8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): February 19, 2014

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 N. Stemmons Freeway, Dallas, Texas		75207-2401
(Address of principal executive offices)		(Zip Code)

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

Not Applicable

______________________________________________

Former name or former address, if changed since last report

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

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

The Registrant hereby furnishes the information set forth in its News Release, dated February 19, 2014, announcing operating results for the three and twelve month periods ended December 31, 2013, a copy of which is furnished as exhibit 99.1 and incorporated herein by reference. On February 20, 2014, the Registrant held a conference call and web cast with respect to its financial results for the three and twelve month periods ended December 31, 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 February 19, 2014 with respect to the operating results for the three and twelve month periods ended December 31, 2013.

99.2 Conference call script of February 20, 2014 of Gail M. Peck, Vice President and Treasurer.

99.3 Conference call script of February 20, 2014 of Timothy R. Wallace, Chairman, Chief Executive Officer, and President.

99.4 Conference call script of February 20, 2014 of William A. McWhirter II, Senior Vice President and Group President of the Construction Products, Energy Equipment and Inland Barge Groups.

99.5 Conference call script of February 20, 2014 of D. Stephen Menzies, Senior Vice President and Group President of the Rail and Railcar Leasing Groups.

99.6 Conference call script of February 20, 2014 of James E. Perry, Senior Vice President and Chief Financial Officer.

SIGNATURES

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

	Trinity Industries, Inc.
February 20, 2014	By:	/s/ James E. Perry
		Name: James E. Perry
		Title: Senior Vice President and Chief Financial Officer

Exhibit Index
Exhibit No.	Description
99.1	News Release dated February 19, 2014 with respect to the operating results for the three and twelve month periods ended December 31, 2013
99.2	Conference call script of February 20, 2014 of Gail M. Peck, Vice President and Treasurer
99.3	Conference call script of February 20, 2014 of Timothy R. Wallace, Chairman, Chief Executive Officer, and President.
99.4	Conference call script of February 20, 2014 of William A. McWhirter II, Senior Vice President and Group President of the Construction Products, Energy Equipment and Inland Barge Groups.
99.5	Conference call script of February 20, 2014 of D. Stephen Menzies, Senior Vice President and Group President of the Rail and Railcar Leasing Groups.
99.6	Conference call script of February 20, 2014 of James E. Perry, Senior Vice President and Chief Financial Officer.

EX-99.1

Exhibit 99.1

NEWS RELEASE

Investor Contact:Media Contact:

Jessica Greiner                                    Jack Todd

Director of Investor Relations                             Trinity Industries, Inc.

Trinity Industries, Inc.                                    214/589-8909

214/631-4420

FOR IMMEDIATE RELEASE

Trinity Industries, Inc. Announces Record Fourth Quarter and Full Year 2013 Results

DALLAS, Texas - February 19, 2014 - Trinity Industries, Inc. (NYSE:TRN) today announced earnings results for the fourth quarter and full year ended December 31, 2013, including the following significant highlights:

• Record fourth quarter and full year 2013 earnings per common diluted share of $1.44 and $4.75, respectively

• Year-over-year fourth quarter and full year revenue growth of 24% and 15%, respectively, and earnings per common diluted share growth of 60% and 49%, respectively

• Rail Group receives orders for 7,125 new railcars during the fourth quarter resulting in a backlog of 39,895 units with a value of $5.0 billion

• Company repurchases 639,000 shares of its common stock during the quarter at a cost of $34.3 million, resulting in full-year repurchases of 2,473,000 shares at a cost of $108.2 million

• Company issues earnings guidance for full year 2014 reflecting record results of between $6.30 and $7.00 per common diluted share, a year-over-year increase of between 33% and 47%

Trinity Industries, Inc. reported net income attributable to Trinity stockholders of $112.8 million, or $1.44 per common diluted share, for the fourth quarter ended December 31, 2013. Net income for the same quarter of 2012 was $71.3 million, or $0.90 per common diluted share. Revenues for the fourth quarter of 2013 increased 24% to $1.3 billion compared to revenues of $1.0 billion for the same quarter of 2012.

For the year ended December 31, 2013, the Company reported net income attributable to Trinity stockholders of $375.5 million, or $4.75 per common diluted share. In 2012, the Company reported net income of $255.2 million, or $3.19 per common diluted share. Revenues for the year ended December 31, 2013 were $4.4 billion, a 15% increase compared to revenues of $3.8 billion in 2012.

“I am pleased with our strong financial results for the fourth quarter and our overall performance during 2013,” said Timothy R. Wallace, Trinity’s Chairman, CEO and President.  “We achieved a number of key financial milestones, reporting record revenues, net income and earnings per share for both the fourth quarter and the full year. I am very proud of our people, whose capabilities and hard work enabled us to realign a portion of our manufacturing capacity to serve customers for products in the oil, gas, and chemical industries. During 2013, we announced two transactions with institutional investors desiring to invest in a portfolio of leased railcars, RIV 2013, a $1 billion railcar investment partnership, and Element Financial, through a $2 billion program agreement. I expect these transactions will continue to create value for the Company.”

Mr. Wallace added, “During 2014, we will continue to invest resources to position our company to pursue opportunities for infrastructure-related products that support the growing needs in the energy, chemical,

transportation, and construction industries. We have a great deal of positive momentum occurring within Trinity.”

1

Business Group Results

In the fourth quarter of 2013, the Rail Group reported record revenues of $855.5 million and a record operating profit of $157.4 million, resulting in increases compared to the fourth quarter of 2012 of 50% and 123%, respectively. The Rail Group shipped 7,280 railcars and received orders for 7,125 railcars during the fourth quarter. The Rail Group backlog decreased slightly to $5.0 billion at December 31, 2013, representing 39,895 railcars, compared to a backlog of $5.1 billion as of September 30, 2013, representing 40,050 railcars.

