TRINITY INDUSTRIES, INC. Item 2.02 Results of Operations and Financial Condition.Trinity Industries, Inc. ("Trinity") hereby furnishes the information set forth in its News Release, datedJuly 22, 2021 , announcing operating results for the three month period endedJune 30, 2021 , a copy of which is furnished as Exhibit 99.1 and incorporated herein by reference. OnJuly 22, 2021 , Trinity held a conference call and webcast with respect to its financial results for the three month period endedJune 30, 2021 . The conference call scripts ofSteven L. McDowell , Vice President and Chief Accounting Officer;E. Jean Savage , Chief Executive Officer and President; andEric R. Marchetto , Executive Vice President and Chief Financial Officer; are furnished as Exhibit 99.2, and incorporated herein by reference. The conference call, News Release, and Supplemental Materials, described below, included references to Adjusted Operating Results and Adjusted Earnings Per Share, Pre-Tax Return on Equity, Free Cash Flow, EBITDA and Adjusted EBITDA, which are not calculations based on generally accepted accounting principles ("GAAP"). Reconciliations of each of these non-GAAP measures to the most directly comparable GAAP measures have been included in the News Release and/or the Supplemental Materials. When forward-looking non-GAAP measures are provided, Trinity does not provide quantitative reconciliations of forward-looking non-GAAP measures to the most directly comparable GAAP measures because it cannot, without unreasonable effort, predict the timing and amounts of certain items included in the computations of each of these measures. These factors include, but are not limited to: the product mix of expected railcar deliveries; the timing and amount of significant transactions and investments, such as lease portfolio sales, capital expenditures, and returns of capital to shareholders; and the amount and timing of certain other items outside the normal course of our core business operations, such as restructuring activities and the potential financial and operational impacts of the COVID-19 pandemic. This information and the materials described in Item 7.01 are not "filed" pursuant to the Securities Exchange Act of 1934 and are 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." Additionally, Trinity posted Supplemental Materials to its website to accompany the conference call; a copy of these materials is furnished as Exhibit 99.3 and incorporated herein by reference. Forward-Looking Statements 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, including, but not limited to, future financial and operating performance, future opportunities and any other statements regarding events or developments that Trinity believes or anticipates will or may occur in the future, including the potential financial and operational impacts of the COVID-19 pandemic. Trinity uses the words "anticipates," "assumes," "believes," "estimates," "expects," "intends," "forecasts," "may," "will," "should," "guidance," "projected," "outlook," and similar expressions to identify these forward-looking statements. Forward-looking statements speak only as of the date of this release, and Trinity expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Trinity's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by federal securities laws. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or present expectations, including but not limited to risks and uncertainties regarding economic, competitive, governmental, and technological factors affecting Trinity's operations, markets, products, services and prices, and such forward-looking statements are not guarantees of future performance. 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 Trinity's Annual Report on Form 10-K for the most recent fiscal year, as may be revised and updated by Trinity's Quarterly Reports on Form 10-Q, and Trinity's Current Reports on Form 8-K.
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Item 9.01 Financial Statements and Exhibits.
(a) - (c) Not applicable.
(d) Exhibits:
NO. DESCRIPTION
99.1 News Release dated July 22, 2021 with respect to the operating results for
the three month period ended June 30, 2021 .
99.2 Conference call script of July 22, 2021 .
99.3 Q2 2021 Conference Call - Supplemental Materials
101.INS Inline XBRL Instance Document - the instance document does not appear in the
Interactive Data File because its XBRL tags are embedded within the Inline XBRL
document.
101.SCH Inline XBRL Taxonomy Extension Schema Document (filed electronically herewith).
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document (filed electronically
herewith).
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed
electronically herewith).
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in
Exhibit 101).
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