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): July 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 July 25, 2017, announcing operating results for the three and six month periods ended June 30, 2017, a copy of which is furnished as exhibit 99.1 and incorporated herein by reference. On July 26, 2017, the Registrant held a conference call and web cast with respect to its financial results for the three and six month periods ended June 30, 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 July 25, 2017 with respect to the operating results for the three and six month periods ended June 30, 2017.

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

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

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

99.5 Conference call script of July 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 July 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 July 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.
July 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 July 25, 2017 with respect to the operating results for the three and six month periods ended June 30, 2017
99.2	Conference call script of July 26, 2017 of Gail M. Peck, Vice President, Finance and Treasurer
99.3	Conference call script of July 26, 2017 of S. Theis Rice, Senior Vice President and Chief Legal Officer.
99.4	Conference call script of July 26, 2017 of Timothy R. Wallace, Chairman, Chief Executive Officer, and President.
99.5	Conference call script of July 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 July 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 July 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 Second Quarter 2017 Results

DALLAS, Texas - July 25, 2017 - Trinity Industries, Inc. (NYSE:TRN) today announced earnings results for the second quarter ended June 30, 2017, including the following highlights:

• Quarterly revenues and net income of $905.5 million and $51.1 million, respectively, compared to $1.2 billion and $94.6 million, respectively, in 2016

• Quarterly earnings per common diluted share of $0.33 compared to $0.62 per share in 2016

• Quarterly deliveries and orders totaling 4,055 and 5,705 railcars, respectively, in the Rail Group, compared to 6,065 and 2,910 railcars, respectively, in 2016

• Rail Group backlog increases to 27,580 railcars as of June 30, 2017 from 26,420 railcars as of March 31, 2017, with a value of $2.7 billion for both periods

• Company completes sales of $99.5 million of leased railcars during the quarter compared to sales of $149.1 million in 2016 with associated earnings per common diluted share of $0.11 and $0.18, respectively

• Company repurchases approximately 1.9 million shares of common stock under its share repurchase authorization during the quarter at a cost of $52.4 million

• Anticipates full year 2017 earnings per common diluted share of between $1.10 and $1.30 compared to its previous full year 2017 earnings guidance of between $1.00 and $1.25 per share

Consolidated Results

Trinity Industries, Inc. reported net income attributable to Trinity stockholders of $51.1 million, or $0.33 per common diluted share, for the second quarter ended June 30, 2017. Net income for the same quarter of 2016 was $94.6 million, or $0.62 per common diluted share. Revenues for the second quarter of 2017 totaled $905.5 million compared to revenues of $1.2 billion for the same quarter of 2016.

“Our financial results for the second quarter of 2017 came in slightly ahead of our expectations,” said Timothy R. Wallace, Trinity’s Chairman, CEO and President. “Our markets remain highly competitive as supply and demand imbalances continue to impact many of our end markets. Generally speaking, when industry-order levels reach low points we begin to see strategic purchases occurring in our businesses. During the second quarter, this occurred in our railcar manufacturing business. I am very pleased with the order level our Rail Group received. Our Leasing and Construction Products businesses generated solid results during the quarter.”

Business Group Results

In the second quarter of 2017, the Rail Group reported revenues of $465.9 million compared to revenues of $693.2 million in the second quarter of 2016. Operating profit and profit margin for the Rail Group were $37.0 million and 7.9% in the second quarter of 2017 compared to $88.8 million and 12.8% in the second quarter of 2016. The decreases in revenues and operating profit were primarily due to significantly lower railcar deliveries. The Rail Group delivered 4,055 railcars and received orders for 5,705 railcars during the second quarter of 2017 compared to 6,065 and 2,910 railcars, respectively, in the same quarter last year. The Rail Group had a backlog of $2.7 billion as of June 30, 2017, representing 27,580 railcars, compared to a backlog of $2.7 billion as of March 31, 2017, representing 26,420 railcars.

1

The Railcar Leasing and Management Services Group (“Leasing Group”) reported revenues and operating profit from leasing and management operations of $185.0 million and $85.6 million, respectively, in the second quarter of 2017, an increase of 3.6% and 14.9%, respectively, compared to the same quarter of 2016. The increases in revenues and operating profit reflect higher net additions to the lease fleet partially offset by lower average lease rates. Lower fleet maintenance and compliance expenses during the second quarter of 2017 also contributed to the increase in operating profit.

Total proceeds and operating profit from the sale of leased railcars from the lease fleet, including the sale of railcars owned for more than one year that are not included in revenue, were $99.5 million and $25.2 million, respectively, for the second quarter of 2017 compared with total proceeds and operating profit of $149.1 million and $43.2 million, respectively, in the second quarter of 2016. The decreases in proceeds and operating profit reflects a lower volume of leased railcar sales. Supplemental information for the Leasing Group is provided in the accompanying tables.

