8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): October 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 October 25, 2017, announcing operating results for the three and nine month periods ended September 30, 2017, a copy of which is furnished as exhibit 99.1 and incorporated herein by reference. On October 26, 2017, the Registrant held a conference call and web cast with respect to its financial results for the three and nine month periods ended September 30, 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 October 25, 2017 with respect to the operating results for the three and nine month periods ended September 30, 2017.

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

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

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

99.5 Conference call script of October 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 October 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 October 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.
October 26, 2017	By:	/s/ James E. Perry
		Name: James E. Perry
		Title: Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

Trinity Industries, Inc. Announces Third Quarter 2017 Results

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

• Quarterly revenues and net income of $973.6 million and $66.9 million, respectively, compared to $1.1 billion and $84.2 million, respectively, in 2016

• Quarterly earnings per common diluted share of $0.43 compared to $0.55 per share in 2016

• Quarterly deliveries and orders totaling 4,420 and 3,045 railcars, respectively, in the Rail Group, compared to 6,595 and 1,260 railcars, respectively, in 2016

• Company completes sales of $154.5 million of leased railcars during the quarter with associated earnings per common diluted share of $0.15 compared to no sales in 2016

• Increases full year 2017 earnings per common diluted share guidance to between $1.41 and $1.51 compared to its previous full year 2017 earnings guidance of between $1.10 and $1.30 per share

• Provides initial full year 2018 earnings guidance of between $0.90 and $1.25 per common diluted share

• U.S. Fifth Circuit Court of Appeals panel rules unanimously the Company did not violate the False Claims Act, reversing the District Court's $682.4 million judgment and rendering judgment in favor of the Company

Consolidated Results

Trinity Industries, Inc. reported net income attributable to Trinity stockholders of $66.9 million, or $0.43 per common diluted share, for the third quarter ended September 30, 2017. Net income for the same quarter of 2016 was $84.2 million, or $0.55 per common diluted share. Revenues for the third quarter of 2017 totaled $973.6 million compared to revenues of $1.1 billion for the same quarter of 2016.

“Our financial results for the third quarter were better than we expected, primarily due to the performance of our railcar leasing business,” said Timothy R. Wallace, Trinity’s Chairman, CEO and President. “Profit for the railcar leasing business increased 50% year-over-year, resulting from solid operating results and a significant volume of leased railcar sales. In general, the market environment for many of our businesses remains highly challenging.”

Mr. Wallace continued, “On September 29^th, the United States Court of Appeals for the Fifth Circuit ruled favorably in the Company’s federal False Claims Act litigation, issuing a unanimous opinion. The ruling is a reflection on Trinity’s strong character, our confidence in our products and business practices, and, most importantly, the quality of our people.”

Business Group Results

In the third quarter of 2017, the Rail Group reported revenues of $492.4 million compared to revenues of $720.8 million in the third quarter of 2016. Operating profit and profit margin for the Rail Group were $50.6 million and 10.3% in the third quarter of 2017 compared to $103.6 million and 14.4% in the third quarter of 2016. The decreases in revenues and operating profit were primarily due to significantly lower railcar deliveries. The Rail Group delivered 4,420 railcars and received orders for 3,045 railcars during the third quarter of 2017 compared to 6,595 and 1,260 railcars, respectively, in the same quarter last year. The Rail

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Group had a backlog of $2.4 billion as of September 30, 2017, representing 25,555 railcars, compared to a backlog of $2.7 billion as of June 30, 2017, representing 27,580 railcars. The ending backlog figures for the three and nine months endedSeptember 30, 2017 reflect the removal of 650 railcars and 1,140 railcars, respectively, that have not been netted against orders. The adjustment for the three months endedSeptember 30, 2017 resulted from an order termination negotiated and agreed to with a customer in October 2017. The Company will receive compensation for the termination upon finalization of documents and expects to record a cancellation fee during the fourth quarter of 2017.

The Railcar Leasing and Management Services Group (“Leasing Group”) reported revenues and operating profit of $275.1 million and $120.6 million, respectively, in the third quarter of 2017, an increase of 58.4% and 49.8%, respectively, compared to the same quarter of 2016. The increases in revenues and operating profit reflect higher leased railcar sales and asset management advisory fees. The increase in operating profit was partially offset by an increase in fleet maintenance and compliance expenses.

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 $154.5 million and $34.4 million, respectively, for the third quarter of 2017 compared with no sales in the third quarter of 2016. Supplemental information for the Leasing Group is provided in the accompanying tables.

The Inland Barge Group reported revenues of $28.1 million in the third quarter of 2017 compared to revenues of $98.9 million in the third quarter of 2016. Operating loss for this Group was $0.7 million in the third quarter of 2017 compared to a profit of $11.7 million in the third 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. The Inland Barge Group received orders of $63.4 million during the quarter and, as of September 30, 2017, had a backlog of $126.0 million compared to a backlog of $90.7 million as of June 30, 2017.

The Energy Equipment Group reported revenues of $246.2 million in the third quarter of 2017 compared to revenues of $241.7 million in the same quarter of 2016. Operating profit and profit margin for this Group were $26.3 million and 10.7% compared to $31.2 million and 12.9% in the same quarter last year. An increase in volumes in the Group's wind towers and utility structures product lines was partially offset by lower delivery volumes in the Group's other product lines, primarily storage and distribution containers and tank heads product lines. The backlog for structural wind towers as of September 30, 2017 was $847.3 million compared to a backlog of $945.4 million as of June 30, 2017.

