UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER 30, 2008~~MARCH 31, 2009


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to. _________.

Commission File Number 1-6903

Trinity Industries, Inc.

(Exact name of registrant as specified in its charter)


Delaware		~~75-0225040~~
(State of Incorporation)		75-0225040 (I.R.S. Employer Identification No.)

2525 Stemmons Freeway
Dallas, Texas		~~75207-2401~~
(Address of principal executive offices)		75207-2401 (Zip Code)

Registrant’s telephone number, including area code(214) 631-4420

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yesþ No o.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filerþ		Accelerated filero		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting companyo

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yeso No þ.

At ~~October~~April 24, ~~2008~~2009 there were ~~79,535,316~~78,592,859 shares of the Registrant’s common stock outstanding.

TRINITY INDUSTRIES, INC.

FORM 10-Q

TABLE OF CONTENTS


	Caption		Page

PART I ~~FINANCIAL INFORMATION~~
FINANCIAL INFORMATION
Item 1.	Financial Statements			2

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			2223

Item 3.	Quantitative and Qualitative Disclosures About Market Risk			3031
Item 4.	Controls and Procedures			31
~~Item 4. Controls and Procedures~~PART II		30
OTHER INFORMATION
~~PART II OTHER INFORMATION~~Item 1.	Legal Proceedings			32
Item 1A.	Risk Factors			32
Item ~~1. Legal Proceedings~~2.		31

~~Item 1A. Risk Factors~~		31

~~Item 2.~~ Unregistered Sales of Equity Securities and Use of Proceeds		3132

Item 3.	Defaults Upon Senior Securities			3132

Item 4.	Submission of Matters to a Vote of Security Holders			31

~~Item 5. Other Information~~		31

~~Item 6. Exhibits~~		32
Item 5.	Other Information			32
~~SIGNATURES~~Item 6.	Exhibits.			33
SIGNATURES				34
CERTIFICATIONS
~~EX-10.1.1~~
~~EX-10.7~~
~~EX-10.11.3~~
~~EX-10.11.4~~
~~EX-10.27~~EX-10.18.7
EX-31.1
EX-31.2
EX-32.1
EX-32.2

The Consolidated Balance Sheet as of December 31, 2008 and the Consolidated Statement of Operations and the Consolidated Statement of Cash Flows for the three months ended March 31, 2008 have been adjusted due to the adoption of new accounting pronouncements. See Notes 8 and 14 to the Consolidated Financial Statements for an explanation of the effects of these pronouncements.

PART I

Item 1. Financial Statements

Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Operations
(unaudited)


													Three Months Ended
													March 31,
	Three Months Ended						Nine Months Ended						2009			2008
	September 30,						September 30,									(adjusted — see
	2008			2007			2008			2007						Notes 8 and 14)
	(unaudited)												(in millions, except per share amounts)
	(in millions, except per share amounts)
Revenues	$	1,154.6		$	1,008.4		$	2,999.0		$	2,729.5		$	793.5		$	898.9
Operating costs:
Cost of revenues		928.8			804.9			2,375.8			2,194.5			661.3			716.5
Selling, engineering, and administrative expenses		62.8			56.6			184.0			168.3			48.9			56.2

		991.6			861.5			2,559.8			2,362.8			710.2			772.7

Operating profit		163.0			146.9			439.2			366.7			83.3			126.2

Other (income) expense:
Interest income		(1.3	)		(2.5	)		(4.6	)		(8.8	)		(0.3	)		(2.3	)
Interest expense		25.6			19.5			71.4			55.8			29.0			23.2
Other, net		(1.1	)		(3.6	)		(14.4	)		(14.5	)		(0.6	)		(1.1	)

		23.2			13.4			52.4			32.5			28.1			19.8

Income from continuing operations before income taxes		139.8			133.5			386.8			334.2			55.2			106.4

Provision for income taxes		48.3			46.3			144.1			118.9			21.2			42.3


Income from continuing operations		91.5			87.2			242.7			215.3			34.0			64.1

Discontinued operations:
Loss from discontinued operations, net of benefit for income taxes of $(0.1), $(0.1), $(0.2), and $(0.2)		(1.4	)		(0.2	)		(1.7	)		(0.5	)
Loss from discontinued operations, net of benefit for income taxes of $0.0 and $0.1														(0.1	)		(0.3	)


Net income	$	90.1		$	87.0		$	241.0		$	214.8		$	33.9		$	63.8


Net income per common share:
Basic:
Continuing operations	$	1.16		$	1.10		$	3.07		$	2.73		$	0.43		$	0.79
Discontinued operations		(0.02	)		—			(0.02	)		—			—			—

	$	1.14		$	1.10		$	3.05		$	2.73
													$	0.43		$	0.79

Diluted:
Continuing operations	$	1.14		$	1.08		$	3.01		$	2.67		$	0.43		$	0.78
Discontinued operations		(0.02	)		—			(0.02	)		—			—			—

	$	1.12		$	1.08		$	2.99		$	2.67		$	0.43		$	0.78


Weighted average number of shares outstanding:
Basic		79.1			79.1			79.0			78.8			76.6			78.9
Diluted		80.4			80.6			80.5			80.5			76.6			79.3

Dividends declared per common share	$	0.08		$	0.07		$	0.23		$	0.19		$	0.08		$	0.07

See accompanying notes to consolidated financial statements.

Trinity Industries, Inc. and Subsidiaries
Consolidated Balance Sheets


								March 31,			December 31,
	September 30,			December 31,				2009			2008
	2008			2007				(unaudited)			(adjusted —
	(unaudited)			(as reported)							see Note 8)
	(in millions)							(in millions)
Assets							Assets
Cash and cash equivalents	$	183.2		$	289.6			$	170.4		$	161.8

Receivables, net of allowance		353.6			296.5				205.8			251.3

Income tax receivable									91.7			98.7

Inventories:
Raw materials and supplies		384.1			302.6				265.9			353.0
Work in process		126.4			127.3				93.3			111.2
Finished goods		171.7			156.8				199.9			147.6

		682.2			586.7				559.1			611.8

Property, plant, and equipment, at cost		3,471.8			2,849.6				3,848.0			3,843.5
Less accumulated depreciation		(800.0	)		(779.8	)			(900.3	)		(852.9	)

		2,671.8			2,069.8				2,947.7			2,990.6

Goodwill		504.0			503.5				504.0			504.0

Assets held for sale and discontinued operations		1.5			3.6				0.4			0.5

Other assets		331.3			293.5				290.5			293.4

	$	4,727.6		$	4,043.2			$	4,769.6		$	4,912.1


Liabilities and Stockholders’ Equity							Liabilities and Stockholders’ Equity

Accounts payable and accrued liabilities	$	631.2		$	684.3			$	529.0		$	699.4

Debt:
Recourse		715.9			730.3				538.3			584.4
Non-recourse		1,044.8			643.9
Non-recourse, net of unamortized discount of $128.8 and $131.2 at March 31, 2009 and December 31, 2008, respectively									1,177.7			1,190.3

		1,760.7			1,374.2				1,716.0			1,774.7

Deferred income		69.6			58.4				77.9			71.8

Deferred income taxes		271.4			142.1				414.5			388.3

Liabilities held for sale and discontinued operations		1.5			1.2				0.9			0.9

Other liabilities		65.1			56.3				65.4			64.7

		2,799.5			2,316.5				2,803.7			2,999.8

Stockholders’ equity:

Preferred stock – 1.5 shares authorized and unissued		—			—

Common stock – 200.0 shares authorized		81.7			81.6

Preferred stock — 1.5 shares authorized and unissued									—			—
Common stock — 200.0 shares authorized									81.7			81.7
Capital in excess of par value		519.0			538.4				614.3			612.7

Retained earnings		1,400.0			1,177.8				1,454.5			1,427.0

Accumulated other comprehensive loss		(67.5	)		(61.6	)			(129.9	)		(161.3	)

Treasury stock		(5.1	)		(9.5	)			(54.7	)		(47.8	)

		1,928.1			1,726.7				1,965.9			1,912.3

	$	4,727.6		$	4,043.2			$	4,769.6		$	4,912.1

See accompanying notes to consolidated financial statements.

Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(unaudited)


							Three Months Ended
	Nine Months Ended						March 31,
	September 30,						2009			2008
	2008			2007						(adjusted —
	(unaudited)									See Note 8)
	(in millions)						(in millions)
Operating activities:
Net income	$	241.0		$	214.8		$	33.9		$	63.8
Adjustments to reconcile net income to net cash provided by continuing operating activities:
Loss from discontinued operations		1.7			0.5			0.1			0.3
Depreciation and amortization		103.1			86.0			40.3			31.8
Stock-based compensation expense		15.0			13.5			3.9			5.0
Excess tax benefits from stock-based compensation		(0.3	)		(5.3	)
Deferred income taxes		135.9			50.5
Provision for deferred income taxes								8.4			32.4
Gain on disposition of property, plant, equipment, and other assets		(10.8	)		(17.5	)		(2.6	)		(0.1	)
Other		(24.5	)		(31.0	)		(14.7	)		(6.3	)
Changes in assets and liabilities:
(Increase) decrease in receivables		(58.9	)		(91.1	)		45.5			13.0
(Increase) decrease in inventories		(96.2	)		(78.6	)		52.7			(64.1	)
(Increase) decrease in other assets		(58.6	)		(63.3	)		4.6			—
Increase (decrease) in accounts payable and accrued liabilities		(59.2	)		104.2			(119.9	)		(21.6	)
Increase (decrease) in other liabilities		(6.3	)		5.5			(0.6	)		(15.2	)

Net cash provided by operating activities – continuing operations		181.9			188.2
Net cash provided by operating activities – discontinued operations		0.7			—

Net cash provided by operating activities		182.6			188.2			51.6			39.0


Investing activities:
Proceeds from sales of railcars from our leased fleet		185.4			238.1
Proceeds from sales of railcars from our lease fleet								136.7			49.7
Proceeds from sales of railcars from our lease fleet — sale and leaseback								34.8			—
Proceeds from disposition of property, plant, equipment, and other assets		19.9			48.8			3.0			0.2
Capital expenditures – lease subsidiary		(757.6	)		(585.6	)
Capital expenditures – other		(96.5	)		(140.2	)
Payment for purchase of acquisitions, net of cash acquired		—			(47.3	)
Capital expenditures — lease subsidiary								(112.0	)		(190.2	)
Capital expenditures — manufacturing and other								(19.0	)		(26.9	)

Net cash required by investing activities		(648.8	)		(486.2	)
Net cash provided (required) by investing activities								43.5			(167.2	)


Financing activities:
Issuance of common stock, net		3.1			12.0
Excess tax benefits from stock-based compensation		0.3			5.3
Payments to retire debt		(368.4	)		(98.4	)		(73.9	)		(44.3	)
Proceeds from issuance of debt		754.9			304.2			—			100.5
Stock repurchases		(12.2	)		—			(6.3	)		(12.2	)
Dividends paid to common shareholders		(17.9	)		(14.2	)		(6.3	)		(5.7	)

Net cash provided by financing activities		359.8			208.9
Net cash (required) provided by financing activities								(86.5	)		38.3


Net decrease in cash and cash equivalents		(106.4	)		(89.1	)
Net increase (decrease) in cash and cash equivalents								8.6			(89.9	)
Cash and cash equivalents at beginning of period		289.6			311.5			161.8			289.6

Cash and cash equivalents at end of period	$	183.2		$	222.4		$	170.4		$	199.7

Noncash investing and financing activity:

During the three months ended March 31, 2009, the Company acquired $12.9 million of equipment on lease through the assumption of capital lease obligations.

See accompanying notes to consolidated financial statements.

Trinity Industries, Inc. and Subsidiaries
Consolidated Statement of Stockholders’ Equity



	Common Stock				Capital in						Accumulated												Common Stock				Capital in					Accumulated
	Shares				Excess						Other						Treasury			Total			Shares				Excess					Other						Treasury			Total
(unaudited)	(200.0		$1.00 Par		of Par			Retained			Comprehensive			Treasury			Stock at			Stockholders’			(200.0		$1.00 Par		of Par		Retained			Comprehensive			Treasury			Stock at			Stockholders’
(in millions, except par value)	Authorized)		Value		Value			Earnings			Loss			Shares			Cost			Equity			Authorized)		Value		Value		Earnings			Loss			Shares			Cost			Equity
Balances at December 31, 2007		81.6	$	81.6	$	538.4		$	1,177.8		$	(61.6	)		(0.2	)	$	(9.5	)	$	1,726.7

Balances at December 31, 2008 as originally reported																								81.7	$	81.7	$	519.9	$	1,438.7		$	(161.3	)		(2.3	)	$	(47.8	)	$	1,831.2
Cumulative effect of adopting APB 14-1 (see Note 8)																								—		—		92.8		(11.7	)		—			—			—			81.1

Balances at December 31, 2008 as adjusted																								81.7	$	81.7	$	612.7	$	1,427.0		$	(161.3	)		(2.3	)	$	(47.8	)	$	1,912.3
Net income		—		—		—			241.0			—			—			—			241.0			—		—		—		33.9			—			—			—			33.9
Other comprehensive income:
Currency translation adjustments, net of tax		—		—		—			—			0.1			—			—			0.1
Change in unrealized loss on derivative financial instruments, net of tax		—		—		—			—			(5.4	)		—			—			(5.4	)		—		—		—		—			4.5			—			—			4.5
Change in funded status of pension liability, net of tax																								—		—		—		—			27.7			—			—			27.7
Other changes, net of tax		—		—		—			—			(0.6	)		—			—			(0.6	)		—		—		—		—			(0.8	)		—			—			(0.8	)

Comprehensive net income																					235.1																					65.3
Cash dividends on common stock		—		—		—			(18.7	)		—			—			—			(18.7	)		—		—		—		(6.3	)		—			—			—			(6.3	)
Restricted shares issued, net		—		—		(15.1	)		—			—			0.4			11.5			(3.6	)		—		—		1.2		—			—			—			(0.6	)		0.6
Shares repurchased		—		—		—			—			—			(0.6	)		(16.0	)		(16.0	)		—		—		—		—			—			(0.8	)		(6.3	)		(6.3	)
Stock options exercised		0.1		0.1		(5.9	)		—			—			0.2			8.9			3.1
Stock-based compensation expense		—		—		1.0			—			—			—			—			1.0			—		—		0.4		—			—			—			—			0.4
Other		—		—		0.6			(0.1	)		—			—			—			0.5			—		—		—		(0.1	)		—			—			—			(0.1	)

Balances at September 30, 2008		81.7	$	81.7	$	519.0		$	1,400.0		$	(67.5	)		(0.2	)	$	(5.1	)	$	1,928.1
Balances at March 31, 2009																								81.7	$	81.7	$	614.3	$	1,454.5		$	(129.9	)		(3.1	)	$	(54.7	)	$	1,965.9

See accompanying notes to consolidated financial statements.

Trinity Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(unaudited)

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The foregoing consolidated financial statements are unaudited and have been prepared from the books and records of Trinity Industries, Inc. and subsidiaries (“Trinity”, “Company”, “we”, or “our”). In our opinion, all normal and recurring adjustments necessary for a fair presentation of the financial position of the Company as of ~~September 30, 2008,~~March 31, 2009, the results of operations for the three ~~and nine~~ month periods ended ~~September 30,~~March 31, 2009 and 2008, ~~and 2007,~~ and cash flows for the ~~nine~~three month periods ended ~~September 30,~~March 31, 2009 and 2008 ~~and 2007~~ have been made in conformity with generally accepted accounting principles. Because of seasonal and other factors, the results of operations for the ~~nine~~three month period ended ~~September 30, 2008~~March 31, 2009 may not be indicative of expected results of operations for the year ending December 31, ~~2008.~~2009. These interim financial statements and notes are condensed as permitted by the instructions to Form 10-Q and should be read in conjunction with the audited consolidated financial statements of the Company included in its Form 10-K for the year ended December 31, ~~2007.~~2008. Amounts previously reported have been adjusted as a result of the adoption of accounting pronouncements as explained further under Recent Accounting Pronouncements and Notes 8 and 14.

Stockholders’ Equity

On December 13, 2007, the Company’s Board of Directors authorized a $200 million common stock repurchase program ~~of its common stock. This program allows~~allowing for ~~the repurchase of the Company’s common stock~~repurchases through December 31, 2009. During the three months ended March 31, 2009 and ~~nine months ended September 30,~~ 2008, ~~150,000~~813,028 and ~~621,100~~471,100 shares were repurchased under this program at a cost of approximately ~~$3.8~~$6.3 million and ~~$16.0~~$12.2 million, respectively. The shares of common stock purchased during the three months ended September 30, 2008 were cash settled in October 2008. On October 3, 2008, the Company repurchased under the program 1,994,400 shares of its common stock in a privately negotiated transaction at a cost of approximately $42.2 million. Since the inception of this program through ~~October 3, 2008,~~March 31, 2009, the Company ~~had purchased~~has repurchased a total of ~~2,719,700~~3,532,728 shares at a cost of approximately ~~$61.1~~$67.5 million.

Fair Value Accounting

In September 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 157,Fair Value Measurements(“SFAS 157”). SFAS 157 ~~introduces~~introduced a framework for measuring fair value and ~~expands~~expanded required disclosure about fair value measurements of assets and liabilities. SFAS 157 for financial assets and liabilities iswas effective for fiscal years beginning after November 15, 2007. The Company adopted this standard as of January 1, 2008, and the impact of the adoption was not significant.

SFAS 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market to that asset or liability in an orderly transaction between market participants on the measurement date. SFAS 157 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. SFAS 157 describes three levels of inputs that may be used to measure fair values which are listed below.