The Inland Barge Group reported revenues of $33.5 million in the second quarter of 2017 compared to revenues of $118.3 million in the second quarter of 2016. Operating profit and profit margin for this Group were $0.5 million and 1.5% in the second quarter of 2017 compared to $14.3 million and 12.1% in the second quarter of 2016.The decreases in revenues and operating profit compared to the same quarter last year were primarily due to significantly lower barge deliveries and changes in product mix. The Inland Barge Group had a backlog of $90.7 million as of June 30, 2017 compared to a backlog of $109.9 million as of March 31, 2017.

The Energy Equipment Group reported revenues of $238.5 million in the second quarter of 2017 compared to revenues of $240.6 million in the same quarter of 2016. Operating profit and profit margin for this Group were $24.3 million and 10.2% compared to $34.9 million and 14.5% in the same quarter last year. An increase in volumes in the Group's wind towers and utility structures product lines was offset by lower delivery volumes in the Group's other product lines leading to a decrease in revenues and operating profit compared to the same quarter last year. The backlog for structural wind towers as of June 30, 2017 was $0.9 billion compared to a backlog of $1.0 billion as of March 31, 2017.

The Construction Products Group reported revenues of $131.3 million in the second quarter of 2017 compared to revenues of $145.8 million in the second quarter of 2016. The decrease in revenues compared to the same quarter last year was primarily due to lower volumes in our highway products business. Operating profit and profit margin were $22.3 million and 17.0% in the second quarter of 2017 compared to $21.5 million and 14.7% in the same quarter last year. Operating profit increased compared to the same quarter last year primarily due to improved manufacturing efficiencies.

Cash and Liquidity

At June 30, 2017, the Company had cash, cash equivalents, and short-term marketable securities of $988.3 million. When combined with capacity under committed credit facilities, the Company had approximately $2.3 billion of available liquidity at the end of the second quarter.

Share Repurchase

For the second quarter and year to date, the Company repurchased 1,942,200 shares of common stock at a cost of $52.4 million leaving $163.0 million remaining under its current authorization through December 31, 2017.

Effective Tax Rate

In 2017, the Company adopted a new accounting standard which changed the accounting for certain aspects of share-based payments to employees. As a result, 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. For

2

the second quarter of 2017, the effective tax rate was 40.9% primarily related to share-based compensation compared to 35.1% in the second quarter of 2016, which excluded this impact.

Earnings Guidance for 2017

For the full year of 2017, the Company anticipates earnings per common diluted share of between $1.10 and $1.30 compared to its previous guidance of between $1.00 and $1.25 per share.

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 July 26, 2017 to discuss its second 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) 220-2972 until 11:59 p.m. Eastern on August 2, 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 June 30,
	2017			2016
Revenues	$	905.5		$	1,184.9
Operating costs:
Cost of revenues	681.9			897.7
Selling, engineering, and administrative expenses	112.8			106.7
Losses (gains) on dispositions of property:
Net gains on lease fleet sales	(23.7		)	(11.4		)
Other	(0.7		)	0.3
	770.3			993.3
Operating profit	135.2			191.6
Interest expense, net	43.4			44.3
Other, net	0.5			(4.9		)
Income before income taxes	91.3			152.2
Provision for income taxes	37.3			53.4
Net income	54.0			98.8
Net income attributable to noncontrolling interest	2.9			4.2
Net income attributable to Trinity Industries, Inc.	$	51.1		$	94.6
Net income attributable to Trinity Industries, Inc. per common share:
Basic	$	0.34		$	0.62
Diluted	$	0.33		$	0.62
Weighted average number of shares outstanding:
Basic	149.1			147.8
Diluted	151.0			147.8

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 Consolidated Income Statements

(in millions, except per share amounts)

(unaudited)

	Six Months Ended June 30,
	2017			2016
Revenues	$	1,782.8		$	2,372.8
Operating costs:
Cost of revenues	1,341.6			1,787.6
Selling, engineering, and administrative expenses	215.1			203.2
Losses (gains) on dispositions of property:
Net gains on lease fleet sales	(23.7		)	(13.5		)
Other	(2.0		)	0.5
	1,531.0			1,977.8
Operating profit	251.8			395.0
Interest expense, net	86.7			88.9
Other, net	1.3			(5.6		)
Income before income taxes	163.8			311.7
Provision for income taxes	58.1			110.8
Net income	105.7			200.9
Net income attributable to noncontrolling interest	8.6			9.1
Net income attributable to Trinity Industries, Inc.	$	97.1		$	191.8
Net income attributable to Trinity Industries, Inc. per common share:
Basic	$	0.64		$	1.25
Diluted	$	0.63		$	1.25
Weighted average number of shares outstanding:
Basic	148.9			148.7
Diluted	151.0			148.7

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.