During the fourth quarter of 2013, the Railcar Leasing and Management Services Group reported leasing and management revenues of $151.3 million compared to $132.6 million in the fourth quarter of 2012 due to continued growth in the lease fleet and higher rental rates. In addition, the Group recognized $39.5 million in sales of railcars from the lease fleet owned for less than a year during the fourth quarter compared to $18.1 million in the fourth 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 $72.3 million in the fourth quarter of 2013 and $31.4 million in the fourth quarter of 2012. Operating profit for this Group was $85.5 million for the fourth quarter of 2013 compared to operating profit of $72.9 million during the fourth quarter of 2012. Included in the operating results for the fourth quarter of 2013 was $16.4 million of profit from railcar sales totaling $111.8 million compared to $15.3 million of profit from railcar sales totaling $49.5 million for the same period last year. Operating profit from operations, which excludes profit from railcar sales, increased for the three months ended December 31, 2013 compared to the same period last year due to higher rental rates and lease fleet growth.

The Inland Barge Group reported revenues of $142.9 million compared to revenues of $165.4 million in the fourth quarter of 2012. Operating profit for this Group was $27.0 million in the fourth quarter of 2013 compared to $31.2 million in the fourth quarter of 2012.The decrease in revenues and operating profit compared to last year was due to lower delivery volumes and a change in product mix during the fourth quarter of 2013 compared to the same quarter last year. The Inland Barge Group received orders of $96.5 million during the quarter, and as of December 31, 2013 had a backlog of $429.6 million compared to a backlog of $476.0 million as of September 30, 2013.

The Energy Equipment Group reported revenues of $188.5 million in the fourth quarter of 2013 compared to revenues of $167.3 million in the same quarter of 2012. Revenues increased compared to the same period in 2012 due to increased demand for storage containers offset slightly by a change in product mix in our structural wind towers business. Operating profit for the fourth quarter of 2013 increased to $17.2 million compared to $8.5 million in the same quarter last year. Structural wind towers received orders with a value of $11.5 million during the quarter, resulting in a backlog for structural wind towers as of December 31, 2013 of $553.9 million, compared to a backlog of $609.9 million as of September 30, 2013.

Revenues in the Construction Products Group were $117.5 million in the fourth quarter of 2013 compared to revenues of $109.8 million in the fourth quarter of 2012. The Group recorded an operating profit of $7.3 million in the fourth quarter of 2013 compared to an operating profit of $9.4 million in the fourth quarter of 2012. Revenues increased for the fourth quarter of 2013 compared to the same period in 2012 primarily due to higher acquisition-related volumes in our Aggregates business while operating profit decreased due to product mix changes. 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.

2

At December 31, 2013, the Company had cash and marketable securities of $578.2 million. When combined with capacity under committed credit facilities, the Company had approximately $1.3 billion of available liquidity at the end of the fourth quarter.

Earnings Outlook

The Company anticipates earnings for the first quarter of 2014 of between $2.45 and $2.65 per common diluted share, which includes $1.00 to $1.10 of previously announced profit from railcar sales already closed during 2014 under the Company’s program agreement with Element Financial. This compares to $0.99 per common diluted share in the first quarter of 2013, which included a $0.08 per share gain on the sale of the Company's remaining ready-mix concrete operations. For the full year of 2014, the Company anticipates earnings per common diluted share of between $6.30 and $7.00 compared to full year earnings per common diluted share of $4.75 in 2013. Actual results may differ from present expectations, as noted below.

Share Repurchase

During the quarter, the Company repurchased 639,000 shares of common stock under its share repurchase authorization at a cost of $34.3 million leaving $91.8 million remaining under its current authorization through December 31, 2014.

Conference Call

Trinity will hold a conference call at 11:00 a.m. Eastern on February 20, 2014 to discuss its fourth quarter and full year results. To listen to the call, please visit the Investor Relations section of the Trinity Industries website, www.trin.net. An audio replay may be accessed through the Company's website or by dialing (402) 220-0117 until 11:59 p.m. Eastern on February 27, 2014.

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,” “guidance” 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 “Risk Factors” and “Forward-Looking Statements” in the Company's Annual Report on Form 10-K for the most recent fiscal year.

- TABLES TO FOLLOW -

3

Trinity Industries, Inc.

Condensed Consolidated Income Statements

(in millions, except per share amounts)

(unaudited)

	Three Months Ended December 31,
	2013			2012
Revenues	$	1,256.0		$	1,012.9
Operating costs:
Cost of revenues	962.7			800.9
Selling, engineering, and administrative expenses	80.2			64.6
(Gain)/loss on disposition of property, plant, and equipment:
Net gains on lease fleet sales	(10.8		)	(11.2		)
Disposition of flood-damaged property	—			(0.4		)
Other	(0.5		)	0.1
	1,031.6			854.0
Operating profit	224.4			158.9
Interest expense, net	45.1			50.7
Other (income) expense	(0.5		)	0.2
Income before income taxes	179.8			108.0
Provision for income taxes	60.9			37.0
Net income from continuing operations	118.9			71.0
Net gain on sale of discontinued operations	—			—
Net income (loss) from discontinued operations	0.4			(0.2		)
Net income	119.3			70.8
Net income (loss) attributable to noncontrolling interest	6.5			(0.5		)
Net income attributable to Trinity Industries, Inc.	$	112.8		$	71.3
Net income attributable to Trinity Industries, Inc. per common share:
Basic
Continuing operations	$	1.43		$	0.90
Discontinued operations	0.01			—
	$	1.44		$	0.90
Diluted
Continuing operations	$	1.43		$	0.90
Discontinued operations	0.01			—
	$	1.44		$	0.90
Weighted average number of shares outstanding:
Basic	75.9			76.8
Diluted	76.0			76.9

Operating profit from sales of railcars owned one year or less at the time of sale included in revenues and cost of revenues was $5.6 million and $4.1 million for the three months endedDecember 31, 2013 and 2012, respectively.

4

Trinity Industries, Inc.

