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): April 30, 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 April 30, 2013, announcing operating results for the three month period ended March 31, 2013, a copy of which is furnished as exhibit 99.1 and incorporated herein by reference. On May 1, 2013, the Registrant held a conference call and web cast with respect to its financial results for the three month period ended March 31, 2013. 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 April 30, 2013 with respect to the operating results for the three month period ended March 31, 2013.

99.2 Conference call script of May 1, 2013 of Gail M. Peck, Vice President and Treasurer.

99.3 Conference call script of May 1, 2013 of Timothy R. Wallace, Chairman, Chief Executive Officer, and President.

99.4 Conference call script of May 1, 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 May 1, 2013 of D. Stephen Menzies, Senior Vice President and Group President of the Rail and Railcar Leasing Groups.

99.6 Conference call script of May 1, 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.
May 1, 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 April 30, 2013 with respect to the operating results for the three month period ended March 31, 2013
99.2	Conference call script of May 1, 2013 of Gail M. Peck, Vice President and Treasurer
99.3	Conference call script of May 1, 2013 of Timothy R. Wallace, Chairman, Chief Executive Officer, and President.
99.4	Conference call script of May 1, 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 May 1, 2013 of D. Stephen Menzies, Senior Vice President and Group President of the Rail and Railcar Leasing Groups.
99.6	Conference call script of May 1, 2013 of James E. Perry, Senior Vice President and Chief Financial Officer.

EX-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 First Quarter 2013 Results and Record New Railcar Orders of $2.0 Billion

DALLAS, Texas - April 30, 2013 - Trinity Industries, Inc. (NYSE:TRN) today announced earnings results for the first quarter ended March 31, 2013, including the following significant highlights:

• First quarter total earnings per share of $0.99, including $0.08 per share of earnings from discontinued operations resulting from the completed exchange of the Company's remaining ready-mix assets for certain light weight aggregates assets during the quarter

• First quarter earnings per share from continuing operations of $0.91, a 38% increase year-over- year

• Rail Group orders for 14,505 new railcars during the first quarter, increasing the backlog to a record 41,265 units with a record value of $5.1 billion

• Energy Equipment Group orders of $48 million structural wind towers during the first quarter

• Available liquidity at the end of the first quarter of nearly $1.1 billion

Trinity Industries, Inc. reported net income attributable to Trinity stockholders of $79.1 million, or $0.99 per common diluted share, for the first quarter ended March 31, 2013. The Company reported net income from continuing operations of $72.2 million, or $0.91 per common diluted share, for the first quarter. Net income from continuing operations for the same quarter of 2012 was $52.4 million, or $0.66 per common diluted share. Current year net income from discontinued operations totaled $6.6 million, or $0.08 per common diluted share, including a $7.0 million after-tax gain on the sale of the Company's remaining ready-mix operations. Prior year first quarter results benefitted from a lower effective tax rate of 32.9% due to the settlement of certain tax audits.

Revenues for the first quarter of 2013 increased 4% to $932.9 million compared to revenues of $896.2 million for the same quarter of 2012. The Company reported an operating profit of $159.5 million in the first quarter of 2013, a 30% increase compared to an operating profit of $122.7 million for the same quarter last year.

“I am pleased with our strong financial results for the first quarter,” said Timothy R. Wallace, Trinity's Chairman, CEO and President. “Our performance was positively impacted by our ability to align our manufacturing capacity with the strong demand for our products that serve the oil, gas, and chemical industries. Our employees are doing an outstanding job of converting production capacity to meet customer needs for products that support these industries. Demand for railcars that serve the oil, gas, and chemical industries in North America surged during the first quarter contributing to a record backlog for the Rail Group of $5.1 billion. We achieved additional operating efficiencies during the quarter, most noticeably in the Rail Group. Our Energy Equipment Group continued to show solid improvement during the first quarter as our wind towers facilities operated at more efficient levels than last year.”