Level 1 –— This level is defined as quoted prices in active markets for identical assets or liabilities. The Company’s cash equivalents and restricted assets, other than cash, are United States Treasury instruments.

Level 2 –— This level is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company’s fuel derivative instruments, which are commodity options, are valued using energy and commodity market data. Interest rate hedges are valued at exit prices obtained from each counterparty.

Level 3 –— This level is defined as unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Assets and liabilities measured at fair value on a recurring basis are summarized below:


	Fair Value Measurement as of September 30, 2008								Fair Value Measurement as of March 31, 2009
	(in millions)								(in millions)
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	160.4	$	—	$	—	$	160.4	$	125.5	$	—	$	—	$	125.5
Restricted assets(1)		131.7		—		—		131.7		122.5		—		—		122.5

Total assets	$	292.1	$	—	$	—	$	292.1	$	248.0	$	—	$	—	$	248.0


Liabilities:
Fuel derivative instruments(2)	$	—	$	2.0	$	—	$	2.0	$	—	$	0.9	$	—	$	0.9
Interest rate hedges(2)		—		0.9		—		0.9		—		55.2		—		55.2

Total liabilities	$	—	$	2.9	$	—	$	2.9	$	—	$	56.1	$	—	$	56.1


(1)		Restricted assets are included in Other assets on the Consolidated Balance Sheet and are comprised of cash equivalents.

(2)		Fuel derivative instruments and interest rate hedges are included in Other liabilities on the Consolidated Balance Sheet.

Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141R, “Business Combinations,”and SFAS No. 160,“Accounting and Reporting Noncontrolling Interest in Consolidated Financial Statements, an amendment of ARB No. 51.”These new standards significantly change the accounting for and reporting of business combination transactions and noncontrolling interests (previously referred to as minority interests) in consolidated financial statements. Both standards ~~are~~were effective for fiscal years beginning after December 15, 2008 and are applicable only to transactions occurring after the effective date. The Company adopted this standard as of January 1, 2009; however, for the three months ended March 31, 2009, the Company did not enter into any transactions for which these standards would be applicable.

In March 2008, the FASB issued SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133(“SFAS 161”). SFAS 161 changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedge items are accounted for under SFAS ~~133,~~No.133,Accounting for Derivative Instruments and Hedging Activities(“SFAS 133”),and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.

SFAS 161 is intended to enhance the current disclosure framework in SFAS 133 and requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative agreements.

The provisions of SFAS 161 ~~are~~were effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The ~~provisions~~Company adopted this standard as of ~~SFAS 161 need not be applied to immaterial items. We are currently evaluating~~January 1, 2009, and the ~~potential~~ impact of the ~~provisions of SFAS 161.~~adoption was not significant. See Note 5 for required disclosures.

In May 2008, the FASB issued FASB Staff Position No. APB 14-1,Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (including Partial Cash Settlement)(“APB 14-1”). APB 14-1 requires that issuers of certain convertible debt instruments that may be settled in cash upon conversion to separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest expense is recognized in subsequent periods.

The accounting for these types of instruments under APB 14-1 is intended to appropriately reflect the underlying economics by capturing the value of the conversion options as borrowing costs; therefore, recognizing their potential dilutive effects on earnings per share.

The effective date of APB 14-1 is for financial statements issued for fiscal years and interim periods beginning after December 15, 2008 and does not permit earlier application. ~~However,~~The Company adopted the transition guidance requires retrospective application to all periods presented and does not grandfather existing instruments. In June 2006, Trinity issued $450 million in 3 7/8% Convertible Subordinated Notes due 2036. We plan to adoptprovisions of APB 14-1 onas of January 1, 2009. ~~Upon adoption~~See Note 8 for a further explanation of ~~APB 14-1, we expect~~the effects of implementing this pronouncement as it applies to ~~revise prior periods by reclassifying $152.6 million of~~ our Convertible Subordinated Notes from debt to capital in excess of par in the equity section of the balance sheet. Our interest expense will increase $4.5 million and $8.1 million for the years ended December 31, 2006 and 2007, respectively, and $6.6 million for the nine months ended September 30, 2008. Upon adoption, debt origination costs of $3.2 million will be reclassified against capital in excess of par.Notes.

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1,Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities(“FSP EITF 03-6-1”). FSP EITF 03-6-1 applies to the calculation of earnings per share for share-based payment awards with nonforfeitable rights to dividends or dividend equivalents under Statement No. 128,Earnings Per ~~Share.~~Share~~Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents will be considered participating securities~~ and ~~will be included in the computation of earning per share pursuant to the two-class method. The~~is effective ~~date of FSP EITF 03-6-1 is~~ for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those years. ~~Early adoption is not permitted. Once effective, all prior period earnings per share data presented will be adjusted retrospectively. We are currently evaluating the impact of~~The Company adopted the provisions of FSP EITF ~~03-6-1.~~03-6-1 as of January 1, 2009. See Note 14 for a further explanation of the effects of implementing this pronouncement.

Note 2. Segment Information

The Company reports operating results in five principal business segments: (1) the Rail Group, which manufactures and sells railcars and component parts; (2) the Construction Products Group, which manufactures and sells highway products, concrete and aggregates, and ~~girders and beams used in the construction of highway and railway bridges;~~asphalt; (3) the Inland Barge Group, which manufactures and sells barges and related products for inland waterway services; (4) the Energy Equipment Group, which manufactures and sells products for energy related businesses, including tank heads, structural wind towers, and pressure and non-pressure containers for the storage and transportation of liquefied gases and other liquid and dry products; and (5) the Railcar Leasing and Management Services Group, which provides fleet management, maintenance, and leasing services. The category All Other includes our captive insurance and transportation companies; legal, environmental, and upkeep costs associated with non-operating facilities; other peripheral businesses; and the change in market valuation related to ineffective commodity hedges.

Sales and related net profits from the Rail Group to the Railcar Leasing and Management Services Group are recorded in the Rail Group and eliminated in consolidation. Sales between these groups are recorded at prices comparable to those charged to external customers giving consideration for quantity, features, and production demand. Sales of railcars from the lease fleet are included in the Railcar Leasing and Management Services Group. See Note 4 Equity Investment for discussion of sales to a company in which we have an equity investment.

The financial information from continuing operations for these segments is shown in the tables below. We operate principally in North America.

Three Months Ended ~~September 30,~~March 31, 2009


									Operating
	Revenues								Profit
	External		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	162.7	$	121.2		$	283.9		$	(5.8	)
Construction Products Group		121.0		2.5			123.5			(1.9	)
Inland Barge Group		157.0		—			157.0			38.9
Energy Equipment Group		126.7		1.8			128.5			18.3
Railcar Leasing and Management Services Group		222.4		—			222.4			52.7
All Other		3.7		10.7			14.4			(1.4	)
Corporate		—		—			—			(7.6	)
Eliminations — Lease subsidiary		—		(116.5	)		(116.5	)		(8.9	)
Eliminations — Other		—		(19.7	)		(19.7	)		(1.0	)

Consolidated Total	$	793.5	$	—		$	793.5		$	83.3

Three Months Ended March 31, 2008


									Operating											Operating
	Revenues								Profit			Revenues								Profit
	External		Intersegment			Total			(Loss)			External		Intersegment			Total			(Loss)
	(in millions)											(in millions)
Rail Group	$	419.2	$	333.5		$	752.7		$	56.8		$	347.7	$	220.1		$	567.8		$	77.2
Construction Products Group		193.7		7.3			201.0			17.3			165.0		4.3			169.3			12.2
Inland Barge Group		160.6		—			160.6			29.8			137.8		—			137.8			26.5
Energy Equipment Group		169.2		15.3			184.5			32.5			126.2		3.3			129.5			18.2
Railcar Leasing and Management Services Group		207.3		—			207.3			53.9			119.8		—			119.8			34.1
All Other		4.6		16.9			21.5			(4.1	)		2.4		15.8			18.2			(0.3	)
Corporate		—		—			—			(12.5	)		—		—			—			(5.4	)
Eliminations — Lease subsidiary		—		(323.0	)		(323.0	)		(9.9	)		—		(216.7	)		(216.7	)		(31.2	)
Eliminations — Other		—		(50.0	)		(50.0	)		(0.8	)		—		(26.8	)		(26.8	)		(5.1	)

Consolidated Total	$	1,154.6	$	—		$	1,154.6		$	163.0		$	898.9	$	—		$	898.9		$	126.2

~~Three Months Ended September 30, 2007~~

Operating
Revenues Profit
External Intersegment Total (Loss)
(in millions)
Rail Group $ 382.2 $ 239.1 $ 621.3 $ 96.5
Construction Products Group 193.8 0.4 194.2 19.0
Inland Barge Group 126.6 — 126.6 22.3
Energy Equipment Group 98.4 3.0 101.4 11.6
Railcar Leasing and Management Services Group 204.0 — 204.0 47.0
All Other 3.4 14.5 17.9 0.1
Corporate — — — (7.0 )
Eliminations — Lease subsidiary — (235.4 ) (235.4 ) (37.3 )
Eliminations — Other — (21.6 ) (21.6 ) (5.3 )

Consolidated Total $ 1,008.4 $ — $ 1,008.4 $ 146.9

~~Nine Month~~~~s En~~~~ded September 30, 2008~~

Operating
Revenues Profit
External Intersegment Total (Loss)
(in millions)
Rail Group
$ 1,101.8 $ 809.3 $ 1,911.1 $ 206.4
Construction Products Group
573.0 16.5 589.5 50.6
Inland Barge Group
449.3 — 449.3 83.5
Energy Equipment Group
449.7 21.6 471.3 76.1
Railcar Leasing and Management Services Group
413.5 — 413.5 124.0
All Other
11.7 46.4 58.1 1.4
Corporate
— — — (29.7 )
Eliminations — Lease subsidiary
— (792.3 ) (792.3 ) (64.2 )
Eliminations — Other
— (101.5 ) (101.5 ) (8.9 )

Consolidated Total
$ 2,999.0 $ — $ 2,999.0 $ 439.2

~~Nine Months Ended September 30, 2007~~

Operating
Revenues Profit
External Intersegment Total (Loss)
(in millions)
Rail Group $ 1,088.5 $ 700.6 $ 1,789.1 $ 271.2
Construction Products Group 553.9 0.8 554.7 44.9
Inland Barge Group 355.8 — 355.8 46.3
Energy Equipment Group 283.8 8.3 292.1 33.4
Railcar Leasing and Management Services Group 437.4 — 437.4 114.3
All Other 10.1 40.3 50.4 2.0
Corporate — — — (26.7 )
Eliminations — Lease subsidiary — (690.9 ) (690.9 ) (115.8 )
Eliminations — Other — (59.1 ) (59.1 ) (2.9 )

Consolidated Total $ 2,729.5 $ — $ 2,729.5 $ 366.7

Note 3. Railcar Leasing and Management Services Group

The Railcar Leasing and Management Services Group (“Leasing Group”) provides fleet management, maintenance, and leasing services. Selected combined financial information for the Leasing Group is as follows:


							March 31,			December 31,
							2009			2008
	September 30, 2008			December 31, 2007						(as reported)
				(as reported)			(in millions)
	(in millions)
Cash	$	12.8		$	40.8		$	13.8		$	12.7
Leasing equipment:
Machinery and other		36.6			36.1			37.6			37.0
Equipment on lease		2,635.2			1,996.7			2,929.6			2,973.2

		2,671.8			2,032.8			2,967.2			3,010.2
Accumulated depreciation		(214.1	)		(214.4	)		(245.9	)		(232.7	)

		2,457.7			1,818.4			2,721.3			2,777.5

Restricted assets		131.7			129.1			122.5			120.2

Debt:
Recourse		61.4			75.7			12.9			61.4
Non-recourse		1,044.8			643.9			1,177.7			1,190.3


									Three Months Ended
	Three Months Ended				Nine Months Ended				March 31,
	September 30,				September 30,				2009		2008
	2008		2007		2008		2007		(in millions)
	(in millions)
Revenues	$	207.3	$	204.0	$	413.5	$	437.4	$	222.4	$	119.8
Operating profit		53.9		47.0		124.0		114.3		52.7		34.1

For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2009 and 2008, revenues of ~~$52.6~~$132.1 million and $37.9 million, respectively, and operating profit of ~~$5.7~~$18.6 million and revenues of $98.8 million and operating profit of $12.9 million, respectively, were related to sales of railcars from the lease fleet to a company in which Trinity holds an equity investment. For the three and nine months ended September 30, 2007, revenues of $93.8 million and operating profit of $12.7 million and revenues of $187.5 million and operating profit of $24.1$5.8 million, respectively, were related to sales of railcars from the lease fleet to a company in which Trinity holds an equity investment. See Note 4 Equity Investment.

The Leasing Group’s interest expense, which is not a component of operating profit and which includes the effects of hedges related to the Leasing Group’s debt, was ~~$16.3~~$18.3 million and ~~$40.8~~$13.0 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2009 and 2008, ~~respectively, and $11.4 million and $31.0 million, respectively, for the same periods last year.~~respectively. Rent expense, which is a component of operating profit, was ~~$11.3~~$11.5 million and ~~$33.7~~$11.2 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2009 and 2008, ~~respectively, and $11.4 million and $34.0 million, respectively, for the same periods last year.~~respectively.

Equipment consists primarily of railcars leased by third parties. The Leasing Group purchases equipment manufactured by Trinity’s rail subsidiaries and enters into lease contracts with third parties with terms generally ranging between one and twenty years. The Leasing Group primarily enters into operating leases. Future contractual minimum rental revenues on leases in each year are as follows:

Remaining
three months
of 2008 2009 2010 2011 2012 Thereafter Total
(in millions)
Future Minimum Rental Revenues on Leases $ 53.7 $ 203.8 $ 184.1 $ 145.4 $ 114.8 $ 347.4 $ 1,049.2


	Remaining
	nine months
	of 2009		2010		2011		2012		2013		Thereafter		Total
	(in millions)

Future Contractual Minimum Rental Revenues on Leases	$	167.4	$	205.4	$	164.3	$	133.0	$	103.9	$	276.6	$	1,050.6

The Leasing Group’s debt at March 31, 2009 consists of both recourse and non-recourse debt. In February 2009, the Company repaid in full the $61.4 million of recourse debt outstanding at December 31, 2008 while incurring $12.9 million of new recourse debt in the form of capital lease obligations. See Note 8 for the form, maturities, and descriptions of the debt. Leasing Group equipment with a net book value of approximately ~~$1,460.5~~$1,575.9 million is pledged as collateral for Leasing Group debt. Leasing Group equipment with a net book value of approximately ~~$107.1~~$106.6 million is pledged as collateral against operating lease obligations.

109

In prior years, the Leasing Group completed a series of financing transactions whereby railcars were sold to one or more separate independent owner trusts (“Trusts”). The Leasing Group, through newly formed, wholly owned qualified subsidiaries, leased railcars from the Trusts under operating leases with terms of 22 years, and subleased the railcars to independent third party ~~customers.~~customers under shorter term operating rental agreements. See Note 4 of the ~~December��~~December 31, ~~2007~~2008 Consolidated Financial Statements filed on Form 10-K for a detailed explanation of these financing transactions. Future operating lease obligations of the Leasing Group’s subsidiaries as well as future contractual minimum rental revenues related to these leases due to the Leasing Group are as follows:


															Remaining
	Remaining														nine months
	three months														of 2009		2010		2011		2012		2013		Thereafter		Total
	of 2008		2009		2010		2011		2012		Thereafter		Total		(in millions)
	(in millions)
Future Operating Lease Obligations of Trusts’ Cars	$	11.8	$	47.6	$	40.7	$	41.7	$	44.9	$	521.1	$	707.8	$	35.7	$	40.7	$	41.7	$	44.9	$	46.1	$	475.0	$	684.1

Future Minimum Rental Revenues of Trusts’ Cars	$	15.0	$	52.4	$	41.4	$	33.2	$	26.6	$	82.3	$	250.9
Future Contractual Minimum Rental Revenues of Trusts’ Cars															$	40.9	$	46.8	$	38.7	$	31.8	$	21.4	$	68.9	$	248.5

Note 4. Equity Investment

In 2007, the Company and five other equity investors unrelated to the Company or its subsidiaries formed TRIP Rail Holdings LLC (“TRIP Holdings”) for the purpose of providing railcar leasing and management services in North America. TRIP Holdings, through its wholly-owned subsidiary, TRIP Rail Leasing LLC (“TRIP Leasing”) purchases railcars from the Company’s Rail and Leasing Groups funded by capital contributions from TRIP Holdings’ equity investors and third-party debt. The Company agreed to provide 20% of the total of all capital contributions required by TRIP Holdings up to a total commitment of $49.0 million in exchange for 20% of the equity in TRIP Holdings. In June 2008, the Company entered into an agreement with an equity investor of TRIP Holdings potentially requiring Trinity to acquire from the equity investor up to an additional 5% equity ownership in TRIP Holdings. In January 2009, the equity investor exercised the option requiring the Company to acquire an additional 5% equity ownership in TRIP Holdings for approximately $9.0 million. As a result, the Company now owns a 25% equity ownership in TRIP Holdings, increasing the Company’s total commitment by $12.3 million to $61.3 million, of which $51.4 million has been paid. The exercising of this agreement does not change the accounting treatment of TRIP Holdings in the Company’s consolidated financial statements. The Company ~~will receive 20%~~receives 25% of the distributions made from TRIP Holdings to equity investors and has a ~~20%~~25% interest in the net assets of TRIP Holdings upon a liquidation event. The terms of the Company’s ~~20%~~25% equity investment are identical to the terms of each of the other five equity investors. Railcars purchased from the Company by TRIP Leasing are required to be purchased at prices comparable with the prices of all similar railcars sold by the Company during the same period for new railcars and at prices based on third party appraised ~~value~~values for used railcars. The manager of TRIP Holdings, Trinity Industries Leasing Company (“TILC”), a wholly owned subsidiary of Trinity, may be removed without cause as a result of a majority vote of the non-Company equity members.

