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): October 30, 2013

Trinity Industries, Inc.

__________________________________________

(Exact name of registrant as specified in its charter)

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

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

Not Applicable

______________________________________________

Former name or former address, if changed since last report

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

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

The Registrant hereby furnishes the information set forth in its News Release, dated October 30, 2013, announcing operating results for the three and nine month periods ended September 30, 2013, a copy of which is furnished as exhibit 99.1 and incorporated herein by reference. On October 31, 2013, the Registrant held a conference call and web cast with respect to its financial results for the three and nine month periods ended September 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 October 30, 2013 with respect to the operating results for the three and nine month periods ended September 30, 2013.

99.2 Conference call script of October 31, 2013 of Gail M. Peck, Vice President and Treasurer.

99.3 Conference call script of October 31, 2013 of Timothy R. Wallace, Chairman, Chief Executive Officer, and President.

99.4 Conference call script of October 31, 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 October 31, 2013 of D. Stephen Menzies, Senior Vice President and Group President of the Rail and Railcar Leasing Groups.

99.6 Conference call script of October 31, 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.
October 31, 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 October 30, 2013 with respect to the operating results for the three and nine month periods ended September 30, 2013
99.2	Conference call script of October 31, 2013 of Gail M. Peck, Vice President and Treasurer
99.3	Conference call script of October 31, 2013 of Timothy R. Wallace, Chairman, Chief Executive Officer, and President.
99.4	Conference call script of October 31, 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 October 31, 2013 of D. Stephen Menzies, Senior Vice President and Group President of the Rail and Railcar Leasing Groups.
99.6	Conference call script of October 31, 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. Announces Third Quarter Results Reporting

Highest Quarterly Net Income and EPS in the Company's History

DALLAS, Texas - October 30, 2013 - Trinity Industries, Inc. (NYSE:TRN) today announced earnings results for the third quarter ended September 30, 2013, including the following significant highlights:

• Record quarterly earnings per share of $1.26, a 58% increase year-over-year

• Anticipates fourth quarter earnings per common diluted share of between $1.24 and $1.34 and raises full year 2013 earnings guidance to between $4.55 and $4.65

• Rail Group receives orders for 5,610 new railcars during the third quarter resulting in a backlog of 40,050 units with a value of $5.1 billion

• Structural wind towers business receives orders with a value of $442 million, extending production visibility through 2015

• Company repurchases approximately 540,000 shares of its common stock during the quarter at a cost of $23.9 million

• Available liquidity at the end of the third quarter of approximately $1.2 billion

Trinity Industries, Inc. reported net income attributable to Trinity stockholders of $99.6 million, or $1.26 per common diluted share, for the third quarter ended September 30, 2013. Net income for the same quarter of 2012 was $63.2 million, or $0.80 per common diluted share.

Revenues for the third quarter of 2013 increased 22% to $1.1 billion compared to revenues of $907.3 million for the same quarter of 2012. The Company reported an operating profit of $205.6 million in the third quarter of 2013, a 46% increase compared to an operating profit of $140.7 million for the same quarter last year.

“The Company sustained its positive momentum during the quarter, reporting record net income and EPS and extending consecutive year-over-year growth in quarterly revenues and net income to twelve quarters,” said Timothy R. Wallace, Trinity’s Chairman, CEO, and President. “This is a tremendous accomplishment, and I am very proud of the hard work and talent of our people over the last several years to align our manufacturing capacity with the strong demand for our products that serve the oil, gas, and chemical industries.”

Mr. Wallace continued, “During the quarter, the Rail Group maintained its record $5.1 billion backlog. I am pleased that our structural wind towers business increased its backlog and now has production visibility through 2015. The amount of backlog visibility we have in our major businesses provides opportunities to continue to generate additional operating efficiencies. In addition, our portfolio of businesses remains well-positioned to serve the fast-growing North American oil, gas, and chemical industries, and we are prepared to respond to demand increases in other industries should broader economic activity improve. Our solid

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financial position, combined with our extended backlogs, enhances our confidence to seek new growth opportunities for our portfolio of diversified industrial businesses.”

Business Group Results

In the third quarter of 2013, the Rail Group reported revenues of $718.5 million and a record operating profit of $121.5 million, resulting in increases compared to the third quarter of 2012 of 57% and 245%, respectively. The Rail Group shipped 6,225 railcars and received orders for 5,610 railcars during the third quarter. The Rail Group backlog remained at $5.1 billion at September 30, 2013, representing 40,050 railcars, compared to a backlog of $5.1 billion as of June 30, 2013, representing 40,665 railcars.

During the third quarter of 2013, the Railcar Leasing and Management Services Group reported leasing and management revenues of $150.6 million compared to $136.5 million in the third quarter of 2012 due to continued growth in the lease fleet and higher rental rates. In addition, the Group had no sales of railcars from the lease fleet owned for less than a year during the third quarter compared to $23.4 million in the third 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 $20.2 million in the third quarter of 2013 and $60.8 million in the third quarter of 2012. Operating profit for this Group was $74.0 million for the third quarter of 2013 compared to an operating profit of $85.1 million during the third quarter of 2012. Included in the operating results for the third quarter of 2013 was $1.6 million of profit from railcar sales totaling $20.2 million compared to $21.3 million of profit from railcar sales totaling $84.2 million for the same period last year. Operating profit from operations, which excludes profit from railcar sales, increased for the three months ended September 30, 2013 compared to the same period last year due to higher rental rates and lease fleet growth.

