8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): April 29, 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 April 29, 2014, announcing operating results for the three month period ended March 31, 2014, a copy of which is furnished as exhibit 99.1 and incorporated herein by reference. On April 30, 2014, the Registrant held a conference call and web cast with respect to its financial results for the three month period ended March 31, 2014. The conference call scripts of Gail M. Peck, Vice President and Treasurer; Timothy R. Wallace, Chairman, Chief Executive Officer, and President; William A. McWhirter II, Senior Vice President and Group President of the Construction Products, Energy Equipment and Inland Barge Groups; D. Stephen Menzies, Senior Vice President and Group President of the Rail and Railcar Leasing Groups; and James E. Perry, Senior Vice President and Chief Financial Officer are furnished as exhibits 99.2, 99.3, 99.4, 99.5, and 99.6, respectively, and incorporated herein by reference.

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

Item 7.01 Regulation FD Disclosure.

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

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

Item 9.01 Financial Statements and Exhibits.

(a) - (c) Not applicable.

(d) Exhibits:

Exhibit No. / Description

99.1 News Release dated April 29, 2014 with respect to the operating results for the three month period ended March 31, 2014.

99.2 Conference call script of April 30, 2014 of Gail M. Peck, Vice President and Treasurer.

99.3 Conference call script of April 30, 2014 of Timothy R. Wallace, Chairman, Chief Executive Officer, and President.

99.4 Conference call script of April 30, 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 April 30, 2014 of D. Stephen Menzies, Senior Vice President and Group President of the Rail and Railcar Leasing Groups.

99.6 Conference call script of April 30, 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.
April 30, 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 April 29, 2014 with respect to the operating results for the three month period ended March 31, 2014
99.2	Conference call script of April 30, 2014 of Gail M. Peck, Vice President and Treasurer
99.3	Conference call script of April 30, 2014 of Timothy R. Wallace, Chairman, Chief Executive Officer, and President.
99.4	Conference call script of April 30, 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 April 30, 2014 of D. Stephen Menzies, Senior Vice President and Group President of the Rail and Railcar Leasing Groups.
99.6	Conference call script of April 30, 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 First Quarter 2014 Results and

Increases Full Year 2014 Earnings Guidance

DALLAS, Texas - April 29, 2014 - Trinity Industries, Inc. (NYSE:TRN) today announced earnings results for the first quarter ended March 31, 2014, including the following significant highlights:

• Record quarterly earnings per common diluted share of $2.85, a 188% increase year-over-year

• Record quarterly revenue and net income of $1.5 billion and $226.4 million, respectively, a year-over-year increase of 57% and 186%, respectively

• Anticipates full year 2014 earnings per common diluted share of between $7.00 and $7.50, compared to its previous full year 2014 earnings guidance of between $6.30 and $7.00

• Rail Group receives orders for 9,625 new railcars during the first quarter resulting in a record backlog of 42,630 units with a record value of $5.2 billion

• Inland Barge Group receives orders with a value of $215 million, resulting in a backlog with a value of $508 million

• Receives total proceeds of $514 million from the sale of new and existing leased railcars to Element Financial Corporation under the Company’s strategic alliance formed last December

• Energy Equipment Group invests $118 million in three previously announced acquisitions of energy-related assets serving the cryogenic containers market and well-site and midstream production activities

Consolidated Results

Trinity Industries, Inc. reported net income attributable to Trinity stockholders of $226.4 million, or $2.85 per common diluted share, for the first quarter ended March 31, 2014. Net income for the same quarter of 2013 was $79.1 million, or $0.99 per common diluted share, including $6.6 million, or $0.08 per common diluted share, from discontinued operations. Revenues for the first quarter of 2014 increased 57% to $1.5 billion compared to revenues of $932.9 million for the same quarter of 2013. First quarter 2014 results benefitted from a lower effective tax rate of 32.5% primarily due to certain domestic manufacturing tax deductions, lower state taxes, and the partnership tax status of the Company’s non-controlling interests.

“The Company sustained its positive momentum during the first quarter, reporting a record level of net income and EPS that exceeded prior record levels by a wide margin,” said Timothy R. Wallace, Trinity’s Chairman, CEO and President.“During the first quarter, all of our business groups improved their results, increasing both operating profit and margin compared to the prior year. Since the fourth quarter of 2010, we have been successful in extending year-over-year growth in revenue and net income. These are tremendous accomplishments, and I am very proud of our people, whose capabilities and hard work enabled us to realign our manufacturing capacity to meet strong demand for our products and services that support the oil, gas, and chemicals industries.”

1

Mr. Wallace added, “I am pleased with the value we are creating from the strategic railcar leasing transactions we have completed over the last year. Our leasing platform provides the Company with a tremendous amount of financial flexibility, creating capital available to invest across our portfolio of businesses and grow through acquisitions. During the first quarter of 2014, we acquired the assets of three manufacturing companies that provide us with important competencies as we grow our presence in the energy markets. We will continue to invest resources to position our company for continued growth.”