Condensed Consolidated Income Statements

(in millions, except per share amounts)

(unaudited)

	Year Ended December 31,
	2013			2012
Revenues	$	4,365.3		$	3,811.9
Operating costs:
Cost of revenues	3,322.3			3,051.5
Selling, engineering, and administrative expenses	291.3			224.1
(Gain)/loss on disposition of property, plant, and equipment:
Net gains on lease fleet sales	(20.4		)	(33.5		)
Disposition of flood-damaged property	—			(0.4		)
Other	(0.8		)	(4.6		)
	3,592.4			3,237.1
Operating profit	772.9			574.8
Interest expense, net	185.2			193.2
Other (income) expense	(2.8		)	(4.3		)
Income before income taxes	590.5			385.9
Provision for income taxes	204.4			134.0
Net income from continuing operations	386.1			251.9
Net gain on sale of discontinued operations	7.1			—
Net income (loss) from discontinued operations	(0.8		)	1.8
Net income	392.4			253.7
Net income (loss) attributable to noncontrolling interest	16.9			(1.5		)
Net income attributable to Trinity Industries, Inc.	$	375.5		$	255.2
Net income attributable to Trinity Industries, Inc. per common share:
Basic
Continuing operations	$	4.68		$	3.18
Discontinued operations	0.08			0.02
	$	4.76		$	3.20
Diluted
Continuing operations	$	4.67		$	3.17
Discontinued operations	0.08			0.02
	$	4.75		$	3.19
Weighted average number of shares outstanding:
Basic	76.4			77.3
Diluted	76.5			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 $9.1 million and $24.8 million for the years ended December 31, 2013 and 2012, respectively.

5

Trinity Industries, Inc.

Condensed Segment Data

(in millions)

(unaudited)

	Three Months Ended December 31,
Revenues:	2013			2012
Rail Group	$	855.5		$	571.1
Construction Products Group	117.5			109.8
Inland Barge Group	142.9			165.4
Energy Equipment Group	188.5			167.3
Railcar Leasing and Management Services Group	190.8			150.7
All Other	23.6			20.3
Segment Totals before Eliminations	1,518.8			1,184.6
Eliminations - lease subsidiary	(196.0		)	(105.1		)
Eliminations - other	(66.8		)	(66.6		)
Consolidated Total	$	1,256.0		$	1,012.9
	Three Months Ended December 31,
Operating profit (loss):	2013			2012
Rail Group	$	157.4		$	70.7
Construction Products Group	7.3			9.4
Inland Barge Group	27.0			31.2
Energy Equipment Group	17.2			8.5
Railcar Leasing and Management Services Group	85.5			72.9
All Other	(5.7		)	(3.1		)
Segment Totals before Eliminations and Corporate Expenses	288.7			189.6
Corporate	(23.5		)	(17.9		)
Eliminations - lease subsidiary	(40.0		)	(13.6		)
Eliminations - other	(0.8		)	0.8
Consolidated Total	$	224.4		$	158.9

6

Trinity Industries, Inc.

Condensed Segment Data

(in millions)

(unaudited)

	Year Ended December 31,
Revenues:	2013			2012
Rail Group	$	2,867.5		$	2,013.0
Construction Products Group	525.0			483.7
Inland Barge Group	576.7			675.2
Energy Equipment Group	665.4			558.6
Railcar Leasing and Management Services Group	645.4			647.1
All Other	86.6			81.4
Segment Totals before Eliminations	5,366.6			4,459.0
Eliminations - lease subsidiary	(756.5		)	(485.9		)
Eliminations - other	(244.8		)	(161.2		)
Consolidated Total	$	4,365.3		$	3,811.9
	Year Ended December 31,
Operating profit (loss):	2013			2012
Rail Group	$	489.7		$	199.0
Construction Products Group	52.6			44.8
Inland Barge Group	96.0			124.7
Energy Equipment Group	61.4			18.2
Railcar Leasing and Management Services Group	296.8			300.9
All Other	(13.7		)	(10.2		)
Segment Totals before Eliminations and Corporate Expenses	982.8			677.4
Corporate	(73.4		)	(51.5		)
Eliminations - lease subsidiary	(135.4		)	(50.8		)
Eliminations - other	(1.1		)	(0.3		)
Consolidated Total	$	772.9		$	574.8

7

Trinity Industries, Inc.

Condensed Consolidated Balance Sheets

(in millions)

(unaudited)

	December 31, 2013		December 31, 2012
Cash and cash equivalents	$	428.5	$	573.0
Short-term marketable securities	149.7		—
Receivables, net of allowance	372.7		390.0
Inventories	814.7		702.1
Restricted cash	260.7		223.2
Net property, plant, and equipment	4,770.6		4,299.0
Goodwill	278.2		240.4
Assets held for sale and discontinued operations	—		27.9
Other assets	238.3		214.3
	$	7,313.4	$	6,669.9
Accounts payable	$	216.3	$	188.2
Accrued liabilities	567.4		583.1
Debt, net of unamortized discount of $74.1 and $87.5	2,989.8		3,055.0
Deferred income	40.8		44.5
Deferred income taxes	650.7		572.4
Other liabilities	99.3		85.4
Liabilities held for sale and discontinued operations	—		3.7
Stockholders' equity	2,749.1		2,137.6
	$	7,313.4	$	6,669.9

Certain prior year balances have been reclassified to conform to the 2013 presentation.

8

Trinity Industries, Inc.

Additional Balance Sheet Information

(in millions)

(unaudited)

	December 31, 2013			December 31, 2012
Property, Plant, and Equipment
Corporate/Manufacturing:
Property, plant, and equipment	$	1,418.9		$	1,260.1
Accumulated depreciation	(748.3		)	(720.8		)
	670.6			539.3
Leasing:
Wholly-owned subsidiaries:
Machinery and other	10.3			9.6
Equipment on lease	3,509.1			3,157.5
Accumulated depreciation	(554.8		)	(468.4		)
	2,964.6			2,698.7
Partially-owned subsidiaries:
Equipment on lease	1,887.2			1,661.0
Accumulated depreciation	(202.1		)	(153.8		)
	1,685.1			1,507.2
Net deferred profit on railcars sold to the Leasing Group	(549.7		)	(446.2		)
	$	4,770.6		$	4,299.0
Leasing portfolio information:
Portfolio size (number of railcars)	75,685			71,455
Portfolio utilization	99.5		%	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.

9

Trinity Industries, Inc.

