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 25, 2017

__________________________________________

(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 25, 2017, announcing operating results for the three month period ended March 31, 2017, a copy of which is furnished as exhibit 99.1 and incorporated herein by reference. On April 26, 2017, the Registrant held a conference call and web cast with respect to its financial results for the three month period ended March 31, 2017. The conference call scripts of Gail M. Peck, Vice President, Finance and Treasurer; S. Theis Rice, Senior Vice President and Chief Legal Officer; 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, 99.6, and 99.7, 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 25, 2017 with respect to the operating results for the three month period ended March 31, 2017.

99.2 Conference call script of April 26, 2017 of Gail M. Peck, Vice President, Finance and Treasurer.

99.3 Conference call script of April 26, 2017 of S. Theis Rice, Senior Vice President and Chief Legal Officer.

99.4 Conference call script of April 26, 2017 of Timothy R. Wallace, Chairman, Chief Executive Officer, and President.

99.5 Conference call script of April 26, 2017 of William A. McWhirter II, Senior Vice President and Group President of the Construction Products, Energy Equipment and Inland Barge Groups.

99.6 Conference call script of April 26, 2017 of D. Stephen Menzies, Senior Vice President and Group President of the Rail and Railcar Leasing Groups.

99.7 Conference call script of April 26, 2017 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 26, 2017	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 25, 2017 with respect to the operating results for the three month period ended March 31, 2017
99.2	Conference call script of April 26, 2017 of Gail M. Peck, Vice President, Finance and Treasurer
99.3	Conference call script of April 26, 2017 of S. Theis Rice, Senior Vice President and Chief Legal Officer.
99.4	Conference call script of April 26, 2017 of Timothy R. Wallace, Chairman, Chief Executive Officer, and President.
99.5	Conference call script of April 26, 2017 of William A. McWhirter II, Senior Vice President and Group President of the Construction Products, Energy Equipment and Inland Barge Groups.
99.6	Conference call script of April 26, 2017 of D. Stephen Menzies, Senior Vice President and Group President of the Rail and Railcar Leasing Groups.
99.7	Conference call script of April 26, 2017 of James E. Perry, Senior Vice President and Chief Financial Officer.

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

Trinity Industries, Inc. Announces First Quarter 2017 Results

DALLAS, Texas - April 25, 2017 - Trinity Industries, Inc. (NYSE:TRN) today announced earnings results for the first quarter ended March 31, 2017, including the following:

• Quarterly revenues and net income of $877.3 million and $46.0 million, respectively, compared to $1.2 billion and $97.2 million, respectively, in 2016

• Quarterly earnings per common diluted share of $0.30 compared to $0.64 per share in 2016

• Quarterly deliveries and orders totaling 3,770 and 970 railcars, respectively, in the Rail Group, compared to 7,145 and 1,620 railcars, respectively, in 2016

• Rail Group backlog of $2.7 billion as of March 31, 2017, representing 26,420 railcars, compared to a backlog of $3.0 billion as of December 31, 2016, representing 29,220 railcars

• Quarterly Railcar Leasing and Management Services Group operating profit of $85.0 million, a 14.6% increase year-over-year

• Anticipates full year 2017 earnings per common diluted share of between $1.00 and $1.25 compared to its previous full year 2017 earnings guidance of between $1.00 and $1.35

Consolidated Results

Trinity Industries, Inc. reported net income attributable to Trinity stockholders of $46.0 million, or $0.30 per common diluted share, for the first quarter ended March 31, 2017. Net income for the same quarter of 2016 was $97.2 million, or $0.64 per common diluted share. Revenues for the first quarter of 2017 totaled $877.3 million compared to revenues of $1.2 billion for the same quarter of 2016. First quarter 2017 results benefitted from a lower effective tax rate of 28.7% compared to 36.0% in the same quarter of 2016 due to the settlement of certain tax audits. For the full year 2017, the Company continues to expect a 36.0% effective tax rate.

“The performance of our businesses during the first quarter of 2017 was in line with our expectations,” said Timothy R. Wallace, Trinity’s Chairman, CEO and President. “The results of our Rail and Inland Barge Groups reflect substantial declines in production volumes compared to last year as our railcar and barge manufacturing businesses continue to face challenging market conditions. During the first quarter, our leasing company generated strong operating earnings, increasing operating profit by 14.6% compared to last year.”

Mr. Wallace added, “We continue to observe a unique mixture of uncertainty and optimism in the majority of the markets we serve. The flexible nature of Trinity’s business model positions our company to respond when market conditions shift.”

Business Group Results

In the first quarter of 2017, the Rail Group reported revenues of $478.3 million compared to revenues of $846.9 million in the first quarter of 2016. Operating profit and profit margin for the Rail Group were $50.7 million and 10.6% in the first quarter of 2017 compared to $157.2 million and 18.6% in the first quarter of 2016. The decreases in revenues and operating profit were primarily due to significantly lower railcar deliveries. The Rail Group delivered 3,770 railcars and received orders for 970 railcars during the first quarter of 2017 compared to 7,145 and 1,620 railcars, respectively, in 2016. The Rail Group had a backlog of $2.7

billion as of March 31, 2017, representing 26,420railcars, compared to a backlog of $3.0 billion as of December 31, 2016, representing 29,220 railcars.