RIV 2013 Rail Holdings LLC (“RIV 2013”) purchased an additional $246 million of leased railcars from Trinity Industries Leasing Company (“TILC”) during the third quarter, bringing total RIV 2013 leased railcar purchases to approximately $700 million. The third-quarter purchases were financed with the issuance of $183 million of non-recourse, asset-backed debt and $74 million of equity, 69% of which was funded by our joint venture partners. Approximately $91 million of equity commitments remain to complete the $1 billion railcar portfolio. At September 30, 2013, TILC owned approximately 31% of the equity in RIV 2013. The financial position and results of operation of RIV 2013 are included in the Railcar Leasing and Management Services Group, along with the Company’s other partially-owned leasing subsidiary. Earnings from our partially-owned leasing subsidiaries related to the equity not owned by Trinity are deducted from net income to arrive at net income attributable to Trinity stockholders.

The Inland Barge Group reported revenues of $136.4 million compared to revenues of $166.5 million in the third quarter of 2012. Operating profit for this Group was $23.8 million in the third quarter of 2013 compared to $26.9 million in the third quarter of 2012.The decrease in revenues and operating profit compared to last year was due to lower delivery volumes of hopper barges partially offset by higher delivery volumes of tank barges delivered during the third quarter of 2013. The Inland Barge Group received orders of $48.8 million during the quarter, and as of September 30, 2013 had a backlog of $476.0 million compared to a backlog of $563.6 million as of June 30, 2013.

The Energy Equipment Group reported revenues of $169.7 million in the third quarter of 2013 compared to revenues of $135.6 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 towers business. Operating profit for the third quarter of 2013 increased to $15.0 million compared to $9.5 million in the same quarter last year. Structural wind towers received orders with a value of $442 million during the quarter, resulting in a backlog for structural wind towers as of September 30,

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2013 of $609.9 million, none of which is subject to litigation, compared to $642.9 million, of which $412.5 million was subject to litigation, as of June 30, 2013. During the quarter, the structural wind towers backlog subject to litigation with a customer for the customer's breach of a long-term supply contract for the manufacture of towers was removed from the backlog due to the expectation that the purchases will not be made as contracted. The litigation, in which Trinity seeks as damages its lost profits under the contract, is still pending.

Revenues in the Construction Products Group were $149.2 million in the third quarter of 2013 compared to revenues of $124.1 million in the third quarter of 2012. The Group recorded an operating profit of $18.6 million in the third quarter of 2013 compared to an operating profit of $11.5 million in the third quarter of 2012. The increase in revenues and operating profit for the third 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 September 30, 2013, the Company had cash and marketable securities of $498.6 million. When combined with capacity under committed credit facilities, the Company had approximately $1.2 billion of available liquidity at the end of the third quarter.

Earnings Outlook

The Company's earnings guidance for the fourth quarter is between $1.24 and $1.34 per common diluted share. This results in full year 2013 earnings guidance, including the effects of discontinued operations, of between $4.55 and $4.65 per common diluted share compared to previous guidance of between $4.20 and $4.40. The full year earnings guidance represents an increase of between 43% and 46% over 2012 earnings. 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 on our operations and delivery schedules.

Share Repurchase and Dividend Activity

During the quarter, the Company repurchased approximately 540,000 shares of common stock under its share repurchase authorization at a cost of $23.9 million leaving $126.2 million remaining under its current authorization through December 31, 2014. Additionally, as previously reported in September, the Company declared a 15% increase in its quarterly dividend to 15 cents per common share, payable on October 31, 2013 to shareholders of record on October 15, 2013. Together with the 2 cent per share increase declared in May, the Company has increased its quarterly dividend by 36% in 2013.

Conference Call

Trinity will hold a conference call at 11:00 a.m. Eastern on October 31, 2013 to discuss its third 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 November 7, 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,

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the Railcar Leasing and Management Services Group, the Inland Barge Group, the Construction Products Group, and the Energy Equipment Group. For more information, visit: www.trin.net.

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

- TABLES TO FOLLOW -

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Trinity Industries, Inc.

