8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): October 28, 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 October 28, 2014, announcing operating results for the three and nine month periods ended September 30, 2014, a copy of which is furnished as exhibit 99.1 and incorporated herein by reference. On October 29, 2014, the Registrant held a conference call and web cast with respect to its financial results for the three and nine month periods ended September 30, 2014. The conference call scripts of Gail M. Peck, Vice President, Finance, and Treasurer; Timothy R. Wallace, Chairman, Chief Executive Officer, and President; William A. McWhirter II, Senior Vice President and Group President of the Construction Products, Energy Equipment and Inland Barge Groups; D. Stephen Menzies, Senior Vice President and Group President of the Rail and Railcar Leasing Groups; and James E. Perry, Senior Vice President and Chief Financial Officer are furnished as exhibits 99.2, 99.3, 99.4, 99.5, and 99.6, respectively, and incorporated herein by reference.

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

Item 7.01 Regulation FD Disclosure.

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

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

Item 9.01 Financial Statements and Exhibits.

(a) - (c) Not applicable.

(d) Exhibits:

Exhibit No. / Description

99.1 News Release dated October 28, 2014 with respect to the operating results for the three and nine month periods ended September 30, 2014.

99.2 Conference call script of October 29, 2014 of Gail M. Peck, Vice President, Finance and Treasurer.

99.3 Conference call script of October 29, 2014 of Timothy R. Wallace, Chairman, Chief Executive Officer, and President.

99.4 Conference call script of October 29, 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 October 29, 2014 of D. Stephen Menzies, Senior Vice President and Group President of the Rail and Railcar Leasing Groups.

99.6 Conference call script of October 29, 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.
October 29, 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 October 28, 2014 with respect to the operating results for the three and nine month periods ended September 30, 2014
99.2	Conference call script of October 29, 2014 of Gail M. Peck, Vice President, Finance and Treasurer
99.3	Conference call script of October 29, 2014 of Timothy R. Wallace, Chairman, Chief Executive Officer, and President.
99.4	Conference call script of October 29, 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 October 29, 2014 of D. Stephen Menzies, Senior Vice President and Group President of the Rail and Railcar Leasing Groups.
99.6	Conference call script of October 29, 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 Strong Third Quarter 2014 Results

DALLAS, Texas - October 28, 2014 - Trinity Industries, Inc. (NYSE:TRN) today announced earnings results for the third quarter ended September 30, 2014, including the following significant highlights:

• Quarterly earnings per common diluted share of $0.90, a 43% increase year-over-year

• Quarterly revenue and net income of $1.56 billion and $149.4 million, respectively, a year-over-year increase of 41% and 50%, respectively

• Rail Group receives orders for 14,120 new railcars during the third quarter resulting in a record backlog of 51,725 units with a record value of $6.1 billion

• Completed the acquisition of the assets of Meyer Steel Structures ("Meyer"), the utility steel structures division of Thomas & Betts Corporation, a member of the ABB Group, on August 18, for a purchase price of approximately $593 million

• Anticipates full year 2014 earnings per common diluted share of between $4.08 and $4.16

Consolidated Results

Trinity Industries, Inc. reported net income attributable to Trinity stockholders of $149.4 million, or $0.90 per common diluted share, for the third quarter ended September 30, 2014. Net income for the same quarter of 2013 was $99.6 million, or $0.63 per common diluted share. Revenues for the third quarter of 2014 increased 41% to a record $1.56 billion compared to revenues of $1.11 billion for the same quarter of 2013.

“During the third quarter, Trinity generated record revenues and its 17th consecutive quarter of year-over-year growth in net earnings," said Timothy R. Wallace, Trinity’s Chairman, CEO and President. "Our major businesses reported a record combined backlog valued at more than $7.1 billion at the end of the third quarter, representing 15% growth year-over-year. I continue to be impressed with our team of people and the amount of operating leverage they are obtaining. Their capabilities and hard work have enabled us to realign our manufacturing capacity to meet strong demand for our products and services that support the North American energy renaissance.”

Mr. Wallace added, “In addition to reporting strong financial results during the quarter, we made continued progress toward achieving our vision of being a premier, diversified industrial company. This progress is demonstrated by the more than $700 million we have committed to acquisitions in our Energy Equipment Group thus far in 2014. The integration of Meyer Steel Structures, which closed in August, is progressing smoothly."

Business Group Results

In the third quarter of 2014, the Rail Group reported record revenues of $996.4 million and operating profit of $186.4 million, resulting in increases compared to the third quarter of 2013 of 39% and 53%, respectively.

1

The increase in revenues and profit was due to higher deliveries, improved pricing, and a more favorable product mix. The Rail Group shipped 7,745 railcars and received orders for 14,120 railcars during the third quarter. The Rail Group backlog increased to a record $6.1 billion at September 30, 2014, representing a record 51,725 railcars, compared to a backlog of $5.5 billion as of June 30, 2014, representing 45,350 railcars.

During the third quarter of 2014, the Railcar Leasing and Management Services Group reported revenues of $205.7 million compared to revenues of $150.6 million during the third quarter of 2013. Operating profit for this Group was $87.0 million in the third quarter of 2014 compared to operating profit of $74.0 million in the third quarter of 2013. The increase in revenues and operating profit was due to higher rental rates and utilization as well as increased railcar sales from the lease fleet. During the third quarter, the Company sold $132.2 million of railcars to Element Financial Corporation under the strategic alliance announced last December with $47.4 million reported as sales of railcars owned one year or less at the time of sale, $13.0 million reported as sales of railcars owned more than one year at the time of sale, and $71.8 million reported in the Rail Group as external revenue. Supplemental information for the Railcar Leasing and Management Services Group is provided in the following tables.

The Inland Barge Group reported revenues of $168.4 million compared to revenues of $136.4 million in the third quarter of 2013. Operating profit for this Group was $31.0 million in the third quarter of 2014 compared to $23.8 million in the third quarter of 2013.The increase in revenues and operating profit compared to the same quarter last year was due to higher delivery volumes and a more favorable product mix. The Inland Barge Group received orders of $177.1 million during the quarter, and as of September 30, 2014 had a backlog of $475.4 million compared to a backlog of $466.7 million as of June 30, 2014.