The Railcar Leasing and Management Services Group reported total revenues of $178.9 million in the first quarter of 2017 compared to total revenues of $178.5 million in the same quarter of 2016. Operating profit for this Group was $85.0 million in the first quarter of 2017 compared to operating profit of $74.2 million in the first quarter of 2016, which included $4.4 million of profit from the sales of leased railcars. The increase in operating profit during the first quarter of 2017 was primarily due to net additions to the lease fleet and lower maintenance and compliance expenses, partially offset by the effect of lower average lease rates and a reduced volume of sales of leased railcars. Supplemental information for the Leasing Group is provided in the accompanying tables.

The Inland Barge Group reported revenues of $62.7 million in the first quarter of 2017 compared to revenues of $110.8 million in the first quarter of 2016. Operating profit and profit margin for this Group were $6.4 million and 10.2% in the first quarter of 2017 compared to $12.6 million and 11.4% in the first quarter of 2016.The decreases in revenues and operating profit compared to the same quarter last year were primarily due to lower barge deliveries and changes in product mix. The Inland Barge Group received orders of $52.6 million during the quarter and, as of March 31, 2017, had a backlog of $109.9 million compared to a backlog of $120.0 million as of December 31, 2016.

The Energy Equipment Group reported revenues of $255.4 million in the first quarter of 2017 compared to revenues of $273.4 million in the same quarter of 2016. Operating profit and profit margin for this Group were $29.8 million and 11.7% compared to $37.4 million and 13.7% in the same quarter last year. The decreases in revenues and operating profit compared to the same quarter last year were primarily due to lower delivery volumes in most of the Group's product lines. The backlog for structural wind towers as of March 31, 2017 was $1.0 billion compared to a backlog of $1.1 billion as of December 31, 2016.

The Construction Products Group reported revenues of $123.1 million in the first quarter of 2017 compared to revenues of $124.9 million in the first quarter of 2016. Operating profit for the first quarter of 2017 decreased to $15.6 million compared to $15.9 million in the same quarter last year while operating margin remained flat at 12.7%. Revenues and operating profit decreased slightly compared to the same quarter last year primarily as a result of lower volumes in our construction aggregates business partially offset by higher volumes in our highway products and other businesses.

Cash and Liquidity

At March 31, 2017, the Company had cash, cash equivalents, and short-term marketable securities of $778.8 million. When combined with capacity under committed credit facilities, the Company had approximately $2.1 billion of available liquidity at the end of the first quarter.

Share Repurchase

There were no shares repurchased during the first quarter of 2017. The Company's current share repurchase authorization through December 31, 2017 remains at $215.4 million.

Earnings Guidance for 2017

For the full year of 2017, the Company anticipates earnings per common diluted share of between $1.00 and $1.25 compared to its previous guidance of between $1.00 and $1.35 per share.

In the first quarter, the Company was required to adopt a new accounting standard, Accounting Standard Update No. 2016-09 “Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting” which changed the accounting for certain aspects of share-based payments to employees. As a result, on a go forward basis, the Company anticipates there will be greater volatility in the provision for income taxes, primarily in the second quarter each year when the Company's share-based payments typically vest, resulting from stock price fluctuations between the grant date and the vest date. Based

2

on yesterday's closing stock price, the effective tax rate for the second quarter of 2017 is estimated to be approximately 41.0%. For the full year 2017, the Company continues to expect an effective tax rate of 36.0%.

Actual results in 2017 may differ from present expectations and could be impacted by a number of factors including, among others, the risk factors disclosed in "Risk Factors" and "Forward-Looking Statements" in the Company's Annual Report on Form 10-K for the most recent fiscal year.

Conference Call

Trinity will hold a conference call at 11:00 a.m. Eastern on April 26, 2017 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 and select the Conference Calls menu link. An audio replay may be accessed through the Company’s website or by dialing (402) 220-2553 until 11:59 p.m. Eastern on May 3, 2017.

Company Description

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

Some statements in this release, which are not historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about Trinity's estimates, expectations, beliefs, intentions or strategies for the future, and the assumptions underlying these forward-looking statements. Trinity uses the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” “guidance,” “outlook,” 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.

Investor Contact:

Preston Bass

Director, Investor Relations

Trinity Industries, Inc.

214/631-4420

Media Contact:

Jack Todd

Vice President, Public Affairs

Trinity Industries, Inc.

214/589-8909

- TABLES TO FOLLOW -

3

Trinity Industries, Inc.