Additional Balance Sheet Information

(in millions)

(unaudited)

	December 31, 2013			December 31, 2012
Debt
Corporate - Recourse:
Revolving credit facility	$	—		$	—
Convertible subordinated notes	450.0			450.0
Less: unamortized discount	(74.1		)	(87.5		)
	375.9			362.5
Other	0.9			1.2
	376.8			363.7
Leasing:
Wholly-owned subsidiaries:
Recourse:
Capital lease obligations	42.2			45.8
Term loan	—			48.6
	42.2			94.4
Non-recourse:
Secured railcar equipment notes	766.6			806.5
Warehouse facility	152.0			173.6
Promissory notes	396.1			424.1
	1,314.7			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	1,256.1			1,131.5
	1,256.1			1,192.7
	$	2,989.8		$	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.

10

Trinity Industries, Inc.

Additional Balance Sheet Information

(in millions)

(unaudited)

	December 31, 2013			December 31, 2012
Leasing Debt Summary
Total Recourse Debt	$	42.2		$	94.4
Total Non-Recourse Debt(1)	2,570.8			2,596.9
	$	2,613.0		$	2,691.3
Total Leasing Debt
Wholly-owned subsidiaries	$	1,356.9		$	1,498.6
Partially-owned subsidiaries(1)	1,256.1			1,192.7
	$	2,613.0		$	2,691.3
Equipment on Lease(2)
Wholly-owned subsidiaries	$	2,964.6		$	2,698.7
Partially-owned subsidiaries	1,685.1			1,507.2
	$	4,649.7		$	4,205.9
Total Leasing Debt as a % of Equipment on Lease
Wholly-owned subsidiaries	45.8		%	55.5		%
Partially-owned subsidiaries	74.5		%	79.1		%
Combined	56.2		%	64.0		%

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.

(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.

11

Trinity Industries, Inc.

Condensed Consolidated Cash Flow Statements

(in millions)

(unaudited)

	Year Ended December 31,
	2013			2012
Operating activities:
Net income	$	392.4		$	253.7
Adjustments to reconcile net income to net cash provided by operating activities:
Income from discontinued operations	(6.3		)	(1.8		)
Depreciation and amortization	211.5			193.7
Net gains on sales of railcars owned more than one year at the time of sale	(20.4		)	(33.5		)
Other	107.9			177.2
Changes in assets and liabilities:
(Increase) decrease in receivables	17.2			2.7
(Increase) decrease in inventories	(95.6		)	(128.0		)
Increase (decrease) in accounts payable and accrued liabilities	101.4			108.8
Other	(45.9		)	(45.4		)
Net cash provided by operating activities	662.2			527.4
Investing activities:
Proceeds from sales of railcars owned more than one year at the time of sale	131.6			126.3
Proceeds from disposition of property, plant, and equipment	3.7			16.8
Capital expenditures - leasing, net of sold railcars owned one year or less with a net cost of $49.4 and $93.8	(581.1		)	(352.6		)
Capital expenditures - manufacturing and other	(149.9		)	(116.6		)
(Increase) decrease in short-term marketable securities	(149.7		)	—
Acquisitions	(73.2		)	(46.2		)
Other	0.6			60.9
Net cash required by investing activities	(818.0		)	(311.4		)
Financing activities:
Payments to retire debt	(262.1		)	(378.4		)
Proceeds from issuance of debt	175.0			443.8
Shares repurchased	(103.2		)	(45.2		)
Dividends paid to common shareholders	(39.3		)	(31.7		)
Proceeds from sale of interests in partially-owned leasing subsidiaries	296.7			—
Repurchase of noncontrolling interest	(84.0		)	—
Net contributions from noncontrolling interest	40.0			—
Other	(11.8		)	17.4
Net cash provided by financing activities	11.3			5.9
Net increase (decrease) in cash and cash equivalents	(144.5		)	221.9
Cash and cash equivalents at beginning of period	573.0			351.1
Cash and cash equivalents at end of period	$	428.5		$	573.0

Certain prior year balances have been reclassified to conform to the 2013 presentation.

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.

	Three Months Ended December 31, 2013						Three Months Ended December 31, 2012
	Income (Loss)			Average Shares	EPS		Income (Loss)			Average Shares	EPS
Net income from continuing operations	$	118.9					$	71.0
Less: net income (loss) from continuing operations attributable to noncontrolling interest	6.5						(0.5		)
Net income from continuing operations attributable to Trinity Industries, Inc.	112.4						71.5
Unvested restricted share participation	(3.7		)				(2.1		)
Net income from continuing operations attributable to Trinity Industries, Inc. - basic	108.7			75.9	$	1.43	69.4			76.8	$	0.90
Effect of dilutive securities:    Stock options	—			0.1			—			0.1
Net income from continuing operations attributable to Trinity Industries, Inc. - diluted	$	108.7		76.0	$	1.43	$	69.4		76.9	$	0.90
Net income (loss) from discontinued operations, net of taxes	$	0.4					$	(0.2	)
Unvested restricted share participation	—						—
Net income (loss) from discontinued operations, net of taxes - basic	0.4			75.9	$	0.01	(0.2		)	76.8	$	—
Effect of dilutive securities:    Stock options	—			0.1			—			0.1
Net income (loss) from discontinued operations, net of taxes - diluted	$	0.4		76.0	$	0.01	$	(0.2	)	76.9	$	—

	Year Ended December 31, 2013						Year Ended December 31, 2012
	Income (Loss)			Average Shares	EPS		Income (Loss)			Average Shares	EPS
Net income from continuing operations	$	386.1					$	251.9
Less: net income (loss) from continuing operations attributable to noncontrolling interest	16.9						(1.5		)
Net income from continuing operations attributable to Trinity Industries, Inc.	369.2						253.4
Unvested restricted share participation	(12.0		)				(7.7		)
Net income from continuing operations attributable to Trinity Industries, Inc. - basic	357.2			76.4	$	4.68	245.7			77.3	$	3.18
Effect of dilutive securities:    Stock options	—			0.1			—			0.2
Net income from continuing operations attributable to Trinity Industries, Inc. - diluted	$	357.2		76.5	$	4.67	$	245.7		77.5	$	3.17
Net income (loss) from discontinued operations, net of taxes	$	6.3					$	1.8
Unvested restricted share participation	(0.2		)				(0.1		)
Net income (loss) from discontinued operations, net of taxes - basic	6.1			76.4	$	0.08	1.7			77.3	$	0.02
Effect of dilutive securities:    Stock options	—			0.1			—			0.2
Net income (loss) from discontinued operations, net of taxes - diluted	$	6.1		76.5	$	0.08	$	1.7		77.5	$	0.02

13

Trinity Industries, Inc.