Condensed Consolidated Income Statements

(in millions, except per share amounts)

(unaudited)

	Three Months Ended September 30,
	2013			2012
Revenues	$	1,110.3		$	907.3
Operating costs:
Cost of revenues	836.3			728.1
Selling, engineering, and administrative expenses	70.6			55.8
(Gain)/loss on disposition of property, plant, and equipment:
Net gains on lease fleet sales	(1.6		)	(17.0		)
Other	(0.6		)	(0.3		)
	904.7			766.6
Operating profit	205.6			140.7
Interest expense, net	45.2			47.5
Other (income) expense	(0.5		)	(1.5		)
Income before income taxes	160.9			94.7
Provision for income taxes	55.1			32.3
Net income from continuing operations	105.8			62.4
Net gain on sale of discontinued operations	—			—
Net income (loss) from discontinued operations	0.3			0.7
Net income	106.1			63.1
Net income (loss) attributable to noncontrolling interest	6.5			(0.1		)
Net income attributable to Trinity Industries, Inc.	$	99.6		$	63.2
Net income attributable to Trinity Industries, Inc. per common share:
Basic
Continuing operations	$	1.26		$	0.79
Discontinued operations	—			0.01
	$	1.26		$	0.80
Diluted
Continuing operations	$	1.26		$	0.79
Discontinued operations	—			0.01
	$	1.26		$	0.80
Weighted average number of shares outstanding:
Basic	76.1			76.5
Diluted	76.2			76.7

Operating profit (loss) from sales of railcars owned one year or less at the time of sale included in revenues and cost of revenues was $4.3 million for the three months ended September 30, 2012. There were no sales of railcars owned one year or less at the time of sale for the three months ended September 30, 2013. Amounts previously reported have been adjusted to exclude discontinued operations resulting from the sale of the Company's ready-mix concrete operations.

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Trinity Industries, Inc.

Condensed Consolidated Income Statements

(in millions, except per share amounts)

(unaudited)

	Nine Months Ended September 30,
	2013			2012
Revenues	$	3,109.3		$	2,799.0
Operating costs:
Cost of revenues	2,359.6			2,250.6
Selling, engineering, and administrative expenses	211.1			159.5
(Gain)/loss on disposition of property, plant, and equipment:
Net gains on lease fleet sales	(9.6		)	(22.3		)
Other	(0.3		)	(4.7		)
	2,560.8			2,383.1
Operating profit	548.5			415.9
Interest expense, net	140.1			142.5
Other (income) expense	(2.3		)	(4.5		)
Income before income taxes	410.7			277.9
Provision for income taxes	143.5			97.0
Net income from continuing operations	267.2			180.9
Net gain on sale of discontinued operations	7.1			—
Net income (loss) from discontinued operations	(1.2		)	2.0
Net income	273.1			182.9
Net income (loss) attributable to noncontrolling interest	10.4			(1.0		)
Net income attributable to Trinity Industries, Inc.	$	262.7		$	183.9
Net income attributable to Trinity Industries, Inc. per common share:
Basic
Continuing operations	$	3.24		$	2.28
Discontinued operations	0.07			0.02
	$	3.31		$	2.30
Diluted
Continuing operations	$	3.24		$	2.27
Discontinued operations	0.07			0.02
	$	3.31		$	2.29
Weighted average number of shares outstanding:
Basic	76.7			77.3
Diluted	76.8			77.5

Operating profit from sales of railcars owned one year or less at the time of sale included in revenues and cost of revenues was $3.5 million and $20.7 million for the nine months ended September 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.

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Trinity Industries, Inc.

Condensed Segment Data

(in millions)

(unaudited)

	Three Months Ended September 30,
Revenues:	2013			2012
Rail Group	$	718.5		$	457.9
Construction Products Group	149.2			124.1
Inland Barge Group	136.4			166.5
Energy Equipment Group	169.7			135.6
Railcar Leasing and Management Services Group	150.6			159.9
All Other	22.0			24.6
Segment Totals before Eliminations	1,346.4			1,068.6
Eliminations - lease subsidiary	(173.0		)	(125.9		)
Eliminations - other	(63.1		)	(35.4		)
Consolidated Total	$	1,110.3		$	907.3
	Three Months Ended September 30,
Operating profit (loss):	2013			2012
Rail Group	$	121.5		$	35.2
Construction Products Group	18.6			11.5
Inland Barge Group	23.8			26.9
Energy Equipment Group	15.0			9.5
Railcar Leasing and Management Services Group	74.0			85.1
All Other	(1.6		)	(2.0		)
Segment Totals before Eliminations and Corporate Expenses	251.3			166.2
Corporate	(17.8		)	(12.4		)
Eliminations - lease subsidiary	(28.3		)	(14.1		)
Eliminations - other	0.4			1.0
Consolidated Total	$	205.6		$	140.7

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

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Trinity Industries, Inc.

Condensed Segment Data

(in millions)

(unaudited)

	Nine Months Ended September 30,
Revenues:	2013			2012
Rail Group	$	2,012.0		$	1,441.9
Construction Products Group	407.5			373.9
Inland Barge Group	433.8			509.8
Energy Equipment Group	476.9			391.3
Railcar Leasing and Management Services Group	454.6			496.4
All Other	63.0			61.1
Segment Totals before Eliminations	3,847.8			3,274.4
Eliminations - lease subsidiary	(560.5		)	(380.8		)
Eliminations - other	(178.0		)	(94.6		)
Consolidated Total	$	3,109.3		$	2,799.0
	Nine Months Ended September 30,
Operating profit (loss):	2013			2012
Rail Group	$	332.3		$	128.3
Construction Products Group	45.3			35.4
Inland Barge Group	69.0			93.5
Energy Equipment Group	44.2			9.7
Railcar Leasing and Management Services Group	211.3			228.0
All Other	(8.0		)	(7.1		)
Segment Totals before Eliminations and Corporate Expenses	694.1			487.8
Corporate	(49.9		)	(33.6		)
Eliminations - lease subsidiary	(95.4		)	(37.2		)
Eliminations - other	(0.3		)	(1.1		)
Consolidated Total	$	548.5		$	415.9

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

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Trinity Industries, Inc.

