8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): July 31, 2013

Trinity Industries, Inc.

__________________________________________

(Exact name of registrant as specified in its charter)

Delaware	1-6903	75-0225040
(State or other jurisdiction of incorporation	(Commission File No.)	(I.R.S. Employer Identification No.)
2525 Stemmons Freeway, Dallas, Texas		75207-2401
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: 214-631-4420

Not Applicable

______________________________________________

Former name or former address, if changed since last report

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

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

The Registrant hereby furnishes the information set forth in its News Release, dated July 31, 2013, announcing operating results for the three and six month periods ended June 30, 2013, a copy of which is furnished as exhibit 99.1 and incorporated herein by reference. On August 1, 2013, the Registrant held a conference call and web cast with respect to its financial results for the three and six month periods ended June 30, 2013. The conference call scripts of Gail M. Peck, Vice President and Treasurer; Timothy R. Wallace, Chairman, Chief Executive Officer, and President; William A. McWhirter II, Senior Vice President and Group President of the Construction Products, Energy Equipment and Inland Barge Groups; D. Stephen Menzies, Senior Vice President and Group President of the Rail and Railcar Leasing Groups; and James E. Perry, Senior Vice President and Chief Financial Officer are furnished as exhibits 99.2, 99.3, 99.4, 99.5, and 99.6, respectively, and incorporated herein by reference.

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

Item 7.01 Regulation FD Disclosure.

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

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

Item 9.01 Financial Statements and Exhibits.

(a) - (c) Not applicable.

(d) Exhibits:

Exhibit No. / Description

99.1 News Release dated July 31, 2013 with respect to the operating results for the three and six month periods ended June 30, 2013.

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

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

99.4 Conference call script of August 1, 2013 of William A. McWhirter II, Senior Vice President and Group President of the Construction Products, Energy Equipment and Inland Barge Groups.

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

99.6 Conference call script of August 1, 2013 of James E. Perry, Senior Vice President and Chief Financial Officer.

SIGNATURES

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

	Trinity Industries, Inc.
August 1, 2013	By:	/s/ James E. Perry
		Name: James E. Perry
		Title: Senior Vice President and Chief Financial Officer

Exhibit Index
Exhibit No.	Description
99.1	News Release dated July 31, 2013 with respect to the operating results for the three and six month periods ended June 30, 2013
99.2	Conference call script of August 1, 2013 of Gail M. Peck, Vice President and Treasurer
99.3	Conference call script of August 1, 2013 of Timothy R. Wallace, Chairman, Chief Executive Officer, and President.
99.4	Conference call script of August 1, 2013 of William A. McWhirter II, Senior Vice President and Group President of the Construction Products, Energy Equipment and Inland Barge Groups.
99.5	Conference call script of August 1, 2013 of D. Stephen Menzies, Senior Vice President and Group President of the Rail and Railcar Leasing Groups.
99.6	Conference call script of August 1, 2013 of James E. Perry, Senior Vice President and Chief Financial Officer.

EX-99.1

Exhibit 99.1

NEWS RELEASE

Investor Contact:

Jessica Greiner

Director of Investor Relations

Trinity Industries, Inc.    

214/631-4420

FOR IMMEDIATE RELEASE

Trinity Industries, Inc. Reports Strong Second Quarter 2013 Results and

Increases Full Year 2013 Earnings Guidance

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

• Second quarter earnings per share of $1.06, a 26% increase year-over-year

• Anticipates full year 2013 earnings per common diluted share of between $4.20 and $4.40, compared to its previous full year 2013 earnings guidance of between $3.80 and $4.05

• Rail Group receives orders for 5,000 new railcars during the second quarter, resulting in a backlog of 40,665 units with a value of $5.1 billion

• Inland Barge Group receives orders with a value of $231 million, resulting in a backlog with a value of $564 million

• Leasing Group forms new $1 billion railcar leasing joint venture, RIV 2013

• Company repurchases approximately 1.3 million shares of its common stock during the quarter at a cost of $49.9 million

• Available liquidity at the end of the second quarter in excess of $1.1 billion

Trinity Industries, Inc. reported net income attributable to Trinity stockholders of $84.0 million, or $1.06 per common diluted share, for the second quarter ended June 30, 2013. Net income for the same quarter of 2012 was $67.8 million, or $0.84 per common diluted share. Second quarter 2013 results benefitted from a lower effective tax rate of 34.6% compared to 37.1% last year due to tax benefits resulting from domestic production activities and the tax treatment of the Company's noncontrolling interests.

Revenues for the second quarter of 2013 increased 7% to $1.1 billion compared to revenues of $995.5 million for the same quarter of 2012. The Company reported an operating profit of $183.4 million in the second quarter of 2013, a 20% increase compared to an operating profit of $152.5 million for the same quarter last year.

“As reflected by our consolidated results, Trinity maintained its positive momentum during the second quarter, and we expect this trend to continue throughout the year,” said Timothy R. Wallace, Trinity's Chairman, CEO, and President. “Our Rail Group, Energy Equipment Group, and Construction Products Group each recorded solid operating results compared to prior quarters. I am pleased with their results. We continued to receive orders for products that serve the oil, gas, and chemical industries. The amount of backlog visibility we have in our major businesses provides us opportunities to continue to generate additional operating efficiencies.  Our outlook for the future remains positive."