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Business Group Results

In the first quarter of 2013, the Rail Group reported revenues of $625.5 million and an operating profit of $102.9 million, an increase compared to the first quarter of 2012 of 34% and 157%, respectively. The Rail Group shipped 5,230 railcars and received orders for 14,505 railcars during the first quarter. The Rail Group backlog increased to a record $5.1 billion at March 31, 2013, representing a record 41,265 railcars, compared to a backlog of $3.7 billion as of December 31, 2012, representing 31,990 railcars.

During the first quarter of 2013, the Railcar Leasing and Management Services Group reported leasing and management revenues of $134.3 million compared to $127.4 million in the first quarter of 2012 due to continued growth in the lease fleet and higher rental rates. In addition, the Group recognized revenue of $0.1 million from sales of railcars from the lease fleet owned for less than a year during the first quarter compared to $14.9 million in the first quarter of 2012. Proceeds from the sale of railcars from the lease fleet owned for more than a year at the time of sale are not included in revenue and totaled $30.6 million in the first quarter of 2013 and $26.5 million in the first quarter of 2012. Operating profit for this Group was $61.6 million for the first quarter of 2013 compared to operating profit of $66.5 million during the first quarter of 2012. Included in the operating results for the first quarter of 2013 was $6.8 million of profit from railcar sales totaling $30.7 million compared to $6.6 million of profit from railcar sales totaling $41.4 million for the same period last year. Operating profit decreased for the three months ended March 31, 2013 compared to the same period last year primarily due to higher maintenance and selling, engineering and administrative expenses.

The Inland Barge Group reported revenues of $147.4 million compared to revenues of $169.4 million in the first quarter of 2012. Operating profit for this Group was $24.3 million in the first quarter of 2013 compared to $30.0 million in the first quarter of 2012.The decrease in revenues and operating profit was due to lower volumes for hopper barges during the quarter. Prior year operatingprofit included a $3.4 million net gain from the sale of leased barges to third parties. During the first quarter of 2013, the Inland Barge Group received orders of $66 million, and as of March 31, 2013 had a backlog of $483 million compared to a backlog of $564 million as of December 31, 2012.

The Energy Equipment Group reported revenues of $154.7 million in the first quarter of 2013 compared to revenues of $125.0 million in the same quarter of 2012. Revenues increased compared to the same period in 2012 due to increased demand for large container vessels and higher structural wind tower shipments related to improved market demand. Operating profit for the first quarter of 2013 increased to $14.9 million compared to a loss of $3.8 million in the same quarter last year due to manufacturing challenges that negatively impacted the Group's 2012 results. The Company received orders for $48 million of structural wind towers during the quarter, resulting in a backlog for structural wind towers as of March 31, 2013 of $671 million compared to $680 million as of December 31, 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.

Revenues in the Construction Products Group were $103.8 million in the first quarter of 2013 compared to revenues of $125.9 million in the first quarter of 2012. The Group recorded an operating profit of $7.7 million in the first quarter of 2013 compared to an operating profit of $11.1 million in the first quarter of 2012. The decline in revenues and operating profit for the first quarter of 2013 compared to the same period in 2012 was primarily due to softer pricing and lower volumes in our Highway Products business attributable to lower demand and unfavorable weather conditions offset partially by higher volumes in our Aggregates business and in other product lines as a result of an acquisition in December 2012. In March 2013, the Company completed the sale of its remaining ready-mix concrete operations which have been historically reported as a component of the Construction Products Group. This divestiture is considered a discontinued

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operation and, accordingly, the effects of its operations have been excluded from the Construction Products Group for financial reporting purposes.

At March 31, 2013, the Company had cash and marketable securities of $420.4 million. When combined with capacity under committed credit facilities, the Company had approximately $1.1 billion of available liquidity at the end of the first quarter.