Condensed Consolidated Balance Sheets

(in millions)

(unaudited)

	September 30, 2013		December 31, 2012
Cash and cash equivalents	$	402.6	$	573.0
Short-term marketable securities	96.0		—
Receivables, net of allowance	501.5		390.0
Inventories	769.6		667.7
Restricted cash	249.3		223.2
Net property, plant, and equipment	4,701.3		4,299.0
Goodwill	250.8		240.4
Assets held for sale and discontinued operations	—		27.9
Other assets	287.2		248.7
	$	7,258.3	$	6,669.9
Accounts payable	$	207.0	$	188.2
Accrued liabilities	685.7		583.1
Debt, net of unamortized discount of $77.6 and $87.5	3,021.1		3,055.0
Deferred income	41.7		44.5
Deferred income taxes	595.6		572.4
Other liabilities	96.7		85.4
Liabilities held for sale and discontinued operations	—		3.7
Stockholders' equity	2,610.5		2,137.6
	$	7,258.3	$	6,669.9

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Trinity Industries, Inc.

Additional Balance Sheet Information

(in millions)

(unaudited)

	September 30, 2013			December 31, 2012
Property, Plant, and Equipment
Corporate/Manufacturing:
Property, plant, and equipment	$	1,395.3		$	1,260.1
Accumulated depreciation	(766.3		)	(720.8		)
	629.0			539.3
Leasing:
Wholly-owned subsidiaries:
Machinery and other	10.1			9.6
Equipment on lease	3,490.7			3,231.9
Accumulated depreciation	(536.2		)	(468.4		)
	2,964.6			2,773.1
Partially-owned subsidiaries:
Equipment on lease	1,945.7			1,703.1
Accumulated depreciation	(189.4		)	(153.8		)
	1,756.3			1,549.3
Net deferred profit on railcars sold to the Leasing Group	(648.6		)	(562.7		)
	$	4,701.3		$	4,299.0
Leasing portfolio information:
Portfolio size (number of railcars)	75,460			71,455
Portfolio utilization	98.5		%	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)

	September 30, 2013			December 31, 2012
Debt
Corporate/Manufacturing - Recourse:
Revolving credit facility	$	—		$	—
Convertible subordinated notes	450.0			450.0
Less: unamortized discount	(77.6		)	(87.5		)
	372.4			362.5
Other	0.9			1.2
	373.3			363.7
Leasing:
Wholly-owned subsidiaries:
Recourse:
Capital lease obligations	42.9			45.8
Term loan	—			48.6
	42.9			94.4
Non-recourse:
Secured railcar equipment notes	776.7			806.5
Warehouse facility	152.0			173.6
Promissory notes	403.5			424.1
	1,332.2			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	1,272.7			1,131.5
	1,272.7			1,192.7
	$	3,021.1		$	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.

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Trinity Industries, Inc.

Additional Balance Sheet Information

(in millions)

(unaudited)

	September 30, 2013			December 31, 2012
Leasing Debt Summary
Total Recourse Debt	$	42.9		$	94.4
Total Non-Recourse Debt(1)	2,604.9			2,596.9
	$	2,647.8		$	2,691.3
Total Leasing Debt
Wholly-owned subsidiaries	$	1,375.1		$	1,498.6
Partially-owned subsidiaries(1)	1,272.7			1,192.7
	$	2,647.8		$	2,691.3
Equipment on Lease(2)
Wholly-owned subsidiaries	$	2,964.6		$	2,773.1
Partially-owned subsidiaries	1,756.3			1,549.3
	$	4,720.9		$	4,322.4
Total Leasing Debt as a % of Equipment on Lease
Wholly-owned subsidiaries	46.4		%	54.0		%
Partially-owned subsidiaries	72.5		%	77.0		%
Combined	56.1		%	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.

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Trinity Industries, Inc.

Condensed Consolidated Cash Flow Statements

(in millions)

(unaudited)