Condensed Consolidated Income Statements

(in millions, except per share amounts)

(unaudited)

	Three Months Ended March 31,
	2017			2016
Revenues	$	877.3		$	1,187.9
Operating costs:
Cost of revenues	659.7			889.9
Selling, engineering, and administrative expenses	102.3			96.5
Losses (gains) on dispositions of property:
Net gains on lease fleet sales	—			(2.1		)
Other	(1.3		)	0.2
	760.7			984.5
Operating profit	116.6			203.4
Interest expense, net	43.3			44.6
Other, net	0.8			(0.7		)
Income before income taxes	72.5			159.5
Provision for income taxes	20.8			57.4
Net income	51.7			102.1
Net income attributable to noncontrolling interest	5.7			4.9
Net income attributable to Trinity Industries, Inc.	$	46.0		$	97.2
Net income attributable to Trinity Industries, Inc. per common share:
Basic	$	0.30		$	0.64
Diluted	$	0.30		$	0.64
Weighted average number of shares outstanding:
Basic	148.7			148.3
Diluted	150.6			148.3

Trinity is required to utilize the two-class method of accounting when calculating earnings per share as a result of unvested restricted shares that have non-forfeitable rights to dividends and are, therefore, considered to be a participating security. The unvested restricted shares are excluded from the weighted average number of shares outstanding for the purposes of determining earnings per share. The two-class method results in a lower earnings per share than is calculated from the face of the income statement. See Earnings Per Share Calculation table below.

4

Trinity Industries, Inc.

Condensed Segment Data

(in millions)

(unaudited)

	Three Months Ended March 31,
Revenues:	2017			2016
Rail Group	$	478.3		$	846.9
Construction Products Group	123.1			124.9
Inland Barge Group	62.7			110.8
Energy Equipment Group	255.4			273.4
Railcar Leasing and Management Services Group	178.9			178.5
All Other	22.8			21.9
Segment Totals before Eliminations	1,121.2			1,556.4
Eliminations - lease subsidiary	(181.0		)	(283.3		)
Eliminations - other	(62.9		)	(85.2		)
Consolidated Total	$	877.3		$	1,187.9
	Three Months Ended March 31,
Operating profit (loss):	2017			2016
Rail Group	$	50.7		$	157.2
Construction Products Group	15.6			15.9
Inland Barge Group	6.4			12.6
Energy Equipment Group	29.8			37.4
Railcar Leasing and Management Services Group	85.0			74.2
All Other	(4.6		)	(5.1		)
Segment Totals before Eliminations and Corporate Expenses	182.9			292.2
Corporate	(35.0		)	(24.7		)
Eliminations - lease subsidiary	(28.9		)	(65.5		)
Eliminations - other	(2.4		)	1.4
Consolidated Total	$	116.6		$	203.4

5

Trinity Industries, Inc.

Leasing Group

Condensed Results of Operations (unaudited)

	Three Months Ended March 31,
	2017			2016
	($ in millions)
Revenues:
Leasing and management	$	178.9		$	170.5
Sales of railcars owned one year or less at the time of sale(1)	—			8.0
Total revenues	$	178.9		$	178.5
Operating profit:
Leasing and management	$	85.0		$	69.8
Railcar sales(1):
Railcars owned one year or less at the time of sale	—			2.3
Railcars owned more than one year at the time of sale	—			2.1
Total operating profit	$	85.0		$	74.2
Operating profit margin:
Leasing and management	47.5		%	40.9		%
Railcar sales	*			*
Total operating profit margin	47.5		%	41.6		%
Selected expense information(2):
Depreciation	$	42.1		$	37.4
Maintenance and compliance	$	20.5		$	31.6
Rent	$	10.1		$	9.5
Interest	$	30.6		$	31.8

	March 31, 2017		December 31, 2016
Leasing portfolio information:
Portfolio size (number of railcars):
Wholly-owned	62,255		60,440
Partially-owned	24,665		24,670
	86,920		85,110
Portfolio utilization	97.5	%	97.6	%

	Three Months Ended March 31,
	2017		2016
	(in millions)
Proceeds from sales of leased railcars:
Leasing Group:
Railcars owned one year or less at the time of sale	$	—	$	8.0
Railcars owned more than one year at the time of sale	—		6.7
Rail Group	—		8.1
	$	—	$	22.8

* Not meaningful

⁽¹⁾ The Company recognizes sales of railcars from the lease fleet which have been owned by the lease fleet for one year or less as revenue. Sales of railcars from the lease fleet which have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset.

⁽²⁾Depreciation, maintenance and compliance, 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 profit 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.

6

Trinity Industries, Inc.

Condensed Consolidated Balance Sheets

(in millions)

(unaudited)

	March 31, 2017		December 31, 2016
Cash and cash equivalents	$	586.7	$	563.4
Short-term marketable securities	192.1		234.7
Receivables, net of allowance	323.7		378.7
Income tax receivable	133.0		102.1
Inventories	632.1		665.8
Restricted cash	183.8		178.2
Net property, plant, and equipment	6,080.1		5,966.8
Goodwill	754.3		754.1
Other assets	257.6		281.5
	$	9,143.4	$	9,125.3
Accounts payable	$	156.4	$	156.1
Accrued liabilities	398.6		426.1
Debt, net of unamortized discount of $22.5 and $27.1	3,036.0		3,056.6
Deferred income	22.7		23.5
Deferred income taxes	1,128.5		1,072.9
Other liabilities	52.3		79.0
Stockholders' equity:
Trinity Industries, Inc.	3,957.1		3,918.5
Noncontrolling interest	391.8		392.6
	4,348.9		4,311.1
	$	9,143.4	$	9,125.3

7

Trinity Industries, Inc.

