10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)
þ	QUARTERLY REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2013

	OR
¨	TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________ .

Commission File Number 1-6903

Trinity Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	75-0225040
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
2525 Stemmons Freeway, Dallas, Texas	75207-2401
(Address of principal executive offices)	(Zip Code)

(214) 631-4420

(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports requiredto be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the Registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.  Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and postedon its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T(§ 232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit and post suchfiles).  Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, or a smaller reporting company. See thedefinitions of “large accelerated filer,” “accelerated filer” and “smaller reportingcompany” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þAccelerated filer ¨ Non-accelerated filer ¨Smaller reporting company ¨

(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shellcompany (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨ No þ

At July 15, 2013 the number of shares of common stock outstanding was 78,607,049.

1

TRINITY INDUSTRIES, INC.

FORM 10-Q

TABLE OF CONTENTS

Caption	Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements	3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3. Quantitative and Qualitative Disclosures About Market Risk	46
Item 4. Controls and Procedures	46
PART II OTHER INFORMATION
Item 1. Legal Proceedings	47
Item 1A. Risk Factors	47
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3. Defaults Upon Senior Securities	47
Item 4. Mine Safety Disclosures	47
Item 5. Other Information	47
Item 6. Exhibits	48
SIGNATURES	49
CERTIFICATIONS

2

PART I

Item 1. Financial Statements

Trinity Industries, Inc. and Subsidiaries

Consolidated Statements of Operations

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(in millions, except per share data)
Revenues:
Manufacturing	$	896.5		$	803.2		$	1,695.0		$	1,557.3
Leasing	169.6			192.3			304.0			334.4
	1,066.1			995.5			1,999.0			1,891.7
Operating costs:
Cost of revenues:
Manufacturing	726.0			680.2			1,367.2			1,337.0
Leasing	86.2			112.1			156.1			185.5
	812.2			792.3			1,523.3			1,522.5
Selling, engineering, and administrative expenses:
Manufacturing	47.1			36.1			89.8			69.4
Leasing	8.9			7.3			18.6			13.4
Other	15.5			9.6			32.1			20.9
	71.5			53.0			140.5			103.7
Gains (losses) on disposition of property, plant, and equipment:
Net gains on railcar lease fleet sales	1.2			1.6			8.0			5.3
Other	(0.2		)	0.7			(0.3		)	4.4
	1.0			2.3			7.7			9.7
Total operating profit	183.4			152.5			342.9			275.2
Other (income) expense:
Interest income	(0.4		)	(0.4		)	(0.8		)	(0.8		)
Interest expense	46.5			47.9			95.7			95.8
Other, net	0.9			(0.1		)	(1.8		)	(3.0		)
	47.0			47.4			93.1			92.0
Income from continuing operations before income taxes	136.4			105.1			249.8			183.2
Provision for income taxes	47.2			39.0			88.4			64.7
Net income from continuing operations	89.2			66.1			161.4			118.5
Discontinued operations:
Gain on sale of discontinued operations, net of provision for income taxes of $-, $-, $5.4 and $-	0.1			—			7.1			—
Income (loss) from discontinued operations, net of provision (benefit) for income taxes of $(0.5), $0.9, $(0.8) and $0.8	(1.1		)	1.4			(1.5		)	1.3
Net income	88.2			67.5			167.0			119.8
Net income (loss) attributable to noncontrolling interest	4.2			(0.3		)	3.9			(0.9		)
Net income attributable to Trinity Industries, Inc.	$	84.0		$	67.8		$	163.1		$	120.7
Net income attributable to Trinity Industries, Inc. per common share:
Basic:
Continuing operations	$	1.07		$	0.82		$	1.98		$	1.49
Discontinued operations	(0.01		)	0.02			0.07			0.01
	$	1.06		$	0.84		$	2.05		$	1.50
Diluted:
Continuing operations	$	1.07		$	0.82		$	1.98		$	1.49
Discontinued operations	(0.01		)	0.02			0.07			0.01
	$	1.06		$	0.84		$	2.05		$	1.50
Weighted average number of shares outstanding:
Basic	77.0			77.7			77.0			77.7
Diluted	77.1			77.9			77.1			77.9
Dividends declared per common share	$	0.13		$	0.11		$	0.24		$	0.20

See accompanying notes to consolidated financial statements.

3

Trinity Industries, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(unaudited)

	Three Months Ended June 30,					Six Months Ended June 30,
	2013		2012			2013		2012
	(in millions)
Net income	$	88.2	$	67.5		$	167.0	$	119.8
Other comprehensive income (loss):
Unrealized losses on derivative financial instruments:
Unrealized gains arising during the period, net of tax expense (benefit) of $(0.1), $-, $0.4 and $1.1	1.5		0.3			0.8		1.9
Reclassification adjustments for losses included in net income, net of tax benefit of $2.0, $0.9, $4.8 and $1.9	4.7		1.3			9.3		2.6
Currency translation adjustment - reclassification adjustment for losses included in net income, net of tax benefit of $-, $0.4, $- and $0.4	—		0.7			—		0.7
Net actuarial losses of defined benefit plans:
Amortization of net actuarial losses, net of tax benefit of $0.5, $0.4, $1.0 and $0.7	0.8		0.5			1.5		1.1
	7.0		2.8			11.6		6.3
Comprehensive income	95.2		70.3			178.6		126.1
Less: comprehensive income (loss) attributable to noncontrolling interest	5.9		(0.1		)	6.3		(0.2		)
Comprehensive income attributable to Trinity Industries, Inc.	$	89.3	$	70.4		$	172.3	$	126.3

See accompanying notes to consolidated financial statements.

4

Trinity Industries, Inc. and Subsidiaries

Consolidated Balance Sheets

	June 30, 2013			December 31, 2012
	(unaudited)
	(in millions)
ASSETS
Cash and cash equivalents	$	388.0		$	573.0
Short-term marketable securities	59.9			—
Receivables, net of allowance	386.4			390.0
Inventories:
Raw materials and supplies	418.4			405.3
Work in process	194.2			140.9
Finished goods	126.3			121.5
	738.9			667.7
Restricted cash, including partially-owned subsidiaries of $69.1 and $57.8	227.0			223.2
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $1,703.0 and $1,703.1	6,026.4			5,642.0
Less accumulated depreciation, including partially-owned subsidiaries of $177.0 and $153.8	(1,441.8		)	(1,343.0		)
	4,584.6			4,299.0
Goodwill	250.8			240.4
Assets held for sale and discontinued operations	—			27.9
Other assets	265.1			248.7
	$	6,900.7		$	6,669.9
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	187.2		$	188.2
Accrued liabilities	590.5			583.1
Debt:
Recourse, net of unamortized discount of $81.0 and $87.5	413.7			458.1
Non-recourse:
Wholly-owned subsidiaries	1,366.1			1,404.2
Partially-owned subsidiaries	1,104.4			1,192.7
	2,884.2			3,055.0
Deferred income	42.6			44.5
Deferred income taxes	627.8			572.4
Liabilities held for sale and discontinued operations	—			3.7
Other liabilities	94.1			85.4
	4,426.4			4,532.3
Stockholders’ equity:
Preferred stock – 1.5 shares authorized and unissued	—			—
Common stock – 200.0 shares authorized	81.7			81.7
Capital in excess of par value	656.0			652.6
Retained earnings	1,680.9			1,536.7
Accumulated other comprehensive loss	(134.0		)	(150.1		)
Treasury stock	(100.7		)	(67.9		)
	2,183.9			2,053.0
Noncontrolling interest	290.4			84.6
	2,474.3			2,137.6
	$	6,900.7		$	6,669.9

See accompanying notes to consolidated financial statements.

5

Trinity Industries, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(unaudited)

	Six Months Ended June 30,
	2013			2012
	(in millions)
Operating activities:
Net income	$	167.0		$	119.8
Adjustments to reconcile net income to net cash provided by operating activities:
Income from discontinued operations	(5.6		)	(1.3		)
Depreciation and amortization	102.4			95.8
Stock-based compensation expense	18.8			12.2
Excess tax benefits from stock-based compensation	(7.8		)	(1.2		)
Provision for deferred income taxes	30.7			62.2
Net gains on sales of railcars owned more than one year at the time of sale	(8.0		)	(5.3		)
Gains (losses) on disposition of property, plant, equipment, and other assets	0.3			(4.4		)
Non-cash interest expense	16.2			14.8
Other	(5.7		)	(6.0		)
Changes in assets and liabilities:
(Increase) decrease in receivables	3.0			50.0
(Increase) decrease in inventories	(55.3		)	(100.4		)
(Increase) decrease in other assets	(11.1		)	(30.8		)
Increase (decrease) in accounts payable	—			25.2
Increase (decrease) in accrued liabilities	16.8			(28.9		)
Increase (decrease) in other liabilities	4.7			(9.3		)
Net cash provided by operating activities - continuing operations	266.4			192.4
Net cash provided by operating activities - discontinued operations	7.2			6.1
Net cash provided by operating activities	273.6			198.5
Investing activities:
(Increase) decrease in short-term marketable securities	(59.9		)	—
Proceeds from sales of railcars owned more than one year at the time of sale	39.1			34.1
Proceeds from lease fleet sales - sale and leaseback	—			7.2
Proceeds from disposition of property, plant, equipment, and other assets	0.1			13.0
Capital expenditures – leasing, net of sold railcars owned one year or less	(308.5		)	(172.5		)
Capital expenditures – manufacturing and other	(57.4		)	(34.0		)
Acquisitions, net of cash acquired	(37.2		)	—
Other	(0.6		)	—
Net cash required by investing activities - continuing operations	(424.4		)	(152.2		)
Net cash required by investing activities - discontinued operations	(0.5		)	(2.5		)
Net cash required by investing activities	(424.9		)	(154.7		)
Financing activities:
Proceeds from issuance of common stock, net	1.6			1.4
Excess tax benefits from stock-based compensation	7.8			1.2
Payments to retire debt	(177.4		)	(86.0		)
Proceeds from issuance of debt	—			13.9
(Increase) decrease in restricted cash	(3.8		)	21.4
Shares repurchased	(40.2		)	(35.2		)
Dividends paid to common shareholders	(17.4		)	(14.5		)
Proceeds from sale of interests in partially-owned leasing subsidiaries	294.9			—
Repurchase of noncontrolling interests in partially-owned leasing subsidiary	(84.0		)	—
Other	(14.6		)	(4.6		)
Net cash required by financing activities - continuing operations	(33.1		)	(102.4		)
Net cash provided (required) by financing activities - discontinued operations	(0.6		)	1.6
Net cash required by financing activities	(33.7		)	(100.8		)
Net decrease in cash and cash equivalents	(185.0		)	(57.0		)
Cash and cash equivalents at beginning of period	573.0			351.1
Cash and cash equivalents at end of period	$	388.0		$	294.1

See accompanying notes to consolidated financial statements.

6

Trinity Industries, Inc. and Subsidiaries

Consolidated Statement of Stockholders' Equity

(unaudited)

	Common Stock												Treasury Stock
				Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Loss								Trinity Stockholders’ Equity			Noncontrolling Interest			Total Stockholders’ Equity
	Shares	$1 Par Value											Shares		Amount
	(in millions, except par value)
Balances at December 31, 2012	81.7	$	81.7	$	652.6		$	1,536.7		$	(150.1	)	(2.6	)	$	(67.9	)	$	2,053.0		$	84.6		$	2,137.6
Net income	—	—		—			163.1			—			—		—			163.1			3.9			167.0
Other comprehensive income	—	—		—			—			9.2			—		—			9.2			2.4			11.6
Cash dividends on common stock	—	—		—			(18.9		)	—			—		—			(18.9		)	—			(18.9		)
Restricted shares, net	—	—		(1.8		)	—			—			0.7		13.9			12.1			—			12.1
Shares repurchased	—	—		—			—			—			(1.3	)	(49.9		)	(49.9		)	—			(49.9		)
Stock options exercised	—	—		(1.6		)	—			—			0.1		3.2			1.6			—			1.6
Excess tax benefits from stock-based compensation	—	—		7.9			—			—			—		—			7.9			—			7.9
Repurchase of interests in partially-owned leasing subsidiary	—	—		6.4			—			(6.4		)	—		—			—			(84.2		)	(84.2		)
Sale of interests in partially-owned leasing subsidiaries	—	—		(7.5		)	—			13.3			—		—			5.8			283.7			289.5
Balances at June 30, 2013	81.7	$	81.7	$	656.0		$	1,680.9		$	(134.0	)	(3.1	)	$	(100.7	)	$	2,183.9		$	290.4		$	2,474.3

See accompanying notes to consolidated financial statements.

7

Trinity Industries, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The foregoing consolidated financial statements are unaudited and have been prepared from the books and records of Trinity Industries, Inc. and its consolidated subsidiaries (“Trinity”, “Company”, “we”, or “our”) including the accounts of its wholly-owned subsidiaries and its partially-owned subsidiaries, TRIP Rail Holdings LLC (“TRIP Holdings”) and RIV 2013 Rail Holdings LLC ("RIV 2013"), in which the Company has controlling interest. In our opinion, all normal and recurring adjustments necessary for a fair presentation of the financial position of the Company as of June 30, 2013, and the results of operations and cash flows for the six months endedJune 30, 2013 and 2012, have been made in conformity with generally accepted accounting principles. All significant intercompany accounts and transactions have been eliminated. Certain amounts previously reported have been adjusted in the accompanying consolidated financial statements to remove the effects of discontinued operations. See Note 2 Acquisitions and Divestitures. Because of seasonal and other factors, the results of operations for the six months endedJune 30, 2013 may not be indicative of expected results of operations for the year ending December 31, 2013. These interim financial statements and notes are condensed as permitted by the instructions to Form 10-Q and should be read in conjunction with the audited consolidated financial statements of the Company included in its Form 10-K for the year endedDecember 31, 2012.

Stockholders' Equity

In September 2012, the Company’s Board of Directors authorized a new $200 million share repurchase program, effective October 1, 2012, which expires on December 31, 2014. Under the program, 1,294,248 shares were repurchased during the three and six months endedJune 30, 2013 at a cost of approximately $49.9 million. Certain shares of stock repurchased during June 2013, totaling $9.7 million, were cash settled in July 2013 in accordance with normal settlement practices. During the three and six months endedJune 30, 2012, the Company repurchased 1,692,229 shares at a cost of approximately $41.2 million. Certain shares of stock repurchased during June 2012, totaling $6.0 million, were cash settled in July 2012 in accordance with normal settlement practices.

Revenue Recognition

Revenues for contracts providing for a large number of units and few deliveries are recorded as the individual units are produced, inspected, and accepted by the customer as the risk of loss passes to the customer upon pre-delivery acceptance on these contracts. This occurs primarily in the Rail and Inland Barge Groups. Revenue from rentals and operating leases, including contracts which contain non-level fixed rental payments, is recognized monthly on a straight-line basis. Revenue is recognized from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet that have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. Fees for shipping and handling are recorded as revenue. For all other products, we recognize revenue when products are shipped or services are provided.

Financial Instruments

The Company considers all highly liquid debt instruments to be either cash and cash equivalents if purchased with a maturity of three months or less, or short-term marketable securities if purchased with a maturity of more than three months and less than one year. The Company intends to hold its short-term marketable securities until they are redeemed at their maturity date and believes that under the "more likely than not" criteria, the Company will not be required to sell the securities before recovery of their amortized cost bases, which may be maturity.

Financial instruments that potentially subject the Company to a concentration of credit risk are primarily cash investments including restricted cash, short-term marketable securities, and receivables. The Company places its cash investments and short-term marketable securities in bank deposits and investment grade, short-term debt instruments and limits the amount of credit exposure to any one commercial issuer. Concentrations of credit risk with respect to receivables are limited due to control procedures that monitor the credit worthiness of customers, the large number of customers in the Company's customer base, and their dispersion across different industries and geographic areas. As receivables are generally unsecured, the Company maintains an allowance for doubtful accounts based upon the expected collectability of all receivables. Receivable balances determined to be uncollectible are charged against the allowance. The carrying values of cash, short-term marketable securities, receivables and accounts payable are considered to be representative of their respective fair values. At June 30, 2013, two customers' net receivable balances, one each in our Energy Equipment Group and Rail Group, accounted for 13% and 11%, respectively, of the consolidated net receivables balance outstanding.

8

Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. 2013-02, "Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income," ("ASU 2013-02") which amended prior reporting requirements with respect to comprehensive income by requiring additional disclosures about the amounts reclassified out of accumulated other comprehensive loss by component. ASU 2013-02 became effective for public companies during interim and annual reporting periods beginning after December 15, 2012 with early adoption permitted. Accordingly, the Company adopted this new standard on January 1, 2013. The adoption of ASU 2013-02 did not have an impact on the Company's consolidated financial position, results of operations, or cash flows.

Reclassifications

Certain prior year balances have been reclassified in the Consolidated Statements of Operations, Consolidated Balance Sheets, and Consolidated Statements of Cash Flows to conform to the 2013 presentation.

Note 2. Acquisitions and Divestitures

For the six months endedJune 30, 2013, the Company's acquisition and divestiture activity included the sale of its remaining ready-mix concrete operations in exchange for certain aggregates operations in Texas, Colorado, and California. The aggregates operations acquired and another acquisition completed in April 2013 were recorded based on preliminary valuations of the related assets and liabilities at their acquisition date fair value using Level 3 inputs. Such assets and liabilities were not significant in relation to consolidated assets and liabilities. See Note 3 Fair Value for a discussion of inputs in determining fair value.

In April 2013, the Company completed an acquisition of a business in our Energy Equipment Group whose purchase price, net cash paid, and goodwill recorded amounted to $27.9 million, $27.9 million and $3.0 million, respectively. All remaining acquisition and divestiture activity for the three and six months endedJune 30, 2013 occurred within our Construction Products Group.

The Company's acquisition and divestiture activity is summarized below:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(in millions)
Acquisition:
Purchase price	$	29.6	$	2.0	$	83.4	$	2.0
Net cash paid	$	28.1	$	—	$	37.2	$	—
Goodwill recorded	$	7.0	$	0.8	$	9.5	$	0.8
Divestiture:
Proceeds	$	—	$	2.1	$	35.6	$	2.1
Gain recognized	$	0.1	$	1.5	$	12.5	$	1.5
Goodwill charged off	$	—	$	0.1	$	4.8	$	0.1

The divestiture of our ready-mix concrete operations has been accounted for and reported as a discontinued operation and, accordingly, historical amounts previously reported have been adjusted, where appropriate, to remove the effect of discontinued operations. Further, assets and liabilities related to the discontinued operations have been classified as Assets/Liabilities Held for Sale and Discontinued Operations in the accompanying consolidated balance sheets as follows:

9

	June 30, 2013		December 31, 2012
	(in millions)
Assets of Ready-Mix Concrete Operations:
Inventories	$	—	$	4.5
Property, plant, and equipment, net	—		16.9
Goodwill	—		6.3
Other	—		0.2
	$	—	$	27.9
Liabilities of Ready-Mix Concrete Operations:
Debt	$	—	$	3.7
	$	—	$	3.7

Condensed results of operations for the ready-mix concrete operations for the three and six months endedJune 30, 2013 and 2012 are as follows:

	Three Months Ended June 30,					Six Months Ended June 30,
	2013			2012		2013			2012
	(in millions)
Revenues	$	—		$	32.8	$	31.6		$	61.9
Income (loss) from discontinued operations before income taxes	$	(1.6	)	$	2.3	$	(2.3	)	$	2.1
Income tax expense (benefit)	(0.5		)	0.9		(0.8		)	0.8
Net income (loss) from discontinued operations	$	(1.1	)	$	1.4	$	(1.5	)	$	1.3

10

Note 3. Fair Value Accounting

Assets and liabilities measured at fair value on a recurring basis are summarized below:

	Fair Value Measurement as of June 30, 2013
	(in millions)
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	137.0	$	—	$	—	$	137.0
Restricted cash	227.0		—		—		227.0
Total assets	$	364.0	$	—	$	—	$	364.0
Liabilities:
Interest rate hedges:(1)
Wholly-owned subsidiary	$	—	$	28.9	$	—	$	28.9
Partially-owned subsidiary	—		2.8		—		2.8
Total liabilities	$	—	$	31.7	$	—	$	31.7
	Fair Value Measurement as of December 31, 2012
	(in millions)
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	246.6	$	155.0	$	—	$	401.6
Restricted cash	223.2		—		—		223.2
Equity call agreement with TRIP Holdings equity investor(2)	—		—		0.8		0.8
Fuel derivative instruments(2)	—		0.1		—		0.1
Total assets	$	469.8	$	155.1	$	0.8	$	625.7
Liabilities:
Interest rate hedges:(1)
Wholly-owned subsidiary	$	—	$	37.6	$	—	$	37.6
Partially-owned subsidiary	—		5.2		—		5.2
Equity put agreement with TRIP Holdings equity investor(3)	—		—		2.9		2.9
Total liabilities	$	—	$	42.8	$	2.9	$	45.7

⁽¹⁾ Included in accrued liabilities on the consolidated balance sheet.

⁽²⁾ Included in other assets on the consolidated balance sheet.

⁽³⁾ Included in other liabilities on the consolidated balance sheet.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date. An entity is required to establish a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair values are listed below:

Level 1 – This level is defined as quoted prices in active markets for identical assets or liabilities. The Company’s cash equivalents, excluding commercial paper, and restricted cash are instruments of the U.S. Treasury or highly-rated money market mutual funds.

Level 2 – This level is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Cash equivalents include commercial paper valued using quoted prices in secondary markets. The Company’s fuel derivative instruments, which are commodity swaps, are valued using energy and commodity market data. Interest rate hedges are valued at exit prices obtained from each counterparty. See Note 7 Derivative Instruments and Note 11 Debt.

Level 3 – This level is defined as unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The equity put and call agreements with the TRIP equity investor are valued based on cash flow projections and certain assumptions regarding the likelihood of exercising the option under the related agreement. See Note 5 Partially-Owned Leasing Subsidiaries.

11

The carrying amounts and estimated fair values of our long-term debt are as follows:

	June 30, 2013					December 31, 2012
	Carrying Value			Estimated Fair Value		Carrying Value			Estimated Fair Value
	(in millions)
Recourse:
Convertible subordinated notes	$	450.0		$	524.4	$	450.0		$	506.6
Less: unamortized discount	(81.0		)			(87.5		)
	369.0					362.5
Capital lease obligations	43.7			43.7		45.8			45.8
Term loan	—			—		48.6			53.3
Other	1.0			1.0		1.2			1.2
	413.7			569.1		458.1			606.9
Non-recourse:
2006 secured railcar equipment notes	248.5			268.7		255.8			292.0
Promissory notes	411.8			403.7		424.1			414.6
2009 secured railcar equipment notes	204.2			235.2		209.2			260.4
2010 secured railcar equipment notes	334.2			349.4		341.5			387.2
TILC warehouse facility	167.4			167.4		173.6			173.6
2012 secured railcar equipment notes - RIV 2013	327.0			306.0		333.8			321.7
TRIP Holdings senior secured notes	—			—		61.2			62.5
TRIP Master Funding secured railcar equipment notes	777.4			836.6		797.7			952.0
	2,470.5			2,567.0		2,596.9			2,864.0
Total	$	2,884.2		$	3,136.1	$	3,055.0		$	3,470.9

The estimated fair value of our convertible subordinated notes was based on a quoted market price in a market with little activity as of June 30, 2013 and December 31, 2012, respectively (Level 2 input). The estimated fair values of our 2006, 2009, 2010, and 2012 secured railcar equipment notes, promissory notes, TRIP Holdings senior secured notes, TRIP Rail Master Funding LLC (“TRIP Master Funding”) secured railcar equipment notes, and term loan are based on our estimate of their fair value as of June 30, 2013 and December 31, 2012, respectively. These values were determined by discounting their future cash flows at the current market interest rate (Level 3 inputs). The carrying value of our Trinity Industries Leasing Company (“TILC”) warehouse facility approximates fair value because the interest rate adjusts to the market interest rate (Level 3 input). The fair values of all other financial instruments are estimated to approximate carrying value. See Note 11 Debt for a description of the Company's long-term debt.

12

Note 4. Segment Information

The Company reports operating results in five principal business segments: (1) the Rail Group, which manufactures and sells railcars and related parts and components; (2) the Construction Products Group, which manufactures and sells highway products and other steel products for infrastructure-related projects, and produces aggregates; (3) the Inland Barge Group, which manufactures and sells barges and related products for inland waterway services; (4) the Energy Equipment Group, which manufactures and sells products for energy-related businesses, including structural wind towers, containers, and tank heads for pressure and non-pressure vessels, and utility, traffic, and lighting structures; and (5) the Railcar Leasing and Management Services Group (“Leasing Group”), which owns and operates a fleet of railcars as well as provides third-party fleet management, maintenance, and leasing services. The segment All Other includes our captive insurance and transportation companies; legal, environmental, and maintenance costs associated with non-operating facilities; other peripheral businesses; and the change in market valuation related to ineffective commodity hedges. Gains and losses from the sale of property, plant, and equipment that are related to manufacturing and dedicated to the specific manufacturing operations of a particular segment are included in operating profit of that respective segment. Gains and losses from the sale of property, plant, and equipment that can be utilized by multiple segments are included in operating profit of the All Other segment.

As discussed in Note 2, Acquisitions and Divestitures, the Company sold its remaining ready-mix concrete operations that have historically been a component of the Construction Products Group. The divestiture of our ready-mix concrete operations has been accounted for and reported as a discontinued operation and, accordingly, historical segment information previously reported has been adjusted to exclude the discontinued operations from the Construction Products Group.

Sales and related net profits from the Rail Group to the Leasing Group are recorded in the Rail Group and eliminated in consolidation. Sales between these groups are recorded at prices comparable to those charged to external customers, taking into consideration quantity, features, and production demand. Intersegment sales and net profit ("deferred profit") are eliminated in consolidation and reflected in the "Eliminations – Lease subsidiary" line in the table below. Amortization of this deferred profit on railcars sold to the Leasing Group is included in the operating profits of the Leasing Group resulting in the recognition of depreciation expense based on the Company's original manufacturing cost of the railcars. Sales of railcars from the lease fleet are included in the Leasing Group, with related gains and losses computed based on the net book value of the original manufacturing cost of the railcars.

The financial information from continuing operations for these segments is shown in the tables below. We operate principally in North America.

Three Months EndedJune 30, 2013

	Revenues								Operating Profit (Loss)
	External		Intersegment			Total
	(in millions)
Rail Group	$	474.1	$	193.9		$	668.0		$	107.9
Construction Products Group	149.3		5.2			154.5			19.0
Inland Barge Group	150.0		—			150.0			20.9
Energy Equipment Group	121.4		31.1			152.5			14.3
Railcar Leasing and Management Services Group	169.6		—			169.6			75.7
All Other	1.7		20.0			21.7			(3.8		)
Corporate	—		—			—			(15.5		)
Eliminations – Lease subsidiary	—		(189.5		)	(189.5		)	(34.7		)
Eliminations – Other	—		(60.7		)	(60.7		)	(0.4		)
Consolidated Total	$	1,066.1	$	—		$	1,066.1		$	183.4

13

Three Months EndedJune 30, 2012

	Revenues								Operating Profit (Loss)
	External		Intersegment			Total
	(in millions)
Rail Group	$	380.2	$	136.7		$	516.9		$	53.0
Construction Products Group	118.7		5.2			123.9			12.8
Inland Barge Group	173.9		—			173.9			36.6
Energy Equipment Group	126.6		4.1			130.7			4.0
Railcar Leasing and Management Services Group	192.3		1.9			194.2			76.4
All Other	3.8		17.0			20.8			(6.3		)
Corporate	—		—			—			(9.6		)
Eliminations – Lease subsidiary	—		(132.3		)	(132.3		)	(12.2		)
Eliminations – Other	—		(32.6		)	(32.6		)	(2.2		)
Consolidated Total	$	995.5	$	—		$	995.5		$	152.5

Six Months EndedJune 30, 2013

	Revenues								Operating Profit (Loss)
	External		Intersegment			Total
	(in millions)
Rail Group	$	897.7	$	395.8		$	1,293.5		$	210.8
Construction Products Group	247.3		11.0			258.3			26.7
Inland Barge Group	297.4		—			297.4			45.2
Energy Equipment Group	249.9		57.3			307.2			29.2
Railcar Leasing and Management Services Group	304.0		—			304.0			137.3
All Other	2.7		38.3			41.0			(6.4		)
Corporate	—		—			—			(32.1		)
Eliminations – Lease subsidiary	—		(387.5		)	(387.5		)	(67.1		)
Eliminations – Other	—		(114.9		)	(114.9		)	(0.7		)
Consolidated Total	$	1,999.0	$	—		$	1,999.0		$	342.9

Six Months EndedJune 30, 2012

	Revenues								Operating Profit (Loss)
	External		Intersegment			Total
	(in millions)
Rail Group	$	721.4	$	262.6		$	984.0		$	93.1
Construction Products Group	239.2		10.6			249.8			23.9
Inland Barge Group	343.3		—			343.3			66.6
Energy Equipment Group	246.7		9.0			255.7			0.2
Railcar Leasing and Management Services Group	334.4		2.1			336.5			142.9
All Other	6.7		29.8			36.5			(5.1		)
Corporate	—		—			—			(21.2		)
Eliminations – Lease subsidiary	—		(254.9		)	(254.9		)	(23.1		)
Eliminations – Other	—		(59.2		)	(59.2		)	(2.1		)
Consolidated Total	$	1,891.7	$	—		$	1,891.7		$	275.2

14

Note 5. Partially-Owned Leasing Subsidiaries

The Company, through its wholly-owned subsidiary, TILC, formed two subsidiaries, TRIP Holdings and RIV 2013, for the purpose of providing railcar leasing in North America. Each of TRIP Holdings and RIV 2013 are direct, partially-owned subsidiaries of TILC and are each governed by a seven member board of representatives, two of which are designated by TILC. TILC is the agent of each of TRIP Holdings and RIV 2013 and as such, has been delegated the authority, power and discretion to take certain actions on behalf of the respective companies. Each of TRIP Holdings and RIV 2013 in turn has wholly-owned subsidiaries, which are the owners of railcars. These wholly-owned subsidiaries are TRIP Master Funding (wholly-owned by TRIP Holdings) and Trinity Rail Leasing 2012 LLC ("TRL 2012", wholly-owned by RIV 2013). TILC is the servicer for TRIP Master Funding and TRL 2012, with the authority to manage and service the railcars owned by them. The Company's controlling interest in each of TRIP Holdings and RIV 2013 results from its combined role as both equity member and agent/servicer. The Company's noncontrolling interest included in the accompanying Consolidated Balance Sheets represents the non-Trinity equity interest in these partially-owned subsidiaries. The railcars owned by TRIP Master Funding were originally acquired from the Company's Rail and Leasing Groups by TRIP Rail Leasing LLC ("TRIP Leasing"), a wholly-owned subsidiary of TRIP Holdings. TRIP Master Funding acquired the railcars from TRIP Leasing in July 2011. TRIP Leasing currently owns no railcars and is not expected to acquire any railcars.

TRIP Holdings and RIV 2013, through TRIP Leasing and TRL 2012, respectively, acquired railcars from the Company's Rail and Leasing Groups funded by capital contributions from TILC and, in the case of TRIP Holdings, third-party equity investors, and from secured borrowings. Railcars purchased from the Company by TRL 2012 are required to be purchased at fair value as determined by TILC and approved by TRL 2012's board of representatives. TRIP Holdings and TRIP Master Funding are not expected to acquire additional railcars, other than as replacement for railcars subject to permitted sale or casualty. The assets of each of TRIP Holdings, TRIP Master Funding, RIV 2013, and TRL 2012 may only be used to satisfy the particular subsidiary's liabilities, and the creditors of each of TRIP Holdings, TRIP Master Funding, RIV 2013, and TRL 2012 have recourse only to the particular subsidiary's assets. Each of TILC and the third party equity investors receive distributions from TRIP Holdings and RIV 2013 as equity investors, when allowed, in proportion to its respective equity interests, and has an interest in the net assets of the partially-owned subsidiaries upon a liquidation event in the same proportion. TILC is paid fees for the services it provides to TRIP Master Funding and TRL 2012 and has the potential to earn certain incentive fees. With respect to RIV 2013, TILC has a commitment that expires May 2016 to provide additional equity funding for the purchase of railcars and satisfaction of certain other liabilities of RIV 2013 of up to $49.3 million as of June 30, 2013. The third party equity investors in RIV 2013 have a similar commitment that expires May 2016 to provide up to $107.7 million of additional equity funding. TILC and the third party equity investors may have additional commitments to provide equity funding to RIV 2013 that expire in May 2019 contingent upon certain returns on investment in RIV 2013 and other conditions being met. With respect to both partially-owned subsidiaries, Trinity has no obligation to guarantee performance under any of the partially-owned subsidiaries' (or their respective subsidiaries') debt agreements, guarantee any railcar residual values, shield any parties from losses, or guarantee minimum yields.

TRIP Holdings.In March 2013, the Company purchased an additional interest in TRIP Holdings from another equity investor for $31.7 million resulting in a reduction in the carrying amount of noncontrolling interest by $32.3 million. As a result, certain previous put/call agreements with the equity investor regarding their equity interest were terminated. In May 2013, the Company sold an interest in TRIP Holdings to certain third-party investors for a net amount of $200.3 million. Proceeds from the sale along with an additional equity contribution by TILC, were primarily used to retire the TRIP Holdings senior secured notes in their entirety. Additionally, the remaining interests of certain other equity investors were repurchased by TRIP Holdings for $52.3 million. At June 30, 2013, the Company's carrying value of its investment in TRIP Holdings, eliminated in consolidation, was $161.8 million representing the Company's 45% ownership interest.

RIV 2013.In May 2013, the Company formed RIV 2013, contributing its investment in TRL 2012 which had been formed as a wholly-owned railcar leasing subsidiary of TILC in December 2012. In May 2013, the Company sold an interest in RIV 2013 to certain third-party investors for a net amount of $94.6 million. At June 30, 2013, the Company's carrying value of its investment in RIV 2013, eliminated in consolidation, was $21.8 million representing the Company's 31% interest. On July 31, 2013, TILC and the noncontrolling interests of RIV 2013 contributed $23.4 million and $51.0 million, respectively, to RIV 2013 in proportion to their respective equity interests. These contributions combined with additional secured borrowings were used to purchase additional railcar equipment from the Company and TILC.

See Note 11 Debt regarding the debt of TRIP Holdings and RIV 2013 and their respective subsidiaries.

15

Note 6. Railcar Leasing and Management Services Group

The Railcar Leasing and Management Services Group owns and operates a fleet of railcars as well as provides third-party fleet management, maintenance, and leasing services. Selected consolidating financial information for the Leasing Group is as follows:

	June 30, 2013
	Leasing Group
	Wholly- Owned Subsidiaries			Partially-Owned Subsidiaries			Manufacturing/ Corporate			Total
	(in millions)
Cash, cash equivalents, and short-term marketable securities	$	2.1		$	—		$	445.8		$	447.9
Property, plant, and equipment, net	$	3,060.8		$	1,526.0		$	610.4		$	5,197.2
Net deferred profit on railcars sold to the Leasing Group	(376.5		)	(236.1		)	—			(612.6		)
	$	2,684.3		$	1,289.9		$	610.4		$	4,584.6
Restricted cash	$	157.9		$	69.1		$	—		$	227.0
Debt:
Recourse	$	43.7		$	—		$	451.0		$	494.7
Less: unamortized discount	—			—			(81.0		)	(81.0		)
	43.7			—			370.0			413.7
Non-recourse	1,366.1			1,104.4			—			2,470.5
Total debt	$	1,409.8		$	1,104.4		$	370.0		$	2,884.2
Net deferred tax liabilities	$	688.8		$	—		$	(81.1	)	$	607.7

	December 31, 2012
	Leasing Group
	Wholly- Owned Subsidiaries			Partially-Owned Subsidiaries			Manufacturing/ Corporate			Total
	(in millions)
Cash and cash equivalents	$	5.7		$	—		$	567.3		$	573.0
Property, plant, and equipment, net	$	2,773.1		$	1,549.3		$	539.3		$	4,861.7
Net deferred profit on railcars sold to the Leasing Group	(381.8		)	(180.9		)	—			(562.7		)
	$	2,391.3		$	1,368.4		$	539.3		$	4,299.0
Restricted cash	$	165.4		$	57.8		$	—		$	223.2
Debt:
Recourse	$	94.4		$	—		$	451.2		$	545.6
Less: unamortized discount	—			—			(87.5		)	(87.5		)
	94.4			—			363.7			458.1
Non-recourse	1,404.2			1,301.5			—			2,705.7
Less: non-recourse debt owned by Trinity	—			(108.8		)	—			(108.8		)
Total debt	$	1,498.6		$	1,192.7		$	363.7		$	3,055.0
Net deferred tax liabilities	$	671.1		$	5.4		$	(120.7	)	$	555.8

See Note 5 Partially-Owned Leasing Subsidiaries and Note 11 Debt for a further discussion regarding the Company’s investment in its partially-owned leasing subsidiaries and the related indebtedness. Certain prior year balances with respect to RIV 2013 have been reclassified as pertaining to a partially-owned subsidiary to conform to the 2013 presentation. See Note 5 Partially-Owned Leasing Subsidiaries.