The Energy Equipment Group reported record revenues of $269.7 million in the third quarter of 2014 compared to revenues of $169.7 million in the same quarter of 2013. Revenues related to acquisitions completed in 2014 totaled $64.4 million for the third quarter while the remainder of the increase compared to the same period in 2013 was due to increased demand for storage containers and higher shipments of structural wind towers. Operating profit for the third quarter of 2014 increased to $30.0 million compared to $15.0 million in the same quarter last year. The backlog for structural wind towers as of September 30, 2014 was $528.6 million compared to a backlog of $611.3 million as of June 30, 2014.

Revenues in the Construction Products Group were $170.4 million in the third quarter of 2014 compared to revenues of $149.2 million in the third quarter of 2013. The Group recorded an operating profit of $21.6 million in the third quarter of 2014 compared to an operating profit of $18.6 million in the third quarter of 2013. Revenues and operating profit increased for the third quarter of 2014 compared to the same period in 2013 primarily due to higher volumes.

Cash and Liquidity

At September 30, 2014, the Company had cash and cash equivalents of $663.7 million. When combined with capacity under committed credit facilities, the Company had approximately $1.3 billion of available liquidity at the end of the third quarter. This level of liquidity includes the net proceeds received from the Company's issuance in September of $400 million in 4.55% senior notes due 2024.

Share Repurchase

At a cost of $19.0 million, the Company repurchased 407,100 shares of common stock under its share repurchase authorization during the quarter. Year to date, the Company has purchased approximately $31.5 million of shares of common stock, leaving $218.5 million remaining under its current authorization through December 31, 2015.

2

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 third quarter was $46.03 per share compared to the conversion price in effect during the quarter of $25.27 per share, the result of which added 8.0 million additional shares to the Company’s diluted share count, reducing earnings per share by $0.05 per share. Year to date, approximately 6.0 million shares have been added to the Company’s dilutive share count, reducing earnings per share by $0.13 per share. The Company’s 2014 earnings guidance, as discussed in the Earnings Outlook, assumes an annual weighted average diluted share count of 157 million shares, which includes 5.8 million shares from the convertible notes.  The dilutive impact of the convertible notes assumes an average annual stock price of $37.45 per share and reduces full year 2014 earnings per share by approximately $0.16 per share. 

Highway Products Litigation

On October 20, 2014, a jury in a federal district court in Marshall, Texas returned a verdict stating that the Company and its subsidiary, Trinity Highway Products, LLC, “knowingly made, used or caused to be made or used, a false record or statement material to a false or fraudulent claim,” awarding $175 million in damages based on such finding. The jury's damages award, to the extent it survives the Company's challenge in post-trial motions or on appeal, is automatically trebled under the False Claims Act (the "Act") to $525 million. Additionally, the district court is required to impose civil penalties for each violation of the Act (which penalties are not automatically trebled). The district court has not yet entered a final judgment or determined a civil penalty amount. The Company maintains that the allegations are without merit and intends to vigorously defend its positions in post-trial motions and on appeal to the United States Court of Appeals for the Fifth Circuit. Pending entry of a final judgment and completion of the Company’s post-trial and appellate activities in this matter, the Company currently does not believe that a loss is probable, therefore no accrual has been included in the consolidated financial statements.

Earnings Outlook

The Company's earnings guidance for the fourth quarter is between $0.75 and $0.83 per common diluted share, which includes the impact from the Meyer acquisition. This results in full year 2014 earnings guidance of between $4.08 and $4.16 per common diluted share compared to previous guidance of between $3.90 and $4.10 per share, which excluded any impact from Meyer. The Company’s earnings guidance compares to fourth quarter and full year 2013 earnings per common diluted share of $0.72 and $2.38, respectively. The acquisition of Meyer has a minimal impact on earnings in 2014, after considering the additional amortization expense associated with acquired intangibles other than goodwill and approximately $9.8 million of one-time transaction expenses incurred year-to-date, $7.5 million of which were reported in the third quarter. 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 October 29, 2014 to discuss its third quarter results. To listen to the call, please visit the Investor Relations section of the Trinity Industries website, www.trin.net. An audio replay may be accessed through the Company’s website or by dialing (402) 220-0423 until 11:59 p.m. Eastern on November 5, 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.

3

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 September 30,
	2014			2013
Revenues	$	1,562.8		$	1,110.3
Operating costs:
Cost of revenues	1,172.2			836.3
Selling, engineering, and administrative expenses	113.0			70.6
(Gain)/loss on disposition of property, plant, and equipment:
Net gains on lease fleet sales	(3.0		)	(1.6		)
Other	(0.6		)	(0.6		)
	1,281.6			904.7
Operating profit	281.2			205.6
Interest expense, net	47.8			45.2
Other (income) expense	(1.0		)	(0.5		)
Income before income taxes	234.4			160.9
Provision for income taxes	78.1			55.1
Net income from continuing operations	156.3			105.8
Net gain on sale of discontinued operations	—			—
Net income (loss) from discontinued operations	0.6			0.3
Net income	156.9			106.1
Net income (loss) attributable to noncontrolling interest	7.5			6.5
Net income attributable to Trinity Industries, Inc.	$	149.4		$	99.6
Net income attributable to Trinity Industries, Inc. per common share:
Basic
Continuing operations	$	0.95		$	0.63
Discontinued operations	—			—
	$	0.95		$	0.63
Diluted
Continuing operations	$	0.90		$	0.63
Discontinued operations	—			—
	$	0.90		$	0.63
Weighted average number of shares outstanding:
Basic	151.5			152.2
Diluted	159.6			152.3

All share and per share information has been retroactively adjusted to reflect the 2-for-1 stock split completed during the quarter ended June 30, 2014.

5

Trinity Industries, Inc.