Additional Balance Sheet Information

(in millions)

(unaudited)

	March 31, 2017			December 31, 2016
Property, Plant, and Equipment
Corporate/Manufacturing:
Property, plant, and equipment	$	1,955.8		$	1,936.1
Accumulated depreciation	(999.8		)	(974.4		)
	956.0			961.7
Leasing:
Wholly-owned subsidiaries:
Machinery and other	10.7			10.7
Equipment on lease	4,862.3			4,673.0
Accumulated depreciation	(793.2		)	(760.1		)
	4,079.8			3,923.6
Partially-owned subsidiaries:
Equipment on lease	2,309.2			2,309.4
Accumulated depreciation	(445.3		)	(429.8		)
	1,863.9			1,879.6
Deferred profit on railcars sold to the Leasing Group	(976.9		)	(948.2		)
Accumulated amortization	157.3			150.1
	(819.6		)	(798.1		)
	$	6,080.1		$	5,966.8

8

Trinity Industries, Inc.

Additional Balance Sheet Information

(in millions)

(unaudited)

	March 31, 2017			December 31, 2016
Debt
Corporate - Recourse:
Revolving credit facility	$	—		$	—
Senior notes due 2024, net of unamortized discount of $0.3 and $0.4	399.7			399.6
Convertible subordinated notes, net of unamortized discount of $22.2 and $26.7	427.2			422.7
	826.9			822.3
Less: unamortized debt issuance costs	(3.5		)	(3.7		)
	823.4			818.6
Leasing:
Wholly-owned subsidiaries:
Recourse:
Capital lease obligations, net of unamortized debt issuance costs of $0.1 and $0.1	31.1			32.0
	31.1			32.0
Non-recourse:
Secured railcar equipment notes	636.3			647.3
Warehouse facility	202.0			204.1
	838.3			851.4
Less: unamortized debt issuance costs	(10.5		)	(11.4		)
	827.8			840.0
Partially-owned subsidiaries - Non-recourse:
Secured railcar equipment notes	1,368.3			1,381.0
Less: unamortized debt issuance costs	(14.6		)	(15.0		)
	1,353.7			1,366.0
	$	3,036.0		$	3,056.6

9

Trinity Industries, Inc.

Additional Balance Sheet Information

($ in millions)

(unaudited)

	March 31, 2017			December 31, 2016
Leasing Debt Summary
Total Recourse Debt	$	31.1		$	32.0
Total Non-Recourse Debt	2,181.5			2,206.0
	$	2,212.6		$	2,238.0
Total Leasing Debt
Wholly-owned subsidiaries	$	858.9		$	872.0
Partially-owned subsidiaries	1,353.7			1,366.0
	$	2,212.6		$	2,238.0
Equipment on Lease(1)
Wholly-owned subsidiaries	$	4,079.8		$	3,923.6
Partially-owned subsidiaries	1,863.9			1,879.6
	$	5,943.7		$	5,803.2
Total Leasing Debt as a % of Equipment on Lease
Wholly-owned subsidiaries	21.1		%	22.2		%
Partially-owned subsidiaries	72.6		%	72.7		%
Combined	37.2		%	38.6		%

(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,
	2017			2016
Operating activities:
Net income	$	51.7		$	102.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	72.8			69.4
Net gains on railcar lease fleet sales owned more than one year at the time of sale	—			(2.1		)
Other	69.0			76.8
Changes in assets and liabilities:
(Increase) decrease in receivables	24.1			67.9
(Increase) decrease in inventories	33.7			7.0
Increase (decrease) in accounts payable and accrued liabilities	(26.3		)	(66.3		)
Other	(4.9		)	31.3
Net cash provided by operating activities	220.1			286.1
Investing activities:
Proceeds from railcar lease fleet sales owned more than one year at the time of sale	—			6.7
Proceeds from dispositions of property	3.6			1.1
Capital expenditures - leasing, net of sold lease fleet railcars owned one year or less with a net cost of $ – and $5.7	(162.9		)	(222.8		)
Capital expenditures - manufacturing and other	(24.3		)	(26.3		)
(Increase) decrease in short-term marketable securities	42.6			(115.0		)
Other	0.5			0.2
Net cash required by investing activities	(140.5		)	(356.1		)
Financing activities:
Payments to retire debt	(26.7		)	(30.4		)
Shares repurchased	—			(34.7		)
Dividends paid to common shareholders	(16.7		)	(16.8		)
Purchase of shares to satisfy employee tax on vested stock	—			(0.1		)
Distributions to noncontrolling interest	(7.3		)	(6.8		)
(Increase) decrease in restricted cash	(5.6		)	10.2
Other	—			(1.7		)
Net cash required by financing activities	(56.3		)	(80.3		)
Net increase (decrease) in cash and cash equivalents	23.3			(150.3		)
Cash and cash equivalents at beginning of period	563.4			786.0
Cash and cash equivalents at end of period	$	586.7		$	635.7

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, 2017						Three Months Ended March 31, 2016
	Income			Average Shares	EPS		Income			Average Shares	EPS
Net income attributable to Trinity Industries, Inc.	$	46.0					$	97.2
Unvested restricted share participation	(1.2		)				(2.9		)
Net income attributable to Trinity Industries, Inc. - basic	44.8			148.7	$	0.30	94.3			148.3	$	0.64
Effect of dilutive securities:
Convertible subordinated notes	—			1.9			—			—
Net income attributable to Trinity Industries, Inc. - diluted	$	44.8		150.6	$	0.30	$	94.3		148.3	$	0.64

12

Trinity Industries, Inc.