In 2008 and 2007, the Company contributed $14.6 and $21.3 million, respectively, in capital to TRIP Holdings equal to its 20% pro rata share of total capital received ~~in 2007~~during those years by TRIP Holdings from the equity investors of TRIP Holdings. During the three months ended March 31, 2009, Trinity funded ~~an additional $3.4~~$15.5 million ~~and $11.9 million, respectively, for the three and nine months ended September 30, 2008,~~ pursuant to Trinity’s ~~20%~~25% equity ownership obligation, ~~under the formation agreements for TRIP Holdings,~~ totaling a ~~$33.2~~$51.4 million investment in TRIP Holdings as of ~~September 30, 2008.~~March 31, 2009. Trinity’s remaining equity commitment exposure to TRIP Holdings is ~~$15.8~~$9.9 million ~~which is expected to be completely funded by the end of~~through June 2009. The Company also paid $13.8 million in structuring and placement fees to the principal underwriter in conjunction with the formation of TRIP Holdings that are expensed on a pro rata basis as railcars are purchased from the Company. For the three ~~and nine~~ months ended ~~September 30, 2008, $1.1~~March 31, 2009, $2.6 million ~~and $3.8 million, respectively,~~ of these structuring and placement fees were expensed, leaving a net unamortized balance of ~~$4.9~~$1.5 million as of ~~September 30, 2008.~~March 31, 2009. Such expense is treated as sales commissions included in operating costs in the Company’s Consolidated Statements of Operations. As of ~~September 30, 2008,~~March 31, 2009, TRIP Leasing had purchased ~~$900.8~~$1,158.0 million of railcars from the Company and ~~plans~~has the capacity to purchase an additional ~~$499.2~~$242.0 million. The Company has no obligation to guarantee performance under the debt agreement, guarantee any railcar residual values, shield any parties from losses, or guarantee minimum yields.

Sales of railcars to TRIP Leasing and related gains for the three ~~and nine~~ month periods ended ~~September 30,~~March 31, 2009 and 2008 ~~and 2007~~ are as follows:


	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30,				September 30,				March 31,
	2008		2007		2008		2007		2009		2008
	(in millions)								(in millions)
Rail Group:
Sales of railcars to TRIP Leasing	$	56.8	$	138.5	$	285.8	$	138.5	$	38.0	$	146.0
Gain on sales of railcars to TRIP Leasing	$	6.5	$	26.2	$	51.3	$	26.2	$	5.0	$	25.6
Deferral of gain on sales of railcars to TRIP Leasing based on Trinity’s 20% equity interest	$	1.4	$	5.3	$	10.3	$	5.3
Deferral of gain on sales of railcars to TRIP Leasing based on Trinity’s equity interest									$	1.2	$	5.1

TILC:
Sales of railcars to TRIP Leasing	$	52.6	$	93.8	$	98.8	$	187.5	$	132.1	$	37.9
Gain on sales of railcars to TRIP Leasing	$	7.1	$	15.9	$	16.1	$	30.3
Deferral of gain on sales of railcars to TRIP Leasing based on Trinity’s 20% equity interest	$	1.4	$	3.2	$	3.2	$	6.2
Recognition of previously deferred gain on sales of railcars to TRIP Leasing									$	24.8	$	7.2
Deferral of gain on sales of railcars to TRIP Leasing based on Trinity’s equity interest									$	6.2	$	1.4

Administrative fees paid to TILC by TRIP for the three ~~and nine~~ month periods ended ~~September 30,~~March 31, 2009 and 2008, were ~~$1.0~~$1.4 million and ~~$3.1~~$1.2 million, respectively. ~~Fees for the same period in the prior year were insignificant.~~

In June 2008, the Company entered into an agreement with an equity investor of TRIP Holdings potentially requiring Trinity to acquire from the equity investor up to an additional 5% equity ownership in TRIP Holdings if the option is exercised to its fullest extent. In that event, the Company would own a 25% equity ownership in TRIP Holdings, increasing the Company’s total commitment by $12.3 million to $61.3 million, of which $33.2 million had been paid. Should this agreement be exercised, the treatment of TRIP Holdings in the Company’s consolidated financial statements does not change. The exercise period for the agreement is from September 2008 until January 2009.

See Note 5 of the December 31, ~~2007~~2008 Consolidated Financial Statements filed on Form 10-K for additional information.

Note 5. Derivative Instruments

We use derivative instruments to mitigate the impact of increases in zinc, natural gas, and diesel fuel prices and interest rates, as well as to convert a portion of our variable-rate debt to fixed-rate debt. Additionally, we use derivative instruments to mitigate the impact of unfavorable fluctuations in foreign currency exchange rates. We also use derivatives to lock in fixed interest rates in anticipation of future debt issuances. ~~These swaps~~Derivative instruments designated as hedges are accounted for as cash flow hedges under SFAS ~~133.~~133, as amended.

Interest rate hedges

In anticipation of a future debt issuance, we entered into interest rate swap transactions during the fourth quarter of 2006 and during 2007. These instruments, with a notional amount of $370 million, hedged the interest rate on a portion of a future debt issuance associated with an anticipated railcar leasing transaction, which closed in May 2008. These instruments settled during the second quarter of 2008. The weighted average fixed interest rate under these instruments was 5.34%. These interest rate swaps ~~were being~~are accounted for as cash flow hedges with changes in the fair value of the instruments of $24.5 million ofrecorded as a loss ~~recorded~~ in Accumulated Other Comprehensive Loss (“AOCL”) through the date the related debt issuance closed with a principal balance of $572.2 million in May 2008. The balance is being amortized over the term of the related debt. ~~At September 30, 2008,~~On March 31, 2009, the balance remaining in AOCL was ~~$22.9~~$20.8 million. The effect on ~~the consolidated statement of operations~~interest expense for the three ~~and nine~~ months ended ~~September 30, 2008~~March 31, 2009, was ~~expense~~an increase of ~~$1.1~~$1.0 million ~~and $6.1 million, respectively.~~due to amortization of the AOCL balance. The effect on interest expense for the ~~nine~~three months ended ~~September 30,~~March 31, 2008, was ~~primarily~~an increase of $2.2 million due to the ineffective portion of the hedges primarily associated with hedged interest payments that will not be made. It is expected that $3.9 million in losses will be recognized in earnings during the next twelve months from amortization of the AOCL balance.

In May 2008, we entered into an interest rate swap transaction which is being used to fix the LIBOR component of the debt issuance which closed in May 2008. The fixed interest rate under this instrument is 4.126%. The amount recorded for this instrument as of ~~September 30, 2008~~March 31, 2009 in the consolidated balance sheet was a liability of ~~$0.9~~$52.3 million, with ~~$0.5~~$51.5 million of expense in AOCL. The effect on ~~the consolidated statement of operations~~interest expense for the three months ended March 31, 2009 was an increase of $5.0 million, which primarily related to the monthly settlement of interest.

During the fourth quarter of 2008, we entered into interest rate swap transactions, with a notional amount of $200 million, which are being used to counter our exposure to changes in the variable interest rate associated with our warehouse facility. The weighted average fixed interest rate under these instruments at March 31, 2009 was 1.798%. The amount recorded for these instruments as of March 31, 2009 in the consolidated balance sheet was a liability of $2.9 million. The effect on interest expense for the three months ended March 31, 2009 was an increase of $1.1 million, which included the mark to market valuation on the interest rate swap transactions and ~~nine month periods ended September 30, 2008 was expense~~the monthly settlement of ~~$2.3 million and $3.4 million, respectively.~~interest.

During 2005 and 2006, we entered into interest rate swap transactions in anticipation of a future debt issuance. These instruments, with a notional amount of $200 million, fixed the interest rate on a portion of a future debt issuance associated with a railcar leasing transaction in 2006 and settled at maturity in the first quarter of 2006. The weighted average fixed interest rate under these instruments was 4.87%. These interest rate swaps were being accounted for as cash flow hedges with changes in the fair value of the instruments of $4.5 million in income recorded in AOCL through the date the related debt issuance closed in May 2006. The balance is being amortized over the term of the related debt. At ~~September 30, 2008,~~March 31, 2009, the balance remaining in AOCL was ~~$3.5~~$3.3 million. The effect of the amortization on ~~the consolidated statement~~interest expense for each of ~~operations for~~ the three ~~and nine~~ month periods ended ~~September 30,~~March 31, 2009 and 2008 was ~~income~~a decrease of $0.1 ~~million and $0.3 million, respectively. The effect on the same periods in the prior year was $0.1 million and $0.3 million, respectively.~~million.

Natural gas and diesel fuel

We ~~continued~~continue a program to mitigate the impact of fluctuations in the price of natural gas and diesel fuel purchases. The intent of the program is to protect our operating profit from adverse price changes by entering into derivative instruments. For those instruments that do not qualify for hedge accounting treatment, any changes in their valuation are recorded directly to the consolidated statement of operations. In July of 2008, we settled our outstanding diesel fuel hedge contracts. The effect of the settled diesel fuel contracts on the consolidated statement of operations for the three and nine month periods ended September 30, 2008 was income of $1.1 million. The amount recorded in the consolidated balance sheet for ~~natural gas hedges~~these instruments was a liability of ~~$2.0~~$0.9 million as of ~~September 30, 2008~~March 31, 2009 and ~~$1.2~~$0.2 million of ~~expense~~income in ~~AOCL for both derivative instruments.~~AOCL. The effect of both derivatives on the consolidated statement of operations for the three ~~and nine~~ month ~~periods~~period ended ~~September 30, 2008~~March 31, 2009 was operating expense of ~~$0.4~~$1.8 million ~~and income of $9.5 million, respectively,~~ including losses of ~~$1.7 million and gains of $5.2~~$0.5 million resulting from the mark to market valuation for the three ~~and nine months~~

~~periods~~month period ended ~~September 30, 2008, respectively. For the three and nine month periods ended September 30, 2007 the~~March 31, 2009. The effect on the consolidated statement of operations for the three month period ended March 31, 2008 was operating income of ~~$0.1~~$1.4 million, including gains of $1.3 million resulting from the mark to market valuation for the three month period ended March 31, 2008.

Foreign Exchange Hedge

During the first quarter of 2009, we entered into a foreign exchange hedge to mitigate the impact on operating profit of unfavorable fluctuations in foreign currency exchange rates. This instrument is short term with quarterly maturities and ~~$1.1~~no remaining balance in AOCL. The effect on the consolidated statement of operations for the three months ended March 31, 2009 was expense of $0.2 million ~~respectively.~~included in other, net on the consolidated statement of operations.

Zinc

~~We also~~In 2008, we continued a program to mitigate the impact of fluctuations in the price of zinc purchases. The intent of this program iswas to protect our operating profit from adverse price changes by entering into derivative instruments. These instruments ~~are~~were short term with monthly maturities and no remaining balances in ~~AOCL as of September 30, 2008.~~AOCL. The effect on the consolidated statement of operations for the three months ended ~~September 30,~~March 31, 2008 was ~~not material. The effect on the consolidated statement of operations for the nine months ended September 30, 2008 was~~operating income of ~~$0.9 million and for the three and nine month periods ended September 30, 2007 was income of $1.2 million and $2.0 million, respectively.~~$0.5 million. We have not entered into any new zinc derivative instruments in 2009.

Note 6. Property, Plant, and Equipment

The following table summarizes the components of property, plant, and equipment as of ~~September 30, 2008~~March 31, 2009 and December 31, ~~2007.~~2008.


	September 30,			December 31,			March 31,			December 31,
	2008			2007			2009			2008
				(as reported)						(as reported)
	(in millions)						(in millions)
Corporate/Manufacturing:
Land	$	37.7		$	36.5		$	38.1		$	38.1
Buildings and improvements		366.2			341.3			420.5			401.4
Machinery and other		654.8			608.0			717.6			685.4
Construction in progress		66.4			79.8			33.1			50.7

		1,125.1			1,065.6			1,209.3			1,175.6
Less accumulated depreciation		(585.9	)		(565.4	)		(654.4	)		(620.2	)

		539.2			500.2			554.9			555.4

Leasing:
Machinery and other		36.6			36.1			37.6			37.0
Equipment on lease		2,635.2			1,996.7			2,929.6			2,973.2

		2,671.8			2,032.8			2,967.2			3,010.2
Less accumulated depreciation		(214.1	)		(214.4	)		(245.9	)		(232.7	)

		2,457.7			1,818.4			2,721.3			2,777.5

Deferred profit on railcars sold to the Leasing Group		(325.1	)		(248.8	)		(328.5	)		(342.3	)

	$	2,671.8		$	2,069.8		$	2,947.7		$	2,990.6

Note 7. Warranties

The Company provides warranties against workmanship and materials defects ranging from one to five years depending on the product. The warranty costs are estimated using a two step approach. First, an engineering estimate is made for the cost of all claims that have been filed by a customer. Second, based on historical claims experience, a cost is accrued for all products still within a warranty period for which no claims have been filed. The Company provides for the estimated cost of product warranties at the time revenue is recognized related to products covered by warranties and assesses the adequacy of the resulting reserves on a quarterly basis. The changes in the accruals for warranties for the three ~~and nine~~ month periods ended ~~September 30,~~March 31, 2009 and 2008 ~~and 2007~~ were as follows:


	Three Months Ended						Nine Months Ended						Three Months Ended
	September 30,						September 30,						March 31,
	2008			2007			2008			2007			2009			2008
	(in millions)												(in millions)
Beginning balance	$	29.6		$	26.2		$	28.3		$	28.6		$	25.7		$	28.3
Warranty costs incurred		(1.6	)		(1.9	)		(4.3	)		(8.3	)		(2.3	)		(1.3	)
Product warranty accrual		0.7			3.2			4.7			7.2			(0.8	)		1.6

Ending balance	$	28.7		$	27.5		$	28.7		$	27.5		$	22.6		$	28.6

Note 8. Debt

The following table summarizes the components of debt as of ~~September 30, 2008~~March 31, 2009 and December 31, ~~2007.~~2008.


	September 30,		December 31,		March 31,			December 31,
	2008		2007		2009			2008
			(as reported)					(adjusted)
	(in millions)				(in millions)
Corporate/Manufacturing — Recourse:
Revolving commitment	$	—	$	—	$	—		$	—
Convertible subordinated notes		450.0		450.0		450.0			450.0
Less: unamortized discount						(128.8	)		(131.2	)

						321.2			318.8

Senior notes		201.5		201.5		201.5			201.5
Other		3.0		3.1		2.7			2.7

		654.5		654.6		525.4			523.0

Leasing — Recourse:
Other						12.9			—
Equipment trust certificates		61.4		75.7		—			61.4

		715.9		730.3
						538.3			584.4

Leasing — Non-recourse:
Secured railcar equipment notes		323.5		334.1		316.4			320.0
Warehouse facility		157.3		309.8		310.2			312.7
Promissory notes		564.0		—		551.1			557.6

		1,044.8		643.9		1,177.7			1,190.3

Total debt	$	1,760.7	$	1,374.2	$	1,716.0		$	1,774.7

On January 1, 2009, we adopted the provisions of APB 14-1 as applicable to the Company’s 3 7/8% Convertible Subordinated Notes issued June 2006. APB 14-1 requires that the accounting for these types of instruments reflect their underlying economics by capturing the value of the conversion option as borrowing costs and recognizing their potential dilutive effects on earnings per share. APB 14-1 requires retrospective application to all periods presented and does not grandfather existing instruments.

As a result of adopting APB 14-1, on January 1, 2009, we recorded the following adjustments to amounts previously reported in our December 31, 2008 Consolidated Balance Sheet:


			Increase/(Decrease)
						Adjustments to
						income from debt
						issuance date
			Adjustments as of			through December
	Originally reported		debt issuance date			31, 2008			Adjusted
	(In millions)
Other assets	$	297.1	$	(3.2	)	$	(0.5	)	$	293.4
Deferred income taxes	$	341.9	$	56.6		$	(10.2	)	$	388.3
Debt	$	1,905.9	$	(152.6	)	$	21.4		$	1,774.7
Capital in excess of par value	$	519.9	$	92.8		$	—		$	612.7
Retained earnings	$	1,438.7	$	—		$	(11.7	)	$	1,427.0

These adjustments, required by APB 14-1, record the effects of (1) reclassifying $152.6 million to capital in excess of par value with an offsetting reduction to debt in the form of unamortized discount, the amount of the proceeds received from the issuance of the Convertible Subordinated Notes attributable to their conversion options; (2) reclassifying $3.2 million in debt origination costs related to the Convertible Subordinated Notes from other assets to capital in excess of par value; (3) recognizing additional amortization of debt discount and debt origination costs as an increase to interest expense for the period from the issuance of the Convertible Subordinated Notes through December 31, 2008; and (4) the corresponding effect of these adjustments on deferred tax expense and deferred tax liability.

Additionally, interest expense for the three months ended March 31, 2008 was increased by $2.2 million from amounts originally reported to include amortization of debt discount and debt origination costs with an offsetting tax benefit of $0.7 million. The effect of these adjustments for the three months ended March 31, 2008 was to decrease basic net income from continuing operations and in total per common share by $0.02 and to decrease diluted net income from continuing operations and in total per common share by $0.01. There was no change to the discontinued operations per common share data.