Earnings Outlook

The Company's earnings guidance for the second quarter of 2013 is between $0.88 and $0.95 per common diluted share compared to $0.84 per common diluted share in the second quarter of 2012. For the full year of 2013, the Company anticipates total earnings per common diluted share, including the effects of discontinued operations, of between $3.80 and $4.05 compared to full year earnings per common diluted share of $3.19 in 2012. Results for the second 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 and profitability of railcars; the amount of profit eliminations due to railcar additions to the Leasing Group; and the impact of weather conditions.

Conference Call

Trinity will hold a conference call at 11:00 a.m. Eastern on May 1, 2013 to discuss its first quarter results. To listen to the call, please visit the Investor Relations section of the Trinity Industries website, www.trin.net. An audio replay may be accessed through the Company's website or by dialing (402) 220-0116 until 11:59 p.m. Eastern on May 8, 2013.

Trinity Industries, Inc., headquartered in Dallas, Texas, is a diversified industrial company that owns market-leading businesses which provide products and services to the energy, transportation, chemical 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 March 31,
	2013			2012
Revenues	$	932.9		$	896.2
Operating costs:
Cost of revenues	711.1			730.2
Selling, engineering, and administrative expenses	69.0			50.7
(Gain)/loss on disposition of property, plant, and equipment:
Net gains on lease fleet sales	(6.8		)	(3.7		)
Other	0.1			(3.7		)
	773.4			773.5
Operating profit	159.5			122.7
Interest expense, net	48.8			47.5
Other (income) expense	(2.7		)	(2.9		)
Income before income taxes	113.4			78.1
Provision for income taxes	41.2			25.7
Net income from continuing operations	72.2			52.4
Net gain on sale of discontinued operations	7.0			—
Net income (loss) from discontinued operations	(0.4		)	(0.1		)
Net income	78.8			52.3
Net income (loss) attributable to noncontrolling interest	(0.3		)	(0.6		)
Net income attributable to Trinity Industries, Inc.	$	79.1		$	52.9
Net income attributable to Trinity Industries, Inc. per common share:
Basic
Continuing operations	$	0.91		$	0.66
Discontinued operations	0.08			—
	$	0.99		$	0.66
Diluted
Continuing operations	$	0.91		$	0.66
Discontinued operations	0.08			—
	$	0.99		$	0.66
Weighted average number of shares outstanding:
Basic	76.9			77.8
Diluted	77.0			78.1

Proceeds from the sales of railcars from the lease fleet owned more than one year at the time of sale were $30.6 million and $26.5 million for the three months ended March 31, 2013 and 2012, respectively.Operating profit from sales of railcars owned one year or less at the time of sale was $0.0 million and $2.9 million for the three months ended March 31, 2013 and 2012, respectively. Amounts previously reported have been adjusted to exclude discontinued operations resulting from the sale of the Company's ready-mix concrete operations.

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Trinity Industries, Inc.

Condensed Segment Data

(in millions)

(unaudited)

	Three Months Ended March 31,
Revenues:	2013			2012
Rail Group	$	625.5		$	467.1
Construction Products Group	103.8			125.9
Inland Barge Group	147.4			169.4
Energy Equipment Group	154.7			125.0
Railcar Leasing and Management Services Group	134.4			142.3
All Other	19.3			15.7
Eliminations - lease subsidiary	(198.0		)	(122.6		)
Eliminations - other	(54.2		)	(26.6		)
Consolidated Total	$	932.9		$	896.2
	Three Months Ended March 31,
Operating profit (loss):	2013			2012
Rail Group	$	102.9		$	40.1
Construction Products Group	7.7			11.1
Inland Barge Group	24.3			30.0
Energy Equipment Group	14.9			(3.8		)
Railcar Leasing and Management Services Group	61.6			66.5
All Other	(2.6		)	1.2
Corporate	(16.6		)	(11.6		)
Eliminations - lease subsidiary	(32.4		)	(10.9		)
Eliminations - other	(0.3		)	0.1
Consolidated Total	$	159.5		$	122.7

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

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Trinity Industries, Inc.

