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October 3, 2023October 3, 2023TRINITY INDUSTRIES INC0000099780false00000997802023-10-032023-10-03

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 3, 2023
trnlogoverticalhrblacaa14.jpg
_______________________________________
(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.)
14221 N. Dallas Parkway, Suite 1100,
Dallas, Texas 75254-2957
(Address of Principal Executive Offices, and Zip Code)
(214) 631-4420
Registrant's Telephone Number, Including Area Code
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock TRN New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 7.01 Regulation FD Disclosure.
On October 3, 2023, Trinity Industries, Inc. (the “Company” or “Trinity”) issued a press release announcing that it delivered 4,325 new railcars during the quarter ended September 30, 2023. The press release also stated that the number of deliveries was 685 units less than the Company’s quarterly projection, due to the closing of the U.S.-Mexico border to U.S. bound rail traffic at Eagle Pass, Texas, by the U.S. Customs and Border Protection Agency. In addition, the Company stated that increased state vehicle inspections have resulted in truck traffic congestion, negatively impacting the Company’s supply chain. Continued rail and truck congestion at the border will negatively impact the Company’s deliveries and supply chain until the congestion is resolved. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
This information and the materials described in this 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.
Some statements in this Current Report on Form 8-K, including the exhibits hereto, 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. 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 our 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.



Item 9.01 Financial Statements and Exhibits.

(a) - (c) Not applicable.

(d) Exhibits:
NO. DESCRIPTION
99.1
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).



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Trinity Industries, Inc.
October 3, 2023 By: /s/ Jared S. Richardson
Name: Jared S. Richardson
Title: Vice President and Secretary


EX-99.1 2 exh991impactofborderissues.htm EX-99.1 Document

Exhibit 99.1
image_0a.jpgNEWS RELEASE



FOR IMMEDIATE RELEASE

Trinity Industries, Inc. Announces the Impact of Border Issues on Quarterly Deliveries


DALLAS – October 03, 2023 – Trinity Industries, Inc. (NYSE:TRN) (“Trinity” or the “Company”) today announced that the Company delivered 4,325 new railcars in the third quarter. Deliveries were 685 units below the Company’s third quarter projection due to the closing of the U.S.-Mexico border by the U.S. Customs and Border Protection Agency (“CBP”). In addition, increased state vehicle inspections have resulted in truck traffic congestion, negatively impacting the Company’s supply chain. Continued rail and truck congestion at the border will negatively impact the Company’s deliveries and supply chain until the congestion is resolved. Trinity is actively monitoring rail and truck traffic as both continue to be impacted.

On September 20, 2023, the CBP suspended U.S. bound cross-border rail traffic in Eagle Pass, Texas, the primary border crossing Trinity uses for railcar deliveries from its manufacturing facilities in Sabinas and Monclova, Mexico. According to the CBP, this action was taken to assist U.S. Border Patrol due to the recent influx of migrants at the border. While rail traffic operations resumed on September 23, there are still substantial congestion and rail traffic challenges.

Trinity remains in close contact with all stakeholders, including the relevant government agencies, and continues to evaluate available alternatives for rail and truck transportation between Mexico and the United States. Trinity will provide an update on the situation and its financial impact on the Company’s third quarter earnings call, scheduled for November 2, 2023.



About Trinity Industries

Trinity Industries, Inc., headquartered in Dallas, Texas, owns businesses that are leading providers of rail transportation products and services in North America. Our businesses market their railcar products and services under the trade name TrinityRail®. The TrinityRail platform provides railcar leasing and management services, as well as railcar manufacturing, maintenance and modifications. Trinity reports its financial results in two reportable segments: the Railcar Leasing and Management Services Group and the Rail Products 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, 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. 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 our 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.





Investor Contact:                                 
Leigh Anne Mann    
Vice President, Investor Relations                        
Trinity Industries, Inc.                                            
(Investors) 214/631-4420    

Media Contact:                                 
Jack L. Todd    
Vice President, Public Affairs                
Trinity Industries, Inc.    
(Media Line) 214/589-8909