As of March 31, 2009 and December 31, 2008, as adjusted, capital in excess of par value included $92.8 million related to the estimated value of the Convertible Subordinated Notes’ conversion options. Debt discount recorded in the consolidated balance sheet is being amortized through June 1, 2018 to yield an effective annual interest rate of 8.42% based upon the estimated market interest rate for comparable non-convertible debt as of the issuance date of the Convertible Subordinated Notes. Total interest expense recognized on the Subordinated Convertible Notes for the three months ended March 31, 2009 and 2008 is as follows:


	Three Months Ended
	March 31,
	2009		2008
	(in millions)
Coupon rate interest	$	4.4	$	4.4
Amortized debt discount		2.3		2.2

	$	6.7	$	6.6

Trinity’s revolving credit facility requires maintenance of ratios related to interest coverage for the leasing and manufacturing operations, leverage, and minimum net worth. At September 30, 2008, there were no borrowings under our $425 million revolving credit facility. After $100.4 million was considered for letters of credit, $324.6 million was available under the revolving credit facility. Interest on the revolving credit facility is calculated at prime or LIBOR plus 75 basis points. At March 31, 2009, there were no borrowings under our $425 million revolving credit facility that matures on October 19, 2012. After $91.2 million was considered for letters of credit, $333.8 million was available under the revolving credit facility.

On October 15, 2008, the Company sent a notice to the holders of its Convertible Subordinated Notes. This notice, as required by the Indenture, notified the holders that as a result of increases in the Company’s dividend, the Conversion Rate has been adjusted to 19.2004 and the Conversion Price has been adjusted to $52.08.

In May 2008, Trinity Rail Leasing VI LLC, a Delaware limited liability company (“TRL VI”), a limited purpose, indirect wholly-owned subsidiary of Trinity, issued $572.2 million of 30-year promissory notes (the “Promissory Notes”) to financial institutions. The Promissory Notes were secured by a portfolio of railcars valued at approximately $743.1 million, operating leases thereon, and certain cash reserves. The Promissory Notes are obligations of TRL VI and are non-recourse to Trinity. TRL VI acquired the railcars securing the Promissory Notes by purchase from TILC and a subsidiary. The proceeds were used to repay a portion of our warehouse facility and to finance unencumbered railcars on our consolidated balance sheet. TILC entered into certain agreements relating to the transfer of the railcars to TRL VI and the management and servicing of TRL VI’s assets. The Promissory Notes bear interest at a floating rate of one-month LIBOR plus a margin of 1.50%. The LIBOR portion of the interest rate on the Promissory Notes is fixed at approximately 4.13% for the first seven years from the date of issuance of the Promissory Notes through interest rate hedges. The interest rate margin on the Promissory Notes will increase by 0.50% on each of the seventh and eighth anniversary dates of the issuance of the Promissory Notes and by an additional 2.00% on the tenth anniversary date of the issuance of the Promissory Notes. The Promissory Notes may be prepaid at any time and may be prepaid without penalty at any time after the third anniversary date of the issuance of the Promissory Notes.

~~In February 2008, TILC increased its warehouse facility to~~ $600 million ~~with the availability period of the facility remaining through August 2009. This~~warehouse facility, established to finance railcars owned by TILC, had ~~$157.3~~$310.2 million outstanding as of ~~September 30, 2008.~~March 31, 2009. The warehouse facility matures August 2009 and, unless renewed, will be payable in three equal installments in February 2010, August 2010, and February 2011. Railcars financed by the warehouse facility have historically been refinanced under long-term financing agreements. Specific railcars and the underlying leases secure the facility. Advances under the facility may not exceed 78% of the fair market value of the eligible railcars securing the facility as defined by the agreement. Advances under the facility bear interest at a defined index rate plus a margin, for an all-in interest rate of ~~3.59%~~1.76% at ~~September 30, 2008.~~March 31, 2009. At ~~September 30, 2008, $442.7~~March 31, 2009, $289.8 million was available under this facility.

Terms and conditions of other debt, including recourse and non-recourse provisions, are described in Note 10 of the December 31, ~~2007~~2008 Consolidated Financial Statements filed on Form 10-K.

The remaining principal payments under existing debt agreements as of ~~September 30, 2008~~March 31, 2009 are as follows:


	Remaining												Remaining
	three months												nine months
	of 2008		2009		2010		2011		2012		Thereafter		of 2009		2010		2011		2012		2013		Thereafter
	(in millions)																(in millions)
Recourse:
Corporate/Manufacturing	$	0.4	$	0.6	$	0.2	$	0.3	$	0.2	$	652.8	$	0.6	$	0.4	$	0.3	$	0.3	$	0.2	$	652.4
Leasing – equipment trust certificates (Note 3)		—		61.4		—		—		—		—
Leasing (Note 3)														0.3		0.5		0.6		0.6		0.6		10.3

Non-recourse:
Leasing – secured railcar equipment notes (Note 3)		3.6		15.3		16.5		14.9		13.7		259.5
Leasing – warehouse facility (Note 3)		1.4		4.3		101.1		50.5		—		—
Leasing – promissory notes (Note 3)		6.4		26.3		27.6		29.0		30.9		443.8
Leasing — secured railcar equipment notes (Note 3)														11.7		16.5		14.9		13.7		15.4		244.2

Leasing — warehouse facility (Note 3)														8.4		2.7		—		—		—		—

Leasing — promissory notes (Note 3)														19.8		27.6		29.0		30.9		28.8		415.0

Total principal payments excluding termination of warehouse facility														40.8		47.7		44.8		45.5		45.0		1,321.9
Warehouse facility termination payments														—		199.4		99.7		—		—		—


Total principal payments	$	11.8	$	107.9	$	145.4	$	94.7	$	44.8	$	1,356.1	$	40.8	$	247.1	$	144.5	$	45.5	$	45.0	$	1,321.9

Note 9. Other, Net

Other, net (income) expense consists of the following items:


	Three Months Ended						Nine Months Ended						Three Months Ended
	September 30,						September 30,						March 31,
	2008			2007			2008			2007			2009			2008
	(in millions)												(in millions)
Gain on disposition of property, plant, and equipment	$	(0.3	)	$	(3.4	)	$	(10.8	)	$	(17.5	)	$	(2.6	)	$	(0.1	)
Foreign currency exchange transactions		1.4			(0.2	)		(2.0	)		(1.8	)		2.7			(0.7	)
Write-down of equity investment		—			—			—			5.4
(Gain) loss on equity investments		(0.1	)		0.5			(0.5	)		0.9
Gain on equity investments														(0.6	)		(0.2	)
Other		(2.1	)		(0.5	)		(1.1	)		(1.5	)		(0.1	)		(0.1	)

Other, net	$	(1.1	)	$	(3.6	)	$	(14.4	)	$	(14.5	)	$	(0.6	)	$	(1.1	)

Note 10. Income Taxes

~~On January 1, 2007, we adopted the provisions of FASB Interpretation No. 48 (“FIN 48”),~~~~Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109.~~~~See Note 12 of the December 31, 2007 Consolidated Financial Statements filed on Form 10-K for a detailed explanation of the impact of FIN 48.~~

The change in unrecognized tax benefits for the ~~nine~~three months ended ~~September 30,~~March 31, 2009 and 2008 ~~and 2007 was~~were as follows:


	Nine Months Ended						Three Months Ended
	September 30,						March 31,
	2008			2007			2009			2008
	(in millions)						(in millions)
Beginning balance	$	23.7		$	32.0		$	32.9		$	23.7
Additions for tax positions related to the current year		2.0			—			0.7			—
Additions for tax positions of prior years		5.9			1.9			0.3			3.9
Reductions for tax positions of prior years		(1.6	)		(11.3	)		(1.1	)		(1.0	)
Expiration of statute of limitations		(0.4	)		—
Settlements		—			(0.5	)

Ending balance	$	29.6		$	22.1		$	32.8		$	26.6

The additions for the ~~nine~~three months ended ~~September 30, 2008,~~March 31, 2009, were amounts provided for tax positions previously taken in foreign jurisdictions and tax positions taken for federal and state income tax purposes as well as deferred tax liabilities that have been ~~reclassed~~reclassified to uncertain tax positions.

The reduction for tax positions of prior years for the ~~nine~~three months ended ~~September 30, 2008~~March 31, 2009 related primarily to the completion of state audits in which the Company’s tax position was not challenged by the state and for which the position is now effectively settled.

The total amount of unrecognized tax benefits including interest and penalties at ~~September 30, 2008~~March 31, 2009 that would affect the Company’s effective tax rate if recognized was ~~$16.7~~$16.5 million. There is a reasonable possibility that unrecognized ~~Federal~~federal and state tax benefits will decrease by ~~September 30, 2009~~March 31, 2010 due to a lapse in the statute of limitations for assessing tax. ~~As of September 30, 2008, the amounts~~Amounts subject to a lapse in statute by ~~September 30, 2009 totaled $0.4~~March 31, 2010 are $0.1 million. Further, there is a reasonable possibility that the unrecognized federal tax benefits ~~related to Federal and state tax positions~~ will decrease ~~significantly~~ by ~~September 30, 2009~~March 31, 2010 due to settlements with taxing authorities. ~~As of September 30, 2008, the amounts~~Amounts expected to settle ~~or lapse in the statute of limitations~~ by ~~September 30, 2009 totaled $7.8~~March 31, 2010 are $11.3 million.

Trinity accounts for interest expense and penalties related to income tax issues as income tax expense. Accordingly, interest expense and penalties associated with an uncertain tax position are included in the income tax provision. The total amount of accrued interest and penalties as of ~~September 30, 2008~~March 31, 2009 and December 31, ~~2007~~2008 was ~~$10.0~~$11.8 million and ~~$8.0~~$10.6 million, respectively.

Income tax expense for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2009 and 2008, included ~~$(0.9)~~$1.2 million and $1.9 million, respectively, in interest expense and penalties related to uncertain tax positions. Income tax expense for the three and nine months ended September 30, 2007, included $(0.7) million and $1.7$2.3 million, respectively, in interest expense and penalties related to uncertain tax positions.

We are currently under Internal Revenue Service (“IRS”) examination for the tax years ended 1998 through 2002 and 2004 through 2005, thus our statute remains open from the year ended March 31, 1998, forward. Due to known disagreements with the IRS on certain issues, we expect the 2004 through 2005 examination to continue for an undeterminable period as those issues are resolved at the agent and appeals levels. We expect the 1998 through 2002 examination to be completed within the next three months and expect the majority of issues on the 2004 through 2005 examination to ~~six~~be resolved within the next several months. ~~All but one issue has been agreed~~There are certain issues upon ~~by us and~~which the IRS and ~~that issue has been litigated in Tax Court.~~the Company currently disagree, thus the statute related to the 2004 through 2005 examination may remain open for an undeterminable period.

In addition, statutes of limitations governing the right of Mexico’s tax authorities to audit the tax returns of our ~~Mexican~~ operations in Mexico remain open for the 2002 tax year forward. Our ~~Mexican~~Mexico subsidiaries are currently under audit for ~~their~~the 2002 and 2003 tax years. Additionally, our Swiss subsidiary is under audit for the 2006 tax year. We expect these ~~non-U.S. tax~~ examinations to be completed within the next three ~~to six~~ months. Our various European subsidiaries, including ~~the~~ subsidiaries that were sold ~~during~~in 2006, are impacted by various statutes of limitations which are generally open from 2003 forward. An exception to this is our discontinued ~~Romanian~~ operations in Romania, which have been audited through 2004. Generally, states’ statutes in the United States are open from 2002 forward.

In the preparation of the 2008 income tax returns, the Company expects that the ultimate income tax refund will be $91.7 million. This has been adjusted from the previous expectation of $98.7 million. This refund is primarily due to expected tax losses that will be carried back and applied against previous years’ tax liabilities resulting in a refund of taxes previously paid. The Company expects to receive these refunds in 2009.

Note 11. Employee Retirement Plans

The following table summarizes the components of net periodic pension cost for the Company.


	Three Months Ended						Nine Months Ended						Three Months Ended
	September 30,						September 30,						March 31,
	2008			2007			2008			2007			2009			2008
	(in millions)												(in millions)
Service cost	$	2.5		$	2.8		$	7.3		$	8.5		$	2.2		$	2.4
Interest		5.2			4.9			15.6			14.7			5.5			5.2
Expected return on assets		(5.1	)		(4.4	)		(15.1	)		(13.2	)
Expected return on plan assets														(4.0	)		(5.0	)
Amortization and deferral		0.5			1.1			1.5			3.2			1.9			0.5
Curtailment														(0.3	)		—
Profit sharing		2.2			1.9			6.1			5.2			3.0			2.0

Net expenses	$	5.3		$	6.3		$	15.4		$	18.4		$	8.3		$	5.1

During the first quarter of 2009, the Company amended its Supplemental Retirement Plan (the “Supplemental Plan”) to reduce future retirement plan costs. This amendment provides that all benefit accruals under the Supplemental Plan shall cease effective March 31, 2009, and the Supplemental Plan will be frozen as of that date. In addition, the Company amended the Trinity Industries, Inc. Standard Pension Plan (the “Pension Plan”). The amendment was designed to reduce future pension costs and provides that, effective March 31, 2009, all future benefit accruals under the Pension Plan will automatically cease for all participants, and the accrued benefits under the Pension Plan will be determined and frozen as of

that date. Accordingly, as a result of these amendments, accrued pension liability was reduced by $44.1 million with an offsetting reduction in funded status of pension liability included in AOCL.

Trinity contributed ~~$13.9~~$8.5 million and ~~$21.6~~$3.5 million to the Company’s defined benefit pension plans for the three ~~and nine~~ month periods ended ~~September 30,~~March 31, 2009 and 2008, ~~respectively. Trinity contributed $6.3 million and $12.7 million to the Company’s defined benefit pension plans for the three and nine month periods ended September 30, 2007,~~ respectively. Total contributions to ~~our~~the Company’s pension plans in ~~2008~~2009 are expected to be approximately ~~$25.6~~$19.1 million.

Note 12. Accumulated Other Comprehensive Loss

Comprehensive net income is as follows:


	Three Months Ended						Nine Months Ended						Three Months Ended
	September 30,						September 30,						March 31,
	2008			2007			2008			2007			2009			2008
	(in millions)												(in millions)
Net income	$	90.1		$	87.0		$	241.0		$	214.8		$	33.9		$	63.8
Other comprehensive income (loss):
Change in currency translation adjustments, net of tax expense of $0.1, $0.1, $0.1, and $0.1		—			0.2			0.1			0.2
Change in unrealized loss on derivative financial instruments, net of tax (benefit) of $(2.6), $(4.4), $(3.4), and $(0.3)		(5.1	)		(7.1	)		(5.4	)		(0.4	)
Other changes net of tax (benefit) of $—, $—, $(0.4), and $—		—			—			(0.6	)		—
Change in funded status of pension liability, net of tax expense of $16.4 and $—														27.7			—
Change in unrealized loss on derivative financial instruments, net of tax expense (benefit) of $2.4 and $(6.9)														4.5			(12.9	)
Other changes, net of tax (benefit) of $(0.5) and $—														(0.8	)		—

Comprehensive net income	$	85.0		$	80.1		$	235.1		$	214.6		$	65.3		$	50.9

The components of accumulated other comprehensive loss are as follows:


	September 30,			December 31,			March 31,			December 31,
	2008			2007			2009			2008
				(as reported)						(as reported)
	(in millions)						(in millions)
Currency translation adjustments	$	(17.2	)	$	(17.3	)	$	(17.1	)	$	(17.1	)
Unrealized loss on derivative financial instruments		(13.9	)		(8.5	)		(52.3	)		(56.8	)
Funded status of pension liability		(35.8	)		(35.8	)		(58.7	)		(86.4	)
Other items		(0.6	)		—
Other changes								(1.8	)		(1.0	)

	$	(67.5	)	$	(61.6	)	$	(129.9	)	$	(161.3	)

Note 13. Stock-Based Compensation

Stock-based compensation totaled approximately ~~$4.9~~$3.9 million and ~~$15.0~~$5.0 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2009 and 2008, respectively. ~~Stock-based compensation totaled approximately $5.3 million and $13.5 million for the three and nine months ended September 30, 2007, respectively.~~

Note 14. Net Income Per Common Share

On January 1, 2009, we adopted the provisions of FSP EITF 03-6-1 requiring that unvested share-based payment awards containing non-forfeitable rights to dividends be considered participating securities and included in the computation of earnings per share pursuant to the two-class method. FSP EITF 03-6-1 requires that, upon adoption, all prior period earnings per share data presented be adjusted retrospectively. The effect of adopting FSP EITF 03-6-1 for the three months ended March 31, 2008 was to decrease basic and diluted net income from continuing operations and in total per common share by $0.02. There was no change to the discontinued operations per common share data.