Business Group Results

In the first quarter of 2014, the Rail Group reported record revenues of $857.4 million and a record operating profit of $167.5 million, resulting in increases compared to the first quarter of 2013 of 37% and 63%, respectively. The Rail Group shipped 6,890 railcars and received orders for 9,625 railcars during the first quarter. The Rail Group backlog increased to a record $5.2 billion at March 31, 2014, representing a record 42,630 railcars, compared to a backlog of $5.0 billion as of December 31, 2013, representing 39,895 railcars.

During the first quarter of 2014, the Railcar Leasing and Management Services Group reported revenues of $443.1 million compared to revenues of $134.4 million in the first quarter of 2013. Revenues from operations, included in total revenues, were $150.2 million for the first quarter of 2014 compared to $134.3 million for the same quarter of 2013 with the increase resulting from continued growth in the lease fleet, higher rental rates, and increased utilization. The Group also recognized $292.9 million in revenue from sales of railcars from the lease fleet owned for less than a year during the first quarter compared to $0.1 million in the first quarter of 2013. 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.

Operating profit for the Railcar Leasing and Management Services Group was $230.3 million for the first quarter of 2014 compared to operating profit of $61.6 million during the first quarter of 2013. Operating profit from operations increased for the three months ended March 31, 2014 compared to the same period last year due to lease fleet growth, higher rental rates, and increased utilization. Operating profit for the first quarter of 2014 included $88.9 million of profit from railcar sales owned one year or less while the comparable amount for the same period last year was insignificant. Operating profit for the first quarter of 2014 also included $77.5 million of profit from railcar sales owned more than a year totaling $224.3 million compared to $6.8 million of profit from railcar sales owned more than a year totaling $30.6 million for the first quarter of 2013. Included in these amounts are $500.6 million of sales to Element Financial Corporation with an operating profit of $161.6 million, all of which was included in the Company’s first quarter earnings guidance provided in February.

The Inland Barge Group reported revenues of $136.9 million compared to revenues of $147.4 million in the first quarter of 2013. Operating profit for this Group was $26.7 million in the first quarter of 2014 compared to $24.3 million in the first quarter of 2013.The decrease in revenues compared to last year was due to lower delivery volumes while the increase in operating profit resulted from a more favorable product mix compared to the same quarter last year. The Inland Barge Group received orders of $215.3 million during the quarter, and as of March 31, 2014 had a backlog of $508.0 million compared to a backlog of $429.6 million as of December 31, 2013.

The Energy Equipment Group reported revenues of $210.6 million in the first quarter of 2014 compared to revenues of $154.7 million in the same quarter of 2013. Revenues increased compared to the same period in 2013 due to increased demand for storage containers, higher shipments of structural wind towers, and acquisition-related volume from transactions completed in the first quarter of 2014. Operating profit for the first quarter of 2014 increased to $22.9 million compared to $14.9 million in the same quarter last year. The

2

backlog for structural wind towers as of March 31, 2014 was $476.7 million compared to a backlog of $553.9 million as of December 31, 2013.

Revenues in the Construction Products Group were $113.1 million in the first quarter of 2014 compared to revenues of $103.8 million in the first quarter of 2013. Revenues increased for the first quarter of 2014 compared to the same period in 2013 primarily due to higher acquisition-related volumes in our Aggregates business. The Group recorded an operating profit of $21.7 million in the first quarter of 2014 compared to an operating profit of $7.7 million in the first quarter of 2013. Included in the operating results for the first quarter of 2014, and the Company’s first quarter earnings guidance provided in February, is an $11.2 million gain from the sale of certain land held by our Aggregates business.

Cash and Liquidity

At March 31, 2014, the Company had cash and marketable securities of $788.6 million. When combined with capacity under committed credit facilities, the Company had approximately $1.5 billion of available liquidity at the end of the first quarter.

Share Repurchase

During the quarter, the Company repurchased approximately 138,000 shares of common stock under its share repurchase authorization at a cost of $10.0 million leaving $240.0 million remaining under its current authorization through December 31, 2015.

Convertible Notes

The Company’s $450 million convertible notes have a dilutive impact on the calculation of earnings per share when the average stock price for the quarter exceeds the conversion price. The average stock price for the first quarter was $64.08 per share compared to the conversion price in effect during the quarter of $50.69 per share, the result of which added 1,855,019 additional shares to the Company’s diluted share count, reducing earnings per share by $0.06 per share. The average stock price assumption included in the Company’s full year 2014 earnings guidance, as discussed in the next section, is $70.40, which assumes the recent $72.50 stock price for the remainder of the year, adding approximately 2.5 million shares to the Company’s diluted share count and reducing full year 2014 earnings per share by approximately $0.24 per share. The Company’s guidance assumes an annual weighted average share count of 78 million shares.