Condensed Consolidated Income Statements

(in millions, except per share amounts)

(unaudited)

	Nine Months Ended September 30,
	2014			2013
Revenues	$	4,508.6		$	3,109.3
Operating costs:
Cost of revenues	3,344.5			2,359.6
Selling, engineering, and administrative expenses	293.0			211.1
(Gain)/loss on disposition of property, plant, and equipment:
Net gains on lease fleet sales	(90.2		)	(9.6		)
Other	(13.2		)	(0.3		)
	3,534.1			2,560.8
Operating profit	974.5			548.5
Interest expense, net	139.9			140.1
Other (income) expense	(2.8		)	(2.3		)
Income before income taxes	837.4			410.7
Provision for income taxes	274.5			143.5
Net income from continuing operations	562.9			267.2
Net gain on sale of discontinued operations	—			7.1
Net income (loss) from discontinued operations	0.1			(1.2		)
Net income	563.0			273.1
Net income (loss) attributable to noncontrolling interest	23.0			10.4
Net income attributable to Trinity Industries, Inc.	$	540.0		$	262.7
Net income attributable to Trinity Industries, Inc. per common share:
Basic
Continuing operations	$	3.46		$	1.62
Discontinued operations	—			0.04
	$	3.46		$	1.66
Diluted
Continuing operations	$	3.33		$	1.62
Discontinued operations	—			0.04
	$	3.33		$	1.66
Weighted average number of shares outstanding:
Basic	150.9			153.4
Diluted	157.0			153.6

All share and per share information has been retroactively adjusted to reflect the 2-for-1 stock split completed during the quarter ended June 30, 2014.

6

Trinity Industries, Inc.

Condensed Segment Data

(in millions)

(unaudited)

	Three Months Ended September 30,
Revenues:	2014			2013
Rail Group	$	996.4		$	718.5
Construction Products Group	170.4			149.2
Inland Barge Group	168.4			136.4
Energy Equipment Group	269.7			169.7
Railcar Leasing and Management Services Group	205.7			150.6
All Other	28.9			22.0
Segment Totals before Eliminations	1,839.5			1,346.4
Eliminations - lease subsidiary	(186.5		)	(173.0		)
Eliminations - other	(90.2		)	(63.1		)
Consolidated Total	$	1,562.8		$	1,110.3
	Three Months Ended September 30,
Operating profit (loss):	2014			2013
Rail Group	$	186.4		$	121.5
Construction Products Group	21.6			18.6
Inland Barge Group	31.0			23.8
Energy Equipment Group	30.0			15.0
Railcar Leasing and Management Services Group	87.0			74.0
All Other	(3.3		)	(1.6		)
Segment Totals before Eliminations and Corporate Expenses	352.7			251.3
Corporate	(36.7		)	(17.8		)
Eliminations - lease subsidiary	(34.3		)	(28.3		)
Eliminations - other	(0.5		)	0.4
Consolidated Total	$	281.2		$	205.6

7

Trinity Industries, Inc.

Condensed Segment Data

(in millions)

(unaudited)

	Nine Months Ended September 30,
Revenues:	2014			2013
Rail Group	$	2,749.4		$	2,012.0
Construction Products Group	435.2			407.5
Inland Barge Group	470.7			433.8
Energy Equipment Group	707.9			476.9
Railcar Leasing and Management Services Group	880.3			454.6
All Other	80.2			63.0
Segment Totals before Eliminations	5,323.7			3,847.8
Eliminations - lease subsidiary	(564.2		)	(560.5		)
Eliminations - other	(250.9		)	(178.0		)
Consolidated Total	$	4,508.6		$	3,109.3
	Nine Months Ended September 30,
Operating profit (loss):	2014			2013
Rail Group	$	529.9		$	332.3
Construction Products Group	65.7			45.3
Inland Barge Group	88.6			69.0
Energy Equipment Group	81.2			44.2
Railcar Leasing and Management Services Group	419.7			211.3
All Other	(11.3		)	(8.0		)
Segment Totals before Eliminations and Corporate Expenses	1,173.8			694.1
Corporate	(89.5		)	(49.9		)
Eliminations - lease subsidiary	(110.5		)	(95.4		)
Eliminations - other	0.7			(0.3		)
Consolidated Total	$	974.5		$	548.5

8

Trinity Industries, Inc.

Leasing Group

Condensed Results of Operations

(unaudited)

	Three Months Ended September 30,								Nine Months Ended September 30,
	2014			2013			Percent		2014			2013			Percent
	($ in millions)						Change		($ in millions)						Change
Revenues:
Leasing and management	$	158.3		$	150.6		5.1	%	$	469.2		$	435.6		7.7	%
Sales of railcars owned one year or less at the time of sale	47.4			—			*		411.1			19.0			*
Total revenues	$	205.7		$	150.6		36.6		$	880.3		$	454.6		93.6
Operating profit:
Leasing and management	$	74.4		$	72.4		2.8		$	213.8		$	198.2		7.9
Railcar sales:
Railcars owned one year or less at the time of sale	9.6			—					115.7			3.5
Railcars owned more than one year at the time of sale	3.0			1.6					90.2			9.6
Total operating profit	$	87.0		$	74.0		17.6		$	419.7		$	211.3		98.6
Operating profit margin:
Leasing and management	47.0		%	48.1		%			45.6		%	45.5		%
Railcar sales	*			*					*			*
Total operating profit margin	42.3		%	49.1		%			47.7		%	46.5		%
Selected expense information(1):
Depreciation	$	32.4		$	32.8		(1.2	)	$	97.1		$	95.8		1.4
Maintenance	$	17.8		$	16.4		8.5		$	58.8		$	53.8		9.3
Rent	$	13.1		$	13.3		(1.5	)	$	39.7		$	40.0		(0.8	)
Interest:
External	$	39.1		$	37.3				$	114.5		$	116.2
Intercompany	—			—					—			3.8
Total interest expense	$	39.1		$	37.3		4.8		$	114.5		$	120.0		(4.6	)

	September 30, 2014		December 31, 2013
Leasing portfolio information:
Portfolio size (number of railcars)	74,945		75,685
Portfolio utilization	99.7	%	99.5	%

* Not meaningful

⁽¹⁾ Depreciation, maintenance, and rent expense are components of operating profit. Amortization of deferred profit on railcars sold from the Rail Group to the Leasing Group is included in the operating profits of the Leasing Group resulting in the recognition of depreciation expense based on the Company's original manufacturing cost of the railcars. Interest expense is not a component of operating profit and includes the effect of hedges. Intercompany interest expense is eliminated in consolidation and arises from Trinity’s previous ownership of a portion of TRIP Holdings’ Senior Secured Notes, which notes were retired in full in May 2013.