16

	Three Months Ended June 30,								Six Months Ended June 30,
	2013			2012			Percent		2013			2012			Percent
	($ in millions)						Change		($ in millions)						Change
Revenues:
Leasing and management	$	150.7		$	132.0		14.2	%	$	285.0		$	259.4		9.9	%
Railcar sales	18.9			62.2			*		19.0			77.1			*
Total revenues	$	169.6		$	194.2		(12.7	)	$	304.0		$	336.5		(9.7	)
Operating profit:
Leasing and management	$	71.0		$	61.3				$	125.8		$	121.2
Railcar sales:
Railcars owned one year or less at the time of sale	3.5			13.5					3.5			16.4
Railcars owned more than one year at the time of sale	1.2			1.6					8.0			5.3
Total operating profit	$	75.7		$	76.4		(0.9	)	$	137.3		$	142.9		(3.9	)
Operating profit margin:
Leasing and management	47.1		%	46.4		%			44.1		%	46.7		%
Railcar sales	*			*					*			*
Total operating profit margin	44.6			39.3					45.2			42.5
Selected expense information(1):
Depreciation	$	32.0		$	30.0		6.7		$	63.0		$	59.3		6.2
Maintenance	$	18.4		$	14.4		27.8		$	37.4		$	28.8		29.9
Rent	$	13.3		$	12.8		3.9		$	26.7		$	25.5		4.7
Interest:
External	$	38.0		$	39.3				$	78.9		$	79.1
Intercompany	1.1			3.2					3.8			6.5
Total interest expense	$	39.1		$	42.5		(8.0	)	$	82.7		$	85.6		(3.4	)

 * Not meaningful

⁽¹⁾ Depreciation, maintenance, and rent expense are components of operating profit. Interest expense is not a component of operating profit and includes the effect of hedges. Intercompany interest expense arises from Trinity’s previous ownership of a portion of TRIP Holdings’ Senior Secured Notes and is eliminated in consolidation. See Note 11 Debt.

17

Equipment consists primarily of railcars leased by third parties. The Leasing Group purchases equipment manufactured predominantly by the Rail Group and enters into lease contracts with third parties with terms generally ranging between one and twenty years. The Leasing Group primarily enters into operating leases. Future contractual minimum rental revenues on leases are as follows:

	Remaining six months of 2013		2014		2015		2016		2017		Thereafter		Total
	(in millions)
Future contractual minimum rental revenue	$	217.0	$	364.4	$	304.3	$	244.5	$	183.3	$	345.0	$	1,658.5

Debt. The Leasing Group’s debt at June 30, 2013 consisted of both recourse and non-recourse debt. As of June 30, 2013, Trinity’s wholly-owned subsidiaries included in the Leasing Group held equipment with a net book value of $2,114.1 million, excluding deferred profit, that is pledged as collateral for Leasing Group debt held by those subsidiaries, including equipment with a net book value of $48.1 million securing capital lease obligations. The net book value, excluding deferred profit, of unpledged equipment at June 30, 2013 was $855.1 million. See Note 11 Debt for the form, maturities, and descriptions of Leasing Group debt.

Partially-owned subsidiaries. Debt owed by TRIP Holdings and RIV 2013 and their respective subsidiaries is nonrecourse to Trinity and TILC. Creditors of each of TRIP Holdings and RIV 2013 and their respective subsidiaries have recourse only to the particular subsidiary's assets. TRIP Master Funding equipment with a net book value of $1,100.8 million, excluding deferred profit, resulting from the sale of railcars to TRIP Master Funding, is pledged as collateral for the TRIP Master Funding debt. TRL 2012 equipment with a net book value of $425.2 million, excluding deferred profit, resulting from the sale of railcars to TRL 2012, is pledged solely as collateral for the 2012 secured railcar equipment notes. See Note 5 Partially-Owned Leasing Subsidiaries for a description of TRIP Holdings and RIV 2013.

Off Balance Sheet Arrangements. In prior years, the Leasing Group completed a series of financing transactions whereby railcars were sold to one or more separate independent owner trusts (“Trusts”). Each of the Trusts financed the purchase of the railcars with a combination of debt and equity. In each transaction, the equity participant in the Trust is considered to be the primary beneficiary of the Trust and therefore, the debt related to the Trust is not included as part of the consolidated financial statements. The Leasing Group, through wholly-owned, qualified subsidiaries, leased railcars from the Trusts under operating leases with terms of 22 years, and subleased the railcars to independent third-party customers under shorter term operating rental agreements.

These Leasing Group subsidiaries had total assets as of June 30, 2013 of $207.3 million, including cash of $83.1 million and railcars of $91.0 million. The subsidiaries' cash, railcars, and an interest in each sublease are pledged to collateralize the lease obligations to the Trusts and are included in the consolidated financial statements of the Company. Trinity does not guarantee the performance of the subsidiaries’ lease obligations. Certain ratios and cash deposits must be maintained by the Leasing Group’s subsidiaries in order for excess cash flow, as defined in the agreements, from the lease to third parties to be available to Trinity. Future operating lease obligations of the Leasing Group’s subsidiaries as well as future contractual minimum rental revenues related to these leases due to the Leasing Group are as follows:

	Remaining six months of 2013		2014		2015		2016		2017		Thereafter		Total
	(in millions)
Future operating lease obligations of Trusts’ railcars	$	22.6	$	44.7	$	43.0	$	40.1	$	41.9	$	298.9	$	491.2
Future contractual minimum rental revenues of Trusts’ railcars	$	31.7	$	52.3	$	41.9	$	31.9	$	22.6	$	43.3	$	223.7

18

Operating Lease Obligations. Future amounts due as well as future contractual minimum rental revenues related to operating leases other than leases discussed above are as follows:

	Remaining six months of 2013		2014		2015		2016		2017		Thereafter		Total
	(in millions)
Future operating lease obligations	$	6.5	$	12.8	$	12.8	$	12.7	$	12.1	$	50.3	$	107.2
Future contractual minimum rental revenues	$	8.3	$	16.0	$	12.4	$	11.4	$	8.9	$	14.5	$	71.5

Operating lease obligations totaling $24.0 million are guaranteed by Trinity Industries, Inc. and certain subsidiaries. See Note 5 of the December 31, 2012 Consolidated Financial Statements filed on Form 10-K for a detailed explanation of these financing transactions.

19

Note 7. Derivative Instruments

We use derivative instruments to mitigate the impact of changes in interest rates, both in anticipation of future debt issuances and to offset interest rate variability of certain floating rate debt issuances outstanding. We also use derivative instruments to mitigate the impact of changes in natural gas and diesel fuel prices and changes in foreign currency exchange rates. Derivative instruments that are designated and qualify as cash flow hedges are accounted for in accordance with applicable accounting standards. See Note 3 Fair Value Accounting for discussion of how the Company valued its commodity hedges and interest rate swaps at June 30, 2013. See Note 11 Debt for a description of the Company's debt instruments.

Interest rate hedges

					Included in accompanying balance sheet at June 30, 2013
	Notional Amount		Interest Rate(1)		Liability		AOCL – loss/ (income)			Noncontrolling Interest
	(in millions, except %)
Expired hedges:
2006 secured railcar equipment notes	$	200.0	4.87	%	$	—	$	(1.8	)	$	—
Promissory notes	$	370.0	5.34	%	$	—	$	5.6		$	—
TRIP Holdings warehouse loan	$	788.5	3.60	%	$	—	$	14.1		$	17.4
Open hedges:
TRIP Master Funding secured railcar equipment notes	$	72.8	2.62	%	$	2.8	$	1.2		$	1.5
Promissory notes	$	428.1	4.13	%	$	28.9	$	26.8		$	—

⁽¹⁾  Weighted average fixed interest rate

	Effect on interest expense - increase/(decrease)
	Three Months Ended June 30,						Six Months Ended June 30,						Expected effect during next twelve months(1)
	2013			2012			2013			2012
	(in millions)
Expired hedges:
2006 secured railcar equipment notes	$	(0.1	)	$	(0.1	)	$	(0.2	)	$	(0.2	)	$	(0.3	)
Promissory notes	$	0.8		$	0.8		$	1.6		$	1.7		$	3.0
TRIP Holdings warehouse loan	$	1.5		$	1.5		$	3.5		$	3.0		$	5.2
Open hedges:
TRIP Master Funding secured railcar equipment notes	$	0.4		$	0.5		$	0.9		$	1.0		$	1.6
Promissory notes	$	4.1		$	4.2		$	8.0		$	8.4		$	16.1

⁽¹⁾ Based on the fair value of open hedges as of June 30, 2013

During 2005 and 2006, we entered into interest rate swap derivatives in anticipation of issuing our 2006 Secured Railcar Equipment Notes. These derivative instruments, with a notional amount of $200.0 million, were settled in 2006 and fixed the interest rate on a portion of the related debt issuance. These derivative instrument transactions are being accounted for as cash flow hedges with changes in the fair value of the instruments of $4.5 million in income recorded in AOCL through the date the related debt issuance closed in 2006. The balance is being amortized over the term of the related debt. The effect on interest expense is due to amortization of the AOCL balance.

During 2006 and 2007, we entered into interest rate swap derivatives in anticipation of issuing our Promissory Notes. These derivative instruments, with a notional amount of $370.0 million, were settled in 2008 and fixed the interest rate on a portion of the related debt issuance. These derivative instrument transactions are being accounted for as cash flow hedges with changes in the fair value of the instruments of $24.5 million recorded as a loss in AOCL through the date the related debt issuance closed in 2008. The balance is being amortized over the term of the related debt. The effect on interest expense is due to amortization of the AOCL balance.

In 2008, we entered into an interest rate swap derivative instrument, expiring in 2015, to fix the variable Libor component of the Promissory Notes. This derivative instrument transaction is being accounted for as a cash flow hedge. The effect on interest expense is primarily a result of monthly interest settlements.

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Between 2007 and 2009, TRIP Holdings, as required by the TRIP Warehouse Loan, entered into interest rate swap derivatives, all of which qualified as cash flow hedges, to reduce the effect of changes in variable interest rates in the TRIP Warehouse Loan. In July 2011, these interest rate hedges were terminated in connection with the refinancing of the TRIP Warehouse Loan. Balances included in AOCL at the date the hedges were terminated are being amortized over the expected life of the new debt with $5.2 million of additional interest expense expected to be recognized during the twelve months following June 30, 2013. Also in July 2011, TRIP Holdings’ wholly-owned subsidiary, TRIP Master Funding, entered into an interest rate swap derivative instrument, expiring in 2021, with an initial notional amount of $94.1 million to reduce the effect of changes in variable interest rates associated with the Class A-1b notes of the TRIP Master Funding secured railcar equipment notes. The effect on interest expense is primarily a result of monthly interest settlements.

See Note 11 Debt regarding the related debt instruments.

Other Derivatives

	Effect on operating income - increase/(decrease)
	Three Months Ended June 30,					Six Months Ended June 30,
	2013		2012			2013		2012
	(in millions)
Fuel hedges(1)
Effect of mark-to-market valuation	$	—	$	(0.1	)	$	—	$	—
Settlements	0.1		(0.1		)	0.1		—
	$	0.1	$	(0.2	)	$	0.1	$	—
Foreign exchange hedges(2)	$	—	$	—		$	—	$	(0.4	)

⁽¹⁾  Included in cost of revenues in the accompanying consolidated statement of operations

⁽²⁾  Included in other, net in the accompanying consolidated statement of operations

Natural gas and diesel fuel

We maintain a program to mitigate the impact of fluctuations in the price of natural gas and diesel fuel purchases. The intent of the program is to protect our operating profit from adverse price changes by entering into derivative instruments. For those instruments that do not qualify for hedge accounting treatment, any changes in their valuation are recorded directly to the consolidated statement of operations. The amount recorded in the consolidated balance sheet as of June 30, 2013 for these instruments was not significant.

Foreign exchange hedge

We enter into foreign exchange hedges to mitigate the impact on operating profit of unfavorable fluctuations in foreign currency exchange rates. These instruments are short term with quarterly maturities and no remaining balance in AOCL as of June 30, 2013.

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Note 8. Property, Plant, and Equipment

The following table summarizes the components of property, plant, and equipment as of June 30, 2013 and December 31, 2012.

	June 30, 2013			December 31, 2012
	(in millions)
Manufacturing/Corporate:
Land	$	40.9		$	37.7
Buildings and improvements	442.1			431.0
Machinery and other	832.0			745.3
Construction in progress	47.9			46.1
	1,362.9			1,260.1
Less accumulated depreciation	(752.5		)	(720.8		)
	610.4			539.3
Leasing:
Wholly-owned subsidiaries:
Machinery and other	9.8			9.6
Equipment on lease	3,563.3			3,231.9
	3,573.1			3,241.5
Less accumulated depreciation	(512.3		)	(468.4		)
	3,060.8			2,773.1
Partially-owned subsidiaries:
Equipment on lease	1,703.0			1,703.1
Less accumulated depreciation	(177.0		)	(153.8		)
	1,526.0			1,549.3
Net deferred profit on railcars sold to the Leasing Group
Sold to wholly-owned subsidiaries	(376.5		)	(381.8		)
Sold to partially-owned subsidiaries	(236.1		)	(180.9		)
	$	4,584.6		$	4,299.0

Certain prior year balances with respect to RIV 2013 have been reclassified as pertaining to a partially-owned subsidiary to conform to the 2013 presentation. See Note 5 Partially-Owned Leasing Subsidiaries.

Note 9. Goodwill

Goodwill by segment is as follows:

	June 30, 2013		December 31, 2012
			(as reported)
	(in millions)
Rail Group	$	122.5	$	122.5
Construction Products Group	112.6		105.2
Energy Equipment Group	13.9		10.9
Railcar Leasing and Management Services Group	1.8		1.8
	$	250.8	$	240.4

The net increase in the Construction Products Group and the Energy Equipment Group goodwill as of June 30, 2013 is primarily due to acquisition and divestiture activity during the six months endedJune 30, 2013. See Note 2 Acquisitions and Divestitures.

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Note 10. Warranties

The changes in the accruals for warranties for the three and six months endedJune 30, 2013 and 2012 are as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(in millions)
Beginning balance	$	12.6		$	14.5		$	12.5		$	13.5
Warranty costs incurred	(1.5		)	(1.5		)	(3.0		)	(3.9		)
Warranty originations and revisions	3.4			1.4			6.0			5.2
Warranty expirations	(1.0		)	(0.6		)	(2.0		)	(1.0		)
Ending balance	$	13.5		$	13.8		$	13.5		$	13.8

Note 11. Debt

The following table summarizes the components of debt as of June 30, 2013 and December 31, 2012:

	June 30, 2013			December 31, 2012
	(in millions)
Manufacturing/Corporate – Recourse:
Revolving credit facility	$	—		$	—
Convertible subordinated notes	450.0			450.0
Less: unamortized discount	(81.0		)	(87.5		)
	369.0			362.5
Other	1.0			1.2
	370.0			363.7
Leasing – Recourse:
Capital lease obligations	43.7			45.8
Term loan	—			48.6
	43.7			94.4
Total recourse debt	413.7			458.1
Leasing – Non-recourse:
Wholly-owned subsidiaries:
2006 secured railcar equipment notes	248.5			255.8
Promissory notes	411.8			424.1
2009 secured railcar equipment notes	204.2			209.2
2010 secured railcar equipment notes	334.2			341.5
TILC warehouse facility	167.4			173.6
	1,366.1			1,404.2
Partially-owned subsidiaries:
2012 secured railcar equipment notes - RIV 2013	327.0			333.8
TRIP Master Funding secured railcar equipment notes	777.4			797.7
TRIP Holdings senior secured notes:
Total outstanding	—			170.0
Less: owned by Trinity	—			(108.8		)
	—			61.2
	1,104.4			1,192.7
Total non–recourse debt	2,470.5			2,596.9
Total debt	$	2,884.2		$	3,055.0

We have a $425.0 million unsecured revolving credit facility that matures on October 20, 2016. As of June 30, 2013, we had letters of credit issued under our revolving credit facility in an aggregate principal amount of $69.9 million, leaving $355.1 million available for borrowing. Other than these letters of credit, there were no borrowings under our revolving credit facility as of June 30, 2013, or for the six month period then ended. Of the outstanding letters of credit as of June 30, 2013, a total of $1.9 million is expected to expire in 2013 and the remainder in 2014. The majority of our letters of credit obligations support the Company’s various insurance programs and generally renew each year. Trinity’s revolving credit facility requires the maintenance of ratios

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related to minimum interest coverage for the leasing and manufacturing operations and maximum leverage. Borrowings under the credit facility bear interest at Libor plus 1.50% or prime plus 0.50%. As of June 30, 2013, we were in compliance with all such financial covenants.

The Company's 3 7/8% convertible subordinated notes are recorded net of unamortized discount to reflect their underlying economics by capturing the value of the conversion option as borrowing costs. As of June 30, 2013 and December 31, 2012, capital in excess of par value included $92.8 million related to the estimated value of the Convertible Subordinated Notes’ conversion options, in accordance with ASC 470-20. Debt discount recorded in the consolidated balance sheet is being amortized through June 1, 2018 to yield an effective annual interest rate of 8.42% based upon the estimated market interest rate for comparable non-convertible debt as of the issuance date of the Convertible Subordinated Notes. Total interest expense recognized on the Convertible Subordinated Notes for the three and six months endedJune 30, 2013 and 2012 is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(in millions)
Coupon rate interest	$	4.3	$	4.3	$	8.7	$	8.7
Amortized debt discount	3.2		3.0		6.5		6.0
	$	7.5	$	7.3	$	15.2	$	14.7

At June 30, 2013, the Convertible Subordinated Notes were convertible at a price of $50.98 per share resulting in 8,826,991 issuable shares. As of June 30, 2013, if the Convertible Subordinated Notes had been converted, no shares would have been issued since the trading price of the Company’s common stock was below the conversion price of the Convertible Subordinated Notes. The Company has not entered into any derivatives transactions associated with these notes.

The $475.0 million TILC warehouse loan facility, established to finance railcars owned by TILC, had $167.4 million outstanding and $307.6 million available as of June 30, 2013. The warehouse loan is a non-recourse obligation secured by a portfolio of railcars and operating leases, certain cash reserves, and other assets acquired and owned by the warehouse loan facility. The principal and interest of this indebtedness are paid from the cash flows of the underlying leases. Advances under the facility bear interest at a defined index rate plus a margin, for an all-in interest rate of 1.95% at June 30, 2013. In June 2013, the warehouse loan facility was renewed and extended through June 2015. Amounts outstanding at maturity, absent renewal, will be payable in three installments in December 2015, June 2016, and December 2016.

The Company's term loan agreement was repaid in full in March 2013.

The TRIP Holdings senior secured notes were repaid in full in May 2013. See Note 5 Partially-Owned Leasing Subsidiaries for further explanation.

On August 1, 2013, TRL 2012 issued $183.4 million in aggregate principal amount of Series 2013-1 Secured Railcar Equipment Notes pursuant to the Master Indenture between TRL 2012 and Wilmington Trust Company, as indenture trustee, with regard to the 2012 secured railcar equipment notes . The 2013-1 Secured Railcar Equipment Notes bear interest at a fixed rate of 3.9%, are payable monthly, and have a stated final maturity date of July 15, 2043. The 2013-1 Secured Railcar Equipment Notes are obligations of TRL 2012 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL 2012.

Terms and conditions of other debt, including recourse and non-recourse provisions, are described in Note 11 of the December 31, 2012 Consolidated Financial Statements filed on Form 10-K.

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The remaining principal payments under existing debt agreements as of June 30, 2013 are as follows:

	Remaining six months of 2013		2014		2015		2016		2017		Thereafter
	(in millions)
Recourse:
Manufacturing/Corporate	$	0.2	$	0.2	$	0.2	$	0.2	$	0.2	$	450.0
Leasing – capital lease obligations (Note 6)	1.5		3.1		3.3		3.5		3.7		28.6
Non-recourse – leasing (Note 6):
2006 secured railcar equipment notes	7.9		16.9		18.6		21.9		24.1		159.1
Promissory notes	14.5		25.4		22.7		349.2		—		—
2009 secured railcar equipment notes	5.2		9.9		9.6		6.5		6.3		166.7
2010 secured railcar equipment notes	7.3		14.0		15.3		15.0		13.7		268.9
TILC warehouse facility - facility termination payments	—		—		55.8		111.6		—		—
2012 secured railcar equipment notes - RIV 2013	8.4		16.6		15.7		15.9		13.8		256.6
TRIP Master Funding secured railcar equipment notes	20.6		40.1		35.7		29.3		20.4		631.3
Total principal payments	$	65.6	$	126.2	$	176.9	$	553.1	$	82.2	$	1,961.2

Note 12. Other, Net

Other, net (income) expense consists of the following items:

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(in millions)
Foreign currency exchange transactions	$	0.8		$	0.6		$	0.5		$	(1.4	)
Gain on equity investments	(0.1		)	(0.1		)	(0.2		)	(0.1		)
Other	0.2			(0.6		)	(2.1		)	(1.5		)
Other, net	$	0.9		$	(0.1	)	$	(1.8	)	$	(3.0	)

Other for the six months endedJune 30, 2013 includes $1.7 million in income related to the change in fair value of certain equity repurchase agreements with an investor in TRIP Holdings. See Note 3 Fair Value Accounting and Note 5 Partially-Owned Leasing Subsidiaries.

Note 13. Income Taxes

The provision for income taxes results in effective tax rates that differ from the statutory rates. The following is a reconciliation between the statutory U.S. Federal income tax rate and the Company’s effective income tax rate on income from continuing operations:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Statutory rate	35.0	%	35.0	%	35.0	%	35.0	%
State taxes	2.1		2.0		2.1		2.0
Domestic production activities deduction	(1.5	)	—		(1.0	)	—
Noncontrolling interests income	(1.6	)	—		(0.8	)	—
Tax assessments and settlements	1.2		—		0.6		(1.2	)
Other, net	(0.6	)	0.1		(0.5	)	(0.5	)
Effective rate	34.6	%	37.1	%	35.4	%	35.3	%

Our effective tax rate reflects a current tax benefit available for U.S. manufacturing activity. In May 2013, TRIP Holdings and RIV 2013 elected to be treated as partnerships for income tax purposes and consequently no income tax expense has been provided with respect to income earned after this election attributable to the noncontrolling interests. The immediate tax consequence of

25

the election to be treated as a partnership had a nominal impact to the overall effective tax rate. See Note 5 Partially-Owned Leasing Subsidiaries for a further explanation of activities with respect to TRIP Holdings and RIV 2013.

The IRS field work for our 2006-2008 audit cycle has concluded and all issues, except for transfer pricing, have been agreed upon and tentatively settled. The transfer pricing issue has been appealed and we are working with both the U.S. and Mexican taxing authorities to coordinate taxation. At this time, we cannot determine when the 2006-2008 cycle will close and all issues formally settled. In addition, we are currently under IRS audit for the 2009- 2011 tax years.

We have various subsidiaries in Mexico that file separate tax returns and are subject to examination by taxing authorities at different times. The 2003 tax year of one of our Mexican subsidiaries is still under review and its statute of limitations remains open through June 2014 and its 2007 tax year remains open due to transfer pricing issues. The remaining entities are generally open for their 2008 tax years and forward.

Our two Swiss subsidiaries, one of which is a holding company and the other of which is dormant, have been audited by the taxing authorities through 2008 and 2009. The statute of limitations in Switzerland is generally five years from the end of the tax year, but can be extended up to 15 years in certain cases if the audit has commenced during the original five year period. We also currently have sales offices in Europe and Canada that are subject to various statutes of limitations with regard to their tax status. Generally, states’ statutes of limitations in the U.S. are open from 2003 forward due to the use of tax loss carryforwards in certain jurisdictions.

The change in unrecognized tax benefits for the six months endedJune 30, 2013 and 2012 was as follows:

	Six Months Ended June 30,
	2013			2012
	(in millions)
Beginning balance	$	48.7		$	52.5
Additions for tax positions related to the current year	2.3			2.0
Additions for tax positions of prior years	0.9			—
Reductions for tax positions of prior years	—			(1.1		)
Settlements	—			(3.3		)
Expiration of statute of limitations	(0.1		)	(0.1		)
Ending balance	$	51.8		$	50.0

Additions for tax positions related to the current year in the amounts of $2.3 million and $2.0 million recorded in the six months endedJune 30, 2013 and 2012, respectively, were amounts provided for tax positions that will be taken for Federal and state income tax purposes when we file those tax returns.

Additions for tax positions related to prior years in the amount of $0.9 million recorded in the six months endedJune 30, 2013, were for Federal tax positions taken on the prior year tax returns which the IRS has identified in the current period.

The reduction in tax positions of prior years of $1.1 million for the six months endedJune 30, 2012, was primarily related to new guidance issued in March 2012 by the IRS regarding the capitalization of fixed assets as well as state taxes.

Settlements during six months endedJune 30, 2012 primarily related to the settlement of our 2004-2005 IRS audit as well as the related impact on state tax returns.

The expiration of statute of limitations relates to state taxes where the statute has closed.

The total amount of unrecognized tax benefits including interest and penalties at June 30, 2013 and 2012, that would affect the Company’s overall effective tax rate if recognized was $13.1 million and $17.5 million, respectively. There is a reasonable possibility that unrecognized Federal and state tax benefits will decrease by $1.2 million by June 30, 2014 due to settlements and lapses in statutes of limitations for assessing tax. During the first quarter of 2013, we entered into an agreement with the IRS to extend the statute of limitations to assess tax on our December 31, 2006-2008 tax years. Thus, items that were previously expected to settle during the year ended December 31, 2013 are now expected to settle during the year ended December 31, 2014.

Trinity accounts for interest expense and penalties related to income tax issues as income tax expense. Accordingly, interest expense and penalties associated with an uncertain tax position are included in the income tax provision. The total amount of accrued interest and penalties as of June 30, 2013 and December 31, 2012 was $10.7 million and $10.3 million, respectively. Income tax expense for the three and six months endedJune 30, 2013, included an increase in income tax expense of $0.2 million

26

and $0.4 million, respectively, in interest expense and penalties related to uncertain tax positions. Income tax expense for the three and six months endedJune 30, 2012, included an increase in income tax expense of $0.1 million and a decrease of $0.8 million, respectively, in interest expense and penalties related to uncertain tax positions.

Note 14. Employee Retirement Plans

The following table summarizes the components of net retirement cost for the Company:

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(in millions)
Expense Components
Service cost	$	0.2		$	0.2		$	0.5		$	0.4
Interest	4.6			4.9			9.3			9.7
Expected return on plan assets	(6.7		)	(5.8		)	(13.3		)	(11.4		)
Amortization of actuarial loss	1.3			0.9			2.5			1.8
Defined benefit expense	(0.6		)	0.2			(1.0		)	0.5
Profit sharing	3.3			3.2			6.4			5.8
Net expense	$	2.7		$	3.4		$	5.4		$	6.3

Trinity contributed $4.5 million and $8.1 million to the Company's defined benefit plans for the three and six months endedJune 30, 2013, respectively. Trinity contributed $4.1 million and $10.2 million to the Company's defined benefit pension plans for the three and six months endedJune 30, 2012, respectively. Total contributions to the Company's defined benefit pension plans in 2013 are expected to be approximately $18.9 million.

Note 15. Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss for the six months endedJune 30, 2013 are as follows, net of tax:

	Currency translation adjustments			Unrealized loss on derivative financial instruments			Net actuarial gains/(losses) of defined benefit plans			Accumulated Other Comprehensive Loss
	(in millions)
Balances at December 31, 2012	$	(16.5	)	$	(34.8	)	$	(98.8	)	$	(150.1	)
Other comprehensive income before reclassifications	—			0.8			—			0.8
Amounts reclassified from accumulated other comprehensive loss, net of tax benefit of $-, $4.8, $1.0, and $5.8	—			9.3			1.5			10.8
Less: noncontrolling interest	—			(2.4		)	—			(2.4		)
Other comprehensive income	—			7.7			1.5			9.2
Sale of interests in partially-owned leasing subsidiaries	—			13.3			—			13.3
Repurchase of interests in partially-owned leasing subsidiary	—			(6.4		)	—			(6.4		)
Balances at June 30, 2013	$	(16.5	)	$	(20.2	)	$	(97.3	)	$	(134.0	)

See Note 7 Derivative Instruments for information on the reclassification of amounts in accumulated other comprehensive loss into earnings. Reclassifications of unrealized before-tax losses on derivative financial instruments are included in interest expense in the Consolidated Statement of Operations. Approximately $1.9 million of the before-tax reclassification of net actuarial gains/(losses) of defined benefit plans are included in cost of revenues with the remainder included in selling, engineering, and administrative expenses in the Consolidated Statement of Operations for the six months endedJune 30, 2013.

Note 16. Stock-Based Compensation

Stock-based compensation totaled approximately $9.9 million and $18.9 million for the three and six months endedJune 30, 2013, respectively. Stock-based compensation totaled approximately $5.6 million and $12.5 million for the three and six months endedJune 30, 2012, respectively.

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Note 17. Earnings Per Common Share

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 unrestricted common shares outstanding for the period. Except when the effect would be antidilutive, the calculation of diluted net income attributable to Trinity per common share includes the net impact of unvested restricted shares and shares that could be issued under outstanding stock options. Total weighted average restricted shares and antidilutive stock options were 3.6 million shares and 3.4 million shares for the three and six month periods endedJune 30, 2013, respectively. Total weighted average restricted shares and antidilutive stock options were 3.3 million shares and 3.2 million shares for the three and six month periods endedJune 30, 2012, respectively.

The computation of basic and diluted net income attributable to Trinity Industries, Inc. follows. Amounts previously reported have been adjusted to reflect discontinued operations resulting from the sale of the Company's ready-mix concrete operations. See Note 2 Acquisitions and Divestitures.

	Three Months Ended June 30, 2013							Three Months Ended June 30, 2012
	(in millions, except per share amounts)
	Income (Loss)			Average Shares	EPS			Income (Loss)			Average Shares	EPS
Net income from continuing operations	$	89.2						$	66.1
Less: net income (loss) from continuing operations attributable to noncontrolling interest	4.2							(0.3		)
Net income from continuing operations attributable to Trinity Industries, Inc.	85.0							66.4
Unvested restricted share participation	(2.7		)					(2.3		)
Net income from continuing operations attributable to Trinity Industries, Inc. – basic	82.3			77.0	$	1.07		64.1			77.7	$	0.82
Effect of dilutive securities:
Stock options	—			0.1				—			0.2
Net income from continuing operations attributable to Trinity Industries, Inc. – diluted	$	82.3		77.1	$	1.07		$	64.1		77.9	$	0.82
Net income (loss) from discontinued operations, net of taxes	$	(1.0	)					$	1.4
Unvested restricted share participation	—							—
Net income (loss) from discontinued operations, net of taxes – basic	(1.0		)	77.0	$	(0.01	)	1.4			77.7	$	0.02
Effect of dilutive securities:
Stock options	—			0.1				—			0.2
Net income (loss) from discontinued operations, net of taxes – diluted	$	(1.0	)	77.1	$	(0.01	)	$	1.4		77.9	$	0.02

28

	Six Months Ended June 30, 2013						Six Months Ended June 30, 2012
	(in millions, except per share amounts)
	Income (Loss)			Average Shares	EPS		Income (Loss)			Average Shares	EPS
Net income from continuing operations	$	161.4					$	118.5
Less: net income (loss) from continuing operations attributable to noncontrolling interest	3.9						(0.9		)
Net income from continuing operations attributable to Trinity Industries, Inc.	157.5						119.4
Unvested restricted share participation	(5.0		)				(3.7		)
Net income from continuing operations attributable to Trinity Industries, Inc. – basic	152.5			77.0	$	1.98	115.7			77.7	$	1.49
Effect of dilutive securities:
Stock options	—			0.1			—			0.2
Net income from continuing operations attributable to Trinity Industries, Inc. – diluted	$	152.5		77.1	$	1.98	$	115.7		77.9	$	1.49
Net income from discontinued operations, net of taxes	$	5.6					$	1.3
Unvested restricted share participation	(0.2		)				(0.3		)
Net income from discontinued operations, net of taxes – basic	5.4			77.0	$	0.07	1.0			77.7	$	0.01
Effect of dilutive securities:
Stock options	—			0.1			—			0.2
Net income from discontinued operations, net of taxes – diluted	$	5.4		77.1	$	0.07	$	1.0		77.9	$	0.01

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Note 18. Contingencies

Highway Products Litigation

As previously reported, on September 2, 2011, the Company and the Texas A&M University System, as Plaintiffs, filed litigation in Virginia asserting claims of patent and trademark infringement against SPIG Industry, LLC, SPIG Industry, Inc., and Selco Construction Services, Inc. The litigation alleged that without authorization SPIG Industry, LLC and SPIG Industry, Inc. manufactured and sold, and Selco Construction Services, Inc. installed certain highway guardrail end terminal products that copied the Plaintiffs' ET-Plus System (“ET-Plus”). The ET-Plus is a patented, energy-absorbing, guardrail end terminal system designed by engineers at the Texas A&M Transportation Institute. The ET-Plus is manufactured under license, marketed and sold by Trinity Highway Products, LLC, a wholly-owned subsidiary of the Company. The ET-Plus is typically purchased by state Departments of Transportation and highway construction contractors for use along roadways and medians. The Company settled the infringement lawsuit on acceptable terms and the defamation and disparagement lawsuits in Texas and Georgia have been dismissed based on the Company's motion.

As previously reported, in a related matter, on January 28, 2013, the Company was advised that the United States filed a “Notice of Election to Decline Intervention” in a False Claims Act (Qui Tam) complaint filed under seal on March 6, 2012 in the United States District Court for the Eastern District of Texas, Marshall Division styled JOSHUA HARMAN, on behalf of the UNITED STATES OF AMERICA, PLAINTIFF/Relator (“Mr. Harman”) v. TRINITY INDUSTRIES, INC., DEFENDANT, Case 2:12-cv-00089-JRG. Although the Company did not receive service of process with respect to the Original Complaint, the Company was served with Mr. Harman's Amended Complaint on May 17, 2013. Mr. Harman alleges that the Company presented false or fraudulent claims, records or statements to the United States to obtain payment or approval, ostensibly related to the ET-Plus, and seeks damages equaling the cost to recall and replace all installations of the ET-Plus plus treble civil penalties, costs, and interest. The Company notes that since its introduction in 2000, including all improvement modifications thereafter, the ET-Plus has satisfied the testing criteria required by the governing National Cooperative Highway Research Program Report 350 and the product approval requirements of the Federal Highway Administration. The Company intends to vigorously defend against Mr. Harman's allegations which will likely result in certain legal expenses. We do not believe that a loss is probable nor can a range of losses be determined. Accordingly, no accrual or range of loss has been included in the accompanying consolidated financial statements.

Railworthiness Directive

As previously reported, in 2011 the Company received the approval of the Federal Railroad Administration to implement a voluntary recertification of 948 tank cars owned or managed by the Company’s wholly-owned, railcar leasing subsidiary and used in transporting poison inhalation hazard (“PIH”) materials. The recertification process, having been completed for over half of the tank cars as of June 30, 2013, is progressing and being performed in conjunction with the normal three to five year, federally mandated inspection cycle for tank cars in PIH service. Maintenance costs associated with this recertification process are expensed as incurred. The additional costs estimated to be incurred for compliance with the directive are not expected to be significant.

Other Matters

As previously reported, Trinity Structural Towers, Inc., a wholly-owned subsidiary of the Company, is in litigation with a structural wind towers customer for the customer’s breach of a long-term supply contract for the manufacture of towers. While the customer partially performed the contract, it ultimately defaulted on its purchase obligation and did not remedy such default following written notice. Discovery in this litigation is continuing.

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The Company is involved in claims and lawsuits incidental to our business arising from various matters including product warranty, personal injury, environmental issues, workplace laws, and various governmental regulations. The Company evaluates its exposure to such claims and suits periodically and establishes accruals for these contingencies when a range of loss can be reasonably estimated. The range of reasonably possible losses for such matters, taking into consideration our rights in indemnity and recourse to third parties is $6.0 million to $31.4 million. Total accruals of $18.9 million, including environmental and workplace matters described below, are included in accrued liabilities in the accompanying consolidated balance sheet. The Company believes any additional liability would not be material to its financial position or results of operations.

Trinity is subject to remedial orders and Federal, state, local, and foreign laws and regulations relating to the environment and the workplace. The Company has reserved $9.2 million to cover our probable and estimable liabilities with respect to the investigations, assessments, and remedial responses to such matters, taking into account currently available information and our contractual rights to indemnification and recourse to third parties. However, estimates of liability arising from future proceedings, assessments, or remediation are inherently imprecise. Accordingly, there can be no assurance that we will not become involved in future litigation or other proceedings involving the environment and the workplace or, if we are found to be responsible or liable in any such litigation or proceeding, that such costs would not be material to the Company. We believe that we are currently in substantial compliance with environmental and workplace laws and regulations.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. Our MD&A is presented in the following sections:

•Executive Summary

•Results of Operations

•Liquidity and Capital Resources

•Contractual Obligations and Commercial Commitments

•Recent Accounting Pronouncements

•Forward-Looking Statements

Our MD&A should be read in conjunction with the unaudited consolidated financial statements of Trinity Industries, Inc. and subsidiaries ("Trinity", "Company", "we", and "our") and related Notes in Part I, Item 1 of the Quarterly Report on Form 10-Q and Item 8, Financial Statements and Supplementary Data, of the Annual Report on Form 10-K for the year-ended December 31, 2012.

Executive Summary

The Company’s revenues for the three and six months endedJune 30, 2013 were $1,066.1 million and $1,999.0 million, respectively, representing an increase of $70.6 million and $107.3 million, respectively, or 7% and 6% respectively, over the same periods in 2012. Operating profit for the three and six months endedJune 30, 2013 increased by 20% and 25%, respectively, to $183.4 million and $342.9 million, respectively, compared to $152.5 million and $275.2 million, respectively, for the same periods in 2012. The increase in revenues for the six months endedJune 30, 2013, when compared to the prior year period, resulted primarily from higher shipment volumes and higher pricing due to increased overall demand and product mix changes in our Rail Group. Our Leasing Group experienced higher leasing and management revenues from higher fleet additions and an increase in rental rates offset by lower revenues from railcar sales. Lower shipment levels led to lower revenues for our Inland Barge Group for the six months endedJune 30, 2013, when compared with the prior year period while revenues from our Construction Products Group were substantially unchanged. Operating profit and margin for the Company grew for the six months endedJune 30, 2013, when compared with the prior year, primarily due to higher shipment levels and higher pricing resulting from product mix changes in our Rail Group. Selling, engineering, and administrative expenses increased for the six months endedJune 30, 2013 primarily due to higher compensation costs, higher consulting costs, and certain increased legal reserves. Net income from continuing operations for the three and six months endedJune 30, 2013 increased $23.1 million and $42.9 million, respectively, over the same periods in 2012.

Our Rail and Inland Barge Groups and our structural wind towers and containers businesses operate in cyclical industries.  Results in our Construction Products and Energy Equipment Groups are subject to seasonal fluctuations with the first quarter historically being the weakest quarter. Railcar sales from the lease fleet are the primary driver of fluctuations in results in the Railcar Leasing and Management Services Group.