Reconciliation of EBITDA

(in millions)

(unaudited)

“EBITDA” is defined as net income 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 consolidated 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,
	2017		2016
Net income	$	51.7	$	102.1
Add:
Interest expense	45.0		45.8
Provision for income taxes	20.8		57.4
Depreciation and amortization expense	72.8		69.4
Earnings before interest expense, income taxes, and depreciation and amortization expense	$	190.3	$	274.7

- END -

13

EX-99.2

Exhibit 99.2

Trinity Industries, Inc.

Earnings Release Conference Call

Comments of Gail M. Peck

Vice President, Finance and Treasurer

April 26, 2017

Thank you, David. Good morning everyone. Welcome to the Trinity Industries’ first quarter 2017 results conference call. I am Gail Peck, Vice President, Finance and Treasurer of Trinity. Thank you for joining us this morning.

Similar to the format we have used on our recent earnings call, we will begin with an update on the Highway Products litigation matter. We will then follow with our normal quarterly earnings conference call format.

Today’s speakers are:

•Theis Rice, Senior Vice President and Chief Legal Officer;

•Tim Wallace our Chairman, Chief Executive Officer and President;

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

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

•James Perry, our Senior Vice President and Chief Financial Officer

Following their comments, 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 Theis Rice.

Theis

Tim

Bill

Steve

James

Q&A Session

Thank you, David. That concludes today's conference call. A replay of today’s call will be available after one o'clock eastern standard time through midnight on May 3, 2017. The access number is (402) 220-2553. 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 S. Theis Rice

Senior Vice President and Chief Legal Officer

April 26, 2017

Thank you Gail and good morning everyone.

As previously reported, the False Claims Act judgment entered against Trinity Industries and Trinity Highway Products in June 2015 is currently on appeal to the United States Circuit Court of Appeals for the Fifth Circuit. This case involves the ET Plus guardrail end terminal system manufactured by Trinity Highway Products.

The briefing and oral argument phase of the case was concluded on December 7, 2016. The Court now has the case under consideration and has yet to issue its opinion in the matter.

Trinity Industries and Trinity Highway Products have also been named in a number of other suits involving highway products that we believe are groundless, and represent opportunistic filings that seek to capitalize on the False Claims Act judgment now on appeal.

For a more detailed review of these suits, please see Note 18 to the financial statements in Trinity’s Form 10-Q for the period ended March 31, 2017. Please also refer to etplusfacts.com for additional information.

I will now turn the call over to Tim.

EX-99.4

Exhibit 99.4

Trinity Industries, Inc.

Earnings Release Conference Call

Comments of Timothy R. Wallace

Chairman, Chief Executive Officer, and President

April 26, 2017

Thank you Theis and good morning everyone.

My comments this morning will be brief since very little has changed since our last conference call. Trinity’s first quarter financial results were in line with our expectations. They reflect the decline in production volume for railcars and barges that we discussed during our last conference call. Demand conditions remain weak and there continues to be an oversupply of railcars and barges in the North American market. These businesses are making adjustments to their production levels and continue to prepare for the possibility of extended downturns. At the same time, our rail and barge businesses are staying flexible so they can respond when opportunities resurface. I am pleased with the way our people are confronting the challenges associated with today’s business environment.

Demand for the majority of our other manufactured products is continuing to be impacted by the uncertainties associated with the U.S. economy and the political landscape. A unique mixture of uncertainty and optimism in the majority of the end markets our businesses serve remains prevalent. Most of our customers are placing product orders for replacement needs and projects already underway. They appear optimistic regarding the potential opportunities that could surface if a major infrastructure spending program is approved by Congress.

During the 1^st quarter, our railcar leasing business continued to generate strong operating earnings. We plan to grow our owned and managed lease fleet this year. We remain flexible with respect to the volume of railcars with leases we will sell to investors this year.

During business downturns, we typically make investments to enhance our positions in the future. During the recent upcycle, our manufacturing businesses ran at an aggressive pace and we identified some areas for improvement. As an example, we are currently making investments to upgrade a number of core technologies that support Trinity’s manufacturing businesses. Down cycles are ideal times for this type of infrastructure improvement. These projects provide an effective way to preserve and utilize some of our talent until business volumes increase.

Overall, I am pleased with our Company’s ability to make prompt and orderly transitions when market conditions shift. Our industrial manufacturing, construction aggregates and railcar leasing businesses strive to do their best in every market environment, and constantly work at strengthening their competitive positions. We remain positioned to capitalize on opportunities to enhance shareholder value.

I will now turn it over to Bill for his remarks.

EX-99.5

Exhibit 99.5

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 26, 2017

Thank you Tim and good morning everyone.     