	Nine Months Ended September 30,
	2013			2012
Operating activities:
Net income	$	273.1		$	182.9
Adjustments to reconcile net income to net cash provided by operating activities:
Income from discontinued operations	(5.9		)	(2.0		)
Depreciation and amortization	156.2			144.5
Net gains on sales of railcars owned more than one year at the time of sale	(9.6		)	(22.3		)
Other	4.9			124.6
Changes in assets and liabilities:
(Increase) decrease in receivables	(112.3		)	(38.5		)
(Increase) decrease in inventories	(86.0		)	(141.0		)
Increase (decrease) in accounts payable	19.7			4.4
Increase (decrease) in accrued liabilities	123.8			62.8
Other	10.8			(63.3		)
Net cash provided by operating activities	374.7			252.1
Investing activities:
Proceeds from sales of railcars owned more than one year at the time of sale	59.3			94.9
Proceeds from disposition of property, plant, and equipment	1.1			15.7
Capital expenditures - leasing, net of sold railcars owned one year or less with a net cost of $15.4 and $79.8	(455.5		)	(266.3		)
Capital expenditures - manufacturing and other	(91.2		)	(64.6		)
Other	(142.2		)	2.7
Net cash required by investing activities	(628.5		)	(217.6		)
Financing activities:
Payments to retire debt	(227.5		)	(122.4		)
Proceeds from issuance of debt	175.4			115.1
Shares repurchased	(71.1		)	(45.2		)
Dividends paid to common shareholders	(27.5		)	(23.1		)
Proceeds from sale of interests in partially-owned leasing subsidiaries	296.7			—
Repurchase of noncontrolling interest	(84.0		)	—
Contributions from noncontrolling interest	50.0			—
Distributions to noncontrolling interest	(3.3		)	—
Other	(25.3		)	2.2
Net cash provided (required) by financing activities	83.4			(73.4		)
Net decrease in cash and cash equivalents	(170.4		)	(38.9		)
Cash and cash equivalents at beginning of period	573.0			351.1
Cash and cash equivalents at end of period	$	402.6		$	312.2

13

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 September 30, 2013						Three Months Ended September 30, 2012
	Income (Loss)			Average Shares	EPS		Income (Loss)			Average Shares	EPS
Net income from continuing operations	$	105.8					$	62.4
Less: net income (loss) from continuing operations attributable to noncontrolling interest	6.5						(0.1		)
Net income from continuing operations attributable to Trinity Industries, Inc.	99.3						62.5
Unvested restricted share participation	(3.3		)				(2.0		)
Net income from continuing operations attributable to Trinity Industries, Inc. - basic	96.0			76.1	$	1.26	60.5			76.5	$	0.79
Effect of dilutive securities:    Stock options	—			0.1			—			0.2
Net income from continuing operations attributable to Trinity Industries, Inc. - diluted	$	96.0		76.2	$	1.26	$	60.5		76.7	$	0.79
Net income (loss) from discontinued operations, net of taxes	$	0.3					$	0.7
Unvested restricted share participation	—						—
Net income (loss) from discontinued operations, net of taxes - basic	0.3			76.1	$	—	0.7			76.5	$	0.01
Effect of dilutive securities:    Stock options	—			0.1			—			0.2
Net income (loss) from discontinued operations, net of taxes - diluted	$	0.3		76.2	$	—	$	0.7		76.7	$	0.01

	Nine Months Ended September 30, 2013						Nine Months Ended September 30, 2012
	Income (Loss)			Average Shares	EPS		Income (Loss)			Average Shares	EPS
Net income from continuing operations	$	267.2					$	180.9
Less: net income (loss) from continuing operations attributable to noncontrolling interest	10.4						(1.0		)
Net income from continuing operations attributable to Trinity Industries, Inc.	256.8						181.9
Unvested restricted share participation	(8.2		)				(6.0		)
Net income from continuing operations attributable to Trinity Industries, Inc. - basic	248.6			76.7	$	3.24	175.9			77.3	$	2.28
Effect of dilutive securities:    Stock options	—			0.1			—			0.2
Net income from continuing operations attributable to Trinity Industries, Inc. - diluted	$	248.6		76.8	$	3.24	$	175.9		77.5	$	2.27
Net income (loss) from discontinued operations, net of taxes	$	5.9					$	2.0
Unvested restricted share participation	(0.2		)				(0.1		)
Net income (loss) from discontinued operations, net of taxes - basic	5.7			76.7	$	0.07	1.9			77.3	$	0.02
Effect of dilutive securities:    Stock options	—			0.1			—			0.2
Net income (loss) from discontinued operations, net of taxes - diluted	$	5.7		76.8	$	0.07	$	1.9		77.5	$	0.02

14

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 September 30,
	2013		2012
Net income from continuing operations	$	105.8	$	62.4
Add:
Interest expense	45.8		47.8
Provision for income taxes	55.1		32.3
Depreciation and amortization expense	53.8		48.7
Earnings from continuing operations before interest expense, income taxes, and depreciation and amortization expense	$	260.5	$	191.2

	Nine Months Ended September 30,
	2013		2012
Net income from continuing operations	$	267.2	$	180.9
Add:
Interest expense	141.5		143.6
Provision for income taxes	143.5		97.0
Depreciation and amortization expense	156.2		144.5
Earnings from continuing operations before interest expense, income taxes, and depreciation and amortization expense	$	708.4	$	566.0

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

- END -

15

EX-99.2

Exhibit 99.2

Trinity Industries, Inc.

Earnings Release Conference Call

Comments of Gail M. Peck

Vice President and Treasurer

October 31, 2013

Thank you, Justin. Good morning everyone. Welcome to the Trinity Industries’ third 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 November 7, 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

October 31, 2013

Thank you, Gail and good morning everyone.