Basic net income per common share is computed by dividing net income remaining after allocation to unvested restricted shares by the weighted average number of common shares outstanding for the period. Except when the effect would be anti-dilutive, the calculation of diluted net income per common share includes the net impact of unvested restricted shares and shares that could be issued under outstanding stock options. ~~Anti-dilutive~~Total weighted average restricted shares and stock options having an antidilutive effect on diluted earnings per share were 3.8 million shares and 2.4 million shares for the three ~~and nine~~ month periods ended ~~September 30,~~March 31, 2009 and 2008, ~~were equivalent to 0.1 million and 0.2 million shares,~~ respectively. ~~Anti-dilutive stock options for the three and nine month periods ended September 30, 2007 were equivalent to 0.2 million and 0.1 million shares.~~

The computation of basic and diluted net income applicable to common stockholders is as follows:

Three Months Ended Three Months Ended
September 30, 2008 September 30, 2007
(in millions, except per share amounts)
Income Average Income Average
(Loss) Shares EPS (Loss) Shares EPS

Income from continuing operations – basic $ 91.5 79.1 $ 1.16 $ 87.2 79.1 $ 1.10

Effect of dilutive securities:
Stock options — 1.3 — 1.5

Income from continuing operations – diluted $ 91.5 80.4 $ 1.14 $ 87.2 80.6 $ 1.08

Loss from discontinued operations, net of taxes – basic $ (1.4 ) 79.1 $ (0.02 ) $ (0.2 ) 79.1 $ —

Effect of dilutive securities:
Stock options — 1.3 — 1.5

Loss from discontinued operations, net of taxes – diluted $ (1.4 ) 80.4 $ (0.02 ) $ (0.2 ) 80.6 $ —


	Nine Months Ended								Nine Months Ended							Three Months Ended							Three Months Ended
	September 30, 2008								September 30, 2007							March 31, 2009							March 31, 2008
	(in millions, except per share amounts)															(in millions, except per share amounts)
	Income			Average					Income			Average				Income			Average				Income			Average
	(Loss)			Shares		EPS			(Loss)			Shares		EPS		(Loss)			Shares		EPS		(Loss)			Shares		EPS

Income from continuing operations – basic	$	242.7			79.0	$	3.07		$	215.3			78.8	$	2.73

Income from continuing operations																$	34.0						$	64.1
Income allocable to unvested restricted shares																	(1.1	)						(1.9	)


Income from continuing operations —basic																	32.9			76.6	$	0.43		62.2			78.9	$	0.79

Effect of dilutive securities:
Stock options		—			1.5					—			1.7				—			0.0				—			0.4


Income from continuing operations – diluted	$	242.7			80.5	$	3.01		$	215.3			80.5	$	2.67
Income from continuing operations — diluted																$	32.9			76.6	$	0.43	$	62.2			79.3	$	0.78


Loss from discontinued operations, net of taxes – basic	$	(1.7	)		79.0	$	(0.02	)	$	(0.5	)		78.8	$	—
Loss from discontinued operations, net of taxes																$	(0.1	)					$	(0.3	)

Loss allocable to unvested restricted shares																	0.0							0.0


Loss from discontinued operations, net of taxes — basic																$	(0.1	)		76.6	$	0.00	$	(0.3	)		78.9	$	0.00

Effect of dilutive securities:
Stock options		—			1.5					—			1.7				—			0.0				—			0.4

Loss from discontinued operations, net of taxes – diluted	$	(1.7	)		80.5	$	(0.02	)	$	(0.5	)		80.5	$	—
Loss from discontinued operations, net of taxes — diluted																$	(0.1	)		76.6	$	0.00	$	(0.3	)		79.3	$	0.00

Note 15. Contingencies

Barge Litigation

The Company and its wholly owned subsidiary, Trinity Marine Products, Inc. (“TMP”), were co-defendants in a class-action lawsuit filed in April 2003 entitled Waxler Transportation Company, Inc. v. Trinity Marine Products, Inc., et al. (Suit No. 49-741, Division “B” in the 25^th Judicial District Court in and for the Parish of Plaquemines, Louisiana: the “Waxler Case”). A settlement of this case was approved by the court and became final February 9,13, 2008. The Court Appointed Disbursing Agent (“CADA”) has prepared an Allocation Plan and Distribution Plan for the disbursement of settlement compensation that ~~is pending Court approval.~~was approved by the court on November 14, 2008. As of ~~September 30, 2008,~~March 31, 2009, based on instructions from the CADA to the settlement funds escrow agent, the Company ~~has~~had received ~~$2.0~~$2.9 million in refund of unclaimed settlement funds.

Other Litigation and Contingencies

Transit Mix was named as a defendant in a case involving the death of an employee of an independent contractor who was working at a Transit Mix facility. A jury verdict in favor of the plaintiff was appealed and a take-nothing judgment was rendered by the Eleventh Court of Appeals, State of Texas. Plaintiffs filed a motion for rehearing in such court, which was denied. On March 22, 2007, Plaintiffs filed their Petition for Review with the Texas Supreme Court. The Texas Supreme Court denied the Plaintiff’s Petition for Review on February 22, 2008, and the Plaintiff filed a Motion for Rehearing on April 9, 2008. The Motion for Rehearing was denied by the Texas Supreme Court on June 27, 2008. On September 25, 2008, Plaintiffs filed a Writ of Certiorari with the United States Supreme Court and the Company ~~plans to file a brief response in opposition.~~

~~We also are~~is involved in other claims and lawsuits incidental to our business. Based on information currently available, it is management’s opinion that the ultimate outcome of all current litigation and other claims, including settlements, in the aggregate will not have a material adverse effect on the Company’s overall financial condition for purposes of financial reporting. However, resolution of certain claims or lawsuits by settlement or otherwise could have a significant impact on the operating results of the reporting period in which such resolution occurs.

We are subject to Federal, state, local, and foreign laws and regulations relating to the environment and the workplace. We have reserved ~~$8.1~~$7.5 million to cover our probable and estimable liabilities with respect to the investigations, assessments, and remedial responses to such matters, taking into account currently available information and our contractual rights to indemnification and recourse to third parties. However, estimates of liability arising from future proceedings, assessments, or remediation are inherently imprecise. Accordingly, there can be no assurance that we will not

become involved in future litigation or other proceedings involving the environment and the workplace or, if we are found to be responsible or liable in any such litigation or proceeding, that such costs would not be material to the Company. Other than with respect to the foregoing, we believe that we are currently in substantial compliance with environmental and workplace laws and regulations.

Note 16. Financial Statements for Guarantors of the Senior Debt

The Company’s senior debt isand certain operating leases are fully and unconditionally and jointly and severally guaranteed by certain of Trinity’s wholly owned subsidiaries: Transit Mix Concrete & Materials Company, Trinity Industries Leasing Company, Trinity Marine Products, Inc., Trinity Rail Group, LLC, Trinity North American Freight Car, Inc., Trinity Tank Car, Inc., and Trinity Parts & Components, LLC. No other subsidiaries guarantee the senior debt. As of ~~September 30, 2008,~~March 31, 2009, assets held by the non-guarantor subsidiaries include ~~$131.7~~$122.5 million of restricted assets that are not available for distribution to Trinity Industries, Inc. (“Parent”), ~~$1,341.0~~$1,575.9 million of equipment securing certain debt, ~~$107.1~~$106.6 million of equipment securing certain lease obligations held by the non-guarantor subsidiaries, and ~~$301.5~~$240.6 million of assets located in foreign locations. As of December 31, ~~2007,~~2008, assets held by the non-guarantor subsidiaries include ~~$129.1~~$120.2 million of restricted assets that are not available for distribution to the Parent, ~~$811.1~~$1,546.5 million of equipment securing certain debt, ~~$109.8~~$107.2 million of equipment securing certain lease obligations held by the non-guarantor subsidiaries, and ~~$277.9~~$266.9 million of assets located in foreign locations.

~~Statement of Operations~~
~~For the Three Months Ended September 30, 2008~~

Combined
Combined Non-
Guarantor Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
(in millions)
Revenues
$ (0.1 ) $ 769.1 $ 576.9 $ (191.3 ) $ 1,154.6
Cost of revenues
15.1 647.8 457.2 (191.3 ) 928.8
Selling, engineering, and administrative expenses
12.5 27.4 22.9 — 62.8

27.6 675.2 480.1 (191.3 ) 991.6

Operating profit (loss)
(27.7 ) 93.9 96.8 — 163.0
Other (income) expense
(109.9 ) 5.4 15.1 112.6 23.2

Income from continuing operations before income taxes
82.2 88.5 81.7 (112.6 ) 139.8
Provision (benefit) for income taxes
(7.9 ) 29.6 26.6 — 48.3

Income from continuing operations
90.1 58.9 55.1 (112.6 ) 91.5
Loss from discontinued operations, net of benefit for income taxes of $(0.1)
— — (1.4 ) — (1.4 )

Net income
$ 90.1 $ 58.9 $ 53.7 $ (112.6 ) $ 90.1

~~Statement of Operations~~
~~For the Nine Months Ended September 30, 2008~~

Combined
Combined Non-
Guarantor Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
(in millions)
Revenues
$ 6.2 $ 1,958.9 $ 1,505.3 $ (471.4 ) $ 2,999.0
Cost of revenues
77.9 1,572.0 1,197.3 (471.4 ) 2,375.8
Selling, engineering and administrative expenses
30.3 86.6 67.1 — 184.0

108.2 1,658.6 1,264.4 (471.4 ) 2,559.8

Operating profit (loss)
(102.0 ) 300.3 240.9 — 439.2
Other (income) expense
(312.8 ) 1.9 43.9 319.4 52.4

Income from continuing operations before income taxes
210.8 298.4 197.0 (319.4 ) 386.8
Provision (benefit) for income taxes
(30.2 ) 104.2 70.1 — 144.1

Income from continuing operations
241.0 194.2 126.9 (319.4 ) 242.7
Loss from discontinued operations, net of benefit for income taxes of ($0.2)
— — (1.7 ) — (1.7 )

Net income
$ 241.0 $ 194.2 $ 125.2 $ (319.4 ) $ 241.0

Statement of Operations
For the Three Months Ended ~~September 30, 2007~~March 31, 2009


							Combined															Combined
				Combined			Non-												Combined			Non-
				Guarantor			Guarantor												Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated			Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(in millions)															(in millions)
Revenues	$	3.2		$	721.6		$	408.8		$	(125.2	)	$	1,008.4		$	—		$	525.0		$	343.4		$	(74.9	)	$	793.5
Cost of revenues		44.9			556.7			328.5			(125.2	)		804.9			12.1			438.8			285.3			(74.9	)		661.3
Selling, engineering, and administrative expenses		7.5			29.7			19.4			—			56.6			7.5			23.0			18.4			—			48.9

		52.4			586.4			347.9			(125.2	)		861.5			19.6			461.8			303.7			(74.9	)		710.2

Operating profit (loss)		(49.2	)		135.2			60.9			—			146.9			(19.6	)		63.2			39.7			—			83.3
Other (income) expense		(121.6	)		(21.4	)		13.1			143.3			13.4			(47.0	)		(1.4	)		20.0			56.5			28.1

Income from continuing operations before income taxes		72.4			156.6			47.8			(143.3	)		133.5			27.4			64.6			19.7			(56.5	)		55.2
Provision (benefit) for income taxes		(14.6	)		42.9			18.0			—			46.3			(6.5	)		19.9			7.8			—			21.2

Income from continuing operations		87.0			113.7			29.8			(143.3	)		87.2			33.9			44.7			11.9			(56.5	)		34.0
Loss from discontinued operations, net of benefit for income taxes of ($0.1)		—			—			(0.2	)		—			(0.2	)
Loss from discontinued operations, net of benefit for income taxes of $(0.0)																	—			—			(0.1	)		—			(0.1	)

Net income	$	87.0		$	113.7		$	29.6		$	(143.3	)	$	87.0		$	33.9		$	44.7		$	11.8		$	(56.5	)	$	33.9

Statement of Operations
For the ~~Nine~~Three Months Ended ~~September 30, 2007~~March 31, 2008 (adjusted)

Combined
Combined Non-
Guarantor Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
(in millions)
Revenues $ 56.2 $ 1,881.1 $ 1,220.9 $ (428.7 ) $ 2,729.5
Cost of revenues 167.7 1,460.6 994.9 (428.7 ) 2,194.5
Selling, engineering and administrative expenses 28.0 84.5 55.8 — 168.3

195.7 1,545.1 1,050.7 (428.7 ) 2,362.8

Operating profit (loss) (139.5 ) 336.0 170.2 — 366.7
Other (income) expense (313.9 ) 1.4 41.2 303.8 32.5

Income from continuing operations before income taxes 174.4 334.6 129.0 (303.8 ) 334.2
Provision (benefit) for income taxes (40.4 ) 112.9 46.4 — 118.9

Income from continuing operations 214.8 221.7 82.6 (303.8 ) 215.3
Loss from discontinued operations, net of benefit for income taxes of ($0.2) — — (0.5 ) — (0.5 )

Net income $ 214.8 $ 221.7 $ 82.1 $ (303.8 ) $ 214.8

~~Balance Sheet~~
~~September 30, 2008~~

Combined
Combined Non-
Guarantor Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
(in millions)
Assets:

Cash and cash equivalents
$ 162.6 $ 0.8 $ 19.8 $ — $ 183.2
Receivables, net of allowance
0.8 169.6 183.2 — 353.6
Inventory
— 448.0 234.2 — 682.2
Property, plant, and equipment, net
20.8 880.0 1,771.0 — 2,671.8
Investments in subsidiaries/intercompany receivable (payable), net
2,649.4 (49.8 ) 413.4 (3,013.0 ) —
Goodwill and other assets
96.5 437.7 305.1 (2.5 ) 836.8

$ 2,930.1 $ 1,886.3 $ 2,926.7 $ (3,015.5 ) $ 4,727.6

Liabilities:

Accounts payable and accrued liabilities
$ 226.6 $ 183.0 $ 221.6 $ — $ 631.2
Debt
651.5 64.4 1,044.8 — 1,760.7
Deferred income
62.9 3.2 3.5 — 69.6
Other liabilities
61.0 274.8 4.7 (2.5 ) 338.0
Total stockholders’ equity
1,928.1 1,360.9 1,652.1 (3,013.0 ) 1,928.1

$ 2,930.1 $ 1,886.3 $ 2,926.7 $ (3,015.5 ) $ 4,727.6


							Combined
				Combined			Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(in millions)
Revenues	$	2.6		$	594.9		$	436.7		$	(135.3	)	$	898.9
Cost of revenues		38.8			458.3			354.7			(135.3	)		716.5
Selling, engineering, and administrative expenses		5.5			29.0			21.7			—			56.2

		44.3			487.3			376.4			(135.3	)		772.7

Operating profit (loss)		(41.7	)		107.6			60.3			—			126.2
Other (income) expense		(92.2	)		(0.2	)		14.7			97.5			19.8

Income from continuing operations before income taxes		50.5			107.8			45.6			(97.5	)		106.4
Provision (benefit) for income taxes		(13.3	)		38.3			17.3			—			42.3

Income from continuing operations		63.8			69.5			28.3			(97.5	)		64.1
Loss from discontinued operations, net of benefit for income taxes of 0.1		—			—			(0.3	)		—			(0.3	)

Net income	$	63.8		$	69.5		$	28.0		$	(97.5	)	$	63.8

Balance Sheet
March 31, 2009


					Combined
			Combined		Non-
			Guarantor		Guarantor
	Parent		Subsidiaries		Subsidiaries		Eliminations			Consolidated
	(in millions)
Assets:
Cash and cash equivalents	$	150.5	$	1.4	$	18.5	$	—		$	170.4
Receivables, net of allowance		0.1		77.3		128.4		—			205.8
Income tax receivable		91.7		—		—		—			91.7
Inventory		0.3		375.7		183.1		—			559.1
Property, plant, and equipment, net		20.4		881.5		2,045.8		—			2,947.7
Investments in subsidiaries/intercompany receivable (payable), net		2,416.8		80.1		518.4		(3,015.3	)		—
Goodwill and other assets		137.5		441.3		284.9		(68.8	)		794.9

	$	2,817.3	$	1,857.3	$	3,179.1	$	(3,084.1	)	$	4,769.6

Liabilities:
Accounts payable and accrued liabilities	$	196.4	$	127.4	$	205.2	$	—		$	529.0
Debt		522.6		15.6		1,177.8		—			1,716.0
Deferred income		70.1		4.3		3.5		—			77.9
Deferred income taxes		—		456.7		26.6		(68.8	)		414.5
Other liabilities		62.3		0.9		3.1		—			66.3
Total stockholders’ equity		1,965.9		1,252.4		1,762.9		(3,015.3	)		1,965.9

	$	2,817.3	$	1,857.3	$	3,179.1	$	(3,084.1	)	$	4,769.6

Balance Sheet
December 31, ~~2007~~2008
~~(as reported)~~(adjusted)


						Combined											Combined
			Combined			Non-									Combined		Non-
			Guarantor			Guarantor									Guarantor		Guarantor
	Parent		Subsidiaries			Subsidiaries		Eliminations			Consolidated		Parent		Subsidiaries		Subsidiaries		Eliminations			Consolidated
	(in millions)												(in millions)
Assets:
Cash and cash equivalents	$	238.0	$	0.7		$	50.9	$	—		$	289.6	$	139.7	$	2.1	$	20.0	$	—		$	161.8
Receivables, net of allowance		5.8		156.6			134.1		—			296.5		0.4		90.0		160.9		—			251.3
Income tax receivable														98.7		—		—		—			98.7
Inventory		5.3		412.1			169.3		—			586.7		0.3		407.7		203.8		—			611.8
Property, plant, and equipment, net		22.5		807.1			1,240.2		—			2,069.8		20.7		957.7		2,012.2		—			2,990.6
Investments in subsidiaries/ intercompany receivable (payable), net		2,271.3		(522.4	)		314.2		(2,063.1	)		—		2,399.5		217.5		497.2		(3,114.2	)		—
Goodwill and other assets		227.4		440.9			264.2		(131.9	)		800.6		215.1		438.4		285.9		(141.5	)		797.9

	$	2,770.3	$	1,295.0		$	2,172.9	$	(2,195.0	)	$	4,043.2	$	2,874.4	$	2,113.4	$	3,180.0	$	(3,255.7	)	$	4,912.1


Liabilities:
Accounts payable and accrued liabilities	$	307.4	$	174.2		$	202.7	$	—		$	684.3	$	269.0	$	184.0	$	246.4	$	—		$	699.4
Debt		651.7		78.5			644.0		—			1,374.2		520.3		64.2		1,190.2		—			1,774.7
Deferred income		32.3		3.9			22.2	��	—			58.4		64.9		3.3		3.6		—			71.8
Deferred income taxes														46.4		456.8		26.6		(141.5	)		388.3
Other liabilities		52.2		274.8			4.5		(131.9	)		199.6		61.5		0.9		3.2		—			65.6
Total stockholders’ equity		1,726.7		763.6			1,299.5		(2,063.1	)		1,726.7		1,912.3		1,404.2		1,710.0		(3,114.2	)		1,912.3