The first quarter results for our Inland Barge Group reflect significant volume reductions year-over-year as weak market conditions persist. Overcapacity of barge equipment along the inland waterways continues to create headwinds. Our team has responded well to these market challenges by reducing our manufacturing footprint to match market demand.

Our customers continue to be optimistic that fleet utilization will begin to improve later this year or in 2018. During the quarter, our Inland Barge business received $53 million in orders, bringing the total backlog to $110 million. During the quarter, we worked with an existing customer to shift production scheduled for this year into 2018 in exchange for a new order, a good outcome in a competitive environment. James will discuss the impact of this agreement on our 2017 financial guidance.

Beginning in the second quarter, we expect quarterly revenues for the Inland Barge Group to run at approximately 50% of the first quarter levels. This reduction in volume is expected to result in an operating profit for the remainder of the year of a small loss. We are working diligently to secure orders and reduce costs while maintaining flexibility to respond quickly when demand improves.

The financial performance of the Energy Equipment Group during the first quarter reflects soft demand conditions for many of the end markets we serve.

At the end of the first quarter, our wind tower backlog totaled $1.0 billion, providing production visibility and continuity for this business. I am pleased with our team’s performance during the first quarter producing wind towers under the long-term order received in the second quarter of last year. We continue to have positive expectations for this business given the federal production tax credit and improvements in wind turbine technology.

During the first quarter, we saw further evidence of an increase in demand for utility structures. We expect demand to continue improving as projects that will replace aging utility structures are authorized for construction.

The Construction Products Group’s results for the first quarter were in-line with last year’s results. The Group is on track for another strong year in 2017.

Demand for construction aggregates remains strong primarily due to infrastructure-related work within our markets. We continue to look for opportunities to expand this business. Our investments during the past few years have created scale that provides a foundation for long-term growth.

Our highway products business is performing well. Funding initiatives at the federal and state levels are driving commitments to longer-term highway projects. We continue to monitor discussions on Capitol Hill concerning the potential passage of a large infrastructure bill.

In closing, the first quarter financial results for our various businesses continue to reflect mixed demand conditions. We are highly focused on securing new orders and reducing costs.

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

EX-99.6

Exhibit 99.6

Trinity Industries, Inc.

Earnings Release Conference Call

Comments of D. Stephen Menzies

Senior Vice President and Group President

Rail and Railcar Leasing Groups

April 26, 2017

Thank you, Bill, good morning!

TrinityRail’s performance for the first quarter met our expectations. The Leasing Group delivered a solid financial performance in the first quarter, increasing total operating profit by 14.6% year-over-year. Lease fleet growth, high lease fleet utilization, and continued disciplined cost management initiatives contributed to the quarter’s results. Our owned and managed lease fleet now stands at more than 105,000 railcars, providing Trinity with a solid level of earnings stability as we continue to confront challenging railcar market fundamentals. Our Rail Group achieved a 10.6% operating margin on deliveries of 3,770 railcars. As anticipated, production volumes were almost 50% less during the quarter, compared with both the first and fourth quarters of 2016. Our team did a good job transitioning to lower volumes.

Market fundamentals improved slightly during the first quarter, however, it is too early to declare a market recovery. Train speeds continued their slow descent off last year’s highs and dwell times increased slightly thereby increasing railcar cycle times. Idle railcars fell for the third straight quarter, although the oversupply in many railcar categories remains significant. The upward trend in railcar loadings is encouraging, but needs to be sustained for an extended period of time to return to 2014 levels. While there appears to be optimism from our customers about the direction of our economy, it has yet to translate to meaningful new capital investments.

I am very pleased with the Leasing Group’s operating performance during the first quarter of 2017. On a year-over-year basis, leasing and management services revenues and profit from operations increased 4.9% and 21.8%, respectively, on high fleet utilization and new fleet additions of 1,730 leased railcars, partially offset by lower average lease rates. As expected, we did not sell any leased railcars during the first quarter. The scale and diversification of our owned and managed lease fleet of 105,455 railcars are providing a valuable base of earnings and cash flow to the company as railcar manufacturing profits decline. Our owned and partially-owned portfolio of leased railcars, which has a book value of approximately $6 billion, excluding deferred profit, is well positioned for solid performance in the current railcar market.

Lease fleet utilization in the first quarter increased slightly year-over-year to 97.5%, about the same as the fourth quarter of 2016. We continue to focus on maintaining high lease fleet utilization while growing the fleet in 2017. While the lease pricing environment is still weak, there appears to be firming in lease renewal rates at existing pricing levels. Only as the over-supply of idle railcars in the industry are placed back into service will we then begin to see lease rate improvement in existing leased railcars. With an average remaining lease term of 3.5 years, lease expirations in 2017 and 2018 are within a manageable range that is consistent with prior years. At the end of the first quarter, our committed leased railcar backlog stood at 7,930 railcars with a value of approximately $720 million.

Lease fleet maintenance and regulatory compliance costs, while up slightly compared with the fourth quarter, decreased 35% year-over year. However, during the course of the year as we do more regulatory compliance work, and railcar service is performed for remarketed railcars, maintenance and regulatory

compliance costs may increase. While our expectation is that railcar leasing fundamentals will remain challenging in 2017, our operating guidance reflects relatively stable profit from leasing operations.