Earnings Outlook

The Company anticipates earnings for the full year of 2014 of between $7.00 and $7.50 per common diluted share compared to its previous 2014 earnings guidance of between $6.30 and $7.00 per share. This compares to full year earnings per common diluted share of $4.75 in 2013. The Company’s guidance includes a tax rate of 34.0% for the remainder of the year. Actual results may differ from present expectations, as noted below.

Conference Call

Trinity will hold a conference call at 11:00 a.m. Eastern on April 30, 2014 to discuss its first quarter results. To listen to the call, please visit the Investor Relations section of the Trinity Industries website, www.trin.net. An audio replay may be accessed through the Company’s website or by dialing (402) 220-0118 until 11:59 p.m. Eastern on May 07, 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,

3

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 -

4

Trinity Industries, Inc.

Condensed Consolidated Income Statements

(in millions, except per share amounts)

(unaudited)

	Three Months Ended March 31,
	2014			2013
Revenues	$	1,460.5		$	932.9
Operating costs:
Cost of revenues	1,074.0			711.1
Selling, engineering, and administrative expenses	83.6			69.0
(Gain)/loss on disposition of property, plant, and equipment:
Net gains on lease fleet sales	(77.5		)	(6.8		)
Other	(10.9		)	0.1
	1,069.2			773.4
Operating profit	391.3			159.5
Interest expense, net	45.9			48.8
Other (income) expense	(0.4		)	(2.7		)
Income before income taxes	345.8			113.4
Provision for income taxes	112.5			41.2
Net income from continuing operations	233.3			72.2
Net gain on sale of discontinued operations	—			7.0
Net income (loss) from discontinued operations	(0.3		)	(0.4		)
Net income	233.0			78.8
Net income (loss) attributable to noncontrolling interest	6.6			(0.3		)
Net income attributable to Trinity Industries, Inc.	$	226.4		$	79.1
Net income attributable to Trinity Industries, Inc. per common share:
Basic
Continuing operations	$	2.91		$	0.91
Discontinued operations	—			0.08
	$	2.91		$	0.99
Diluted
Continuing operations	$	2.85		$	0.91
Discontinued operations	—			0.08
	$	2.85		$	0.99
Weighted average number of shares outstanding:
Basic	75.1			76.9
Diluted	77.0			77.0

Operating profit from sales of railcars owned one year or less at the time of sale included in revenues and cost of revenues was $88.9 million and $0.0 million for the three months ended March 31, 2014 and 2013, respectively.

5

Trinity Industries, Inc.

Condensed Segment Data

(in millions)

(unaudited)

	Three Months Ended March 31,
Revenues:	2014			2013
Rail Group	$	857.4		$	625.5
Construction Products Group	113.1			103.8
Inland Barge Group	136.9			147.4
Energy Equipment Group	210.6			154.7
Railcar Leasing and Management Services Group	443.1			134.4
All Other	23.2			19.3
Segment Totals before Eliminations	1,784.3			1,185.1
Eliminations - lease subsidiary	(249.1		)	(198.0		)
Eliminations - other	(74.7		)	(54.2		)
Consolidated Total	$	1,460.5		$	932.9
	Three Months Ended March 31,
Operating profit (loss):	2014			2013
Rail Group	$	167.5		$	102.9
Construction Products Group	21.7			7.7
Inland Barge Group	26.7			24.3
Energy Equipment Group	22.9			14.9
Railcar Leasing and Management Services Group	230.3			61.6
All Other	(5.4		)	(2.6		)
Segment Totals before Eliminations and Corporate Expenses	463.7			208.8
Corporate	(23.1		)	(16.6		)
Eliminations - lease subsidiary	(49.3		)	(32.4		)
Eliminations - other	—			(0.3		)
Consolidated Total	$	391.3		$	159.5

6

Trinity Industries, Inc.

Condensed Consolidated Balance Sheets

(in millions)

(unaudited)

	March 31, 2014		December 31, 2013
Cash and cash equivalents	$	532.2	$	428.5
Short-term marketable securities	256.4		149.7
Receivables, net of allowance	421.4		372.7
Inventories	904.0		814.7
Restricted cash	231.4		260.7
Net property, plant, and equipment	4,620.6		4,770.6
Goodwill	360.3		278.2
Other assets	253.9		238.3
	$	7,580.2	$	7,313.4
Accounts payable	$	257.8	$	216.3
Accrued liabilities	614.7		567.4
Debt, net of unamortized discount of $70.6 and $74.1	2,940.2		2,989.8
Deferred income	39.8		40.8
Deferred income taxes	654.6		650.7
Other liabilities	103.2		99.3
Stockholders' equity	2,969.9		2,749.1
	$	7,580.2	$	7,313.4

7

Trinity Industries, Inc.