1

Business Group Results

In the second quarter of 2013, the Rail Group reported revenues of $668.0 million and a record operating profit of $107.9 million, an increase compared to the second quarter of 2012 of 29% and 104%, respectively. The Rail Group shipped 5,600 railcars and received orders for 5,000 railcars during the second quarter. The Rail Group backlog remained at $5.1 billion at June 30, 2013, representing 40,665 railcars, compared to a backlog of $5.1 billion as of March 31, 2013, representing 41,265 railcars.

During the second quarter of 2013, the Railcar Leasing and Management Services Group reported leasing and management revenues of $150.7 million compared to $132.0 million in the second quarter of 2012 due to continued growth in the lease fleet and higher rental rates. In addition, the Group recognized revenue of $18.9 million from sales of railcars from the lease fleet owned for less than a year during the second quarter compared to $62.2 million in the second quarter of 2012. Proceeds from the sale of railcars from the lease fleet owned for more than a year at the time of sale are not included in revenue and totaled $8.5 million in the second quarter of 2013 and $7.6 million in the second quarter of 2012. Operating profit for this Group was $75.7 million for the second quarter of 2013 compared to an operating profit of $76.4 million during the second quarter of 2012. Included in the operating results for the second quarter of 2013 was $4.7 million of profit from railcar sales totaling $27.4 million compared to $15.1 million of profit from railcar sales totaling $69.8 million for the same period last year. Operating profit from operations increased for the three months ended June 30, 2013 compared to the same period last year primarily due to higher rental rates and lease fleet growth.

As announced in May, through a partnership with long-term institutional investors, the Company launched a new railcar leasing joint venture, RIV 2013 Rail Holdings LLC (“RIV 2013”), to acquire approximately $1 billion of railcars, primarily a combination of new railcars manufactured by Trinity Rail Group, LLC and existing railcars from Trinity Industries Leasing Company (“TILC”) or one of its subsidiaries. The Company also completed the final phase of the long-term recapitalization of TRIP Rail Holdings LLC (“TRIP”), another railcar leasing joint venture managed by the Company. A total of $412 million in new external equity capital was raised to purchase a 69% interest in RIV 2013 and a 55% interest in TRIP. The Company, through TILC, owns the remaining 31% equity interest in RIV 2013 and 45% equity interest in TRIP.  

The Inland Barge Group reported revenues of $150.0 million compared to revenues of $173.9 million in the second quarter of 2012. Operating profit for this Group was $20.9 million in the second quarter of 2013 compared to $36.6 million in the second quarter of 2012.The decrease in revenues and operating profit was due to a change in the mix of hopper barge types and softer pricing. In addition, last year's results included the delivery of an order of specialty barges during the quarter. The Inland Barge Group received orders of $230.6 million during the second quarter of 2013, and as of June 30, 2013 had a backlog of $563.6 million compared to a backlog of $483.0 million as of March 31, 2013.

The Energy Equipment Group reported revenues of $152.5 million in the second quarter of 2013 compared to revenues of $130.7 million in the same quarter of 2012. Revenues increased compared to the same period in 2012 due to increased demand for storage container vessels offset slightly by a change in product mix in our structural wind tower business. Operating profit for the second quarter of 2013 increased to $14.3 million compared to $4.0 million in the same quarter last year due to manufacturing challenges that negatively impacted the Group's 2012 results. The Company received orders for $22.0 million of structural wind towers during the quarter, resulting in a backlog for structural wind towers as of June 30, 2013 of $642.9 million compared to $670.9 million as of March 31, 2013. Approximately $412.5 million of this backlog is subject to litigation with a customer for the customer's breach of a long-term supply contract for the manufacture of towers.

2

Revenues in the Construction Products Group were $154.5 million in the second quarter of 2013 compared to revenues of $123.9 million in the second quarter of 2012. The Group recorded an operating profit of $19.0 million in the second quarter of 2013 compared to an operating profit of $12.8 million in the second quarter of 2012. The increase in revenues and operating profit for the second quarter of 2013 compared to the same period in 2012 was primarily due to higher acquisition-related volumes and production efficiencies in our Aggregates product line. In March 2013, the Company completed the sale of its remaining ready-mix concrete operations which have been historically reported as a component of the Construction Products Group. This divestiture is considered a discontinued operation and, accordingly, the effects of its operations have been excluded from the Construction Products Group for financial reporting purposes.

At June 30, 2013, the Company had cash and marketable securities of $447.9 million. When combined with capacity under committed credit facilities, the Company had more than $1.1 billion of available liquidity at the end of the second quarter.

Earnings Outlook

For the full year of 2013, the Company anticipates total earnings per common diluted share, including the effects of discontinued operations, of between $4.20 and $4.40 compared to full year earnings per common diluted share of $3.19 in 2012. Results for the full year 2013 could be impacted by a number of factors, including, among others: the operating leverage and efficiencies that can be achieved by the Company's manufacturing businesses; the level of sales and profitability of railcars; the amount of profit eliminations due to railcar additions to the Leasing Group; and the impact of weather conditions.