Demand conditions and corresponding order levels for new railcars and barges are currently mixed. Demand conditions for railcars and barges serving the oil, gas, and chemicals industries continue to be very favorable, while demand conditions and corresponding order levels in other markets, including coal and grain, are less favorable. Orders for structural wind towers, slow since mid-2008, increased in 2013 principally related to the January 2013 renewal of the Federal production tax credit.The slowdown in the commercial construction markets and budgetary constraints at the state level have negatively impacted the results of our Construction Products Group.

We continually assess our manufacturing capacity and take steps to align our production capacity with demand for our products. Due to improvements in demand for certain products, we have increased production staff at certain facilities since late 2010. We expect that facilities on non-operating status will be available for future operations to the extent that demand further increases.

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Our backlog at June 30, 2013 compared with the prior year period was approximately as follows:

	June 30, 2013		June 30, 2012
	(in millions)
Rail Group
External Customers	$	4,174.7	$	2,364.9
Leasing Group	879.8		794.7
	$	5,054.5	$	3,159.6
Inland Barge	$	563.6	$	541.5
Structural wind towers	$	642.9	$	817.4

For the six months endedJune 30, 2013, our rail manufacturing businesses received orders for 19,505 railcars. The increase in backlog as of June 30, 2013 reflects the value of orders taken during the period. The orders in our backlog from the Leasing Group are supported by lease commitments with external customers. The final amount dedicated to the Leasing Group may vary by the time of delivery. For multi-year barge agreements, deliveries scheduled for 2013 and 2014 are included in the backlog at this time where specific production quantities for future years have been determined. Approximately $412.5 million of the structural wind towers backlog is subject to litigation with a structural wind towers customer for the customer’s breach of a long-term supply contract for the manufacture of towers.

Results of Operations

Overall Summary for Continuing Operations

Revenues

	Three Months Ended June 30, 2013								Three Months Ended June 30, 2012
	Revenues								Revenues								Percent
	External		Intersegment			Total			External		Intersegment			Total			Change
	($ in millions)
Rail Group	$	474.1	$	193.9		$	668.0		$	380.2	$	136.7		$	516.9		29.2	%
Construction Products Group	149.3		5.2			154.5			118.7		5.2			123.9			24.7
Inland Barge Group	150.0		—			150.0			173.9		—			173.9			(13.7	)
Energy Equipment Group	121.4		31.1			152.5			126.6		4.1			130.7			16.7
Railcar Leasing and Management Services Group	169.6		—			169.6			192.3		1.9			194.2			(12.7	)
All Other	1.7		20.0			21.7			3.8		17.0			20.8			4.3
Eliminations – Lease subsidiary	—		(189.5		)	(189.5		)	—		(132.3		)	(132.3		)
Eliminations – Other	—		(60.7		)	(60.7		)	—		(32.6		)	(32.6		)
Consolidated Total	$	1,066.1	$	—		$	1,066.1		$	995.5	$	—		$	995.5		7.1
	Six Months Ended June 30, 2013								Six Months Ended June 30, 2012
	Revenues								Revenues								Percent
	External		Intersegment			Total			External		Intersegment			Total			Change
	($ in millions)
Rail Group	$	897.7	$	395.8		$	1,293.5		$	721.4	$	262.6		$	984.0		31.5	%
Construction Products Group	247.3		11.0			258.3			239.2		10.6			249.8			3.4
Inland Barge Group	297.4		—			297.4			343.3		—			343.3			(13.4	)
Energy Equipment Group	249.9		57.3			307.2			246.7		9.0			255.7			20.1
Railcar Leasing and Management Services Group	304.0		—			304.0			334.4		2.1			336.5			(9.7	)
All Other	2.7		38.3			41.0			6.7		29.8			36.5			12.3
Eliminations – Lease subsidiary	—		(387.5		)	(387.5		)	—		(254.9		)	(254.9		)
Eliminations – Other	—		(114.9		)	(114.9		)	—		(59.2		)	(59.2		)
Consolidated Total	$	1,999.0	$	—		$	1,999.0		$	1,891.7	$	—		$	1,891.7		5.7

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Our revenues for the three months endedJune 30, 2013 increased from the prior year period primarily due to higher shipment volume and higher average pricing in our Rail Group and higher shipment volumes in our Construction Products Group. Lower revenues in our Inland Barge Group were due to product mix changes and softer pricing while revenue in our Railcar Leasing and Management Services Group declined due to lower railcar sales offset by higher leasing and management revenues. Revenues for the six months endedJune 30, 2013 increased from the prior year period primarily due to higher railcar shipments and higher pricing in our Rail Group. Lower revenues in our Inland Barge Group were due to lower shipment volumes, product mix changes, and softer pricing while revenue in our Railcar Leasing and Management Services Group declined due to lower railcar sales offset by higher leasing and management revenues.

Operating Profit (Loss)

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(in millions)
Rail Group	$	107.9		$	53.0		$	210.8		$	93.1
Construction Products Group	19.0			12.8			26.7			23.9
Inland Barge Group	20.9			36.6			45.2			66.6
Energy Equipment Group	14.3			4.0			29.2			0.2
Railcar Leasing and Management Services Group	75.7			76.4			137.3			142.9
All Other	(3.8		)	(6.3		)	(6.4		)	(5.1		)
Corporate	(15.5		)	(9.6		)	(32.1		)	(21.2		)
Eliminations – lease subsidiary	(34.7		)	(12.2		)	(67.1		)	(23.1		)
Eliminations – other	(0.4		)	(2.2		)	(0.7		)	(2.1		)
Consolidated Total	$	183.4		$	152.5		$	342.9		$	275.2

Our operating profit for the three and six months endedJune 30, 2013 increased primarily as a result of higher shipment levels in our Rail Group, acquisition-related improvements in our Construction Products Group and improved efficiencies in our Energy Equipment Group. Selling, engineering, and administrative expenses as a percentage of revenue increased to 6.7% and 7.0%, respectively, for the three and six months endedJune 30, 2013 as compared to 5.3% and 5.5%, respectively, for the same periods in 2012 due primarily to higher compensation costs arising from better financial performance and expectations, higher consulting costs, and certain increased legal reserves.

Other Income and Expense. Other income and expense is summarized in the following table:

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(in millions)
Interest income	$	(0.4	)	$	(0.4	)	$	(0.8	)	$	(0.8	)
Interest expense	46.5			47.9			95.7			95.8
Other, net	0.9			(0.1		)	(1.8		)	(3.0		)
Consolidated Total	$	47.0		$	47.4		$	93.1		$	92.0

Interest expense and interest income for the six months endedJune 30, 2013 were substantially unchanged from the prior year.

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Income Taxes. The provision for income taxes results in effective tax rates that differ from the statutory rates. The following is a reconciliation between the statutory U.S. Federal income tax rate and the Company’s effective income tax rate on income from continuing operations:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Statutory rate	35.0	%	35.0	%	35.0	%	35.0	%
State taxes	2.1		2.0		2.1		2.0
Domestic production activities deduction	(1.5	)	—		(1.0	)	—
Noncontrolling interests income	(1.6	)	—		(0.8	)	—
Tax assessments and settlements	1.2		—		0.6		(1.2	)
Other, net	(0.6	)	0.1		(0.5	)	(0.5	)
Effective rate	34.6	%	37.1	%	35.4	%	35.3	%

Our effective tax rate reflects a current tax benefit available for U.S. manufacturing activity. In May 2013, TRIP Holdings and RIV 2013 elected to be treated as partnerships for income tax purposes and consequently no income tax expense has been provided with respect to income earned after this election attributable to the noncontrolling interests. The immediate tax consequence of the election to be treated as a partnership had a nominal impact to the overall effective tax rate. See Note 5 of the Consolidated Financial Statements for a further explanation of activities with respect to TRIP Holdings and RIV 2013.

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Segment Discussion

Rail Group

	Three Months Ended June 30,								Six Months Ended June 30,
	2013			2012			Percent		2013			2012			Percent
	($ in millions)						Change		($ in millions)						Change
Revenues:
Rail	$	637.3		$	473.9		34.5	%	$	1,228.6		$	900.3		36.5	%
Components	30.7			43.0			(28.6	)	64.9			83.7			(22.5	)
Total revenues	668.0			516.9			29.2		1,293.5			984.0			31.5
Operating costs:
Cost of revenues	547.6			454.0			20.6		1,059.6			872.1			21.5
Selling, engineering, and administrative costs	12.5			9.9			26.3		23.1			18.8			22.9
Operating profit	$	107.9		$	53.0		103.6		$	210.8		$	93.1		126.4
Operating profit margin	16.2		%	10.3		%			16.3		%	9.5		%

As of June 30, 2013 and 2012 our Rail Group backlog of railcars was as follows:

	As of June 30,
	2013		2012
	(in millions)
External Customers	$	4,174.7	$	2,364.9
Leasing Group	879.8		794.7
Total	$	5,054.5	$	3,159.6

The changes in the number of railcars in the Rail Group backlog are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Beginning balance	41,265		27,245		31,990		29,000
Orders received	5,000		8,610		19,505		11,865
Shipments	(5,600	)	(5,245	)	(10,830	)	(10,255	)
Ending balance	40,665		30,610		40,665		30,610

Total revenues increased $151.1 million and $309.5 million, respectively, for the three and six months endedJune 30, 2013 compared to the same period in the prior year as a result of an increase in railcar deliveries and an increase in average sales price, resulting from higher overall demand and product mix changes. Cost of revenues increased $93.6 million and $187.5 million, respectively, for the three and six months endedJune 30, 2013 compared to the same periods in the prior year as a result of increased unit deliveries as well as a larger mix of higher-cost railcars. Operating profit margin increased due to the higher average sales price and product mix.

Unit and price increases, as well as product mix change increased total backlog dollars when comparing June 30, 2013 to the prior year. The average selling price in the backlog at June 30, 2013 increased as compared to the previous year due to higher demand and product mix. The backlog dedicated to the Leasing Group is supported by lease commitments with external customers. The final amount dedicated to the Leasing Group may vary by the time of delivery.

In the three months endedJune 30, 2013, railcar shipments included sales to the Leasing Group of $189.5 million compared to $132.3 million in the comparable period in 2012, with a deferred profit of $34.7 million compared to $12.2 million for the same period in 2012. In the six months endedJune 30, 2013, railcar shipments included sales to the Leasing Group of $387.5 million compared to $254.9 million in the comparable in 2012, with a deferred profit of $67.1 million compared to $23.1 million for the same period in 2012.

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Construction Products Group

	Three Months Ended June 30,								Six Months Ended June 30,
	2013			2012			Percent		2013			2012			Percent
	($ in millions)						Change		($ in millions)						Change
Revenues:
Highway Products	$	96.8		$	96.9		(0.1	)%	$	166.7		$	199.4		(16.4	)%
Aggregates	36.0			16.7			115.6		52.0			29.1			78.7
Other	21.7			10.3			110.7		39.6			21.3			85.9
Total revenues	154.5			123.9			24.7		258.3			249.8			3.4
Operating costs:
Cost of revenues	118.6			97.3			21.9		200.3			201.0			(0.3	)
Selling, engineering, and administrative costs	16.9			13.9			21.6		31.3			25.0			25.2
Property disposition gains	—			(0.1		)			—			(0.1		)
Operating profit	$	19.0		$	12.8		48.4		$	26.7		$	23.9		11.7
Operating profit margin	12.3		%	10.3		%			10.3		%	9.6		%

Revenues increased for the three months endedJune 30, 2013 compared to the same period last year, primarily due to acquisition-related volume in our Aggregates and other product lines. For the six months endedJune 30, 2013, revenues increased compared to the same period last year primarily due to acquisition-related volume in our Aggregates and other product lines offset by softer pricing and lower volumes in our Highway Products business attributable to lower demand and unfavorable weather conditions.

Cost of revenues increased at a lesser rate than revenues for the three and six months endedJune 30, 2013, primarily due to production efficiencies in the Aggregates business. Selling, engineering, and administrative expense mainly increased due to additional headcount related to acquisitions in our Aggregates and other businesses.

In March 2013, the Company completed the sale of its remaining ready-mix concrete operations. The divestiture of our ready-mix concrete operations has been accounted for and reported as a discontinued operation and, accordingly, historical amounts previously reported have been adjusted, where appropriate, to remove the effect of these discontinued operations.

Inland Barge Group

	Three Months Ended June 30,								Six Months Ended June 30,
	2013			2012			Percent		2013			2012			Percent
	($ in millions)						Change		($ in millions)						Change
Revenues	$	150.0		$	173.9		(13.7	)%	$	297.4		$	343.3		(13.4	)%
Operating costs:
Cost of revenues	124.4			133.5			(6.8	)	241.2			272.7			(11.6	)
Selling, engineering, and administrative costs	4.7			3.8			23.7		11.0			7.4			48.6
Property disposition gain	—			—					—			(3.4		)
Operating profit	$	20.9		$	36.6		(42.9	)	$	45.2		$	66.6		(32.1	)
Operating profit margin	13.9		%	21.0		%			15.2		%	19.4		%

Revenues decreased for the three months endedJune 30, 2013 compared to the same period in the prior year due to a change in the mix of hopper barge types and softer pricing. Revenues decreased for the six months ended June 30, 2013 compared to the same period in the prior year due to lower volumes of hopper barges and hopper barge covers, and a change in the mix of hopper barge types coupled with softer pricing. Cost of revenues decreased at a lesser rate than revenues due primarily to product mix changes. Selling, engineering, and administrative costs increased for the three and six months ended June 30, 2013 primarily as a result of increased employee-related and consulting costs as well as a legal reserve recorded during the three month period ended March 31, 2013 regarding a matter originating over ten years ago involving a foreign subsidiary. Operating costs for the six months endedJune 30, 2012 included a $3.4 million net gain from sales of barges previously included in property, plant, and equipment that were under lease to third-party customers.

As of June 30, 2013, the backlog for the Inland Barge Group was $563.6 million compared to $541.5 million as of June 30, 2012. For multi-year barge agreements, deliveries scheduled for 2013 and 2014 are included in the backlog at this time where specific production quantities for future years have been determined.

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Energy Equipment Group

	Three Months Ended June 30,								Six Months Ended June 30,
	2013			2012			Percent		2013			2012			Percent
	($ in millions)						Change		($ in millions)						Change
Revenues:
Structural wind towers	$	50.0		$	65.9		(24.1	)%	$	107.2		$	118.7		(9.7	)%
Other	102.5			64.8			58.2		200.0			137.0			46.0
Total revenues	152.5			130.7			16.7		307.2			255.7			20.1
Operating costs:
Cost of revenues	126.7			120.1			5.5		256.8			240.4			6.8
Selling, engineering, and administrative costs	11.5			6.6			74.2		21.2			15.1			40.4
Operating profit	$	14.3		$	4.0		257.5		$	29.2		$	0.2		*
Operating profit margin	9.4		%	3.1		%			9.5		%	0.1		%

* Not meaningful

Revenues for the three and six months endedJune 30, 2013 increased compared to the same periods in 2012 as a result of increased demand for container vessels and other product lines offset slightly by a change in product mix in our structural wind towers business. Cost of revenues for the three and six months endedJune 30, 2013 increased at a lesser rate than revenues compared to the prior year as the manufacturing challenges that impacted 2012 results have been resolved and manufacturing efficiencies have improved.

As of June 30, 2013, the backlog for structural wind towers was $642.9 million compared to $817.4 million as of June 30, 2012. Of this backlog, $412.5 million 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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Railcar Leasing and Management Services Group

	Three Months Ended June 30,								Six Months Ended June 30,
	2013			2012			Percent		2013			2012			Percent
	($ in millions)						Change		($ in millions)						Change
Revenues:
Leasing and management	$	150.7		$	132.0		14.2	%	$	285.0		$	259.4		9.9	%
Railcar sales	18.9			62.2			*		19.0			77.1			*
Total revenues	$	169.6		$	194.2		(12.7	)	$	304.0		$	336.5		(9.7	)
Operating profit:
Leasing and management	$	71.0		$	61.3				$	125.8		$	121.2
Railcar sales:
Railcars owned one year or less at the time of sale	3.5			13.5					3.5			16.4
Railcars owned more than one year at the time of sale	1.2			1.6					8.0			5.3
Total operating profit	$	75.7		$	76.4		(0.9	)	$	137.3		$	142.9		(3.9	)
Operating profit margin:
Leasing and management	47.1		%	46.4		%			44.1		%	46.7		%
Railcar sales	*			*					*			*
Total operating profit margin	44.6		%	39.3		%			45.2		%	42.5		%
Selected expense information(1):
Depreciation	$	32.0		$	30.0		6.7		$	63.0		$	59.3		6.2
Maintenance	$	18.4		$	14.4		27.8		$	37.4		$	28.8		29.9
Rent	$	13.3		$	12.8		3.9		$	26.7		$	25.5		4.7
Interest:
External	$	38.0		$	39.3				$	78.9		$	79.1
Intercompany	1.1			3.2					3.8			6.5
Total interest expense	$	39.1		$	42.5		(8.0	)	$	82.7		$	85.6		(3.4	)

* Not meaningful

⁽¹⁾ Depreciation, maintenance, and rent expense are components of operating profit. Interest expense is not a component of operating profit and includes the effect of hedges. Intercompany interest expense arises from Trinity’s previous ownership of a portion of TRIP Holdings’ Senior Secured Notes and is eliminated in consolidation. See Note 11 Debt of the Notes to Consolidated Financial Statements.

Total revenues decreased for the three and six months endedJune 30, 2013 compared to the same period last year, primarily due to decreased railcar sales from the lease fleet offset partially by increased operating revenues related to additions to the lease fleet and higher rental rates. Operating profit decreased for the three and six months endedJune 30, 2013 compared to the same periods last year primarily due to lower profit from railcar sales. Increased profit from operations resulting from higher rental rates and additions to the lease fleet more than offset increased maintenance, depreciation, and rent expense for the three and six months endedJune 30, 2013 when compared to the same period last year. Interest expense decreased as a result of lower borrowings.

To fund the continued expansion of its lease fleet to meet market demand, the Leasing Group generally uses its non-recourse $475 million warehouse facility or excess cash to provide initial financing for a portion of the purchase price of the railcars. After initial financing, the Leasing Group generally obtains long-term financing for the railcars in the lease fleet through non-recourse asset-backed securities, long-term non-recourse operating leases pursuant to sales/leaseback transactions, or long-term recourse debt such as equipment trust certificates. See Financing Activities.

Information regarding the Leasing Group’s lease fleet follows:

	June 30, 2013		June 30, 2012
Number of railcars	74,065		70,690
Average age in years	6.9		6.4
Average remaining lease term in years	3.3		3.3
Fleet utilization	98.7	%	99.1	%

39

All Other

	Three Months Ended June 30,								Six Months Ended June 30,
	2013			2012			Percent		2013			2012			Percent
	($ in millions)						Change		($ in millions)						Change
Revenues	$	21.7		$	20.8		4.3	%	$	41.0		$	36.5		12.3	%
Operating costs:
Cost of revenues	23.9			25.8			(7.4	)	44.0			39.4			11.7
Selling, engineering, and administrative costs	1.5			1.2			25.0		3.2			2.4			33.3
Property disposition (gains)/losses	0.1			0.1					0.2			(0.2		)
Operating loss	$	(3.8	)	$	(6.3	)			$	(6.4	)	$	(5.1	)

The increase in revenues for the three and six months endedJune 30, 2013 compared to the prior year periods was primarily due to an increase in sales by our transportation company. The decrease in operating loss for the three months endedJune 30, 2013 was primarily due to higher claim costs in 2012 related to our captive insurance company. The increase in operating loss for the six months ended June 30, 2013 was primarily due to certain impairment charges related to non-operating facilities.

Corporate

	Three Months Ended June 30,								Six Months Ended June 30,
	2013			2012			Percent		2013			2012			Percent
	($ in millions)						Change		($ in millions)						Change
Operating costs	$	(15.5	)	$	(9.6	)	61.5	%	$	(32.1	)	$	(21.2	)	51.4	%

The increase in operating costs for the three and six months endedJune 30, 2013 compared to the same periods last year is primarily due to higher compensation, consulting costs, and certain legal reserves.

40

Liquidity and Capital Resources

Cash Flows

The following table summarizes our cash flows from operating, investing, and financing activities for the six months endedJune 30, 2013 and June 30, 2012:

	Six Months Ended June 30,
	2013			2012
	(in millions)
Total cash provided by (required by):
Operating activities	$	273.6		$	198.5
Investing activities	(424.9		)	(154.7		)
Financing activities	(33.7		)	(100.8		)
Net decrease in cash and cash equivalents	$	(185.0	)	$	(57.0	)

Operating Activities. Net cash provided by operating activities for the six months endedJune 30, 2013 was $273.6 million compared to net cash provided by operating activities of $198.5 million for the six months endedJune 30, 2012. Cash flow provided by operating activities increased primarily due to higher operating profits in 2013.

Receivables at June 30, 2013 were substantially unchanged from December 31, 2012. At June 30, 2013, two customers' net receivable balances, one each in our Energy Equipment Group and Rail Group, accounted for 13% and 11%, respectively, of the consolidated net receivables balance outstanding. Raw materials inventory at June 30, 2013 increased by $13.1 million or 3.2% since December 31, 2012, primarily attributable to higher levels in our Rail Group required to meet production demands offset by lower levels in our Inland Barge Group. Finished goods inventory at June 30, 2013 was substantially unchanged since December 31, 2012. Accounts payable was substantially unchanged, while accrued liabilities increased by $16.8 million from December 31, 2012. Customer advance payments totaled $142.7 million at June 30, 2013, down slightly from December 31, 2012. We continually review reserves related to bad debt as well as the adequacy of lower of cost or market valuations related to accounts receivable and inventory.

Investing Activities. Net cash required by investing activities for the six months endedJune 30, 2013 was $424.9 million compared to $154.7 million for the six months endedJune 30, 2012. Capital expenditures for the six months endedJune 30, 2013 were $365.9 million, of which $308.5 million were for additions to the lease fleet. This compares to $206.5 million of capital expenditures for the same period last year, of which $172.5 million were for additions to the lease fleet. Full-year manufacturing/corporate capital expenditures for 2013 are projected to range between $140.0 million and $170.0 million. We expect our net investment in the lease fleet to range between $585.0 million and $615.0 million for 2013 after taking into account the proceeds from railcar sales from the lease fleet. Proceeds from the sale of property, plant, and equipment and other assets totaled $39.2 million for the six months endedJune 30, 2013, including railcar sales from the lease fleet owned more than one year at the time of sale totaling $39.1 million. This compares to $54.3 million for the same period in 2012, including railcar sales from the lease fleet owned more than one year at the time of sale totaling $34.1 million. Net cash required related to acquisitions amounted to $37.2 million for the six months endedJune 30, 2013. Increase in short-term marketable securities for the six months endedJune 30, 2013 totaled $59.9 million.

Financing Activities. Net cash required by financing activities during the six months endedJune 30, 2013 was $33.7 million compared to $100.8 million of cash required by financing activities for the same period in 2012. During the six months endedJune 30, 2013, we retired $177.4 million in debt principally consisting of the repayment of the Leasing Group term loan and the TRIP Holdings senior secured notes in full. During the six months endedJune 30, 2012, we retired $86.0 million in debt. Additionally, during the six months ended June 30, 2013, we received proceeds of $294.9 million related to the sale of equity interests to third party investors in certain partially-owned leasing subsidiaries and TRIP Holdings repurchased the equity interests of certain equity investors for $84.0 million. We intend to use our cash and committed credit facilities to fund the operations, expansions, and growth initiatives of the Company.

Other Financing Activities

At June 30, 2013 and for the six month period then ended, there were no borrowings under our $425.0 million revolving credit facility that matures on October 20, 2016. Interest on the revolving credit facility is calculated at Libor plus 1.50% or prime plus 0.50%. After subtracting $69.9 million for letters of credit outstanding, $355.1 million was available under the revolving credit facility as of June 30, 2013.

41

The $475.0 million TILC warehouse loan facility, established to finance railcars owned by TILC, had $167.4 million outstanding and $307.6 million available as of June 30, 2013. The warehouse loan is a non-recourse obligation secured by a portfolio of railcars and operating leases, certain cash reserves, and other assets acquired and owned by the warehouse loan facility. The principal and interest of this indebtedness are paid from the cash flows of the underlying leases. Advances under the facility bear interest at a defined index rate plus a margin, for an all-in interest rate of 1.95% at June 30, 2013. In June 2013, the warehouse loan facility was renewed and extended through June 2015. Amounts outstanding at maturity, absent renewal, will be payable in three installments in December 2015, June 2016, and December 2016.

In September 2012, the Company’s Board of Directors authorized a new $200 million share repurchase program, effective October 1, 2012, which expires on December 31, 2014. Under the program, 1,294,248 shares were repurchased during the three and six months endedJune 30, 2013 at a cost of approximately $49.9 million. Certain shares of stock repurchased during June 2013, totaling $9.7 million, were cash settled in July 2013 in accordance with normal settlement practices.

Demand conditions and corresponding order levels for new railcars and barges are currently mixed. Demand conditions for railcars and barges serving the oil, gas, and chemicals industries continue to be very favorable, while demand conditions and corresponding order levels in other markets, including coal and grain, are less favorable. Orders for structural wind towers, slow since mid-2008, increased in 2013 principally related to the January 2013 renewal of the Federal production tax credit. The slowdown in the commercial construction markets and budgetary constraints at the state level have negatively impacted the results of our Construction Products Group.

We continually assess our manufacturing capacity and take steps to align our production capacity with demand for our products. Due to improvements in demand for certain products, we have increased production staff at certain facilities since late 2010. We expect that facilities on non-operating status will be available for future operations to the extent that demand further increases.

Future Operating Requirements

We expect to finance future operating requirements with cash on hand, cash flows from operations, and, depending on market conditions, short-term and long-term debt, and equity. Debt instruments that the Company has utilized include its revolving credit facility, the TILC warehouse facility, senior notes, convertible subordinated notes, asset-backed securities, and sale-leaseback transactions. The Company has also issued equity at various times. As of June 30, 2013, the Company had unrestricted cash and short-term marketable securities balances of $447.9 million, $355.1 million available under its revolving credit facility, and $307.6 million available under its TILC warehouse facility. The Company believes it has access to adequate capital resources to fund operating requirements and is an active participant in the credit markets.

Off Balance Sheet Arrangements

See Note 6 of the Consolidated Financial Statements for information about off balance sheet arrangements.

42

Derivative Instruments

We use derivative instruments to mitigate the impact of changes in interest rates, both in anticipation of future debt issuances and to offset interest rate variability of certain floating rate debt issuances outstanding. We also use derivative instruments to mitigate the impact of changes in natural gas and diesel fuel prices and changes in foreign currency exchange rates. Derivative instruments that are designated and qualify as cash flow hedges are accounted for in accordance with applicable accounting standards. See Note 3 of the Consolidated Financial Statements for discussion of how the Company valued its commodity hedges and interest rate swaps at June 30, 2013. See Note 11 of the Consolidated Financial Statements for a description of the Company's debt instruments.

Interest rate hedges

					Included in accompanying balance sheet at June 30, 2013
	Notional Amount		Interest Rate(1)		Liability		AOCL – loss/ (income)			Noncontrolling Interest
	(in millions, except %)
Expired hedges:
2006 secured railcar equipment notes	$	200.0	4.87	%	$	—	$	(1.8	)	$	—
Promissory notes	$	370.0	5.34	%	$	—	$	5.6		$	—
TRIP Holdings warehouse loan	$	788.5	3.60	%	$	—	$	14.1		$	17.4
Open hedges:
TRIP Master Funding secured railcar equipment notes	$	72.8	2.62	%	$	2.8	$	1.2		$	1.5
Promissory notes	$	428.1	4.13	%	$	28.9	$	26.8		$	—

⁽¹⁾  Weighted average fixed interest rate

	Effect on interest expense - increase/(decrease)
	Three Months Ended June 30,						Six Months Ended June 30,						Expected effect during next twelve months(1)
	2013			2012			2013			2012
	(in millions)
Expired hedges:
2006 secured railcar equipment notes	$	(0.1	)	$	(0.1	)	$	(0.2	)	$	(0.2	)	$	(0.3	)
Promissory notes	$	0.8		$	0.8		$	1.6		$	1.7		$	3.0
TRIP Holdings warehouse loan	$	1.5		$	1.5		$	3.5		$	3.0		$	5.2
Open hedges:
TRIP Master Funding secured railcar equipment notes	$	0.4		$	0.5		$	0.9		$	1.0		$	1.6
Promissory notes	$	4.1		$	4.2		$	8.0		$	8.4		$	16.1

⁽¹⁾ Based on the fair value of open hedges as of June 30, 2013

During 2005 and 2006, we entered into interest rate swap derivatives in anticipation of issuing our 2006 Secured Railcar Equipment Notes. These derivative instruments, with a notional amount of $200.0 million, were settled in 2006 and fixed the interest rate on a portion of the related debt issuance. These derivative instrument transactions are being accounted for as cash flow hedges with changes in the fair value of the instruments of $4.5 million in income recorded in AOCL through the date the related debt issuance closed in 2006. The balance is being amortized over the term of the related debt. The effect on interest expense is due to amortization of the AOCL balance.

During 2006 and 2007, we entered into interest rate swap derivatives in anticipation of issuing our Promissory Notes. These derivative instruments, with a notional amount of $370.0 million, were settled in 2008 and fixed the interest rate on a portion of the related debt issuance. These derivative instrument transactions are being accounted for as cash flow hedges with changes in the fair value of the instruments of $24.5 million recorded as a loss in AOCL through the date the related debt issuance closed in 2008. The balance is being amortized over the term of the related debt. The effect on interest expense is due to amortization of the AOCL balance.

43

In 2008, we entered into an interest rate swap derivative instrument, expiring in 2015, to fix the variable Libor component of the Promissory Notes. This derivative instrument transaction is being accounted for as a cash flow hedge. The effect on interest expense is primarily a result of monthly interest settlements.

Between 2007 and 2009, TRIP Holdings, as required by the TRIP Warehouse Loan, entered into interest rate swap derivatives, all of which qualified as cash flow hedges, to reduce the effect of changes in variable interest rates in the TRIP Warehouse Loan. In July 2011, these interest rate hedges were terminated in connection with the refinancing of the TRIP Warehouse Loan. Balances included in AOCL at the date the hedges were terminated are being amortized over the expected life of the new debt with $5.2 million of additional interest expense expected to be recognized during the twelve months following June 30, 2013. Also in July 2011, TRIP Holdings’ wholly-owned subsidiary, TRIP Master Funding, entered into an interest rate swap derivative instrument, expiring in 2021, with an initial notional amount of $94.1 million to reduce the effect of changes in variable interest rates associated with the Class A-1b notes of the TRIP Master Funding secured railcar equipment notes. The effect on interest expense is primarily a result of monthly interest settlements.

See Note 11 of the Consolidated Financial Statements regarding the related debt instruments.

Other Derivatives

	Effect on operating income - increase/(decrease)
	Three Months Ended June 30,					Six Months Ended June 30,
	2013		2012			2013		2012
	(in millions)
Fuel hedges(1)
Effect of mark-to-market valuation	$	—	$	(0.1	)	$	—	$	—
Settlements	0.1		(0.1		)	0.1		—
	$	0.1	$	(0.2	)	$	0.1	$	—
Foreign exchange hedges(2)	$	—	$	—		$	—	$	(0.4	)

⁽¹⁾  Included in cost of revenues in the accompanying consolidated statement of operations

⁽²⁾  Included in other, net in the accompanying consolidated statement of operations

Natural gas and diesel fuel

We maintain a program to mitigate the impact of fluctuations in the price of natural gas and diesel fuel purchases. The intent of the program is to protect our operating profit from adverse price changes by entering into derivative instruments. For those instruments that do not qualify for hedge accounting treatment, any changes in their valuation are recorded directly to the consolidated statement of operations. The amount recorded in the consolidated balance sheet as of June 30, 2013 for these instruments was not significant.

Foreign exchange hedge

We enter into foreign exchange hedges to mitigate the impact on operating profit of unfavorable fluctuations in foreign currency exchange rates. These instruments are short term with quarterly maturities and no remaining balance in AOCL as of June 30, 2013.

Contractual Obligation and Commercial Commitments

As of June 30, 2013, contractual obligations related to letters of credit increased slightly to $70.8 million from $69.5 million as of December 31, 2012. Refer to Note 11 of the Consolidated Financial Statements for changes to our outstanding debt and maturities. Contractual obligations that relate to operating leases including sale/leaseback transactions were basically unchanged as of June 30, 2013. See Note 6 of the Consolidated Financial Statements regarding operating lease obligations.

Recent Accounting Pronouncements

See Note 1 of the Consolidated Financial Statements for information about recent accounting pronouncements.

44

Forward-Looking Statements

This quarterly report on Form 10-Q (or statements otherwise made by the Company or on the Company’s behalf from time to time in other reports, filings with the Securities and Exchange Commission (“SEC”), news releases, conferences, World Wide Web postings or otherwise) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not historical facts are forward-looking statements and involve risks and uncertainties. These forward-looking statements include expectations, beliefs, plans, objectives, future financial performances, estimates, projections, goals, and forecasts. Trinity uses the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” and similar expressions to identify these forward-looking statements. Potential factors, which could cause our actual results of operations to differ materially from those in the forward-looking statements include, among others:

• market conditions and demand for our business products and services;

• the cyclical nature of industries in which we compete;

• variations in weather in areas where our construction products are sold, used, or installed;

• naturally-occurring events and disasters causing disruption to our manufacturing, product deliveries, and production capacity, thereby giving rise to an increase in expenses, loss of revenue, and property losses;

• the timing of introduction of new products;

• the timing and delivery of customer orders or a breach of customer contracts;

• the credit worthiness of customers and their access to capital;

• product price changes;

• changes in mix of products sold;

• the extent of utilization of manufacturing capacity;

• availability and costs of steel, component parts, supplies, and other raw materials;

• competition and other competitive factors;

• changing technologies;

• surcharges and other fees added to fixed pricing agreements for steel, component parts, supplies and other raw materials;

• interest rates and capital costs;

• counter-party risks for financial instruments;

• long-term funding of our operations;

• taxes;

• the stability of the governments and political and business conditions in certain foreign countries, particularly Mexico;

• changes in import and export quotas and regulations;

• business conditions in emerging economies;

• costs and results of litigation; and

• legal, regulatory, and environmental issues.

Any forward-looking statement speaks only as of the date on which such statement is made. Trinity undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.

45

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no material change in our market risks since December 31, 2012 as set forth in Item 7A of our 2012 Form 10-K. Refer to Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations, for a discussion of debt-related activity and the impact of hedging activity for the three and six months endedJune 30, 2013.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures designed to ensure that it is able to collect and record the information it is required to disclose in the reports it files with the SEC, and to process, summarize, and disclose this information within the time periods specified in the rules of the SEC. The Company’s Chief Executive and Chief Financial Officers are responsible for establishing and maintaining these procedures and, as required by the rules of the SEC, evaluating their effectiveness. Based on their evaluation of the Company’s disclosure controls and procedures that took place as of the end of the period covered by this report, the Chief Executive and Chief Financial Officers believe that these procedures are effective to 1) ensure that the Company is able to collect, process, and disclose the information it is required to disclose in the reports it files with the SEC within the required time periods and 2) accumulate and communicate this information to the Company’s management, including its Chief Executive and Chief Financial Officers, to allow timely decisions regarding disclosure.

Internal Controls over Financial Reporting

The Company maintains a system of internal controls designed to provide reasonable assurance that: transactions are executed in accordance with management’s general or specific authorization; transactions are recorded as necessary 1) to permit preparation of financial statements in conformity with generally accepted accounting principles, and 2) to maintain accountability for assets; access to assets is permitted only in accordance with management’s general or specific authorization; and the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

During the period covered by this report, there have been no changes in the Company’s internal controls over financial reporting that have materially affected or are reasonably likely to materially affect the Company’s internal controls over financial reporting.

46

PART II

Item 1.Legal Proceedings

The information provided in Note 18 of the Consolidated Financial Statements is hereby incorporated into this Part II, Item 1 by reference.

Item 1A.Risk Factors

There have been no material changes from the risk factors previously disclosed in Item 1A of our 2012 Form 10-K.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

This table provides information with respect to purchases by the Company of shares of its Common Stock during the quarter endedJune 30, 2013:

Period	Number of Shares Purchased(1)	Average Price Paid  per Share (1)		Total Number of Shares  (or Units) Purchased as Part of Publicly Announced Plans or Programs (2)	Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (2)
April 1, 2013 through April 30, 2013	3,487	$	43.79	—	$	200,000,000
May 1, 2013 through May 31, 2013	205,860	$	42.14	—	$	200,000,000
June 1, 2013 through June 30, 2013	1,295,127	$	38.59	1,294,248	$	150,058,623
Total	1,504,474	$	39.09	1,294,248	$	150,058,623

⁽¹⁾ These columns include the following transactions during the three months endedJune 30, 2013: (i) the surrender to the Company of 209,334 shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees, (ii) the purchase of 892 shares of common stock by the Trustee for assets held in a non-qualified employee profit-sharing plan trust, and (iii) the purchase of 1,294,248 shares of common stock on the open market as part of the stock repurchase program.

⁽²⁾ In September 2012, the Company’s Board of Directors authorized a new $200 million share repurchase program, effective October 1, 2012, which expires on December 31, 2014. During the three months endedJune 30, 2013, the Company repurchased 1,294,248 shares under the program at a cost of approximately $49.9 million. Certain shares of stock repurchased during June 2013, totaling $9.7 million, were cash settled in July 2013 in accordance with normal settlement practices. The approximate dollar value of shares that were eligible to be repurchased under such share repurchase program is shown as of the end of such month or quarter.

Item 3.Defaults Upon Senior Securities

None.

Item 4.Mine Safety Disclosures

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Form 10-Q.

Item 5.Other Information

None.