Additional Balance Sheet Information

(in millions)

(unaudited)

	March 31, 2014			December 31, 2013
Property, Plant, and Equipment
Corporate/Manufacturing:
Property, plant, and equipment	$	1,464.5		$	1,418.9
Accumulated depreciation	(764.1		)	(748.3		)
	700.4			670.6
Leasing:
Wholly-owned subsidiaries:
Machinery and other	10.6			10.3
Equipment on lease	3,304.5			3,509.1
Accumulated depreciation	(545.5		)	(554.8		)
	2,769.6			2,964.6
Partially-owned subsidiaries:
Equipment on lease	1,889.1			1,887.2
Accumulated depreciation	(215.3		)	(202.1		)
	1,673.8			1,685.1
Net deferred profit on railcars sold to the Leasing Group	(523.2		)	(549.7		)
	$	4,620.6		$	4,770.6
Leasing portfolio information:
Portfolio size (number of railcars)	73,545			75,685
Portfolio utilization	99.5		%	99.5		%

8

Trinity Industries, Inc.

Additional Balance Sheet Information

(in millions)

(unaudited)

	March 31, 2014			December 31, 2013
Debt
Corporate - Recourse:
Revolving credit facility	$	—		$	—
Convertible subordinated notes	450.0			450.0
Less: unamortized discount	(70.6		)	(74.1		)
	379.4			375.9
Other	0.9			0.9
	380.3			376.8
Leasing:
Wholly-owned subsidiaries:
Recourse:
Capital lease obligations	41.4			42.2
	41.4			42.2
Non-recourse:
Secured railcar equipment notes	756.9			766.6
Warehouse facility	133.2			152.0
Promissory notes	389.1			396.1
	1,279.2			1,314.7
Partially-owned subsidiaries - Non-recourse:
Secured railcar equipment notes	1,239.3			1,256.1
	1,239.3			1,256.1
	$	2,940.2		$	2,989.8

9

Trinity Industries, Inc.

Additional Balance Sheet Information

(in millions)

(unaudited)

	March 31, 2014			December 31, 2013
Leasing Debt Summary
Total Recourse Debt	$	41.4		$	42.2
Total Non-Recourse Debt(1)	2,518.5			2,570.8
	$	2,559.9		$	2,613.0
Total Leasing Debt
Wholly-owned subsidiaries	$	1,320.6		$	1,356.9
Partially-owned subsidiaries	1,239.3			1,256.1
	$	2,559.9		$	2,613.0
Equipment on Lease(1)
Wholly-owned subsidiaries	$	2,769.6		$	2,964.6
Partially-owned subsidiaries	1,673.8			1,685.1
	$	4,443.4		$	4,649.7
Total Leasing Debt as a % of Equipment on Lease
Wholly-owned subsidiaries	47.7		%	45.8		%
Partially-owned subsidiaries	74.0		%	74.5		%
Combined	57.6		%	56.2		%

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

10

Trinity Industries, Inc.

Condensed Consolidated Cash Flow Statements

(in millions)

(unaudited)

	Three Months Ended March 31,
	2014			2013
Operating activities:
Net income	$	233.0		$	78.8
Adjustments to reconcile net income to net cash provided by operating activities:
Income from discontinued operations	0.3			(6.6		)
Depreciation and amortization	55.3			50.0
Net gains on sales of railcars owned more than one year at the time of sale	(77.5		)	(6.8		)
Other	7.9			47.0
Changes in assets and liabilities:
(Increase) decrease in receivables	(43.3		)	(22.9		)
(Increase) decrease in inventories	(57.9		)	(26.3		)
Increase (decrease) in accounts payable and accrued liabilities	69.2			2.7
Other	18.3			(14.1		)
Net cash provided by operating activities	205.3			101.8
Investing activities:
Proceeds from sales of railcars owned more than one year at the time of sale	224.3			30.6
Proceeds from disposition of property, plant, and equipment	17.2			0.6
Capital expenditures - leasing, net of sold railcars owned one year or less with a net cost of $204.0 and $0.1	0.4			(166.8		)
Capital expenditures - manufacturing and other	(49.1		)	(25.8		)
(Increase) decrease in short-term marketable securities	(106.7		)	(59.9		)
Acquisitions	(112.6		)	(9.1		)
Other	2.9			(1.2		)
Net cash required by investing activities	(23.6		)	(231.6		)
Financing activities:
Payments to retire debt	(53.1		)	(83.5		)
Shares repurchased	(12.5		)	—
Dividends paid to common shareholders	(11.6		)	(8.7		)
Distributions to noncontrolling interest	(5.4		)	—
(Increase) decrease in restricted cash	4.3			7.9
Other	0.3			1.6
Net cash provided by financing activities	(78.0		)	(82.7		)
Net increase (decrease) in cash and cash equivalents	103.7			(212.5		)
Cash and cash equivalents at beginning of period	428.5			573.0
Cash and cash equivalents at end of period	$	532.2		$	360.5