Share Repurchase and Dividend Activity

During the quarter, the Company repurchased approximately 1.3 million shares of common stock under its share repurchase authorization at a cost of $49.9 million leaving $150.1 million remaining under its current authorization through December 31, 2014. Additionally, as previously reported in May, the Company declared an 18% increase in its quarterly dividend to 13 cents per common share, payable on July 31, 2013 to shareholders of record on July 15, 2013.

Conference Call

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

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

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

3

looking statements, see “Forward-Looking Statements” in the Company's Annual Report on Form 10-K for the most recent fiscal year.

- TABLES TO FOLLOW -

4

Trinity Industries, Inc.

Condensed Consolidated Income Statements

(in millions, except per share amounts)

(unaudited)

	Three Months Ended June 30,
	2013			2012
Revenues	$	1,066.1		$	995.5
Operating costs:
Cost of revenues	812.2			792.3
Selling, engineering, and administrative expenses	71.5			53.0
(Gain)/loss on disposition of property, plant, and equipment:
Net gains on lease fleet sales	(1.2		)	(1.6		)
Other	0.2			(0.7		)
	882.7			843.0
Operating profit	183.4			152.5
Interest expense, net	46.1			47.5
Other (income) expense	0.9			(0.1		)
Income before income taxes	136.4			105.1
Provision for income taxes	47.2			39.0
Net income from continuing operations	89.2			66.1
Net gain on sale of discontinued operations	0.1			—
Net income (loss) from discontinued operations	(1.1		)	1.4
Net income	88.2			67.5
Net income (loss) attributable to noncontrolling interest	4.2			(0.3		)
Net income attributable to Trinity Industries, Inc.	$	84.0		$	67.8
Net income attributable to Trinity Industries, Inc. per common share:
Basic
Continuing operations	$	1.07		$	0.82
Discontinued operations	(0.01		)	0.02
	$	1.06		$	0.84
Diluted
Continuing operations	$	1.07		$	0.82
Discontinued operations	(0.01		)	0.02
	$	1.06		$	0.84
Weighted average number of shares outstanding:
Basic	77.0			77.7
Diluted	77.1			77.9

Proceeds from the sales of railcars from the lease fleet owned more than one year at the time of sale were $8.5 million and $7.6 million for the three months endedJune 30, 2013 and 2012, respectively.Operating profit from sales of railcars owned one year or less at the time of sale was $3.5 million and $13.5 million for the three months endedJune 30, 2013 and 2012, respectively. Amounts previously reported have been adjusted to exclude discontinued operations resulting from the sale of the Company's ready-mix concrete operations.

5

Trinity Industries, Inc.

Condensed Consolidated Income Statements

(in millions, except per share amounts)

(unaudited)

	Six Months Ended June 30,
	2013			2012
Revenues	$	1,999.0		$	1,891.7
Operating costs:
Cost of revenues	1,523.3			1,522.5
Selling, engineering, and administrative expenses	140.5			103.7
(Gain)/loss on disposition of property, plant, and equipment:
Net gains on lease fleet sales	(8.0		)	(5.3		)
Other	0.3			(4.4		)
	1,656.1			1,616.5
Operating profit	342.9			275.2
Interest expense, net	94.9			95.0
Other (income) expense	(1.8		)	(3.0		)
Income before income taxes	249.8			183.2
Provision for income taxes	88.4			64.7
Net income from continuing operations	161.4			118.5
Net gain on sale of discontinued operations	7.1			—
Net income (loss) from discontinued operations	(1.5		)	1.3
Net income	167.0			119.8
Net income (loss) attributable to noncontrolling interest	3.9			(0.9		)
Net income attributable to Trinity Industries, Inc.	$	163.1		$	120.7
Net income attributable to Trinity Industries, Inc. per common share:
Basic
Continuing operations	$	1.98		$	1.49
Discontinued operations	0.07			0.01
	$	2.05		$	1.50
Diluted
Continuing operations	$	1.98		$	1.49
Discontinued operations	0.07			0.01
	$	2.05		$	1.50
Weighted average number of shares outstanding:
Basic	77.0			77.7
Diluted	77.1			77.9

Proceeds from the sales of railcars from the lease fleet owned more than one year at the time of sale were $39.1 million and $34.1 million for the six months endedJune 30, 2013 and 2012, respectively.Operating profit from sales of railcars owned one year or less at the time of sale was $3.5 million and $16.4 million for the six months endedJune 30, 2013 and 2012, respectively. Amounts previously reported have been adjusted to exclude discontinued operations resulting from the sale of the Company's ready-mix concrete operations.

6

Trinity Industries, Inc.

