWhirter II,

Senior Vice President and Group President

Construction Products, Energy Equipment and Inland Barge Groups

February 21, 2013

Thank you Tim and good morning everyone.

Our Barge business set a new record for annual revenues in 2012 and came close to surpassing the previous record for profits. I am very proud of the hard work and dedication of our people.

During the 4th quarter, profits increased year over year by 38%, after adjusting for flood-related insurance settlements in the previous year. The sequential improvement in quarterly profit of 16% was the result of favorable pricing and the mix of barge types delivered.

During the quarter, we secured $193 million in new barge orders, which brings our barge backlog to $564 million at the end of December.

The movement of petroleum and chemical products continues to create a robust market for tank barges. We now have visibility into 2014 for our tank barge facilities. Demand for our hopper barges continues to show weakness, as a result of the reduction in domestic coal usage and the poor grain harvest last season.

Many of our hopper customers currently lack a buying catalyst and remain on the sidelines. As a result, pricing and demand for Hopper Barges has weakened.

From a production perspective, we are currently enhancing one of our tank barge facilities to accommodate a few additional production slots during the latter part of 2013. We are also making plans to reposition a hopper barge facility to manufacture smaller tank barges later in the year.

Moving to our Construction Products Group:

During the 4^th quarter, this group produced an operating profit of $9.4 million. This is a $2.3 million decline from the same quarter a year ago. The decline is primarily due to a soft highway products market and continued economic uncertainty.

The new Federal Highway Bill provides a more stable environment for planning and funding of highway projects; however, budget constraints at the state level still could create a headwind for total highway funding.

In December, we announced an agreement to exchange our remaining ready-mix operations for certain aggregates operations owned by Texas Industries. This transaction, which we expect to close early in 2013, is the last in a series of steps to fully divest of our concrete business. As a result, our concrete business is considered a discontinued operation and the operating results for the business have been excluded from the segment.

In December, we also announced the $40 million acquisition of a company that manufactures trench shoring equipment used by the underground construction industry. This equipment has applications ranging from pipeline and road construction to the installation of utilities.

Both transactions are representative of our strategy to reposition the Construction Products segment so that it is aligned with products linked to the infrastructure market that have more consistent demand drivers and offer greater opportunity for improved returns.

And finally, closing with our Energy Equipment Group:

The results for this segment reflect several repositioning activities that occurred during the fourth quarter. We completed the transition of two of our wind tower facilities to support tank car manufacturing. We also converted one of the facilities recently purchased from DMI to the production of large storage containers focused on the growing energy market.

In addition, the recent extension of the Production Tax Credit for wind energy will provide a nice lift to the business segment. We do however anticipate wind tower revenue for 2013 to be lower than our 2012 results. We will continue to remain flexible and may adjust production in response to future market changes.

Overall, I continue to be pleased with the performance of our business unit teams. Our Energy Equipment and Construction Products groups work hand-in-hand to provide products for the growing U.S. and international infrastructure markets.

At this time, I will turn the presentation over to Steve.

EX-99.5

Exhibit 99.5

Trinity Industries, Inc.

Earnings Release Conference Call

Comments of D. Stephen Menzies

Senior Vice President and Group President

Rail and Railcar Leasing Groups

February 21, 2013

Thank you, Bill, Good morning .

I am very pleased with the financial results for the Rail Group and Leasing Group in the fourth quarter, and the operating momentum building in both businesses at year end.

During the fourth quarter, we delivered 4,960 railcars, in line with our expectations for the quarter. Railcar unit production increased by approximately 20% sequentially as we continued to increase our production rate following the repositioning and major line changeovers that occurred during the second half of the year. Operating profit for the Rail Group during the quarter totaled $70.7 million, resulting in a 12.4% margin, which exceeded our expectations as operating efficiency gains improved throughout the quarter. Our fourth quarter results also included previously mentioned costs associated with our repositioning.

North American railcar demand continues to be steady, driven by demand for railcars to support the oil, gas and chemical industries. We are also experiencing consistent demand for railcars to support the automotive sector. Industry orders for new railcars during the fourth quarter totaled 11,065, the 9th consecutive quarter of industry demand exceeding 10,000 railcars, an order level that is representative of a fairly healthy railcar market. This is quite impressive when considering that overall economic growth has been sluggish during the same period.

TrinityRail secured orders for 5,620 new railcars during the 4th quarter. Fourth quarter orders were primarily for tank cars, covered hoppers, and autoracks and came from railroads, industrial shippers and third-party leasing companies. Our total backlog increased to 31,990 railcars valued at an all-time high of $3.7 billion. Order inquiries continue to be strong thus far in the 1^st quarter. For the last 3 quarters, our orders have exceeded deliveries. We expect this trend to continue in the 1^st quarter.