For 2017, we anticipate leased railcar sales of between $300 and $350 million, a slight reduction in the high end of our previous guidance. During the year, we will continue to balance investment demand from institutional investors with the growth of our wholly-owned lease fleet.

Order levels for newly built railcars during the first quarter, both industrywide and for our Rail Group, continued to reflect weak industry conditions. During the quarter, the industry received orders for approximately 4,815 railcars, well below the estimated replacement rate for the North American fleet. Trinity’s Rail Group received orders of 970 railcars in the first quarter from industrial shippers, railroads and leasing companies. Our order level for the quarter was reflective of the very weak inquiry levels we described on our February earnings call. While we have seen recent improvement in inquiries, we have yet to see these inquiries turn into meaningful order levels. Again, I would not expect to see a meaningful increase in orders for new railcars until there is a meaningful improvement in economic growth and the overhang of existing railcars is absorbed. The average selling price of orders received improved during the first quarter due to product mix, but competitive pricing pressure remains strong.

We are encouraged, though, by the improving fundamentals in the frac sand market. The number of idle small cubed covered hoppers has dropped significantly in recent months. Stable oil prices, modest improvement in drilling activity and increased sand usage in existing wells are causing these railcars to be placed back into service much sooner than previously anticipated. As we disclosed previously, we reached agreements with several frac sand customers with orders in our backlog to defer delivery of their railcars to later dates. Those same customers have recently begun to inquire about pulling railcars forward from the backlog for earlier delivery, and we have confirmed delivery in 2017 for some of these orders. We are in the process of adjusting our production plans to accommodate these requests. At the end of the first quarter, we had 7,600 railcars in backlog for frac sand service, of which 60% are scheduled for delivery to our lease fleet.

Our order backlog for new built railcars at the end of the first quarter totaled 26,420 railcars and was valued at approximately $2.7 billion. During the first quarter, TrinityRail delivered 3,770 railcars. Based on orders received during the first quarter, the acceleration of certain frac sand deliveries, and current inquiry levels, we now anticipate full year 2017 deliveries of between 15,000 and 16,000 railcars compared to our previous delivery guidance of between 14,000 and 15,000 railcars. At the end of the first quarter, approximately 91% of the mid-point of our new delivery guidance for 2017 was filled with either sold or leased railcars.

As anticipated, significantly lower production volumes and weaker pricing contributed to a 10.6% operating margin in the first quarter compared to 18.6% last year. For the full year 2017, we now expect Rail Group revenues and operating margin of $1.7 billion and 8% respectively. For the second quarter, we anticipate operating margins to decline relative to the first quarter. Our margin guidance, year-over-year, reflects lost operating leverage due to the 45% decline in production. I am confident in the ability of our operations team to optimize our production footprint and to remain flexible to accommodate potential improvement in demand.

In summary, TrintyRail’s performance during the first quarter reflects the strength of our integrated railcar manufacturing, leasing and services business model and our operating and financial flexibility. In the current market environment, we expect to continue focusing on optimizing our production efficiency, controlling costs and maintaining high lease fleet utilization. At the same time, we are investing in the growth of our lease fleet, product development and manufacturing processes and systems to continue elevating TrinityRail’s performance.

I will now turn it over to James for his remarks.

EX-99.7

Exhibit 99.7

Trinity Industries, Inc.

Earnings Release Conference Call

Comments of James E. Perry

Senior Vice President and Chief Financial Officer

April 26, 2017

Thank you, Steve and good morning everyone.

Yesterday, we announced our results for the first quarter of 2017. For the quarter, the Company reported revenues of $877 million and earnings per share of $0.30, compared to revenues of $1.2 billion and EPS of $0.64 for the first quarter of 2016. These quarterly results were in-line with our internal expectations. As a reminder, in February, we only provided full-year guidance.

On a year-over-year basis, the decline in our results was primarily due to significant volume reductions and product mix changes in our railcar and barge manufacturing businesses. Our Railcar Leasing company and Construction Products Group reported solid results for the quarter.

During the first quarter, we added new railcars to our wholly-owned lease fleet with a value of $181 million and invested $24 million in capital expenditures across our manufacturing businesses and at the corporate level.

Our balance sheet remains very strong with a high level of liquidity. At the end of the first quarter, our cash, cash equivalents and short-term marketable securities totaled $779 million, off-setting most of the recourse debt on our balance sheet. Available committed credit capacity under our $600 million corporate revolver and our $1 billion leasing warehouse facility totaled $1.3 billion at quarter-end, net of outstandings. Combined with cash instruments, our available liquidity position was $2.1 billion at the end of the quarter.

As a reminder we have a $450MM convertible debt instrument with a put option by the debtholders in June of 2018 and that is callable by the Company thereafter. There is also a deferred tax liability associated with this debt that is payable upon the debt retirement. The amount of this tax payment is dependent on the settlement value.

We continue to maintain liquidity through our ownership of more than $2.6 billion of unencumbered leased railcars, a key asset in the current economic environment. At the end of the quarter, the loan-to-value on our wholly-owned lease fleet was 21%, low for a stand-alone leasing business. Our lease fleet gives us the financial flexibility to package unencumbered assets for sale to Railcar Investment Vehicles, sell them in the secondary market, or use them to support a secured financing.