The Construction Products Group reported revenues of $131.9 million in the third quarter of 2017 compared to revenues of $139.8 million in the third quarter of 2016. Operating profit and profit margin were $16.9 million and 12.8% in the third quarter of 2017 compared to $23.8 million and 17.0% 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 volumes in our highway products and construction aggregates businesses, partially offset by higher volumes in the Group's other product lines due to the acquisition of a trench shoring business during the quarter. In addition, in August 2017, one of the Company's highway products plants experienced an equipment failure that reduced operating profit by approximately $2.0 million.

Cash and Liquidity

At September 30, 2017, the Company had cash, cash equivalents, and short-term marketable securities of $1.0 billion. When combined with capacity under committed credit facilities, the Company had approximately $2.4 billion of available liquidity at the end of the third quarter.

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Share Repurchase

Year to date through September 30, 2017, 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. There were no share repurchases during the third quarter of 2017.

Highway Products Litigation

On September 29, 2017, a panel of the United States Court of Appeals for the Fifth Circuit ("Fifth Circuit") unanimously ruled that the Company did not violate the federal False Claims Act, reversing a June 9, 2015 $682.4 million judgment (the "Judgment") entered against Trinity Industries, Inc. and Trinity Highway Products, LLC and rendering judgment in favor of the Company. The Judgment was entered against the Company following an October 2014 jury trial in United States District Court for the Eastern District of Texas, Marshall Division. The Company is monitoring any additional appellate steps that may be taken by plaintiff in this matter.

Earnings Guidance

Fourth Quarter 2017

For the fourth quarter of 2017, the Company anticipates earnings of between $0.35 and $0.45 per common diluted share. This results in full year 2017 earnings guidance of between $1.41 and $1.51 per share compared to its previous guidance of between $1.10 and $1.30 per share. The Company's earnings guidance compares to fourth quarter and full year 2016 earnings per common diluted share of $0.44 and $2.25, respectively.

The Company's fourth quarter and full year 2017 guidance includes approximately $0.07 per share of compensation related to the removal of 650 tank railcars from backlog as discussed in the Business Group Results. The full year 2017 guidance also includes revised expectations for sales of leased railcars to between $425 million and $475 million compared to the Company's previous guidance of between $300 million and $350 million.

Full Year 2018

For the full year 2018, the Company anticipates earnings of between $0.90 and $1.25 per common diluted share.

At this time, the Rail Group expects full year 2018 deliveries of approximately 20,000 railcars, of which approximately 65% was in backlog at the end of the third quarter, compared to expected deliveries of 18,000 railcars in 2017.

The Company's earnings guidance for 2018 also includes expected sales of leased railcars of between $250 million and $350 million.

Actual results in 2017 and 2018 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 October 26, 2017 to discuss its third quarter results. To listen to the call, please visit the Investor Relations section of the Trinity Industries website, www.trin.net and select the Conference Calls menu link. An audio replay may be accessed through the Company’s website or by dialing (402) 220-1388 until 11:59 p.m. Eastern on November 2, 2017.

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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 -

4

Trinity Industries, Inc.

Condensed Consolidated Income Statements

(in millions, except per share amounts)

(unaudited)

	Three Months Ended September 30,
	2017			2016
Revenues	$	973.6		$	1,111.7
Operating costs:
Cost of revenues	722.2			827.3
Selling, engineering, and administrative expenses	114.5			102.3
Losses (gains) on dispositions of property:
Net gains on lease fleet sales	(16.5		)	—
Other	0.4			(1.5		)
	820.6			928.1
Operating profit	153.0			183.6
Interest expense, net	43.7			43.9
Other, net	1.7			0.2
Income before income taxes	107.6			139.5
Provision for income taxes	39.7			49.9
Net income	67.9			89.6
Net income attributable to noncontrolling interest	1.0			5.4
Net income attributable to Trinity Industries, Inc.	$	66.9		$	84.2
Net income attributable to Trinity Industries, Inc. per common share:
Basic	$	0.44		$	0.55
Diluted	$	0.43		$	0.55
Weighted average number of shares outstanding:
Basic	148.0			148.7
Diluted	151.3			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 Consolidated Income Statements

(in millions, except per share amounts)

(unaudited)

	Nine Months Ended September 30,
	2017			2016
Revenues	$	2,756.4		$	3,484.5
Operating costs:
Cost of revenues	2,063.8			2,614.9
Selling, engineering, and administrative expenses	329.6			305.5
Losses (gains) on dispositions of property:
Net gains on lease fleet sales	(40.2		)	(13.5		)
Other	(1.6		)	(1.0		)
	2,351.6			2,905.9
Operating profit	404.8			578.6
Interest expense, net	130.4			132.8
Other, net	3.0			(5.4		)
Income before income taxes	271.4			451.2
Provision for income taxes	97.8			160.7
Net income	173.6			290.5
Net income attributable to noncontrolling interest	9.6			14.5
Net income attributable to Trinity Industries, Inc.	$	164.0		$	276.0
Net income attributable to Trinity Industries, Inc. per common share:
Basic	$	1.08		$	1.81
Diluted	$	1.06		$	1.81
Weighted average number of shares outstanding:
Basic	148.6			148.3
Diluted	151.1			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.

6

Trinity Industries, Inc.

Condensed Segment Data

(in millions)

(unaudited)

	Three Months Ended September 30,
Revenues:	2017			2016
Rail Group	$	492.4		$	720.8
Construction Products Group	131.9			139.8
Inland Barge Group	28.1			98.9
Energy Equipment Group	246.2			241.7
Railcar Leasing and Management Services Group	275.1			173.7
All Other	25.7			26.7
Segment Totals before Eliminations	1,199.4			1,401.6
Eliminations - lease subsidiary	(160.5		)	(206.7		)
Eliminations - other	(65.3		)	(83.2		)
Consolidated Total	$	973.6		$	1,111.7
	Three Months Ended September 30,
Operating profit (loss):	2017			2016
Rail Group	$	50.6		$	103.6
Construction Products Group	16.9			23.8
Inland Barge Group	(0.7		)	11.7
Energy Equipment Group	26.3			31.2
Railcar Leasing and Management Services Group	120.6			80.5
All Other	(4.7		)	(3.5		)
Segment Totals before Eliminations and Corporate Expenses	209.0			247.3
Corporate	(41.5		)	(35.6		)
Eliminations - lease subsidiary	(13.6		)	(27.7		)
Eliminations - other	(0.9		)	(0.4		)
Consolidated Total	$	153.0		$	183.6

7

Trinity Industries, Inc.