47

Item 6. Exhibits

NO.	DESCRIPTION
(3.1)	Amended and Restated Bylaws of Trinity Industries, Inc., as amended May 6, 2013 (filed herewith).
(10.1)	Third Amended and Restated Warehouse Loan Agreement dated as of June 17, 2013, among Trinity Industries Leasing Company, Trinity Rail Leasing Warehouse Trust, the banks and other lending institutions from time to time party thereto, Credit Suisse AG, New York Branch, as Agent, and Wilmington Trust Company, as Collateral Agent and Depositary (incorporated by reference to Exhibit 10.1 to our Form 8-K filed June 21, 2013).
(10.2)	Second Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.1 to our Form 8-K filed May 8, 2013).*
(10.3)	Trinity Industries, Inc. Annual Incentive Plan (incorporated by reference to Exhibit 10.2 to our Form 8-K filed May 8, 2013).*
(31.1)	Rule 13a-15(e) and 15d-15(e) Certification of the Chief Executive Officer (filed herewith).
(31.2)	Rule 13a-15(e) and 15d-15(e) Certification of the Chief Financial Officer (filed herewith).
(32.1)	Certification pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
(32.2)	Certification pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
(95)	Mine Safety Disclosure Exhibit (filed herewith).
101.INS	XBRL Instance Document (filed electronically herewith)
101.SCH	XBRL Taxonomy Extension Schema Document (filed electronically herewith)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith)
101.LAB	XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith)
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith)

_____________________________

* Management contracts and compensatory plan arrangements.

48

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, thereunto duly authorized.

TRINITY INDUSTRIES, INC.	By	/s/ James E. Perry
Registrant
		James E. Perry
		Senior Vice President and
		Chief Financial Officer
		August 1, 2013

49

INDEX TO EXHIBITS
NO.	DESCRIPTION
(3.1)	Amended and Restated Bylaws of Trinity Industries, Inc., as amended May 6, 2013 (filed herewith).
(10.1)	Third Amended and Restated Warehouse Loan Agreement dated as of June 17, 2013, among Trinity Industries Leasing Company, Trinity Rail Leasing Warehouse Trust, the banks and other lending institutions from time to time party thereto, Credit Suisse AG, New York Branch, as Agent, and Wilmington Trust Company, as Collateral Agent and Depositary (incorporated by reference to Exhibit 10.1 to our Form 8-K filed June 21, 2013).
(10.2)	Second Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.1 to our Form 8-K filed May 8, 2013).*
(10.3)	Trinity Industries, Inc. Annual Incentive Plan (incorporated by reference to Exhibit 10.2 to our Form 8-K filed May 8, 2013).*
(31.1)	Rule 13a-15(e) and 15d-15(e) Certification of the Chief Executive Officer (filed herewith).
(31.2)	Rule 13a-15(e) and 15d-15(e) Certification of the Chief Financial Officer (filed herewith).
(32.1)	Certification pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
(32.2)	Certification pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
(95)	Mine Safety Disclosure Exhibit (filed herewith).
101.INS	XBRL Instance Document (filed electronically herewith)
101.SCH	XBRL Taxonomy Extension Schema Document (filed electronically herewith)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith)
101.LAB	XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith)
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith)

____________

* Management contracts and compensatory plan arrangements.

50

EX-3.1

Exhibit 3.1

As Amended Effective May 6, 2013

BYLAWS

OF

TRINITY INDUSTRIES, INC.

ARTICLE I.

Offices

Section 1. The registered office shall be located in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. The corporation may also have offices at such other places within or without the State of Delaware as the Board of Directors may from time to time determine, or as the business of the corporation may require.

ARTICLE II.

Meetings of Stockholders

Section 1. Meetings of the stockholders for any purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. The annual meeting of stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Nominations for election to the Board of Directors shall be made at such meeting only by or at the direction of the Board of Directors, by a nominating committee or person appointed by the Board of Directors, or by a stockholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 2 and nominates such proposed nominee in person or by proxy at the annual meeting of stockholders. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation. To be timely, a stockholder's notice shall be delivered to, or mailed and received at, the principal executive offices of the corporation not less than sixty days nor more than ninety days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the later of (i) the sixtieth day prior to such annual meeting or (ii) the tenth day following the day on which public announcement of the date of such meeting is first made. For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. Such stockholder's notice to the Secretary shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of capital stock of the corporation which are beneficially owned by the person, and (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation

14A under the Securities Exchange Act of 1934, as amended; and (b) as to the stockholder giving the notice, (i) the name and record address of the stockholder, (ii) the class and number of shares of capital stock of the corporation which are beneficially owned by the stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as director of the corporation. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth herein.

The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

At each annual meeting of the stockholders, only such business shall be conducted as shall have properly been brought before the meeting. To be properly before the meeting, the business to be conducted must be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, otherwise properly brought before the meeting by or at the direction of the Board of Directors, or otherwise properly brought before the meeting by a stockholder entitled to vote at the meeting. In addition to any other applicable requirements, for business to be properly brought before the meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation and present such business in person or by proxy at the annual meeting of stockholders. To be timely, a stockholder's notice shall be delivered to, or mailed and received at, the principal executive offices of the corporation not less than sixty days nor more than ninety days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the later of (i) the sixtieth day prior to such annual meeting or (ii) the tenth day following the day on which public announcement of the date of such meeting is first made. A stockholder's notice to the Secretary of the corporation shall set forth as to each matter that the stockholder proposes to bring before the annual meeting, (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the stockholder proposing such business, (iii) the class and number of shares of the corporation which are beneficially owned by the stockholder, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting. Notwithstanding the foregoing provisions of this Section 2, a stockholder seeking to have a proposal included in the corporation's proxy statement shall comply with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended (including, but not limited to, Rule 14a-8 or its successor provision), including the requirements regarding appearance and presentation of the proposal at the stockholder meeting.

Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in this Section 2; provided, however, that

nothing in this Section 2 shall be deemed to preclude discussion by any stockholder of any business properly brought before the annual meeting in accordance with the procedures set forth in this Section 2.

The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that the business sought to be so conducted was not properly brought before the meeting in accordance with the provisions of this Section 2, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

Section 3. Special meetings of the stockholders may be called by the chief executive officer or a majority of the Board of Directors.

Section 4. Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each stockholder of record entitled to vote at such meeting.

Section 5. Business transacted at any special meeting shall be confined to the purposes stated in the notice thereof.

Section 6. The holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at meetings of stockholders except as otherwise provided by any applicable statute. If, however, a quorum shall not be present or represented at any meeting of the stockholders, the presiding officer at the meeting or the stockholders present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. In addition, the presiding officer at any meeting of stockholders shall have the power to adjourn the meeting at the request of the Board of Directors if the Board of Directors determines that adjournment is necessary or appropriate to enable stockholders to consider fully information which the Board of Directors determines has not been made sufficiently or timely available to stockholders or to otherwise exercise effectively their voting rights.

Section 7. Each director shall be elected by the vote of the majority of the votes cast with respect to that director's election at any meeting for the election of directors at which a quorum is present; provided, if the number of persons properly nominated to serve as directors exceeds the number of directors to be elected, then each director of the corporation shall be elected by the vote of a plurality of the shares present in person or by proxy at the meeting and entitled to vote on the election of directors. For purposes of this Section 7, a majority of votes cast shall mean that the number of shares voted “for” a director's election exceeds 50% of the number of votes cast with respect to the director's election; votes cast shall include votes to withhold authority and exclude abstentions with respect to the director's election.

If a nominee for director is not elected and the nominee is an incumbent director, the director shall promptly tender his or her resignation to the Board of Directors, subject to acceptance by the Board of Directors. The Corporate Governance and Directors Nominating Committee will make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board of Directors will act on the tendered resignation, taking into account the Corporate Governance and Directors Nominating Committee's recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within

90 days from the date of certification of the election results. The Corporate Governance and Directors Nominating Committee in making its recommendation and the Board of Directors in making its decision may each consider any factors or other information that they consider appropriate and relevant. The director who tenders his or her resignation will not participate in the recommendation of the Corporate Governance and Directors Nominating Committee or the decision of the Board of Directors with respect to his or her resignation.

If a director's resignation is accepted by the Board of Directors pursuant to this Bylaw, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors may fill the resulting vacancy pursuant to the provisions of Section 2 of Article III of these Bylaws or may decrease the size of the Board of Directors.

Section 8. Except as provided in Section 7 of this Article with respect to the election of the Board of Directors, at a meeting at which a quorum is present, the vote of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote shall be the act of the stockholders' meeting, unless the vote of a greater number is required by law or the Certificate of Incorporation.

Section 9. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders, except to the extent that the voting rights of the shares of any class are limited or denied by the Certificate of Incorporation.

Section 10. At any meeting of the stockholders, every stockholder having the right to vote may vote either in person, or by proxy appointed by an instrument in writing as to a particular meeting and any adjournment or adjournments thereof subscribed by such stockholder or by his duly authorized attorney‑in‑fact. A proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise provided by law.

Section 11. The officer or agent having charge of the stock transfer books shall make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the principal place of business of the corporation, and shall be subject to inspection by any stockholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting, and shall be subject to the inspection of any stockholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer book or to vote at any such meeting of stockholders.

Section 12. Notwithstanding any inconsistent provision which may be contained in these Bylaws, in order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within ten days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten days of the date upon which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered

office in the State of Delaware, its principal place of business, or any officer or agent of the corporation having custody of the book in which proceedings of stockholders' meeting are recorded, to the attention of the Secretary of the corporation. Delivery shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

ARTICLE III.

Directors

Section 1. The number of directors of the corporation shall be ten (10). The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified; provided, any director may be removed at any time, with or without cause, by the holders of a majority of the shares entitled to vote, represented in person or by proxy, at any duly constituted meeting of stockholders called for the purpose of removing any such director or directors. Directors need not be residents of the State of Delaware or stockholders of the corporation.

Section 2. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any newly created directorship(s) resulting from an increase in the authorized number of directors elected by all stockholders entitled to vote as a single class shall be filled by the affirmative vote of a majority of the remaining directors, even though less than a quorum of the proposed Board of Directors.

Section 3. The business and affairs of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute, the Certificate of Incorporation, or these Bylaws directed or required to be exercised and done by the stockholders.

Section 4. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Delaware.

Section 5. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time and place of such first meeting of the newly elected Board of Directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board of Directors may be called by the Secretary on the written request of two directors.

Section 7. Written notice of regular meetings of the Board of Directors shall not be required. Special meetings of the Board of Directors may be called upon twenty‑four (24) hours' notice to each director, or

such shorter period of time as the person calling the meeting deems appropriate in the circumstances, either personally or by mail, telephone or telegram. Neither the business to be transacted at, nor the purposes of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such special meeting.

Section 8. A majority of the directors shall constitute a quorum for the transaction of business, and the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater number is required by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. The Board of Directors, by resolution adopted by a majority of the whole Board, may designate three or more directors to constitute an executive committee, which committee, unless its authority shall be otherwise expressly limited by such resolution, shall have and may exercise all of the authority of the Board of Directors in the business and affairs of the corporation except where action of the Board of Directors is specified by statute. Vacancies in the membership of the committee shall be filled by the Board of Directors at a regular or special meeting of the Board of Directors. The executive committee shall keep regular minutes of its proceedings and report the same to the Board when required. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law.

ARTICLE IV.

Notices

Section 1. Except as otherwise provided in these Bylaws, notices to directors and stockholders shall be in writing, and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation. If mailed, such notice shall be deemed to be given when deposited in the United States mail with postage thereon prepaid. Notice to directors may also be given by telegram.

Section 2. Whenever any notice is required to be given to any stockholder or director under the provisions of the statutes, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

Section 3. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE V.

Officers

Section 1. The elected officers of the corporation shall consist of a President, one or more Vice Presidents, a Secretary and a Treasurer and may include a Chairman of the Board, one or more Senior Vice Presidents and one or more Executive Vice Presidents, each of whom shall be elected by the Board of Directors.

Section 2. The Board of Directors, at its first meeting after each annual meeting of stockholders, shall choose a President, one or more Vice Presidents, a Secretary and a Treasurer, none of whom need be a member of the Board, and may appoint one of their number Chairman of the Board.

Section 3. Such other officers and assistant officers and agents as may be deemed necessary may be appointed by the chief executive officer of the corporation, including a Chairman, a President, and one or more Vice Presidents of the respective Divisions. The President or the Vice Presidents of the Division who, in the order of their seniority, unless otherwise determined by the chief executive officer of the corporation, shall perform the duties of the Chairman or President, as the case may be, of the Division in the absence or disability of the Chairman or President, as the case may be, of that Division. Each President or Vice President, as the case may be, of a Division shall perform such other duties and have such other powers as the chief executive officer of the corporation or the Chairman or President, as the case may be, of that Division shall prescribe. Division officers shall hold office until their respective successors shall have been chosen and shall have qualified. Any Division officer appointed by the chief executive officer may be removed by the chief executive officer whenever, in his judgment, the best interests of the corporation will be served thereby. Any vacancy occurring in any office of a Division by death, resignation, removal or otherwise shall be filled by the chief executive officer of the corporation.

Section 4. The salaries of all elected officers of the corporation shall be fixed by the Board of Directors or by a committee of one or more directors, the members of which shall be selected by the Board of Directors and which, unless its authority shall be otherwise limited by resolution of the Board of Directors, shall have the power to fix the salaries of all elected officers of the corporation.

Section 5. The elected officers of the corporation shall hold office until their respective successors shall have been chosen and shall have qualified. Any officer or agent or member of the executive committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any vacancy occurring in any elected office of the corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors.

Section 6. The Board of Directors may designate whether the Chairman of the Board, if such an officer shall have been appointed, or the President, shall be the chief executive officer of the corporation. The officer so designated as the chief executive officer shall preside at all meetings of the stockholders and the Board of Directors, and shall have such other powers and duties as usually pertain to such office or as may be delegated by the Board of Directors. The President shall have such powers and duties as usually pertain to such office, except as the same may be modified by the Board of Directors. Unless the Board of Directors shall otherwise delegate such duties, the chief executive officer shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.

Section 7. The chief executive officer or his designee shall have the authority to execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

Section 8. The Vice Presidents, in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. The Vice Presidents shall also have the authority to execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly

delegated by the Board of Directors to some other officer or agent of the corporation. The Vice Presidents shall perform such other duties and have such other powers as the Board of Directors or the chief executive officer of the corporation shall prescribe.

Section 9. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and shall record all the proceedings of the meetings of the stockholders and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees, when requested. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he shall be. He shall keep in safe custody the seal of the corporation, and, when authorized by the Board of Directors or directed by the President or any Vice President, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the Treasurer or any Assistant Secretary.

Section 10. The Assistant Secretaries, in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary. They shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11. The Treasurer shall be the financial officer of the corporation. He shall have the custody of the corporate funds and securities and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositaries as may be designated from time to time by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer. He shall also perform such other duties as may be assigned to him by the Board of Directors.

Section 12. If required by the Board of Directors, the Treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 13. The Assistant Treasurers, in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. They shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE VI.

Indemnification of Directors and Officers

Section 1. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was or has agreed to become a director, officer or Division officer of the corporation, or is or was serving or has agreed to serve at the request of the corporation as a director, officer or Division officer of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against costs, charges, expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in

connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was or has agreed to become a director, officer or Division officer of the corporation, or is or was serving or has agreed to serve at the request of the corporation as a director, officer or Division officer of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against costs, charges and expenses (including attorneys' fees) actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of such action or suit and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such costs, charges and expenses which the Court of Chancery or such other court shall deem proper.

Section 3. Notwithstanding the other provisions of this Article, to the extent that a director, officer or Division officer of the corporation has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against all costs, charges and expenses (including attorneys' fees) actually and reasonably incurred by him or on his behalf in connection therewith.

Section 4. Any indemnification under Sections 1 and 2 of this Article (unless ordered by a court) shall be paid by the corporation unless a determination is made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders, that indemnification of the director, officer, employee or agent is not proper in the circumstances because he has not met the applicable standard of conduct set forth in Sections 1 and 2 of this Article.

Section 5. Costs, charges and expenses (including attorneys' fees) incurred by a person referred to in Sections 1 and 2 of this Article in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding; provided, however, that the payment of such costs, charges and expenses incurred by a director, officer or Division officer in his capacity as a director, officer or Division officer (and not in any other capacity in which service was or is rendered by such person while a director, officer or Division officer) in advance of the final disposition of such action, suit or proceeding shall be made only upon receipt of an undertaking by or on behalf of the director, officer or Division officer to repay all amounts so advanced in the event that it shall ultimately be determined that such director, officer orDivision officer is not entitled to be indemnified by the corporation as authorized in this Article. The Board of Directors may, in the manner set forth above, and upon approval

of such director, officer or Division officer of the corporation, authorize the corporation's counsel to represent such person, in any action, suit or proceeding, whether or not the corporation is a party to such action, suit or proceeding.

Section 6. Any indemnification under Sections 1, 2 and 3, or advance of costs, charges and expenses under Section 5 of this Article, shall be made promptly, and in any event within 60 days, upon the written request of the director, officer or Division officer. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or Division officer in any court of competent jurisdiction, if the corporation denies such request, in whole or in part, or if no disposition thereof is made within 60 days. Such persons' costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 5 of this Article where the required undertaking, if any, has been received by the corporation) that the claimant has not met the standard of conduct set forth in Sections 1 or 2 of this Article, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, its independent legal counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 or 2 of this Article, nor the fact that there has been an actual determination by the corporation (including its Board of Directors, its independent legal counsel, and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 7. The indemnification and advancement of costs, charges and expenses provided by this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of costs, charges and expenses may be entitled under any law (common or statutory), agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office or while employed by or acting as agent for the corporation, and shall continue as to a person who has ceased to be a director, officer or Division officer as to actions taken while he was such a director, officer or Division officer, and shall inure to the benefit of the estate, heirs, executors and administrators of such person. All rights to indemnification under this Article shall be deemed to be a contract between the corporation and each director, officer or Division officer of the corporation who serves or served in such capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Delaware General Corporation Law or any other applicable laws shall not in any way diminish any rights to indemnification of such director, officer or Division officer or the obligations of the corporation arising hereunder.

Section 8. In addition to the specific indemnification provided for herein, the corporation shall indemnify each person who is or was or has agreed to become a director, officer or Division officer of the corporation, or is or was serving or has agreed to serve at the request of the corporation as a director, officer or Division officer of another corporation, partnership, joint venture, trust or other enterprise, to the fullest extent authorized or permitted (i) by the General Corporation Law of Delaware, or any other applicable law, or by any amendment thereof or other statutory provisions in effect on the date hereof, or (ii) by the corporation's Certificate of Incorporation as in effect on the date hereof. The corporation shall also advance expenses to any of the foregoing individuals to the fullest extent authorized or permitted (i) by the General Corporation Law of Delaware, or any other applicable law, or by any amendment thereof or other statutory provision in effect on the date hereof, or (ii) by the corporation's Certificate of Incorporation as in effect on the date hereof.

Section 9. Notwithstanding the foregoing, the corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director, officer or Division officer of the corporation, or is or was serving at the request of the corporation as a director, officeror Division officer of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him or on his behalf in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article.

Section 10. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director, officer or Division officer of the corporation as to costs, charges and expenses (including attorneys' fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the corporation, to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the full extent permitted by applicable law.

ARTICLE VII.

Certificates for Shares

Section 1. Shares of stock of the corporation may be certificated or uncertificated as provided under the General Corporation Law of the State of Delaware. The corporation shall deliver, upon request, certificates representing all shares to which stockholders are entitled; and such certificates shall be signed by the President or a Vice President, and the Secretary or an Assistant Secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. No certificate shall be issued for any share until the consideration therefor has been fully paid. Each certificate representing shares shall state upon the face thereof that the corporation is organized under the laws of the State of Delaware, the name of the person to whom issued, the number and class and the designation of the series, if any, which such certificate represents, and the par value of each share represented by such certificate or a statement that the shares are without par value. Except as otherwise provided by law, the rights and obligations of holders of uncertificated shares and the rights and obligations of holders of certificated shares of the same class and series shall be identical.

Section 2. The signatures of the President or Vice President, and the Secretary or Assistant Secretary, upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of the issuance.

Section 3. The Board of Directors may direct a new certificate or certificates to be issued or may register uncertificated shares in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates or the registration of uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance or registration thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate or register uncertificated shares to the person entitled thereto, cancel the old certificate, and record the transaction upon its books. Upon the receipt of proper transfer instructions of uncertificated shares by the holders thereof in person or by their duly authorized legal representatives, such uncertificated shares shall be cancelled, issuance of new equivalent certificated shares or registration of uncertificated shares shall be made to the stockholder entitled thereto and the transaction shall be recorded on the books of the corporation.

Section 5. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the stock transfer books shall be closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than sixty (60) days, and, in case of a meeting of stockholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of stockholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders or any adjournment thereof, or stockholders entitled to receive payment of a dividend, or in order to make a determination of stockholders for any other proper purpose, the close of business on the day next preceding the day on which notice of the meeting of stockholders is given shall be the record date with respect to such meeting, and the close of business on the day on which the Board of Directors adopts a resolution declaring a dividend or with respect to any other proper purpose, as the case may be, shall be the record date for the determination of stockholders with respect thereto. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof, except where the determination has been made through the closing of stock transfer books and the stated period of closing has expired.

Section 6. The corporation shall be entitled to recognize the exclusive rights of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

ARTICLE VIII.

General Provisions

Section 1. The Board of Directors may declare and the corporation may pay dividends on its outstanding shares in cash, property, or its own shares pursuant to law and subject to the provisions of its Certificate of Incorporation.

Section 2. The Board of Directors may by resolution create a reserve or reserves out of earned surplus for any purpose or purposes, and may abolish any such reserve in the same manner.

Section 3. The Board of Directors must, when requested by the holders of at least one‑third of the outstanding shares of the corporation, present written reports of the business and financial affairs of the corporation.

Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate as provided in these Bylaws.

Section 5. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

Section 6. The corporate seal shall have inscribed thereon the name of the corporation and may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

ARTICLE IX.

Amendments

These Bylaws may be altered, amended or repealed at any regular or special meeting of, or by the unanimous written consent of, the Board of Directors.

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Timothy R. Wallace, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Trinity Industries, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 1, 2013

/s/ Timothy R. Wallace

Timothy R. Wallace

Chairman, Chief Executive Officer, and President

EX-31.2

Exhibit 31.2

CERTIFICATION

I, James E. Perry, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Trinity Industries, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 1, 2013

/s/ James E. Perry

James E. Perry

Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Trinity Industries, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy R. Wallace, Chairman, Chief Executive Officer, and President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company, as of, and for, the periods presented in the Report.

/s/ Timothy R. Wallace

Timothy R. Wallace

Chairman, Chief Executive Officer, and President

August 1, 2013

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Trinity Industries, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James E. Perry, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company, as of, and for, the periods presented in the Report.

________________________________________

James E. Perry

Senior Vice President and Chief Financial Officer

August 1, 2013

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-95

Exhibit 95

Mine Safety Disclosures Required by the Financial Reform Act (Dodd-Frank)

Trinity Industries, Inc., through wholly-owned subsidiaries, owned or operated at various times a total of sixteen (16) sand, gravel, shale, clay, and aggregate quarries in Texas, Arkansas, California, Colorado, and Louisiana during the six month period ended June 30, 2013. The Financial Reform Act (Dodd-Frank) requires disclosure in our periodic reports filed pursuant to the Securities Exchange Act of 1934, specific information about each of our quarries comprised of notices, violations, and orders¹ made by the Federal Mine Safety and Health Administration (“MSHA”) pursuant to the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). The following table is a summary of the reportable information for the three months ended June 30, 2013 for such quarries:

Mine or Operating  Name/MSHA  Identification  Number	Section 104 S&S Citations (#)	Section 104(b) Orders (#)	Section 104(d) Citations and Orders (#)	Section 110(b)(2) Violations (#)		Section 107(a) Orders (#)	Total Dollar Value of MSHA Assessments Proposed ($)			Total Number of Mining Related Fatalities (#)	Received Notice of Pattern of Violation Under Section 104(e) (yes/no)	Received Notice of Potential to Have Pattern under Section 104(e) (yes/no)	Legal Actions Pending as of Last Day of Period (#)	Legal  Actions  Initiated  During  Period  (#)	Legal Actions Resolved During Period (#)
Rye (4102547)	—	—	—		—	—	$	—		—	No	No	—	—	—
Belton (4101043)	—	—	—		—	—	$	200		—	No	No	—	—	—
Malloy Bridge (4102946)	—	—	—		—	—	$	—	2	—	No	No	—	—	—
Cottonwood (4104553)	—	—	—		—	—	$	—		—	No	No	—	—	—
Wills Point (4104113)	—	—	—		—	—	$	—	2	—	No	No	—	—	—
Waco-Angerman (4103492)	—	—	—		—	—	$	100		—	No	No	—	—	—
Indian Village (1600348)	—	—	—		—	—	$	—		—	No	No	—	—	—
Lockesburg (0301681)	—	—	—		—	—	$	—	2	—	No	No	—	—	—
Kopperl (4104450)	1	—	—		—	—	$	—	3	—	No	No	—	—	—
Wills Point II (4104071)	—	—	—		—	—	$	—		—	No	No	—	—	—
Asa (4104399)	—	—	—		—	—	$	—	2	—	No	No	—	—	—
Paradise (4103253)	—	—	—		—	—	$	—	2	—	No	No	—	—	—
Anacoco (1600543)	—	—	—		—	—	$	—	2	—	No	No	—	—	—
Streetman (4101628)	3	—	—		—	—	$	—	4	—	No	No	—	—	—
Boulder (0504415)	—	—	—		—	—	$	—		—	No	No	—	—	—
Frazier Park (0400555)	2	—	—		—	—	$	—	5	—	No	No	—	—	—

1	Significant and Substantial (S&S) citations are reported on this form. Non S&S citations are not reported on this form but any assessments resulting from Non-S&S citations are reported.
2	One non S&S citation issued, proposed penalty amount still pending
3	One S&S citation issued, proposed penalty amount still pending
4	Three S&S citations and four non S&S citations issued, proposed penalty amount still pending and S&S citations are being contested
5	Two S&S citations and one non S&S citation issued, proposed penalty amount still pending

XML

Earnings Per Common Share (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Net Income Per Common Share (Textual) [Abstract]
Total weighted average restricted shares and antidilutive stock options, number of shares	3.6	3.3	3.4	3.2
Computation of basic and diluted net income attributable to Trinity Industries, Inc
Net income from continuing operations	$ 89.2	$ 66.1	$ 161.4	$ 118.5
Less: net income (loss) from continuing operations attributable to noncontrolling interest	4.2	(0.3)	3.9	(0.9)
Net income from continuing operations attributable to Trinity Industries, Inc.	85.0	66.4	157.5	119.4
Unvested restricted share participation	(2.7)	(2.3)	(5.0)	(3.7)
Net income from continuing operations attributable to Trinity Industries, Inc. - basic	82.3	64.1	152.5	115.7
Net income from continuing operations attributable to Trinity Industries, Inc. - basic, Average Shares	77.0	77.7	77.0	77.7
Net income from continuing operations attributable to Trinity Industries, Inc. - basic, EPS	$ 1.07	$ 0.82	$ 1.98	$ 1.49
Effect of dilutive securities:
Stock options, Income (Loss)	0	0	0	0
Stock options, Average Shares	0.1	0.2	0.1	0.2
Net income from continuing operations attributable to Trinity Industries, Inc. - diluted	82.3	64.1	152.5	115.7
Net income from continuing operations attributable to Trinity Industries, Inc. - diluted, Average Shares	77.1	77.9	77.1	77.9
Net income from continuing operations attributable to Trinity Industries, Inc. - diluted, EPS	$ 1.07	$ 0.82	$ 1.98	$ 1.49
Net income (loss) from discontinued operations, net of taxes	(1.0)	1.4	5.6	1.3
Unvested restricted share participation	0	0	(0.2)	(0.3)
Net income (loss) from discontinued operations, net of taxes - basic	(1.0)	1.4	5.4	1.0
Net income (loss) from discontinued operations, net of taxes - basic, EPS	$ (0.01)	$ 0.02	$ 0.07	$ 0.01
Net income (loss) from discontinued operations, net of taxes - diluted	$ (1.0)	$ 1.4	$ 5.4	$ 1.0
Net income (loss) from discontinued operations, net of taxes - diluted, EPS	$ (0.01)	$ 0.02	$ 0.07	$ 0.01

XML

Property, Plant, and Equipment

6 Months Ended

Jun. 30, 2013

Property, Plant and Equipment [Abstract]

Property, Plant, and Equipment

Property, Plant, and Equipment

The following table summarizes the components of property, plant, and equipment as of June 30, 2013 and December 31, 2012.

	June 30, 2013			December 31, 2012
	(in millions)
Manufacturing/Corporate:
Land	$	40.9		$	37.7
Buildings and improvements	442.1			431.0
Machinery and other	832.0			745.3
Construction in progress	47.9			46.1
	1,362.9			1,260.1
Less accumulated depreciation	(752.5		)	(720.8		)
	610.4			539.3
Leasing:
Wholly-owned subsidiaries:
Machinery and other	9.8			9.6
Equipment on lease	3,563.3			3,231.9
	3,573.1			3,241.5
Less accumulated depreciation	(512.3		)	(468.4		)
	3,060.8			2,773.1
Partially-owned subsidiaries:
Equipment on lease	1,703.0			1,703.1
Less accumulated depreciation	(177.0		)	(153.8		)
	1,526.0			1,549.3
Net deferred profit on railcars sold to the Leasing Group
Sold to wholly-owned subsidiaries	(376.5		)	(381.8		)
Sold to partially-owned subsidiaries	(236.1		)	(180.9		)
	$	4,584.6		$	4,299.0

Certain prior year balances with respect to RIV 2013 have been reclassified as pertaining to a partially-owned subsidiary to conform to the 2013 presentation. See Note 5 Partially-Owned Leasing Subsidiaries.

XML

Railcar Leasing and Management Services Group (Details 2) (Leasing Group, USD $) In Millions, unless otherwise specified	Jun. 30, 2013
Leasing Group
Future contractual minimum rental revenues on leases
Remaining six months of 2013	$ 217.0
2014	364.4
2015	304.3
2016	244.5
2017	183.3
Thereafter	345.0
Total	$ 1,658.5

XML

Consolidated Statements of Comprehensive Income (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Net income	$ 88.2	$ 67.5	$ 167.0	$ 119.8
Unrealized losses on derivative financial instruments:
Unrealized gains arising during the period, net of tax expense (benefit) of $(0.1), $-, $0.4 and $1.1	1.5	0.3	0.8	1.9
Reclassification adjustments for losses included in net income, net of tax benefit of $2.0, $0.9, $4.8 and $1.9	4.7	1.3	9.3	2.6
Currency translation adjustment - reclassification adjustment for losses included in net income, net of tax benefit of $-, $0.4, $- and $0.4	0	0.7	0	0.7
Net actuarial losses of defined benefit plans:
Amortization of net actuarial losses, net of tax benefit of $0.5, $0.4, $1.0 and $0.7	0.8	0.5	1.5	1.1
Other comprehensive income (loss), net of tax	7.0	2.8	11.6	6.3
Comprehensive income	95.2	70.3	178.6	126.1
Less: comprehensive income (loss) attributable to noncontrolling interest	5.9	(0.1)	6.3	(0.2)
Comprehensive income attributable to Trinity Industries, Inc.	$ 89.3	$ 70.4	$ 172.3	$ 126.3

XML

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation

The foregoing consolidated financial statements are unaudited and have been prepared from the books and records of Trinity Industries, Inc. and its consolidated subsidiaries (“Trinity”, “Company”, “we”, or “our”) including the accounts of its wholly-owned subsidiaries and its partially-owned subsidiaries, TRIP Rail Holdings LLC (“TRIP Holdings”) and RIV 2013 Rail Holdings LLC ("RIV 2013"), in which the Company has controlling interest. In our opinion, all normal and recurring adjustments necessary for a fair presentation of the financial position of the Company as of June 30, 2013, and the results of operations and cash flows for the six months endedJune 30, 2013 and 2012, have been made in conformity with generally accepted accounting principles. All significant intercompany accounts and transactions have been eliminated. Certain amounts previously reported have been adjusted in the accompanying consolidated financial statements to remove the effects of discontinued operations. See Note 2 Acquisitions and Divestitures. Because of seasonal and other factors, the results of operations for the six months endedJune 30, 2013 may not be indicative of expected results of operations for the year ending December 31, 2013. These interim financial statements and notes are condensed as permitted by the instructions to Form 10-Q and should be read in conjunction with the audited consolidated financial statements of the Company included in its Form 10-K for the year endedDecember 31, 2012.

Stockholders' Equity

In September 2012, the Company’s Board of Directors authorized a new $200 million share repurchase program, effective October 1, 2012, which expires on December 31, 2014. Under the program, 1,294,248 shares were repurchased during the three and six months endedJune 30, 2013 at a cost of approximately $49.9 million. Certain shares of stock repurchased during June 2013, totaling $9.7 million, were cash settled in July 2013 in accordance with normal settlement practices. During the three and six months endedJune 30, 2012, the Company repurchased 1,692,229 shares at a cost of approximately $41.2 million. Certain shares of stock repurchased during June 2012, totaling $6.0 million, were cash settled in July 2012 in accordance with normal settlement practices.

Revenue Recognition

Revenues for contracts providing for a large number of units and few deliveries are recorded as the individual units are produced, inspected, and accepted by the customer as the risk of loss passes to the customer upon pre-delivery acceptance on these contracts. This occurs primarily in the Rail and Inland Barge Groups. Revenue from rentals and operating leases, including contracts which contain non-level fixed rental payments, is recognized monthly on a straight-line basis. Revenue is recognized from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet that have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. Fees for shipping and handling are recorded as revenue. For all other products, we recognize revenue when products are shipped or services are provided.

Financial Instruments

The Company considers all highly liquid debt instruments to be either cash and cash equivalents if purchased with a maturity of three months or less, or short-term marketable securities if purchased with a maturity of more than three months and less than one year. The Company intends to hold its short-term marketable securities until they are redeemed at their maturity date and believes that under the "more likely than not" criteria, the Company will not be required to sell the securities before recovery of their amortized cost bases, which may be maturity.

Financial instruments that potentially subject the Company to a concentration of credit risk are primarily cash investments including restricted cash, short-term marketable securities, and receivables. The Company places its cash investments and short-term marketable securities in bank deposits and investment grade, short-term debt instruments and limits the amount of credit exposure to any one commercial issuer. Concentrations of credit risk with respect to receivables are limited due to control procedures that monitor the credit worthiness of customers, the large number of customers in the Company's customer base, and their dispersion across different industries and geographic areas. As receivables are generally unsecured, the Company maintains an allowance for doubtful accounts based upon the expected collectability of all receivables. Receivable balances determined to be uncollectible are charged against the allowance. The carrying values of cash, short-term marketable securities, receivables and accounts payable are considered to be representative of their respective fair values. At June 30, 2013, two customers' net receivable balances, one each in our Energy Equipment Group and Rail Group, accounted for 13% and 11%, respectively, of the consolidated net receivables balance outstanding.

Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. 2013-02, "Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income," ("ASU 2013-02") which amended prior reporting requirements with respect to comprehensive income by requiring additional disclosures about the amounts reclassified out of accumulated other comprehensive loss by component. ASU 2013-02 became effective for public companies during interim and annual reporting periods beginning after December 15, 2012 with early adoption permitted. Accordingly, the Company adopted this new standard on January 1, 2013. The adoption of ASU 2013-02 did not have an impact on the Company's consolidated financial position, results of operations, or cash flows.

Reclassifications

Certain prior year balances have been reclassified in the Consolidated Statements of Operations, Consolidated Balance Sheets, and Consolidated Statements of Cash Flows to conform to the 2013 presentation.

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Accumulated Other Comprehensive Loss

6 Months Ended

Jun. 30, 2013

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss for the six months endedJune 30, 2013 are as follows, net of tax:

	Currency translation adjustments			Unrealized loss on derivative financial instruments			Net actuarial gains/(losses) of defined benefit plans			Accumulated Other Comprehensive Loss
	(in millions)
Balances at December 31, 2012	$	(16.5	)	$	(34.8	)	$	(98.8	)	$	(150.1	)
Other comprehensive income before reclassifications	—			0.8			—			0.8
Amounts reclassified from accumulated other comprehensive loss, net of tax benefit of $-, $4.8, $1.0, and $5.8	—			9.3			1.5			10.8
Less: noncontrolling interest	—			(2.4		)	—			(2.4		)
Other comprehensive income	—			7.7			1.5			9.2
Sale of interests in partially-owned leasing subsidiaries	—			13.3			—			13.3
Repurchase of interests in partially-owned leasing subsidiary	—			(6.4		)	—			(6.4		)
Balances at June 30, 2013	$	(16.5	)	$	(20.2	)	$	(97.3	)	$	(134.0	)

See Note 7 Derivative Instruments for information on the reclassification of amounts in accumulated other comprehensive loss into earnings. Reclassifications of unrealized before-tax losses on derivative financial instruments are included in interest expense in the Consolidated Statement of Operations. Approximately $1.9 million of the before-tax reclassification of net actuarial gains/(losses) of defined benefit plans are included in cost of revenues with the remainder included in selling, engineering, and administrative expenses in the Consolidated Statement of Operations for the six months endedJune 30, 2013.