	$	2,770.3	$	1,295.0		$	2,172.9	$	(2,195.0	)	$	4,043.2	$	2,874.4	$	2,113.4	$	3,180.0	$	(3,255.7	)	$	4,912.1

Statement of Cash Flows
For the Three Months Ended March 31, 2009


							Combined
				Combined			Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations		Consolidated
	(in millions)

Net cash provided (required) by operating activities	$	21.9		$	(34.0	)	$	63.7		$	—	$	51.6
Net cash provided (required) by investing activities		1.5			94.8			(52.8	)		—		43.5
Net cash provided (required) by financing activities		(12.6	)		(61.5	)		(12.4	)		—		(86.5	)

Net increase (decrease) in cash and cash equivalents		10.8			(0.7	)		(1.5	)		—		8.6
Cash and cash equivalents at beginning of period		139.7			2.1			20.0			—		161.8

Cash and cash equivalents at end of period	$	150.5		$	1.4		$	18.5		$	—	$	170.4

Statement of Cash Flows
For the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2008

Combined
Combined Non-
Guarantor Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
(in millions)
Net cash provided (required) by operating activities
$ (48.9 ) $ 86.6 $ 144.9 $ — $ 182.6
Net cash provided (required) by investing activities
0.4 (72.5 ) (576.7 ) — (648.8 )
Net cash provided (required) by financing activities
(26.9 ) (14.0 ) 400.7 — 359.8

Net increase (decrease) in cash and cash equivalents
(75.4 ) 0.1 (31.1 ) — (106.4 )
Cash and cash equivalents at beginning of period
238.0 0.7 50.9 — 289.6

Cash and cash equivalents at end of period
$ 162.6 $ 0.8 $ 19.8 $ — $ 183.2

~~Statement of Cash Flows~~
~~For the Nine Months Ended September 30, 2007~~


																					Combined
							Combined											Combined			Non-
				Combined			Non-											Guarantor			Guarantor
				Guarantor			Guarantor								Parent			Subsidiaries			Subsidiaries			Eliminations		Consolidated
	Parent			Subsidiaries			Subsidiaries			Eliminations		Consolidated			(in millions)
	(in millions)
Net cash provided (required) by operating activities	$	(111.3	)	$	64.3		$	235.2		$	—	$	188.2		$	(55.9	)	$	62.3		$	32.6		$	—	$	39.0
Net cash provided (required) by investing activities		9.3			(21.4	)		(474.1	)		—		(486.2	)		(0.3	)		(47.9	)		(119.0	)		—		(167.2	)
Net cash provided (required) by financing activities		3.4			(42.7	)		248.2			—		208.9			(17.9	)		(14.4	)		70.6			—		38.3

Net increase (decrease) in cash and cash equivalents		(98.6	)		0.2			9.3			—		(89.1	)		(74.1	)		—			(15.8	)		—		(89.9	)
Cash and cash equivalents at beginning of period		283.1			0.2			28.2			—		311.5			238.0			0.7			50.9			—		289.6

Cash and cash equivalents at end of period	$	184.5		$	0.4		$	37.5		$	—	$	222.4		$	163.9		$	0.7		$	35.1		$	—	$	199.7

2122

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

The following discussion should be read in conjunction with the unaudited consolidated financial statements and related notes thereto appearing elsewhere in this document.

In 2007, Trinity Industries Inc. (“Trinity”, “Company”, “we” or “our”) purchased 20% of the equity in newly-formed TRIP Rail Holdings LLC (“TRIP Holdings”). TRIP Holdings provides railcar leasing and management services in North America. Railcars are purchased from Trinity by a wholly-owned subsidiary of TRIP Holdings, TRIP Rail Leasing LLC (“TRIP Leasing”).

In ~~May~~June 2008, the Company entered into an agreement with an equity investor of TRIP Holdings potentially requiring Trinity ~~Rail Leasing VI LLC,~~to acquire from the equity investor up to an additional 5% equity ownership in TRIP Holdings. In January 2009, the equity investor exercised the option requiring the Company to acquire an additional 5% equity ownership in TRIP Holdings for approximately $9.0 million. As a ~~Delaware limited liability company (“TRL VI”),~~result, the Company now owns a ~~limited purpose, indirect wholly-owned subsidiary of Trinity, owned~~25% equity ownership in TRIP Holdings, increasing the Company’s total commitment by ~~Trinity through Trinity Industries Leasing Company (“TILC”), issued $572.2~~$12.3 million to $61.3 million, of ~~30-year promissory notes to~~which $51.4 million has been paid. The exercising of this agreement does not change the accounting treatment of TRIP Holdings in the Company’s consolidated financial ~~institutions. The proceeds were used to repay a portion of our warehouse facility and to finance unencumbered railcars on our consolidated balance sheet. See~~~~Financing Activities~~.statements.

On December 13, 2007, the Company’s Board of Directors authorized a $200 million common stock repurchase program ~~of its common stock. This program allows~~allowing for ~~the repurchase of the Company’s common stock~~repurchases through December 31, 2009. During the three months ended March 31, 2009 and ~~nine months ended September 30,~~March 31, 2008, ~~150,000~~813,028 and ~~621,100~~471,100 shares were repurchased under this program at a cost of approximately ~~$3.8~~$6.3 million and ~~$16.0~~$12.2 million, respectively. The shares of common stock purchased during the three months ended September 30, 2008 were cash settled in October 2008. On October 3, 2008, the Company repurchased under the program 1,994,400 shares of its common stock in a privately negotiated transaction at a cost of approximately $42.2 million. Since the inception of this program through ~~October 3, 2008,~~March 31, 2009, the Company ~~had~~has repurchased a total of ~~2,719,700~~3,532,728 shares at a cost of approximately ~~$61.1~~$67.5 million.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position No. APB 14-1,Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (including Partial Cash Settlement)(“APB 14-1”). APB 14-1 requires that issuers of certain convertible debt instruments that may be settled in cash upon conversion to separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest expense is recognized in subsequent periods. The effective date of APB 14-1 is for financial statements issued for fiscal years and interim periods beginning after December 15, 2008 and does not permit earlier application. The pronouncement requires that all periods presented be adjusted. The Company adopted the provisions of APB 14-1 as of January 1, 2009 and has accordingly adjusted amounts previously reported with respect to Debt, Other assets, Capital in excess of par value, Deferred income taxes and Interest expense. See Note 8 of the Consolidated Financial Statements for a further explanation of the effects of implementing this pronouncement as it applies to our Convertible Subordinated Notes.

Overall Summary for Continuing Operations

Revenues

Three Months Ended September 30, 2008 Three Months Ended September 30, 2007
Revenues Revenues Percent
External Intersegment Total External Intersegment Total Change
($ in millions)
Rail Group $ 419.2 $ 333.5 $ 752.7 $ 382.2 $ 239.1 $ 621.3 21.1 %
Construction Products Group 193.7 7.3 201.0 193.8 0.4 194.2 3.5
Inland Barge Group 160.6 — 160.6 126.6 — 126.6 26.9
Energy Equipment Group 169.2 15.3 184.5 98.4 3.0 101.4 82.0
Railcar Leasing and Management Services Group 207.3 — 207.3 204.0 — 204.0 1.6
All Other 4.6 16.9 21.5 3.4 14.5 17.9 20.1
Eliminations — lease subsidiary — (323.0 ) (323.0 ) — (235.4 ) (235.4 )
Eliminations — other — (50.0 ) (50.0 ) — (21.6 ) (21.6 )

Consolidated Total $ 1,154.6 $ — $ 1,154.6 $ 1,008.4 $ — $ 1,008.4 14.5


	Nine Months Ended September 30, 2008								Nine Months Ended September 30, 2007											Three Months Ended March 31, 2009								Three Months Ended March 31, 2008
	Revenues								Revenues								Percent			Revenues								Revenues								Percent
	External		Intersegment			Total			External		Intersegment			Total			Change			External		Intersegment			Total			External		Intersegment			Total			Change
	($ in millions)																			($ in millions)
Rail Group	$	1,101.8	$	809.3		$	1,911.1		$	1,088.5	$	700.6		$	1,789.1			6.8	%	$	162.7	$	121.2		$	283.9		$	347.7	$	220.1		$	567.8			(50.0	)%
Construction Products Group		573.0		16.5			589.5			553.9		0.8			554.7			6.3			121.0		2.5			123.5			165.0		4.3			169.3			(27.1	)
Inland Barge Group		449.3		—			449.3			355.8		—			355.8			26.3			157.0		—			157.0			137.8		—			137.8			13.9
Energy Equipment Group		449.7		21.6			471.3			283.8		8.3			292.1			61.3			126.7		1.8			128.5			126.2		3.3			129.5			(0.8	)
Railcar Leasing and Management Services Group		413.5		—			413.5			437.4		—			437.4			(5.5	)		222.4		—			222.4			119.8		—			119.8			85.6
All Other		11.7		46.4			58.1			10.1		40.3			50.4			15.3			3.7		10.7			14.4			2.4		15.8			18.2			(20.9	)
Eliminations — lease subsidiary		—		(792.3	)		(792.3	)		—		(690.9	)		(690.9	)					—		(116.5	)		(116.5	)		—		(216.7	)		(216.7	)
Eliminations — other		—		(101.5	)		(101.5	)		—		(59.1	)		(59.1	)					—		(19.7	)		(19.7	)		—		(26.8	)		(26.8	)

Consolidated Total	$	2,999.0	$	—		$	2,999.0		$	2,729.5	$	—		$	2,729.5			9.9		$	793.5	$	—		$	793.5		$	898.9	$	—		$	898.9			(11.7	)

~~Revenues~~Our revenues for the three ~~and nine~~ month ~~periods~~period ended ~~September 30, 2008 increased as compared to the same periods in the prior year due to improved sales~~March 31, 2009 decreased in all ~~our business~~ groups, except the Railcar Leasing and Management Services Group ~~(“Leasing~~(the “Leasing Group”) for the nine month period. Revenues for the Rail Group improved due to an increase in shipments for the three and nine months ended September 30, 2008 as compared to the same periods in 2007. Revenues for the Construction Products Group improved for the nine month period ended September 30, 2008 due to increased sales volumes in our highway products business offset by decreased volumes in our bridge girder business and the ~~impact of divestitures in the concrete and aggregates businesses. For the three months ended September 30, 2008, revenues of the~~

~~Construction Products Group were also offset by lower revenues in the concrete and aggregates businesses due to adverse weather conditions in Texas and Louisiana.~~ Inland Barge Group, revenues increased primarily as a result of greater barge shipments, a change in the mix of barges sold, and an increase in raw material costs resulting in higher sales prices. An increase in structural wind towers sales was the primary reason for the increase in revenues in the Energy Equipment Group. The increase in the Leasing Group revenues for the three months ended September 30, 2008 as compared to the same period in the prior ~~year was~~year. Inland Barge Group revenues increased primarily due to a change in the ~~result~~mix of barges shipped. Revenues from the Leasing Group were higher due to higher rental revenues resulting from additions to the lease and management fleet ~~partially offset by a decrease in~~and higher sales of ~~cars~~railcars from the lease fleet. ~~For the nine month period ended September 30, 2008, the decline in sales of cars from the lease fleet caused an overall~~Rail Group revenues declined due to a decrease in shipments. Revenues for the Construction Products Group decreased due to lower volumes and highly competitive markets. Energy Equipment Group revenues were down slightly resulting from an increase in ~~the Leasing Group.~~structural wind towers sales offset by lower domestic container sales.

Operating Profit (Loss)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,						Three Months Ended March 31,
	2008			2007			2008			2007			2009			2008
	(in millions)												(in millions)
Rail Group	$	56.8		$	96.5		$	206.4		$	271.2		$	(5.8	)	$	77.2
Construction Products Group		17.3			19.0			50.6			44.9			(1.9	)		12.2
Inland Barge Group		29.8			22.3			83.5			46.3			38.9			26.5
Energy Equipment Group		32.5			11.6			76.1			33.4			18.3			18.2
Railcar Leasing and Management Services Group		53.9			47.0			124.0			114.3			52.7			34.1
All Other		(4.1	)		0.1			1.4			2.0			(1.4	)		(0.3	)
Corporate		(12.5	)		(7.0	)		(29.7	)		(26.7	)		(7.6	)		(5.4	)
Eliminations — lease subsidiary		(9.9	)		(37.3	)		(64.2	)		(115.8	)		(8.9	)		(31.2	)
Eliminations — other		(0.8	)		(5.3	)		(8.9	)		(2.9	)		(1.0	)		(5.1	)

Consolidated Total	$	163.0		$	146.9		$	439.2		$	366.7		$	83.3		$	126.2

Operating profit for the three ~~and nine~~ month ~~periods~~period ended ~~September 30, 2008 increased~~March 31, 2009 decreased as the result of overall lower revenues, lower pricing pressure for new railcars and costs resulting from right-sizing the Company in response to current market conditions. These decreases in operating profit were offset by higher ~~revenues,~~operating profit resulting from an increase in the size of our lease fleet, more car sales from our lease fleet, a more profitable mix of barge units delivered and ~~management fleet, and higher barge and structural~~increased wind tower sales. ~~These increases in operating profit were offset by higher raw material costs and competitive pricing pressure in the market for new railcars.~~

Other Income and Expense.Interest expense, net of interest income, was ~~$24.3~~$28.7 million and ~~$66.8~~$20.9 million (as adjusted – see Note 8), respectively, for the three ~~and nine~~ month periods ended ~~September 30, 2008 compared to $17.0 million~~March 31, 2009 and ~~$47.0 million, respectively, for the same periods last year.~~March 31, 2008. Interest income decreased ~~$1.2~~$2.0 million over the same quarter ~~last year and $4.2 million over the same nine month period~~ last year as a result of lower interest rates and a decrease in cash available for investment. Interest expense increased ~~$6.1~~$5.8 million ~~and $15.6 million, respectively,~~ over the same ~~periods~~period last year due to an increase in debt ~~levels. For the nine month period ended September 30, 2008, $4.5~~levels, including $551.1 million of ~~interest~~promissory notes for the Leasing Group, and expense related to the ineffective portion of interest rate hedges. The decrease in Other, net for the three month period ended ~~September 30, 2008~~March 31, 2009 was primarily due to a decrease in the gain on disposition of property, plant, and equipment compared to the same period in the prior year. For the nine month period ended September 30, 2008, the decrease in Other, net was primarily due to a decrease in the gain on disposition of property, plant, and equipment compared to the same period in the prior year, partially offset by a write-down of an equity investment in the prior year period.unfavorable foreign currency translation adjustments.

Income Taxes.The ~~current~~ effective tax ~~rates of 34.5% and 37.3 %, respectively,~~rate for continuing operations for the three ~~and nine~~ month periods ended ~~September 30,~~March 31, 2009 and 2008 was 38.4% and 39.8%, respectively, and varied from the statutory rate of 35.0% due primarily to state income taxes and discrete adjustments related to foreign and state taxes, and true ups of federal deferred tax items. The prior year effective tax rates of 34.7% and 35.6%, respectively, for continuing operations for the three and nine month periods ended September 30, 2007 varied from the statutory rate of 35.0% due primarily to state income taxes, offset by an increase in the temporary credit to be applied against the Texas margin tax, the benefit of the domestic production deduction, and the utilization of capital losses previously not benefited. The increase in the deferred tax liability is primarily driven by the difference in the book and tax depreciation associated with the lease fleet.taxes.

2324

Rail Group


																			Three Months Ended March 31,
	Three Months Ended September 30,									Nine Months Ended September 30,															Percent
	2008			2007			Percent			2008			2007			Percent			2009			2008			Change
	($ in millions)						Change			($ in millions)						Change			($ in millions)
Revenues:
Rail	$	710.6		$	584.7			21.5	%	$	1,782.1		$	1,668.0			6.8	%	$	250.8		$	525.9			(52.3	)%
Components		42.1			36.6			15.0			129.0			121.1			6.5			33.1			41.9			(21.0	)

Total revenues	$	752.7		$	621.3			21.1		$	1,911.1		$	1,789.1			6.8		$	283.9		$	567.8			(50.0	)

Operating profit	$	56.8		$	96.5					$	206.4		$	271.2
Operating profit margin		7.5	%		15.5	%					10.8	%		15.2	%
Operating profit (loss)																			$	(5.8	)	$	77.2
Operating profit (loss) margin																				(2.0	)%		13.6	%

Railcar shipments ~~increased 21%~~decreased 49% to approximately ~~8,560 and 2.6% to approximately 21,150~~3,050 during the three ~~and nine~~ month ~~periods~~period ended ~~September 30, 2008, respectively,~~March 31, 2009, compared to the same ~~periods~~period in ~~2007.~~2008. As of ~~September 30, 2008,~~March 31, 2009, our Rail Group backlog was approximately ~~$2.0 billion~~$547.1 million consisting of approximately ~~24,130 railcars.~~6,210 railcars as compared to approximately 27,960 railcars as of March 31, 2008. The railcar backlog dollar value as of ~~September 30,~~March 31, 2009 and March 31, 2008 ~~and 2007~~ was as follows:


					As of March 31,
	As of September 30,				2009		2008
	2008		2007		(in millions)
	(in millions)
External Customers	$	440.3	$	843.8	$	201.2	$	768.4
TRIP Leasing		143.7		617.7		85.1		515.9
Leasing Group		1,442.5		1,168.7		260.8		1,065.9

Total	$	2,026.5	$	2,630.2	$	547.1	$	2,350.2

The total amount of the backlog dedicated to the Leasing Group was supported by lease agreements with external customers. The final amount dedicated to the Leasing Group or TRIP Leasing may vary by the time of delivery. ~~Sales~~Results for the three ~~and nine month periods~~months ended ~~September 30, 2008~~March 31, 2009 included ~~$56.8~~$38.0 million ~~and $285.8 million, respectively,~~ in ~~cars~~railcars sold to TRIP Leasing that resulted in a gain of ~~$6.5~~$5.0 million, ~~and $51.3 million, respectively,~~ of which ~~$1.4~~$1.2 million ~~and $10.3 million, respectively,~~ in profit was deferred based on our ~~20%~~25% equity interest. ~~Sales~~Results for the three ~~and nine month periods~~months ended ~~September 30, 2007~~March 31, 2008 included ~~$138.5~~$146.0 million in ~~cars~~railcars sold to TRIP Leasing that resulted in a gain of ~~$26.2~~$25.6 million, of which ~~$5.3~~$5.1 million in profit was deferred based on our 20% equity interest. See Note 4 Equity Investment of the Consolidated Financial Statements for information about TRIP Leasing.