I am pleased with our strong financial results for the 3^rd quarter. We achieved a number of key financial milestones. During the quarter, our operating profit, net income and EPS all reached new quarterly highs. One of Trinity’s key differentiating strengths is the ability of our businesses to create value by leveraging their combined expertise, competencies, and manufacturing capacity to produce products with strong demand.  Our businesses that provide products to the oil, gas and chemical industries continued to leverage this strength during the third quarter, delivering impressive results. We have a great deal of positive momentum occurring within our company, and we are strongly positioned to grow in the industries we serve.

Our Rail Group continued to improve its performance during the 3^rd quarter, reporting a record level of quarterly operating profit and margin. I am impressed with our Rail Group’s ability to continue to generate strong financial results while converting manufacturing space, making line changeovers and increasing production levels.

Our railcar leasing business also delivered another quarter of solid results. We expect to continue expanding our railcar leasing and management services platform in the near term.

I am pleased with the way our Inland Barge Group improved its profitability on a lower revenue run rate. Our barge business successfully converted manufacturing capacity of dry cargo barges to tank barges.

Our Construction Products Group improved its year-over-year financial performance, a result of the repositioning that has occurred within this segment. Our shoring products business that we acquired late last year is performing well.

The 3^rd quarter financial performance of our Energy Equipment Group continued to show considerable improvement year-over-year. I am very pleased that our structural wind towers business increased its backlog during the quarter, extending production visibility through 2015. We continue to invest resources to enhance the positioning of our Energy Equipment Group.

During the past few years, the energy renaissance in the U.S. and Canada has created strong demand for our energy storage and transportation products. We view this demand as the first phase of a multi-phased period of demand for these products. During the first phase, customers order railcars and barges to transport crude oil as well as storage tanks to hold liquefied natural gas products. During the next phase, we anticipate there will be demand for the storage and transportation of products supporting the downstream production of chemicals and petrochemicals. We expect that the increased output from these industries will generate additional demand for our energy containers, barges and railcars over the longer-term. We also see new demand surfacing in the long term from the ongoing energy transformation that is occurring in Mexico as well. Trinity is in a very strong position to serve customers who need storage and transportation products in the oil, gas and chemicals industry.

We continue to devote resources to identify acquisition candidates that have products, services, technology and competencies that could potentially enrich and expand our industrial manufacturing platforms in North America. Trinity’s internal structure enables us to quickly link businesses together to aggressively and

efficiently pursue products with strong demand. We categorize our businesses as primary, support, or niche businesses. As we look to expand our portfolio, we consider where an opportunity might fit within this structure. Our primary and support businesses are operationally linked, generating ongoing enrichment value for each other through internal supply chains. Our internal structure allows our businesses to devote a concentration of focus on certain key areas of the manufacturing process. We are optimistic about the opportunities we have to build upon our platform of businesses.

During the 3^rd quarter, we established some new financial records and we expect to build on our momentum. 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. Sustainable progress drives our business activities. Our businesses are constantly striving to reach new levels of achievement. They are successfully implementing a variety of initiatives designed to improve their financial performance, competitive positions, and top line growth. Our people make a major difference in the performance of our company. We have a very strong team. I am especially proud of the accomplishments of the industrial athletes who work in our manufacturing facilities. They have performed exceptionally well as we have flexed our production lines in order to pursue orders for products in the oil, gas and chemical industries.

 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

October 31, 2013

Thank you Tim and good morning everyone.

Our Energy Equipment Group’s revenues for the third quarter increased approximately 25% year-over-year primarily due to increased shipments of energy containers and other related products. The group reported an operating profit of $15.0 million and a margin of 8.8%. These results continue to reflect significant improvement in year-over-year performance.

During the quarter, we received orders for wind towers with a value of $442 million. Our manufacturing flexibility positioned our wind towers business to respond to the improved market demand resulting from the extension of the Production Tax Credit. The Company elected to remove from the wind tower backlog a $413 million order that is subject to litigation. The litigation is ongoing, making any public commentary difficult. At the end of the quarter, our wind tower backlog stood at $610 million and now extends through 2015.

The Construction Products Group generated an operating profit of $18.6 million during the third quarter, a 62% increase compared to the same quarter a year ago. The continued improvement in revenue and profit performance is a direct result of our efforts to reposition the portfolio so that it is aligned with products that have more consistent demand drivers.

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. The government shutdown had no impact on our highway business.

Our Inland Barge Group experienced a year-over-year decline in both revenue and profit. However, as a result of manufacturing leverage in the production of tank barges, the segment produced a stronger operating margin of 17.4% during the quarter.

The recent investments we have made in our barge facilities have increased our ability to flex our production lines in response to changing demand patterns. I am pleased with the financial returns we are seeing from these investments.

Demand for hopper barges continues to be weak. The timing of a recovery in demand is difficult to predict. We are watching these markets closely and are well-positioned for any pickup in activity.

Order patterns in the barge market tend to be lumpy as customers place orders in accordance with their annual capital expenditure plans. Infrastructure supporting the energy renaissance continues to be built out across North America; the downstream investments for chemical and petrochemical expansions are coming closer in sight. While the timing of new orders is uncertain, the strength of our backlog and the flexibility of our manufacturing platform gives us a great deal of confidence in our business.