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Debt (Details Textual) (USD $) In Millions, except Share data, unless otherwise specified	6 Months Ended		12 Months Ended	6 Months Ended	1 Months Ended
	Jun. 30, 2013 Recourse Corporate Revolving Credit Facility	Jun. 30, 2013 Recourse Convertible Subordinated Notes	Dec. 31, 2012 Recourse Convertible Subordinated Notes	Jun. 30, 2013 Non-recourse TILC warehouse facility installments	Aug. 31, 2013 Trinity Rail Leasing 2012 Non-recourse Series 2013-1 Secured Railcar Equipment Notes
Debt (Textual) [Abstract]
Revolving credit facility	$ 425.0			$ 475.0
Maturity date of credit facility	Oct. 20, 2016
Used revolving credit facility for letters of credit	69.9
Availability of the revolving credit facility	355.1			307.6
Borrowing under revolving credit facility exclusive of letters of credit	0
Letter of credit expiring in current year	1.9
Credit facility, description of variable rate reference rate basis	Libor
Percentage points added to Libor to compute interest rates on the credit facility	1.50%
Credit facility, description of variable rate reference rate basis, alternative computation	prime
Percentage points added to prime to compute interest rates on the credit facility, alternative computation	0.50%
Capital in excess of par value related to the convertible subordinated notes' conversion options		92.8	92.8
Date through which debt discount is being amortized		Jun. 01, 2018
Effective annual interest rate yield based upon the estimated market interest rate		8.42%
Conversion price of convertible subordinated notes (in dollars per share)		$ 50.98
Number of shares issuable in exchange of Convertible Subordinated Notes (in shares)		8,826,991
Number of shares that would have been issued if the Convertible Subordinated Notes had been converted (in shares)		0
Credit facility, amount outstanding				167.4
Interest at a defined index rate plus a margin for advances under the facility				1.95%
Maturity date				June 2015
Number of installments payable for amounts outstanding at maturity, absent renewal				3
Installment payable date, installment one				December 2015
Installment payable date, installment two				June 2016
Installment payable date, installment three				December 2016
Face value of debt instrument					$ 183.4
Interest rate on notes					3.90%
Maturity date					Jul. 15, 2043

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Railcar Leasing and Management Services Group (Details Textual) (USD $) In Millions, unless otherwise specified					6 Months Ended				6 Months Ended
	Jun. 30, 2013		Dec. 31, 2012	Jun. 30, 2013 Leasing Group	Jun. 30, 2013 Leasing Group Wholly-owned subsidiaries	Jun. 30, 2013 Leasing Group TRIP Holdings	Jun. 30, 2013 Leasing Group RIV 2013	Jun. 30, 2013 Leasing Group Wholly-owned qualified subsidiaries for leasing railcars from trusts	Jun. 30, 2013 Leasing Group Minimum	Jun. 30, 2013 Leasing Group Maximum
Railcar Leasing and Management Services Group (Textual) [Abstract]
Period of lease contracts with third parties (in years)									1 year	20 years
Net book value of equipment pledged as collateral for leasing group debt					$ 2,114.1	$ 1,100.8	$ 425.2
Net book value of equipment securing capital lease obligations					48.1
Net book value of unpledged equipment					855.1
Period of railcars leased from the Trusts under operating leases (in years)					22 years
Assets	6,900.7	[1]	6,669.9					207.3
Cash								83.1
Railcars								91.0
Operating lease obligations guaranteed by Trinity Industries, Inc. and certain subsidiaries				$ 24.0

[1] (unaudited)

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Segment Information (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Financial Information from continuing operations for segments
Revenues - External	$ 1,066.1	$ 995.5	$ 1,999.0	$ 1,891.7
Revenues - Intersegment	0	0	0	0
Total revenues	1,066.1	995.5	1,999.0	1,891.7
Operating Profit (Loss)	183.4	152.5	342.9	275.2
Rail Group
Financial Information from continuing operations for segments
Revenues - External	474.1	380.2	897.7	721.4
Revenues - Intersegment	193.9	136.7	395.8	262.6
Total revenues	668.0	516.9	1,293.5	984.0
Operating Profit (Loss)	107.9	53.0	210.8	93.1
Construction Products Group
Financial Information from continuing operations for segments
Revenues - External	149.3	118.7	247.3	239.2
Revenues - Intersegment	5.2	5.2	11.0	10.6
Total revenues	154.5	123.9	258.3	249.8
Operating Profit (Loss)	19.0	12.8	26.7	23.9
Inland Barge Group
Financial Information from continuing operations for segments
Revenues - External	150.0	173.9	297.4	343.3
Revenues - Intersegment	0	0	0	0
Total revenues	150.0	173.9	297.4	343.3
Operating Profit (Loss)	20.9	36.6	45.2	66.6
Energy Equipment Group
Financial Information from continuing operations for segments
Revenues - External	121.4	126.6	249.9	246.7
Revenues - Intersegment	31.1	4.1	57.3	9.0
Total revenues	152.5	130.7	307.2	255.7
Operating Profit (Loss)	14.3	4.0	29.2	0.2
Railcar Leasing and Management Services Group
Financial Information from continuing operations for segments
Revenues - External	169.6	192.3	304.0	334.4
Revenues - Intersegment	0	1.9	0	2.1
Total revenues	169.6	194.2	304.0	336.5
Operating Profit (Loss)	75.7	76.4	137.3	142.9
All Other
Financial Information from continuing operations for segments
Revenues - External	1.7	3.8	2.7	6.7
Revenues - Intersegment	20.0	17.0	38.3	29.8
Total revenues	21.7	20.8	41.0	36.5
Operating Profit (Loss)	(3.8)	(6.3)	(6.4)	(5.1)
Corporate
Financial Information from continuing operations for segments
Revenues - External	0	0	0	0
Revenues - Intersegment	0	0	0	0
Total revenues	0	0	0	0
Operating Profit (Loss)	(15.5)	(9.6)	(32.1)	(21.2)
Eliminations – Lease subsidiary
Financial Information from continuing operations for segments
Revenues - External	0	0	0	0
Revenues - Intersegment	(189.5)	(132.3)	(387.5)	(254.9)
Total revenues	(189.5)	(132.3)	(387.5)	(254.9)
Operating Profit (Loss)	(34.7)	(12.2)	(67.1)	(23.1)
Eliminations – Other
Financial Information from continuing operations for segments
Revenues - External	0	0	0	0
Revenues - Intersegment	(60.7)	(32.6)	(114.9)	(59.2)
Total revenues	(60.7)	(32.6)	(114.9)	(59.2)
Operating Profit (Loss)	$ (0.4)	$ (2.2)	$ (0.7)	$ (2.1)

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Derivative Instruments (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2013 Designated as hedging instrument Expired hedges 2006 secured railcar equipment notes		Jun. 30, 2013 Designated as hedging instrument Expired hedges Promissory notes		Jun. 30, 2013 Designated as hedging instrument Expired hedges TRIP Holdings warehouse loan		Jun. 30, 2013 Designated as hedging instrument Open hedges Promissory notes		Jun. 30, 2013 Designated as hedging instrument Open hedges TRIP Master Funding secured railcar equipment notes		Jul. 31, 2011 Designated as hedging instrument Open hedges TRIP Master Funding secured railcar equipment notes
Interest rate hedges included in balance sheet
Notional Amount			$ 200.0		$ 370.0		$ 788.5		$ 428.1		$ 72.8		$ 94.1
Interest Rate			4.87%	[1]	5.34%	[1]	3.60%	[1]	4.13%	[1]	2.62%	[1]
Liability			0		0		0		28.9		2.8
AOCL - loss/(income)	20.2	34.8	(1.8)		5.6		14.1		26.8		1.2
Noncontrolling Interest			$ 0		$ 0		$ 17.4		$ 0		$ 1.5

[1] Weighted average fixed interest rate

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Other, Net (Tables)

6 Months Ended

Jun. 30, 2013

Other Income and Expenses [Abstract]

Other, net (income) expense

Other, net (income) expense consists of the following items:

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(in millions)
Foreign currency exchange transactions	$	0.8		$	0.6		$	0.5		$	(1.4	)
Gain on equity investments	(0.1		)	(0.1		)	(0.2		)	(0.1		)
Other	0.2			(0.6		)	(2.1		)	(1.5		)
Other, net	$	0.9		$	(0.1	)	$	(1.8	)	$	(3.0	)

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Contingencies

6 Months Ended

Jun. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Contingencies

Contingencies

Highway Products Litigation

As previously reported, on September 2, 2011, the Company and the Texas A&M University System, as Plaintiffs, filed litigation in Virginia asserting claims of patent and trademark infringement against SPIG Industry, LLC, SPIG Industry, Inc., and Selco Construction Services, Inc. The litigation alleged that without authorization SPIG Industry, LLC and SPIG Industry, Inc. manufactured and sold, and Selco Construction Services, Inc. installed certain highway guardrail end terminal products that copied the Plaintiffs' ET-Plus System (“ET-Plus”). The ET-Plus is a patented, energy-absorbing, guardrail end terminal system designed by engineers at the Texas A&M Transportation Institute. The ET-Plus is manufactured under license, marketed and sold by Trinity Highway Products, LLC, a wholly-owned subsidiary of the Company. The ET-Plus is typically purchased by state Departments of Transportation and highway construction contractors for use along roadways and medians. The Company settled the infringement lawsuit on acceptable terms and the defamation and disparagement lawsuits in Texas and Georgia have been dismissed based on the Company's motion.

As previously reported, in a related matter, on January 28, 2013, the Company was advised that the United States filed a “Notice of Election to Decline Intervention” in a False Claims Act (Qui Tam) complaint filed under seal on March 6, 2012 in the United States District Court for the Eastern District of Texas, Marshall Division styled JOSHUA HARMAN, on behalf of the UNITED STATES OF AMERICA, PLAINTIFF/Relator (“Mr. Harman”) v. TRINITY INDUSTRIES, INC., DEFENDANT, Case 2:12-cv-00089-JRG. Although the Company did not receive service of process with respect to the Original Complaint, the Company was served with Mr. Harman's Amended Complaint on May 17, 2013. Mr. Harman alleges that the Company presented false or fraudulent claims, records or statements to the United States to obtain payment or approval, ostensibly related to the ET-Plus, and seeks damages equaling the cost to recall and replace all installations of the ET-Plus plus treble civil penalties, costs, and interest. The Company notes that since its introduction in 2000, including all improvement modifications thereafter, the ET-Plus has satisfied the testing criteria required by the governing National Cooperative Highway Research Program Report 350 and the product approval requirements of the Federal Highway Administration. The Company intends to vigorously defend against Mr. Harman's allegations which will likely result in certain legal expenses. We do not believe that a loss is probable nor can a range of losses be determined. Accordingly, no accrual or range of loss has been included in the accompanying consolidated financial statements.

Railworthiness Directive

As previously reported, in 2011 the Company received the approval of the Federal Railroad Administration to implement a voluntary recertification of 948 tank cars owned or managed by the Company’s wholly-owned, railcar leasing subsidiary and used in transporting poison inhalation hazard (“PIH”) materials. The recertification process, having been completed for over half of the tank cars as of June 30, 2013, is progressing and being performed in conjunction with the normal three to five year, federally mandated inspection cycle for tank cars in PIH service. Maintenance costs associated with this recertification process are expensed as incurred. The additional costs estimated to be incurred for compliance with the directive are not expected to be significant.

Other Matters

As previously reported, Trinity Structural Towers, Inc., a wholly-owned subsidiary of the Company, is in litigation with a structural wind towers customer for the customer’s breach of a long-term supply contract for the manufacture of towers. While the customer partially performed the contract, it ultimately defaulted on its purchase obligation and did not remedy such default following written notice. Discovery in this litigation is continuing.

The Company is involved in claims and lawsuits incidental to our business arising from various matters including product warranty, personal injury, environmental issues, workplace laws, and various governmental regulations. The Company evaluates its exposure to such claims and suits periodically and establishes accruals for these contingencies when a range of loss can be reasonably estimated. The range of reasonably possible losses for such matters, taking into consideration our rights in indemnity and recourse to third parties is $6.0 million to $31.4 million. Total accruals of $18.9 million, including environmental and workplace matters described below, are included in accrued liabilities in the accompanying consolidated balance sheet. The Company believes any additional liability would not be material to its financial position or results of operations.

Trinity is subject to remedial orders and Federal, state, local, and foreign laws and regulations relating to the environment and the workplace. The Company has reserved $9.2 million to cover our probable and estimable liabilities with respect to the investigations, assessments, and remedial responses to such matters, taking into account currently available information and our contractual rights to indemnification and recourse to third parties. However, estimates of liability arising from future proceedings, assessments, or remediation are inherently imprecise. Accordingly, there can be no assurance that we will not become involved in future litigation or other proceedings involving the environment and the workplace or, if we are found to be responsible or liable in any such litigation or proceeding, that such costs would not be material to the Company. We believe that we are currently in substantial compliance with environmental and workplace laws and regulations.

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Earnings Per Common Share

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Earnings Per Common Share

Earnings Per Common Share

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 unrestricted common shares outstanding for the period. Except when the effect would be antidilutive, the calculation of diluted net income attributable to Trinity per common share includes the net impact of unvested restricted shares and shares that could be issued under outstanding stock options. Total weighted average restricted shares and antidilutive stock options were 3.6 million shares and 3.4 million shares for the three and six month periods endedJune 30, 2013, respectively. Total weighted average restricted shares and antidilutive stock options were 3.3 million shares and 3.2 million shares for the three and six month periods endedJune 30, 2012, respectively.

The computation of basic and diluted net income attributable to Trinity Industries, Inc. follows. Amounts previously reported have been adjusted to reflect discontinued operations resulting from the sale of the Company's ready-mix concrete operations. See Note 2 Acquisitions and Divestitures.

	Three Months Ended June 30, 2013							Three Months Ended June 30, 2012
	(in millions, except per share amounts)
	Income (Loss)			Average Shares	EPS			Income (Loss)			Average Shares	EPS
Net income from continuing operations	$	89.2						$	66.1
Less: net income (loss) from continuing operations attributable to noncontrolling interest	4.2							(0.3		)
Net income from continuing operations attributable to Trinity Industries, Inc.	85.0							66.4
Unvested restricted share participation	(2.7		)					(2.3		)
Net income from continuing operations attributable to Trinity Industries, Inc. – basic	82.3			77.0	$	1.07		64.1			77.7	$	0.82
Effect of dilutive securities:
Stock options	—			0.1				—			0.2
Net income from continuing operations attributable to Trinity Industries, Inc. – diluted	$	82.3		77.1	$	1.07		$	64.1		77.9	$	0.82
Net income (loss) from discontinued operations, net of taxes	$	(1.0	)					$	1.4
Unvested restricted share participation	—							—
Net income (loss) from discontinued operations, net of taxes – basic	(1.0		)	77.0	$	(0.01	)	1.4			77.7	$	0.02
Effect of dilutive securities:
Stock options	—			0.1				—			0.2
Net income (loss) from discontinued operations, net of taxes – diluted	$	(1.0	)	77.1	$	(0.01	)	$	1.4		77.9	$	0.02

	Six Months Ended June 30, 2013						Six Months Ended June 30, 2012
	(in millions, except per share amounts)
	Income (Loss)			Average Shares	EPS		Income (Loss)			Average Shares	EPS
Net income from continuing operations	$	161.4					$	118.5
Less: net income (loss) from continuing operations attributable to noncontrolling interest	3.9						(0.9		)
Net income from continuing operations attributable to Trinity Industries, Inc.	157.5						119.4
Unvested restricted share participation	(5.0		)				(3.7		)
Net income from continuing operations attributable to Trinity Industries, Inc. – basic	152.5			77.0	$	1.98	115.7			77.7	$	1.49
Effect of dilutive securities:
Stock options	—			0.1			—			0.2
Net income from continuing operations attributable to Trinity Industries, Inc. – diluted	$	152.5		77.1	$	1.98	$	115.7		77.9	$	1.49
Net income from discontinued operations, net of taxes	$	5.6					$	1.3
Unvested restricted share participation	(0.2		)				(0.3		)
Net income from discontinued operations, net of taxes – basic	5.4			77.0	$	0.07	1.0			77.7	$	0.01
Effect of dilutive securities:
Stock options	—			0.1			—			0.2
Net income from discontinued operations, net of taxes – diluted	$	5.4		77.1	$	0.07	$	1.0		77.9	$	0.01

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Fair Value Accounting (Details) (Fair value measurements, recurring, USD $) In Millions, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012
Level 1
Assets:
Cash equivalents	$ 137.0		$ 246.6
Restricted cash	227.0		223.2
Total assets	364.0		469.8
Liabilities:
Total liabilities	0		0
Level 1 | Equity call agreement with TRIP Holdings equity investor
Assets:
Equity call agreement with TRIP Holdings equity investor			0	[1]
Level 1 | Fuel derivative instruments
Assets:
Fuel derivative instruments			0	[1]
Level 1 | Equity put agreement with TRIP Holdings equity investor
Liabilities:
Equity put agreement with TRIP Holdings equity investor			0	[2]
Level 1 | Wholly-owned subsidiary | Interest rate hedges
Liabilities:
Interest rate hedges	0	[3]	0	[3]
Level 1 | Partially-owned subsidiary | Interest rate hedges
Liabilities:
Interest rate hedges	0	[3]	0	[3]
Level 2
Assets:
Cash equivalents	0		155.0
Restricted cash	0		0
Total assets	0		155.1
Liabilities:
Total liabilities	31.7		42.8
Level 2 | Equity call agreement with TRIP Holdings equity investor
Assets:
Equity call agreement with TRIP Holdings equity investor			0	[1]
Level 2 | Fuel derivative instruments
Assets:
Fuel derivative instruments			0.1	[1]
Level 2 | Equity put agreement with TRIP Holdings equity investor
Liabilities:
Equity put agreement with TRIP Holdings equity investor			0	[2]
Level 2 | Wholly-owned subsidiary | Interest rate hedges
Liabilities:
Interest rate hedges	28.9	[3]	37.6	[3]
Level 2 | Partially-owned subsidiary | Interest rate hedges
Liabilities:
Interest rate hedges	2.8	[3]	5.2	[3]
Level 3
Assets:
Cash equivalents	0		0
Restricted cash	0		0
Total assets	0		0.8
Liabilities:
Total liabilities	0		2.9
Level 3 | Equity call agreement with TRIP Holdings equity investor
Assets:
Equity call agreement with TRIP Holdings equity investor			0.8	[1]
Level 3 | Fuel derivative instruments
Assets:
Fuel derivative instruments			0	[1]
Level 3 | Equity put agreement with TRIP Holdings equity investor
Liabilities:
Equity put agreement with TRIP Holdings equity investor			2.9	[2]
Level 3 | Wholly-owned subsidiary | Interest rate hedges
Liabilities:
Interest rate hedges	0	[3]	0	[3]
Level 3 | Partially-owned subsidiary | Interest rate hedges
Liabilities:
Interest rate hedges	0	[3]	0	[3]
Total
Assets:
Cash equivalents	137.0		401.6
Restricted cash	227.0		223.2
Total assets	364.0		625.7
Liabilities:
Total liabilities	31.7		45.7
Total | Equity call agreement with TRIP Holdings equity investor
Assets:
Equity call agreement with TRIP Holdings equity investor			0.8	[1]
Total | Fuel derivative instruments
Assets:
Fuel derivative instruments			0.1	[1]
Total | Equity put agreement with TRIP Holdings equity investor
Liabilities:
Equity put agreement with TRIP Holdings equity investor			2.9	[2]
Total | Wholly-owned subsidiary | Interest rate hedges
Liabilities:
Interest rate hedges	28.9	[3]	37.6	[3]
Total | Partially-owned subsidiary | Interest rate hedges
Liabilities:
Interest rate hedges	$ 2.8	[3]	$ 5.2	[3]

[1] Included in other assets on the consolidated balance sheet.

[2] Included in other liabilities on the consolidated balance sheet.

[3] Included in accrued liabilities on the consolidated balance sheet.

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Property, Plant, and Equipment (Tables)

6 Months Ended

Jun. 30, 2013

Property, Plant and Equipment [Abstract]

Components of property, plant, and equipment

The following table summarizes the components of property, plant, and equipment as of June 30, 2013 and December 31, 2012.

	June 30, 2013			December 31, 2012
	(in millions)
Manufacturing/Corporate:
Land	$	40.9		$	37.7
Buildings and improvements	442.1			431.0
Machinery and other	832.0			745.3
Construction in progress	47.9			46.1
	1,362.9			1,260.1
Less accumulated depreciation	(752.5		)	(720.8		)
	610.4			539.3
Leasing:
Wholly-owned subsidiaries:
Machinery and other	9.8			9.6
Equipment on lease	3,563.3			3,231.9
	3,573.1			3,241.5
Less accumulated depreciation	(512.3		)	(468.4		)
	3,060.8			2,773.1
Partially-owned subsidiaries:
Equipment on lease	1,703.0			1,703.1
Less accumulated depreciation	(177.0		)	(153.8		)
	1,526.0			1,549.3
Net deferred profit on railcars sold to the Leasing Group
Sold to wholly-owned subsidiaries	(376.5		)	(381.8		)
Sold to partially-owned subsidiaries	(236.1		)	(180.9		)
	$	4,584.6		$	4,299.0

Certain prior year balances with respect to RIV 2013 have been reclassified as pertaining to a partially-owned subsidiary to conform to the 2013 presentation. See Note 5 Partially-Owned Leasing Subsidiaries.

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Employee Retirement Plans (Tables)

6 Months Ended

Jun. 30, 2013

Compensation and Retirement Disclosure [Abstract]

Components of net retirement cost

The following table summarizes the components of net retirement cost for the Company:

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(in millions)
Expense Components
Service cost	$	0.2		$	0.2		$	0.5		$	0.4
Interest	4.6			4.9			9.3			9.7
Expected return on plan assets	(6.7		)	(5.8		)	(13.3		)	(11.4		)
Amortization of actuarial loss	1.3			0.9			2.5			1.8
Defined benefit expense	(0.6		)	0.2			(1.0		)	0.5
Profit sharing	3.3			3.2			6.4			5.8
Net expense	$	2.7		$	3.4		$	5.4		$	6.3

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Segment Information (Details Textual)	6 Months Ended
	Jun. 30, 2013 segments
Segment Information (Textual) [Abstract]
Number of principal business segments of Company	5

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Financial information from continuing operations for segments

The financial information from continuing operations for these segments is shown in the tables below. We operate principally in North America.

Three Months EndedJune 30, 2013

	Revenues								Operating Profit (Loss)
	External		Intersegment			Total
	(in millions)
Rail Group	$	474.1	$	193.9		$	668.0		$	107.9
Construction Products Group	149.3		5.2			154.5			19.0
Inland Barge Group	150.0		—			150.0			20.9
Energy Equipment Group	121.4		31.1			152.5			14.3
Railcar Leasing and Management Services Group	169.6		—			169.6			75.7
All Other	1.7		20.0			21.7			(3.8		)
Corporate	—		—			—			(15.5		)
Eliminations – Lease subsidiary	—		(189.5		)	(189.5		)	(34.7		)
Eliminations – Other	—		(60.7		)	(60.7		)	(0.4		)
Consolidated Total	$	1,066.1	$	—		$	1,066.1		$	183.4

Three Months EndedJune 30, 2012

	Revenues								Operating Profit (Loss)
	External		Intersegment			Total
	(in millions)
Rail Group	$	380.2	$	136.7		$	516.9		$	53.0
Construction Products Group	118.7		5.2			123.9			12.8
Inland Barge Group	173.9		—			173.9			36.6
Energy Equipment Group	126.6		4.1			130.7			4.0
Railcar Leasing and Management Services Group	192.3		1.9			194.2			76.4
All Other	3.8		17.0			20.8			(6.3		)
Corporate	—		—			—			(9.6		)
Eliminations – Lease subsidiary	—		(132.3		)	(132.3		)	(12.2		)
Eliminations – Other	—		(32.6		)	(32.6		)	(2.2		)
Consolidated Total	$	995.5	$	—		$	995.5		$	152.5

Six Months EndedJune 30, 2013

	Revenues								Operating Profit (Loss)
	External		Intersegment			Total
	(in millions)
Rail Group	$	897.7	$	395.8		$	1,293.5		$	210.8
Construction Products Group	247.3		11.0			258.3			26.7
Inland Barge Group	297.4		—			297.4			45.2
Energy Equipment Group	249.9		57.3			307.2			29.2
Railcar Leasing and Management Services Group	304.0		—			304.0			137.3
All Other	2.7		38.3			41.0			(6.4		)
Corporate	—		—			—			(32.1		)
Eliminations – Lease subsidiary	—		(387.5		)	(387.5		)	(67.1		)
Eliminations – Other	—		(114.9		)	(114.9		)	(0.7		)
Consolidated Total	$	1,999.0	$	—		$	1,999.0		$	342.9

Six Months EndedJune 30, 2012

	Revenues								Operating Profit (Loss)
	External		Intersegment			Total
	(in millions)
Rail Group	$	721.4	$	262.6		$	984.0		$	93.1
Construction Products Group	239.2		10.6			249.8			23.9
Inland Barge Group	343.3		—			343.3			66.6
Energy Equipment Group	246.7		9.0			255.7			0.2
Railcar Leasing and Management Services Group	334.4		2.1			336.5			142.9
All Other	6.7		29.8			36.5			(5.1		)
Corporate	—		—			—			(21.2		)
Eliminations – Lease subsidiary	—		(254.9		)	(254.9		)	(23.1		)
Eliminations – Other	—		(59.2		)	(59.2		)	(2.1		)
Consolidated Total	$	1,891.7	$	—		$	1,891.7		$	275.2

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Debt (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012
Components of debt
Less: unamortized discount	$ (81.0)	[1]	$ (87.5)
Total debt	2,884.2	[1]	3,055.0
Notes payable	1,366.1	[1]	1,404.2
Carrying Value
Components of debt
Total debt	2,884.2		3,055.0
Recourse
Components of debt
Less: unamortized discount	(81.0)		(87.5)
Total debt	413.7		458.1
Recourse | Carrying Value
Components of debt
Total debt	413.7		458.1
Non-recourse
TRIP Holdings senior secured notes:
Less: owned by Trinity			(108.8)
Manufacturing/Corporate
Components of debt
Total debt	370.0		363.7
Manufacturing/Corporate | Recourse
Components of debt
Less: unamortized discount	(81.0)		(87.5)
Total debt	370.0		363.7
Manufacturing/Corporate | Recourse | Carrying Value
Components of debt
Revolving credit facility	0		0
Convertible subordinated notes	450.0		450.0
Less: unamortized discount	(81.0)		(87.5)
Convertible subordinated notes, net	369.0		362.5
Other	1.0		1.2
Total debt	370.0		363.7
Manufacturing/Corporate | Non-recourse
TRIP Holdings senior secured notes:
Less: owned by Trinity			0
Railcar Leasing and Management Services Group | Wholly-owned subsidiaries
Components of debt
Total debt	1,409.8		1,498.6
Railcar Leasing and Management Services Group | Partially-owned subsidiaries
Components of debt
Total debt	1,104.4		1,192.7
Railcar Leasing and Management Services Group | Recourse | Carrying Value
Components of debt
Total debt	43.7		94.4
Railcar Leasing and Management Services Group | Recourse | Capital lease obligations | Carrying Value
Components of debt
Capital lease obligations	43.7		45.8
Railcar Leasing and Management Services Group | Recourse | Term loan | Carrying Value
Components of debt
Loans payable	0		48.6
Railcar Leasing and Management Services Group | Recourse | Wholly-owned subsidiaries
Components of debt
Less: unamortized discount	0		0
Total debt	43.7		94.4
Railcar Leasing and Management Services Group | Recourse | Partially-owned subsidiaries
Components of debt
Less: unamortized discount	0		0
Total debt	0		0
Railcar Leasing and Management Services Group | Non-recourse | Carrying Value
Components of debt
Total debt	2,470.5		2,596.9
Railcar Leasing and Management Services Group | Non-recourse | Wholly-owned subsidiaries
TRIP Holdings senior secured notes:
Less: owned by Trinity			0
Railcar Leasing and Management Services Group | Non-recourse | Wholly-owned subsidiaries | Carrying Value
Components of debt
Total debt	1,366.1		1,404.2
Railcar Leasing and Management Services Group | Non-recourse | Wholly-owned subsidiaries | 2006 secured railcar equipment notes | Carrying Value
Components of debt
Notes payable	248.5		255.8
Railcar Leasing and Management Services Group | Non-recourse | Wholly-owned subsidiaries | Promissory notes | Carrying Value
Components of debt
Notes payable	411.8		424.1
Railcar Leasing and Management Services Group | Non-recourse | Wholly-owned subsidiaries | 2009 secured railcar equipment notes | Carrying Value
Components of debt
Notes payable	204.2		209.2
Railcar Leasing and Management Services Group | Non-recourse | Wholly-owned subsidiaries | 2010 secured railcar equipment notes | Carrying Value
Components of debt
Notes payable	334.2		341.5
Railcar Leasing and Management Services Group | Non-recourse | Wholly-owned subsidiaries | TILC warehouse facility | Carrying Value
Components of debt
Loans payable	167.4		173.6
Railcar Leasing and Management Services Group | Non-recourse | Partially-owned subsidiaries
TRIP Holdings senior secured notes:
Less: owned by Trinity			(108.8)
Railcar Leasing and Management Services Group | Non-recourse | Partially-owned subsidiaries | Carrying Value
Components of debt
Total debt	1,104.4		1,192.7
Railcar Leasing and Management Services Group | Non-recourse | Partially-owned subsidiaries | 2012 secured railcar equipment notes - RIV 2013 | Carrying Value
Components of debt
Notes payable	327.0		333.8
Railcar Leasing and Management Services Group | Non-recourse | Partially-owned subsidiaries | TRIP Master Funding secured railcar equipment notes | Carrying Value
Components of debt
Notes payable	777.4		797.7
Railcar Leasing and Management Services Group | Non-recourse | Partially-owned subsidiaries | TRIP Holdings senior secured notes: | Carrying Value
TRIP Holdings senior secured notes:
Total outstanding	0		170.0
Less: owned by Trinity	0		(108.8)
TRIP Holdings senior secured notes	$ 0		$ 61.2

[1] (unaudited)

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Employee Retirement Plans (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Components of Net Retirement Cost
Service cost	$ 0.2	$ 0.2	$ 0.5	$ 0.4
Interest	4.6	4.9	9.3	9.7
Expected return on plan assets	(6.7)	(5.8)	(13.3)	(11.4)
Amortization of actuarial loss	1.3	0.9	2.5	1.8
Defined benefit expense	(0.6)	0.2	(1.0)	0.5
Profit sharing	3.3	3.2	6.4	5.8
Net expense	$ 2.7	$ 3.4	$ 5.4	$ 6.3

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Warranties (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Changes in the accruals for warranties
Beginning balance	$ 12.6	$ 14.5	$ 12.5	$ 13.5
Warranty costs incurred	(1.5)	(1.5)	(3.0)	(3.9)
Warranty originations and revisions	3.4	1.4	6.0	5.2
Warranty expirations	(1.0)	(0.6)	(2.0)	(1.0)
Ending balance	$ 13.5	$ 13.8	$ 13.5	$ 13.8

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Summary of Significant Accounting Policies (Details) (USD $) In Millions, except Share data, unless otherwise specified	1 Months Ended			3 Months Ended		6 Months Ended
	Jun. 30, 2013	Sep. 30, 2012	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Summary of Significant Accounting Policies (Textual) [Abstract]
Authorized amount from board of directors for share repurchase		$ 200
Share repurchase program effective date - current plan		Oct. 01, 2012
Share repurchase program expiry date - current plan		Dec. 31, 2014
Shares repurchased under the program				1,294,248	1,692,229	1,294,248	1,692,229
Cost of shares repurchased				49.9	41.2	49.9	41.2
Shares repurchased settled in subsequent month	$ 9.7		$ 6.0
Customer receivables concentration | Customer receivables concentration
Summary of Significant Accounting Policies (Textual) [Abstract]
Number of customers for net receivables concentration						2
Customer receivables concentration | Customer receivables concentration | Energy Equipment Group
Summary of Significant Accounting Policies (Textual) [Abstract]
Net receivables percentage						13.00%
Customer receivables concentration | Customer receivables concentration | Rail Group
Summary of Significant Accounting Policies (Textual) [Abstract]
Net receivables percentage						11.00%

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Income Taxes (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Reconciliation between the statutory United States Federal income tax rate and the Company's effective income tax rate
Statutory rate	35.00%	35.00%	35.00%	35.00%
State taxes	2.10%	2.00%	2.10%	2.00%
Domestic production activities deduction	(1.50%)	0.00%	(1.00%)	0.00%
Noncontrolling interests income	(1.60%)	0.00%	(0.80%)	0.00%
Tax assessments and settlements	1.20%	0.00%	0.60%	(1.20%)
Other, net	(0.60%)	0.10%	(0.50%)	(0.50%)
Effective rate	34.60%	37.10%	35.40%	35.30%

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Stock-Based Compensation

6 Months Ended

Jun. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

Stock-Based Compensation

Stock-based compensation totaled approximately $9.9 million and $18.9 million for the three and six months endedJune 30, 2013, respectively. Stock-based compensation totaled approximately $5.6 million and $12.5 million for the three and six months endedJune 30, 2012, respectively.

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Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012
ASSETS
Cash and cash equivalents	$ 388.0	[1]	$ 573.0
Short-term marketable securities	59.9	[1]	0
Receivables, net of allowance	386.4	[1]	390.0
Inventories:
Raw materials and supplies	418.4	[1]	405.3
Work in process	194.2	[1]	140.9
Finished goods	126.3	[1]	121.5
Inventory, net	738.9	[1]	667.7
Restricted cash, including partially-owned subsidiaries of $69.1 and $57.8	227.0	[1]	223.2
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $1,703.0 and $1,703.1	6,026.4	[1]	5,642.0
Less accumulated depreciation, including partially-owned subsidiaries of $177.0 and $153.8	(1,441.8)	[1]	(1,343.0)
Property, plant, and equipment, net	4,584.6	[1]	4,299.0
Goodwill	250.8	[1]	240.4	[2]
Assets held for sale and discontinued operations	0	[1]	27.9
Other assets	265.1	[1]	248.7
Total assets	6,900.7	[1]	6,669.9
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	187.2	[1]	188.2
Accrued liabilities	590.5	[1]	583.1
Debt:
Recourse, net of unamortized discount of $81.0 and $87.5	413.7	[1]	458.1
Non-recourse:
Wholly-owned subsidiaries	1,366.1	[1]	1,404.2
Partially-owned subsidiaries	1,104.4	[1]	1,192.7
Total debt	2,884.2	[1]	3,055.0
Deferred income	42.6	[1]	44.5
Deferred income taxes	627.8	[1]	572.4
Liabilities held for sale and discontinued operations	0	[1]	3.7
Other liabilities	94.1	[1]	85.4
Total liabilities	4,426.4	[1]	4,532.3
Stockholders’ equity:
Preferred stock – 1.5 shares authorized and unissued	0	[1]	0
Common stock – 200.0 shares authorized	81.7	[1]	81.7
Capital in excess of par value	656.0	[1]	652.6
Retained earnings	1,680.9	[1]	1,536.7
Accumulated other comprehensive loss	(134.0)	[1]	(150.1)
Treasury stock	(100.7)	[1]	(67.9)
Total stockholders' equity	2,183.9	[1]	2,053.0
Noncontrolling interest	290.4	[1]	84.6
Total stockholders' equity, including portion attributable to noncontrolling interest	2,474.3	[1]	2,137.6
Total liabilities and stockholders' equity	6,900.7	[1]	6,669.9
Recourse, net of unamortized discount of $81.0 and $87.5
Non-recourse:
Total debt	413.7		458.1
Partially-owned subsidiaries
Inventories:
Restricted cash, including partially-owned subsidiaries of $69.1 and $57.8	69.1	[1]	57.8
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $1,703.0 and $1,703.1	1,703.0	[1]	1,703.1
Less accumulated depreciation, including partially-owned subsidiaries of $177.0 and $153.8	$ (177.0)	[1]	$ (153.8)

[1] (unaudited)

[2] (as reported)

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Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012
Operating activities:
Net income	$ 167.0		$ 119.8
Adjustments to reconcile net income to net cash provided by operating activities:
Income from discontinued operations	(5.6)		(1.3)
Depreciation and amortization	102.4		95.8
Stock-based compensation expense	18.8		12.2
Excess tax benefits from stock-based compensation	(7.8)		(1.2)
Provision for deferred income taxes	30.7		62.2
Net gains on sales of railcars owned more than one year at the time of sale	(8.0)		(5.3)
Gains (losses) on disposition of property, plant, equipment, and other assets	0.3		(4.4)
Non-cash interest expense	16.2		14.8
Other	(5.7)		(6.0)
Changes in assets and liabilities:
(Increase) decrease in receivables	3.0		50.0
(Increase) decrease in inventories	(55.3)		(100.4)
(Increase) decrease in other assets	(11.1)		(30.8)
Increase (decrease) in accounts payable	0		25.2
Increase (decrease) in accrued liabilities	16.8		(28.9)
Increase (decrease) in other liabilities	4.7		(9.3)
Net cash provided by operating activities - continuing operations	266.4		192.4
Net cash provided by operating activities - discontinued operations	7.2		6.1
Net cash provided by operating activities	273.6		198.5
Investing activities:
(Increase) decrease in short-term marketable securities	(59.9)		0
Proceeds from sales of railcars owned more than one year at the time of sale	39.1		34.1
Proceeds from lease fleet sales - sale and leaseback	0		7.2
Proceeds from disposition of property, plant, equipment, and other assets	0.1		13.0
Capital expenditures – leasing, net of sold railcars owned one year or less	(308.5)		(172.5)
Capital expenditures – manufacturing and other	(57.4)		(34.0)
Acquisitions, net of cash acquired	(37.2)		0
Other	(0.6)		0
Net cash required by investing activities - continuing operations	(424.4)		(152.2)
Net cash required by investing activities - discontinued operations	(0.5)		(2.5)
Net cash required by investing activities	(424.9)		(154.7)
Financing activities:
Proceeds from issuance of common stock, net	1.6		1.4
Excess tax benefits from stock-based compensation	7.8		1.2
Payments to retire debt	(177.4)		(86.0)
Proceeds from issuance of debt	0		13.9
(Increase) decrease in restricted cash	(3.8)		21.4
Shares repurchased	(40.2)		(35.2)
Dividends paid to common shareholders	(17.4)		(14.5)
Proceeds from sale of interests in partially-owned leasing subsidiaries	294.9		0
Repurchase of noncontrolling interests in partially-owned leasing subsidiary	(84.0)		0
Other	(14.6)		(4.6)
Net cash required by financing activities - continuing operations	(33.1)		(102.4)
Net cash provided (required) by financing activities - discontinued operations	(0.6)		1.6
Net cash required by financing activities	(33.7)		(100.8)
Net decrease in cash and cash equivalents	(185.0)		(57.0)
Cash and cash equivalents at beginning of period	573.0		351.1
Cash and cash equivalents at end of period	$ 388.0	[1]	$ 294.1

[1] (unaudited)

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Acquisitions and Divestitures

6 Months Ended

Jun. 30, 2013

Business Combinations [Abstract]

Acquisitions and Divestitures

 Acquisitions and Divestitures

For the six months endedJune 30, 2013, the Company's acquisition and divestiture activity included the sale of its remaining ready-mix concrete operations in exchange for certain aggregates operations in Texas, Colorado, and California. The aggregates operations acquired and another acquisition completed in April 2013 were recorded based on preliminary valuations of the related assets and liabilities at their acquisition date fair value using Level 3 inputs. Such assets and liabilities were not significant in relation to consolidated assets and liabilities. See Note 3 Fair Value for a discussion of inputs in determining fair value.