9

Trinity Industries, Inc.

Condensed Consolidated Balance Sheets

(in millions)

(unaudited)

	September 30, 2014		December 31, 2013
Cash and cash equivalents	$	663.7	$	428.5
Short-term marketable securities	—		149.7
Receivables, net of allowance	560.7		372.7
Inventories	1,110.2		814.7
Restricted cash	237.9		260.7
Net property, plant, and equipment	4,855.3		4,770.6
Goodwill	742.1		278.2
Other assets	375.0		238.3
	$	8,544.9	$	7,313.4
Accounts payable	$	323.7	$	216.3
Accrued liabilities	570.1		567.4
Debt, net of unamortized discount of $63.7 and $74.1	3,595.6		2,989.8
Deferred income	37.4		40.8
Deferred income taxes	606.1		650.7
Other liabilities	109.1		99.3
Stockholders' equity	3,302.9		2,749.1
	$	8,544.9	$	7,313.4

10

Trinity Industries, Inc.

Additional Balance Sheet Information

(in millions)

(unaudited)

	September 30, 2014			December 31, 2013
Property, Plant, and Equipment
Corporate/Manufacturing:
Property, plant, and equipment	$	1,661.8		$	1,418.9
Accumulated depreciation	(812.7		)	(748.3		)
	849.1			670.6
Leasing:
Wholly-owned subsidiaries:
Machinery and other	10.8			10.3
Equipment on lease	3,116.9			3,509.1
Accumulated depreciation	(580.1		)	(554.8		)
	2,547.6			2,964.6
Partially-owned subsidiaries:
Equipment on lease	2,260.0			1,887.2
Accumulated depreciation	(245.3		)	(202.1		)
	2,014.7			1,685.1
Net deferred profit on railcars sold to the Leasing Group	(556.1		)	(549.7		)
	$	4,855.3		$	4,770.6

11

Trinity Industries, Inc.

Additional Balance Sheet Information

(in millions)

(unaudited)

	September 30, 2014		December 31, 2013
Debt
Corporate - Recourse:
Revolving credit facility	$	—	$	—
Senior notes due 2024, net of unamortized discount of $0.4 and $-	399.6		—
Convertible subordinated notes, net of unamortized discount of $63.3 and $74.1	386.2		375.9
Other	0.7		0.9
	786.5		376.8
Leasing:
Wholly-owned subsidiaries:
Recourse:
Capital lease obligations	39.8		42.2
	39.8		42.2
Non-recourse:
Secured railcar equipment notes	734.6		766.6
Warehouse facility	121.8		152.0
Promissory notes	374.3		396.1
	1,230.7		1,314.7
Partially-owned subsidiaries - Non-recourse:
Secured railcar equipment notes	1,538.6		1,256.1
	1,538.6		1,256.1
	$	3,595.6	$	2,989.8

12

Trinity Industries, Inc.

Additional Balance Sheet Information

(in millions)

(unaudited)

	September 30, 2014			December 31, 2013
Leasing Debt Summary
Total Recourse Debt	$	39.8		$	42.2
Total Non-Recourse Debt(1)	2,769.3			2,570.8
	$	2,809.1		$	2,613.0
Total Leasing Debt
Wholly-owned subsidiaries	$	1,270.5		$	1,356.9
Partially-owned subsidiaries	1,538.6			1,256.1
	$	2,809.1		$	2,613.0
Equipment on Lease(1)
Wholly-owned subsidiaries	$	2,547.6		$	2,964.6
Partially-owned subsidiaries	2,014.7			1,685.1
	$	4,562.3		$	4,649.7
Total Leasing Debt as a % of Equipment on Lease
Wholly-owned subsidiaries	49.9		%	45.8		%
Partially-owned subsidiaries	76.4		%	74.5		%
Combined	61.6		%	56.2		%

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

13

Trinity Industries, Inc.

Condensed Consolidated Cash Flow Statements

(in millions)

(unaudited)

	Nine Months Ended September 30,
	2014			2013
Operating activities:
Net income	$	563.0		$	273.1
Adjustments to reconcile net income to net cash provided by operating activities:
Income from discontinued operations	(0.1		)	(5.9		)
Depreciation and amortization	171.5			156.2
Net gains on sales of railcars owned more than one year at the time of sale	(90.2		)	(9.6		)
Other	(41.7		)	4.9
Changes in assets and liabilities:
(Increase) decrease in receivables	(155.5		)	(112.3		)
(Increase) decrease in inventories	(226.3		)	(72.2		)
Increase (decrease) in accounts payable and accrued liabilities	117.7			143.5
Other	(5.8		)	(3.0		)
Net cash provided by operating activities	332.6			374.7
Investing activities:
Proceeds from sales of railcars owned more than one year at the time of sale	257.4			59.3
Proceeds from disposition of property, plant, and equipment	21.9			1.1
Capital expenditures - leasing, net of sold railcars owned one year or less with a net cost of $295.4 and $15.5	(170.4		)	(455.5		)
Capital expenditures - manufacturing and other	(170.0		)	(91.2		)
(Increase) decrease in short-term marketable securities	149.7			(96.0		)
Acquisitions	(711.8		)	(37.2		)
Other	2.0			(9.0		)
Net cash required by investing activities	(621.2		)	(628.5		)
Financing activities:
Payments to retire debt	(140.2		)	(227.5		)
Proceeds from issuance of debt	727.4			175.4
Shares repurchased	(36.5		)	(71.1		)
Dividends paid to common shareholders	(38.7		)	(27.5		)
Purchase of shares to satisfy employee tax on vested stock	(38.5		)	(9.1		)
Proceeds from sale of interests in partially-owned leasing subsidiaries	—			296.7
Repurchase of noncontrolling interest	—			(84.0		)
Contributions from noncontrolling interest	49.6			50.0
Distributions to noncontrolling interest	(19.3		)	(3.3		)
(Increase) decrease in restricted cash	(2.2		)	(26.1		)
Other	22.2			9.9
Net cash provided by financing activities	523.8			83.4
Net increase (decrease) in cash and cash equivalents	235.2			(170.4		)
Cash and cash equivalents at beginning of period	428.5			573.0
Cash and cash equivalents at end of period	$	663.7		$	402.6

14

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. All share and per share information has been retroactively adjusted to reflect the 2-for-1 stock split completed during the quarter ended June 30, 2014.