Condensed Segment Data

(in millions)

(unaudited)

	Three Months Ended June 30,
Revenues:	2013			2012
Rail Group	$	668.0		$	516.9
Construction Products Group	154.5			123.9
Inland Barge Group	150.0			173.9
Energy Equipment Group	152.5			130.7
Railcar Leasing and Management Services Group	169.6			194.2
All Other	21.7			20.8
Eliminations - lease subsidiary	(189.5		)	(132.3		)
Eliminations - other	(60.7		)	(32.6		)
Consolidated Total	$	1,066.1		$	995.5
	Three Months Ended June 30,
Operating profit (loss):	2013			2012
Rail Group	$	107.9		$	53.0
Construction Products Group	19.0			12.8
Inland Barge Group	20.9			36.6
Energy Equipment Group	14.3			4.0
Railcar Leasing and Management Services Group	75.7			76.4
All Other	(3.8		)	(6.3		)
Corporate	(15.5		)	(9.6		)
Eliminations - lease subsidiary	(34.7		)	(12.2		)
Eliminations - other	(0.4		)	(2.2		)
Consolidated Total	$	183.4		$	152.5

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

7

Trinity Industries, Inc.

Condensed Segment Data

(in millions)

(unaudited)

	Six Months Ended June 30,
Revenues:	2013			2012
Rail Group	$	1,293.5		$	984.0
Construction Products Group	258.3			249.8
Inland Barge Group	297.4			343.3
Energy Equipment Group	307.2			255.7
Railcar Leasing and Management Services Group	304.0			336.5
All Other	41.0			36.5
Eliminations - lease subsidiary	(387.5		)	(254.9		)
Eliminations - other	(114.9		)	(59.2		)
Consolidated Total	$	1,999.0		$	1,891.7
	Six Months Ended June 30,
Operating profit (loss):	2013			2012
Rail Group	$	210.8		$	93.1
Construction Products Group	26.7			23.9
Inland Barge Group	45.2			66.6
Energy Equipment Group	29.2			0.2
Railcar Leasing and Management Services Group	137.3			142.9
All Other	(6.4		)	(5.1		)
Corporate	(32.1		)	(21.2		)
Eliminations - lease subsidiary	(67.1		)	(23.1		)
Eliminations - other	(0.7		)	(2.1		)
Consolidated Total	$	342.9		$	275.2

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

8

Trinity Industries, Inc.

Condensed Consolidated Balance Sheets

(in millions)

(unaudited)

	June 30, 2013		December 31, 2012
Cash and cash equivalents	$	388.0	$	573.0
Short-term marketable securities	59.9		—
Receivables, net of allowance	386.4		390.0
Inventories	738.9		667.7
Restricted cash	227.0		223.2
Net property, plant, and equipment	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
Accounts payable	$	187.2	$	188.2
Accrued liabilities	590.5		583.1
Debt, net of unamortized discount of $81.0 and $87.5	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
Stockholders' equity	2,474.3		2,137.6
	$	6,900.7	$	6,669.9

9

Trinity Industries, Inc.

Additional Balance Sheet Information

(in millions)

(unaudited)

	June 30, 2013			December 31, 2012
Property, Plant, and Equipment
Corporate/Manufacturing:
Property, plant, and equipment	$	1,362.9		$	1,260.1
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
Accumulated depreciation	(512.3		)	(468.4		)
	3,060.8			2,773.1
Partially-owned subsidiaries:
Equipment on lease	1,703.0			1,703.1
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		)
	(612.6		)	(562.7		)
	$	4,584.6		$	4,299.0
Leasing portfolio information:
Portfolio size (number of railcars)	74,065			71,455
Portfolio utilization	98.7		%	98.6		%

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.

10

Trinity Industries, Inc.

Additional Balance Sheet Information

(in millions)

(unaudited)

	June 30, 2013			December 31, 2012
Debt
Corporate/Manufacturing - 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:
Wholly-owned subsidiaries:
Recourse:
Capital lease obligations	43.7			45.8
Term loan	—			48.6
	43.7			94.4
Non-recourse:
Secured railcar equipment notes	786.9			806.5
Warehouse facility	167.4			173.6
Promissory notes	411.8			424.1
	1,366.1			1,404.2
Partially-owned subsidiaries - Non-recourse:
Senior secured notes	—			170.0
Less: Owned by Trinity	—			(108.8		)
	—			61.2
Secured railcar equipment notes	1,104.4			1,131.5
	1,104.4			1,192.7
	$	2,884.2		$	3,055.0

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.

11

Trinity Industries, Inc.

Additional Balance Sheet Information

(in millions)

(unaudited)

	June 30, 2013			December 31, 2012
Leasing Debt Summary
Total Recourse Debt	$	43.7		$	94.4
Total Non-Recourse Debt(1)	2,470.5			2,596.9
	$	2,514.2		$	2,691.3
Total Leasing Debt
Wholly-owned subsidiaries	$	1,409.8		$	1,498.6
Partially-owned subsidiaries(1)	1,104.4			1,192.7
	$	2,514.2		$	2,691.3
Equipment on Lease(2)
Wholly-owned subsidiaries	$	3,060.8		$	2,773.1
Partially-owned subsidiaries	1,526.0			1,549.3
	$	4,586.8		$	4,322.4
Total Leasing Debt as a % of Equipment on Lease
Wholly-owned subsidiaries	46.1		%	54.0		%
Partially-owned subsidiaries	72.4		%	77.0		%
Combined	54.8		%	62.3		%

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.

