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 JUNE 30, 2009

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

For the transition period from                      to                     .

Trinity Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware		75-0225040
(State of Incorporation)		(I.R.S. Employer Identification No.)
2525 Stemmons Freeway Dallas, Texas		75207-2401
(Address of principal executive offices)		(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. Yes þ     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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o  Yes     o No

     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.

TRINITY INDUSTRIES, INC.

FORM 10-Q

TABLE OF CONTENTS

		Caption		Page
PART I FINANCIAL INFORMATION
Item 1.		Financial Statements			2
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
Item 3.		Quantitative and Qualitative Disclosures About Market Risk			36
Item 4.		Controls and Procedures			36
PART II OTHER INFORMATION
Item 1.		Legal Proceedings			37
Item 1A.		Risk Factors			37
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			37
Item 3.		Defaults Upon Senior Securities			37
Item 4.		Submission of Matters to a Vote of Security Holders			37
Item 5.		Other Information			38
Item 6.		Exhibits			39
SIGNATURES					40
CERTIFICATIONS
EX-31.1
EX-31.2
EX-32.1
EX-32.2

The Consolidated Balance Sheet as of December 31, 2008, the Consolidated Statements of Operations for the three and six months ended June 30, 2008, and the Consolidated Statement of Cash Flows for the six months ended June 30, 2008 have been adjusted due to the adoption of new accounting pronouncements. See Notes 9 and 15 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								Six Months Ended
		June 30,								June 30,
		2009				2008				2009				2008
						(adjusted - see								(adjusted - see
						Notes 9 and 15)								Notes 9 and 15)
		(in millions, except per share amounts)
Revenues		$	716.1			$	945.5			$	1,509.6			$	1,844.4
Operating costs:
Cost of revenues			586.1				730.5				1,247.4				1,447.0
Selling, engineering, and administrative expenses			47.3				65.0				96.2				121.2
Goodwill impairment			325.0				—				325.0				—
			958.4				795.5				1,668.6				1,568.2
Operating profit (loss)			(242.3	)			150.0				(159.0	)			276.2
Other (income) expense:
Interest income			(0.3	)			(1.0	)			(0.6	)			(3.3	)
Interest expense			28.8				27.0				57.8				50.2
Other, net			(4.5	)			(12.2	)			(5.1	)			(13.3	)
			24.0				13.8				52.1				33.6
Income (loss) from continuing operations before income taxes			(266.3	)			136.2				(211.1	)			242.6
Provision (benefit) for income taxes			(56.9	)			52.0				(35.7	)			94.3
Income (loss) from continuing operations			(209.4	)			84.2				(175.4	)			148.3
Discontinued operations:
Loss from discontinued operations, net of benefit for income taxes of $0.0, $0.0, $0.0, and $(0.1)			—				—				(0.1	)			(0.3	)
Net income (loss)		$	(209.4	)		$	84.2			$	(175.5	)		$	148.0
Net income (loss) per common share:
Basic:
Continuing operations		$	(2.75	)		$	1.03			$	(2.30	)		$	1.82
Discontinued operations			—				—				—				—
		$	(2.75	)		$	1.03			$	(2.30	)		$	1.82
Diluted:
Continuing operations		$	(2.75	)		$	1.03			$	(2.30	)		$	1.81
Discontinued operations			—				—				—				—
		$	(2.75	)		$	1.03			$	(2.30	)		$	1.81
Weighted average number of shares outstanding:
Basic			76.2				78.8				76.4				79.0
Diluted			76.2				79.3				76.4				79.4
Dividends declared per common share		$	0.08			$	0.08			$	0.16			$	0.15

See accompanying notes to consolidated financial statements.

Trinity Industries, Inc. and Subsidiaries
Consolidated Balance Sheets

		June 30,				December 31,
		2009				2008
		(unaudited)				(adjusted -
						see Note 9)
		(in millions)
Assets
Cash and cash equivalents		$	440.9			$	161.8
Receivables, net of allowance			215.2				251.3
Income tax receivable			18.1				98.7
Inventories:
Raw materials and supplies			175.9				353.0
Work in process			77.9				111.2
Finished goods			115.5				147.6
			369.3				611.8
Property, plant, and equipment, at cost			3,928.9				3,843.5
Less accumulated depreciation			(929.7	)			(852.9	)
			2,999.2				2,990.6
Goodwill			180.8				504.0
Other assets			306.5				293.4
		$	4,530.0			$	4,911.6
Liabilities and Stockholders’ Equity
Accounts payable		$	111.7			$	217.6
Accrued liabilities			353.4				481.8
Debt:
Recourse, net of unamortized discount of $126.5 and $131.2			628.0				584.4
Non-recourse			1,155.8				1,190.3
			1,783.8				1,774.7
Deferred income			79.6				71.8
Deferred income taxes			368.7				388.3
Other liabilities			66.0				65.1
			2,763.2				2,999.3
Stockholders’ equity:
Preferred stock — 1.5 shares authorized and unissued			—				—
Common stock — 200.0 shares authorized			81.7				81.7
Capital in excess of par value			596.1				612.7
Retained earnings			1,238.9				1,427.0
Accumulated other comprehensive loss			(111.0	)			(161.3	)
Treasury stock			(38.9	)			(47.8	)
			1,766.8				1,912.3
		$	4,530.0			$	4,911.6

See accompanying notes to consolidated financial statements.