Many of our orders extend current production of certain railcar types into late 2014 and for some into 2015. Based on our current production plans, we are projecting delivery of 20,500-22,000 new railcars during 2013. While the number of deliveries planned for 2013 is not significantly higher than 2012, the average price per railcar that we will deliver is considerably higher and reflects an improved product mix. As a result, projections for 2013 show we are on-track to meet, and possibly exceed, previously reported record revenue and profit for the Rail Group.

Our Leasing Group reported a similar level of operating profit from operations compared to the 4th quarter of 2011. This was due to revenue growth from lease fleet additions and higher lease rates offset by increases in maintenance, depreciation, and administration expenses during the quarter. We added approximately 1,000 new railcars to our wholly-owned lease fleet portfolio during the 4th quarter.

We also sold another group of leased railcars from our portfolio, as secondary market conditions remained attractive. These activities bring our total lease fleet, including TRIP, to approximately 71,455 railcars, up slightly compared to the size of the lease fleet at the end of the 3rd quarter of 2012. For the year, the lease fleet grew approximately 4%.

TrinityRail's commercial team has developed a significant competency to orginate attractive railcar leases. Our lease origination capability has attracted the interest of equity investors looking to invest in hard assets such as railcars. We continue to evaluate opportunities to originate and manage third party equity investments as a way to extend our leasing capacity and generate additional sources of income.

Lease renewal trends for railcars serving the oil, gas, and chemical markets continued to be positive due to extended backlogs and production lead times within the industry. Market conditions for these railcar types support renewals with longer lease terms at significantly higher rates. We have a further ability to reprice expiring leases transacted during the recessionary period of 2008-2010 as they come up for renewal in 2013. This positions our leasing company to achieve potentially greater returns during the next few years.  Our lease fleet utilization at the end of the fourth quarter was 98.6%. Utilization remains high, but is down slightly from the previous quarter due to weakness in railcars serving the agricultural and coal markets.

Today, we see a tremendous opportunity to grow our leasing business at a time when we are achieving excellent returns on our leased railcars.

At the end of the quarter, approximately 22% of the units in our railcar order backlog - with a total value of $835 million - were slated for customers of our leasing business.

In summary, the repositioning of our production footprint has enabled TrinityRail to meet strong railcar market demand to serve the oil, gas and chemical industries and to capitalize on attractive market opportunities through 2013 and into 2014. Now that the facility conversion phase of our repositioning is nearly complete, we will face the challenges of additional hiring. As we move through the year, we expect to operate at fairly consistent production levels, providing us the opportunity to realize additional operating efficiency improvements and further margin expansion. Our demonstrated manufacturing flexibility positions us nicely to meet continued strong demand for railcars to transport crude oil and other products related to the energy and chemical industries.

We expect to continue to see the benefits of a strong lease pricing environment and an active secondary market supporting lease portfolio sales. The railcar market and capital markets are well aligned at this time to support continued growth of our leasing footprint.

I'll now turn it over to James for his remarks.

EX-99.6

Exhibit 99.6

Trinity Industries, Inc.

Earnings Release Conference Call

Comments of James E. Perry

Senior Vice President and Chief Financial Officer

February 21, 2013

Thank you, Steve, and good morning everyone.

Yesterday, we reported strong fourth quarter and full year 2012 results, with year-over-year revenue growth of 11% and 30%, respectively, and earnings per share growth of 61% and 93%, respectively, after adjusting for one-time items in 2011. A reconciliation of adjusted earnings per share for 2011 was provided as an Exhibit in yesterday's press release, and excludes one-time flood insurance settlement items from 2011 results.

Results in both the Rail and Inland Barge Groups contributed to our strong performance during the quarter. Both of these groups benefitted from favorable product mix dynamics and outstanding execution by their operations teams. During the quarter, the Rail Group essentially completed the facility conversion phase of the repositioning of its production footprint and is now in the process of hiring employees needed to meet our production plans in those facilities. The costs associated with this repositioning totaled 4 cents per share in the quarter. We will continue to seek opportunities to leverage our manufacturing flexibility to align with growing demand for infrastructure-related products serving the energy, construction, chemical, and transportation industries.

During the fourth quarter, we reported a 34.3% effective tax rate compared to our guidance of 37%. The lower tax rate resulted from certain state income tax benefits recognized during the period. Also during the quarter, we reported an increase in corporate expenses from the same quarter a year ago due to a higher level of legal, environmental and property tax expenses.

As we announced in December, we are in the process of closing a transaction that will exchange our ready-mix concrete business for certain lightweight aggregates assets. As a result, we have moved the ready-mix concrete operations results into discontinued operations and adjusted prior periods accordingly. You will find details of the changes that were made to both the Construction Products Group and consolidated results in our 10-K that we will file later today.

During the fourth quarter, we executed a $334 million asset-backed debt transaction for our leasing company with an average life of 8 years and an historically low, blended-coupon rate of 3%. We are very pleased with the favorable terms of the transaction, which reflect both the strong market conditions and the attractiveness of our lease fleet to the capital markets.

At quarter-end, our unrestricted cash totaled $573 million. When this cash is combined with the available capacity under our credit facilities, we had more than $1.2 billion of available liquidity at the end of the quarter.