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

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

12

Trinity Industries, Inc.

Earnings per Share Calculation

(in millions, except per share amounts)

(unaudited)

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

	Three Months Ended June 30, 2013							Three Months Ended June 30, 2012
	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
	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 (loss) from discontinued operations, net of taxes	$	5.6					$	1.3
Unvested restricted share participation	(0.2		)				(0.3		)
Net income (loss) 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 (loss) from discontinued operations, net of taxes - diluted	$	5.4		77.1	$	0.07	$	1.0		77.9	$	0.01

13

Trinity Industries, Inc.

Reconciliation of EBITDA

(in millions)

(unaudited)

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

	Three Months Ended June 30,
	2013		2012
Net income from continuing operations	$	89.2	$	66.1
Add:
Interest expense	46.5		47.9
Provision for income taxes	47.2		39.0
Depreciation and amortization expense	52.4		48.2
Earnings from continuing operations before interest expense, income taxes, and depreciation and amortization expense	$	235.3	$	201.2

	Six Months Ended June 30,
	2013		2012
Net income from continuing operations	$	161.4	$	118.5
Add:
Interest expense	95.7		95.8
Provision for income taxes	88.4		64.7
Depreciation and amortization expense	102.4		95.8
Earnings from continuing operations before interest expense, income taxes, and depreciation and amortization expense	$	447.9	$	374.8

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

- END -

14

EX-99.2

Exhibit 99.2

Trinity Industries, Inc.

Earnings Release Conference Call

Comments of Gail M. Peck

Vice President and Treasurer

August 1, 2013

Thank you, Aaron. Good morning everyone. Welcome to the Trinity Industries' second quarter 2013 results conference call. I'm Gail Peck, Vice President and Treasurer of Trinity. Thank you for joining us today.

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

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

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

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

Tim

Bill

Steve

James

Q&A Session

That concludes today's conference call. A replay of this call will be available after one o'clock eastern standard time today through midnight on August 8, 2013. The access number is (402) 220-0116. Also the replay will be available on the website located at www.trin.net. We look forward to visiting with you again on our next conference call. Thank you for joining us this morning.

EX-99.3

Exhibit 99.3

Trinity Industries, Inc.

Earnings Release Conference Call

Comments of Timothy R. Wallace

Chairman, Chief Executive Officer, and President

August 1, 2013

Thank you, Gail and good morning everyone.

I am pleased with our strong financial results for the second quarter and the successful launch in May of our new railcar leasing joint venture.  This joint venture enhances our financial flexibility and provides us another option for financing the growth of our Railcar Leasing business.

Our Rail Group had a great 2^nd quarter. They have a large amount of positive momentum occurring at this time. I continue to be impressed with their ability to produce strong financial results while converting manufacturing space and making line changeovers.

Our Inland Barge Group's financial results were in line with our expectations. They are currently repositioning some manufacturing capacity from dry cargo barges to tank barges. This conversion will enhance their manufacturing flexibility.

The 2^nd quarter financial performance of our Energy Equipment Group improved considerably over the same quarter last year. Demand for containers that store energy related products remains strong and our structural wind towers business continues to improve. 

I am pleased with the results we are obtaining from our efforts to reposition our Construction Products Group. The integration of our recently acquired trench shoring business along with the integration of our new aggregates business positively impacted the second quarter financial performance of the Construction Products Group.

I continue to be pleased with the results we are obtaining from the manufacturing facilities we acquired late last year that are now operating as multi-purpose facilities. For example, in one plant, we are manufacturing wind towers, railcars and containers for energy products. We will continue to devote resources to identify and pursue additional opportunities to expand and enhance our manufacturing flexibility.   

One of Trinity's key differentiating strengths is the ability of our businesses to work together to create value by leveraging their combined expertise, competencies, and manufacturing capacity to produce products with a strong demand.  The enterprise-wide integration of our business platforms gives us a bird's eye view of our markets. This viewpoint helps us pursue opportunities to deploy our resources in ways that better serve our customers and enhance shareholder value. Such is the case in the energy markets today. We are continuing to build momentum to serve customers in the oil, gas and chemical industries. We plan to continue to expand and enhance our competencies so that we can grow our base of customers in the energy markets.

I am highly optimistic about Trinity's future. Sustainable progress drives our business activities and is the fuel that enables us to continually raise our performance standards. Trinity's financial health has never been better. The backlog visibility in our major businesses should position them to continue to generate additional operating efficiencies. Our operating business platforms continue to

build momentum and our employees are creating value through a number of collaborative initiatives. We are continuing to invest resources to identify and pursue opportunities to add new businesses to our portfolio.

We are looking for businesses with additional competencies and products that fits within our portfolio of businesses. 

Our corporate vision is to become a premier, diversified industrial company that provides superior products and services to customers, while generating high-quality earnings and returns for shareholders. We are making significant progress toward accomplishing our vision as a result of the quality and talents of our people, the strength of our businesses, the depth of our operational capabilities, and our commitment to excellence and continuous improvement.