Reconciliation of EBITDA

(in millions)

(unaudited)

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

	Three Months Ended December 31,
	2013		2012
Net income from continuing operations	$	118.9	$	71.0
Add:
Interest expense	45.8		51.1
Provision for income taxes	60.9		37.0
Depreciation and amortization expense	55.3		49.2
Earnings from continuing operations before interest expense, income taxes, and depreciation and amortization expense	$	280.9	$	208.3

	Year Ended December 31,
	2013		2012
Net income from continuing operations	$	386.1	$	251.9
Add:
Interest expense	187.3		194.7
Provision for income taxes	204.4		134.0
Depreciation and amortization expense	211.5		193.7
Earnings from continuing operations before interest expense, income taxes, and depreciation and amortization expense	$	989.3	$	774.3

- END -

14

EX-99.2

Exhibit 99.2

Trinity Industries, Inc.

Earnings Release Conference Call

Comments of Gail M. Peck

Vice President and Treasurer

February 20, 2014

Thank you, Erika. Good morning everyone. Welcome to the Trinity Industries’ fourth 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 February 27, 2014. The access number is (402) 220-0117. Also the replay will be available on the website located at www.trin.net. We look forward to visiting with you again on our next conference call. Thank you for joining us this morning.

EX-99.3

Exhibit 99.3

Trinity Industries, Inc.

Earnings Release Conference Call

Comments of Timothy R. Wallace

Chairman, Chief Executive Officer, and President

February 20, 2014

Thank you, Gail and good morning everyone.

I am pleased with our accomplishments and the strong financial results for the 4th quarter and for the entire year. We achieved a number of key financial milestones. During the quarter and the full year, our revenues, net income and EPS all reached new record levels. Our businesses are continuing to create value by leveraging their combined expertise, competencies, and manufacturing capacity to produce their products. We are also making great progress in the business development area. We have a great deal of positive momentum occurring within our company.

Our Rail Group generated strong financial results IN the 4^th quarter, reporting a record level of quarterly revenue and operating profit. I remain impressed with the Group’s ability to continue to improve its performance while converting manufacturing space, making line changeovers and increasing production levels.

Our railcar leasing company delivered another quarter of solid results. In December, we announced a strategic alliance with Element Financial Corporation. Under the terms of thIS agreement, we are assisting Element to develop a diversified portfolio of up to $2 billion of leased railcars over a multi-year period. The agreement also provides for our leasing company to be the servicer of their railcar fleet. This alliance is consistent with our strategy to continue growing our leasing platform while maintaining ongoing relationships with our lessees.

I am pleased with the way our Inland Barge Group maintained consistent margins on a lower revenue run rate during the 4^th quarter. The Group illustrated its operational flexibility in 2013 by successfully converting a portion of its manufacturing capacity from dry cargo barges to tank barges. This conversion was a significant accomplishment.

Our Construction Products Group is continuing to make good progress to improve its overall performance. We expect to realize benefits from the repositioning of this segment.

The 4^th quarter financial performance of our Energy Equipment Group continued to show significant improvement year-over-year. We continue to reposition our Energy Equipment Group by expanding its product offerings to serve customers in the oil, gas and chemicals industries. In January, we announced the acquisition of two companies that manufacture cryogenic products. In addition, in early February, we announced the acquisition of Platinum Energy Services. Platinum manufactures a variety of products that are used at the well-site and mid-stream locations. These three companies expand our portfolio of energy equipment products and bring strong competencies as well as energy industry expertise to our businesses.

The energy renaissance in the U.S. and Canada has created strong demand for many of our storage and transportation products. During the past few years, our customers have ordered railcars and barges to transport crude oil as well as storage tanks to hold various forms of gas products. We anticipate there will be demand for the storage and transportation of products supporting the production of chemicals and petrochemicals. Our companies are in a strong position to serve this demand. Over the long term we expect to see additional

demand developing in Mexico for our transportation and storage products that serve the oil, gas and chemicals industries.

Trinity’s financial health remains solid, and we are in a strong position with a large backlog of orders in our major businesses. Our businesses are driven by sustainable progress and are constantly striving to reach new levels of achievement. We are continuing to devote resources to identify acquisition candidates that have products, services, technology and competencies that enrich and expand our industrial manufacturing platforms.

Our people make a major difference in the performance of our company. We have a very strong team, and we continue to add resources that will help us perform better. I am especially proud of the accomplishments of the industrial athletes who work in our manufacturing facilities. They have performed exceptionally well as we continue to flex 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

February 20, 2014

Thank you Tim and good morning everyone.

I am pleased with our Inland Barge Group’s fourth quarter results, which showed solid improvement over the third quarter of 2013, in large part due to our recent investments in our facilities. These investments enhanced our flexibility, allowing us to produce a more favorable product mix.

During the fourth quarter, our barge group took orders totaling approximately $97 million, bringing the barge backlog to $430 million at the end of the year. Demand for hopper barges is still weak despite the relatively strong harvest last fall, which typically stimulates equipment purchases. We believe this is in part due coal barges being converted to transport agriculture products. We are watching these demand drivers closely and are well-positioned should a pickup in activity occur.

Demand drivers for tank barge orders continue to be favorable; however, our customers are closely monitoring the absorption of new equipment into the marketplace. As upstream infrastructure investments are completed, we expect downstream markets to begin expanding, resulting in increasing shipments of chemical and petrochemical commodities, which should have a positive effect on tank barge demand.

For the full-year 2014, we currently expect a revenue run rate similar to 2013, and a slight decline in profit due to our planned production mix. We have a steady backlog of orders, and our facilities are well positioned to respond to any additional changes in demand.