Condensed Segment Data

(in millions)

(unaudited)

	Nine Months Ended September 30,
Revenues:	2017			2016
Rail Group	$	1,436.6		$	2,260.9
Construction Products Group	386.3			410.5
Inland Barge Group	124.3			328.0
Energy Equipment Group	740.1			755.7
Railcar Leasing and Management Services Group	646.1			648.8
All Other	71.2			68.3
Segment Totals before Eliminations	3,404.6			4,472.2
Eliminations - lease subsidiary	(457.4		)	(742.1		)
Eliminations - other	(190.8		)	(245.6		)
Consolidated Total	$	2,756.4		$	3,484.5
	Nine Months Ended September 30,
Operating profit (loss):	2017			2016
Rail Group	$	138.3		$	349.6
Construction Products Group	54.8			61.2
Inland Barge Group	6.2			38.6
Energy Equipment Group	80.4			103.5
Railcar Leasing and Management Services Group	316.4			272.4
All Other	(15.0		)	(13.8		)
Segment Totals before Eliminations and Corporate Expenses	581.1			811.5
Corporate	(114.8		)	(95.0		)
Eliminations - lease subsidiary	(56.1		)	(139.1		)
Eliminations - other	(5.4		)	1.2
Consolidated Total	$	404.8		$	578.6

8

Trinity Industries, Inc.

Leasing Group

Condensed Results of Operations (unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
	($ in millions)
Revenues:
Leasing and management	$	188.5		$	173.7		$	552.4		$	522.7
Sales of railcars owned one year or less at the time of sale(1)	86.6			—			93.7			126.1
Total revenues	$	275.1		$	173.7		$	646.1		$	648.8
Operating profit:
Leasing and management	$	86.2		$	80.5		$	256.8		$	224.8
Railcar sales(1):
Railcars owned one year or less at the time of sale	17.9			—			19.4			34.1
Railcars owned more than one year at the time of sale	16.5			—			40.2			13.5
Total operating profit	$	120.6		$	80.5		$	316.4		$	272.4
Operating profit margin:
Leasing and management	45.7		%	46.3		%	46.5		%	43.0		%
Railcar sales	*			*			*			*
Total operating profit margin	43.8		%	46.3		%	49.0		%	42.0		%
Selected expense information(2):
Depreciation	$	43.3		$	39.4		$	128.5		$	115.5
Maintenance and compliance	$	25.0		$	21.3		$	69.4		$	84.7
Rent	$	10.0		$	9.9		$	30.0		$	29.3
Interest	$	32.1		$	31.2		$	94.0		$	94.4

	September 30, 2017		December 31, 2016
Leasing portfolio information:
Portfolio size (number of railcars):
Wholly-owned	62,910		60,440
Partially-owned	24,680		24,670
	87,590		85,110
Managed	20,830		18,730
	108,420		103,840
Portfolio utilization (owned railcars)	97.3	%	97.6	%

	Nine Months Ended September 30,
	2017		2016
	(in millions)
Proceeds from sales of leased railcars:
Leasing Group:
Railcars owned one year or less at the time of sale	$	93.7	$	126.1
Railcars owned more than one year at the time of sale	160.3		37.7
Rail Group	—		8.1
	$	254.0	$	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.

9

Trinity Industries, Inc.

Condensed Consolidated Balance Sheets

(in millions)

(unaudited)

	September 30, 2017		December 31, 2016
Cash and cash equivalents	$	874.7	$	563.4
Short-term marketable securities	150.0		234.7
Receivables, net of allowance	399.1		378.7
Income tax receivable	181.2		102.1
Inventories	661.8		665.8
Restricted cash	176.3		178.2
Net property, plant, and equipment	6,070.1		5,966.8
Goodwill	770.2		754.1
Other assets	281.5		281.5
	$	9,564.9	$	9,125.3
Accounts payable	$	194.5	$	156.1
Accrued liabilities	418.2		426.1
Debt, net of unamortized discount of $13.2 and $27.1	3,276.4		3,056.6
Deferred income	21.3		23.5
Deferred income taxes	1,247.4		1,072.9
Other liabilities	57.0		79.0
Stockholders' equity:
Trinity Industries, Inc.	3,987.9		3,918.5
Noncontrolling interest	362.2		392.6
	4,350.1		4,311.1
	$	9,564.9	$	9,125.3

10

Trinity Industries, Inc.

Additional Balance Sheet Information

(in millions)

(unaudited)

	September 30, 2017			December 31, 2016
Property, Plant, and Equipment
Corporate/Manufacturing:
Property, plant, and equipment	$	2,003.8		$	1,936.1
Accumulated depreciation	(1,048.1		)	(974.4		)
	955.7			961.7
Leasing:
Wholly-owned subsidiaries:
Machinery and other	10.7			10.7
Equipment on lease	4,912.3			4,673.0
Accumulated depreciation	(849.5		)	(760.1		)
	4,073.5			3,923.6
Partially-owned subsidiaries:
Equipment on lease	2,313.5			2,309.4
Accumulated depreciation	(477.0		)	(429.8		)
	1,836.5			1,879.6
Deferred profit on railcars sold to the Leasing Group	(965.5		)	(948.2		)
Accumulated amortization	169.9			150.1
	(795.6		)	(798.1		)
	$	6,070.1		$	5,966.8

11

Trinity Industries, Inc.