5

Trinity Industries, Inc.

Condensed Segment Data

(in millions)

(unaudited)

	Three Months Ended June 30,
Revenues:	2017			2016
Rail Group	$	465.9		$	693.2
Construction Products Group	131.3			145.8
Inland Barge Group	33.5			118.3
Energy Equipment Group	238.5			240.6
Railcar Leasing and Management Services Group	192.1			296.6
All Other	22.7			19.7
Segment Totals before Eliminations	1,084.0			1,514.2
Eliminations - lease subsidiary	(115.9		)	(252.1		)
Eliminations - other	(62.6		)	(77.2		)
Consolidated Total	$	905.5		$	1,184.9
	Three Months Ended June 30,
Operating profit (loss):	2017			2016
Rail Group	$	37.0		$	88.8
Construction Products Group	22.3			21.5
Inland Barge Group	0.5			14.3
Energy Equipment Group	24.3			34.9
Railcar Leasing and Management Services Group	110.8			117.7
All Other	(5.7		)	(5.2		)
Segment Totals before Eliminations and Corporate Expenses	189.2			272.0
Corporate	(38.3		)	(34.7		)
Eliminations - lease subsidiary	(13.6		)	(45.9		)
Eliminations - other	(2.1		)	0.2
Consolidated Total	$	135.2		$	191.6

6

Trinity Industries, Inc.

Condensed Segment Data

(in millions)

(unaudited)

	Six Months Ended June 30,
Revenues:	2017			2016
Rail Group	$	944.2		$	1,540.1
Construction Products Group	254.4			270.7
Inland Barge Group	96.2			229.1
Energy Equipment Group	493.9			514.0
Railcar Leasing and Management Services Group	371.0			475.1
All Other	45.5			41.6
Segment Totals before Eliminations	2,205.2			3,070.6
Eliminations - lease subsidiary	(296.9		)	(535.4		)
Eliminations - other	(125.5		)	(162.4		)
Consolidated Total	$	1,782.8		$	2,372.8
	Six Months Ended June 30,
Operating profit (loss):	2017			2016
Rail Group	$	87.7		$	246.0
Construction Products Group	37.9			37.4
Inland Barge Group	6.9			26.9
Energy Equipment Group	54.1			72.3
Railcar Leasing and Management Services Group	195.8			191.9
All Other	(10.3		)	(10.3		)
Segment Totals before Eliminations and Corporate Expenses	372.1			564.2
Corporate	(73.3		)	(59.4		)
Eliminations - lease subsidiary	(42.5		)	(111.4		)
Eliminations - other	(4.5		)	1.6
Consolidated Total	$	251.8		$	395.0

7

Trinity Industries, Inc.

Leasing Group

Condensed Results of Operations (unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	($ in millions)
Revenues:
Leasing and management	$	185.0		$	178.5		$	363.9		$	349.0
Sales of railcars owned one year or less at the time of sale(1)	7.1			118.1			7.1			126.1
Total revenues	$	192.1		$	296.6		$	371.0		$	475.1
Operating profit:
Leasing and management	$	85.6		$	74.5		$	170.6		$	144.3
Railcar sales(1):
Railcars owned one year or less at the time of sale	1.5			31.8			1.5			34.1
Railcars owned more than one year at the time of sale	23.7			11.4			23.7			13.5
Total operating profit	$	110.8		$	117.7		$	195.8		$	191.9
Operating profit margin:
Leasing and management	46.3		%	41.7		%	46.9		%	41.3		%
Railcar sales	*			*			*			*
Total operating profit margin	57.7		%	39.7		%	52.8		%	40.4		%
Selected expense information(2):
Depreciation	$	43.1		$	38.7		$	85.2		$	76.1
Maintenance and compliance	$	23.9		$	31.8		$	44.4		$	63.4
Rent	$	9.9		$	9.9		$	20.0		$	19.4
Interest	$	31.3		$	31.4		$	61.9		$	63.2

	June 30, 2017		December 31, 2016
Leasing portfolio information:
Portfolio size (number of railcars):
Wholly-owned	62,570		60,440
Partially-owned	24,660		24,670
	87,230		85,110
Portfolio utilization	97.5	%	97.6	%

	Six Months Ended June 30,
	2017		2016
	(in millions)
Proceeds from sales of leased railcars:
Leasing Group:
Railcars owned one year or less at the time of sale	$	7.1	$	126.1
Railcars owned more than one year at the time of sale	92.4		37.7
Rail Group	—		8.1
	$	99.5	$	171.9

* 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.

8

Trinity Industries, Inc.