	Three Months Ended September 30, 2014						Three Months Ended September 30, 2013
	Income (Loss)			Average Shares	EPS		Income (Loss)			Average Shares	EPS
Net income from continuing operations	$	156.3					$	105.8
Less: net income from continuing operations attributable to noncontrolling interest	7.5						6.5
Net income from continuing operations attributable to Trinity Industries, Inc.	148.8						99.3
Unvested restricted share participation	(4.7		)				(3.3		)
Net income from continuing operations attributable to Trinity Industries, Inc. - basic	144.1			151.5	$	0.95	96.0			152.2	$	0.63
Effect of dilutive securities:
Stock options	—			0.1			—			0.1
Convertible subordinated notes	0.2			8.0			—			—
Net income from continuing operations attributable to Trinity Industries, Inc. - diluted	$	144.3		159.6	$	0.90	$	96.0		152.3	$	0.63
Net income (loss) from discontinued operations, net of taxes	$	0.6					$	0.3
Unvested restricted share participation	—						—
Net income (loss) from discontinued operations, net of taxes - basic	0.6			151.5	$	—	0.3			152.2	$	—
Effect of dilutive securities:
Stock options	—			0.1			—			0.1
Convertible subordinated notes	—			8.0			—			—
Net income (loss) from discontinued operations, net of taxes - diluted	$	0.6		159.6	$	—	$	0.3		152.3	$	—

	Nine Months Ended September 30, 2014						Nine Months Ended September 30, 2013
	Income (Loss)			Average Shares	EPS		Income (Loss)			Average Shares	EPS
Net income from continuing operations	$	562.9					$	267.2
Less: net income from continuing operations attributable to noncontrolling interest	23.0						10.4
Net income from continuing operations attributable to Trinity Industries, Inc.	539.9						256.8
Unvested restricted share participation	(17.8		)				(8.2		)
Net income from continuing operations attributable to Trinity Industries, Inc. - basic	522.1			150.9	$	3.46	248.6			153.4	$	1.62
Effect of dilutive securities:
Stock options	—			0.1			—			0.2
Convertible subordinated notes	0.6			6.0			—			—
Net income from continuing operations attributable to Trinity Industries, Inc. - diluted	$	522.7		157.0	$	3.33	$	248.6		153.6	$	1.62
Net income (loss) from discontinued operations, net of taxes	$	0.1					$	5.9
Unvested restricted share participation	—						(0.2		)
Net income (loss) from discontinued operations, net of taxes - basic	0.1			150.9	$	—	5.7			153.4	$	0.04
Effect of dilutive securities:
Stock options	—			0.1			—			0.2
Convertible subordinated notes	—			6.0			—			—
Net income (loss) from discontinued operations, net of taxes - diluted	$	0.1		157.0	$	—	$	5.7		153.6	$	0.04

15

Trinity Industries, Inc.

Reconciliation of EBITDA

(in millions)

(unaudited)

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

	Three Months Ended September 30,
	2014		2013
Net income from continuing operations	$	156.3	$	105.8
Add:
Interest expense	48.2		45.8
Provision for income taxes	78.1		55.1
Depreciation and amortization expense	60.5		53.8
Earnings from continuing operations before interest expense, income taxes, and depreciation and amortization expense	$	343.1	$	260.5

	Nine Months Ended September 30,
	2014		2013
Net income from continuing operations	$	562.9	$	267.2
Add:
Interest expense	141.4		141.5
Provision for income taxes	274.5		143.5
Depreciation and amortization expense	171.5		156.2
Earnings from continuing operations before interest expense, income taxes, and depreciation and amortization expense	$	1,150.3	$	708.4

- END -

16

EX-99.2

Exhibit 99.2

Trinity Industries, Inc.

Earnings Release Conference Call

Comments of Gail M. Peck

Vice President, Finance and Treasurer

October 29, 2014

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

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

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

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

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

Tim

Bill

Steve

James

Q&A Session

That concludes today's conference call. A replay of this call will be available after one o'clock eastern standard time today through midnight on November 5, 2014. The access number is (402) 220-0423. Also the replay will be available on the website located at www.trin.net. We look forward to visiting with you again on our next conference call. Thank you for joining us this morning.

EX-99.3

Exhibit 99.3

Trinity Industries, Inc.

Earnings Release Conference Call

Comments of Timothy R. Wallace

Chairman, Chief Executive Officer, and President

October 29, 2014

Thank you, Gail and good morning everyone.

I’ll begin this morning by providing some brief comments pertaining to our highway products litigation and then I’ll move to some comments about our strong 3^rd quarter financial results.

Before I provide remarks pertaining to the litigation, I want everyone to know that it is extremely important to us that our nation’s roads are safe for drivers across the country.

Last week, Trinity and Trinity Highway Products, LLC received an adverse jury verdict on its previously disclosed False Claims litigation. The Company maintains that the allegations are without merit and the damages awarded were based on insufficient evidence. The court has not yet entered a final judgment in this case. We intend to vigorously defend our position in post-trial motions and on appeal to the U.S. Court of Appeals for the 5^th Circuit.

As background information, engineers at Texas A&M, developed and designed the ET-Plus which is the product involved in the litigation. The Texas A&M System established the Texas A&M Transportation Institute in 1950 and is recognized as the largest transportation research agency in the United States. The Texas A&M University System is the owner of the ET-Plus patent. We have placed a high degree of confidence in the Texas A&M System as well as the Texas A&M Transportation Institute and we rely on their engineering expertise pertaining to the ET-Plus. In order to keep things simple I am going to refer to both entities as Texas A&M.