Moving to our Construction Products Group

Revenue increased modestly due to acquisition-related volumes. Operating margin declined year-over-year to 6.2% from 8.5%, primarily due to weather-related issues. The first quarter of 2014 continues to be relatively slow due to poor weather conditions.

In the fourth quarter, we acquired a galvanizing business located in San Antonio, Texas. This facility provides a full range of galvanizing services to a diverse group of industrial and energy end markets in the surrounding area. Our galvanizing operations are primarily located in the southern U.S. We will continue to seek opportunities in the galvanizing business.

Inquiry levels for highway products are stable, with activity in 2014 expected to be similar to 2013. There continues to be uncertainty due to the expiration of the current Federal Highway Bill in October. Until these issues are addressed, revenue and earnings growth from this segment will likely be acquisition related.

Moving to our Energy Equipment Group

During the fourth quarter, the group set new records for both quarterly and annual revenues. I am pleased with the group’s progress in growing its portfolio of businesses. Fourth quarter revenues increased approximately 13% year-over-year, primarily due to increased shipments of domestic containers serving the agricultural, industrial, and residential markets, and storage containers serving the energy sector. The group reported an operating profit of $17 million and a margin of 9.1%.

Our wind towers business is well positioned to realize operating leverage during 2014 due to its strong backlog of $554 million.

Since the start of this year, we completed three acquisitions in the Energy Equipment Group. These businesses are expected to add a combined revenue of $90 to $100 million on an annual basis.

The acquisition of Wesmor Cryogenic and Alloy Custom Products broadens our presence in the cryogenic containers market. Combined, these two acquisitions have placed Trinity as one of the market leaders in cryogenic transportation equipment.

Cryogenic products are double-wall tanks used to store and transport liquefied gasses for a variety of uses. One of the growing uses is for liquefied natural gas or LNG.

In addition, we also acquired Platinum Energy Services, which expands our product portfolio to include energy-related equipment used at the well-site and in midstream locations.

We continue to invest resources to identify and pursue opportunities to add new businesses to our portfolio that enhances our competencies, complements our product offering, and expands our reach in the markets we are pursuing.

Overall, I am pleased with our performance during the fourth quarter.

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

EX-99.5

Exhibit 99.5

Trinity Industries, Inc.

Earnings Release Conference Call

Comments of D. Stephen Menzies

Senior Vice President and Group President

Rail and Railcar Leasing Groups

February 20, 2014

Thank you, Bill, good morning!

I am very pleased with the accomplishments of the TrinityRail team during the fourth quarter and throughout 2013. Our Rail Group experienced its fourth consecutive quarter of record operating profit and our highest-ever operating margin driven by a 17% increase in railcar shipments compared to the third quarter. Our Leasing Group continues to generate strong returns and contribute steady cash flows to the Company resulting from strong lease renewals, fleet growth and our alliance with Element Financial. I continue to be encouraged with the way our North American industrial markets are developing and the resulting opportunities for TrinityRail.

We are very pleased to have completed the formation of our $2 billion strategic alliance with Element Financial during the 4^th quarter. Our alliance enhances our ability to continue growing our leasing platform in a capital efficient manner while maintaining ongoing relationships with our commercial customers. Element’s desire to invest in leased railcars and the confidence they have placed in Trinity to originate and manage these assets is an exciting opportunity. Along with RIV 2013, the $1 billion railcar investment partnership we announced last May, these two transactions expand the funding relationships we have developed with institutional investors desiring to invest in portfolios of leased railcars. These lease funding alternatives, along with Trinity’s strong balance sheet, increases our leasing capacity.

Our overall leasing strategy has not changed. TrinityRail was developed to offer comprehensive, integrated railcar products and service solutions to our customers, a “one-stop shop” business model including leasing services. Our model has two key objectives: providing a steady flow of equipment orders for our manufacturing operations and generating a stable stream of earnings and cash flow for Trinity. Over the last 12 years, we have invested significant capital to grow our lease portfolio from approximately 13,000 railcars in 2001 to the size and scale that it has today with over 75,000 railcars under lease to over 500 industrial shippers. The RIV 2013 and Element transactions increase Trinity’s financial flexibility and strengthen our ability to originate leases with our industrial customers while maintaining those direct commercial relationships. As we originate a railcar lease, we now have the flexibility, to retain the asset in our wholly-owned portfolio, share in the investment with third party investors, as in RIV 2013, or sell the asset and retain the management and servicing, like we are doing with Element. This flexibility enhances our ability to grow our lease portfolio. I am very pleased with the growth of our leasing platform and the progress we have made in expanding our access to capital to support our strong lease origination capability.

Our Leasing Group earned record operating profit during the fourth quarter resulting from lease fleet additions, solid increases in lease rates, and secondary market sales of railcars under the initial phase of the program agreement with Element. Our lease fleet utilization at the end of the fourth quarter increased to 99.5%.

During the fourth quarter, the Rail Group delivered approximately 1,670 new railcars to our lease fleet portfolio. Our total lease portfolio, including partially-owned subsidiaries, now stands at approximately 75,685 railcars after secondary railcar sales, an increase of 6% year-over-year. At the end of the quarter,

approximately 17% of the units in our railcar order backlog - with a total value of $827 million - were slated for customers of our leasing business.

During the fourth quarter, the Rail Group delivered 7,280 railcars and generated our highest ever quarterly operating profit and margin. In spite of several product line changeovers and further capacity additions during the fourth quarter, our workforce did an amazing job realizing strong operating efficiencies while meeting stringent customer delivery requirements. For the full year 2013, we delivered 24,335 railcars, a 26% increase over 2012 deliveries. We anticipate unit deliveries during 2014 to be in the range of 25,500-27,500.

North American railcar industry orders in the fourth quarter were solid and continued to reflect improving demand for a broader mix of freight cars. The industry backlog declined slightly as capacity increases outpaced orders, but still remains at a very healthy 72,900 railcars. During the fourth quarter, TrinityRail received orders for 7,125 new railcars including tank cars, covered hoppers and auto racks from railroads, 3^rd party lessors and industrial shippers. Our backlog now stands at 39,895 railcars with a value of approximately $5.0 billion. Current inquiry levels reflect continuing demand for covered hoppers to serve the frac sand and construction markets, grain and petro-chemicals such as resins. Auto racks continue to be in steady demand, resulting from increased North American automobile production.