Condensed Consolidated Balance Sheets

(in millions)

(unaudited)

	June 30, 2017		December 31, 2016
Cash and cash equivalents	$	808.7	$	563.4
Short-term marketable securities	179.6		234.7
Receivables, net of allowance	351.4		378.7
Income tax receivable	182.7		102.1
Inventories	627.3		665.8
Restricted cash	194.8		178.2
Net property, plant, and equipment	6,073.2		5,966.8
Goodwill	754.7		754.1
Other assets	279.7		281.5
	$	9,452.1	$	9,125.3
Accounts payable	$	167.1	$	156.1
Accrued liabilities	412.4		426.1
Debt, net of unamortized discount of $17.9 and $27.1	3,270.0		3,056.6
Deferred income	22.0		23.5
Deferred income taxes	1,210.7		1,072.9
Other liabilities	54.4		79.0
Stockholders' equity:
Trinity Industries, Inc.	3,929.7		3,918.5
Noncontrolling interest	385.8		392.6
	4,315.5		4,311.1
	$	9,452.1	$	9,125.3

9

Trinity Industries, Inc.

Additional Balance Sheet Information

(in millions)

(unaudited)

	June 30, 2017			December 31, 2016
Property, Plant, and Equipment
Corporate/Manufacturing:
Property, plant, and equipment	$	1,976.4		$	1,936.1
Accumulated depreciation	(1,023.3		)	(974.4		)
	953.1			961.7
Leasing:
Wholly-owned subsidiaries:
Machinery and other	10.7			10.7
Equipment on lease	4,885.4			4,673.0
Accumulated depreciation	(819.0		)	(760.1		)
	4,077.1			3,923.6
Partially-owned subsidiaries:
Equipment on lease	2,311.4			2,309.4
Accumulated depreciation	(461.3		)	(429.8		)
	1,850.1			1,879.6
Deferred profit on railcars sold to the Leasing Group	(970.4		)	(948.2		)
Accumulated amortization	163.3			150.1
	(807.1		)	(798.1		)
	$	6,073.2		$	5,966.8

10

Trinity Industries, Inc.

Additional Balance Sheet Information

(in millions)

(unaudited)

	June 30, 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 $17.6 and $26.7	431.8			422.7
Other	0.6			—
	832.1			822.3
Less: unamortized debt issuance costs	(3.3		)	(3.7		)
	828.8			818.6
Leasing:
Wholly-owned subsidiaries:
Recourse:
Capital lease obligations, net of unamortized debt issuance costs of $0.1 and $0.1	30.2			32.0
	30.2			32.0
Non-recourse:
Secured railcar equipment notes	613.4			647.3
Warehouse facility	167.6			204.1
Promissory notes	301.1			—
	1,082.1			851.4
Less: unamortized debt issuance costs	(13.1		)	(11.4		)
	1,069.0			840.0
Partially-owned subsidiaries - Non-recourse:
Secured railcar equipment notes	1,356.1			1,381.0
Less: unamortized debt issuance costs	(14.1		)	(15.0		)
	1,342.0			1,366.0
	$	3,270.0		$	3,056.6

11

Trinity Industries, Inc.

Additional Balance Sheet Information

($ in millions)

(unaudited)

	June 30, 2017			December 31, 2016
Leasing Debt Summary
Total Recourse Debt	$	30.2		$	32.0
Total Non-Recourse Debt	2,411.0			2,206.0
	$	2,441.2		$	2,238.0
Total Leasing Debt
Wholly-owned subsidiaries	$	1,099.2		$	872.0
Partially-owned subsidiaries	1,342.0			1,366.0
	$	2,441.2		$	2,238.0
Equipment on Lease(1)
Wholly-owned subsidiaries	$	4,077.1		$	3,923.6
Partially-owned subsidiaries	1,850.1			1,879.6
	$	5,927.2		$	5,803.2
Total Leasing Debt as a % of Equipment on Lease
Wholly-owned subsidiaries	27.0		%	22.2		%
Partially-owned subsidiaries	72.5		%	72.7		%
Combined	41.2		%	38.6		%

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

12

Trinity Industries, Inc.