 I'll now turn it over to Bill for his comments.

EX-99.4

Exhibit 99.4

Trinity Industries, Inc.

Earnings Release Conference Call

Comments of William A. McWhirter II,

Senior Vice President and Group President

Construction Products, Energy Equipment and Inland Barge Groups

August 1, 2013

Thank you Tim and good morning everyone.

Our Energy Equipment Group's revenues for the second quarter increased approximately 17% year-over-year primarily due to increased shipments of energy containers and other related products. The group reported an operating profit of $14.3 million and a margin of 9.4%. These results reflect significant improvement in year-over-year performance following the manufacturing challenges we experienced in our wind towers business last year.

During the quarter, we received $22 million in new structural wind tower orders. The wind tower industry is gaining momentum since the IRS clarified the qualifications for the Production Tax Credit. Quoting activity has increased, and we are well-positioned to obtain orders. We continue to monitor our production capacity and are prepared to adjust in response to changes in market demand.

Demand for bulk storage containers to hold energy related products is continuing to build. We are actively looking at opportunities to further expand our product portfolio in this market.

Our Construction Products Group generated an operating profit of $19.0 million during the second quarter, a 48% increase compared to the same quarter a year ago. The improved revenue and profit performance is a direct result of the repositioning efforts underway to align the group's product lines with those that have more consistent demand drivers. We are pleased with the integration of the recently acquired lightweight aggregates and trench shoring businesses, both of which contributed nicely to the second quarter results. These businesses serve markets directly related to infrastructure replacement and expansion.

The highway products market continues to be constrained by tight state budgets. We expect demand for highway products to remain relatively slow until there is an improvement in funding at both the state and federal level. In anticipation of an eventual recovery and the significant need to upgrade the infrastructure system in the United States, we will continue to pursue growth opportunities in this market.

Our Inland Barge Group experienced a year-over-year decline in both revenue and profits resulting from softer pricing on hopper barges, coupled with the delivery of a specialty barge order in the second quarter of last year, which enhanced earnings.

Demand for hopper barges continues to be weak. Many hopper barges are idled due to reduced coal and grain shipments. We are watching these markets closely and are positioned for a pickup in activity. In the meantime, we are slowing operations at one of our hopper barge facilities.

During the quarter, we secured $231 million in new barge orders, increasing our backlog to $564 million at the end of June. The vast majority of the orders support the movement of petroleum and chemical products.

As we discussed on our last call, in response to the strong demand for tank barges we are enhancing one of our tank barge facilities to accommodate a few additional production slots. We expect those

improvements to be completed by the end of summer. In addition, we are in the process of repositioning a hopper barge facility to manufacture smaller tank barges.

Overall, I am pleased with the performance of our business unit teams. We remain focused on organic and external business opportunities that provide products which support the infrastructure market.

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

EX-99.5

Exhibit 99.5

Trinity Industries, Inc.

Earnings Release Conference Call

Comments of D. Stephen Menzies

Senior Vice President and Group President

Rail and Railcar Leasing Groups

August 1, 2013

Thank you, Bill, good morning!

I am very pleased with the operating performance of our Rail and Leasing Groups during the second quarter. Record operating profit driven by increased railcar shipments for the Rail Group, combined with higher operating profit from operations and improved fleet utilization for the Leasing Group, reflect the focused efforts of our dedicated TrinityRail team and the benefits of our integrated manufacturing and leasing business model.

Our Leasing Group continues to generate strong returns and contribute steady cash flows to the Company. Operating profit from operations increased 16% compared to the 2nd quarter of 2012 due to lease fleet additions and higher lease rates for railcars serving the oil, gas, and chemicals industries. Our lease fleet utilization at the end of the second quarter was 98.7%, up slightly from the previous quarter due to increased demand for both large and small covered hoppers. We sold a small group of railcars during the quarter as we continued to strategically manage our lease portfolio. While the secondary market remains active, we do not currently forecast additional lease fleet sales in 2013.

During the second quarter, we added approximately 1,600 new railcars to our wholly-owned lease fleet portfolio. Our total lease portfolio, including partially-owned subsidiaries, now stands at approximately 74,065 railcars, an increase of 5% year-over-year. At the end of the quarter, approximately 17% of the units in our railcar order backlog - with a total value of $880 million - were slated for customers of our leasing business.

The formation of our newly announced railcar leasing joint venture is very exciting. RIV-2013 brings additional capital resources to Trinity and increases TrinityRail's flexibility to respond to customer needs for leased railcars. Having the capital resources to meet the leasing needs of industrial shippers through our partnerships with long term, equity investors is a competitive advantage. Our financial flexibility, much like our operating flexibility in manufacturing, allows us to respond effectively to customer demand.

During the second quarter, the Rail Group delivered 5,600 railcars and generated our highest ever quarterly operating profit for the second consecutive quarter. In spite of line changeovers during the quarter, operating efficiencies continued to advance throughout the quarter resulting from a consistent product mix and a well-trained, more productive work force. As a result of these operating improvements and a broadening of demand for freight railcars, we have increased our delivery guidance for 2013 to between 23,000 - 24,500 railcars.