I will now discuss our outlook for 2013. For the first quarter of 2013, we expect earnings per share for the Company to be between 75 cents and 82 cents. For the full year, we expect that consolidated revenues will be relatively flat compared to 2012, but we expect earnings per share growth of 8% to 18% in 2013. This will result in full year earnings per share of between $3.45 and $3.75.

There are many variables within our portfolio of businesses that will contribute to our ability to achieve earnings growth. As a result, I will also provide annual revenue and operating profit guidance for each business segment to supplement the earnings per share guidance.

In the Rail Group, we expect 2013 revenues of between $2.4 billion and $2.6 billion with an operating margin of between 14% and 16%. We expect the Rail Group to deliver between 20,500 and 22,000 railcars in 2013, at a relatively consistent pace of deliveries throughout the year.

In our Inland Barge Group, we expect revenues of between $550 million and $580 million in 2013 with an operating margin in the range of 14% to 16%, resulting in operating profit of between $77 and $93 million for the year. While we expect to report solid results in 2013, at this time our guidance for Inland Barge represents a noticeable step-down from the strong performance reported by the group in 2012. The backlog for this business provides good visibility in the tank barge business with long production runs into 2014. However, as Bill mentioned, weaker demand persists on the dry cargo side leaving some open capacity for hopper barges in 2013. In addition, due to pricing pressures, the hopper barges currently in the backlog have lower margins than the hopper barges delivered in 2012. It is early in the year, and our barge business is highly focused on filling open production capacity.

In the Energy Equipment Group, we expect revenues of between $510 million and $540 million and an operating margin of between 8% and 10%. As Bill commented, the Production Tax Credit for the wind energy industry was extended, providing us with improved visibility in the structural wind towers business through the end of this year.

In the Construction Products Group, we expect revenues of between $515 million and $550 million in 2013 and an operating margin between 10% and 12%. As a reminder, seasonality is a factor in this business, with the second and third quarters representing the seasonal high points aligning with the construction season. Our 2013 guidance reflects the pending divestiture of our ready-mix concrete business in exchange for certain lightweight aggregates assets.

In the Leasing Group, we expect revenues from railcar leasing and management operations in 2013 of between $550 million and $580 million with an operating profit of between $250 million and $275 million. This portion of the leasing guidance excludes any revenue or profit from sales of railcars from the lease fleet, which I will address separately.

We are anticipating that revenue and deferred profit eliminations stemming from new railcar additions to the lease fleet will be higher during 2013 than in 2012.   In 2013, we anticipate the elimination of between $650 million and $700 million of revenue and between $1.00 and $1.20 of earnings per share compared to $486 million and 40 cents per share, respectively, in 2012. We expect that the railcars that are committed to our lease fleet within the Rail Group backlog will generate superior returns and annuity-like earnings for many years. Trading reductions in short-term earnings for a premium stream of long-term, sustainable earnings is an important element of our strategy to reduce the cyclicality of Trinity's earnings and increase shareholder return on invested capital.

We will continue to sell railcars from our lease fleet into the secondary market in 2013. Our annual guidance includes 20 cents to 25 cents per share of profit from railcar sales compared to 46 cents per share in 2012. The exact timing of transactions is difficult to predict and we will update you on our activities throughout the year.

As a result of our planned new railcar additions to the lease fleet and expected level of sales of railcars from the lease fleet, we plan to make a net investment in the lease fleet of approximately $350 million to $400 million in 2013.

In addition to investing our own capital for railcar leases, we have previously been successful in attracting external capital from both debt and equity investors. Strong debt investor appetite for leased railcar assets is illustrated by the attractive financing we completed in December. Equity investor appetite for leased

railcars is also strong and can provide us with more capacity to grow our lease fleet. We are exploring opportunities in this area and will update you in the future on any progress that we make.

Before concluding my guidance remarks, I will now provide additional guidance for a few remaining items.

Full-year manufacturing and corporate capital expenditures for 2013 are expected to be between $160 and $195 million. During 2013, we expect our Corporate expenses will be in the range of $60 million to $70 million, and we expect a tax rate of 36% to 38% during the year.

And finally, our earnings guidance is based on a full-year weighted average share count of 77 million shares for purposes of calculating fully diluted EPS. As a reminder, we are required to report EPS using the two-class method of accounting, the result of which reduces net income attributable to shareholders by a small percentage each year.

Our results during 2013 will be influenced by multiple factors, including: the amount of operating leverage and efficiencies that our manufacturing businesses can achieve; the level of sales of railcars from the leasing portfolio; the amount of profit eliminations from railcar additions to the lease fleet; and the impact of weather conditions on our Construction Products businesses.

We are pleased with our performance in 2012 as our employees met the many challenges and opportunities presented to Trinity during the year. In 2013, we are confident that they will perform well again, and we look forward to reporting our results with you during the year.

Our operator will now prepare us for the question and answer session.

-- Q&A Session --