Condensed Consolidated Balance Sheets

(in millions)

(unaudited)

	March 31, 2013		December 31, 2012
Cash and cash equivalents	$	360.5	$	573.0
Short-term marketable securities	59.9		—
Receivables, net of allowance	414.2		390.0
Inventories	718.9		667.7
Restricted cash	215.3		223.2
Net property, plant, and equipment	4,462.0		4,299.0
Goodwill	244.5		240.4
Assets held for sale and discontinued operations	—		27.9
Other assets	248.4		248.7
	$	6,723.7	$	6,669.9
Accounts payable	$	200.0	$	188.2
Accrued liabilities	606.8		583.1
Debt, net of unamortized discount of $84.2 and $87.5	2,974.8		3,055.0
Deferred income	43.5		44.5
Deferred income taxes	617.5		572.4
Liabilities held for sale and discontinued operations	—		3.7
Other liabilities	89.9		85.4
Stockholders' equity	2,191.2		2,137.6
	$	6,723.7	$	6,669.9

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Trinity Industries, Inc.

Additional Balance Sheet Information

(in millions)

(unaudited)

	March 31, 2013			December 31, 2012
Property, Plant, and Equipment
Corporate/Manufacturing:
Property, plant, and equipment	$	1,328.6		$	1,260.1
Accumulated depreciation	(738.1		)	(720.8		)
	590.5			539.3
Leasing:
Wholly-owned subsidiaries:
Machinery and other	9.7			9.6
Equipment on lease	3,831.2			3,662.6
Accumulated depreciation	(492.1		)	(468.4		)
	3,348.8			3,203.8
Partially-owned subsidiary:
Equipment on lease	1,272.5			1,272.4
Accumulated depreciation	(162.4		)	(153.8		)
	1,110.1			1,118.6
Net deferred profit on railcars sold to the Leasing Group:
Sold to wholly-owned subsidiaries	(408.1		)	(381.8		)
Sold to partially-owned subsidiary	(179.3		)	(180.9		)
	(587.4		)	(562.7		)
	$	4,462.0		$	4,299.0
Leasing portfolio information:
Portfolio size (number of railcars):
Wholly-owned subsidiaries	58,320			57,000
Partially-owned subsidiary	14,455			14,455
Total fleet	72,775			71,455
Portfolio utilization:
Wholly-owned subsidiaries	98.2		%	98.4		%
Partially-owned subsidiary	99.1		%	99.2		%
Total fleet	98.4		%	98.6		%

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Trinity Industries, Inc.

Additional Balance Sheet Information

(in millions)

(unaudited)

	March 31, 2013			December 31, 2012
Debt
Corporate/Manufacturing - Recourse:
Revolving credit facility	$	—		$	—
Convertible subordinated notes	450.0			450.0
Less: unamortized discount	(84.2		)	(87.5		)
	365.8			362.5
Other	1.1			1.2
	366.9			363.7
Leasing:
Wholly-owned subsidiaries:
Recourse:
Capital lease obligations	45.1			45.8
Term loan	—			48.6
	45.1			94.4
Non-recourse:
Secured railcar equipment notes	1,127.9			1,140.3
Warehouse facility	167.9			173.6
Promissory notes	418.2			424.1
	1,714.0			1,738.0
Partially-owned subsidiary - 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	787.6			797.7
	848.8			858.9
	$	2,974.8		$	3,055.0

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Trinity Industries, Inc.

Additional Balance Sheet Information

(in millions)

(unaudited)

	March 31, 2013			December 31, 2012
Leasing Debt Summary
Total Recourse Debt	$	45.1		$	94.4
Total Non-Recourse Debt(1)	2,562.8			2,596.9
	$	2,607.9		$	2,691.3
Total Leasing Debt
Wholly-owned subsidiaries	$	1,759.1		$	1,832.4
Partially-owned subsidiary(1)	848.8			858.9
	$	2,607.9		$	2,691.3
Equipment on Lease(2)
Wholly-owned subsidiaries	$	3,348.8		$	3,203.8
Partially-owned subsidiary	1,110.1			1,118.6
	$	4,458.9		$	4,322.4
Total Leasing Debt as a % of Equipment on Lease
Wholly-owned subsidiaries	52.5		%	57.2		%
Partially-owned subsidiary	76.5		%	76.8		%
Combined	58.5		%	62.3		%

(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.