Trinity Highway Products manufactures and markets the ET-Plus according to an exclusive license agreement granted by Texas A&M. According to our license agreement, Texas A&M is responsible for the research, design and development of the ET-Plus. Texas A&M conducted crash testing of the ET-Plus to demonstrate compliance with the required federal highway standards. In addition, Texas A&M prepared the ET-Plus test reports reviewed by the Federal Highway Administration in their consideration of product acceptance. It is our belief that since its introduction in 2000, including all additional improvements to the product, the ET-Plus system has been in compliance with the governing standards.

On October 21^st after the adverse trial verdict, the Federal Highway Administration requested that Trinity Highway Products perform a series of additional tests to support their ongoing evaluation of the ET-Plus. On October 24^th, Trinity Highway Products issued a press release stating it will stop shipment of the ET-Plus until the additional testing has been completed. Texas A&M’s technical and engineering experts are confident the additional tests of the ET-Plus will be successful.

Until we know the outcome of the additional tests, we will not speculate on hypothetical scenarios. During today’s call our responses to specific questions regarding litigation will be limited. Our 3^rd quarter 10Q will provide detailed disclosures related to this matter. From a capital planning point of view, we will maintain a conservative approach until we develop a better sense of clarity pertaining to the litigation and related matters.

Now I will provide some comments about our 3^rd quarter financial results.

I am pleased with our financial results for the third quarter. I continue to be impressed with how our people are driving operating leverage and efficiencies to the bottom line. We also made great progress in the business development area during the 3^rd quarter. In August, we closed on the purchase of the assets of Meyer Steel Structures. This transaction established our market leadership position in the electric transmission towers industry.

During the third quarter, our Rail and Leasing businesses continued to achieve high levels of profitability. We are making significant investments in our rail platform to organically grow our operations in response to strong demand.

I am pleased with the performance of our Energy Equipment, Construction Products, and Inland Barge groups. These businesses grew year-over-year revenue and profits by 34% and 44% respectively, in the third quarter. The growth is a result of the great strides our businesses made in flexing their operations to respond to changes in market demand as well as the acquisitions we made during the last year.

Trinity’s financial accomplishments during the past year have established a higher earnings platform. Our current 2014 earnings guidance range indicates a new record level for Trinity, surpassing prior record years by a wide margin. I am very pleased with the company’s financial performance. A portion of our earnings increase is due to the level of railcar sales generated by our leasing business. Transactional activities are becoming a fundamental part of our leasing business model. We expect to continue conducting railcar leasing and other transactions that provide earnings and generate cash.

As we plan and look towards 2015 we have set a key goal of generating a higher level of earnings than we have achieved this year. We have a large amount of positive momentum occurring at the operating level of our businesess and we are working diligently to build upon the strong earnings platform we have established. Trinity remains uniquely positioned to provide a variety of transportation and storage products to the oil, gas, and chemicals industries. To be a premier diversified industrial company, we recognize the importance of sustainable earnings growth, and the Company’s business model is aligned with that goal in mind.

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

EX-99.4

Exhibit 99.4

Trinity Industries, Inc.

Earnings Release Conference Call

Comments of William A. McWhirter II,

Senior Vice President and Group President

Construction Products, Energy Equipment and Inland Barge Groups

October 29, 2014

Thank you Tim and good morning everyone.

The Energy Equipment Group reported record revenue for the third quarter. The Group also doubled its quarterly operating profit compared to last year. Revenues and profit increased primarily due to recent acquisitions, higher shipments of storage containers serving the energy sector, as well as increased deliveries and improved operational performance in our wind tower business. At the end of the quarter, our wind tower backlog totaled $529 million.

During the third quarter, Trinity completed the purchase of the assets of Meyer Steel Structures. This acquisition enhances the diversity of Trinity’s portfolio of businesses. The Meyer business is now part of Trinity’s Energy Equipment group and operates as Trinity Meyer Utility Structures, LLC.

The integration of Meyer is progressing smoothly. The addition of Meyer provides Trinity a market-leading position in the North American utility steel structures market. While current market fundamentals continue to create a very competitive environment, our long-term outlook is positive.

Moving to our Inland Barge Group

During the third quarter, the Inland Barge Group reported a 30% year-over-year increase in operating profit primarily resulting from a change in product mix. We received orders totaling approximately $177 million during the quarter, resulting in a backlog of $475 million at the end of September.

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

Inquiries for hopper barges have been steady due to strong corn and soybean harvests. Tank barge demand is currently driven primarily by downstream markets, including chemical and petrochemicals. The order environment for new tank barges is consistent with our earlier expectations that downstream infrastructure investments would create additional demand.

Moving to our Construction Products Group

Overall, I am pleased with the level of profitability we achieved during the third quarter. Revenues increased 14% year-over-year primarily resulting from higher sales volumes in our Aggregates business. Operating profit increased 16% compared to last year due to a more favorable product mix. We continue to see strong demand in the Texas construction market, which is a good indicator of overall demand for our aggregates business. Conditions in the highway business remain challenging. The continued uncertainty regarding the availability of funding from the Federal Highway Bill makes it difficult for the state highway authorities to plan longer-term projects.

With regard to the Highway litigation matter, both Trinity Highway Products and the Texas A&M Transportation Institute are working to develop the testing plan requested by the Federal Highway Administration and will deliver the proposed plan this week. Testing dates and additional details will not be finalized until the plan has been approved by the Federal Highway administration. At a state level, we are working with each state to better understand their concerns and a possible course of action. We do not have any additional details to provide at this time.

And now, I will turn the presentation over to Steve.

EX-99.5

Exhibit 99.5

Trinity Industries, Inc.

Earnings Release Conference Call

Comments of D. Stephen Menzies

Senior Vice President and Group President

Rail and Railcar Leasing Groups

October 29, 2014

Thank you, Bill, good morning!