11

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 March 31, 2014						Three Months Ended March 31, 2013
	Income (Loss)			Average Shares	EPS		Income (Loss)			Average Shares	EPS
Net income from continuing operations	$	233.3					$	72.2
Less: net income (loss) from continuing operations attributable to noncontrolling interest	6.6						(0.3		)
Net income from continuing operations attributable to Trinity Industries, Inc.	226.7						72.5
Unvested restricted share participation	(7.8		)				(2.3		)
Net income from continuing operations attributable to Trinity Industries, Inc. - basic	218.9			75.1	$	2.91	70.2			76.9	$	0.91
Effect of dilutive securities:    Stock options	—			—			—			0.1
Convertible subordinated notes	0.2			1.9			—			—
Net income from continuing operations attributable to Trinity Industries, Inc. - diluted	$	219.1		77.0	$	2.85	$	70.2		77.0	$	0.91
Net income (loss) from discontinued operations, net of taxes	$	(0.3	)				$	6.6
Unvested restricted share participation	—						(0.2		)
Net income (loss) from discontinued operations, net of taxes - basic	(0.3		)	75.1	$	—	6.4			76.9	$	0.08
Effect of dilutive securities:    Stock options	—			—			—			0.1
Convertible subordinated notes	—			1.9			—			—
Net income (loss) from discontinued operations, net of taxes - diluted	$	(0.3	)	77.0	$	—	$	6.4		77.0	$	0.08

12

Trinity Industries, Inc.

Reconciliation of EBITDA

(in millions)

(unaudited)

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

	Three Months Ended March 31,
	2014		2013
Net income from continuing operations	$	233.3	$	72.2
Add:
Interest expense	46.3		49.2
Provision for income taxes	112.5		41.2
Depreciation and amortization expense	55.3		50.0
Earnings from continuing operations before interest expense, income taxes, and depreciation and amortization expense	$	447.4	$	212.6

- END -

13

EX-99.2

Exhibit 99.2

Trinity Industries, Inc.

Earnings Release Conference Call

Comments of Gail M. Peck

Vice President and Treasurer

April 30, 2014

Thank you, James. Good morning everyone. Welcome to the Trinity Industries’ first quarter 2014 results conference call. I'm Gail Peck, Vice President and Treasurer of Trinity. Thank you for joining us today.

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

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

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

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

Tim

Bill

Steve

James

Q&A Session

That concludes today's conference call. A replay of this call will be available after one o'clock eastern standard time today through midnight on May 7, 2014. The access number is (402) 220-0118. 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

April 30, 2014

Thank you, Gail and good morning everyone.

I am very pleased with our record financial results for the first quarter, which was enhanced by a large sale of railcars from our lease fleet. Our businesses did an outstanding job of driving operating leverage and efficiencies to the bottom line. We are also making good progress in the business development area. We completed three acquisitions during the first quarter within our Energy Equipment Group. These activities built upon the positive momentum already occurring within our company.

Our Rail Group generated record financial results in the 1st quarter, and significantly increased its order backlog. I am pleased with the Group’s ability to continue improving its performance while converting manufacturing space, making line changeovers, and collaborating with Trinity’s internal supply chain to maximize profitability.

Our Railcar Leasing and Management Services Group delivered another quarter of solid operating results. In addition, they did a good job completing the railcar transaction I mentioned earlier.

I am pleased with our Inland Barge Group’s financial performance during the lst quarter. They obtained orders during the lst quarter that were crucial to filling gaps in their production lines for the balance of the year.

Our Construction Products Group continues to make good progress improving its overall performance resulting from the repositioning activities we completed last year.

The 1st quarter financial performance of our Energy Equipment Group continued to show improvement year-over-year. I am pleased with this group’s efforts to expand its product offerings.

Today, Trinity is uniquely positioned to provide a variety of transportation and storage products to the oil, gas and chemicals industries. Our Railcar, Barge, and Energy Equipment Groups have very high-quality products to serve the demand in these industries. We will continue to leverage our resources to pursue opportunities to expand our product offerings and extend our market leadership positions.

Trinity’s financial performance during the 1^st quarter demonstrates the progress we are making in attaining our corporate vision of becoming a premier diversified industrial company. Our strong financial results were supported by the successful execution of our corporate business model, which generates value by leveraging the strengths of the businesses within our portfolio. Many of Trinity’s businesses receive, share, and generate value through various interactions with one another. I am very pleased with the way our businesses are collaborating to generate strong financial results for our company. I am very proud of our people whose capabilities and hard work enabled us to realign our manufacturing capacity to meet strong demand for our products that support the energy industry.