Condensed Consolidated Cash Flow Statements

(in millions)

(unaudited)

	Six Months Ended June 30,
	2017			2016
Operating activities:
Net income	$	105.7		$	200.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	146.5			139.9
Net gains on railcar lease fleet sales owned more than one year at the time of sale	(23.7		)	(13.5		)
Other	142.3			161.2
Changes in assets and liabilities:
(Increase) decrease in receivables	(52.8		)	(43.4		)
(Increase) decrease in inventories	39.6			60.5
Increase (decrease) in accounts payable and accrued liabilities	6.1			(43.4		)
Other	(27.6		)	24.2
Net cash provided by operating activities	336.1			486.4
Investing activities:
Proceeds from railcar lease fleet sales owned more than one year at the time of sale	92.4			37.7
Proceeds from dispositions of property	6.0			4.1
Capital expenditures - leasing, net of sold lease fleet railcars owned one year or less with a net cost of $5.6 and $92.0	(271.6		)	(346.0		)
Capital expenditures - manufacturing and other	(43.4		)	(79.8		)
(Increase) decrease in short-term marketable securities	55.1			(115.1		)
Acquisitions	(5.3		)	—
Other	(2.1		)	2.3
Net cash required by investing activities	(168.9		)	(496.8		)
Financing activities:
Payments to retire debt	(98.3		)	(77.6		)
Proceeds from issuance of debt	299.4			—
Shares repurchased(1)	(41.9		)	(34.7		)
Dividends paid to common shareholders	(33.5		)	(33.4		)
Purchase of shares to satisfy employee tax on vested stock	(14.0		)	(16.1		)
Distributions to noncontrolling interest	(16.9		)	(10.9		)
(Increase) decrease in restricted cash	(16.6		)	12.5
Other	(0.1		)	(1.4		)
Net cash provided (required) by financing activities	78.1			(161.6		)
Net increase (decrease) in cash and cash equivalents	245.3			(172.0		)
Cash and cash equivalents at beginning of period	563.4			786.0
Cash and cash equivalents at end of period	$	808.7		$	614.0

(1) For the six months ended June 30, 2017, excludes shares totaling $10.5 million repurchased in June 2017 and cash settled in July 2017 in accordance with normal settlement practices.

13

Trinity Industries, Inc.

Earnings per Share Calculation

(in millions, except per share amounts)

(unaudited)

Basic net income attributable to Trinity Industries, Inc. per common share is computed by dividing net income attributable to Trinity remaining after allocation to unvested restricted shares by the weighted average number of basic common shares outstanding for the period.

	Three Months Ended June 30, 2017						Three Months Ended June 30, 2016
	Income			Average Shares	EPS		Income			Average Shares	EPS
Net income attributable to Trinity Industries, Inc.	$	51.1					$	94.6
Unvested restricted share participation	(1.1		)				(2.9		)
Net income attributable to Trinity Industries, Inc. - basic	50.0			149.1	$	0.34	91.7			147.8	$	0.62
Effect of dilutive securities:
Nonparticipating unvested restricted shares and stock options	—			0.3			—			—
Convertible subordinated notes	—			1.6			—			—
Net income attributable to Trinity Industries, Inc. - diluted	$	50.0		151.0	$	0.33	$	91.7		147.8	$	0.62

	Six Months Ended June 30, 2017						Six Months Ended June 30, 2016
	Income			Average Shares	EPS		Income			Average Shares	EPS
Net income attributable to Trinity Industries, Inc.	$	97.1					$	191.8
Unvested restricted share participation	(2.3		)				(5.7		)
Net income attributable to Trinity Industries, Inc. - basic	94.8			148.9	$	0.64	186.1			148.7	$	1.25
Effect of dilutive securities:
Nonparticipating unvested restricted shares and stock options	—			0.4			—			—
Convertible subordinated notes	—			1.7			—			—
Net income attributable to Trinity Industries, Inc. - diluted	$	94.8		151.0	$	0.63	$	186.1		148.7	$	1.25

14

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 June 30,
	2017		2016
Net income	$	54.0	$	98.8
Add:
Interest expense	45.7		45.6
Provision for income taxes	37.3		53.4
Depreciation and amortization expense	73.7		70.5
Earnings before interest expense, income taxes, and depreciation and amortization expense	$	210.7	$	268.3

	Six Months Ended June 30,
	2017		2016
Net income	$	105.7	$	200.9
Add:
Interest expense	90.7		91.4
Provision for income taxes	58.1		110.8
Depreciation and amortization expense	146.5		139.9
Earnings before interest expense, income taxes, and depreciation and amortization expense	$	401.0	$	543.0

- END -

15

EX-99.2

Exhibit 99.2

Trinity Industries, Inc.

Earnings Release Conference Call

Comments of Gail M. Peck

Vice President, Finance and Treasurer

July 26, 2017

Thank you, David. Good morning everyone. Welcome to the Trinity Industries’ second 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 August 2, 2017. The access number is (402) 220-2972. 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

July 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.

Following briefing in the case, oral argument occurred on December 7, 2016. Pursuant to the Federal Rules of Appellate Procedure, the parties have filed additional materials for the Court’s consideration. The Court has not yet issued a ruling in this case.

Trinity Industries and Trinity Highway Products have also been named in a number of other suits involving highway products. We continue to vigorously defend our Company and our products in these suits.