North American railcar orders in the second quarter reflected improving demand for a broader mix of freight cars. The strength of industry orders contributed to another increase in the industry production backlog. I am very pleased with the orders TrinityRail received. As we had anticipated, orders received in the second quarter and the level of third quarter market activity indicates demand returning in the second half of 2013 for small cube covered hoppers to serve both the frac sand and construction markets. We also continue to see steady demand for auto racks as North American production of automobiles increases. To date, weather patterns support a strong harvest and could lead to potential covered hopper demand later in the year.

During the 2^nd quarter we received orders for 5,000 new railcars including tank cars, covered hoppers and autoracks from railroads, 3^rd party lessors and industrial shippers. As a result of the orders we received, our order backlog stands at 40,665 railcars with a value of approximately $5.1 billion. Our orders are firm, non-cancellable and, in instances of some large orders with deliveries in future time frames, include significant deposits. We have not seen a rash of speculative tank car purchases. Many of our large orders are purchases by oil producers and refiners or by our leasing company for specific customers. The visibility provided by our extended order backlog to plan stable production into 2015, with high quality customers, continues to differentiate this railcar market cycle from others in the past.

While second quarter tank car orders eased compared to the elevated first quarter level, overall, inquiries for tank cars remain steady. We continue to believe that rail transportation of crude oil will grow further in the long term demand and the growth of downstream, refined products requiring railcars will be significant, as well.

A substantial number of new tank cars have been absorbed into the crude oil rail market. It takes time to integrate an influx of new equipment into operations and to properly coordinate transportation supply with oil production demand. As such, we do expect there to be some ebb and flow to the order pattern for railcars serving these markets, similar to what we've seen in other fast growing markets, as the necessary infrastructure and downstream supply chain is developed.

The level of existing and planned capital investment by railroads, oil producers, refineries, and pipeline and storage companies, clearly establishes a very meaningful role for rail in the transportation of crude oil. Based on our discussions with customers, we believe these investment decisions are not predicated on short term crude oil spread differentials, but on long term fundamentals for oil supply and demand. Overall, we continue to see evidence that the energy renaissance will be long term in nature and TrinityRail is very well positioned to provide railcars for the resulting demand.

Our markets are constantly evolving and changing. Our integrated railcar manufacturing and leasing platform positions us to respond to various market changes quickly and effectively as they develop. Given the outstanding way in which our TrinityRail team has responded to recent market shifts, I am confident our operating and financial flexibility will support a successful response to any future market changes, as well.

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

EX-99.6

Exhibit 99.6

Trinity Industries, Inc.

Earnings Release Conference Call

Comments of James E. Perry

Senior Vice President and Chief Financial Officer

August 1, 2013

Thank you, Steve and good morning everyone.

Yesterday, we reported strong second quarter results with growth in earnings per share of 26% over last year, resulting in the most profitable second quarter in Trinity's history. Our second quarter results exceeded the quarterly earnings guidance that we provided in May. All of our business groups performed somewhat better than we anticipated, led by the Rail Group which had higher deliveries due to better than planned efficiencies. In addition, we had a lower effective tax rate during the quarter due to benefits resulting from domestic production activities and the tax treatment of the Company's non-controlling interests.

During the second quarter, we purchased 1.3 million shares of our common stock in the open market for a total of $49.9 million. Our current share repurchase program now has $150 million of remaining authorization through the end of 2014. Additionally, as previously announced in May, we increased the dividend by 18% effective with the July payment made yesterday.

Subsequent to quarter end, and scheduled to close later today, we are pleased to announce that RIV 2013, our railcar leasing investment portfolio formed in the second quarter, purchased an additional portfolio of railcars from Trinity Industries Leasing Company valued at $246 million. This brings total RIV 2013 railcar purchases to approximately $700 million since the formation of the joint venture in May. The purchases were financed with the issuance of $183 million of long-term, asset-backed debt with a coupon rate of 3.9% and equity of $74 million, 69% of which was funded by our joint venture partners. Approximately $83 million of equity commitments are remaining to complete the $1 billion railcar portfolio. Today's transaction is expected to increase Trinity's cash on a net basis by approximately $210 million.

I will now turn to our current outlook for 2013.

For 2013, we have raised our expectations for earnings per share for the full year to between $4.20 and $4.40 including the effect of discontinued operations, which had a small impact on our results in the second quarter but is not anticipated to further impact results for the remainder of the year. At this time, we are not providing quarterly earnings guidance. We have raised our railcar delivery guidance for the year in anticipation of an increase to our production levels during the third and fourth quarters. The increase in production and the impact of profit eliminations on railcars delivered into our lease fleet make it difficult to forecast the precise timing of certain deliveries and the impact those deliveries will have on our earnings.

In the Rail Group, we are increasing our 2013 revenue guidance to between $2.7 billion and $2.9 billion based on the increased delivery guidance of between 23,000 and 24,500 railcars. This guidance reflects a step up in deliveries in the third quarter and comparable deliveries in the fourth quarter. We expect a full-year operating margin of between 16% and 17.5% for the Rail Group. This Group continues to post solid margins and maintains an order backlog of $5.1 billion of railcars for future deliveries.