Our short term priorities during the next year are to:

• operate our company on lean principles while providing superior products and services to our customers

• create shareholder value through a variety of organic initiatives

• acquire and successfully integrate industrial manufacturing businesses into our portfolio and

• conduct railcar leasing and other asset transactions that provide incremental earnings

Today, Trinity is in a strong position with backlogs of orders in our major businesses that enable us to continue to generate operating efficiencies. Our future is bright. Our financial health has never been better and we have a great deal of positive momentum occurring within our company.

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

April 30, 2014

Thank you Tim and good morning everyone.

The Inland Barge Group achieved strong margins during the first quarter on slightly lower revenue due to a favorable product mix and production efficiencies in our plants.

During the first quarter, we received orders totaling approximately $215 million, bringing the barge backlog to $508 million at the end of March. Our production plans for 2014 are now solidified and orders are being taken for deliveries in 2015.

Demand for hopper barges is recovering as scrap prices improve and barge traffic along the inland water ways increases due to stronger exports of corn, wheat, and soybeans. Demand drivers for tank barges continue to be favorable, with backlogs in the industry stretching into 2015. As infrastructure investments in the energy sector are completed, we expect additional expansion in downstream markets, resulting in rising shipments of chemical and petrochemical commodities.

As a result of the improvement in hopper barge demand and the level of orders taken during the quarter, we recently shifted some production capacity from smaller tank barges to hopper barges. We also enhanced our profit forecast for the Inland Barge Group in 2014.

I am pleased with how our Barge Group has responded to various demand drivers and maximized efficiencies within the plants to drive profit. This group’s operational flexibility is a key differentiator, enabling us to enhance profitability and respond to our customers’ needs.

Moving to our Construction Products Group

Year-over year revenue increased modestly during the first quarter due to acquisition-related volumes. A more favorable product mix drove an increase in operating margin from 7.4% during the first quarter of last year to 9.3% this year on an adjusted basis excluding the gain on a land sale. I am pleased with the performance of this Group considering much of the first quarter was negatively impacted by poor weather conditions across the country.

Included in the first quarter profit is an $11.2 million gain on the sale of certain land held by our aggregate business. This gain was included in our annual guidance provided for the Group on our last conference call.

First quarter results for our Construction Products group typically reflect a seasonal low point, and we expect a pickup in activity across the Group’s portfolio during the summer construction season. So far this quarter, we are seeing strong demand in the Texas market, which is usually a good indicator of overall demand for our aggregates business. Inquiry levels for highway products continue to remain stable compared to 2013, although uncertainty exists due to the upcoming expiration of the current Federal Highway Bill in October. We are monitoring potential legislation closely and are prepared to respond should demand levels change.

Moving to our Energy Equipment Group

During the first quarter, the Group set a new record for quarterly revenues, and increased its operating profit performance year over year by 54%. Revenues and profit increased primarily due to higher shipments of storage containers serving the energy sector coupled with improved performance in our wind tower business. I am pleased with the progress we are making integrating our recently acquired companies.

In the first quarter, we announced three acquisitions in the Energy Equipment Group. Two of the acquisitions are in the cryogenic containers market, which places Trinity among the North American market leaders providing cryogenic transportation equipment. The addition of Platinum Energy Services expands our product portfolio to include energy-related equipment used at the well-site and in midstream locations. These businesses combined are expected to add revenue of $90 to $100 million on an annual basis.

We continue to invest resources to identify and pursue opportunities to add new businesses to our industrial portfolio that enhance our competencies, complement our product offerings, and expand our reach in the markets we are pursuing.

Overall, I am pleased with our performance during the first 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

April 30, 2014

Thank you, Bill, good morning!

I continue to be very pleased with the operating performance and achievements of our Rail and Leasing Groups. The focused efforts of our dedicated TrinityRail team, the benefits of our integrated business model and, both, our operating and financial flexibility continue to drive record performance levels for our businesses.

During the first quarter, our Leasing Group again earned record operating profit due to continued strong market fundamentals as well as profit recognized from sales of leased railcars to Element Financial Corporation. Lease renewals continue to show strong rate increases and longer lease terms. Our lease fleet utilization at the end of the first quarter was 99.5%, up from 98.4% last year.

So far in 2014, we have sold $517 million of leased railcars in the secondary market, the majority of which were sold to Element under the strategic alliance formed last December. Selling railcars from our lease portfolio to various financial institutions and managing those leases while retaining our commercial relationships with the lessees is an important strategy of the TrinityRail business model. We developed a strong competency in syndicating leased railcars, while simultaneously growing our wholly-owned lease fleet. Secondary market activities help us to manage lease fleet portfolio diversification and create additional value through the monetization of leased assets when market conditions are most favorable. I am very pleased with the success we have had in growing our leasing platform and expanding our access to institutional capital to support our strong lease origination capability.