In April 2013, the Company completed an acquisition of a business in our Energy Equipment Group whose purchase price, net cash paid, and goodwill recorded amounted to $27.9 million, $27.9 million and $3.0 million, respectively. All remaining acquisition and divestiture activity for the three and six months endedJune 30, 2013 occurred within our Construction Products Group.

The Company's acquisition and divestiture activity is summarized below:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(in millions)
Acquisition:
Purchase price	$	29.6	$	2.0	$	83.4	$	2.0
Net cash paid	$	28.1	$	—	$	37.2	$	—
Goodwill recorded	$	7.0	$	0.8	$	9.5	$	0.8
Divestiture:
Proceeds	$	—	$	2.1	$	35.6	$	2.1
Gain recognized	$	0.1	$	1.5	$	12.5	$	1.5
Goodwill charged off	$	—	$	0.1	$	4.8	$	0.1

The divestiture of our ready-mix concrete operations has been accounted for and reported as a discontinued operation and, accordingly, historical amounts previously reported have been adjusted, where appropriate, to remove the effect of discontinued operations. Further, assets and liabilities related to the discontinued operations have been classified as Assets/Liabilities Held for Sale and Discontinued Operations in the accompanying consolidated balance sheets as follows:

	June 30, 2013		December 31, 2012
	(in millions)
Assets of Ready-Mix Concrete Operations:
Inventories	$	—	$	4.5
Property, plant, and equipment, net	—		16.9
Goodwill	—		6.3
Other	—		0.2
	$	—	$	27.9
Liabilities of Ready-Mix Concrete Operations:
Debt	$	—	$	3.7
	$	—	$	3.7

Condensed results of operations for the ready-mix concrete operations for the three and six months endedJune 30, 2013 and 2012 are as follows:

	Three Months Ended June 30,					Six Months Ended June 30,
	2013			2012		2013			2012
	(in millions)
Revenues	$	—		$	32.8	$	31.6		$	61.9
Income (loss) from discontinued operations before income taxes	$	(1.6	)	$	2.3	$	(2.3	)	$	2.1
Income tax expense (benefit)	(0.5		)	0.9		(0.8		)	0.8
Net income (loss) from discontinued operations	$	(1.1	)	$	1.4	$	(1.5	)	$	1.3

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Employee Retirement Plans (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Defined Benefit Plan Disclosure [Line Items]
Actual employer contributions to defined benefit plans	$ 4.5	$ 4.1	$ 8.1	$ 10.2
Expected full year contributions by the employer to defined benefit plans	$ 18.9		$ 18.9

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Consolidated Statement of Stockholders' Equity (USD $) In Millions, except Share data, unless otherwise specified	Total		Common Stock	Capital in Excess of Par Value	Retained Earnings	Accumulated Other Comprehensive Loss	Treasury Stock	Trinity Stockholders' Equity	Noncontrolling Interest
Beginning balance at Dec. 31, 2012	$ 2,137.6		$ 81.7	$ 652.6	$ 1,536.7	$ (150.1)	$ (67.9)	$ 2,053.0	$ 84.6
Beginning balance, Shares at Dec. 31, 2012			81,700,000				(2,600,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	167.0				163.1			163.1	3.9
Other comprehensive income	11.6					9.2		9.2	2.4
Cash dividends on common stock	(18.9)				(18.9)			(18.9)
Restricted shares, net	12.1			(1.8)			13.9	12.1
Restricted shares, net, Shares							700,000
Shares repurchased	(49.9)						(49.9)	(49.9)
Shares repurchased, Shares	(1,294,248)						(1,300,000)
Stock options exercised	1.6			(1.6)			3.2	1.6
Stock options exercised, Shares							100,000
Excess tax benefits from stock-based compensation	7.9			7.9				7.9
Repurchase of interests in partially-owned leasing subsidiary	(84.2)			6.4		(6.4)		0	(84.2)
Sale of interests in partially-owned leasing subsidiaries	289.5			(7.5)		13.3		5.8	283.7
Ending balance at Jun. 30, 2013	$ 2,474.3	[1]	$ 81.7	$ 656.0	$ 1,680.9	$ (134.0)	$ (100.7)	$ 2,183.9	$ 290.4
Ending balance, Shares at Jun. 30, 2013			81,700,000				(3,100,000)

[1] (unaudited)

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Accumulated Other Comprehensive Loss (Tables)

6 Months Ended

Jun. 30, 2013

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Changes in accumulated other comprehensive loss

Changes in accumulated other comprehensive loss for the six months endedJune 30, 2013 are as follows, net of tax:

	Currency translation adjustments			Unrealized loss on derivative financial instruments			Net actuarial gains/(losses) of defined benefit plans			Accumulated Other Comprehensive Loss
	(in millions)
Balances at December 31, 2012	$	(16.5	)	$	(34.8	)	$	(98.8	)	$	(150.1	)
Other comprehensive income before reclassifications	—			0.8			—			0.8
Amounts reclassified from accumulated other comprehensive loss, net of tax benefit of $-, $4.8, $1.0, and $5.8	—			9.3			1.5			10.8
Less: noncontrolling interest	—			(2.4		)	—			(2.4		)
Other comprehensive income	—			7.7			1.5			9.2
Sale of interests in partially-owned leasing subsidiaries	—			13.3			—			13.3
Repurchase of interests in partially-owned leasing subsidiary	—			(6.4		)	—			(6.4		)
Balances at June 30, 2013	$	(16.5	)	$	(20.2	)	$	(97.3	)	$	(134.0	)

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The foregoing consolidated financial statements are unaudited and have been prepared from the books and records of Trinity Industries, Inc. and its consolidated subsidiaries (“Trinity”, “Company”, “we”, or “our”) including the accounts of its wholly-owned subsidiaries and its partially-owned subsidiaries, TRIP Rail Holdings LLC (“TRIP Holdings”) and RIV 2013 Rail Holdings LLC ("RIV 2013"), in which the Company has controlling interest. In our opinion, all normal and recurring adjustments necessary for a fair presentation of the financial position of the Company as of June 30, 2013, and the results of operations and cash flows for the six months endedJune 30, 2013 and 2012, have been made in conformity with generally accepted accounting principles. All significant intercompany accounts and transactions have been eliminated. Certain amounts previously reported have been adjusted in the accompanying consolidated financial statements to remove the effects of discontinued operations. See Note 2 Acquisitions and Divestitures. Because of seasonal and other factors, the results of operations for the six months endedJune 30, 2013 may not be indicative of expected results of operations for the year ending December 31, 2013. These interim financial statements and notes are condensed as permitted by the instructions to Form 10-Q and should be read in conjunction with the audited consolidated financial statements of the Company included in its Form 10-K for the year endedDecember 31, 2012.

Stockholders' Equity

Stockholders' Equity

In September 2012, the Company’s Board of Directors authorized a new $200 million share repurchase program, effective October 1, 2012, which expires on December 31, 2014. Under the program, 1,294,248 shares were repurchased during the three and six months endedJune 30, 2013 at a cost of approximately $49.9 million. Certain shares of stock repurchased during June 2013, totaling $9.7 million, were cash settled in July 2013 in accordance with normal settlement practices. During the three and six months endedJune 30, 2012, the Company repurchased 1,692,229 shares at a cost of approximately $41.2 million. Certain shares of stock repurchased during June 2012, totaling $6.0 million, were cash settled in July 2012 in accordance with normal settlement practices.

Revenue Recognition

Revenue Recognition

Revenues for contracts providing for a large number of units and few deliveries are recorded as the individual units are produced, inspected, and accepted by the customer as the risk of loss passes to the customer upon pre-delivery acceptance on these contracts. This occurs primarily in the Rail and Inland Barge Groups. Revenue from rentals and operating leases, including contracts which contain non-level fixed rental payments, is recognized monthly on a straight-line basis. Revenue is recognized from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet that have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. Fees for shipping and handling are recorded as revenue. For all other products, we recognize revenue when products are shipped or services are provided.

Financial Instruments

Financial Instruments

The Company considers all highly liquid debt instruments to be either cash and cash equivalents if purchased with a maturity of three months or less, or short-term marketable securities if purchased with a maturity of more than three months and less than one year. The Company intends to hold its short-term marketable securities until they are redeemed at their maturity date and believes that under the "more likely than not" criteria, the Company will not be required to sell the securities before recovery of their amortized cost bases, which may be maturity.

Financial instruments that potentially subject the Company to a concentration of credit risk are primarily cash investments including restricted cash, short-term marketable securities, and receivables. The Company places its cash investments and short-term marketable securities in bank deposits and investment grade, short-term debt instruments and limits the amount of credit exposure to any one commercial issuer. Concentrations of credit risk with respect to receivables are limited due to control procedures that monitor the credit worthiness of customers, the large number of customers in the Company's customer base, and their dispersion across different industries and geographic areas. As receivables are generally unsecured, the Company maintains an allowance for doubtful accounts based upon the expected collectability of all receivables. Receivable balances determined to be uncollectible are charged against the allowance. The carrying values of cash, short-term marketable securities, receivables and accounts payable are considered to be representative of their respective fair values. At June 30, 2013, two customers' net receivable balances, one each in our Energy Equipment Group and Rail Group, accounted for 13% and 11%, respectively, of the consolidated net receivables balance outstanding.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. 2013-02, "Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income," ("ASU 2013-02") which amended prior reporting requirements with respect to comprehensive income by requiring additional disclosures about the amounts reclassified out of accumulated other comprehensive loss by component. ASU 2013-02 became effective for public companies during interim and annual reporting periods beginning after December 15, 2012 with early adoption permitted. Accordingly, the Company adopted this new standard on January 1, 2013. The adoption of ASU 2013-02 did not have an impact on the Company's consolidated financial position, results of operations, or cash flows.

Reclassifications

Reclassifications

Certain prior year balances have been reclassified in the Consolidated Statements of Operations, Consolidated Balance Sheets, and Consolidated Statements of Cash Flows to conform to the 2013 presentation.

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Railcar Leasing and Management Services Group (Tables)

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Selected consolidating financial information for the Leasing Group

Selected consolidating financial information for the Leasing Group is as follows:

	June 30, 2013
	Leasing Group
	Wholly- Owned Subsidiaries			Partially-Owned Subsidiaries			Manufacturing/ Corporate			Total
	(in millions)
Cash, cash equivalents, and short-term marketable securities	$	2.1		$	—		$	445.8		$	447.9
Property, plant, and equipment, net	$	3,060.8		$	1,526.0		$	610.4		$	5,197.2
Net deferred profit on railcars sold to the Leasing Group	(376.5		)	(236.1		)	—			(612.6		)
	$	2,684.3		$	1,289.9		$	610.4		$	4,584.6
Restricted cash	$	157.9		$	69.1		$	—		$	227.0
Debt:
Recourse	$	43.7		$	—		$	451.0		$	494.7
Less: unamortized discount	—			—			(81.0		)	(81.0		)
	43.7			—			370.0			413.7
Non-recourse	1,366.1			1,104.4			—			2,470.5
Total debt	$	1,409.8		$	1,104.4		$	370.0		$	2,884.2
Net deferred tax liabilities	$	688.8		$	—		$	(81.1	)	$	607.7

	December 31, 2012
	Leasing Group
	Wholly- Owned Subsidiaries			Partially-Owned Subsidiaries			Manufacturing/ Corporate			Total
	(in millions)
Cash and cash equivalents	$	5.7		$	—		$	567.3		$	573.0
Property, plant, and equipment, net	$	2,773.1		$	1,549.3		$	539.3		$	4,861.7
Net deferred profit on railcars sold to the Leasing Group	(381.8		)	(180.9		)	—			(562.7		)
	$	2,391.3		$	1,368.4		$	539.3		$	4,299.0
Restricted cash	$	165.4		$	57.8		$	—		$	223.2
Debt:
Recourse	$	94.4		$	—		$	451.2		$	545.6
Less: unamortized discount	—			—			(87.5		)	(87.5		)
	94.4			—			363.7			458.1
Non-recourse	1,404.2			1,301.5			—			2,705.7
Less: non-recourse debt owned by Trinity	—			(108.8		)	—			(108.8		)
Total debt	$	1,498.6		$	1,192.7		$	363.7		$	3,055.0
Net deferred tax liabilities	$	671.1		$	5.4		$	(120.7	)	$	555.8

See Note 5 Partially-Owned Leasing Subsidiaries and Note 11 Debt for a further discussion regarding the Company’s investment in its partially-owned leasing subsidiaries and the related indebtedness. Certain prior year balances with respect to RIV 2013 have been reclassified as pertaining to a partially-owned subsidiary to conform to the 2013 presentation. See Note 5 Partially-Owned Leasing Subsidiaries.

Selected consolidating income statement information for the Leasing Group

	Three Months Ended June 30,								Six Months Ended June 30,
	2013			2012			Percent		2013			2012			Percent
	($ in millions)						Change		($ in millions)						Change
Revenues:
Leasing and management	$	150.7		$	132.0		14.2	%	$	285.0		$	259.4		9.9	%
Railcar sales	18.9			62.2			*		19.0			77.1			*
Total revenues	$	169.6		$	194.2		(12.7	)	$	304.0		$	336.5		(9.7	)
Operating profit:
Leasing and management	$	71.0		$	61.3				$	125.8		$	121.2
Railcar sales:
Railcars owned one year or less at the time of sale	3.5			13.5					3.5			16.4
Railcars owned more than one year at the time of sale	1.2			1.6					8.0			5.3
Total operating profit	$	75.7		$	76.4		(0.9	)	$	137.3		$	142.9		(3.9	)
Operating profit margin:
Leasing and management	47.1		%	46.4		%			44.1		%	46.7		%
Railcar sales	*			*					*			*
Total operating profit margin	44.6			39.3					45.2			42.5
Selected expense information(1):
Depreciation	$	32.0		$	30.0		6.7		$	63.0		$	59.3		6.2
Maintenance	$	18.4		$	14.4		27.8		$	37.4		$	28.8		29.9
Rent	$	13.3		$	12.8		3.9		$	26.7		$	25.5		4.7
Interest:
External	$	38.0		$	39.3				$	78.9		$	79.1
Intercompany	1.1			3.2					3.8			6.5
Total interest expense	$	39.1		$	42.5		(8.0	)	$	82.7		$	85.6		(3.4	)

 * Not meaningful

⁽¹⁾ Depreciation, maintenance, and rent expense are components of operating profit. Interest expense is not a component of operating profit and includes the effect of hedges. Intercompany interest expense arises from Trinity’s previous ownership of a portion of TRIP Holdings’ Senior Secured Notes and is eliminated in consolidation. See Note 11 Debt.

Future contractual minimum rental revenues on leases

Future contractual minimum rental revenues on leases are as follows:

	Remaining six months of 2013		2014		2015		2016		2017		Thereafter		Total
	(in millions)
Future contractual minimum rental revenue	$	217.0	$	364.4	$	304.3	$	244.5	$	183.3	$	345.0	$	1,658.5

Future operating lease obligations and future contractual minimum rental revenues related to railcars owned by the Trusts

Future operating lease obligations of the Leasing Group’s subsidiaries as well as future contractual minimum rental revenues related to these leases due to the Leasing Group are as follows:

	Remaining six months of 2013		2014		2015		2016		2017		Thereafter		Total
	(in millions)
Future operating lease obligations of Trusts’ railcars	$	22.6	$	44.7	$	43.0	$	40.1	$	41.9	$	298.9	$	491.2
Future contractual minimum rental revenues of Trusts’ railcars	$	31.7	$	52.3	$	41.9	$	31.9	$	22.6	$	43.3	$	223.7

Future operating lease obligations and future contractual minimum rental revenues related to operating leases other than leases with the Trusts

Future amounts due as well as future contractual minimum rental revenues related to operating leases other than leases discussed above are as follows:

	Remaining six months of 2013		2014		2015		2016		2017		Thereafter		Total
	(in millions)
Future operating lease obligations	$	6.5	$	12.8	$	12.8	$	12.7	$	12.1	$	50.3	$	107.2
Future contractual minimum rental revenues	$	8.3	$	16.0	$	12.4	$	11.4	$	8.9	$	14.5	$	71.5

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Income Taxes (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Income Tax Contingency [Line Items]
Additions for tax positions related to the current year			$ 2.3	$ 2.0
Additions for tax positions of prior years			0.9	0
Reductions for tax positions of prior years			0	1.1
Unrecognized tax benefits including interest and penalties that would affect the Company's effective tax rate if recognized	13.1	17.5	13.1	17.5
Total accrued interest and penalties	10.7	10.3	10.7	10.3
Increase (decrease) in income tax expense related to interest and penalties on unrecognized tax benefits	0.2	0.1	0.4	(0.8)
Lapse in Statute of Limitations
Income Tax Contingency [Line Items]
Reasonably possible change to unrecognized tax benefits within twelve months	$ 1.2		$ 1.2
Swiss subsidiary
Income Tax Contingency [Line Items]
Number of subsidiaries			2
General period of statute of limitations in Switzerland			5 years
Extended period of statute of limitations in Switzerland			15 years

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Debt (Tables)

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Components of debt

The following table summarizes the components of debt as of June 30, 2013 and December 31, 2012:

	June 30, 2013			December 31, 2012
	(in millions)
Manufacturing/Corporate – Recourse:
Revolving credit facility	$	—		$	—
Convertible subordinated notes	450.0			450.0
Less: unamortized discount	(81.0		)	(87.5		)
	369.0			362.5
Other	1.0			1.2
	370.0			363.7
Leasing – Recourse:
Capital lease obligations	43.7			45.8
Term loan	—			48.6
	43.7			94.4
Total recourse debt	413.7			458.1
Leasing – Non-recourse:
Wholly-owned subsidiaries:
2006 secured railcar equipment notes	248.5			255.8
Promissory notes	411.8			424.1
2009 secured railcar equipment notes	204.2			209.2
2010 secured railcar equipment notes	334.2			341.5
TILC warehouse facility	167.4			173.6
	1,366.1			1,404.2
Partially-owned subsidiaries:
2012 secured railcar equipment notes - RIV 2013	327.0			333.8
TRIP Master Funding secured railcar equipment notes	777.4			797.7
TRIP Holdings senior secured notes:
Total outstanding	—			170.0
Less: owned by Trinity	—			(108.8		)
	—			61.2
	1,104.4			1,192.7
Total non–recourse debt	2,470.5			2,596.9
Total debt	$	2,884.2		$	3,055.0

Total interest expense recognized on the Convertible Subordinated Notes

Total interest expense recognized on the Convertible Subordinated Notes for the three and six months endedJune 30, 2013 and 2012 is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(in millions)
Coupon rate interest	$	4.3	$	4.3	$	8.7	$	8.7
Amortized debt discount	3.2		3.0		6.5		6.0
	$	7.5	$	7.3	$	15.2	$	14.7

Remaining principal payments under existing debt agreements

The remaining principal payments under existing debt agreements as of June 30, 2013 are as follows:

	Remaining six months of 2013		2014		2015		2016		2017		Thereafter
	(in millions)
Recourse:
Manufacturing/Corporate	$	0.2	$	0.2	$	0.2	$	0.2	$	0.2	$	450.0
Leasing – capital lease obligations (Note 6)	1.5		3.1		3.3		3.5		3.7		28.6
Non-recourse – leasing (Note 6):
2006 secured railcar equipment notes	7.9		16.9		18.6		21.9		24.1		159.1
Promissory notes	14.5		25.4		22.7		349.2		—		—
2009 secured railcar equipment notes	5.2		9.9		9.6		6.5		6.3		166.7
2010 secured railcar equipment notes	7.3		14.0		15.3		15.0		13.7		268.9
TILC warehouse facility - facility termination payments	—		—		55.8		111.6		—		—
2012 secured railcar equipment notes - RIV 2013	8.4		16.6		15.7		15.9		13.8		256.6
TRIP Master Funding secured railcar equipment notes	20.6		40.1		35.7		29.3		20.4		631.3
Total principal payments	$	65.6	$	126.2	$	176.9	$	553.1	$	82.2	$	1,961.2

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Income Taxes (Details 1) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Change in unrecognized tax benefits
Beginning balance	$ 48.7	$ 52.5
Additions for tax positions related to the current year	2.3	2.0
Additions for tax positions of prior years	0.9	0
Reductions for tax positions of prior years	0	(1.1)
Settlements	0	(3.3)
Expiration of statute of limitations	(0.1)	(0.1)
Ending balance	$ 51.8	$ 50.0

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Railcar Leasing and Management Services Group (Details 4) (Leasing Group, USD $) In Millions, unless otherwise specified	Jun. 30, 2013
Future contractual minimum rental revenues on leases
Remaining six months of 2013	$ 217.0
2014	364.4
2015	304.3
2016	244.5
2017	183.3
Thereafter	345.0
Total	1,658.5
Operating leases other than leases with the Trusts
Future contractual minimum rental obligations on leases
Remaining six months of 2013	6.5
2014	12.8
2015	12.8
2016	12.7
2017	12.1
Thereafter	50.3
Total	107.2
Future contractual minimum rental revenues on leases
Remaining six months of 2013	8.3
2014	16.0
2015	12.4
2016	11.4
2017	8.9
Thereafter	14.5
Total	$ 71.5

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Partially-Owned Leasing Subsidiaries (Details Textual) (USD $) In Millions, unless otherwise specified	6 Months Ended					1 Months Ended			1 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013 Leasing Group Partially-owned subsidiaries subsidiaries	Mar. 31, 2013 Leasing Group Partially-owned subsidiaries	Jun. 30, 2013 Leasing Group TRIP Leasing	Jul. 31, 2013 Leasing Group RIV 2013	May 31, 2013 Leasing Group RIV 2013	Jun. 30, 2013 Leasing Group RIV 2013	May 31, 2013 Leasing Group TRIP Holdings	Mar. 31, 2013 Leasing Group TRIP Holdings	Jun. 30, 2013 Leasing Group TRIP Holdings
Schedule of Investments [Line Items]
Number of subsidiaries			2
Number of board members			7
Number of TILC designated board members			2
Number of railcars owned					0
Date through which equity funding is committed								May 2016
Remaining equity commitment outstanding								$ 49.3
Remaining equity commitment outstanding from third parties								107.7
Date through which equity is committed, extended date								May 2019
Trinity guarantees of subsidiary-related activities				0
Purchase price of additional interest in subsidiary									52.3	31.7
Reduction in carrying value of noncontrolling interest from purchase of additional interest in subsidiary										32.3
Proceeds from sale of interests in partially-owned leasing subsidiaries	294.9	0				51.0	94.6		200.3
Carrying value of investment in partially-owned subsidiary								21.8			161.8
Ownership percentage in partially-owned subsidiary								31.00%			45.00%
Equity contribution from TILC to RIV 2013						$ 23.4

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Acquisitions and Divestitures (Details 1) (USD $) In Millions, unless otherwise specified	3 Months Ended			6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012	Jun. 30, 2013		Jun. 30, 2012	Dec. 31, 2012
Disposal Group, Including Discontinued Operation, Unclassified Balance Sheet Disclosures [Abstract]
Total assets of Ready-Mix Concrete Operations	$ 0	[1]		$ 0	[1]		$ 27.9
Total liabilities of Ready-Mix Concrete Operations	0	[1]		0	[1]		3.7
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract]
Net income (loss) from discontinued operations	(1.1)		1.4	(1.5)		1.3
Ready-Mix Concrete Operations
Disposal Group, Including Discontinued Operation, Unclassified Balance Sheet Disclosures [Abstract]
Inventories	0			0			4.5
Property, plant, and equipment, net	0			0			16.9
Goodwill	0			0			6.3
Other	0			0			0.2
Total assets of Ready-Mix Concrete Operations	0			0			27.9
Debt	0			0			3.7
Total liabilities of Ready-Mix Concrete Operations	0			0			3.7
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract]
Revenues	0		32.8	31.6		61.9
Income (loss) from discontinued operations before income taxes	(1.6)		2.3	(2.3)		2.1
Income tax expense (benefit)	(0.5)		0.9	(0.8)		0.8
Net income (loss) from discontinued operations	$ (1.1)		$ 1.4	$ (1.5)		$ 1.3

[1] (unaudited)

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Consolidated Statements of Operations (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Provision for income taxes related to gain on sale of discontinued operations	$ 0	$ 0	$ 5.4	$ 0
Provision (benefit) for income taxes related to income (loss) from discontinued operations	$ (0.5)	$ 0.9	$ (0.8)	$ 0.8

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Partially-Owned Leasing Subsidiaries

6 Months Ended

Jun. 30, 2013

Partially-Owned Leasing Subsidiaries [Abstract]

Partially-Owned Leasing Subsidiaries

Partially-Owned Leasing Subsidiaries

The Company, through its wholly-owned subsidiary, TILC, formed two subsidiaries, TRIP Holdings and RIV 2013, for the purpose of providing railcar leasing in North America. Each of TRIP Holdings and RIV 2013 are direct, partially-owned subsidiaries of TILC and are each governed by a seven member board of representatives, two of which are designated by TILC. TILC is the agent of each of TRIP Holdings and RIV 2013 and as such, has been delegated the authority, power and discretion to take certain actions on behalf of the respective companies. Each of TRIP Holdings and RIV 2013 in turn has wholly-owned subsidiaries, which are the owners of railcars. These wholly-owned subsidiaries are TRIP Master Funding (wholly-owned by TRIP Holdings) and Trinity Rail Leasing 2012 LLC ("TRL 2012", wholly-owned by RIV 2013). TILC is the servicer for TRIP Master Funding and TRL 2012, with the authority to manage and service the railcars owned by them. The Company's controlling interest in each of TRIP Holdings and RIV 2013 results from its combined role as both equity member and agent/servicer. The Company's noncontrolling interest included in the accompanying Consolidated Balance Sheets represents the non-Trinity equity interest in these partially-owned subsidiaries. The railcars owned by TRIP Master Funding were originally acquired from the Company's Rail and Leasing Groups by TRIP Rail Leasing LLC ("TRIP Leasing"), a wholly-owned subsidiary of TRIP Holdings. TRIP Master Funding acquired the railcars from TRIP Leasing in July 2011. TRIP Leasing currently owns no railcars and is not expected to acquire any railcars.

TRIP Holdings and RIV 2013, through TRIP Leasing and TRL 2012, respectively, acquired railcars from the Company's Rail and Leasing Groups funded by capital contributions from TILC and, in the case of TRIP Holdings, third-party equity investors, and from secured borrowings. Railcars purchased from the Company by TRL 2012 are required to be purchased at fair value as determined by TILC and approved by TRL 2012's board of representatives. TRIP Holdings and TRIP Master Funding are not expected to acquire additional railcars, other than as replacement for railcars subject to permitted sale or casualty. The assets of each of TRIP Holdings, TRIP Master Funding, RIV 2013, and TRL 2012 may only be used to satisfy the particular subsidiary's liabilities, and the creditors of each of TRIP Holdings, TRIP Master Funding, RIV 2013, and TRL 2012 have recourse only to the particular subsidiary's assets. Each of TILC and the third party equity investors receive distributions from TRIP Holdings and RIV 2013 as equity investors, when allowed, in proportion to its respective equity interests, and has an interest in the net assets of the partially-owned subsidiaries upon a liquidation event in the same proportion. TILC is paid fees for the services it provides to TRIP Master Funding and TRL 2012 and has the potential to earn certain incentive fees. With respect to RIV 2013, TILC has a commitment that expires May 2016 to provide additional equity funding for the purchase of railcars and satisfaction of certain other liabilities of RIV 2013 of up to $49.3 million as of June 30, 2013. The third party equity investors in RIV 2013 have a similar commitment that expires May 2016 to provide up to $107.7 million of additional equity funding. TILC and the third party equity investors may have additional commitments to provide equity funding to RIV 2013 that expire in May 2019 contingent upon certain returns on investment in RIV 2013 and other conditions being met. With respect to both partially-owned subsidiaries, Trinity has no obligation to guarantee performance under any of the partially-owned subsidiaries' (or their respective subsidiaries') debt agreements, guarantee any railcar residual values, shield any parties from losses, or guarantee minimum yields.

TRIP Holdings.In March 2013, the Company purchased an additional interest in TRIP Holdings from another equity investor for $31.7 million resulting in a reduction in the carrying amount of noncontrolling interest by $32.3 million. As a result, certain previous put/call agreements with the equity investor regarding their equity interest were terminated. In May 2013, the Company sold an interest in TRIP Holdings to certain third-party investors for a net amount of $200.3 million. Proceeds from the sale along with an additional equity contribution by TILC, were primarily used to retire the TRIP Holdings senior secured notes in their entirety. Additionally, the remaining interests of certain other equity investors were repurchased by TRIP Holdings for $52.3 million. At June 30, 2013, the Company's carrying value of its investment in TRIP Holdings, eliminated in consolidation, was $161.8 million representing the Company's 45% ownership interest.

RIV 2013.In May 2013, the Company formed RIV 2013, contributing its investment in TRL 2012 which had been formed as a wholly-owned railcar leasing subsidiary of TILC in December 2012. In May 2013, the Company sold an interest in RIV 2013 to certain third-party investors for a net amount of $94.6 million. At June 30, 2013, the Company's carrying value of its investment in RIV 2013, eliminated in consolidation, was $21.8 million representing the Company's 31% interest. On July 31, 2013, TILC and the noncontrolling interests of RIV 2013 contributed $23.4 million and $51.0 million, respectively, to RIV 2013 in proportion to their respective equity interests. These contributions combined with additional secured borrowings were used to purchase additional railcar equipment from the Company and TILC.

See Note 11 Debt regarding the debt of TRIP Holdings and RIV 2013 and their respective subsidiaries.

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Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Unrealized gains arising during the period, tax expense (benefit)	$ (0.1)	$ 0	$ 0.4	$ 1.1
Reclassification adjustments for losses included in net income, tax benefit	2.0	0.9	4.8	1.9
Currency translation adjustment - reclassification adjustment for losses included in net income, tax benefit	0	0.4	0	0.4
Amortization of net actuarial losses, tax benefit	$ 0.5	$ 0.4	$ 1.0	$ 0.7

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Derivative Instruments (Details 1) (Designated as hedging instrument, USD $) In Millions, unless otherwise specified	3 Months Ended			6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012	Jun. 30, 2013		Jun. 30, 2012
Expired hedges | 2006 secured railcar equipment notes
Interest rate hedges effect on interest expense - increase/(decrease)
Effect on interest expense - increase/(decrease)	$ (0.1)		$ (0.1)	$ (0.2)		$ (0.2)
Expected effect during next twelve months	(0.3)	[1]		(0.3)	[1]
Expired hedges | Promissory notes
Interest rate hedges effect on interest expense - increase/(decrease)
Effect on interest expense - increase/(decrease)	0.8		0.8	1.6		1.7
Expected effect during next twelve months	3.0	[1]		3.0	[1]
Expired hedges | TRIP Holdings warehouse loan
Interest rate hedges effect on interest expense - increase/(decrease)
Effect on interest expense - increase/(decrease)	1.5		1.5	3.5		3.0
Expected effect during next twelve months	5.2	[1]		5.2	[1]
Open hedges | Promissory notes
Interest rate hedges effect on interest expense - increase/(decrease)
Effect on interest expense - increase/(decrease)	4.1		4.2	8.0		8.4
Expected effect during next twelve months	16.1	[1]		16.1	[1]
Open hedges | TRIP Master Funding secured railcar equipment notes
Interest rate hedges effect on interest expense - increase/(decrease)
Effect on interest expense - increase/(decrease)	0.4		0.5	0.9		1.0
Expected effect during next twelve months	$ 1.6	[1]		$ 1.6	[1]

[1] Based on the fair value of open hedges as of June 30, 2013

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Consolidated Statements of Operations (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Revenues:
Total revenues	$ 1,066.1	$ 995.5	$ 1,999.0	$ 1,891.7
Cost of revenues:
Total cost of revenues	812.2	792.3	1,523.3	1,522.5
Selling, engineering, and administrative expenses:
Total selling, engineering, and administrative expenses	71.5	53.0	140.5	103.7
Gains (losses) on disposition of property, plant, and equipment:
Net gains on railcar lease fleet sales	1.2	1.6	8.0	5.3
Other	(0.2)	0.7	(0.3)	4.4
Total gains (losses) on disposition of property, plant, and equipment	1.0	2.3	7.7	9.7
Total operating profit	183.4	152.5	342.9	275.2
Other (income) expense:
Interest income	(0.4)	(0.4)	(0.8)	(0.8)
Interest expense	46.5	47.9	95.7	95.8
Other, net	0.9	(0.1)	(1.8)	(3.0)
Other (income) expense, total	47.0	47.4	93.1	92.0
Income from continuing operations before income taxes	136.4	105.1	249.8	183.2
Provision for income taxes	47.2	39.0	88.4	64.7
Net income from continuing operations	89.2	66.1	161.4	118.5
Discontinued operations:
Gain on sale of discontinued operations, net of provision for income taxes of $-, $-, $5.4 and $-	0.1	0	7.1	0
Income (loss) from discontinued operations, net of provision (benefit) for income taxes of $(0.5), $0.9, $(0.8) and $0.8	(1.1)	1.4	(1.5)	1.3
Net income	88.2	67.5	167.0	119.8
Net income (loss) attributable to noncontrolling interest	4.2	(0.3)	3.9	(0.9)
Net income attributable to Trinity Industries, Inc.	84.0	67.8	163.1	120.7
Net income attributable to Trinity Industries, Inc. per common share:
Basic, Continuing operations (in dollars per share)	$ 1.07	$ 0.82	$ 1.98	$ 1.49
Basic, Discontinued operations (in dollars per share)	$ (0.01)	$ 0.02	$ 0.07	$ 0.01
Basic (in dollars per share)	$ 1.06	$ 0.84	$ 2.05	$ 1.50
Diluted, Continuing operations (in dollars per share)	$ 1.07	$ 0.82	$ 1.98	$ 1.49
Diluted, Discontinued operations (in dollars per share)	$ (0.01)	$ 0.02	$ 0.07	$ 0.01
Diluted (in dollars per share)	$ 1.06	$ 0.84	$ 2.05	$ 1.50
Weighted average number of shares outstanding:
Basic (in shares)	77.0	77.7	77.0	77.7
Diluted (in shares)	77.1	77.9	77.1	77.9
Dividends declared per common share (in dollars per share)	$ 0.13	$ 0.11	$ 0.24	$ 0.20
Manufacturing
Revenues:
Total revenues	896.5	803.2	1,695.0	1,557.3
Cost of revenues:
Total cost of revenues	726.0	680.2	1,367.2	1,337.0
Selling, engineering, and administrative expenses:
Total selling, engineering, and administrative expenses	47.1	36.1	89.8	69.4
Leasing
Revenues:
Total revenues	169.6	192.3	304.0	334.4
Cost of revenues:
Total cost of revenues	86.2	112.1	156.1	185.5
Selling, engineering, and administrative expenses:
Total selling, engineering, and administrative expenses	8.9	7.3	18.6	13.4
Other
Selling, engineering, and administrative expenses:
Total selling, engineering, and administrative expenses	$ 15.5	$ 9.6	$ 32.1	$ 20.9

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Railcar Leasing and Management Services Group (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012
Consolidating Financial Information
Cash, cash equivalents, and short-term marketable securities	$ 447.9		$ 573.0
Property, plant, and equipment, net	5,197.2		4,861.7
Net deferred profit on railcars sold to the Leasing Group	(612.6)		(562.7)
Property, plant, and equipment, net	4,584.6	[1]	4,299.0
Restricted cash	227.0	[1]	223.2
Debt:
Less: unamortized discount	(81.0)	[1]	(87.5)
Total debt	2,884.2	[1]	3,055.0
Net deferred tax liabilities	607.7		555.8
Recourse
Debt:
Recourse	494.7		545.6
Less: unamortized discount	(81.0)		(87.5)
Total debt	413.7		458.1
Non-recourse
Debt:
Non-recourse	2,470.5		2,705.7
Less: non-recourse debt owned by Trinity			(108.8)
Partially-owned subsidiaries
Consolidating Financial Information
Restricted cash	69.1	[1]	57.8
Leasing Group | Wholly-owned subsidiaries
Consolidating Financial Information
Cash, cash equivalents, and short-term marketable securities	2.1		5.7
Property, plant, and equipment, net	3,060.8		2,773.1
Net deferred profit on railcars sold to the Leasing Group	(376.5)		(381.8)
Property, plant, and equipment, net	2,684.3		2,391.3
Restricted cash	157.9		165.4
Debt:
Total debt	1,409.8		1,498.6
Net deferred tax liabilities	688.8		671.1
Leasing Group | Wholly-owned subsidiaries | Recourse
Debt:
Recourse	43.7		94.4
Less: unamortized discount	0		0
Total debt	43.7		94.4
Leasing Group | Wholly-owned subsidiaries | Non-recourse
Debt:
Non-recourse	1,366.1		1,404.2
Less: non-recourse debt owned by Trinity			0
Leasing Group | Partially-owned subsidiaries
Consolidating Financial Information
Cash, cash equivalents, and short-term marketable securities	0		0
Property, plant, and equipment, net	1,526.0		1,549.3
Net deferred profit on railcars sold to the Leasing Group	(236.1)		(180.9)
Property, plant, and equipment, net	1,289.9		1,368.4
Restricted cash	69.1		57.8
Debt:
Total debt	1,104.4		1,192.7
Net deferred tax liabilities	0		5.4
Leasing Group | Partially-owned subsidiaries | Recourse
Debt:
Recourse	0		0
Less: unamortized discount	0		0
Total debt	0		0
Leasing Group | Partially-owned subsidiaries | Non-recourse
Debt:
Non-recourse	1,104.4		1,301.5
Less: non-recourse debt owned by Trinity			(108.8)
Manufacturing/Corporate
Consolidating Financial Information
Cash, cash equivalents, and short-term marketable securities	445.8		567.3
Property, plant, and equipment, net	610.4		539.3
Net deferred profit on railcars sold to the Leasing Group	0		0
Property, plant, and equipment, net	610.4		539.3
Restricted cash	0		0
Debt:
Total debt	370.0		363.7
Net deferred tax liabilities	(81.1)		(120.7)
Manufacturing/Corporate | Recourse
Debt:
Recourse	451.0		451.2
Less: unamortized discount	(81.0)		(87.5)
Total debt	370.0		363.7
Manufacturing/Corporate | Non-recourse
Debt:
Non-recourse	0		0
Less: non-recourse debt owned by Trinity			0
Carrying Value
Debt:
Total debt	2,884.2		3,055.0
Carrying Value | Recourse
Debt:
Total debt	413.7		458.1
Carrying Value | Leasing Group | Recourse
Debt:
Total debt	43.7		94.4
Carrying Value | Leasing Group | Non-recourse
Debt:
Total debt	2,470.5		2,596.9
Carrying Value | Leasing Group | Wholly-owned subsidiaries | Non-recourse
Debt:
Total debt	1,366.1		1,404.2
Carrying Value | Leasing Group | Partially-owned subsidiaries | Non-recourse
Debt:
Total debt	1,104.4		1,192.7
Carrying Value | Manufacturing/Corporate | Recourse
Debt:
Less: unamortized discount	(81.0)		(87.5)
Total debt	$ 370.0		$ 363.7

[1] (unaudited)

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Stock-Based Compensation (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-based compensation expense	$ 9.9	$ 5.6	$ 18.9	$ 12.5

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Acquisitions and Divestitures (Tables)

6 Months Ended

Jun. 30, 2013

Business Combinations [Abstract]

Acquisition and divestiture activity

The Company's acquisition and divestiture activity is summarized below:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(in millions)
Acquisition:
Purchase price	$	29.6	$	2.0	$	83.4	$	2.0
Net cash paid	$	28.1	$	—	$	37.2	$	—
Goodwill recorded	$	7.0	$	0.8	$	9.5	$	0.8
Divestiture:
Proceeds	$	—	$	2.1	$	35.6	$	2.1
Gain recognized	$	0.1	$	1.5	$	12.5	$	1.5
Goodwill charged off	$	—	$	0.1	$	4.8	$	0.1

Assets and liabilities classified as held for sale and discontinued operations and condensed results of operations for the ready-mix concrete operations

Further, assets and liabilities related to the discontinued operations have been classified as Assets/Liabilities Held for Sale and Discontinued Operations in the accompanying consolidated balance sheets as follows:

	June 30, 2013		December 31, 2012
	(in millions)
Assets of Ready-Mix Concrete Operations:
Inventories	$	—	$	4.5
Property, plant, and equipment, net	—		16.9
Goodwill	—		6.3
Other	—		0.2
	$	—	$	27.9
Liabilities of Ready-Mix Concrete Operations:
Debt	$	—	$	3.7
	$	—	$	3.7

Condensed results of operations for the ready-mix concrete operations for the three and six months endedJune 30, 2013 and 2012 are as follows:

	Three Months Ended June 30,					Six Months Ended June 30,
	2013			2012		2013			2012
	(in millions)
Revenues	$	—		$	32.8	$	31.6		$	61.9
Income (loss) from discontinued operations before income taxes	$	(1.6	)	$	2.3	$	(2.3	)	$	2.1
Income tax expense (benefit)	(0.5		)	0.9		(0.8		)	0.8
Net income (loss) from discontinued operations	$	(1.1	)	$	1.4	$	(1.5	)	$	1.3

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Employee Retirement Plans

6 Months Ended

Jun. 30, 2013

Compensation and Retirement Disclosure [Abstract]

Employee Retirement Plans

Employee Retirement Plans

The following table summarizes the components of net retirement cost for the Company:

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(in millions)
Expense Components
Service cost	$	0.2		$	0.2		$	0.5		$	0.4
Interest	4.6			4.9			9.3			9.7
Expected return on plan assets	(6.7		)	(5.8		)	(13.3		)	(11.4		)
Amortization of actuarial loss	1.3			0.9			2.5			1.8
Defined benefit expense	(0.6		)	0.2			(1.0		)	0.5
Profit sharing	3.3			3.2			6.4			5.8
Net expense	$	2.7		$	3.4		$	5.4		$	6.3

Trinity contributed $4.5 million and $8.1 million to the Company's defined benefit plans for the three and six months endedJune 30, 2013, respectively. Trinity contributed $4.1 million and $10.2 million to the Company's defined benefit pension plans for the three and six months endedJune 30, 2012, respectively. Total contributions to the Company's defined benefit pension plans in 2013 are expected to be approximately $18.9 million.