9

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 sale of the Company's ready-mix concrete operations.

	Three Months Ended March 31, 2013						Three Months Ended March 31, 2012
	Income (Loss)			Average Shares	EPS		Income (Loss)			Average Shares	EPS
Net income from continuing operations	$	72.2					$	52.4
Less: net income (loss) from continuing operations attributable to noncontrolling interest	(0.3		)				(0.6		)
Net income from continuing operations attributable to Trinity Industries, Inc.	72.5						53.0
Unvested restricted share participation	(2.3		)				(1.7		)
Net income from continuing operations attributable to Trinity Industries, Inc. - basic	70.2			76.9	$	0.91	51.3			77.8	$	0.66
Effect of dilutive securities:    Stock options	—			0.1			—			0.3
Net income from continuing operations attributable to Trinity Industries, Inc. - diluted	$	70.2		77.0	$	0.91	$	51.3		78.1	$	0.66
Net income (loss) from discontinued operations, net of taxes	$	6.6					$	(0.1	)
Unvested restricted share participation	(0.2		)				—
Net income (loss) from discontinued operations, net of taxes - basic	6.4			76.9	$	0.08	(0.1		)	77.8	$	—
Effect of dilutive securities:    Stock options	—			0.1			—			0.3
Net income (loss) from discontinued operations, net of taxes - diluted	$	6.4		77.0	$	0.08	$	(0.1	)	78.1	$	—

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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 March 31,
	2013		2012
Net income from continuing operations	$	72.2	$	52.4
Add:
Interest expense	49.2		47.9
Provision for income taxes	41.2		25.7
Depreciation and amortization expense	50.0		47.6
Earnings from continuing operations before interest expense, income taxes, and depreciation and amortization expense	$	212.6	$	173.6

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

- END -

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EX-99.2

Exhibit 99.2

Trinity Industries, Inc.

Earnings Release Conference Call

Comments of Gail M. Peck

Vice President and Treasurer

May 1, 2013

Thank you, Kevin. Good morning everyone. Welcome to the Trinity Industries' first quarter 2013 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 May 8, 2013. The access number is (402) 220-0116. 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

May 1, 2013

Thank you, Gail and good morning everyone.

I am pleased with our strong financial results for the first quarter. Our performance was positively impacted by our ability to align our manufacturing capacity with the strong demand for our products that serve the oil, gas, and chemical industries. Our businesses are doing an outstanding job of converting production capacity to meet customer needs for products that support these industries. I am very pleased at how well our manufacturing operations are improving their operating efficiencies while at the same time shifting product mix and training new employees. This is a major accomplishment.

Demand for railroad tank cars and tank barges that support the movement of crude oil remains strong, as well as demand for large storage containers. We continue to review options for expanding our existing manufacturing capacity to serve markets with strong demand.

TrinityRail's integrated railcar manufacturing and railcar leasing platform had a great first quarter. Demand for railcars that serve the oil, gas, and chemicals industries in North America surged during the first quarter, contributing to a record backlog for the Rail Group of $5.1 billion.

We are continuing to pursue opportunities with third-party equity investors who are interested in ownership of leased railcars. A number of high quality institutional investors are currently expressing strong interest. We are focused on expanding our options for financing the growth of our railcar leasing and management services businesses. I am optimistic regarding our potential in this area.

In March, we closed the previously announced agreement to acquire certain light weight aggregates operations from Texas Industries in exchange for our remaining ready mix concrete operations. This transaction creates opportunity for higher returns within our Construction Products Group.

I am pleased with the utilization we are obtaining from the manufacturing facilities in the United States that we acquired last year from DMI. The timing of this transaction fit real well with the surge in demand for certain products. We continue to devote resources towards identifying and pursuing additional businesses that provide products that align with our manufacturing platforms. We are confident we will continue to have additional acquisition opportunities from our pipeline of prospects.