Additional Balance Sheet Information

(in millions)

(unaudited)

	September 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 $12.9 and $26.7	436.5			422.7
Other	0.5			—
	836.7			822.3
Less: unamortized debt issuance costs	(3.1		)	(3.7		)
	833.6			818.6
Leasing:
Wholly-owned subsidiaries:
Recourse:
Capital lease obligations, net of unamortized debt issuance costs of $0.1 and $0.1	29.3			32.0
	29.3			32.0
Non-recourse:
Secured railcar equipment notes	602.0			647.3
Warehouse facility	166.7			204.1
Promissory notes	297.4			—
	1,066.1			851.4
Less: unamortized debt issuance costs	(12.0		)	(11.4		)
	1,054.1			840.0
Partially-owned subsidiaries - Non-recourse:
Secured railcar equipment notes	1,374.4			1,381.0
Less: unamortized debt issuance costs	(15.0		)	(15.0		)
	1,359.4			1,366.0
	$	3,276.4		$	3,056.6

12

Trinity Industries, Inc.

Additional Balance Sheet Information

($ in millions)

(unaudited)

	September 30, 2017			December 31, 2016
Leasing Debt Summary
Total Recourse Debt	$	29.3		$	32.0
Total Non-Recourse Debt	2,413.5			2,206.0
	$	2,442.8		$	2,238.0
Total Leasing Debt
Wholly-owned subsidiaries	$	1,083.4		$	872.0
Partially-owned subsidiaries	1,359.4			1,366.0
	$	2,442.8		$	2,238.0
Equipment on Lease(1)
Wholly-owned subsidiaries	$	4,073.5		$	3,923.6
Partially-owned subsidiaries	1,836.5			1,879.6
	$	5,910.0		$	5,803.2
Total Leasing Debt as a % of Equipment on Lease
Wholly-owned subsidiaries	26.6		%	22.2		%
Partially-owned subsidiaries	74.0		%	72.7		%
Combined	41.3		%	38.6		%

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

13

Trinity Industries, Inc.

Condensed Consolidated Cash Flow Statements

(in millions)

(unaudited)

	Nine Months Ended September 30,
	2017			2016
Operating activities:
Net income	$	173.6		$	290.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	220.7			210.6
Net gains on railcar lease fleet sales owned more than one year at the time of sale	(40.2		)	(13.5		)
Other	196.0			207.7
Changes in assets and liabilities:
(Increase) decrease in receivables	(94.3		)	37.7
(Increase) decrease in inventories	10.6			73.5
Increase (decrease) in accounts payable and accrued liabilities	50.9			(32.2		)
Other	(29.1		)	17.8
Net cash provided by operating activities	488.2			792.1
Investing activities:
Proceeds from railcar lease fleet sales owned more than one year at the time of sale	160.3			37.7
Proceeds from dispositions of property	8.1			8.9
Capital expenditures - leasing, net of sold lease fleet railcars owned one year or less with a net cost of $74.3 and $92.0	(360.4		)	(555.2		)
Capital expenditures - manufacturing and other	(61.9		)	(101.1		)
(Increase) decrease in short-term marketable securities	84.7			(199.8		)
Acquisitions	(47.5		)	—
Other	(0.3		)	4.0
Net cash required by investing activities	(217.0		)	(805.5		)
Financing activities:
Payments to retire debt	(334.9		)	(106.0		)
Proceeds from issuance of debt	534.1			—
Shares repurchased	(52.4		)	(34.7		)
Dividends paid to common shareholders	(53.0		)	(50.0		)
Purchase of shares to satisfy employee tax on vested stock	(14.1		)	(16.4		)
Distributions to noncontrolling interest	(41.4		)	(18.4		)
(Increase) decrease in restricted cash	1.9			11.9
Other	(0.1		)	(1.2		)
Net cash provided (required) by financing activities	40.1			(214.8		)
Net increase (decrease) in cash and cash equivalents	311.3			(228.2		)
Cash and cash equivalents at beginning of period	563.4			786.0
Cash and cash equivalents at end of period	$	874.7		$	557.8

14

Trinity Industries, Inc.

Earnings per Share Calculation

(in millions, except per share amounts)

(unaudited)

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

	Three Months Ended September 30, 2017						Three Months Ended September 30, 2016
	Income			Average Shares	EPS		Income			Average Shares	EPS
Net income attributable to Trinity Industries, Inc.	$	66.9					$	84.2
Unvested restricted share participation	(1.3		)				(2.2		)
Net income attributable to Trinity Industries, Inc. - basic	65.6			148.0	$	0.44	82.0			148.7	$	0.55
Effect of dilutive securities:
Nonparticipating unvested restricted shares and stock options	—			0.5			—			—
Convertible subordinated notes	—			2.8			—			—
Net income attributable to Trinity Industries, Inc. - diluted	$	65.6		151.3	$	0.43	$	82.0		148.7	$	0.55

	Nine Months Ended September 30, 2017						Nine Months Ended September 30, 2016
	Income			Average Shares	EPS		Income			Average Shares	EPS
Net income attributable to Trinity Industries, Inc.	$	164.0					$	276.0
Unvested restricted share participation	(3.6		)				(7.7		)
Net income attributable to Trinity Industries, Inc. - basic	160.4			148.6	$	1.08	268.3			148.3	$	1.81
Effect of dilutive securities:
Nonparticipating unvested restricted shares and stock options	—			0.4			—			—
Convertible subordinated notes	—			2.1			—			—
Net income attributable to Trinity Industries, Inc. - diluted	$	160.4		151.1	$	1.06	$	268.3		148.3	$	1.81

15

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 September 30,
	2017		2016
Net income	$	67.9	$	89.6
Add:
Interest expense	46.8		45.3
Provision for income taxes	39.7		49.9
Depreciation and amortization expense	74.2		70.7
Earnings before interest expense, income taxes, and depreciation and amortization expense	$	228.6	$	255.5

	Nine Months Ended September 30,
	2017		2016
Net income	$	173.6	$	290.5
Add:
Interest expense	137.5		136.7
Provision for income taxes	97.8		160.7
Depreciation and amortization expense	220.7		210.6
Earnings before interest expense, income taxes, and depreciation and amortization expense	$	629.6	$	798.5

- END -

16

EX-99.2

Exhibit 99.2

Trinity Industries, Inc.