For a more detailed review of this litigation, please see Note 18 to the financial statements in Trinity’s Form 10-Q for the period ended June 30, 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

July 26, 2017

Thank you Theis and good morning everyone.

Trinity’s 2^nd quarter financial results came in slightly ahead of our expectations. Generally speaking, when industry order levels reach low points, we begin to see strategic purchases occurring in our businesses. During the 2^nd quarter, this occurred in our railcar manufacturing business. I am pleased with the order level our Rail Group received in what remains a highly competitive market.

I continue to be impressed with the way our businesses are adjusting to changes in demand. They are highly flexible and quick to respond when opportunities surface. Our employees are doing a good job confronting the challenges associated with the complexities of today’s business environment.

Uncertainties associated with the U.S. economy and the political landscape continue to impact demand for the majority of our products. A mixture of uncertainty and optimism persists in many of the end markets our businesses serve. Our customers appear optimistic regarding the potential opportunities that could surface if a major infrastructure spending program is approved by Congress.

During the 2^nd quarter, our railcar leasing business generated strong earnings from their leasing operations. In addition, they sold approximately $100 million dollars of leased railcars through our railcar investment platform. We expect to grow our owned and managed lease fleet this year, and we are optimistic with respect to selling additional portfolios of leased railcars to investors that participate in our railcar investment platform.

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. Trinity remains well-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

July 26, 2017

Thank you Tim and good morning everyone.     

During the second quarter, the financial performance of the Energy Equipment Group reflected mixed demand conditions for the end markets we serve. For the quarter, revenues were in-line with last year. Higher volumes in our wind towers and utility structures businesses were offset by weak demand in our businesses that serve the oil and gas markets. The decline in second quarter operating profit compared to last year reflects the softness in the oil and gas end markets.

At the end of the second quarter, our wind tower backlog totaled $945 million, providing stable production visibility through 2019. Included in the guidance James will provide, is a planned reduction in 4^th quarter deliveries as our customers reduce year-end inventory. We remain encouraged about the demand outlook for new wind farm installations during the next few years given the production tax credit and improvements in wind turbine technology.

During the second quarter, we continued to see improved visibility and increased demand levels for utility structures.

The second quarter results for our Inland Barge Group reflect significant volume reductions on a year-over-year basis as weak market conditions persist. For the quarter, the Group reported revenues of $33.5 million and a slightly better than break-even operating profit. Overcapacity and declines in freight movements that transport goods along the inland waterways continue to create significant headwinds.

We received orders for new barges totaling $14 million during the second quarter, bringing the backlog to $91 million. The backlog is divided between the back-half of 2017 and 2018.

I am pleased with the efforts our team is making to reduce costs while meeting the needs of our customers. Our plants are positioned to respond to future changes in demand.

The Construction Products Group reported solid results for the quarter. Revenues were down compared to the same quarter last year on lower volumes in our highway products business, while operating profit increased to $22.3 million. The Group reported a 17.0% operating margin compared to 14.7% last year on the strength of our construction aggregates business and improved efficiencies within our highway products business. The Group continues to be on track for another strong year in 2017 as demand for infrastructure-related work remains a positive catalyst for our end markets.

We continue to be pleased with the performance of our construction aggregates business. During the second quarter, we acquired the assets of a small lightweight aggregates business that expands our geographic presence.

Following quarter end, we completed a $42 million acquisition of the assets of Efficiency Production, a trench shoring business. As a reminder, Trinity entered the shoring business in late 2012 with a similar-sized acquisition. Trench shoring is steel or aluminum equipment used in the underground construction industry, with applications for water, sewer, utility, and pipeline construction, among others. Our original trench shoring acquisition is providing nice returns and is performing well. The shoring business is well aligned with our focus on infrastructure end markets.

In closing, our businesses are responding effectively to mixed demand conditions in their various end markets. We maintain a positive outlook regarding long-term North American infrastructure needs.

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

July 26, 2017

Thank you, Bill, good morning!

TrinityRail’s performance for the second quarter came in slightly ahead of our expectations. The Leasing Group continued to deliver solid financial results, maintaining high lease fleet utilization while continuing to grow the lease fleet. During the quarter, operating profit from Leasing operations increased by 15% year-over-year, and the Group executed $100 million of leased railcar sales to institutional investors through our Railcar Investment Vehicle or “RIV” platform. Our owned, partially owned and managed lease fleet has grown to more than 106,700 railcars, providing a solid level of earnings stability as we continue to operate in a highly competitive railcar market. Our Rail Group delivered 4,055 railcars during the quarter showing an 8% improvement sequentially. Our operations team has positioned us well for further production increases in the second half of 2017.