In closing, our solid financial performance and the orders we obtained for products during the first quarter reflect the capabilities of our employees and the strengths of the markets we serve. The demand for products in several of these markets aligns very well with our manufacturing businesses. This is an exciting time for our company. I am proud of the significant progress we are making toward achieving our vision to become a premier diversified industrial 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

May 1, 2013

Thank you Tim and good morning everyone.

Our Energy Equipment Group's revenues increased approximately 24% year-over-year due to increased shipments of large containers and structural wind towers. The group reported an operating profit of $14.9 million and a margin of 9.6%, which is its best performance in more than two years.

During the quarter, we received $48 million in new structural wind tower orders. The extension of the Production Tax Credit, as well as the recent clarification of Federal guidelines for receiving the credit, is giving a nice lift to the wind tower industry. Our current backlog provides us some visibility into 2014. With respect to our production capacity, we have some flexibility and are prepared to adjust if necessary in response to future market changes.

After the close of the quarter, we announced the acquisition of the assets of Formet, a manufacturer of utility transmission structures and highway products headquartered in Monterrey, Mexico.

The Formet acquisition broadens our product portfolio within the Utility Structures business and enhances our manufacturing footprint in Mexico. The acquisition is consistent with Trinity's vision to become a premier, diversified industrial company.

Our Construction Products Group generated an operating profit of $7.7 million during the first quarter compared to $11.1 million during the same quarter a year ago. Poor weather conditions combined with a soft highway products market resulted in a decline in revenue from last year. While the sequestration does not directly affect the Federal Highway Bill, it does create pressure on many states' ability to fund highway projects.

In March, we completed the exchange of our remaining ready-mix concrete business for certain light weight aggregates operations owned by TXI. This transaction is a key part of our strategy to reposition the Construction Products segment to align with products that have more consistent demand drivers and offer greater opportunity for improved returns.

Turning to our Inland Barge Group:

The group experienced a year-over-year decline in both revenue and profits resulting from fewer hopper barge deliveries in the first quarter of this year compared to last year. As a reminder, segment profit during the first quarter of last year included a gain of $3.4 million from the sale of leased barges to third parties. As a result, on an adjusted basis, the operating margin for our barge business improved year-over-year to 16.5% from 15.7%.

During the quarter, we secured $66 million in new barge orders, bringing our backlog to $483 million at the end of March. The movement of petroleum and chemical products continues to create a strong market for tank barges.

Our tank barge facilities now have visibility well into 2014. On our last call, we announced that we were enhancing one of our tank barge facilities to accommodate a few additional production slots. We expect those improvements to be completed by the end of summer. In addition, we plan to reposition a hopper barge facility to manufacture smaller tank barges later in the year.

Demand for hopper barges continues to show weakness, as many of our customers are experiencing low utilization levels from the reduction in coal and grain movements.

Overall, I am pleased with the performance of our business unit teams. The Inland Barge Group is performing well despite mixed demand conditions. Our Energy Equipment and Construction Products groups are working hand-in-hand to provide products for the aging North America 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

May 1, 2013

Thank you, Bill, good morning!

The operational and financial performance of the Rail Group in the first quarter resulted in a number of major accomplishments. We recorded our highest ever operating profit and operating margin during the quarter. The Group also set new records for backlog, both in units and dollar value, and booked the largest order value quarter in TrinityRail history. I am very pleased with these significant accomplishments.

North American railcar demand surged during the first quarter. Strong railcar demand continues to be driven by demand for railcars to support the oil, gas and chemicals industries. We are also seeing steady demand for auto racks and rising demand for small covered hoppers to serve the sand and construction industries. Industry orders for new railcars totaled 23,900 during the first quarter, of which TrinityRail secured orders for 14,505 new railcars with a record value of $2.0 billion. First quarter orders were primarily for tank cars, covered hoppers, and auto racks and came from railroads, industrial shippers and third-party leasing companies. Our total backlog increased to 41,265 railcars valued at a record $5.1 billion of firm, non-cancellable orders. Many of our orders extend current production of certain railcar types into 2015 and 2016.