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Acquisitions and Divestitures (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Acquisition:
Purchase price	$ 29.6		$ 83.4
Net cash paid	28.1		37.2
Goodwill recorded	7.0		9.5
Energy Equipment Group
Acquisition:
Purchase price	27.9
Net cash paid	27.9
Goodwill recorded	3.0
Construction Products Group
Acquisition:
Purchase price		2.0		2.0
Net cash paid		0		0
Goodwill recorded		0.8		0.8
Divestiture:
Proceeds	0	2.1	35.6	2.1
Gain recognized	0.1	1.5	12.5	1.5
Goodwill charged off	$ 0	$ 0.1	$ 4.8	$ 0.1

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Contingencies (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012 Railcar
Contingencies (Textual) [Abstract]
Number of tank cars voluntarily recertified by Company		948
Inspection cycle for tank cars in service minimum	3 years
Inspection cycle for tank cars in service maximum	5 years
Minimum possible loss	$ 6.0
Maximum possible loss	31.4
Total accruals	18.9
Highway Products litigation
Contingencies (Textual) [Abstract]
Total accruals	0
Environmental and workplace matters
Contingencies (Textual) [Abstract]
Total accruals	$ 9.2

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Railcar Leasing and Management Services Group (Details 3) (Leasing Group, USD $) In Millions, unless otherwise specified	Jun. 30, 2013
Future contractual minimum rental revenues on leases
Remaining six months of 2013	$ 217.0
2014	364.4
2015	304.3
2016	244.5
2017	183.3
Thereafter	345.0
Total	1,658.5
Operating leases with the Trusts
Future contractual minimum rental obligations on leases
Remaining six months of 2013	22.6
2014	44.7
2015	43.0
2016	40.1
2017	41.9
Thereafter	298.9
Total	491.2
Future contractual minimum rental revenues on leases
Remaining six months of 2013	31.7
2014	52.3
2015	41.9
2016	31.9
2017	22.6
Thereafter	43.3
Total	$ 223.7

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Debt (Details 1) (Recourse, Convertible Subordinated Notes, USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Recourse | Convertible Subordinated Notes
Total interest expense recognized on the Convertible Subordinated Notes
Coupon rate interest	$ 4.3	$ 4.3	$ 8.7	$ 8.7
Amortized debt discount	3.2	3.0	6.5	6.0
Total interest expense recognized on the Convertible Subordinated Notes	$ 7.5	$ 7.3	$ 15.2	$ 14.7

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Income Taxes (Tables)

6 Months Ended

Jun. 30, 2013

Income Tax Disclosure [Abstract]

Reconciliation between the statutory United States Federal income tax rate and the Company's effective income tax rate

The following is a reconciliation between the statutory U.S. Federal income tax rate and the Company’s effective income tax rate on income from continuing operations:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Statutory rate	35.0	%	35.0	%	35.0	%	35.0	%
State taxes	2.1		2.0		2.1		2.0
Domestic production activities deduction	(1.5	)	—		(1.0	)	—
Noncontrolling interests income	(1.6	)	—		(0.8	)	—
Tax assessments and settlements	1.2		—		0.6		(1.2	)
Other, net	(0.6	)	0.1		(0.5	)	(0.5	)
Effective rate	34.6	%	37.1	%	35.4	%	35.3	%

Change in unrecognized tax benefits

The change in unrecognized tax benefits for the six months endedJune 30, 2013 and 2012 was as follows:

	Six Months Ended June 30,
	2013			2012
	(in millions)
Beginning balance	$	48.7		$	52.5
Additions for tax positions related to the current year	2.3			2.0
Additions for tax positions of prior years	0.9			—
Reductions for tax positions of prior years	—			(1.1		)
Settlements	—			(3.3		)
Expiration of statute of limitations	(0.1		)	(0.1		)
Ending balance	$	51.8		$	50.0

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Goodwill (Tables)

6 Months Ended

Jun. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill by segment

Goodwill by segment is as follows:

	June 30, 2013		December 31, 2012
			(as reported)
	(in millions)
Rail Group	$	122.5	$	122.5
Construction Products Group	112.6		105.2
Energy Equipment Group	13.9		10.9
Railcar Leasing and Management Services Group	1.8		1.8
	$	250.8	$	240.4

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Warranties (Tables)

6 Months Ended

Jun. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Changes in the accruals for warranties

The changes in the accruals for warranties for the three and six months endedJune 30, 2013 and 2012 are as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(in millions)
Beginning balance	$	12.6		$	14.5		$	12.5		$	13.5
Warranty costs incurred	(1.5		)	(1.5		)	(3.0		)	(3.9		)
Warranty originations and revisions	3.4			1.4			6.0			5.2
Warranty expirations	(1.0		)	(0.6		)	(2.0		)	(1.0		)
Ending balance	$	13.5		$	13.8		$	13.5		$	13.8

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Segment Information

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Segment Information

Segment Information

The Company reports operating results in five principal business segments: (1) the Rail Group, which manufactures and sells railcars and related parts and components; (2) the Construction Products Group, which manufactures and sells highway products and other steel products for infrastructure-related projects, and produces aggregates; (3) the Inland Barge Group, which manufactures and sells barges and related products for inland waterway services; (4) the Energy Equipment Group, which manufactures and sells products for energy-related businesses, including structural wind towers, containers, and tank heads for pressure and non-pressure vessels, and utility, traffic, and lighting structures; and (5) the Railcar Leasing and Management Services Group (“Leasing Group”), which owns and operates a fleet of railcars as well as provides third-party fleet management, maintenance, and leasing services. The segment All Other includes our captive insurance and transportation companies; legal, environmental, and maintenance costs associated with non-operating facilities; other peripheral businesses; and the change in market valuation related to ineffective commodity hedges. Gains and losses from the sale of property, plant, and equipment that are related to manufacturing and dedicated to the specific manufacturing operations of a particular segment are included in operating profit of that respective segment. Gains and losses from the sale of property, plant, and equipment that can be utilized by multiple segments are included in operating profit of the All Other segment.

As discussed in Note 2, Acquisitions and Divestitures, the Company sold its remaining ready-mix concrete operations that have historically been a component of the Construction Products Group. The divestiture of our ready-mix concrete operations has been accounted for and reported as a discontinued operation and, accordingly, historical segment information previously reported has been adjusted to exclude the discontinued operations from the Construction Products Group.

Sales and related net profits from the Rail Group to the Leasing Group are recorded in the Rail Group and eliminated in consolidation. Sales between these groups are recorded at prices comparable to those charged to external customers, taking into consideration quantity, features, and production demand. Intersegment sales and net profit ("deferred profit") are eliminated in consolidation and reflected in the "Eliminations – Lease subsidiary" line in the table below. Amortization of this deferred profit on railcars sold to the Leasing Group is included in the operating profits of the Leasing Group resulting in the recognition of depreciation expense based on the Company's original manufacturing cost of the railcars. Sales of railcars from the lease fleet are included in the Leasing Group, with related gains and losses computed based on the net book value of the original manufacturing cost of the railcars.

The financial information from continuing operations for these segments is shown in the tables below. We operate principally in North America.

Three Months EndedJune 30, 2013

	Revenues								Operating Profit (Loss)
	External		Intersegment			Total
	(in millions)
Rail Group	$	474.1	$	193.9		$	668.0		$	107.9
Construction Products Group	149.3		5.2			154.5			19.0
Inland Barge Group	150.0		—			150.0			20.9
Energy Equipment Group	121.4		31.1			152.5			14.3
Railcar Leasing and Management Services Group	169.6		—			169.6			75.7
All Other	1.7		20.0			21.7			(3.8		)
Corporate	—		—			—			(15.5		)
Eliminations – Lease subsidiary	—		(189.5		)	(189.5		)	(34.7		)
Eliminations – Other	—		(60.7		)	(60.7		)	(0.4		)
Consolidated Total	$	1,066.1	$	—		$	1,066.1		$	183.4

Three Months EndedJune 30, 2012

	Revenues								Operating Profit (Loss)
	External		Intersegment			Total
	(in millions)
Rail Group	$	380.2	$	136.7		$	516.9		$	53.0
Construction Products Group	118.7		5.2			123.9			12.8
Inland Barge Group	173.9		—			173.9			36.6
Energy Equipment Group	126.6		4.1			130.7			4.0
Railcar Leasing and Management Services Group	192.3		1.9			194.2			76.4
All Other	3.8		17.0			20.8			(6.3		)
Corporate	—		—			—			(9.6		)
Eliminations – Lease subsidiary	—		(132.3		)	(132.3		)	(12.2		)
Eliminations – Other	—		(32.6		)	(32.6		)	(2.2		)
Consolidated Total	$	995.5	$	—		$	995.5		$	152.5

Six Months EndedJune 30, 2013

	Revenues								Operating Profit (Loss)
	External		Intersegment			Total
	(in millions)
Rail Group	$	897.7	$	395.8		$	1,293.5		$	210.8
Construction Products Group	247.3		11.0			258.3			26.7
Inland Barge Group	297.4		—			297.4			45.2
Energy Equipment Group	249.9		57.3			307.2			29.2
Railcar Leasing and Management Services Group	304.0		—			304.0			137.3
All Other	2.7		38.3			41.0			(6.4		)
Corporate	—		—			—			(32.1		)
Eliminations – Lease subsidiary	—		(387.5		)	(387.5		)	(67.1		)
Eliminations – Other	—		(114.9		)	(114.9		)	(0.7		)
Consolidated Total	$	1,999.0	$	—		$	1,999.0		$	342.9

Six Months EndedJune 30, 2012

	Revenues								Operating Profit (Loss)
	External		Intersegment			Total
	(in millions)
Rail Group	$	721.4	$	262.6		$	984.0		$	93.1
Construction Products Group	239.2		10.6			249.8			23.9
Inland Barge Group	343.3		—			343.3			66.6
Energy Equipment Group	246.7		9.0			255.7			0.2
Railcar Leasing and Management Services Group	334.4		2.1			336.5			142.9
All Other	6.7		29.8			36.5			(5.1		)
Corporate	—		—			—			(21.2		)
Eliminations – Lease subsidiary	—		(254.9		)	(254.9		)	(23.1		)
Eliminations – Other	—		(59.2		)	(59.2		)	(2.1		)
Consolidated Total	$	1,891.7	$	—		$	1,891.7		$	275.2

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Goodwill (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012
Goodwill by Segment
Goodwill	$ 250.8	[1]	$ 240.4	[2]
Rail Group
Goodwill by Segment
Goodwill	122.5		122.5	[2]
Construction Products Group
Goodwill by Segment
Goodwill	112.6		105.2	[2]
Energy Equipment Group
Goodwill by Segment
Goodwill	13.9		10.9	[2]
Railcar Leasing and Management Services Group
Goodwill by Segment
Goodwill	$ 1.8		$ 1.8	[2]

[1] (unaudited)

[2] (as reported)

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Fair Value Accounting (Tables)

6 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

Assets and liabilities measured at fair value on recurring basis

Assets and liabilities measured at fair value on a recurring basis are summarized below:

	Fair Value Measurement as of June 30, 2013
	(in millions)
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	137.0	$	—	$	—	$	137.0
Restricted cash	227.0		—		—		227.0
Total assets	$	364.0	$	—	$	—	$	364.0
Liabilities:
Interest rate hedges:(1)
Wholly-owned subsidiary	$	—	$	28.9	$	—	$	28.9
Partially-owned subsidiary	—		2.8		—		2.8
Total liabilities	$	—	$	31.7	$	—	$	31.7
	Fair Value Measurement as of December 31, 2012
	(in millions)
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	246.6	$	155.0	$	—	$	401.6
Restricted cash	223.2		—		—		223.2
Equity call agreement with TRIP Holdings equity investor(2)	—		—		0.8		0.8
Fuel derivative instruments(2)	—		0.1		—		0.1
Total assets	$	469.8	$	155.1	$	0.8	$	625.7
Liabilities:
Interest rate hedges:(1)
Wholly-owned subsidiary	$	—	$	37.6	$	—	$	37.6
Partially-owned subsidiary	—		5.2		—		5.2
Equity put agreement with TRIP Holdings equity investor(3)	—		—		2.9		2.9
Total liabilities	$	—	$	42.8	$	2.9	$	45.7

⁽¹⁾ Included in accrued liabilities on the consolidated balance sheet.

⁽²⁾ Included in other assets on the consolidated balance sheet.

⁽³⁾ Included in other liabilities on the consolidated balance sheet.

Carrying amounts and estimated fair values of long-term debt

The carrying amounts and estimated fair values of our long-term debt are as follows:

	June 30, 2013					December 31, 2012
	Carrying Value			Estimated Fair Value		Carrying Value			Estimated Fair Value
	(in millions)
Recourse:
Convertible subordinated notes	$	450.0		$	524.4	$	450.0		$	506.6
Less: unamortized discount	(81.0		)			(87.5		)
	369.0					362.5
Capital lease obligations	43.7			43.7		45.8			45.8
Term loan	—			—		48.6			53.3
Other	1.0			1.0		1.2			1.2
	413.7			569.1		458.1			606.9
Non-recourse:
2006 secured railcar equipment notes	248.5			268.7		255.8			292.0
Promissory notes	411.8			403.7		424.1			414.6
2009 secured railcar equipment notes	204.2			235.2		209.2			260.4
2010 secured railcar equipment notes	334.2			349.4		341.5			387.2
TILC warehouse facility	167.4			167.4		173.6			173.6
2012 secured railcar equipment notes - RIV 2013	327.0			306.0		333.8			321.7
TRIP Holdings senior secured notes	—			—		61.2			62.5
TRIP Master Funding secured railcar equipment notes	777.4			836.6		797.7			952.0
	2,470.5			2,567.0		2,596.9			2,864.0
Total	$	2,884.2		$	3,136.1	$	3,055.0		$	3,470.9

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Earnings Per Common Share (Tables)

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Computation of basic and diluted net income attributable to Trinity Industries, Inc.

The computation of basic and diluted net income attributable to Trinity Industries, Inc. follows. Amounts previously reported have been adjusted to reflect discontinued operations resulting from the sale of the Company's ready-mix concrete operations. See Note 2 Acquisitions and Divestitures.

	Three Months Ended June 30, 2013							Three Months Ended June 30, 2012
	(in millions, except per share amounts)
	Income (Loss)			Average Shares	EPS			Income (Loss)			Average Shares	EPS
Net income from continuing operations	$	89.2						$	66.1
Less: net income (loss) from continuing operations attributable to noncontrolling interest	4.2							(0.3		)
Net income from continuing operations attributable to Trinity Industries, Inc.	85.0							66.4
Unvested restricted share participation	(2.7		)					(2.3		)
Net income from continuing operations attributable to Trinity Industries, Inc. – basic	82.3			77.0	$	1.07		64.1			77.7	$	0.82
Effect of dilutive securities:
Stock options	—			0.1				—			0.2
Net income from continuing operations attributable to Trinity Industries, Inc. – diluted	$	82.3		77.1	$	1.07		$	64.1		77.9	$	0.82
Net income (loss) from discontinued operations, net of taxes	$	(1.0	)					$	1.4
Unvested restricted share participation	—							—
Net income (loss) from discontinued operations, net of taxes – basic	(1.0		)	77.0	$	(0.01	)	1.4			77.7	$	0.02
Effect of dilutive securities:
Stock options	—			0.1				—			0.2
Net income (loss) from discontinued operations, net of taxes – diluted	$	(1.0	)	77.1	$	(0.01	)	$	1.4		77.9	$	0.02

	Six Months Ended June 30, 2013						Six Months Ended June 30, 2012
	(in millions, except per share amounts)
	Income (Loss)			Average Shares	EPS		Income (Loss)			Average Shares	EPS
Net income from continuing operations	$	161.4					$	118.5
Less: net income (loss) from continuing operations attributable to noncontrolling interest	3.9						(0.9		)
Net income from continuing operations attributable to Trinity Industries, Inc.	157.5						119.4
Unvested restricted share participation	(5.0		)				(3.7		)
Net income from continuing operations attributable to Trinity Industries, Inc. – basic	152.5			77.0	$	1.98	115.7			77.7	$	1.49
Effect of dilutive securities:
Stock options	—			0.1			—			0.2
Net income from continuing operations attributable to Trinity Industries, Inc. – diluted	$	152.5		77.1	$	1.98	$	115.7		77.9	$	1.49
Net income from discontinued operations, net of taxes	$	5.6					$	1.3
Unvested restricted share participation	(0.2		)				(0.3		)
Net income from discontinued operations, net of taxes – basic	5.4			77.0	$	0.07	1.0			77.7	$	0.01
Effect of dilutive securities:
Stock options	—			0.1			—			0.2
Net income from discontinued operations, net of taxes – diluted	$	5.4		77.1	$	0.07	$	1.0		77.9	$	0.01

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Derivative Instruments

6 Months Ended

Jun. 30, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

Derivative Instruments

We use derivative instruments to mitigate the impact of changes in interest rates, both in anticipation of future debt issuances and to offset interest rate variability of certain floating rate debt issuances outstanding. We also use derivative instruments to mitigate the impact of changes in natural gas and diesel fuel prices and changes in foreign currency exchange rates. Derivative instruments that are designated and qualify as cash flow hedges are accounted for in accordance with applicable accounting standards. See Note 3 Fair Value Accounting for discussion of how the Company valued its commodity hedges and interest rate swaps at June 30, 2013. See Note 11 Debt for a description of the Company's debt instruments.

Interest rate hedges

					Included in accompanying balance sheet at June 30, 2013
	Notional Amount		Interest Rate(1)		Liability		AOCL – loss/ (income)			Noncontrolling Interest
	(in millions, except %)
Expired hedges:
2006 secured railcar equipment notes	$	200.0	4.87	%	$	—	$	(1.8	)	$	—
Promissory notes	$	370.0	5.34	%	$	—	$	5.6		$	—
TRIP Holdings warehouse loan	$	788.5	3.60	%	$	—	$	14.1		$	17.4
Open hedges:
TRIP Master Funding secured railcar equipment notes	$	72.8	2.62	%	$	2.8	$	1.2		$	1.5
Promissory notes	$	428.1	4.13	%	$	28.9	$	26.8		$	—

⁽¹⁾  Weighted average fixed interest rate

	Effect on interest expense - increase/(decrease)
	Three Months Ended June 30,						Six Months Ended June 30,						Expected effect during next twelve months(1)
	2013			2012			2013			2012
	(in millions)
Expired hedges:
2006 secured railcar equipment notes	$	(0.1	)	$	(0.1	)	$	(0.2	)	$	(0.2	)	$	(0.3	)
Promissory notes	$	0.8		$	0.8		$	1.6		$	1.7		$	3.0
TRIP Holdings warehouse loan	$	1.5		$	1.5		$	3.5		$	3.0		$	5.2
Open hedges:
TRIP Master Funding secured railcar equipment notes	$	0.4		$	0.5		$	0.9		$	1.0		$	1.6
Promissory notes	$	4.1		$	4.2		$	8.0		$	8.4		$	16.1

⁽¹⁾ Based on the fair value of open hedges as of June 30, 2013

During 2005 and 2006, we entered into interest rate swap derivatives in anticipation of issuing our 2006 Secured Railcar Equipment Notes. These derivative instruments, with a notional amount of $200.0 million, were settled in 2006 and fixed the interest rate on a portion of the related debt issuance. These derivative instrument transactions are being accounted for as cash flow hedges with changes in the fair value of the instruments of $4.5 million in income recorded in AOCL through the date the related debt issuance closed in 2006. The balance is being amortized over the term of the related debt. The effect on interest expense is due to amortization of the AOCL balance.

During 2006 and 2007, we entered into interest rate swap derivatives in anticipation of issuing our Promissory Notes. These derivative instruments, with a notional amount of $370.0 million, were settled in 2008 and fixed the interest rate on a portion of the related debt issuance. These derivative instrument transactions are being accounted for as cash flow hedges with changes in the fair value of the instruments of $24.5 million recorded as a loss in AOCL through the date the related debt issuance closed in 2008. The balance is being amortized over the term of the related debt. The effect on interest expense is due to amortization of the AOCL balance.

In 2008, we entered into an interest rate swap derivative instrument, expiring in 2015, to fix the variable Libor component of the Promissory Notes. This derivative instrument transaction is being accounted for as a cash flow hedge. The effect on interest expense is primarily a result of monthly interest settlements.

Between 2007 and 2009, TRIP Holdings, as required by the TRIP Warehouse Loan, entered into interest rate swap derivatives, all of which qualified as cash flow hedges, to reduce the effect of changes in variable interest rates in the TRIP Warehouse Loan. In July 2011, these interest rate hedges were terminated in connection with the refinancing of the TRIP Warehouse Loan. Balances included in AOCL at the date the hedges were terminated are being amortized over the expected life of the new debt with $5.2 million of additional interest expense expected to be recognized during the twelve months following June 30, 2013. Also in July 2011, TRIP Holdings’ wholly-owned subsidiary, TRIP Master Funding, entered into an interest rate swap derivative instrument, expiring in 2021, with an initial notional amount of $94.1 million to reduce the effect of changes in variable interest rates associated with the Class A-1b notes of the TRIP Master Funding secured railcar equipment notes. The effect on interest expense is primarily a result of monthly interest settlements.

See Note 11 Debt regarding the related debt instruments.

Other Derivatives

	Effect on operating income - increase/(decrease)
	Three Months Ended June 30,					Six Months Ended June 30,
	2013		2012			2013		2012
	(in millions)
Fuel hedges(1)
Effect of mark-to-market valuation	$	—	$	(0.1	)	$	—	$	—
Settlements	0.1		(0.1		)	0.1		—
	$	0.1	$	(0.2	)	$	0.1	$	—
Foreign exchange hedges(2)	$	—	$	—		$	—	$	(0.4	)

⁽¹⁾  Included in cost of revenues in the accompanying consolidated statement of operations

⁽²⁾  Included in other, net in the accompanying consolidated statement of operations

Natural gas and diesel fuel

We maintain a program to mitigate the impact of fluctuations in the price of natural gas and diesel fuel purchases. The intent of the program is to protect our operating profit from adverse price changes by entering into derivative instruments. For those instruments that do not qualify for hedge accounting treatment, any changes in their valuation are recorded directly to the consolidated statement of operations. The amount recorded in the consolidated balance sheet as of June 30, 2013 for these instruments was not significant.

Foreign exchange hedge

We enter into foreign exchange hedges to mitigate the impact on operating profit of unfavorable fluctuations in foreign currency exchange rates. These instruments are short term with quarterly maturities and no remaining balance in AOCL as of June 30, 2013.

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Accumulated Other Comprehensive Loss (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended			6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012	Jun. 30, 2013		Jun. 30, 2012
Components of accumulated other comprehensive loss
Currency translation adjustments, Beginning Balance				$ (16.5)
Currency translation adjustments, Other comprehensive income before reclassifications				0
Currency translation adjustments, Amounts reclassified from accumulated other comprehensive loss, net of tax benefit of $0.0				0
Currency translation adjustments, Amounts reclassified from accumulated other comprehensive loss, tax benefit				0
Currency translation adjustments, Less: noncontrolling interest				0
Currency translation adjustments, Other comprehensive income				0
Currency translation adjustments, Ending Balance	(16.5)			(16.5)
Unrealized loss on derivative financial instruments, Beginning Balance				(34.8)
Unrealized loss on derivative financial instruments, Other comprehensive income before reclassifications	1.5		0.3	0.8		1.9
Unrealized loss on derivative financial instruments, Amounts reclassified from accumulated other comprehensive loss, net of tax benefit of $4.8	4.7		1.3	9.3		2.6
Unrealized loss on derivative financial instruments, Amounts reclassified from accumulated other comprehensive loss, tax benefit	2.0		0.9	4.8		1.9
Unrealized loss on derivative financial instruments, Less: noncontrolling interest				(2.4)
Unrealized loss on derivative financial instruments, Other comprehensive income				7.7
Unrealized loss on derivative financial instruments, Sale of interests in partially-owned leasing subsidiaries				13.3
Unrealized loss on derivative financial instruments, Repurchase of interests in partially-owned leasing subsidiary				(6.4)
Unrealized loss on derivative financial instruments, Ending Balance	(20.2)			(20.2)
Net actuarial gains/(losses) of defined benefit plans, Beginning Balance				(98.8)
Net actuarial gains/(losses) of defined benefit plans, Other comprehensive income before reclassifications				0
Net actuarial gains/(losses) of defined benefit plans, Amounts reclassified from accumulated other comprehensive loss, net of tax benefit of $1.0	0.8		0.5	1.5		1.1
Net actuarial gains/(losses) of defined benefit plans, Amounts reclassified from accumulated other comprehensive loss, tax benefit	0.5		0.4	1.0		0.7
Net actuarial gains/(losses) of defined benefit plans, Less: noncontrolling interest				0
Net actuarial gains/(losses) of defined benefit plans, Other comprehensive income				1.5
Net actuarial gains/(losses) of defined benefit plans, Ending Balance	(97.3)			(97.3)
Accumulated Other Comprehensive Loss, Beginning Balance				(150.1)
Accumulated Other Comprehensive Loss, Other comprehensive income before reclassifications				0.8
Accumulated Other Comprehensive Loss, Amounts reclassified from accumulated other comprehensive loss, net of tax benefit of $5.8				10.8
Accumulated Other Comprehensive Loss, Amounts reclassified from accumulated other comprehensive loss, tax benefit				5.8
Accumulated Other Comprehensive Loss, Less: noncontrolling interest				(2.4)
Accumulated Other Comprehensive Loss, Other comprehensive income				9.2
Accumulated Other Comprehensive Loss, Ending Balance	(134.0)	[1]		(134.0)	[1]
Cost of revenues
Accumualted Other Comprehensive Income [Line Items]
Before-tax reclassification of net actuarial gains/(losses) of defined benefit plans included in cost of revenues				$ 1.9

[1] (unaudited)

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Fair Value Accounting

6 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

Fair Value Accounting

Fair Value Accounting

Assets and liabilities measured at fair value on a recurring basis are summarized below:

	Fair Value Measurement as of June 30, 2013
	(in millions)
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	137.0	$	—	$	—	$	137.0
Restricted cash	227.0		—		—		227.0
Total assets	$	364.0	$	—	$	—	$	364.0
Liabilities:
Interest rate hedges:(1)
Wholly-owned subsidiary	$	—	$	28.9	$	—	$	28.9
Partially-owned subsidiary	—		2.8		—		2.8
Total liabilities	$	—	$	31.7	$	—	$	31.7
	Fair Value Measurement as of December 31, 2012
	(in millions)
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	246.6	$	155.0	$	—	$	401.6
Restricted cash	223.2		—		—		223.2
Equity call agreement with TRIP Holdings equity investor(2)	—		—		0.8		0.8
Fuel derivative instruments(2)	—		0.1		—		0.1
Total assets	$	469.8	$	155.1	$	0.8	$	625.7
Liabilities:
Interest rate hedges:(1)
Wholly-owned subsidiary	$	—	$	37.6	$	—	$	37.6
Partially-owned subsidiary	—		5.2		—		5.2
Equity put agreement with TRIP Holdings equity investor(3)	—		—		2.9		2.9
Total liabilities	$	—	$	42.8	$	2.9	$	45.7

⁽¹⁾ Included in accrued liabilities on the consolidated balance sheet.

⁽²⁾ Included in other assets on the consolidated balance sheet.

⁽³⁾ Included in other liabilities on the consolidated balance sheet.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date. An entity is required to establish a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair values are listed below:

Level 1 – This level is defined as quoted prices in active markets for identical assets or liabilities. The Company’s cash equivalents, excluding commercial paper, and restricted cash are instruments of the U.S. Treasury or highly-rated money market mutual funds.

Level 2 – This level is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Cash equivalents include commercial paper valued using quoted prices in secondary markets. The Company’s fuel derivative instruments, which are commodity swaps, are valued using energy and commodity market data. Interest rate hedges are valued at exit prices obtained from each counterparty. See Note 7 Derivative Instruments and Note 11 Debt.

Level 3 – This level is defined as unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The equity put and call agreements with the TRIP equity investor are valued based on cash flow projections and certain assumptions regarding the likelihood of exercising the option under the related agreement. See Note 5 Partially-Owned Leasing Subsidiaries.

The carrying amounts and estimated fair values of our long-term debt are as follows:

	June 30, 2013					December 31, 2012
	Carrying Value			Estimated Fair Value		Carrying Value			Estimated Fair Value
	(in millions)
Recourse:
Convertible subordinated notes	$	450.0		$	524.4	$	450.0		$	506.6
Less: unamortized discount	(81.0		)			(87.5		)
	369.0					362.5
Capital lease obligations	43.7			43.7		45.8			45.8
Term loan	—			—		48.6			53.3
Other	1.0			1.0		1.2			1.2
	413.7			569.1		458.1			606.9
Non-recourse:
2006 secured railcar equipment notes	248.5			268.7		255.8			292.0
Promissory notes	411.8			403.7		424.1			414.6
2009 secured railcar equipment notes	204.2			235.2		209.2			260.4
2010 secured railcar equipment notes	334.2			349.4		341.5			387.2
TILC warehouse facility	167.4			167.4		173.6			173.6
2012 secured railcar equipment notes - RIV 2013	327.0			306.0		333.8			321.7
TRIP Holdings senior secured notes	—			—		61.2			62.5
TRIP Master Funding secured railcar equipment notes	777.4			836.6		797.7			952.0
	2,470.5			2,567.0		2,596.9			2,864.0
Total	$	2,884.2		$	3,136.1	$	3,055.0		$	3,470.9

The estimated fair value of our convertible subordinated notes was based on a quoted market price in a market with little activity as of June 30, 2013 and December 31, 2012, respectively (Level 2 input). The estimated fair values of our 2006, 2009, 2010, and 2012 secured railcar equipment notes, promissory notes, TRIP Holdings senior secured notes, TRIP Rail Master Funding LLC (“TRIP Master Funding”) secured railcar equipment notes, and term loan are based on our estimate of their fair value as of June 30, 2013 and December 31, 2012, respectively. These values were determined by discounting their future cash flows at the current market interest rate (Level 3 inputs). The carrying value of our Trinity Industries Leasing Company (“TILC”) warehouse facility approximates fair value because the interest rate adjusts to the market interest rate (Level 3 input). The fair values of all other financial instruments are estimated to approximate carrying value. See Note 11 Debt for a description of the Company's long-term debt.

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Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012
Unamortized discount on recourse debt	$ 81.0	[1]	$ 87.5
Preferred stock, shares authorized	1,500,000	[1]	1,500,000
Preferred stock, shares unissued	1,500,000	[1]	1,500,000
Common stock, shares authorized	200,000,000	[1]	200,000,000
Restricted cash	227.0	[1]	223.2
Property, plant, and equipment, at cost	6,026.4	[1]	5,642.0
Less accumulated depreciation	1,441.8	[1]	1,343.0
Partially-owned subsidiaries
Restricted cash	69.1	[1]	57.8
Property, plant, and equipment, at cost	1,703.0	[1]	1,703.1
Less accumulated depreciation	$ 177.0	[1]	$ 153.8

[1] (unaudited)

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Railcar Leasing and Management Services Group (Details 1) (USD $) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
Revenues:
Total revenues	$ 1,066.1		$ 995.5		$ 1,999.0		$ 1,891.7
Operating profit:
Total operating profit	183.4		152.5		342.9		275.2
Selected expense information:
Depreciation					102.4		95.8
Interest:
Total interest expense	46.5		47.9		95.7		95.8
Leasing Group
Revenues:
Total revenues	169.6		194.2		304.0		336.5
Percent Change	(12.70%)				(9.70%)
Operating profit:
Total operating profit	75.7		76.4		137.3		142.9
Percentage Change	(0.90%)				(3.90%)
Operating profit margin:
Total operating profit margin	44.60%		39.30%		45.20%		42.50%
Selected expense information:
Depreciation	32.0	[1]	30.0	[1]	63.0	[1]	59.3	[1]
Percent Change, Depreciation	6.70%	[1]			6.20%	[1]
Maintenance	18.4	[1]	14.4	[1]	37.4	[1]	28.8	[1]
Percent Change, Maintenance	27.80%	[1]			29.90%	[1]
Rent	13.3	[1]	12.8	[1]	26.7	[1]	25.5	[1]
Percent Change, Rent	3.90%	[1]			4.70%	[1]
Interest:
External	38.0	[1]	39.3	[1]	78.9	[1]	79.1	[1]
Intercompany	1.1	[1]	3.2	[1]	3.8	[1]	6.5	[1]
Total interest expense	39.1	[1]	42.5	[1]	82.7	[1]	85.6	[1]
Percent Change, Total interest expense	(8.00%)	[1]			(3.40%)	[1]
Leasing Group | Leasing and management
Revenues:
Total revenues	150.7		132.0		285.0		259.4
Percent Change	14.20%				9.90%
Operating profit:
Total operating profit	71.0		61.3		125.8		121.2
Operating profit margin:
Total operating profit margin	47.10%		46.40%		44.10%		46.70%
Leasing Group | Railcar sales
Revenues:
Total revenues	18.9		62.2		19.0		77.1
Leasing Group | Railcars owned one year or less at the time of sale
Operating profit:
Total operating profit	3.5		13.5		3.5		16.4
Leasing Group | Railcars owned more than one year at the time of sale
Operating profit:
Total operating profit	$ 1.2		$ 1.6		$ 8.0		$ 5.3

[1] Depreciation, maintenance, and rent expense are components of operating profit. Interest expense is not a component of operating profit and includes the effect of hedges. Intercompany interest expense arises from Trinity’s previous ownership of a portion of TRIP Holdings’ Senior Secured Notes and is eliminated in consolidation. See Note 11 Debt.