We are receiving an increasing level of inquiries for a greater variety of freight cars as the economy continues to grow and fleet replacement opportunities develop. The markets that we serve are dynamic. Our highly flexible railcar manufacturing and strong leasing platform is uniquely positioned to respond to market demand changes quickly and effectively. We have additional production capacity available to respond to increased freight car demand should current market trends continue.

We continue to see attributes of this railcar cycle as different from previous cycles because of the energy renaissance occurring in North America. Inquiries for tank cars are continuing at high levels as additional crude oil loading facilities and petrochemical production expansion comes online. As the energy market matures and investments for infrastructure are completed, opportunities for rail transportation will develop throughout the crude oil and petrochemical supply chains.

I would like to provide a brief update on the potential industry regulatory changes pertaining to DOT-111 tank cars that transport flammable liquids. According to the Railway Supply Institute, as of September 30, 2013, there were approximately 272,120 DOT-111 tank cars in the North American fleet. Of that total, approximately 94,180 tank cars transport flammable liquids. Over 70% of the DOT 111 tank cars that transport flammable liquids carry either ethanol or crude oil.

Let me provide some history for you as context for the issues our industry faces. Following several derailments involving ethanol unit trains and subsequent recommendations from the National Transportation Safety Board in May 2011, the Association of American Railroads Tank Car Committee petitioned the Pipeline and Hazardous Materials Safety Administration (“PHMSA”) regarding the re-examination of the existing tank car design transporting hazardous materials including flammable materials . The AAR Tank Car Committee is comprised of representatives from railroads, railcar manufacturers, railcar lessors, industrial shippers and railcar owners and collaborates closely with the Federal Railway Administration, PHMSA and Transport Canada on tank car designs. A new enhanced tank car design involving thicker steel, head shields, and enhanced top fittings protection was proposed at that time by the AAR Tank Car Committee. In the absence of PHMSA issuing a ruling, the AAR in “good-faith” adopted the new tank car design for new DOT 111 tank cars ordered after October 2011 for flammable service . These tank cars are referred to in the industry as the “good-faith” tank cars. The tank cars ordered prior to October 2011 are referred to in the industry as the “legacy” cars.

As of December 31, 2013, there were approximately 12,200 DOT 111 tank cars in flammable service in Trinity’s wholly and partially owned lease fleets. Of these tank cars, approximately 2,600 are “good-faith” cars built to the current AAR standard adopted in October 2011 and approximately 9,600 are “legacy” cars.

Following the derailment of crude oil unit trains in Quebec in 2013, and additional derailments that occurred after that time, PHMSA issued an Advanced Notice of Proposed Rulemaking in September requesting interested parties to comment on recommendations proposed by the National Transportation Safety Board and other petitions regarding regulatory requirements for DOT 111 tank cars. PHMSA is currently reviewing the comments submitted in response to the ANPRM. There are three categories of tank cars that a proposed rulemaking may likely address --proposed rules that may apply to “legacy” tank cars, “good-faith” tank cars and a “next generation” tank car. We are closely monitoring the regulatory process and potential outcomes. Trinity is a member of the Railway Supply Institute and an active participant on the American Association of Railroads Tank Car Committee.

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. These are very complex and technical public safety issues that require extensive review, as they should. The rulemaking process is thorough, as it is crucial to get input from a wide variety of stakeholders, including shippers and carriers, railcar owners and builders and state and local officials. As we gain further clarity, we will provide an update on how we plan to address any changes and continue to offer premier railcar products and services to our customers.

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

EX-99.6

Exhibit 99.6

Trinity Industries, Inc.

Earnings Release Conference Call

Comments of James E. Perry

Senior Vice President and Chief Financial Officer

February 20, 2014

Thank you, Steve and good morning everyone.

Yesterday, we announced strong fourth quarter and full year 2013 financial results, reporting record revenues and earnings per share for both periods. During the quarter, we reported revenues of $1.3 billion and earnings per share of $1.44. Quarterly net income increased by more than 58% compared to last year, resulting in the most profitable quarter in Trinity’s history.

During the fourth quarter, we repurchased 639,000 shares of our common stock in the open market for a total cost of $34 million. For the full year, we repurchased approximately 2.5 million shares for a total cost of $108 million. The 15% increase in the quarterly dividend we announced in September became effective during the fourth quarter, bringing the total increase in the dividend during 2013 to 36%. The actions taken in 2013 reflect our ongoing commitment to return capital to our shareholders.

The $2 billion strategic railcar alliance that we formed with Element Financial during the fourth quarter was an important accomplishment for Trinity.  The alliance enhances our flexibility to continue growing our leasing presence in a capital efficient manner, while maintaining ongoing commercial relationships with our lessees. The capital generated through the alliance can be invested in our railcar leasing and management services platform, our portfolio of diversified industrial businesses, or other investments that will enhance shareholder returns.  Since we announced the agreement in December, Element has purchased $500 million of railcars from the lease fleet, generating earnings per share of approximately $1.12 to $1.22, of which $0.12 per share was recorded in the fourth quarter.

During the next twelve months, we plan to deliver another $500 million of leased railcars to Element, primarily from our current leasing backlog.  At this time, it is difficult to precisely project the exact timing and composition of each group of leased railcars that we will sell to Element.  Revenue and profit from these new railcar sales will be recorded in our Rail Group, either as a direct sale to Element or as a sale to the Leasing Group. If the cars are sold to the Leasing Group, we will eliminate the revenue and defer the profit at the consolidated level during that quarter. The sale of a railcar from the lease fleet to Element, in a future quarter, would then be recorded in the Leasing Group as a car sale.

Under the terms of the program agreement, Element is expected to add another $1 billion of leased railcars to its portfolio during 2015.  These railcars will come from our leasing backlog, the wholly-owned lease fleet, and from other secondary market sources.

During 2013, we invested capital across a number of areas. We invested approximately $150 million in capital expenditures for our manufacturing and corporate operations, and $581 million in the lease fleet. We returned approximately $145 million to shareholders through share repurchases and dividends and invested $73 million in acquisitions during the year.