During the first quarter, we delivered 5,230 railcars, on pace with our annual delivery guidance of 20,500 - 22,000 railcars for 2013. Operating profit for the Rail Group during the quarter totaled $103 million, resulting in a 16.5% margin, both new records for the segment. Operating efficiencies significantly improved throughout the quarter as we began to see the benefits of stable production and a more experienced work force. While I expect a long term trend of improvement in operating efficiencies, we have several line changeovers planned in the second quarter which may present headwinds for margins in the near term.

Our Leasing Group continues to generate strong returns and contribute steady cash flows to the Company. Operating profit from operations decreased compared to the 1st quarter of 2012 as lease fleet additions and higher lease rates were offset by increases in maintenance expenses during the quarter. The timing of maintenance expenses can be uneven and difficult to forecast. In the long term, maintenance expenses may increase as a percent of revenue, compared to historic levels, as the lease fleet ages and the costs of increased regulatory testing are incurred.

Lease renewal trends for railcars serving the oil, gas, and chemicals industries continued to be positive during the quarter as railcar order backlogs and production lead times remain extended. Market conditions for railcars serving those markets supported improved lease terms and lease rates for first quarter lease renewals. Our lease fleet utilization at the end of the first quarter was 98.4%, down slightly from the previous quarter due to continued softness in the coal and agricultural markets.

During the first quarter, we added approximately 1,695 new railcars to our wholly-owned lease fleet portfolio. The total lease portfolio, including TRIP, now stands at approximately 72,775 railcars, an increase of 4% year-over-year. At the end of the quarter, approximately 18% of the units in our railcar order backlog - with a total value of $906 million - were slated for customers of our leasing business.

Secondary market conditions remained attractive for lease portfolio sales, sustaining the opportunity to strategically manage our portfolio of railcars and return value to shareholders. We did complete several railcar sale transactions during the quarter.

In closing, I am pleased with how our team responded to the challenge to transition production to railcars in support of the oil, gas, and chemicals industries. Our manufacturing flexibility positions us to meet demand while earning strong returns from extended production runs. Our record backlog is an indication of our ability to quickly adjust to meet strong demand conditions and service our customers' needs. We expect to continue seeing the benefits of a favorable lease pricing environment and an active secondary market supporting lease portfolio sales. And we are solidly positioned to take advantage of the well-aligned railcar and capital markets 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

May 1, 2013

Thank you, Steve and good morning everyone.

Yesterday, we reported strong first quarter results with growth in total earnings per share of 50% over last year, resulting in the most profitable first quarter in Trinity's history. The results were driven by the strong performance of our Rail Group, primarily as a result of better than expected efficiencies during the quarter, and a solid improvement in Energy Equipment Group profitability.

During the first quarter, we closed the previously announced transaction with TXI, exchanging our remaining ready-mix concrete business for certain lightweight aggregates assets. The Company booked net income from discontinued operations of $6.6 million during the first quarter, or $0.08 per share as a result of the transaction, including a $7.0 million after-tax gain on the sale. This gain was not included in our prior earnings guidance.

At quarter-end, our unrestricted cash and marketable securities totaled $420 million. When this is combined with the unused capacity under our committed credit facilities, we had approximately $1.1 billion of available liquidity at the end of the quarter. Capital allocations during the quarter included approximately $161 million in net leasing and manufacturing capital expenditures, $9 million in cash used for acquisitions, and $84 million in debt payments, including $49 million related to the early retirement of a 6 7/8% secured Leasing term loan.

I will now discuss our updated outlook for 2013, including our annual guidance for each business segment.

For the second quarter of 2013, we expect total earnings per share for the Company to be between 88 cents and 95 cents. For the full year, we now expect total earnings per share of between $3.80 and $4.05, including the effects of discontinued operations. We do not anticipate any additional impact from discontinued operations during the remainder of the year.