TrinityRail’s positive operating momentum continued during the third quarter. Our integrated business platform is well positioned and responding effectively to strong railcar demand. During the 3^rd quarter our Rail Group and Leasing and Management Services Group delivered outstanding results. Our operating and financial flexibility continues to differentiate TrinityRail, enhancing our position as a premier provider of railcar products and services.

The North American railcar industry experienced a record level of orders during the third quarter reflecting broad industry demand. The industry backlog now stands at over 124,000 railcars eclipsing last quarter’s record levels. During the third quarter, TrinityRail received orders for 14,120 new railcars including covered hoppers, tank cars and auto racks with orders received from railroads, 3rd party lessors and industrial shippers. Our backlog increased to 51,725 railcars with a new record value of approximately $6.1 billion.

The North American energy renaissance and economic recovery are driving increased demand for railcars across a broad number of key markets. We continue to receive orders for tanks cars to transport crude oil and other flammables although some demand is currently paused pending regulatory clarity. Demand for railcars to transport sand and proppants used in oil and gas production remains very strong. We are also seeing rising railcar demand in downstream oil and gas markets such as petrochemicals, chemicals, and fertilizers. We believe this downstream demand will continue to grow with the significant investments being made in production capacity in those industries. There is steady demand for railcars supporting the automotive and steel industries as well as construction related activities. Demand for railcars to move agricultural products is also strong as existing railcar supply is limited for this year’s harvest and rising grain exports. In addition, the replacement of the aging North American fleet continues to be an important driver of long term railcar demand. This demand environment creates an exciting period for the railcar business and presents, potentially, an early stage of an elongated railcar cycle.

During the third quarter, our Rail Group produced another record level of operating profit. I am very pleased with the group’s ability to sustain high levels of productivity and efficiency while facing some operational headwinds due to product mix changes and production line changeovers. Our industry-leading backlog, comprised of a broad mix of tank and freight cars, positions us to realize benefits from extended production runs into 2015 and 2016. During the third quarter, the Rail Group delivered 7,745 railcars. In the fourth quarter, we expect to deliver between 8,100 and 8,300 railcars which brings total annual deliveries to approximately 30,000 railcars in 2014, a record level for Trinity. As we enter 2015, we expect a production rate similar to that of the upcoming fourth quarter. If sustained, this will result in another record year of railcar deliveries for TrinityRail.

We continue to make investments in our business to prepare for tank car regulatory changes expected from the U.S. Department of Transportation and Transport Canada in the very near future. We appreciate the careful considerations that the federal regulatory agencies are giving to the many public responses to the Notice of Proposed Rulemaking. TrinityRail continues to participate in the industry dialogue. Our priority

is to ensure the regulatory compliance of our own lease fleet, as well as those of key strategic customers. Keep in mind, the issuance of new regulations does not change the fact that commodities currently transported in DOT111 tank cars, will still need to be transported in either modified tank cars or new tank cars. TrinityRail is well positioned to meet demand for railcars created by both alternatives.

We recently announced plans to establish a maintenance services facility in the state of Iowa. The development of this new facility increases our capacity to ensure our growing lease fleet of tank cars meets regulatory requirements and to perform modifications that may stem from new tank car regulations. As a reminder, in the second quarter, we announced the acquisition of our Arkansas maintenance services facility. Our ongoing investments in maintenance services facilities ensure that both our leasing company and our key industrial customers have access to cost-effective services in a capacity-constrained marketplace.

During the third quarter, our Leasing Group reported an increase in year-over-year operating profit due to strong market fundamentals and new additions to the wholly-owned lease fleet. With industry railcar utilization quite high, there are very few available existing railcars. New railcar production backlogs extend well into 2016 and some into 2017 for both new tank and freight cars. These factors combined with rising new railcar prices are driving very strong lease renewal rate increases across most railcar types. Our lease fleet utilization at the end of the third quarter was 99.7%, up from 98.5% last year. I am very pleased with our sustained high level of fleet utilization and the strong renewal rate increases that our team continues to achieve.

During the third quarter the Leasing Group took delivery of approximately 1,830 new railcars. Our total lease fleet portfolio, including partially-owned subsidiaries, now stands at 74,945 railcars. At the end of the quarter, 28% of the railcars in our order backlog were committed to customers of our leasing business, bringing our leasing backlog to $1.7 billion. During the last twelve months, our commercial team has originated over $1.8 billion in new railcar leases and achieved excellent renewal results.

Over the last decade, we focused on investing in the lease fleet to offer ‘one-stop shopping’ for our industrial customers as well as creating a stable base of earnings and cash flow to mitigate rail market cyclicality on the Company’s overall results. Our leasing platform has grown and developed and now includes extensive relationships with institutional investors that will support the growth of our lease fleet. The size and scale of our leasing operations allows us to actively participate in the secondary market. Participating in the secondary market helps manage fleet diversification and creates the opportunity for transactional earnings. We expect transactional earnings to be a consistent part of the annual earnings profile of our leasing business.

In summary, the focused efforts of our dedicated TrinityRail team to enhance our operating and financial flexibility continue to drive strong performance levels. The investments we are making position us to benefit from strong market fundamentals as well as fulfill market requirements when new federal tank car guidelines are issued. I am very pleased with TrinityRail’s strong momentum as we finish the current year and head into 2015.

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

October 29, 2014

Thank you, Steve and good morning everyone.

Yesterday, we announced strong results for the third quarter of 2014, with record revenue of approximately $1.6 billion and EPS of $0.90, compared with revenues of $1.1 billion and EPS of $0.63 during the third quarter of 2013. Please recall that we completed a 2-for-1 stock split in June of this year, so all figures have been adjusted accordingly.

The Company’s convertible notes had a dilutive impact of $0.05 to EPS during the third quarter. The convertible notes did not have a dilutive impact on prior year results. Please refer to the EPS schedule provided in our press release yesterday for the calculation of the dilutive impact.

In the third quarter, we recorded approximately $7.5 million, or $0.03 per share, of one-time costs related to the asset purchase of Meyer Steel Structures, which closed in August. Approximately $6.0 million of these costs were recorded at the Corporate level and approximately $1.5 million were recorded as additional non-recurring state income tax expense.