As projected in February, we did not sell any portfolios of leased railcars during the first quarter. This had a slight impact on the year-over-year comparison, as $23 million in sales of leased railcars during the same quarter last year generated $0.03 of EPS. As Steve indicated, we expect sales of leased railcars of between $300 million and $350 million, slightly lower than our previous guidance range for the year.

During the first quarter, the IRS formally closed its audit of the Company’s 2006 through 2009 tax years, which resulted in a $5.8 million tax benefit. This equates to a one-time tax benefit to our EPS of $0.04 per share, resulting in a lower-than-normal tax rate of 29% for the first quarter.

I would like share a few comments related to Corporate expenses and our consolidated SE&A.

Our $35 million of Corporate expenses in the first quarter were within the annualized run-rate that we guided to on our last call and are in-line with our fourth quarter level. We continue to have a high level of litigation-related costs, the timing of which will vary quarter-to-quarter. In addition, we have made certain investments in our Corporate infrastructure that have increased our level of depreciation expense going forward.

Consolidated SE&A expenses increased year-over-year by 6%, primarily due to litigation-related expenses; however, SE&A for the manufacturing businesses declined year-over year as we continue to stay focused on cost reductions. The Company's overall headcount, including both production and non-production personnel, has decreased 27% since the first quarter of 2016 to align our staffing with current market conditions. We continue to invest in our businesses through research and development as well as in the infrastructure across the company which results in higher ongoing depreciation costs. These investments add to our SE&A, but we believe better prepare us for the economic recovery.

In our press release yesterday, we provided updated full year 2017 earnings guidance of $1.00 to $1.25, compared to our prior guidance of $1.00 to $1.35. I will provide detail on each of the guidance items, but at a high level, the reduction to the top end of the range reflects the adjustment we made to the anticipated volume of leased railcar sales and slight downward adjustments to guidance for our Inland Barge and Energy Equipment Groups.

In 2017, we anticipate total Company revenues, excluding sales of leased railcars, of approximately $3.5 billion.

As Steve mentioned, we increased our railcar delivery guidance and now expect our Rail Group to deliver between 15,000 and 16,000 railcars in 2017. We expect Rail Group revenues of approximately $1.7 billion during 2017 with an operating margin of 8%.

In 2017, we expect to eliminate $480 million of the Rail Group’s revenues due to sales to our leasing company. We expect to defer $62 million of operating profit from these sales, which is higher than our prior forecast due to the mix of railcars that we now anticipate adding to our lease fleet.

We project Energy Equipment Group revenues of approximately $950 million with an operating margin of 10% for the full year. The slight decline in our revenue guidance is due to weak demand for products in the oil and gas markets.

We continue to expect revenues of $520 million for our Construction Products Group with an operating margin of 14% in 2017.

For the Inland Barge Group, we now expect revenues of $175 million and an operating margin of 3% in 2017, both down substantially year-over-year due to weak market conditions. Our revised guidance reflects shifting some of the barge backlog into 2018 as Bill discussed during his comments. We had previously guided to revenues of $210 million and a margin of 4% during 2017 for this business.

We continue to expect our Leasing Group to record 2017 operating revenues, excluding sales of leased railcars, of $710 million with profit from operations of $295 million.

As I mentioned earlier, we expect to sell between $300 million and $350 million worth of leased railcars during 2017, a tighter range than the guidance we provided in February. As part of our long-term strategy, we remain focused on selling leased railcars through our RIV platform, where we retain the servicing and

customer relationships following leased railcar sales. At this time, we expect a relatively smooth cadence of leased railcar sales in each of the remaining three quarters of this year.

 Our full-year EPS guidance includes the following corporate-level assumptions:

•Corporate expenses of between $130 million and $140 million;

•A reduction of four cents per share due to the two-class method of accounting, compared to calculating Trinity’s EPS directly from the face of the income statement;

•A reduction of three cents per share due to our non-controlling interest in the partially-owned lease fleet;

•Dilution from the convertible notes of one cent per share, based on the current stock price; and

•A tax rate of approximately 36%, which includes the 29% tax rate during the first quarter and a higher than normal expected tax rate in the second quarter due to the adoption of a new accounting standard; we provided detail related to the new standard in yesterday’s press release.

In terms of investment, we expect manufacturing and corporate capital expenditures in the range of $100 million to $130 million in 2017. We anticipate adding $500 million to $600 million of leased railcars to our wholly-owned fleet. The net investment in our wholly-owned lease fleet is expected to be between $180 million and $230 million, after taking into account the proceeds from sales of leased railcars. These guidance ranges includes a modest level of opportunistic purchases of railcars in the secondary market.

As we indicated in our press release yesterday, actual results in 2017 may differ from present expectations and could be impacted by a number of factors including, among others, the “Risk Factors” and “Forward-Looking Statements” as disclosed in our 10-K.

We have historically built high cash balances and liquidity during strong markets so we can operate from a position of strength during economic downturns. Our balance sheet currently reflects this focus, and we are actively seeking ways to enhance shareholder value.

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

-- Q&A Session --