Earnings Release Conference Call

Comments of Gail M. Peck

Vice President, Finance and Treasurer

October 26, 2017

Thank you, Leo. Good morning everyone. Welcome to the Trinity Industries’ third 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, Leo. 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 November 2, 2017. The access number is (402) 220-1388. 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

October 26, 2017

Thank you Gail and good morning everyone.

I have previously reported on our appeal to the Fifth Circuit of a False Claims Act judgment in qui tam litigation filed by Joshua Harman pertaining to the Company’s ET Plus guardrail end terminal system. I am pleased to report that on September 29, 2017, the Fifth Circuit published a unanimous ruling that reversed the trial court’s 682.4 million dollar judgment and rendered judgment for Trinity as a matter of law. Reversed and rendered in this instance means that the judgment entered by the trial court is reversed and is now a judgment in favor of Trinity. This ruling affirms that Trinity did not violate the False Claims Act.

Our defense in the case was founded upon a simple belief-that we did nothing wrong. We believe the Fifth Circuit panel’s unanimous 42-page opinion was well reasoned and thorough-presenting an in-depth analysis of the facts in this case and the controlling law under the False Claims Act. We are proud of having remained steadfast in our belief, and are gratified the Fifth Circuit’s ruling agrees with us. We are also thankful for the commitments and contributions of our internal and external legal teams that resulted in a successful appeal.

Procedurally, Mr. Harman is not without further appellate recourse, although such recourse is within the discretion of the courts and is not a matter of right. We are aware that Mr.

Harman has requested, and was granted, an extension until tomorrow to file with the Fifth Circuit a petition for panel rehearing or rehearing en banc, a procedure by which all active judges on the Fifth Circuit would review the matter.  If the Fifth Circuit denies Mr. Harman’s rehearing petition, he could ask the United States Supreme Court to hear the case. Again, however, whether or not Mr. Harman’s petitions are granted or denied is wholly discretionary with the respective court.

We have also reported previously on other law suits regarding the ET Plus that were filed in the wake of the original jury verdict-many of which remain pending. In a number of these cases, the adverse judgment-which is now reversed-is a prominent assertion used by plaintiffs to support their claims. We will continue to vigorously defend the ET Plus and our Company in these lawsuits. As the Fifth Circuit recognized in its unanimous panel opinion, the ET Plus end terminal system meets all applicable federal safety standards and the government has never wavered in its approval of the product.

For a more detailed disclosure of the False Claims Act case and the Company’s other litigation, please see Note 18 to the financial statements in Trinity’s Form 10-Q for the period ended September 30, 2017, which will be filed today. Additional information on the False Claims Act case and a copy of the Fifth Circuit’s opinion can be found at www.etplusfacts.com.

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

October 26, 2017

Thank you, Theis, and good morning everyone.

I would like to begin by taking a moment to thank our stakeholders who have supported Trinity through the Company’s legal challenges. I am very grateful for your continued support. The Fifth Circuit ruling is a reflection on Trinity’s strong character, our confidence in our products and our business practices, and, most importantly, the quality of our people. While the ruling is very positive, it’s not an end to the situation. We will continue to provide updates as we move through the remainder of the legal process.

Our financial results for the 3^rd quarter came in ahead of our expectations, primarily driven by the performance of our railcar-related business segments. Bill, Steve and James will provide their views on our operations and financial results in their remarks.

For more than a year, our businesses have seen a mixture of uncertainty combined with small amounts of optimism in the majority of the end markets they serve. This appears to be the result of the political landscape as well as the economic climate.

Periods of uncertainty within an industry combined with over supply conditions create volatility in order levels and product pricing, adding layers of complexity to the planning and management of a company. During these types of markets, revenues can remain relatively stable while margins decrease due to lower pricing. Lower pricing usually incent some customers to make strategic purchases of our products. This occurred during the 3^rd quarter.

We are very experienced at operating in challenging markets. Our businesses continuously search for ways to reduce costs as they pursue orders to extend their production lines. The flexible nature of Trinity’s business model and culture positions our businesses to respond to a variety of market conditions.

Since the Fifth Circuit ruling, the investment community has expressed increased interest in our capital planning approach and corporate strategies. I will share some brief, high level thoughts in this area.

The diversity of our portfolio of industrial businesses combined with the cyclical swings within our railcar and barge manufacturing businesses places Trinity in a unique capital planning situation. We take a number of factors into consideration as we develop our capital plans and we strive to maintain a balanced, long term view. Our top priority is remaining operationally and financially flexible regardless of where we are in a business cycle. We strive to maintain a strong and liquid balance sheet at all points of the business cycle so we can respond swiftly whenever strategic opportunities surface. We focus on generating significant cash flow during strong cycles and view cyclical downturns, while challenging situations, as opportunities to consider strategic investments.