During the first quarter, our Leasing Group took delivery of approximately 2,280 new railcars. Our total lease fleet portfolio, including partially-owned subsidiaries, now stands at approximately 73,545 railcars, a 1% increase year-over-year, even after 1^st quarter leased railcar sales. At the end of the quarter, approximately 22% of the units in our railcar order backlog - with a total value of $1 billion - were slated for customers of our leasing business.

During the first quarter, the Rail Group delivered 6,890 railcars and generated our highest ever quarterly operating profit and margin. The skill and efficiency with which our employees have enhanced our operational flexibility leading to further increases in our production capacity to accommodate growing customer demand is quite remarkable. Their hard work and dedication is reflected in the significant increase in our operating margin compared to the fourth quarter on a relatively stable revenue base, driving incremental earnings to the bottom line.

We are currently generating record operating profit and margins. The rate of margin expansion over the last year has been significant, and we will continue to focus our resources on enhancing our profitability. Ultimately, we are most focused on delivering quality earnings growth to the Company through sustained volume increases. Our strong order backlog comprised of a favorable product mix positions us to realize further benefits from extended production runs.

North American railcar industry orders in the first quarter were very strong and reflected a healthy mix of freight car orders. During the first quarter, TrinityRail received orders for 9,625 new railcars including tank cars and covered hoppers from railroads, 3^rd party lessors and industrial shippers. Our backlog increased to a record 42,630 railcars with a record value of approximately $5.2 billion. Current inquiry levels reflect continuing demand for covered hoppers to serve the oil and gas drilling and construction markets, agricultural products and petro-chemicals such as resins. Auto racks continue to be in steady demand, resulting from increased North American automotive production and replacement of the aging North American auto rack fleet. While overall tank car orders for the industry have slowed in recent quarters, order inquiry levels remain strong and we are in dialogue with a number of customers ready to place orders. Our customers, like us, are assessing the potential impacts from pending regulatory changes and, as you would expect, delaying decisions to obtain railcars given the uncertainty surrounding specifications for tank cars carrying flammable products. We believe this is only a temporary delay, and we expect to see strong demand for tank cars serving the oil and gas industries once new regulations are finalized.

We are monitoring closely the potential regulatory actions of PHMSA, the U.S. Department of Transportation and Transport Canada with respect to changes in railcar designs for tank cars carrying flammable commodities. PHMSA recently proposed an accelerated timeline that we expect to lead to a final rule shortly after September 30, 2014. Transport Canada, also, recently, took several initiatives which will have effect on tank cars used to transport certain flammable products in Canada. As we gain further clarity from the regulatory process, we will provide an update on how we plan to address any regulatory changes.

We are currently investing capital in our rail business for organic growth opportunities, operating improvements, and to be prepared to respond to demand increases associated with new tank car regulation.  Our intent is to enhance our operational flexibility by having additional manufacturing capacity capable of producing multiple products that will be ready to respond as the level of demand increases.  We are in the process of bringing on-line a large, existing railcar manufacturing plant located in Georgia.  Initially, we are planning to produce a group of tank cars at that plant intended for our leasing business.  In addition, we are also taking steps to expand our maintenance services capacity to meet the maintenance and regulatory requirements of our growing lease fleet and key customers.  As we make these investments, there will be associated start-up costs that are incurred by the Rail Group having a near term adverse impact on Rail Group operating margins. Our team has demonstrated great skill at bringing on new operations and additional capacity and I am optimistic we will continue to be successful.

As a result of the orders received in the first quarter and capacity increases, we have increased our 2014 unit delivery guidance to be in the range of 27,500 to 29,000, an increase from our previous guidance of 25,500 to 27,500. Our operational flexibility and strong lease origination capability differentiate TrinityRail and enable us to quickly respond to changes in market demand. Our current delivery forecast for 2014 is on pace to exceed our prior annual record delivery level. This is a very exciting time for TrinityRail as we continue to see a broadening in railcar demand as the economic recovery accelerates, developing fleet replacement opportunities, and ongoing strong demand catalysts from the North American Energy Renaissance.

I will 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

April 30, 2014

Thank you, Steve and good morning everyone.

Yesterday, we announced record results for the first quarter of 2014. For the quarter, we reported record revenue of $1.5 billion and record earnings per share of $2.85, compared to our first quarter guidance of $2.45 to $2.65 per share. Included in our results, and in first quarter guidance, were proceeds from the sale of $514 million of new and existing leased railcars to Element, completed under the strategic alliance that we announced in December, with an EPS impact of $1.43.

Our first quarter earnings, without the profit from sales to Element, represent a quarterly record for Trinity. All of our business units contributed to our strong quarterly results, with each group reporting year-over-year improvement in quarterly operating profit and margin.

Our tax rate for the first quarter was 32.5%, lower than our guidance of 35 to 36%, primarily due to the benefits of certain domestic manufacturing deductions, lower state taxes, and the partnership tax status of our non-controlling interests. The lower tax rate accounted for $0.13 of incremental EPS during the first quarter as compared to our guidance. Our current earnings guidance assumes a tax rate of 34% for the remaining three quarters of 2014.