We are encouraged by the improvement in railcar industry fundamentals. Year-to-date rail traffic continued an upward trajectory while train velocity declined, and the surplus of idle railcars, while still high, is lower than peak levels experienced last year. Second quarter industry orders for new railcars totaled more than 17,600, and represented a significant strengthening from the levels reported by the industry during the last two years, including the very weak level experienced in the first quarter of this year. While the healthy level of industry orders and order inquiry activity during the second quarter is positive, a sustained level of improvement is required before declaring a market recovery. Order inquiries thus far in the third quarter have been consistent with the second quarter. Our customers continue to express optimism concerning the direction of the economy, while being very deliberate in making capital equipment decisions. We are cautiously optimistic about trending market fundamentals.

The Rail Group received orders for 5,705 railcars in the second quarter, representing a diverse mix of railcars serving various end-markets. These orders support both fleet replacement and business growth. Nearly 90% of the orders received during the quarter are for our leasing company. I am particularly pleased with TrintyRail’s ability to originate large leasing transactions, with strong counterparties and long lease terms to secure new lease orders during the quarter. This underscores the capability of our integrated rail manufacturing, leasing, and services business model and the growing scale of our RIV platform.

Our order backlog for new built railcars at the end of the second quarter increased to 27,580 with a value of approximately $2.7 billion. Based on orders received during the second quarter, the acceleration of certain frac sand deliveries, and current inquiry levels, we now anticipate full year 2017 deliveries of approximately 18,000 railcars compared to our previous guidance of between 15,000 and 16,000 railcars. The increase in production should result in improved production margins in the second half of 2017 compared to the second quarter. At the end of the second quarter, more than 90% of our expected remaining 2017 production is filled with either sold or leased railcars. If order levels continue to improve, we still have the ability to increase our production rate to meet demand for 2017 deliveries. At the end of the second quarter, planned 2018 deliveries account for approximately 40% of our backlog with the remainder scheduled through 2021. The visibility provided by our production backlog is highly beneficial and significantly better than we have experienced in previous cycles.

I am pleased with the Leasing Group’s operating performance during the second quarter. On a year-over-year basis, leasing and management services revenues and profit from operations increased 4% and 15%,

respectively, on high fleet utilization, disciplined cost control and net new fleet additions, partially offset by lower average lease rates. During the quarter, we added 1,300 leased railcars to our fleet. This included a small secondary market acquisition.

We continue to see strong interest from institutional investors to participate in our RIV platform and anticipate full-year leased railcar sales of between $300 and $350 million, unchanged from our previous guidance. At this time, we expect the cadence of quarterly leased railcars sales to be relatively even during the back-half of the year.

Lease fleet utilization in the second quarter increased year-over-year to 97.5%, and remains in-line with the most recent two quarters. We continue to focus on maintaining high lease fleet utilization while growing the fleet. The lease pricing environment remains highly competitive, however, we see lease renewal rates firming at existing pricing levels. 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 second quarter, our committed leased railcar backlog stood at 11,440 railcars with a value of approximately $990 million.

Lease fleet maintenance and compliance costs, while up 16% compared with the first quarter, decreased 25% year-over year. As we mentioned on the previous call, maintenance and compliance costs are expected to increase during the second half of the year as we perform services to remarket railcars and complete more regulatory compliance work.

Our team is currently performing HM-251 tank car modifications at our maintenance services centers while also providing regulatory compliance services for an increasing portion of our owned and managed lease fleets. I am pleased with the operating improvements and flexibility of our expanded maintenance services capabilities. Our investment in maintenance services capabilities has positioned us to serve the HM-251 tank car modification needs of our lease fleet and key customers as well as the long term regulatory compliance requirements of our growing fleet. We saw an increase during the second quarter in inquiries and orders for HM-251 tank car modifications by third-parties. This pattern has continued into the third quarter. We are working with our leasing customers and large fleet owners to schedule HM-251 modifications as regulatory deadlines draw closer.

In summary, I continue to be pleased with TrintyRail’s financial results within a highly competitive railcar market. In the current market environment, we expect to continue to focus on optimizing our production efficiency, controlling costs and maintaining high lease fleet utilization while still growing our owned and managed lease fleet. Our second quarter performance reflects the strength and breadth of our integrated manufacturing, leasing and services business model; from our ability to maintain an industry-leading backlog and originate large leasing transactions for new railcars to our relationships with institutional investors and customers seeking railcar maintenance services.

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

July 26, 2017

Thank you, Steve and good morning everyone.

Yesterday, we announced our results for the second quarter of 2017. For the quarter, the Company reported revenues of $906 million and earnings per share of $0.33, compared to revenues of $1.2 billion and EPS of $0.62 for the second quarter of 2016.

During the second quarter, we repurchased over 1.9 million shares of our common stock in the open market for $52 million, leaving $163 million remaining under our current share repurchase authorization. We also announced an 18% increase in our quarterly dividend, from 11 cents per share to 13 cents per share. Since 2012, we have returned approximately $675 million to shareholders through our share repurchases and dividends.