During downturns, we also strive to be financially positioned to continue to grow our railcar leasing business and support internal improvements that are more easily implemented when business activities are slower than normal. Our capital planning also takes into consideration the need to replenish our working capital quickly and efficiently as soon as market demand improves. In addition, we place a priority on returning

capital to shareholders through dividends and share repurchases. During the last five years, we returned approximately $630 million to shareholders, and these activities remain an important element of our balanced approach to capital planning.

During the last up cycle, we dedicated resources to expand our railcar investment vehicle platform. We made good progress in this area, increasing the size of our managed fleet generating a significant amount of earnings and cash flow. From a capital planning point of view, growing our RIV platform requires significant up-front investment. We strive to have a sufficient reservoir of railcars with leases readily available for sales to investors participating in our railcar investment platform. This is a unique factor in our capital planning process.

During the past few years, we were deliberate and cautiously prudent with respect to capital deployment while we worked through our legal challenges and encountered a cyclical downturn. We have been very successful in maintaining a strong balance sheet as we transitioned through the market cycle in our railcar and barge related businesses. Our capital planning approach is working as intended.

The positive ruling from the 5^th circuit was like a breath of fresh air to our company and our capital planning process. We believe we have additional financial flexibility with regard to capital allocation.

Over the years, we have built a portfolio of market-leading businesses of varying sizes, with experienced leadership teams and unique growth opportunities in compelling end markets. We believe the diversity and collective strength of these businesses provides Trinity with numerous options for continuing to create value for our shareholders.

Our integrated railcar manufacturing and leasing services platform is strategically positioned across the railcar value chain, providing us the unique ability to serve a broad spectrum of customer needs. This integrated structure provides us with a variety of tangible and intangible benefits.

At the same time, our industrial manufacturing and construction materials businesses play an important role in the overall economy, supplying essential, infrastructure-related products and services ranging from utility structures to construction aggregates.

Our Board and senior leadership team engage in an on-going series of strategic discussions about growth opportunities and corporate strategies. During our discussions, we review the makeup of our portfolio, potential strategic initiatives, and our capital plans with the overall goal of enhancing shareholder value. We’re continuing to study and discuss a number of topics and ideas.

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

October 26, 2017

Thank you Tim and good morning everyone.     

During the third quarter, the financial performance of the Energy Equipment Group continued to reflect mixed demand conditions for the end markets we serve. For the quarter, revenues increased slightly over last year due to higher volumes in our wind towers and utility structures businesses, partially offset by continued softness in the Group’s other product lines. Third quarter margins for the Group declined year over year as a result of pricing pressure.

At the end of the third quarter, our wind tower backlog totaled $847 million, providing stable production visibility. As we indicated on our last earnings call, we expect fourth quarter revenues to decline sharply as a customer has exercised their right to defer delivery of some towers until the 1^st quarter of 2018. The deferral will result in a compressed margin as our overhead costs remains unchanged with fewer sales dollars to cover those costs. Our revenue run-rate will normalize in the first quarter of next year.

During the third quarter, demand for utility structures continued to improve. However, projects tend to be on the small-side and the market is challenging. Our current order book provides good near term visibility. Long-term fundamentals remain intact based on the need to replace aging infrastructure and improve the reliability of the grid.

The third quarter results for our Inland Barge Group reflect significant year-over-year volume reductions as weak market conditions persist. For the quarter, the Group reported revenues of $28 million and a small operating loss. Overcapacity and declines in freight movements that transport goods along the inland waterways are expected to continue to create significant headwinds.

During the quarter, we received orders for new barges totaling $63 million, bringing the backlog to $126 million compared to $91 million at the end of the second quarter. Orders placed during the quarter were for 2018 and 2019 delivery. While we were pleased to extend our backlog, the orders received during the quarter reflect strategic buying decisions by our customers.

In our Construction Products Group, third quarter revenues were down 6% compared to last year on lower volumes in our highway products and construction aggregates businesses, partially offset by an increase in revenues generated by our shoring products business. During the quarter we had an unusual situation that impacted revenues and operating profit. In August, an equipment failure at one of our highway products plants negatively impacted our operating profit by approximately $2 million.

The strategic investments we have made in our Construction Products Group align with our positive long-term view of growth-opportunities associated with infrastructure spending.

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

October 26, 2017

Thank you, Bill, good morning!

Rail and Leasing Group’s financial performance during the third quarter continues to reflect the strength and breadth of our integrated railcar manufacturing, leasing and services business model. We generated sequential improvement in manufacturing margins on a higher level of production, maintained strong lease fleet performance, and continued growing our owned and managed lease fleet during the quarter. In addition, we enhanced our positioning as a premier provider of railcar services for institutional investors by expanding the Railcar Investment Vehicle platform. We continue to enhance the capabilities and competencies of our integrated business model, focused on creating a strong value proposition for both industrial shippers and institutional investors as we penetrate deeper into those customers’ value chains.

I am pleased with both the Leasing and Rail Groups’ financial performance in what continues to be a challenging railcar market. While we remain encouraged by industry fundamentals showing signs of stability, albeit at weak pricing levels, a number of factors may continue to delay a market recovery. These factors include high numbers of existing railcars, excess new railcar production capacity and the lack of meaningful industrial production growth or a strong demand catalyst. Our market assessment is based upon a dashboard of strategic market indicators provided by our integrated railcar manufacturing, leasing and services platforms. This dashboard, which captures railcar utilization and lease rate trends in the existing railcar market, new railcar market demand drivers and railcar valuations in the secondary market, positions us to quickly identify shifts in market demand.