As we mentioned on our last call, the Company’s convertible notes will have a dilutive impact on EPS when the average stock price for the quarter exceeds the conversion price of the notes. During the first quarter, the average stock price was $64.08 which was well above the conversion price in effect of $50.69. As a result, 1.9 million additional shares were added to our share count in the calculation of EPS for the first quarter, reducing EPS by $0.06 per share. For the remainder of the year, our guidance assumes a $72.50 stock price - our recent level - resulting in an annual average stock price of $70.40 and 2.5 million additional shares in the calculation of annual EPS, an impact of $0.24 per share. Including the assumed impact of the convertible notes, our annual EPS guidance uses a full-year weighted average share count of approximately 78 million shares.

During the first quarter, we repurchased 138,000 shares of our common stock in the open market for a total cost of $10 million. This leaves $240 million available through 2015 for additional stock purchases under our recently re-authorized share repurchase program.

Consistent with our program agreement with Element Financial, we expect to substantially complete the first $1 billion of leased railcar sales to Element during the remainder of 2014, primarily from our current leasing backlog. Since we announced the agreement in December, Element has purchased $619 million of railcars from Trinity. The earnings related to Element in our 2014 guidance remains substantially unchanged. Under the terms of the program agreement, Element is expected to acquire another $1 billion of leased railcars during 2015.

Given our strong financial position, the solid backlog of orders in our major businesses, and a solid leasing operations platform, we continue to seek organic and external investment opportunities. During the first quarter, we invested $118 million in three previously announced acquisitions within our Energy Equipment

Group, and we have a healthy pipeline of acquisition opportunities across various industries that we are currently assessing.

I will now turn to our current outlook for the year 2014. Our current guidance for 2014 EPS is between $7.00 and $7.50 compared to our previous full-year EPS guidance of between $6.30 and $7.00. The increase in guidance incorporates the strong performance in the first quarter, as well as higher expected results for the remainder of the year due to orders we have received that fill in many of our production lines.

In the Rail Group, our 2014 revenue guidance is between $3.4 billion and $3.6 billion based on our increased railcar delivery guidance. We expect a full-year operating margin of between 17.5% and 19% for the Rail Group.

In the Inland Barge Group, we now expect full-year revenue of between $605 million and $625 million in 2014 with an operating margin of between 15.5% and 17% for the year, representing a significant improvement in guidance. The orders we have received in the last few months, along with better production efficiencies we are experiencing, have improved our 2014 outlook for this Group.

In the Energy Equipment Group, our 2014 revenue guidance is between $880 million and $910 million. We expect the range of operating margin for the year to be between 11% and 12%. The year-over-year improvement in both revenue and operating profit reflects the improved performance of our wind towers business, strong demand for storage containers, and the inclusion of results from the recent acquisitions made in this Group.

In the Construction Products Group, we expect full-year revenue of between $540 million and $565 million in 2014, with an operating margin of between 12.5% and 14%.

In the Railcar Leasing and Management Services Group, we expect 2014 operating revenue of between $595 million and $625 million and operating profit of between $260 million and $280 million.

We expect to deduct between $27 million and $35 million of non-controlling earnings in 2014 due to our ownership in TRIP and RIV 2013. 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 additional sales of railcars from our lease fleet during the remainder of the year of between $160 million and $175 million, generating operating profit of between $30 million and $35 million. We expect the majority of these additional car sales to be recognized as revenue in the Leasing Group.

For 2014, we expect to eliminate between $825 million and $875 million of revenue and defer between $140 million and $150 million of operating profit, due to the addition of new railcars to the wholly- and partially-owned lease fleets. This guidance range also includes Rail Group sales to the Leasing Group that are ultimately sold to Element. For 2014, we do not expect the net investment in new railcars to consume any cash, due to expected proceeds received from leased railcar sales during the year.

We expect between $275 million and $300 million of revenue eliminations for other intercompany transactions.

To date, approximately $700 million of leased railcars have been sold to RIV 2013, the railcar investment partnership formed last May in which Trinity holds a 31% ownership interest. During the second quarter, we expect to complete the final scheduled sale of a group of leased railcars that consumes the remaining

equity commitment from the TRIP and RIV 2013 investors. TRIP will purchase the railcars rather than RIV 2013. As a reminder, the two entities have the same investors, and, for capital structuring benefits, the investors prefer the purchase of this final set of railcars to be made by TRIP.

Full-year manufacturing and corporate capital expenditures for 2014 are expected to be between $250 million and $300 million. In addition, corporate expenses are expected to range from $95 million to $100 million for the year, as a result of our growing business operations and acquisitions.

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 25 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 47% to 58% compared to 2013 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 are working hard to deliver high quality earnings and growth during 2014.

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

-- Q&A Session --