XML

Fair Value Accounting (Details 1) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012
Carrying amounts and estimated fair values of long-term debt
Less: unamortized discount	$ (81.0)	[1]	$ (87.5)
Notes payable	1,366.1	[1]	1,404.2
Total debt	2,884.2	[1]	3,055.0
Manufacturing/Corporate
Carrying amounts and estimated fair values of long-term debt
Total debt	370.0		363.7
Wholly-owned subsidiaries | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
Total debt	1,409.8		1,498.6
Partially-owned subsidiaries | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
Total debt	1,104.4		1,192.7
Recourse
Carrying amounts and estimated fair values of long-term debt
Less: unamortized discount	(81.0)		(87.5)
Total debt	413.7		458.1
Recourse | Manufacturing/Corporate
Carrying amounts and estimated fair values of long-term debt
Less: unamortized discount	(81.0)		(87.5)
Total debt	370.0		363.7
Recourse | Wholly-owned subsidiaries | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
Less: unamortized discount	0		0
Total debt	43.7		94.4
Recourse | Partially-owned subsidiaries | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
Less: unamortized discount	0		0
Total debt	0		0
Carrying Value
Carrying amounts and estimated fair values of long-term debt
Total debt	2,884.2		3,055.0
Carrying Value | Recourse
Carrying amounts and estimated fair values of long-term debt
Total debt	413.7		458.1
Carrying Value | Recourse | Manufacturing/Corporate
Carrying amounts and estimated fair values of long-term debt
Convertible subordinated notes	450.0		450.0
Less: unamortized discount	(81.0)		(87.5)
Convertible subordinated notes, net	369.0		362.5
Other	1.0		1.2
Total debt	370.0		363.7
Carrying Value | Recourse | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
Total debt	43.7		94.4
Carrying Value | Recourse | Capital lease obligations | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
Capital lease obligations	43.7		45.8
Carrying Value | Recourse | Term loan | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
Loans payable	0		48.6
Carrying Value | Non-recourse | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
Total debt	2,470.5		2,596.9
Carrying Value | Non-recourse | Wholly-owned subsidiaries | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
Total debt	1,366.1		1,404.2
Carrying Value | Non-recourse | Partially-owned subsidiaries | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
Total debt	1,104.4		1,192.7
Carrying Value | Non-recourse | 2006 secured railcar equipment notes | Wholly-owned subsidiaries | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
Notes payable	248.5		255.8
Carrying Value | Non-recourse | Promissory notes | Wholly-owned subsidiaries | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
Notes payable	411.8		424.1
Carrying Value | Non-recourse | 2009 secured railcar equipment notes | Wholly-owned subsidiaries | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
Notes payable	204.2		209.2
Carrying Value | Non-recourse | 2010 secured railcar equipment notes | Wholly-owned subsidiaries | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
Notes payable	334.2		341.5
Carrying Value | Non-recourse | TILC warehouse facility | Wholly-owned subsidiaries | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
Loans payable	167.4		173.6
Carrying Value | Non-recourse | 2012 secured railcar equipment notes - RIV 2013 | Partially-owned subsidiaries | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
Notes payable	327.0		333.8
Carrying Value | Non-recourse | TRIP Holdings senior secured notes | Partially-owned subsidiaries | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
TRIP Holdings senior secured notes	0		61.2
Carrying Value | Non-recourse | TRIP Master Funding secured railcar equipment notes | Partially-owned subsidiaries | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
Notes payable	777.4		797.7
Estimated Fair Value
Carrying amounts and estimated fair values of long-term debt
Total debt	3,136.1		3,470.9
Estimated Fair Value | Recourse
Carrying amounts and estimated fair values of long-term debt
Total debt	569.1		606.9
Estimated Fair Value | Recourse | Manufacturing/Corporate
Carrying amounts and estimated fair values of long-term debt
Convertible subordinated notes	524.4		506.6
Other	1.0		1.2
Estimated Fair Value | Recourse | Capital lease obligations | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
Capital lease obligations	43.7		45.8
Estimated Fair Value | Recourse | Term loan | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
Loans payable	0		53.3
Estimated Fair Value | Non-recourse | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
Total debt	2,567.0		2,864.0
Estimated Fair Value | Non-recourse | 2006 secured railcar equipment notes | Wholly-owned subsidiaries | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
Notes payable	268.7		292.0
Estimated Fair Value | Non-recourse | Promissory notes | Wholly-owned subsidiaries | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
Notes payable	403.7		414.6
Estimated Fair Value | Non-recourse | 2009 secured railcar equipment notes | Wholly-owned subsidiaries | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
Notes payable	235.2		260.4
Estimated Fair Value | Non-recourse | 2010 secured railcar equipment notes | Wholly-owned subsidiaries | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
Notes payable	349.4		387.2
Estimated Fair Value | Non-recourse | TILC warehouse facility | Wholly-owned subsidiaries | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
Loans payable	167.4		173.6
Estimated Fair Value | Non-recourse | 2012 secured railcar equipment notes - RIV 2013 | Partially-owned subsidiaries | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
Notes payable	306.0		321.7
Estimated Fair Value | Non-recourse | TRIP Holdings senior secured notes | Partially-owned subsidiaries | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
TRIP Holdings senior secured notes	0		62.5
Estimated Fair Value | Non-recourse | TRIP Master Funding secured railcar equipment notes | Partially-owned subsidiaries | Railcar Leasing and Management Services Group
Carrying amounts and estimated fair values of long-term debt
Notes payable	$ 836.6		$ 952.0

[1] (unaudited)

XML

Derivative Instruments (Tables)

6 Months Ended

Jun. 30, 2013

Derivative [Line Items]

Interest rate hedges

Interest rate hedges

					Included in accompanying balance sheet at June 30, 2013
	Notional Amount		Interest Rate(1)		Liability		AOCL – loss/ (income)			Noncontrolling Interest
	(in millions, except %)
Expired hedges:
2006 secured railcar equipment notes	$	200.0	4.87	%	$	—	$	(1.8	)	$	—
Promissory notes	$	370.0	5.34	%	$	—	$	5.6		$	—
TRIP Holdings warehouse loan	$	788.5	3.60	%	$	—	$	14.1		$	17.4
Open hedges:
TRIP Master Funding secured railcar equipment notes	$	72.8	2.62	%	$	2.8	$	1.2		$	1.5
Promissory notes	$	428.1	4.13	%	$	28.9	$	26.8		$	—

⁽¹⁾  Weighted average fixed interest rate

Interest rate hedges

Derivative [Line Items]

Effect on Statements of Operations

	Effect on interest expense - increase/(decrease)
	Three Months Ended June 30,						Six Months Ended June 30,						Expected effect during next twelve months(1)
	2013			2012			2013			2012
	(in millions)
Expired hedges:
2006 secured railcar equipment notes	$	(0.1	)	$	(0.1	)	$	(0.2	)	$	(0.2	)	$	(0.3	)
Promissory notes	$	0.8		$	0.8		$	1.6		$	1.7		$	3.0
TRIP Holdings warehouse loan	$	1.5		$	1.5		$	3.5		$	3.0		$	5.2
Open hedges:
TRIP Master Funding secured railcar equipment notes	$	0.4		$	0.5		$	0.9		$	1.0		$	1.6
Promissory notes	$	4.1		$	4.2		$	8.0		$	8.4		$	16.1

⁽¹⁾ Based on the fair value of open hedges as of June 30, 2013

Fuel derivative instruments

Derivative [Line Items]

Effect on Statements of Operations

Other Derivatives

	Effect on operating income - increase/(decrease)
	Three Months Ended June 30,					Six Months Ended June 30,
	2013		2012			2013		2012
	(in millions)
Fuel hedges(1)
Effect of mark-to-market valuation	$	—	$	(0.1	)	$	—	$	—
Settlements	0.1		(0.1		)	0.1		—
	$	0.1	$	(0.2	)	$	0.1	$	—
Foreign exchange hedges(2)	$	—	$	—		$	—	$	(0.4	)

⁽¹⁾  Included in cost of revenues in the accompanying consolidated statement of operations

⁽²⁾  Included in other, net in the accompanying consolidated statement of operations

XML

Debt (Details 2) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013
Remaining principal payments under existing debt agreements
Remaining six months of 2013	$ 65.6
2014	126.2
2015	176.9
2016	553.1
2017	82.2
Thereafter	1,961.2
Recourse | Manufacturing/Corporate
Remaining principal payments under existing debt agreements
Remaining six months of 2013	0.2
2014	0.2
2015	0.2
2016	0.2
2017	0.2
Thereafter	450.0
Recourse | Railcar Leasing and Management Services Group | Capital lease obligations
Remaining principal payments under existing debt agreements
Remaining six months of 2013	1.5
2014	3.1
2015	3.3
2016	3.5
2017	3.7
Thereafter	28.6
Non-recourse | Railcar Leasing and Management Services Group | 2006 secured railcar equipment notes
Remaining principal payments under existing debt agreements
Remaining six months of 2013	7.9
2014	16.9
2015	18.6
2016	21.9
2017	24.1
Thereafter	159.1
Non-recourse | Railcar Leasing and Management Services Group | Promissory notes
Remaining principal payments under existing debt agreements
Remaining six months of 2013	14.5
2014	25.4
2015	22.7
2016	349.2
2017	0
Thereafter	0
Non-recourse | Railcar Leasing and Management Services Group | 2009 secured railcar equipment notes
Remaining principal payments under existing debt agreements
Remaining six months of 2013	5.2
2014	9.9
2015	9.6
2016	6.5
2017	6.3
Thereafter	166.7
Non-recourse | Railcar Leasing and Management Services Group | 2010 secured railcar equipment notes
Remaining principal payments under existing debt agreements
Remaining six months of 2013	7.3
2014	14.0
2015	15.3
2016	15.0
2017	13.7
Thereafter	268.9
Non-recourse | Railcar Leasing and Management Services Group | TILC warehouse facility - facility termination payments
Remaining principal payments under existing debt agreements
Remaining six months of 2013	0
2014	0
2015	55.8
2016	111.6
2017	0
Thereafter	0
Non-recourse | Railcar Leasing and Management Services Group | 2012 secured railcar equipment notes - RIV 2013
Remaining principal payments under existing debt agreements
Remaining six months of 2013	8.4
2014	16.6
2015	15.7
2016	15.9
2017	13.8
Thereafter	256.6
Non-recourse | Railcar Leasing and Management Services Group | TRIP Master Funding secured railcar equipment notes
Remaining principal payments under existing debt agreements
Remaining six months of 2013	20.6
2014	40.1
2015	35.7
2016	29.3
2017	20.4
Thereafter	$ 631.3

XML

Derivative Instruments (Details 2) (Designated as hedging instrument, USD $) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
Fuel hedges
Derivative Instruments, Gain (Loss) [Line Items]
Effect on operating income - increase/(decrease)	$ 0.1	[1]	$ (0.2)	[1]	$ 0.1	[1]	$ 0	[1]
Effect of mark-to-market valuation
Derivative Instruments, Gain (Loss) [Line Items]
Effect on operating income - increase/(decrease)	0	[1]	(0.1)	[1]	0	[1]	0	[1]
Settlements
Derivative Instruments, Gain (Loss) [Line Items]
Effect on operating income - increase/(decrease)	0.1	[1]	(0.1)	[1]	0.1	[1]	0	[1]
Foreign exchange hedges
Derivative Instruments, Gain (Loss) [Line Items]
Effect on operating income - increase/(decrease)	$ 0	[2]	$ 0	[2]	$ 0	[2]	$ (0.4)	[2]

[1] Included in cost of revenues in the accompanying consolidated statement of operations

[2] Included in other, net in the accompanying consolidated statement of operations

XML

Warranties

6 Months Ended

Jun. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Warranties

Warranties

The changes in the accruals for warranties for the three and six months endedJune 30, 2013 and 2012 are as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(in millions)
Beginning balance	$	12.6		$	14.5		$	12.5		$	13.5
Warranty costs incurred	(1.5		)	(1.5		)	(3.0		)	(3.9		)
Warranty originations and revisions	3.4			1.4			6.0			5.2
Warranty expirations	(1.0		)	(0.6		)	(2.0		)	(1.0		)
Ending balance	$	13.5		$	13.8		$	13.5		$	13.8

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Railcar Leasing and Management Services Group

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Railcar Leasing and Management Services Group

Railcar Leasing and Management Services Group

The Railcar Leasing and Management Services Group owns and operates a fleet of railcars as well as provides third-party fleet management, maintenance, and leasing services. Selected consolidating financial information for the Leasing Group is as follows:

	June 30, 2013
	Leasing Group
	Wholly- Owned Subsidiaries			Partially-Owned Subsidiaries			Manufacturing/ Corporate			Total
	(in millions)
Cash, cash equivalents, and short-term marketable securities	$	2.1		$	—		$	445.8		$	447.9
Property, plant, and equipment, net	$	3,060.8		$	1,526.0		$	610.4		$	5,197.2
Net deferred profit on railcars sold to the Leasing Group	(376.5		)	(236.1		)	—			(612.6		)
	$	2,684.3		$	1,289.9		$	610.4		$	4,584.6
Restricted cash	$	157.9		$	69.1		$	—		$	227.0
Debt:
Recourse	$	43.7		$	—		$	451.0		$	494.7
Less: unamortized discount	—			—			(81.0		)	(81.0		)
	43.7			—			370.0			413.7
Non-recourse	1,366.1			1,104.4			—			2,470.5
Total debt	$	1,409.8		$	1,104.4		$	370.0		$	2,884.2
Net deferred tax liabilities	$	688.8		$	—		$	(81.1	)	$	607.7

	December 31, 2012
	Leasing Group
	Wholly- Owned Subsidiaries			Partially-Owned Subsidiaries			Manufacturing/ Corporate			Total
	(in millions)
Cash and cash equivalents	$	5.7		$	—		$	567.3		$	573.0
Property, plant, and equipment, net	$	2,773.1		$	1,549.3		$	539.3		$	4,861.7
Net deferred profit on railcars sold to the Leasing Group	(381.8		)	(180.9		)	—			(562.7		)
	$	2,391.3		$	1,368.4		$	539.3		$	4,299.0
Restricted cash	$	165.4		$	57.8		$	—		$	223.2
Debt:
Recourse	$	94.4		$	—		$	451.2		$	545.6
Less: unamortized discount	—			—			(87.5		)	(87.5		)
	94.4			—			363.7			458.1
Non-recourse	1,404.2			1,301.5			—			2,705.7
Less: non-recourse debt owned by Trinity	—			(108.8		)	—			(108.8		)
Total debt	$	1,498.6		$	1,192.7		$	363.7		$	3,055.0
Net deferred tax liabilities	$	671.1		$	5.4		$	(120.7	)	$	555.8

See Note 5 Partially-Owned Leasing Subsidiaries and Note 11 Debt for a further discussion regarding the Company’s investment in its partially-owned leasing subsidiaries and the related indebtedness. Certain prior year balances with respect to RIV 2013 have been reclassified as pertaining to a partially-owned subsidiary to conform to the 2013 presentation. See Note 5 Partially-Owned Leasing Subsidiaries.

	Three Months Ended June 30,								Six Months Ended June 30,
	2013			2012			Percent		2013			2012			Percent
	($ in millions)						Change		($ in millions)						Change
Revenues:
Leasing and management	$	150.7		$	132.0		14.2	%	$	285.0		$	259.4		9.9	%
Railcar sales	18.9			62.2			*		19.0			77.1			*
Total revenues	$	169.6		$	194.2		(12.7	)	$	304.0		$	336.5		(9.7	)
Operating profit:
Leasing and management	$	71.0		$	61.3				$	125.8		$	121.2
Railcar sales:
Railcars owned one year or less at the time of sale	3.5			13.5					3.5			16.4
Railcars owned more than one year at the time of sale	1.2			1.6					8.0			5.3
Total operating profit	$	75.7		$	76.4		(0.9	)	$	137.3		$	142.9		(3.9	)
Operating profit margin:
Leasing and management	47.1		%	46.4		%			44.1		%	46.7		%
Railcar sales	*			*					*			*
Total operating profit margin	44.6			39.3					45.2			42.5
Selected expense information(1):
Depreciation	$	32.0		$	30.0		6.7		$	63.0		$	59.3		6.2
Maintenance	$	18.4		$	14.4		27.8		$	37.4		$	28.8		29.9
Rent	$	13.3		$	12.8		3.9		$	26.7		$	25.5		4.7
Interest:
External	$	38.0		$	39.3				$	78.9		$	79.1
Intercompany	1.1			3.2					3.8			6.5
Total interest expense	$	39.1		$	42.5		(8.0	)	$	82.7		$	85.6		(3.4	)

 * Not meaningful

⁽¹⁾ Depreciation, maintenance, and rent expense are components of operating profit. Interest expense is not a component of operating profit and includes the effect of hedges. Intercompany interest expense arises from Trinity’s previous ownership of a portion of TRIP Holdings’ Senior Secured Notes and is eliminated in consolidation. See Note 11 Debt.

Equipment consists primarily of railcars leased by third parties. The Leasing Group purchases equipment manufactured predominantly by the Rail Group and enters into lease contracts with third parties with terms generally ranging between one and twenty years. The Leasing Group primarily enters into operating leases. Future contractual minimum rental revenues on leases are as follows:

	Remaining six months of 2013		2014		2015		2016		2017		Thereafter		Total
	(in millions)
Future contractual minimum rental revenue	$	217.0	$	364.4	$	304.3	$	244.5	$	183.3	$	345.0	$	1,658.5

Debt. The Leasing Group’s debt at June 30, 2013 consisted of both recourse and non-recourse debt. As of June 30, 2013, Trinity’s wholly-owned subsidiaries included in the Leasing Group held equipment with a net book value of $2,114.1 million, excluding deferred profit, that is pledged as collateral for Leasing Group debt held by those subsidiaries, including equipment with a net book value of $48.1 million securing capital lease obligations. The net book value, excluding deferred profit, of unpledged equipment at June 30, 2013 was $855.1 million. See Note 11 Debt for the form, maturities, and descriptions of Leasing Group debt.

Partially-owned subsidiaries. Debt owed by TRIP Holdings and RIV 2013 and their respective subsidiaries is nonrecourse to Trinity and TILC. Creditors of each of TRIP Holdings and RIV 2013 and their respective subsidiaries have recourse only to the particular subsidiary's assets. TRIP Master Funding equipment with a net book value of $1,100.8 million, excluding deferred profit, resulting from the sale of railcars to TRIP Master Funding, is pledged as collateral for the TRIP Master Funding debt. TRL 2012 equipment with a net book value of $425.2 million, excluding deferred profit, resulting from the sale of railcars to TRL 2012, is pledged solely as collateral for the 2012 secured railcar equipment notes. See Note 5 Partially-Owned Leasing Subsidiaries for a description of TRIP Holdings and RIV 2013.

Off Balance Sheet Arrangements. In prior years, the Leasing Group completed a series of financing transactions whereby railcars were sold to one or more separate independent owner trusts (“Trusts”). Each of the Trusts financed the purchase of the railcars with a combination of debt and equity. In each transaction, the equity participant in the Trust is considered to be the primary beneficiary of the Trust and therefore, the debt related to the Trust is not included as part of the consolidated financial statements. The Leasing Group, through wholly-owned, qualified subsidiaries, leased railcars from the Trusts under operating leases with terms of 22 years, and subleased the railcars to independent third-party customers under shorter term operating rental agreements.

These Leasing Group subsidiaries had total assets as of June 30, 2013 of $207.3 million, including cash of $83.1 million and railcars of $91.0 million. The subsidiaries' cash, railcars, and an interest in each sublease are pledged to collateralize the lease obligations to the Trusts and are included in the consolidated financial statements of the Company. Trinity does not guarantee the performance of the subsidiaries’ lease obligations. Certain ratios and cash deposits must be maintained by the Leasing Group’s subsidiaries in order for excess cash flow, as defined in the agreements, from the lease to third parties to be available to Trinity. Future operating lease obligations of the Leasing Group’s subsidiaries as well as future contractual minimum rental revenues related to these leases due to the Leasing Group are as follows:

	Remaining six months of 2013		2014		2015		2016		2017		Thereafter		Total
	(in millions)
Future operating lease obligations of Trusts’ railcars	$	22.6	$	44.7	$	43.0	$	40.1	$	41.9	$	298.9	$	491.2
Future contractual minimum rental revenues of Trusts’ railcars	$	31.7	$	52.3	$	41.9	$	31.9	$	22.6	$	43.3	$	223.7

Operating Lease Obligations. Future amounts due as well as future contractual minimum rental revenues related to operating leases other than leases discussed above are as follows:

	Remaining six months of 2013		2014		2015		2016		2017		Thereafter		Total
	(in millions)
Future operating lease obligations	$	6.5	$	12.8	$	12.8	$	12.7	$	12.1	$	50.3	$	107.2
Future contractual minimum rental revenues	$	8.3	$	16.0	$	12.4	$	11.4	$	8.9	$	14.5	$	71.5

Operating lease obligations totaling $24.0 million are guaranteed by Trinity Industries, Inc. and certain subsidiaries. See Note 5 of the December 31, 2012 Consolidated Financial Statements filed on Form 10-K for a detailed explanation of these financing transactions.

XML

Other, Net (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Other, net (income) expense
Foreign currency exchange transactions	$ 0.8	$ 0.6	$ 0.5	$ (1.4)
Gain on equity investments	(0.1)	(0.1)	(0.2)	(0.1)
Other	0.2	(0.6)	(2.1)	(1.5)
Other, net	0.9	(0.1)	(1.8)	(3.0)
Component of Other Income, Nonoperating [Line Items]
Income related to the change in fair value of certain equity repurchase agreements			$ 1.7

XML

Income Taxes

6 Months Ended

Jun. 30, 2013

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The provision for income taxes results in effective tax rates that differ from the statutory rates. The following is a reconciliation between the statutory U.S. Federal income tax rate and the Company’s effective income tax rate on income from continuing operations:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Statutory rate	35.0	%	35.0	%	35.0	%	35.0	%
State taxes	2.1		2.0		2.1		2.0
Domestic production activities deduction	(1.5	)	—		(1.0	)	—
Noncontrolling interests income	(1.6	)	—		(0.8	)	—
Tax assessments and settlements	1.2		—		0.6		(1.2	)
Other, net	(0.6	)	0.1		(0.5	)	(0.5	)
Effective rate	34.6	%	37.1	%	35.4	%	35.3	%

Our effective tax rate reflects a current tax benefit available for U.S. manufacturing activity. In May 2013, TRIP Holdings and RIV 2013 elected to be treated as partnerships for income tax purposes and consequently no income tax expense has been provided with respect to income earned after this election attributable to the noncontrolling interests. The immediate tax consequence of the election to be treated as a partnership had a nominal impact to the overall effective tax rate. See Note 5 Partially-Owned Leasing Subsidiaries for a further explanation of activities with respect to TRIP Holdings and RIV 2013.

The IRS field work for our 2006-2008 audit cycle has concluded and all issues, except for transfer pricing, have been agreed upon and tentatively settled. The transfer pricing issue has been appealed and we are working with both the U.S. and Mexican taxing authorities to coordinate taxation. At this time, we cannot determine when the 2006-2008 cycle will close and all issues formally settled. In addition, we are currently under IRS audit for the 2009- 2011 tax years.

We have various subsidiaries in Mexico that file separate tax returns and are subject to examination by taxing authorities at different times. The 2003 tax year of one of our Mexican subsidiaries is still under review and its statute of limitations remains open through June 2014 and its 2007 tax year remains open due to transfer pricing issues. The remaining entities are generally open for their 2008 tax years and forward.

Our two Swiss subsidiaries, one of which is a holding company and the other of which is dormant, have been audited by the taxing authorities through 2008 and 2009. The statute of limitations in Switzerland is generally five years from the end of the tax year, but can be extended up to 15 years in certain cases if the audit has commenced during the original five year period. We also currently have sales offices in Europe and Canada that are subject to various statutes of limitations with regard to their tax status. Generally, states’ statutes of limitations in the U.S. are open from 2003 forward due to the use of tax loss carryforwards in certain jurisdictions.

The change in unrecognized tax benefits for the six months endedJune 30, 2013 and 2012 was as follows:

	Six Months Ended June 30,
	2013			2012
	(in millions)
Beginning balance	$	48.7		$	52.5
Additions for tax positions related to the current year	2.3			2.0
Additions for tax positions of prior years	0.9			—
Reductions for tax positions of prior years	—			(1.1		)
Settlements	—			(3.3		)
Expiration of statute of limitations	(0.1		)	(0.1		)
Ending balance	$	51.8		$	50.0

Additions for tax positions related to the current year in the amounts of $2.3 million and $2.0 million recorded in the six months endedJune 30, 2013 and 2012, respectively, were amounts provided for tax positions that will be taken for Federal and state income tax purposes when we file those tax returns.

Additions for tax positions related to prior years in the amount of $0.9 million recorded in the six months endedJune 30, 2013, were for Federal tax positions taken on the prior year tax returns which the IRS has identified in the current period.

The reduction in tax positions of prior years of $1.1 million for the six months endedJune 30, 2012, was primarily related to new guidance issued in March 2012 by the IRS regarding the capitalization of fixed assets as well as state taxes.

Settlements during six months endedJune 30, 2012 primarily related to the settlement of our 2004-2005 IRS audit as well as the related impact on state tax returns.

The expiration of statute of limitations relates to state taxes where the statute has closed.

The total amount of unrecognized tax benefits including interest and penalties at June 30, 2013 and 2012, that would affect the Company’s overall effective tax rate if recognized was $13.1 million and $17.5 million, respectively. There is a reasonable possibility that unrecognized Federal and state tax benefits will decrease by $1.2 million by June 30, 2014 due to settlements and lapses in statutes of limitations for assessing tax. During the first quarter of 2013, we entered into an agreement with the IRS to extend the statute of limitations to assess tax on our December 31, 2006-2008 tax years. Thus, items that were previously expected to settle during the year ended December 31, 2013 are now expected to settle during the year ended December 31, 2014.

Trinity accounts for interest expense and penalties related to income tax issues as income tax expense. Accordingly, interest expense and penalties associated with an uncertain tax position are included in the income tax provision. The total amount of accrued interest and penalties as of June 30, 2013 and December 31, 2012 was $10.7 million and $10.3 million, respectively. Income tax expense for the three and six months endedJune 30, 2013, included an increase in income tax expense of $0.2 million and $0.4 million, respectively, in interest expense and penalties related to uncertain tax positions. Income tax expense for the three and six months endedJune 30, 2012, included an increase in income tax expense of $0.1 million and a decrease of $0.8 million, respectively, in interest expense and penalties related to uncertain tax positions.

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Debt

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Debt

Debt

The following table summarizes the components of debt as of June 30, 2013 and December 31, 2012:

	June 30, 2013			December 31, 2012
	(in millions)
Manufacturing/Corporate – Recourse:
Revolving credit facility	$	—		$	—
Convertible subordinated notes	450.0			450.0
Less: unamortized discount	(81.0		)	(87.5		)
	369.0			362.5
Other	1.0			1.2
	370.0			363.7
Leasing – Recourse:
Capital lease obligations	43.7			45.8
Term loan	—			48.6
	43.7			94.4
Total recourse debt	413.7			458.1
Leasing – Non-recourse:
Wholly-owned subsidiaries:
2006 secured railcar equipment notes	248.5			255.8
Promissory notes	411.8			424.1
2009 secured railcar equipment notes	204.2			209.2
2010 secured railcar equipment notes	334.2			341.5
TILC warehouse facility	167.4			173.6
	1,366.1			1,404.2
Partially-owned subsidiaries:
2012 secured railcar equipment notes - RIV 2013	327.0			333.8
TRIP Master Funding secured railcar equipment notes	777.4			797.7
TRIP Holdings senior secured notes:
Total outstanding	—			170.0
Less: owned by Trinity	—			(108.8		)
	—			61.2
	1,104.4			1,192.7
Total non–recourse debt	2,470.5			2,596.9
Total debt	$	2,884.2		$	3,055.0

We have a $425.0 million unsecured revolving credit facility that matures on October 20, 2016. As of June 30, 2013, we had letters of credit issued under our revolving credit facility in an aggregate principal amount of $69.9 million, leaving $355.1 million available for borrowing. Other than these letters of credit, there were no borrowings under our revolving credit facility as of June 30, 2013, or for the six month period then ended. Of the outstanding letters of credit as of June 30, 2013, a total of $1.9 million is expected to expire in 2013 and the remainder in 2014. The majority of our letters of credit obligations support the Company’s various insurance programs and generally renew each year. Trinity’s revolving credit facility requires the maintenance of ratios related to minimum interest coverage for the leasing and manufacturing operations and maximum leverage. Borrowings under the credit facility bear interest at Libor plus 1.50% or prime plus 0.50%. As of June 30, 2013, we were in compliance with all such financial covenants.

The Company's 3 7/8% convertible subordinated notes are recorded net of unamortized discount to reflect their underlying economics by capturing the value of the conversion option as borrowing costs. As of June 30, 2013 and December 31, 2012, capital in excess of par value included $92.8 million related to the estimated value of the Convertible Subordinated Notes’ conversion options, in accordance with ASC 470-20. Debt discount recorded in the consolidated balance sheet is being amortized through June 1, 2018 to yield an effective annual interest rate of 8.42% based upon the estimated market interest rate for comparable non-convertible debt as of the issuance date of the Convertible Subordinated Notes. Total interest expense recognized on the Convertible Subordinated Notes for the three and six months endedJune 30, 2013 and 2012 is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(in millions)
Coupon rate interest	$	4.3	$	4.3	$	8.7	$	8.7
Amortized debt discount	3.2		3.0		6.5		6.0
	$	7.5	$	7.3	$	15.2	$	14.7

At June 30, 2013, the Convertible Subordinated Notes were convertible at a price of $50.98 per share resulting in 8,826,991 issuable shares. As of June 30, 2013, if the Convertible Subordinated Notes had been converted, no shares would have been issued since the trading price of the Company’s common stock was below the conversion price of the Convertible Subordinated Notes. The Company has not entered into any derivatives transactions associated with these notes.

The $475.0 million TILC warehouse loan facility, established to finance railcars owned by TILC, had $167.4 million outstanding and $307.6 million available as of June 30, 2013. The warehouse loan is a non-recourse obligation secured by a portfolio of railcars and operating leases, certain cash reserves, and other assets acquired and owned by the warehouse loan facility. The principal and interest of this indebtedness are paid from the cash flows of the underlying leases. Advances under the facility bear interest at a defined index rate plus a margin, for an all-in interest rate of 1.95% at June 30, 2013. In June 2013, the warehouse loan facility was renewed and extended through June 2015. Amounts outstanding at maturity, absent renewal, will be payable in three installments in December 2015, June 2016, and December 2016.

The Company's term loan agreement was repaid in full in March 2013.

The TRIP Holdings senior secured notes were repaid in full in May 2013. See Note 5 Partially-Owned Leasing Subsidiaries for further explanation.

On August 1, 2013, TRL 2012 issued $183.4 million in aggregate principal amount of Series 2013-1 Secured Railcar Equipment Notes pursuant to the Master Indenture between TRL 2012 and Wilmington Trust Company, as indenture trustee, with regard to the 2012 secured railcar equipment notes . The 2013-1 Secured Railcar Equipment Notes bear interest at a fixed rate of 3.9%, are payable monthly, and have a stated final maturity date of July 15, 2043. The 2013-1 Secured Railcar Equipment Notes are obligations of TRL 2012 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL 2012.

Terms and conditions of other debt, including recourse and non-recourse provisions, are described in Note 11 of the December 31, 2012 Consolidated Financial Statements filed on Form 10-K.

The remaining principal payments under existing debt agreements as of June 30, 2013 are as follows:

	Remaining six months of 2013		2014		2015		2016		2017		Thereafter
	(in millions)
Recourse:
Manufacturing/Corporate	$	0.2	$	0.2	$	0.2	$	0.2	$	0.2	$	450.0
Leasing – capital lease obligations (Note 6)	1.5		3.1		3.3		3.5		3.7		28.6
Non-recourse – leasing (Note 6):
2006 secured railcar equipment notes	7.9		16.9		18.6		21.9		24.1		159.1
Promissory notes	14.5		25.4		22.7		349.2		—		—
2009 secured railcar equipment notes	5.2		9.9		9.6		6.5		6.3		166.7
2010 secured railcar equipment notes	7.3		14.0		15.3		15.0		13.7		268.9
TILC warehouse facility - facility termination payments	—		—		55.8		111.6		—		—
2012 secured railcar equipment notes - RIV 2013	8.4		16.6		15.7		15.9		13.8		256.6
TRIP Master Funding secured railcar equipment notes	20.6		40.1		35.7		29.3		20.4		631.3
Total principal payments	$	65.6	$	126.2	$	176.9	$	553.1	$	82.2	$	1,961.2

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Document and Entity Information	6 Months Ended
	Jun. 30, 2013	Jul. 15, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	TRINITY INDUSTRIES INC
Entity Central Index Key	0000099780
Document Type	10-Q
Document Period End Date	Jun. 30, 2013
Amendment Flag	false
Document Fiscal Year Focus	2013
Document Fiscal Period	Q2
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		78,607,049

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Other, Net

6 Months Ended

Jun. 30, 2013

Other Income and Expenses [Abstract]

Other, Net

Other, Net

Other, net (income) expense consists of the following items:

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(in millions)
Foreign currency exchange transactions	$	0.8		$	0.6		$	0.5		$	(1.4	)
Gain on equity investments	(0.1		)	(0.1		)	(0.2		)	(0.1		)
Other	0.2			(0.6		)	(2.1		)	(1.5		)
Other, net	$	0.9		$	(0.1	)	$	(1.8	)	$	(3.0	)

Other for the six months endedJune 30, 2013 includes $1.7 million in income related to the change in fair value of certain equity repurchase agreements with an investor in TRIP Holdings. See Note 3 Fair Value Accounting and Note 5 Partially-Owned Leasing Subsidiaries.

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Property, Plant, and Equipment (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012
Components of property, plant, and equipment
Less accumulated depreciation	$ (1,441.8)	[1]	$ (1,343.0)
Property, plant, and equipment, net before adjustment to net deferred profit	5,197.2		4,861.7
Net deferred profit on railcars sold to the Leasing Group	(612.6)		(562.7)
Property, plant, and equipment, net	4,584.6	[1]	4,299.0
Partially-owned subsidiaries
Components of property, plant, and equipment
Less accumulated depreciation	(177.0)	[1]	(153.8)
Manufacturing/Corporate
Components of property, plant, and equipment
Property, plant and equipment	1,362.9		1,260.1
Less accumulated depreciation	(752.5)		(720.8)
Property, plant, and equipment, net before adjustment to net deferred profit	610.4		539.3
Net deferred profit on railcars sold to the Leasing Group	0		0
Property, plant, and equipment, net	610.4		539.3
Leasing Group | Wholly-owned subsidiaries
Components of property, plant, and equipment
Property, plant and equipment	3,573.1		3,241.5
Less accumulated depreciation	(512.3)		(468.4)
Property, plant, and equipment, net before adjustment to net deferred profit	3,060.8		2,773.1
Net deferred profit on railcars sold to the Leasing Group	(376.5)		(381.8)
Property, plant, and equipment, net	2,684.3		2,391.3
Leasing Group | Partially-owned subsidiaries
Components of property, plant, and equipment
Property, plant, and equipment, net before adjustment to net deferred profit	1,526.0		1,549.3
Net deferred profit on railcars sold to the Leasing Group	(236.1)		(180.9)
Property, plant, and equipment, net	1,289.9		1,368.4
Land | Manufacturing/Corporate
Components of property, plant, and equipment
Property, plant and equipment	40.9		37.7
Buildings and improvements | Manufacturing/Corporate
Components of property, plant, and equipment
Property, plant and equipment	442.1		431.0
Machinery and other | Manufacturing/Corporate
Components of property, plant, and equipment
Property, plant and equipment	832.0		745.3
Machinery and other | Leasing Group | Wholly-owned subsidiaries
Components of property, plant, and equipment
Property, plant and equipment	9.8		9.6
Construction in progress | Manufacturing/Corporate
Components of property, plant, and equipment
Property, plant and equipment	47.9		46.1
Equipment on lease | Leasing Group | Wholly-owned subsidiaries
Components of property, plant, and equipment
Property, plant and equipment	3,563.3		3,231.9
Equipment on lease | Leasing Group | Partially-owned subsidiaries
Components of property, plant, and equipment
Property, plant and equipment	1,703.0		1,703.1
Less accumulated depreciation	$ (177.0)		$ (153.8)

[1] (unaudited)

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Derivative Instruments (Details Textual) (USD $) In Millions, unless otherwise specified			6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2013 Designated as hedging instrument Expired hedges 2006 secured railcar equipment notes		Jun. 30, 2013 Designated as hedging instrument Expired hedges Promissory notes		Jun. 30, 2013 Designated as hedging instrument Expired hedges TRIP Holdings warehouse loan		Jun. 30, 2013 Designated as hedging instrument Open hedges Promissory notes		Jun. 30, 2013 Designated as hedging instrument Open hedges TRIP Master Funding secured railcar equipment notes		Jul. 31, 2011 Designated as hedging instrument Open hedges TRIP Master Funding secured railcar equipment notes	Jun. 30, 2013 Designated as hedging instrument Foreign exchange hedges
Derivative Instruments (Textual) [Abstract]
Interest rate swap, notional amount			$ 200.0		$ 370.0		$ 788.5		$ 428.1		$ 72.8		$ 94.1
Changes in fair value of cash flow hedges which is being amortized to income			4.5		(24.5)
Expected effect during next twelve months			(0.3)	[1]	3.0	[1]	5.2	[1]	16.1	[1]	1.6	[1]
Remaining AOCL balance of foreign exchange hedges with quarterly maturities	$ (20.2)	$ (34.8)	$ 1.8		$ (5.6)		$ (14.1)		$ (26.8)		$ (1.2)			$ 0

[1] Based on the fair value of open hedges as of June 30, 2013