Institutional investors continue to express interest in participating in our RIV platform. While interest remains high, we conduct extensive due diligence to identify investing partners who align with our long term objectives. During the quarter, we sold a portfolio of approximately $155 million of leased railcars through our RIV platform to a new investor partner and we will continue to manage these railcars. In addition, we acted as an advisor and arranger for ECN Capital Corp.’s portfolio sale of approximately $1 billion in leased railcars, earning fees as a result and retaining the management of this portfolio, too. These transactions exemplify our ability to leverage our asset management capabilities to strategically intermediate portfolios of leased railcars on behalf of institutional investors and develop a meaningful, new fee earnings stream. In 2017, we now anticipate full year sales proceeds of leased railcars of between $425 and $475 million.

During the quarter, Leasing and Management Services revenue and profit from operations increased 9% and 7%, respectively, year over year on high fleet utilization, increased asset management fees, and net fleet additions partially offset by lower average lease rates. During the quarter, we added 1,720 leased railcars to our wholly-owned railcar fleet. Subsequent to quarter end we were retained to manage an additional portfolio of approximately 3,600 leased railcars owned by ECN Capital, bringing our total managed fleet to approximately 112,000 railcars, up 10% year over year.

Lease fleet utilization at the end of the third quarter was 97.3%. We continue to focus on maintaining high lease fleet utilization while growing the fleet. Lease renewal trends and lease rates remain stable at existing levels. With an average remaining lease term of 3.3 years, lease expirations for the remainder of 2017 and

into 2018 are within a consistent and manageable range. At the end of the third quarter, our committed leased railcar backlog is approximately $936 million.

Lease fleet maintenance and regulatory compliance costs increased 5% compared to the second quarter and 17% year-over year. Consistent with our comments on previous conference calls, we are experiencing increased maintenance and regulatory compliance expenses associated with our growing and aging lease fleet. I expect this trend to continue in 2018.

I am pleased with the operating improvements and flexibility of our expanded maintenance services capabilities. We plan to expand our services capabilities and geographic footprint, while remaining focused on servicing our growing owned and managed lease fleet and fleets of key customers. Inquiries and orders for HM-251 tank car modifications continue to increase.

The Rail Group delivered improved revenue and profit performance in the 3^rd quarter compared to the 2^nd quarter of 2017 on a 9% unit railcar delivery increase to 4,420 railcars. The flexibility of our manufacturing platform supported the acceleration of previously deferred frac sand railcars into our production plans for the back half of this year. These orders contained strong margins as they were booked during a period of peak demand helping to support our sequential margin improvement. We anticipate full year 2017 deliveries of approximately 18,000 railcars, which includes an increase in production during the 4^th quarter to approximately 5,800 railcars.

Third quarter industry orders for new railcars totaled 8,670 and represent a broad range of railcar types. Inquiries for new railcars thus far in the 4^th quarter are comparable to the prior several quarters. Most inquiries we have received are from customers mainly focused on strategic purchases for select growth markets or replacement of aging railcar fleets.

The Rail Group received orders for 3,045 railcars with a value of $281 million in the third quarter, representing a diverse mix of railcars serving various end-markets for both fleet replacement and select market growth. Nearly 73% of the orders received during the quarter were for lease. Orders for our lease fleet are fully supported by firm lease commitments from third parties. Industrial shipper railcar procurement strategies vary by transaction which may include purchasing, leasing or a combination of both on larger transactions. Our integrated business model, including RIV platform, enables us to provide an enhanced level of flexibility in responding to their procurement strategies.

At the end of the third quarter, our new railcar order backlog stood at 25,555 railcars with a value of approximately $2.4 billion. The visibility provided by our production backlog is significantly better than in previous downturns. This visibility is also highly beneficial as it provides an opportunity to build operating leverage with future incremental orders.

As we formulate our 2018 production plans and financial projections for both the Rail and Leasing Groups, we expect pricing associated with current market conditions to prevail. At the end of the third quarter, approximately 50% of our backlog is scheduled to be delivered in 2018. Most of the deliveries in our backlog scheduled for 2018 were priced in the more current, weaker market environment. At this time, we anticipate 2018 railcar deliveries of approximately 20,000 with approximately 65% in our backlog at quarter-end.

In closing, TrinityRail continues to demonstrate the effectiveness of its integrated manufacturing, leasing and services business model throughout the business cycle with a unique ability to meet a broad spectrum of customer needs. The strong cash flows and consistent earnings generated by our lease portfolio provide a more stable operating platform from which to leverage our railcar manufacturing. Our financial flexibility

positions us to continue to grow organically while evaluating strategic growth opportunities throughout the rail transportation value chain. Our operating and financial flexibility are important competitive advantages for us. As we move forward into 2018, we are well positioned to build upon our success generating further growth and greater differentiation of our market leading platform.

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

October 26, 2017

Thank you, Steve and good morning everyone.

Yesterday, we announced our results for the third quarter of 2017. For the quarter, the Company reported revenues of $974 million and earnings per share of $0.43, compared to revenues of $1.1 billion and EPS of $0.55 for the third quarter of 2016.

During the third quarter, we added railcars to our wholly-owned lease fleet with a value of $161 million and invested $19 million in capital expenditures across our manufacturing businesses and at the corporate level.

We completed the $42 million purchase of a trench shoring business during the third quarter, which expands our presence in that infrastructure-related market.

During the third quarter, we sold a portfolio of $155 million of leased railcars through our RIV platform to a new investor.

Our strong balance sheet provides a great deal of financial flexibility that allows us to be operationally flexible and opportunistic during challenging market conditions. At the end of the third quarter, our available committed liquidity position was nearly $2.4 billion, which includes our cash, cash equivalents and short-term marketable securities as well as our available credit facilities.

In our press release yesterday, we provided fourth quarter EPS guidance of $0.35 to $0.45 and increased the full year 2017 earnings guidance to $1.41 to $1.51, compared to our full year 2017 guidance of $1.10 to $1.30 that we provided last quarter. The increase in our guidance reflects third quarter results, an increased level of leased railcar sales for the year, fees that we expect to record in the fourth quarter in our Leasing Group, and better visibility with respect to fourth quarter operations.