In the Inland Barge Group, we expect full-year revenues of between $550 million and $570 million in 2013, slightly lower than our previous guidance due to weak demand for hopper barges. We continue to see strong fundamentals in the tank barge market and maintain our operating margin guidance of between 14% and 16% for the year.

In the Energy Equipment Group, we are increasing our 2013 revenue guidance to between $620 million and $640 million based on an improvement in demand for structural wind towers and for our storage containers that serve the oil, gas and chemicals markets. We are tightening the range of operating margin for the year to between 8.5% and 10%, given the visibility that we currently have.

In the Construction Products Group, we expect full-year revenues of between $520 million and $540 million in 2013 and are guiding to a tighter operating margin of between 9.5% and 10.5% primarily due to softness in the highway products business. As a reminder, seasonality is a factor in this business segment's results and the second and third quarters typically represent the high points of the year for the construction season.

In the Railcar Leasing and Management Services Group, we are increasing our 2013 revenue and operating profit guidance to between $580 million and $600 million and between $260 million and $280 million, respectively, due to higher rates on our lease renewals for railcars. This guidance excludes any revenue and profit from sales of railcars from the lease fleet. We now anticipate slightly lower revenue and deferred profit eliminations from new railcar additions to the lease fleet. We are expecting between $775 million and $825 million of revenue eliminations and between $130 million and $150 million of operating profit eliminations due to the addition of new railcars to the lease fleet.

As a reminder, the operating results for our railcar leasing joint ventures, TRIP and RIV 2013, are fully consolidated within the Railcar Leasing and Management Services Group. The earnings related to the equity not held by Trinity are deducted from Trinity's Net Income through the non-controlling interest line at the bottom of the income statement. We expect between $12 million and $16 million of earnings to be deducted in 2013. Due to TRIP and RIV 2013's partnership tax status, it is important to note that taxes are not applied to the amount of non-controlling earnings deducted. The recent TRIP and RIV 2013 transactions were incorporated in our previous guidance; however, the amount of earnings deducted in our current guidance is now slightly higher due to increased forecasted income from these portfolios.

During the first half of the year, we recorded operating profit of $11.5 million from lease fleet railcar sales. Our annual guidance does not include any operating profit from railcar sales from the lease fleet during the second half of the year. We will continue to be an active participant in the secondary market and will evaluate opportunities to conduct external sales and fleet acquisitions as they arise.

During 2013, we now plan to make a net investment in new railcars for the lease fleet of approximately $585 million to $615 million. This guidance includes 100% of the investment in new railcars that will be sold to the RIV 2013 lease fleet and takes into account projected lower proceeds from lease fleet railcar sales to third parties.

Full-year manufacturing and corporate capital expenditures for 2013 are expected to be between $140 million and $170 million. We now expect Corporate expenses to be in the range of $70 million to $75 million for the year.

Primarily as a result of TRIP's conversion to and RIV 2013's election of partnership tax status, we now expect a tax rate of 35% to 36% during the remainder of the year.

Our guidance uses a full-year weighted average share count of 76.5 million shares for purposes of calculating fully diluted EPS. As a reminder, we are required to report EPS using the two class method of accounting, the result of which should be the reduction of EPS attributable to Trinity by approximately 15

cents per share for the full year 2013, compared to calculating Trinity's EPS directly from the face of the income statement. This is included in our EPS guidance.

Our results during 2013 will be influenced by multiple factors, including: the amount of operating leverage and efficiencies that our manufacturing businesses can achieve; the level of sales and profitability of railcars; the amount of profit eliminations due to railcar additions to the Leasing Group; and the impact of weather conditions on our businesses.

Our full-year guidance reflects earnings per share growth of 32% to 38% compared to 2012 and would result in record annual earnings for Trinity. This is a remarkable accomplishment since certain areas of our Company have yet to experience the benefits of a pickup in the broader economy. We continue to see positive momentum, and our employees are focused on setting the bar higher.

We continue to seek investment opportunities - both organically and externally - that will add value to our diversified industrial portfolio. As we consider external opportunities, we are focused on those that enhance our competencies, complement our product offering, and expand our reach in the markets that we are pursuing. Our acquisition strategy includes a number of criteria, the most important of which is increasing shareholder value. We plan to allocate our capital accordingly. We are very deliberate in our search, and finding opportunities that meet our criteria requires patience.

The formation of RIV 2013 in May achieved specific objectives for the company - to attract and partner with long-term equity investors, and to increase the amount of capital available to grow the lease fleet and our diversified industrial portfolio of businesses. We see opportunities to replicate this transaction in the future. With our strong liquidity position of more than $1.3 billion, including the cash we expect to receive from RIV 2013 later today, and proven access to the capital markets, most recently enhanced as a result of Standard & Poor's upgrade of the Company to investment grade, we are well positioned to move forward with the growth elements of our strategy.

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

-- Q&A Session --