Item 8.01 Other Events.
On December 2, 2020, Trinity Industries, Inc. (the "Company") entered into an
acceptance of offer letter (the "Agreement"), by and among the Company, Banner
Life Insurance Company and William Penn Life Insurance Company of New York
(collectively, the "Insurer") relating to the Trinity Industries, Inc.
Consolidated Pension Plan (f/k/a the Trinity Industries, Inc. Standard Pension
Plan) (the "Plan"). Wells Fargo Bank, NA serves as trustee to the Plan. Under
the Agreement, the Company will purchase a non-participating group annuity
contract from the Insurer and transfer to the Insurer the future benefit
obligations and annuity administration for certain retirees and beneficiaries
under the Plan (the "Transferred Participants").
Upon issuance of the group annuity contract, the pension benefit obligations and
annuity administration for approximately 7,850 Transferred Participants will be
irrevocably transferred from the Plan to the Insurer. By transferring these
obligations to the Insurer, the Company will significantly reduce its pension
plan liabilities and upon payment by December 31, 2020 of lump sum distributions
and other settlement payments will have no remaining obligations under the Plan
or any other U.S. tax-qualified pension plan. The purchase of the group annuity
contract will be funded directly by assets of the Plan. The Company expects to
recognize a pre-tax non-cash pension settlement charge of approximately $160
million during the fourth quarter of 2020 as a result of the settlement of the
Plan.
The transaction contemplated by the Agreement is subject to closing conditions
that are customary for transactions of this nature, including certain
termination clauses. Assuming all of the closing conditions are met, the Company
expects the purchase of the irrevocable group annuity contract to be completed
on or about December 9, 2020. At that time, the Insurer will become responsible
for payment of Transferred Participants' monthly pension benefits. Transferred
Participants will continue to receive their benefits from the Plan's trustee
through February 2021, at which time it is intended that the Insurer will assume
sole responsibility for administrative services, including distribution of
payments to the Transferred Participants.
Forward-Looking Statements
Some statements in this Current Report on Form 8-K, 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 the Company's estimates, expectations, beliefs, intentions or strategies
for the future, including the expected closing of the transaction described
above. The assumptions underlying these forward-looking statements include, but
are not limited to, future financial and operating performance, future
opportunities and any other statements regarding events or developments that the
Company believes or anticipates will or may occur in the future, including the
potential financial and operational impacts of the COVID-19 pandemic.
Forward-looking statements speak only as of the date hereof, and the Company
expressly disclaims any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statement contained herein to reflect any
change in the Company'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 the Company's operations, markets, products,
services and prices, and such forward-looking statements are not guarantees of
future performance. There are no assurances that the closing of the transaction
described above will be completed when expected or at all. 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, as may be revised and updated by the Company's
Quarterly Reports on Form 10-Q, and the Company's Current Reports on Form 8-K.

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