During the third quarter, we repurchased 407,000 shares of our common stock in the open market for a total cost of $19 million. Year to date, we have repurchased $31.5 million of common stock.

With respect to the highway litigation, Trinity believes that it is not probable at this time that the jury decision will withstand legal scrutiny. As we diligently pursue a successful outcome in this case, which may result in an appeal to the Fifth Circuit, we may need to satisfy certain bonding requirements if the District Court enters a final judgment. We are confident in our ability to procure sufficient bonding capacity at a reasonable cost, should the court require an appeal bond. Current indications from our insurance providers are that such a bond would be provided on an unsecured basis. We maintain a strong balance sheet with readily available liquidity of approximately $1.3 billion. We expect our cash flow generation to be strong, and Trinity has access to additional capital as needed.

I will now discuss our current outlook for the remainder of 2014.

As provided in our press release yesterday, our guidance for 2014 annual EPS is $4.08 to $4.16, which compares very favorably to our prior guidance of $3.90 to $4.10. This implies fourth quarter earnings of $0.75 to $0.83 per share. Results from the Meyer acquisition are now included in our earnings guidance. Due to one-time costs associated with the transaction, as well as on-going intangible asset amortization, Meyer has a minimal net earnings impact in 2014. Our earnings and guidance also incorporate expenses associated with our highway products litigation.

Our current EPS guidance for 2014 assumes a weighted average diluted share count of 157 million shares, which includes 5.8 million shares from the convertible notes. The dilutive impact assumes an average stock price of $37.45 for the year and reduces earnings by approximately $0.16 per share.

The remainder of the guidance I will provide today relates to the fourth quarter. We expect to resume our practice of providing annual guidance ranges when we issue guidance for 2015.

In the fourth quarter, we expect our Rail Group to generate revenues of $1.0 billion to $1.1 billion with an operating margin of 17.5% to 18%. These ranges incorporate the fourth quarter delivery guidance Steve mentioned in his remarks, which implies 2014 total deliveries of approximately 30,000 railcars. Fourth quarter operating margins for the Rail Group are lower than previously achieved year-to-date due to product mix changes and change-over costs associated with certain production lines.

We expect our Leasing Group to record operating revenues for the fourth quarter of $155 million to $160 million, with operating profit from operations of $65 million to $70 million. The implied operating margin is lower on a year-over-year and sequential basis due to a higher level of compliance-related maintenance, the timing of which can be uneven. We anticipate fourth quarter sales of leased railcars from the lease fleet to generate $62 million to $67 million, all of which are expected to be recorded in the Leasing Group as revenues. The fourth quarter operating profit associated with these sales is expected to range between $13 million and $15 million.

Since announcing the $2 billion strategic alliance last December, we have sold $873 million of leased railcars to Element Financial. We expect to substantially complete the sale of the first $1 billion of leased railcars by the end of 2014, leaving $1 billion of sales remaining. Element intends to purchase these railcars in 2015, and we remain confident in this timing.

We expect our Construction Products Group to record fourth quarter revenues of $135 million to $145 million with an operating margin of 4% to 5%. Margins are expected to step down in the fourth quarter reflecting the seasonal nature of the construction business as well impacts from the litigation including our decision last week to suspend sales of the ET-Plus® System. Year-to-date nine month revenue from this product was approximately $33 million, consistent with prior year levels.

Our Inland Barge Group is expected to report revenues of $165 million to $175 million for the fourth quarter with an operating margin of 13.5% to 14.5%, as a result of the mix of products being delivered in the quarter. As we look beyond the fourth quarter, we are pleased with the overall pricing levels in our Barge backlog.

We expect our Energy Equipment Group to produce fourth quarter revenues of $265 million to $275 million with an operating margin of 9.5% to 10.5%, including the operating results of Meyer from the date of acquisition, which includes the amortization of certain acquired assets due to purchase price accounting.

Corporate expenses are expected to range from $28 million to $32 million during the fourth quarter. Our guidance does not include a reserve related to the jury’s adverse decision in the highway litigation. Pending entry of a final judgment and completion of the Company’s post-trial and appellate activities in this matter, we do not currently believe that a loss is probable. We will direct you to our Third Quarter Form 10-Q, which will provide further details regarding the status of the litigation and related matters. Our guidance for Corporate expenses does, however, include certain legal expenses associated with the ongoing litigation

For the fourth quarter, we expect to eliminate between $190 million and $200 million of revenue and defer between $30 million and $35 million of operating profit, due to the addition of new railcars to our lease fleet. This guidance range also includes the elimination of certain Rail Group sales to the Leasing Group that are later sold to third parties from the Leasing Group. We expect between $70 million and $80 million of revenue eliminations for other intercompany transactions during the fourth quarter.

We expect to deduct between $8 million and $10 million of non-controlling earnings in the fourth quarter due to our partial 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.

Near the end of the third quarter, we issued $400 million of ten-year senior unsecured notes for general corporate purposes at an attractive interest rate of 4.55%. During the fourth quarter, we will begin to incur a full quarter of interest expense from our $400 million of Senior Notes, reducing EPS by approximately 2 cents per quarter going forward.

For the purpose of calculating our EPS guidance, we are assuming a tax rate of approximately 33% for the fourth quarter.

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

As it pertains to cash flow, we expect the annual net cash investment in new railcars in our lease fleet to be minimal, if any, in 2014 after considering the expected proceeds received from leased railcar sales during the year. Full-year manufacturing and corporate capital expenditures for 2014 are expected to be between $250 million and $300 million.

Our guidance ranges imply year-over-year annual revenue growth of approximately 40% and annual earnings per share growth of more than 70%, representing another record year for Trinity. As Tim indicated in his remarks, we are establishing a higher earnings platform in 2014. We recognize the importance of sustainable earnings growth, and we believe the Company’s business model is aligned with that goal in mind. With a record combined reported backlog of $7.1 billion in our major businesses, we are well-positioned to make progress on this goal in 2015.

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

-- Q&A Session --