For the Rail Group, we now expect 2013 revenues of between $2.5 billion and $2.7 billion. We continue to expect the Rail Group to deliver between 20,500 and 22,000 railcars in 2013, at a relatively consistent pace throughout the year. During the second quarter, we will conduct several line changeovers in our railcar operations which may reduce our margins during the quarter. Despite the near-term headwind, we expect an annual operating margin of between 15% and 17% for Rail Group.

In our Inland Barge Group, we expect annual revenues of between $555 million and $580 million in 2013 with an operating margin in the range of 14% to 16%.As a reminder, the hopper barges currently in the backlog have lower margins than the hopper barges delivered in 2012, somewhat offsetting the strong fundamentals we are seeing in the tank barge market.

In the Energy Equipment Group, we now expect 2013 revenues of between $580 million and $600 million and an operating margin of between 8.5% and 10.5%. This improved guidance is the result of strong demand in our tank containers business, and an uptick in demand for structural wind towers as a result of

the recently clarified federal guidelines for receiving the Production Tax Credit. The new tax credit provides the industry with much needed visibility and the opportunity to advance new projects.

In the Construction Products Group, we expect annual revenues of between $515 million and $540 million in 2013 and an operating margin of between 9.5% and 11.5%. As a reminder, seasonality is a factor in this business segment's results. The second and third quarters are usually the high points of the construction season. Our 2013 guidance reflects the recent acquisition of lightweight aggregates from TXI.

In the Leasing Group, we expect 2013 revenues from railcar leasing and management operations of between $560 million and $580 million with an operating profit of between $250 million and $275 million. This portion of the leasing guidance excludes potential revenue and profit from sales of railcars from the lease fleet. We now anticipate revenue and deferred profit eliminations from new railcar additions to the lease fleet will be between $800 million and $850 million of revenue and between $135 million and $160 million of operating profit. An important element of our overall strategy is to reduce the cyclicality of Trinity's earnings and increase shareholder return on invested capital. Deferring profits now to achieve a premium stream of long-term, sustainable earnings is a component of this strategy.

Our annual guidance also includes $20 million to $25 million of operating profit from railcar sales from the lease fleet. Secondary market conditions for sales of leased railcars remain attractive at this time. The exact timing of future transactions is difficult to predict, and we will update you on our activities throughout the year. As a result of higher new railcar additions to the lease fleet, we now plan to make a net investment in the lease fleet of approximately $530 million to $580 million in 2013, after taking into account the expected level of railcar sales.

The ramp up in employment due to increased volumes in our businesses has caused our SE&A expense to increase. Contributing to the first quarter increase in SE&A were certain legal and consulting costs, as well as higher compensation accruals due to better financial performance and expectations. For the full-year, we expect SE&A to be between 6.5% and 7.5% of revenues. This level of SE&A is incorporated in the annual business segment guidance I have provided.

Full-year manufacturing and corporate capital expenditures for 2013 are expected to be between $160 million and $190 million. We expect Corporate expenses to be in the range of $65 million to $70 million for the year, and we expect a tax rate of 36% to 38% during the remainder of the year.

Our guidance uses 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 from which is estimated to reduce EPS attributable to Trinity by approximately 12 cents per share for the full year 2013, compared to calculating Trinity's EPS directly from the face of the income statement. This is included in our EPS guidance.

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 and profitability of railcars; the amount of profit eliminations due to railcar additions to the Leasing Group; and the impact of weather conditions on our businesses.

In summary, our employees are diligently meeting the many opportunities and challenges presented to them. In 2013, we expect to improve profitability and deliver strong year-over-year earnings per share growth of 19% to 27%, while total net revenues increase at a more moderate pace. This is a direct result of the hard work of our employees to achieve operating leverage and efficiencies from our long production

runs. We are very pleased with our first quarter results and look forward to building on the quarter's performance during the rest of this year.

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

-- Q&A Session --