The Barge backlog stands at $476 million after receiving orders of $49 million during the third quarter.

Overall, I am pleased with our performance. Our business groups will continue to look for opportunities to grow.

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

October 31, 2013

Thank you, Bill, good morning!

I am very pleased with the accomplishments of our TrinityRail team during the third quarter. Our Rail Group experienced another quarter of record operating profit driven by an 11% increase in railcar shipments compared to the prior quarter and our highest-ever operating margin. Our Leasing Group continues to generate strong returns and contribute steady cash flows to the Company driven by strong lease renewals. I am also pleased with the way the North American industrial markets are developing and the resulting long-term opportunities for TrinityRail.

Our Leasing Group experienced another solid quarter with profit from operations increasing by approximately 14% year-over-year, driven by lease fleet additions and increases in lease rates for railcars serving the oil, gas, and chemicals industries. Our lease fleet utilization at the end of the third quarter was 98.5%, down slightly from both the prior year and previous quarter, but still very high. During the third quarter, we sold a small group of railcars which generated $1.6 million of profit. As mentioned on prior conference calls, we had a lower level of railcar sales during the quarter as compared to last year due to our focus on placing railcars into our leasing joint venture, RIV 2013. The secondary market for leased railcars remains active and institutional investors continue to seek the stable returns generated by leased railcars. We are closely monitoring these market developments for additional opportunities to strategically develop our lease portfolio and to provide railcar leasing and management services for institutional investors.

During the third quarter, we added approximately 1,660 new railcars to our lease fleet portfolio. Our total lease portfolio, including partially-owned subsidiaries, now stands at approximately 75,460 railcars, an increase of 6% year-over-year. At the end of the quarter, approximately 16% of the units in our railcar order backlog - with a total value of $848 million - were slated for customers of our leasing business.

During the third quarter, the Rail Group delivered 6,225 railcars and generated our highest ever quarterly operating profit for the third consecutive quarter. We are beginning to see the benefits of stronger pricing levels embedded in our backlog. In spite of line changeovers and capacity additions during the quarter, we realized additional operating efficiencies due to a favorable product mix and benefits derived from a more seasoned work force. For the full year 2013, we expect to deliver between 24,000 - 24,500 railcars. This implies railcar shipments of between 7,000 and 7,500 during the 4^th quarter. The sizeable projected production increase from 3^rd quarter to 4^th quarter is, in large part, due to customers’ requirements for railcar deliveries prior to year end to qualify for bonus depreciation. We anticipate unit deliveries in the first quarter of 2014 to be similar to the third quarter pace with a higher average sales price per railcar.

North American railcar orders in the third quarter were solid and continued to reflect improving demand for a broader mix of freight cars. The production backlog for the industry remained essentially flat at a very healthy 73,800 railcars. I am very pleased with the orders TrinityRail received during the quarter. As we had anticipated, orders received in the third quarter and the level of fourth quarter market inquiries reflect demand returning 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 a result of increasing North American automobile

production and a change in distribution patterns as new assembly plants come on-line in Mexico. We are also receiving an increasing level of inquiries for a variety of freight cars driven by customers with discreet new business opportunities or fleet replacement needs.

During the 3rd quarter, we received orders for 5,610 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 a firm, non-cancellable 40,050 railcars with a value of approximately $5.1 billion. The visibility provided by our extended order backlog, which enables us to plan production into 2015, continues to differentiate this railcar market cycle from others in the past.

We continue to believe the market is not speculatively purchasing tank cars as orders in our backlog appear to be aligned with the completion of additional crude oil loading capacity. While the rate of increase in railcar loadings for mid-continent crude oil may be easing, inquiries for tank cars still remain significant when compared to the historical average. Our analysis shows that tank car demand for crude oil tracks the pace of infrastructure investments to expand rail loading capacity in the various oil production regions. We believe we are in the early stages of demand for railcars to serve crude oil produced in Canada. Unit train service and infrastructure capacity in Canada will be an important factor in the long-term growth for the movement of crude oil by railroads. Rail infrastructure and unit train loading facilities within Canada are just now being developed. Our market analysis and conversations with customers lead us to believe there will be long-term demand for tank cars to support the movement of crude oil.

As the energy market matures and investments are completed, downstream markets will begin to expand and additional opportunities for rail transportation will develop throughout the petrochemical and chemical supply chains. Overall, we continue to see evidence supporting a long-term, fundamental shift in the North American industrial base driven by the energy renaissance. TrinityRail is well-positioned to provide railcars and leasing services for the resulting demand.

We understand that the markets we serve constantly evolve and change. Our highly flexible railcar manufacturing and strong leasing platforms uniquely position TrinityRail to respond to various market changes quickly and effectively. While we continue to see strong demand stemming from the oil, gas, and chemicals markets, I am confident that as aggregate demand improves or if markets shift, our team will again be able to quickly adjust our production to serve our customers. We still have ample railcar production capacity to respond to a pickup in the broader economy and any acceleration in the replacement cycle within the railcar industry.