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

We expect our Rail Group to deliver approximately 18,000 railcars in 2017, which implies approximately 5,800 railcars in the fourth quarter. We anticipate revenues of $610 million with an operating margin of 11.5% to 12.0% in the fourth quarter. This leads to full year 2017 Rail Group revenues of just over $2 billion with an operating margin of approximately 10%, an improvement from our previous guidance of 9.5%.

In the fourth quarter, at the consolidated company level, we expect to eliminate $230 million of the Rail Group’s revenues and defer $30 million of operating profit due to sales to our leasing company. For the full year, we still expect to eliminate $690 million of revenues and defer $90 million of operating profit from these sales.

We anticipate fourth quarter Energy Equipment Group revenues of $195 million with an operating margin of 4.5%, primarily due to a significantly lower level of wind tower revenues recorded in the quarter caused

by the timing of customer deliveries, as indicated on our last earnings call. For the full-year, we now expect 2017 revenues of $935 million, with an operating margin of 9.5% for the Energy Equipment Group.

We expect fourth quarter revenues of $115 million and an operating margin of 8% for the Construction Products Group. This results in full-year revenues of $500 million for this Group, with an operating margin of 13% in 2017.

For the Inland Barge Group, we expect revenues of $30 million and an operating loss of $2 million in the fourth quarter. The full year expectations are for revenues of $155 million and a slightly improved margin of 2.5% during 2017.

We anticipate our Leasing Group will record 2017 leasing and management revenues of $195 million in the fourth quarter with an operating profit of $85 million. These figures include $0.07 per share, after-tax, from a negotiated fee related to an order termination for leased railcars. For the full year, we now expect leasing and management revenues of $745 million with operating profit of $340 million, both higher than our previous guidance. The increase in guidance primarily reflects higher advisory and management fees and the order termination fee. These figures exclude sales of leased railcars.

We now expect total proceeds from sales of leased railcars of between $425 million and $475 million during 2017. While some railcars with leases are sold directly from the production line, our sales of leased railcars generally are sold from our lease fleet, which emphasizes the importance of our pool of readily available railcars - these include our unencumbered leased railcars as well as those in our warehouse facility. Year-to-date proceeds from sales of leased railcars have totaled $254 million, which implies fourth quarter proceeds of between $170 million and $220 million.

At the end of the third quarter, the loan-to-value on our wholly-owned lease fleet was 27%. We realize this is low as compared to a stand-alone leasing business. This is due our strong cash flows from operations and sales of leased railcars over the last few years. This has greatly enhanced our financial flexibility during the downturn and a period of complex litigation. The unencumbered lease fleet has been an efficient way to generate earnings without incurring additional interest expense. In the long-term, we expect to increase the leverage of the leasing business as we find strategic opportunities to deploy capital.

Our full-year 2017 EPS guidance also includes the following corporate-level assumptions:

•Corporate expenses of between $145 million and $155 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 3 cents per share, based on the current stock price; and

•A tax rate of approximately 36%.

In terms of investment, we expect manufacturing and corporate capital expenditures in the range of $80 million to $95 million in 2017. During economic downturns, we plan for a level of capital expenditures that will keep our plants and corporate infrastructure well-maintained, as well as making investments that provide the foundation for future growth.

We anticipate adding approximately $740 million of leased railcars to our wholly-owned fleet during 2017, 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 sales of leased railcars and deferred profit from new additions, is expected to be between $190 million and $240 million.

In our press release yesterday, we introduced 2018 EPS guidance of $0.90 to $1.25. We anticipate deliveries of approximately 20,000 railcars in 2018, approximately 65% of which were in our backlog at the end of the third quarter. The railcars that are in our backlog that we expect to deliver in 2018 have lower pricing than those that we will deliver in 2017. Our earnings guidance reflects the continued level of uncertainty and softer pricing, reflecting supply and demand conditions for products in many of our businesses. Our guidance also includes the profit from sales of leased railcars to our RIV platform of an expected $250 million to $350 million as compared to the $425 million to $475 million that we expect in 2017.

We are providing full year guidance for next year earlier than in prior years. We thought it would be helpful to provide some insight into our current expectations, given the uncertainties in our markets. While pricing for the products in many of our businesses’ markets remains challenging, we are focused on cost reductions to achieve margin enhancement. The guidance we provided for 2018 assumes that our level of legal expenses remains in line with 2017’s level, due to the dynamic nature of the legal process and the various matters still pending. However, we are hopeful that these expenses will decline during 2018 as we are successful in reducing the litigation matters.

In the past, we have found several levers to improve on our expectations of operating performance - we will seek out and execute on these opportunities throughout the year. We will provide updates on our progress and updates to our guidance each quarter as we have more insight into 2018.

As we indicated in our press release yesterday, actual results in 2017 and 2018 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 place a high priority on financial flexibility and balance sheet strength. In a difficult and challenging earnings environment over the last two years, we have enhanced our available liquidity to $2.4 billion.

In prior economic down cycles, we have found assets and businesses available for acquisition at distressed prices. With the high amount of available capital in the market seeking investment opportunities, acquisition valuations have generally remained elevated. However, if we identify a highly strategic opportunity, we may be a willing buyer.

We have confidence that we are in a strong position today to deploy capital in a strategic manner to create long-term shareholder value. The Trinity management team and Board of Directors have always considered the Company’s strategic options through the lens of advancing the long-term interests of our shareholders. This continues to be the case today.

Trinity has a strong track-record of performance over economic cycles. We have also demonstrated that we have the resources, talent and abilities to continue to identify and execute strategies that generate shareholder value. I am confident we will continue to deliver these types of results.

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

-- Q&A Session --