Operating profit for the Rail Group decreased ~~$39.7~~$83.0 million ~~and $64.8 million, respectively,~~ for the three ~~and nine~~ month ~~periods~~period ended ~~September 30, 2008~~March 31, 2009 compared to the same ~~periods~~period last year. This decrease was primarily due to ~~the competitive pricing environment, increases in raw material costs, and~~ a ~~reserve for future losses on railcar sales. Steel costs rose~~ significantly reduced volume of railcars delivered during the ~~first nine months of~~period and the year and remain volatile. On certain fixed price railcar contracts, actual cost increases and surcharges have caused the total cost of the railcar to exceed the amounts originally anticipated, and in some cases, the actual contractual sale price of the railcar. A reserve for estimated losses on fixed price contracts of $2.9 million and $5.9 million was recorded during the three and nine months ended September 30, 2008, respectively.lower pricing environment.

In the three months ended ~~September 30, 2008,~~March 31, 2009, railcar shipments included sales to the Leasing Group of ~~$323.0~~$116.5 million compared to ~~$235.4~~$216.7 million in the comparable period in ~~2007~~2008 with a deferred profit of ~~$9.9~~$8.9 million compared to ~~$37.3~~$31.2 million for the same period in 2007. In the nine months ended September 30, 2008, railcar shipments included sales to the Leasing Group of $792.3 million compared to $690.9 million in the comparable period in 2007 with a deferred profit of $64.2 million compared to $115.8 million for the same period in 2007.2008. Sales to the Leasing Group and related profits are included in the operating results of the Rail Group but ~~are~~ eliminated in consolidation.

Construction Products Group


																			Three Months Ended March 31,
	Three Months Ended September 30,									Nine Months Ended September 30,															Percent
	2008			2007			Percent			2008			2007			Percent			2009			2008			Change
	($ in millions)						Change			($ in millions)						Change			($ in millions)
Revenues:
Concrete and Aggregates	$	106.9		$	120.4			(11.2	)%	$	337.7		$	343.3			(1.6	)%	$	77.9		$	104.5			(25.5	)%
Highway Products		90.3			68.5			31.8			232.0			180.1			28.8			43.1			57.3			(24.8	)
Other		3.8			5.3			(28.3	)		19.8			31.3			(36.7	)		2.5			7.5			(66.7	)

Total revenues	$	201.0		$	194.2			3.5		$	589.5		$	554.7			6.3		$	123.5		$	169.3			(27.1	)

Operating profit	$	17.3		$	19.0					$	50.6		$	44.9
Operating profit margin		8.6	%		9.8	%					8.6	%		8.1	%
Operating profit (loss)																			$	(1.9	)	$	12.2
Operating profit (loss) margin																				(1.5	)%		7.2	%

The ~~increase~~decrease in revenues for the three ~~and nine~~ month ~~periods~~period ended ~~September 30, 2008~~March 31, 2009 compared to the same ~~periods~~period in ~~2007~~2008 was primarily attributable to ~~an increase in volume in our highway products business, sales generated by our entry into~~ the asphalt business, and an increase in various raw material costs that have resulted in higher sales prices. These increases were offset by a decrease in volumes in our bridge girder business and the impact of divestituresoverall decline in the ~~concrete and aggregates businesses. Revenues for~~economic conditions related to the ~~three months ended September 30, 2008 were also offset~~markets served by ~~lower revenues in the concrete and aggregates businesses due to adverse weather conditions in Texas and Louisiana.~~this segment. Operating profit for the three months ended ~~September 30, 2008~~March 31, 2009 compared to the same period in ~~2007~~2008 decreased ~~due~~as a result of lower volumes coupled with margin compression resulting from the sale of higher priced inventory into a lower-priced market place. Additionally the Construction Products Group recorded a $1.7 million write down of inventory to ~~volume decreases in the concrete~~market value.

Inland Barge Group


	Three Months Ended March 31,
							Percent
	2009			2008			Change
	($ in millions)

Revenues	$	157.0		$	137.8			13.9	%

Operating profit	$	38.9		$	26.5
Operating profit margin		24.8	%		19.2	%

Revenues and ~~aggregates businesses, unfavorable weather conditions, and~~operating profit increased ~~raw material prices. Additional sales resulting in higher margins in our highway products business partially offset the declines in our concrete and aggregates businesses. Operating profit~~ for the ~~nine months~~three month period ended ~~September 30, 2008 as~~March 31, 2009 compared to the same period in 2007 increased due to the increased sales in the highway products and asphalt businesses offset by lower margins in the concrete and aggregates businesses for the same reasons as the three month period ended September 30, 2008.

~~Inland Barge Group~~

Three Months Ended September 30, Nine Months Ended September 30,
2008 2007 Percent 2008 2007 Percent
($ in millions) Change ($ in millions) Change
Revenues $ 160.6 $ 126.6 26.9 % $ 449.3 $ 355.8 26.3 %

Operating profit $ 29.8 $ 22.3 $ 83.5 $ 46.3
Operating profit margin 18.6 % 17.6 % 18.6 % 13.0 %

~~Revenues increased for the three and nine month periods ended September 30, 2008 compared to the same periods in~~ the prior year due to ~~an increase in the sales of hopper and tank barges,~~ a change in the mix of barges ~~sold, and an increase in raw material costs that resulted in higher sales prices.~~sold. Operating profit for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2009 and 2008 increased compared to the same periods last year due to increased revenues, a change in the mix of barges sold, and improved margins due to operating efficiencies. Operating profit for the nine months ended September 30, 2008 also increased due toincluded the refund of $0.9 and $2.0 million, respectively, in unclaimed settlement funds related to the Waxler ~~Case, compared to a $15.0 million charge for the resolution of the Waxler Case for the nine month period ended September 30, 2007.~~Case. As of ~~September 30, 2008,~~March 31, 2009, the backlog for the Inland Barge Group was approximately ~~$669.0~~$401.6 million compared to approximately ~~$771.5~~$792.4 million as of ~~September 30, 2007.~~March 31, 2008.

Energy Equipment Group


																			Three Months Ended March 31,
	Three Months Ended September 30,									Nine Months Ended September 30,															Percent
	2008			2007			Percent			2008			2007			Percent			2009			2008			Change
	($ in millions)						Change			($ in millions)						Change			($ in millions)
Revenues:
Structural wind towers	$	125.4		$	54.6			129.7	%	$	315.8		$	155.0			103.7	%	$	91.8		$	84.0			9.3	%
Other		59.1			46.8			26.3			155.5			137.1			13.4			36.7			45.5			(19.3	)

Total revenues	$	184.5		$	101.4			82.0		$	471.3		$	292.1			61.3		$	128.5		$	129.5			(0.8	)

Operating profit	$	32.5		$	11.6					$	76.1		$	33.4					$	18.3		$	18.2
Operating profit margin		17.6	%		11.4	%					16.1	%		11.4	%					14.2	%		14.1	%

Revenues ~~increased~~decreased slightly for the three ~~and nine~~ month ~~periods~~period ended ~~September 30, 2008~~March 31, 2009 compared to the same ~~periods~~period in ~~2007~~2008 due to an increase in sales of structural wind towers ~~and products manufactured and sold in Mexico~~ offset by lower sales in the weaker domestic container ~~market.~~market as well as lower sales on products manufactured and sold in Mexico. Operating profit increased slightly due to ~~the increased~~higher sales inof structural wind ~~towers and the improved margins on containers produced in Mexico.~~towers. As of ~~September 30, 2008,~~March 31, 2009, the backlog for structural wind towers was approximately ~~$1.46~~$1.3 billion compared to approximately ~~$748 million~~$1.6 billion as of ~~September 30, 2007.~~March 31, 2008.

2526

Railcar Leasing and Management Services Group


																			Three Months Ended March 31,
	Three Months Ended September 30,									Nine Months Ended September 30,															Percent
	2008			2007			Percent			2008			2007			Percent			2009			2008			Change
	($ in millions)						Change			($ in millions)						Change			($ in millions)
Revenues:
Leasing and management	$	80.6		$	69.2			16.5	%	$	228.1		$	199.3			14.5	%	$	85.7		$	70.1			22.3	%
Sales of cars from the lease fleet		126.7			134.8			(6.0	)		185.4			238.1			(22.1	)		136.7			49.7			175.1

Total revenues	$	207.3		$	204.0			1.6		$	413.5		$	437.4			(5.5	)	$	222.4		$	119.8			85.6

Operating Profit:
Leasing and management	$	32.7		$	28.6					$	93.5		$	82.9					$	35.8		$	26.7
Sales of cars from the lease fleet		21.2			18.4						30.5			31.4						16.9			7.4

Total operating profit	$	53.9		$	47.0					$	124.0		$	114.3					$	52.7		$	34.1

Operating profit margin:
Leasing and management		40.6	%		41.3	%					41.0	%		41.6	%					41.8	%		38.1	%
Sales of cars from the lease fleet		16.7			13.6						16.5			13.2						12.4			14.9
Total operating profit margin		26.0			23.0						30.0			26.1						23.7			28.5

Fleet utilization		99.0	%		99.6	%					99.0	%		99.6	%					98.4	%		99.2	%

Total revenues increased for the three month period ended ~~September 30, 2008~~March 31, 2009 compared to the same period last year due to ~~decreased~~increased sales from the lease fleet ~~offset by~~as well as increased rental revenues related to additions to the lease fleet and management fees. Total revenues decreased for the nine month period ended September 30, 2008 compared to the same period last year due to decreased sales for the lease fleet offset by increased rental revenues related to additions to the lease fleet, growth of the per diem fleet and management and origination fees.

Operating profit for leasing and management operations increased for the three ~~and nine~~ month ~~periods~~period ended ~~September 30, 2008~~March 31, 2009 compared to the same ~~periods~~period last year due primarily to increased rental proceeds from fleet ~~additions.~~additions and increased sales from the lease fleet. Results for the three ~~and nine~~ months ended ~~September 30, 2008~~March 31, 2009 included ~~$52.6~~$132.1 million ~~and $98.8 million, respectively,~~ in sales of railcars to TRIP Leasing that resulted in athe recognition of previously deferred gain of ~~$7.1~~$24.8 million, ~~and $16.1 million, respectively,~~ of which ~~$1.4~~$6.2 million ~~and $3.2 million, respectively,~~ was deferred based on our ~~20%~~25% equity interest. Results for the three ~~and nine~~ months ended ~~September 30, 2007~~March 31, 2008 included ~~$93.8~~$37.9 million ~~and $187.5 million, respectively,~~ in sales of railcars to TRIP Leasing that resulted in athe recognition of previously deferred gain of ~~$15.9~~$7.2 million, ~~and $30.3 million, respectively,~~ of which ~~$3.2~~$1.4 million ~~and $6.2 million, respectively,~~ was deferred based on our 20% equity interest. For the three months ended March 31, 2009 and 2008, operating profit included $1.7 million and $0.4 million, respectively, in structuring and placement fees related to TRIP Holdings that was expensed. See Note 4 of the Consolidated Financial Statements for information about TRIP Leasing.

To fund the continued expansion of its lease fleet to meet market demand, the Leasing Group generally uses its non-recourse $600 million warehouse facility or excess cash to provide initial financing for a portion of the purchase price of the cars. In February 2008, the warehouse facility was increased to $600 million with the availability period of this facility remaining through August 2009. In May 2008, Trinity Rail Leasing VI LLC issued $572.2 million of 30-year promissory notes.railcars. SeeFinancing Activities.

As of ~~September 30, 2008,~~March 31, 2009, the Leasing Group’s lease fleet of approximately ~~43,910~~47,650 owned or leased railcars had an average age of ~~4.7~~4.8 years and an average remaining lease term of ~~4.6~~4.3 years.

All Other


																Three Months Ended March 31,
	Three Months Ended September 30,								Nine Months Ended September 30,													Percent
	2008			2007		Percent			2008		2007		Percent			2009			2008			Change
	($ in millions)					Change			($ in millions)				Change			($ in millions)
Revenues	$	21.5		$	17.9		20.1	%	$	58.1	$	50.4		15.3	%	$	14.4		$	18.2			(20.9	)%
Operating (loss) profit	$	(4.1	)	$	0.1				$	1.4	$	2.0
Operating loss																$	(1.4	)	$	(0.3	)

The ~~increase~~decrease in revenues for the three ~~and nine~~ month ~~periods~~period ended ~~September 30, 2008~~March 31, 2009 over the same ~~periods~~period last year was primarily due to ~~an increase~~a decrease in intersegment sales by our transportation company. The ~~decrease~~increase in the operating ~~profit~~loss for the three month period ended ~~September 30, 2008~~March 31, 2009 was primarily due to the decrease in intersegment sales and a ~~decrease over the same period last year of $3.6 million resulting from~~decline in the market valuation of commodity hedges that are required to be marked to market.

2627

Liquidity and Capital Resources

Cash Flows

Operating Activities. Net cash provided by operating activities of continuing operations for the ~~nine~~three months ended ~~September 30, 2008~~March 31, 2009 was ~~$181.9~~$51.6 million compared to ~~$188.2~~$39.0 million of net cash provided by operating activities of continuing operations for the same period in ~~2007.~~2008.

Accounts receivables at ~~September 30, 2008~~March 31, 2009 as compared to the accounts receivables balance at December 31, ~~2007 had increased~~2008 decreased by approximately ~~20%. We saw increases in accounts receivables for our Rail Group and structural wind towers business~~$45.5 million or 18% due to ~~increased sales for~~lower shipping volumes and the ~~three month period ended September 30, 2008.~~collection of foreign tax receivables. Raw materials inventory at ~~September 30, 2008 had increased~~March 31, 2009 decreased by $87.1 million or approximately ~~27%~~25% since December 31, ~~2007~~2008 primarily attributable to ~~increased steel prices.~~lower production offset by a $52.3 million increase in finished goods inventory in our Rail Group. Accounts payable and accrued liabilities decreased from December 31, 2008 by $119.9 million primarily due to lower production activity. We continually review reserves related to bad debt as well as the adequacy of lower of cost or market valuations related to accounts receivable and inventory.

Investing Activities.Net cash ~~required~~provided by investing activities of continuing operations for the ~~nine~~three months ended ~~September 30, 2008~~March 31, 2009 was ~~$648.8~~$43.5 million compared to ~~$486.2~~$167.2 million of cash required by investing activities for the same period last year. Capital expenditures for the ~~nine~~three months ended ~~September 30, 2008~~March 31, 2009 were ~~$854.1~~$131.0 million, of which ~~$757.6~~$112.0 million were for additions to the lease fleet. This compares to ~~$725.8~~$217.1 million of capital expenditures for the same period last year, of which ~~$585.6~~$190.2 million were for additions to the lease fleet. Proceeds from the sale of property, plant, and equipment and other assets were ~~$205.3~~$174.5 million for the ~~nine~~three months ended ~~September 30, 2008~~March 31, 2009 composed primarily of railcar sales from the lease fleet, which included ~~$98.8~~$132.1 million to TRIP Leasing, and the sale of non-operating assets. This compares to ~~$286.9~~$49.9 million for the same period in ~~2007~~2008 composed primarily of railcar sales from the lease fleet, which included ~~$187.5~~$37.9 million to TRIP Leasing, and the sale of non-operating assets.

Financing Activities.Net cash ~~provided~~required by financing activities during the ~~nine~~three months ended ~~September 30, 2008~~March 31, 2009 was ~~$359.8~~$86.5 million compared to ~~$208.9~~$38.3 million of cash provided by financing activities for the same period in ~~2007.~~2008. In February 2009, we repaid in full our Leasing Group’s equipment trust certificates in the amount of $61.4 million. We intend to use our cash and credit facilities to fund the operations, expansions, and growth initiatives of the Company.

At ~~September 30, 2008,~~March 31, 2009, there were no borrowings under our $425 million revolving credit ~~facility.~~facility that matures on October 19, 2012. Interest on the revolving credit facility is calculated at prime or LIBOR plus 75 basis points.

~~On October 15, 2008,~~ After $91.2 million was considered for letters of credit, $333.8 million was available under the ~~Company sent a notice to the holders~~revolving credit facility as of its Convertible Subordinated Notes. This notice, as required by the Indenture, notified the holders that as a result of increases in the Company’s dividend, the Conversion Rate has been adjusted to 19.2004 and the Conversion Price has been adjusted to $52.08.March 31, 2009.