During our last conference call, we received questions about potential regulatory changes pertaining to DOT 111 tank cars that transport flammable liquids. There are approximately 11,500 DOT 111 tank cars in flammable service in our wholly and partially owned lease fleets. On September 6th, the Pipeline and Hazardous Materials Safety Administration (PHMSA) issued an Advanced Notice of Proposed Rulemaking that asks interested parties to comment on recommendations proposed by the National Transportation Safety Board regarding regulatory requirements for DOT 111 tank cars. These comments are to be submitted by November 5^th. We are closely monitoring the regulatory process, and we are preparing to respond accordingly. It is still too early to discuss the possible regulatory changes to DOT 111 tank cars in flammable service that may result, or when a ruling may be made. As we gain further clarity, we will provide an update on how we plan to address any changes. The industry has been through numerous regulatory changes in the past, and it is fundamental to the railcar leasing and manufacturing business to respond effectively when new regulations are issued.

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

October 31, 2013

Thank you, Steve and good morning everyone.

Yesterday, we reported strong third quarter results with earnings per share of $1.26 and $1.1 billion in revenues. Our net income grew by more than 57% over last year, resulting in the most profitable quarter in Trinity’s history. All of our business groups performed well, led by the Rail Group, which had a record operating profit margin of 16.9% on the strength of 6,225 railcars delivered.

During the third quarter, we purchased 540,000 shares of our common stock in the open market for a total cost of $24 million. This brings total purchases of our common stock during the last two quarters to 1.8 million shares. Our current share repurchase program has $126 million of remaining authorization through the end of 2014. Additionally, as previously announced in September, we increased our dividend by 15%, effective with the October payment made today. Together with the 2 cent per share increase declared in May, the Company has increased its quarterly dividend by 36% in 2013. These actions reflect an ongoing commitment to the return of capital to our shareholders as a part of our overall capital allocation strategy.

I will now turn to our current outlook for the remainder of 2013.

For the fourth quarter of 2013, we expect earnings per share of between $1.24 and $1.34. As a result of this fourth quarter guidance and our performance during the third quarter, our new expectation for earnings per share for the full year is between $4.55 and $4.65, including the effect of discontinued operations.

In the Rail Group, our 2013 revenue guidance is now between $2.8 billion and $2.9 billion based on our delivery guidance of between 24,000 and 24,500 railcars. We expect a full-year operating margin of between 16.75% and 17.25% 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 now expect full-year revenues of between $560 million and $575 million in 2013. Our barge business continues to deliver from a strong backlog of tank barges and its manufacturing conversions have gone well, leading to increased operating margin guidance of between 16% and 16.5% for the year.

In the Energy Equipment Group, we are increasing our 2013 revenue guidance to between $645 million and $660 million. We expect the range of operating margin for the year to between 8.75% and 9.25%. We are pleased to announce a backlog for wind towers of $610 million as of September 30^th, as a result of order activity during the third quarter; this backlog represents orders that carry us through 2015 at our facilities.

In the Construction Products Group, we expect full-year revenues of between $525 million and $540 million in 2013, with an operating margin of between 9.75% and 10.25%. 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 have tightened our 2013 revenue and operating profit guidance to between $580 million and $595 million and between $265 million and $275 million, respectively, due to higher rates on our lease renewals for railcars. 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 now expect between $15 million and $17 million of earnings to be deducted in 2013 due to increased forecasted income from these portfolios. As a result of 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.

We are now expecting between $750 million and $775 million of revenue eliminations and between $130 million and $140 million of operating profit eliminations due to the addition of new railcars to the lease fleet. We will also have between $220 million and $240 million of revenue eliminations for other intercompany transactions.

During the first nine months of the year, we recorded $13.1 million of profit from railcar sales from the lease fleet. Our annual guidance does not include any operating profit from railcar sales during the fourth quarter. Our leasing group 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 expect a net investment in new railcars for the lease fleet of approximately $540 million to $555 million. This guidance includes 100% of the investment in new railcars that have been sold to RIV 2013 as well as the proceeds received from railcar sales to third parties that have occurred year to date.

Full-year manufacturing and corporate capital expenditures for 2013 are now expected to be between $125 million and $145 million. We expect Corporate expenses to range from $68 million to $73 million for the year.

Primarily as a result of TRIP’s conversion to and RIV 2013’s election of partnership tax status and tax benefits allowed to US manufacturers, we now expect a tax rate of 34% to 36% for the full year.

Our annual guidance uses a full-year weighted average share count of 76.5 million shares for the purpose 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 16 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 operations and delivery schedules.

Our full-year guidance reflects earnings per share growth of more than 40% as compared to 2012 and would result in record annual earnings for Trinity. We remain very pleased with the focused dedication of all our employees who helped deliver this impressive growth and high quality earnings.

We continue to seek investment opportunities - both organically and externally - that will add value to our

diversified industrial portfolio. Our total liquidity at the end of the third quarter was $1.2 billion, positioning us to consider a wide range of acquisition opportunities. As we consider various opportunities, we are focused

on those that enhance our competencies, complement our product offerings, and expand our reach in the markets that we are pursuing. We are actively evaluating multiple acquisition opportunities and will provide updates as appropriate when transactions are completed.

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

-- Q&A Session --