During the second quarter, we added railcars to our wholly-owned lease fleet with a value of $124 million and invested $19 million in capital expenditures across our manufacturing businesses and at the corporate level.

As Bill mentioned, we recently made two complimentary acquisitions in our Construction Products Group, including a small lightweight aggregates business in the second quarter and a trench shoring business early in the third quarter.

During the second quarter, we sold a portfolio of $100 million of leased railcars through our Railcar Investment Vehicle platform. As Steve indicated, we continue to expect total sales of leased railcars of between $300 million and $350 million during 2017.

In May, we issued approximately $300 million of non-recourse secured bank term notes in our leasing company. We were pleased to achieve an attractive interest rate and terms for this debt. This will support the higher level of railcar leasing capex in 2017 than our prior guidance, due to the increased railcar delivery guidance.

Our balance sheet remains very strong. At the end of the second quarter, our cash, cash equivalents and short-term marketable securities totaled $988 million, more than off-setting the recourse debt on our balance sheet. Combined with our available credit facilities, our available committed liquidity position was approximately $2.3 billion at the end of the quarter.

Consolidated SE&A expenses for the second quarter increased year-over-year by 6%, for a number of reasons, led by bad debt expense - primarily related to one customer in our Energy Equipment Group - and increased insurance and litigation-related costs. These increases were partially offset by a reduction in compensation expenses.

We are also investing in our businesses through research and development, as well as upgrading infrastructure across the company. We are implementing a number of necessary technology upgrades that will position us well when production volumes increase. We have found in past cycles that downturns are a good time in our businesses to implement these upgrades. These investments add to our SE&A, but we believe better prepare us for long term growth.

In our press release yesterday, we provided updated full year 2017 earnings guidance of $1.10 to $1.30, compared to our prior guidance of $1.00 to $1.25. The increase to guidance reflects second quarter results and better visibility that we now have with respect to the remaining six months of the year.

In 2017, we continue to 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 approximately 18,000 railcars in 2017. The majority of the increase in our delivery guidance reflects railcars that are expected to be delivered to our Leasing Company. We now expect Rail Group revenues of approximately $2 billion during 2017 with an operating margin of 9.5%, an improvement from our previous guidance of 8.0%.

In 2017, at the consolidated company level, we now expect to eliminate $690 million of the Rail Group’s revenues due to sales to our leasing company and to defer $90 million of operating profit from these sales. Both of these figures are higher than previously projected due to the volume and mix of railcars that we now anticipate adding to our lease fleet. As a reminder, these revenue eliminations and profit deferrals result from the accounting treatment of sales from our railcar manufacturing company to our railcar leasing company.

We anticipate Energy Equipment Group revenues of $950 million, with an operating margin of 10% for the full year. As Bill mentioned, we expect deliveries in our wind towers business to be lower in the fourth quarter as customers make planned reductions in year-end inventories. As a result, we expect the Group’s fourth quarter revenues and operating margin to step down relative to the annual pace.

We expect revenues of $510 million for our Construction Products Group, down slightly from our prior forecast, but maintain expectations of an operating margin of 14% in 2017.

For the Inland Barge Group, we now expect revenues of $155 million and an operating margin of 1.5% in 2017, both down year-over-year due to weak market conditions. We had previously guided to revenues of $175 million and a margin of 3% during 2017 for this business. The new guidance implies an operating loss in this Group for the back half of the year.

We now anticipate our Leasing Group to record 2017 leasing and management revenues of $720 million with operating profit of $310 million, both an improvement from the guidance we provided in April. These figures exclude sales of leased railcars.

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

•Corporate expenses of between $135 million and $145 million;

•A reduction of 3 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 6 cents per share due to our non-controlling interest in the partially-owned lease fleet;

•Dilution from the convertible notes of 2 cents 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 the 41% higher-than normal tax rate in the second quarter due to the adoption of a new accounting standard. We expect a back-half 2017 tax rate of approximately 37%.

In terms of investment, we expect manufacturing and corporate capital expenditures in the range of $90 million to $110 million in 2017. We anticipate adding approximately $740 million of leased railcars to our wholly-owned fleet, which includes new additions as well as a modest level of secondary market purchases. The net investment in our wholly-owned lease fleet, after netting the proceeds from expected sales of leased railcars and deferred profit from new additions, is expected to be between $315 million and $365 million.

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” disclosed in our 10-K.

We remain focused on long-term value creation, and we continue to maintain a balanced approach to capital allocation. Our activity over the last few months, including share repurchases and a dividend increase, “bolt-on” acquisitions, and lease fleet investment are good examples of our balanced approach.

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

-- Q&A Session --