In May 2008, ~~Trinity Rail Leasing VI LLC,~~the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position No. APB 14-1,Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (including Partial Cash Settlement)(“APB 14-1”). APB 14-1 requires that issuers of certain convertible debt instruments that may be settled in cash upon conversion to separately account for the liability and equity components in a ~~Delaware limited liability company (“TRL VI”), a limited purpose, indirect wholly-owned subsidiary~~manner that will reflect the entity’s nonconvertible debt borrowing rate when interest expense is recognized in subsequent periods. The effective date of ~~Trinity,~~APB 14-1 is for financial statements issued ~~$572.2 million~~for fiscal years and interim periods beginning after December 15, 2008 and does not permit earlier application. The pronouncement requires that all periods presented be adjusted. The Company adopted the provisions of ~~30-year promissory notes (the “Promissory Notes”)~~APB 14-1 as of January 1, 2009 and has accordingly adjusted amounts previously reported with respect to ~~financial institutions. The Promissory Notes were secured by a portfolio~~Debt, Other assets, Capital in excess of ~~railcars valued at approximately $743.1 million, operating leases thereon,~~par value, Deferred income taxes and certain cash reserves. The Promissory Notes are obligations of TRL VI and are non-recourse to Trinity. TRL VI acquired the railcars securing the Promissory Notes by purchase from TILC and a subsidiary. The proceeds were used to repay a portion of our warehouse facility and to finance unencumbered railcars on our consolidated balance sheet. TILC entered into certain agreements relating to the transferInterest expense. See Note 8 of the ~~railcars to TRL VI and the management and servicing of TRL VI’s assets. The Promissory Notes bear interest at~~Consolidated Financial Statements for a ~~floating rate of one-month LIBOR plus a margin of 1.50%. The LIBOR portion~~further explanation of the ~~interest rate on the Promissory Notes is fixed at approximately 4.13% for the first seven years from the date~~effects of issuance of the Promissory Notes through interest rate hedges. The interest rate margin on the Promissory Notes will increase by 0.50% on each of the seventh and eighth anniversary dates of the issuance of the Promissory Notes and by an additional 2.00% on the tenth anniversary date of the issuance of the Promissory Notes. The Promissory Notes may be prepaid at any time and may be prepaid without penalty at any time after the third anniversary date of the issuance of the Promissoryimplementing this pronouncement as it applies to our Convertible Subordinated Notes.

~~In February 2008, TILC increased its warehouse facility to~~The $600 million ~~with the availability period of the facility remaining through August 2009. This~~warehouse facility, established to finance railcars owned by TILC, had ~~$157.3~~$310.2 million outstanding as of ~~September 30, 2008.~~March 31, 2009. The warehouse facility matures August 2009 and, unless renewed, will be payable in three equal installments in February 2010, August 2010, and February 2011. Railcars financed by the warehouse facility have historically been refinanced under long-term financing agreements. Specific railcars and the underlying leases secure the facility. Advances under the facility may not exceed 78% of the fair market value of the eligible railcars securing the facility as defined by the agreement. Advances under the facility bear interest at a defined index rate plus a margin, for an all-in interest rate of ~~3.59%~~1.76% at ~~September 30, 2008.~~March 31, 2009. At ~~September 30, 2008, $442.7~~March 31, 2009, $289.8 million was available under this facility.

During the three months ended March 31, 2009 and ~~nine months ended September 30,~~ 2008, ~~150,000~~813,028 and ~~621,100~~471,100 shares were repurchased under this program at a cost of approximately ~~$3.8~~$6.3 million and ~~$16.0~~$12.2 million, respectively. The shares of common stock purchased during the three months ended September 30, 2008 were cash settled in October 2008. On October 3, 2008, the Company repurchased under the program 1,994,400 shares of its common stock in a privately negotiated transaction at a cost of approximately $42.2 million. Since the inception of this program through ~~October 3, 2008,~~March 31, 2009, the Company ~~had~~has repurchased a total of ~~2,719,700~~3,532,728 shares at a cost of approximately ~~$61.1~~$67.5 million.

The economic and financial crisis experienced by the United States economy during 2008 and into 2009 impacted our businesses. New orders for railcars and barges continued to drop significantly in the first quarter of 2009 as the transportation industry saw a significant decline in the shipment of freight. The 2009 outlook for the transportation industry

is for a continued significant downturn. Orders for structural wind towers have been slow since mid-2008 as green energy companies experienced tightened credit markets coupled with lower prices for electricity and natural gas sales. The slowdown in the residential and commercial construction markets impacted our Construction Products Group as well. We continually assess our manufacturing capacity and take steps to align our production capacity with demand. As a result of our assessment, we idled four railcar production facilities and one structural wind towers production facility during the fourth quarter of 2008 and in the first quarter of 2009.

Equity Investment

See Note 4 of the Consolidated Financial Statements for information about the equity investment.

Future Operating Requirements

We expect to finance future operating requirements with cash flows from operations, and depending on market conditions, long-term and short-term debt, and equity. Debt instruments that the Company has utilized include its revolving credit facility, the warehouse facility, senior notes, convertible subordinated notes, asset-backed securities, and sale/leaseback transactions. The Company has also ~~has~~ issued equity at various times. As of ~~September 30, 2008,~~March 31, 2009, the Company had ~~$324.6~~$333.8 million available under its revolving credit facility and ~~$442.7~~$289.8 million available under its warehouse facility. Despite the volatile conditions in both the credit and stock markets, the Company believes it has access to adequate capital resources to fund operating ~~requirements.~~requirements and is active in the financial markets.

Off Balance Sheet Arrangements

See Note 3 of the Consolidated Financial Statements for information about off balance sheet arrangements.

Derivative ~~Instruments~~Instrument

Interest rate hedges

Natural gas and diesel fuel

We ~~continued~~continue a program to mitigate the impact of fluctuations in the price of natural gas and diesel fuel purchases. The intent of the program is to protect our operating profit from adverse price changes by entering into derivative instruments. For those instruments that do not qualify for hedge accounting treatment, any changes in their valuation are recorded directly to the consolidated statement of operations. In July of 2008 we settled our outstanding diesel fuel hedge contracts. The effect of the settled diesel fuel contracts on the consolidated statement of operations for the three and nine month periods ended September 30, 2008 was income of $1.1 million. The amount recorded in the consolidated balance sheet for ~~natural gas hedges~~these instruments was a liability of ~~$2.0~~$0.9 million as of ~~September 30, 2008~~March 31, 2009 and ~~$1.2~~$0.2 million of ~~expense~~income in ~~AOCL for both derivative instruments.~~AOCL. The effect of both derivatives on the consolidated statement of operations for the three ~~and nine~~ month ~~periods~~period ended ~~September 30, 2008~~March 31, 2009 was operating expense of ~~$0.4~~$1.8 million ~~and income of $9.5 million, respectively,~~ including losses of ~~$1.7 million and gains of $5.2~~$0.5 million resulting from the mark to market valuation for the three ~~and nine months periods~~month period ended ~~September 30, 2008, respectively. For the three and nine month periods ended September 30, 2007 the~~March 31, 2009. The effect on the consolidated statement of operations for the three month period ended March 31, 2008 was operating income of ~~$0.1~~$1.4 million, including gains of $1.3 million resulting from the mark to market valuation for the three month period ended March 31, 2008.

Foreign Exchange Hedge

Zinc

Contractual Obligation and Commercial Commitments

As of ~~September 30, 2008,~~March 31, 2009, other commercial commitments related to letters of credit ~~increased~~decreased to ~~$100.5~~$91.2 million from ~~$93.3~~$98.8 million as of December 31, ~~2007.~~2008. Refer to Note 8 of the Consolidated Financial Statements for changes to our outstanding debt and maturities. Other commercial commitments that relate to operating leases under sale/leaseback transactions were basically unchanged as of ~~September 30, 2008.~~March 31, 2009.

Recent Accounting Pronouncements

See Note 1 of the Consolidated Financial Statements for information about recent accounting pronouncements.

Forward-Looking Statements

This quarterly report on Form 10-Q (or statements otherwise made by the Company or on the Company’s behalf from time to time in other reports, filings with the Securities and Exchange Commission (“SEC”), news releases, conferences, World Wide Web postings or otherwise) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not historical facts are forward-looking statements and involve risks and uncertainties. These forward-looking statements include expectations, beliefs, plans, objectives, future financial performances, estimates, projections, goals, and forecasts. Trinity uses the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” and similar expressions to identify these forward-looking statements. Potential factors, which could cause our actual results of operations to differ materially from those in the forward-looking statements, include among others:

•		market conditions and demand for our business products and services;

•		the cyclical nature of industries in which we compete;

•		~~continued expansion of the structural wind towers business;~~

•		variations in weather in areas where our construction and energy products are sold, used, or installed;

•		disruption of manufacturing capacity due to weather related events;

•		the timing of ~~introductions~~introduction of new products;

•		the timing of customer orders or a breach of customer contracts;

•		the credit worthiness of customers and their access to capital;

•		product price changes;

•		changes in mix of products sold;

•		the extent of utilization of manufacturing capacity;

•		availability and costs of steel, component parts, supplies, and other raw materials;


•		competition and other competitive factors;

•		changing technologies;

•		surcharges and other fees added to ~~fixed~~contracted pricing agreements for raw materials;

•		interest rates and capital costs;

•		counter-party risks for financial instruments;

•		long-term funding of our operations;

•		taxes;

•		the stability of the governments and political and business conditions in certain foreign countries, particularly Mexico;

•		changes in import and export quotas and regulations;

•		business conditions in foreign economies;

•		results of litigation; and

•		legal, regulatory, and environmental issues.

Any forward-looking statement speaks only as of the date on which such statement is made. Trinity undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

There has been no material change in our market risks since December 31, ~~2007.~~2008. Refer to Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for a discussion of debt-related activity and the impact of hedging activity for the three ~~and nine~~ months ended ~~September 30, 2008.~~March 31, 2009.

Item 4.Controls and Procedures

Disclosure Controls and Procedures

The Company maintains controls and procedures designed to ensure that it is able to collect the information it is required to disclose in the reports it files with the SEC, and to process, summarize, and disclose this information within the time periods specified in the rules of the SEC. The Company’s Chief Executive and Chief Financial Officers are responsible for establishing and maintaining these procedures and, as required by the rules of the SEC, evaluating their effectiveness. Based on their evaluation of the Company’s disclosure controls and procedures which took place as of the end of the period covered by this report, the Chief Executive and Chief Financial Officers believe that these procedures are effective to ensure that the Company is able to collect, process, and disclose the information it is required to disclose in the reports it files with the SEC within the required time periods.

Internal Controls

The Company maintains a system of internal controls designed to provide reasonable assurance that: transactions are executed in accordance with management’s general or specific authorization; transactions are recorded as necessary (1) to permit preparation of financial statements in conformity with generally accepted accounting principles, and (2) to maintain accountability for assets; access to assets is permitted only in accordance with management’s general or specific authorization; and the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

During the period covered by this report, there have been no changes in the Company’s internal controls over financial reporting that have materially affected or are reasonably likely to materially affect the Company’s internal controls over financial reporting.

3031

PART II

Item 1.Legal Proceedings

The information provided in Note 15 of the Consolidated Financial Statements is hereby incorporated into this Part II, Item 1 by reference.

Item 1A.Risk Factors

There have been no material changes from the risk factors previously disclosed in Item 1A of our ~~2007~~2008 Form 10-K.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

This table provides information with respect to purchases by the Company of shares of its Common Stock during the quarter ended ~~September 30, 2008:~~March 31, 2009:

Maximum
Number (or
Total Number of Approximate
Shares (or Units) Dollar Value) of
Purchased as Shares (or Units)
Part of Publicly that May Yet Be
Number of Average Price Announced Purchased
Shares Paid per Plans or Under the Plans
Period Purchased(1) Share(1) Programs (2) or Programs (2)
July 1, 2008 through July 31, 2008 4,554 $ 32.24 — $ 184,941,063
August 1, 2008 through August 31, 2008 — $ — — $ 184,941,063
September 1, 2008 through September 30, 2008 152,438 $ 25.75 150,000 $ 181,092,648

Total 156,992 $ 25.94 150,000 $ 181,092,648


							Maximum
							Number (or
					Total Number of		Approximate
					Shares (or Units)		Dollar Value) of
					Purchased as		Shares (or Units)
					Part of Publicly		that May Yet Be
	Number of		Average Price		Announced		Purchased
	Shares		Paid per		Plans or		Under the Plans
Period	Purchased(1)		Share(1)		Programs (2)		or Programs (2)
January 1, 2009 through January 31, 2009		32,567	$	16.61		—	$	138,851,256
February 1, 2009 through February 28, 2009		813,402	$	7.77		813,028	$	132,536,481
March 1, 2009 through March 31, 2009		—				—	$	132,536,481

Total		845,969	$	8.11		813,028	$	132,536,481


(1)		These columns include the following transactions during the three months ended ~~September 30, 2008:~~March 31, 2009: (i) ~~the deemed surrender to the Company of 4,100 shares of common stock to pay the exercise price in connection with the exercise of employee stock options, (ii)~~ the surrender to the Company of ~~2,438~~32,941 shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees ~~(iii)~~and (ii) the purchase of ~~454 shares of common stock by the Trustee for assets held in a non-qualified employee profit sharing plan trust, and (iv) the purchase of 150,000~~813,028 shares of common stock on the open market as part of the Company’s stock repurchase program.

(2)		On December 13, 2007, the Company’s Board of Directors authorized a $200 million stock repurchase program of its common stock. This program allows for the repurchase of the Company’s common stock through December 31, 2009. During the three months ~~and nine months~~ ended ~~September 30, 2008, 150,000 and 621,100~~March 31, 2009, 813,028 shares were repurchased under this program at a cost of approximately $3.8 million and $16.0 million, respectively. The shares of common stock purchased during the three months ended September 30, 2008 were cash settled in October 2008. On October 3, 2008, the Company repurchased under the program 1,994,400 shares of its common stock in a privately negotiated transaction at a cost of approximately $42.2$6.3 million. Since the inception of this program through ~~October 3, 2008,~~March 31, 2009, the Company ~~had purchased~~has repurchased a total of ~~2,719,700~~3,532,728 shares at a cost of approximately ~~$61.1~~$67.5 million.

Item 3.Defaults Upon Senior Securities

None.

Item 4.Submission of Matters to a Vote of Security Holders

None.

Item 5.Other Information

None.

3132

Item 6.Exhibits


Exhibit Number		Description

~~10.1.1~~10.18.7		~~Form of~~Sixth Amendment to the Second Amended and Restated ~~Severance~~Credit Agreement dated September 9, 2008, entered into between Trinity Industries, Inc. and Chief Executive Officer and each current Named Executive Officer (filed herewith).*

~~10.7~~		~~Supplemental Retirement Plan as~~March 31, 2009, amending the Second Amended and Restated ~~effective January 1, 2009~~Credit Agreement dated April 20, 2005 (filed herewith).*

~~10.11.3~~		Form of Restricted Stock Grant Agreement (filed herewith).*

~~10.11.4~~		Form of Restricted Stock Unit Agreement for Non-Employee Directors (filed herewith).*

~~10.27~~		Board Compensation Summary Sheet (filed herewith).*

31.1		Rule 13a-15(e) and 15d-15(e) Certification of Chief Executive Officer (filed herewith).

31.2		Rule 13a-15(e) and 15d-15(e) Certification of Chief Financial Officer (filed herewith).

32.1		Certification pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.2		Certification pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).


*		~~Management contracts and compensatory plan arrangements.~~

3233

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, thereunto duly authorized.



TRINITY INDUSTRIES, INC.	By	~~By /s/~~/s/ WILLIAM A. MCWHIRTER II
Registrant
		William A. McWhirter II
		Senior Vice President and	Chief Financial Officer April 30, 2009
		~~Chief Financial Officer~~
		~~October 30, 2008~~

3334

INDEX TO EXHIBITS


Exhibit Number		Description

~~10.1.1~~10.18.7		~~Form of~~Sixth Amendment to the Second Amended and Restated ~~Severance~~Credit Agreement dated September 9, 2008, entered into between Trinity Industries, Inc. and Chief Executive Officer and each current Named Executive Officer (filed herewith).*

~~10.7~~		~~Supplemental Retirement Plan as~~March 31, 2009, amending the Second Amended and Restated ~~effective January 1, 2009~~Credit Agreement dated April 20, 2005 (filed herewith).*

~~10.11.3~~		Form of Restricted Stock Grant Agreement (filed herewith).*

~~10.11.4~~		Form of Restricted Stock Unit Agreement for Non-Employee Directors (filed herewith).*

~~10.27~~		Board Compensation Summary Sheet (filed herewith).*

31.1		Rule 13a-15(e) and 15d-15(e) Certification of Chief Executive Officer (filed herewith).

31.2		Rule 13a-15(e) and 15d-15(e) Certification of Chief Financial Officer (filed herewith).

32.1		Certification pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.2		Certification pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).


*		~~Management contracts and compensatory plan arrangements.~~

3435


	Three Months Ended September 30, 2008								Three Months Ended September 30, 2007
	Revenues								Revenues								Percent
	External		Intersegment			Total			External		Intersegment			Total			Change
	($ in millions)
Rail Group	$	419.2	$	333.5		$	752.7		$	382.2	$	239.1		$	621.3			21.1	%
Construction Products Group		193.7		7.3			201.0			193.8		0.4			194.2			3.5
Inland Barge Group		160.6		—			160.6			126.6		—			126.6			26.9
Energy Equipment Group		169.2		15.3			184.5			98.4		3.0			101.4			82.0
Railcar Leasing and Management Services Group		207.3		—			207.3			204.0		—			204.0			1.6
All Other		4.6		16.9			21.5			3.4		14.5			17.9			20.1
Eliminations — lease subsidiary		—		(323.0	)		(323.0	)		—		(235.4	)		(235.4	)
Eliminations — other		—		(50.0	)		(50.0	)		—		(21.6	)		(21.6	)

Consolidated Total	$	1,154.6	$	—		$	1,154.6		$	1,008.4	$	—		$	1,008.4			14.5