In 2014, we expect to identify additional investment opportunities in all of these areas. The timing of our investments will be determined by our ability to find quality opportunities as the year progresses. During the last decade, we invested nearly $4.8 billion in our railcar leasing business. Its scale now provides a base load of business for our rail manufacturing companies and a steady level of earnings and cash flow for our

shareholders. The Element alliance, along with the RIV-2013 investment partnership that we formed last May, provides us with additional financial flexibility. Given our strong financial position, the solid backlog of orders in our major businesses, and a stable leasing operations platform, the time is right to pursue growth opportunities that will enhance the other business segments within our diversified industrial portfolio.

We are off to a strong start in 2014 with respect to investing our capital for growth. We have already completed three acquisitions in our Energy Equipment Group for a total investment of approximately $120 million.  Wesmor Cryogenics, Alloy Custom Products, and Platinum Energy manufacture products that provide us with important competencies as we grow our presence in the energy markets. As we work with our Board of Directors on the investment of capital, our focus is on enhancing the long-term growth of the Company and increasing shareholder value.

I will now turn to our current outlook for the year 2014.

For the first quarter of 2014, we anticipate earnings per share of between $2.45 and $2.65, which includes between $1.00 and $1.10 per share of profit from sales of leased railcars to Element already closed during the quarter. Our anticipation for EPS for the full year is between $6.30 and $7.00.

In the Rail Group, our 2014 revenue guidance is between $3.1 billion and $3.4 billion based on our delivery guidance of between 25,500 and 27,500 railcars. We expect a full-year operating margin of between 17.5% and 19% for the Rail Group. This Group continues to achieve strong margins and maintains an order backlog of $5.0 billion of railcars for future deliveries.

In the Inland Barge Group, we expect full-year revenues of between $550 million and $580 million in 2014 with an operating margin of between 14% and 16% for the year.

In the Energy Equipment Group, our 2014 revenue guidance is between $840 million and $885 million. This represents expected growth of 26% to 33% and would result in record revenues for this Group. We expect the range of operating margin for the year to be between 11% and 12%. The year over year improvement in both revenues and profit reflects the expected solid performance of our wind towers business, strong demand for storage containers, and results from the recent acquisitions made in this Group.

In the Construction Products Group, we expect full-year revenues of between $530 million and $560 million in 2014, with an operating margin of between 12% and 13.5%. The improvement in results reflects the benefits from repositioning activities that have been occurring in this Group.

In the Railcar Leasing and Management Services Group, we expect 2014 operating revenue of between $585 million and $615 million and operating profit of between $260 million and $280 million, similar to 2013 levels. As a result of the sale of the first $500 million of railcars to Element, our profit from leasing operations is expected to be between $30 million and $35 million lower than had the cars remained in our 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. As a result of this, we expect to deduct between $27 million and $35 million of earnings in 2014. As we have indicated on previous earnings calls, TRIP and RIV 2013’s partnership tax status results in no taxes applied to the amount of non-controlling earnings deducted from Trinity’s income statement.

In addition to the guidance I just provided for the Leasing Group, we expect to report revenue from railcar sales from the lease fleet of between $315 million and $330 million and operating profit of between $165 million and $180 million, primarily from the program agreement with Element. A railcar sale is reported in revenue if the railcar has been in the fleet for less than one year. Otherwise, it is reported as a disposition of a long-term asset with no revenue recorded. Of the $396 million of railcars that were sold to Element during January, approximately $174 million will be reported in first quarter revenue and the remaining amount will be reported on the cash flow statement as proceeds from car sales. As I mentioned earlier, the amount of revenue and profit recognized from car sales in 2014 will depend on the timing of leased railcar deliveries to Element. There could be a shift from car sale revenue and profit to leasing eliminations and deferrals, or vice versa, in any one quarter, with no impact on the overall level of consolidated profit recorded, though the timing may vary from one quarter to another.

For 2014, we expect to eliminate between $645 million and $675 million of revenue and defer between $100 million and $115 million of operating profit due to the addition of new railcars to the wholly- and partially-owned lease fleets, including railcars sold to RIV 2013. The level of eliminations is lower than last year primarily due to the program agreement with Element. For 2014, we do not expect the net investment in new railcars to consume any cash due to expected proceeds received from railcar sales during the year.

Full-year manufacturing and corporate capital expenditures for 2014 are expected to be between $200 million and $250 million as we maintain our facilities and invest in organic growth to meet market demand for our products. We expect between $250 million and $270 million of revenue eliminations for other intercompany transactions. In addition, corporate expenses are expected to range from $87 million to $97 million for the year, as a result of our growing business operations and acquisitions.

For 2014, our guidance assumes a tax rate of between 35% and 36% for the year.

Before I conclude, let me address the accounting treatment on our earnings per share calculation for the Company’s $450 million convertible notes issued in 2006. Details pertaining to these notes are included in Note 11 of our 10-K.

These convertible notes will have a dilutive effect on quarterly EPS if the average market price of our common stock during the quarter exceeds the convertible notes conversion price. At the end of 2013, the conversion price was $50.78. Since issuance of the notes, our quarterly average stock price has been below the conversion price. Thus, we have not included any additional shares in the denominator of our diluted EPS calculation for any historical quarterly reporting period.

Our common stock is currently trading above the conversion price. If the average price of the stock for the quarter remains above the conversion price, we will report additional shares as part of our diluted EPS calculation. For example, a $60 average stock price would result in an additional 1.4 million shares being added to our diluted share count for the purposes of calculating EPS.

Our annual guidance uses a full-year weighted average share count of approximately 77 million shares for the purpose of calculating fully diluted EPS. This share count includes the potential dilutive impact from our convertible notes at the $60 price that was used in my example.

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 23 cents per share for the full year 2014, compared to calculating Trinity’s EPS directly from the face of the income statement. This is included in our EPS guidance as well.

Our full-year guidance range reflects earnings per share growth of 33% to 47% compared to last year and would result in the achievement of a new level of record annual earnings for Trinity. We remain very pleased with the focused dedication of all our employees who helped deliver impressive growth and high quality earnings during 2013.

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

-- Q&A Session --