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

		Six Months Ended
		June 30,
		2009				2008
						(adjusted -
						See Note 9)
		(in millions)
Operating activities:
Net income (loss)		$	(175.5	)		$	148.0
Adjustments to reconcile net income (loss) to net cash provided by continuing operating activities:
Loss from discontinued operations			0.1				0.3
Goodwill impairment			325.0				—
Depreciation and amortization			80.7				65.9
Stock-based compensation expense			7.5				10.1
Excess tax benefits from stock-based compensation			—				(0.2	)
(Benefit) provision for deferred income taxes			(47.5	)			79.1
Gain on disposition of property, plant, equipment, and other assets			(4.6	)			(10.5	)
Other			(15.0	)			(2.2	)
Changes in assets and liabilities:
(Increase) decrease in receivables			36.1				(38.5	)
(Increase) decrease in income tax receivable			80.6				(6.3	)
(Increase) decrease in inventories			242.3				(131.7	)
(Increase) decrease in other assets			(20.5	)			(58.1	)
Increase (decrease) in accounts payable			(106.2	)			47.9
Increase (decrease) in accrued liabilities			(56.7	)			(83.3	)
Increase (decrease) in other liabilities			0.7				4.2
Net cash provided by operating activities — continuing operations			347.0				24.7
Net cash provided by operating activities — discontinued operations			—				0.8
Net cash provided by operating activities			347.0				25.5
Investing activities:
Proceeds from sales of railcars from our lease fleet			190.3				58.7
Proceeds from sales of railcars from our lease fleet — sale and leaseback			60.9				—
Proceeds from disposition of property, plant, equipment, and other assets			10.0				19.2
Capital expenditures — lease subsidiary			(243.8	)			(426.1	)
Capital expenditures — manufacturing and other			(31.6	)			(51.7	)
Net cash required by investing activities			(14.2	)			(399.9	)
Financing activities:
Issuance of common stock, net			—				2.6
Excess tax benefits from stock-based compensation			—				0.2
Payments to retire debt			(96.1	)			(357.8	)
Proceeds from issuance of debt			61.4				673.3
Stock repurchases			(6.3	)			(12.2	)
Dividends paid to common shareholders			(12.7	)			(11.3	)
Net cash (required) provided by financing activities			(53.7	)			294.8
Net increase (decrease) in cash and cash equivalents			279.1				(79.6	)
Cash and cash equivalents at beginning of period			161.8				289.6
Cash and cash equivalents at end of period		$	440.9			$	210.0

Noncash investing and financing activity:

During the six months ended June 30, 2009, the Company acquired $39.0 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
		Shares								Excess								Other								Treasury				Total
		(200.0				$1.00 Par				of Par				Retained				Comprehensive				Treasury				Stock at				Stockholders’
		Authorized)				Value				Value				Earnings				Loss				Shares				Cost				Equity
(unaudited)
(in millions, except par value)
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 FSP APB 14-1 (see Note 9)			—				—				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 loss			—				—				—				(175.5	)			—				—				—				(175.5	)
Other comprehensive income (loss):
Change in unrealized loss on derivative financial instruments, net of tax			—				—				—				—				23.5				—				—				23.5
Change in funded status of pension liability, net of tax			—				—				—				—				27.7				—				—				27.7
Other changes, net of tax			—				—				—				—				(0.9	)			—				—				(0.9	)
Comprehensive net loss																															(125.2	)
Cash dividends on common stock			—				—				—				(12.6	)			—				—				—				(12.6	)
Restricted shares issued, net			—				—				(15.3	)			—				—				0.6				15.1				(0.2	)
Shares repurchased			—				—				—				—				—				(0.8	)			(6.3	)			(6.3	)
Stock-based compensation expense			—				—				(1.3	)			—				—				—				—				(1.3	)
Other			—				—				—				—				—				0.1				0.1				0.1
Balances at June 30, 2009			81.7			$	81.7			$	596.1			$	1,238.9			$	(111.0	)			(2.4	)		$	(38.9	)		$	1,766.8

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 June 30, 2009, the results of operations for the three and six month periods ended June 30, 2009 and 2008, and cash flows for the six month periods ended June 30, 2009 and 2008 have been made in conformity with generally accepted accounting principles. Because of seasonal and other factors, the results of operations for the six month period ended June 30, 2009 may not be indicative of expected results of operations for the year ending December 31, 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, 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 9 and 15. Certain prior year balances have been reclassified on the Consolidated Balance Sheets and Consolidated Statements of Cash Flows to conform to the 2009 presentations.

Goodwill and Long-lived Assets

     Statement of Financial Accounting Standard (“SFAS”) No. 142, Goodwill and Other Intangible Assets (“SFAS 142”), requires goodwill to be tested for impairment annually, or on an interim basis, whenever events or circumstances change, indicating that the carrying amount of the asset might be impaired. The goodwill impairment test is a two-step process requiring the comparison of the reporting unit’s estimated fair value with the carrying amount of its net assets. Step two of the impairment test is necessary to determine the amount of goodwill impairment to be recorded when the reporting unit’s recorded net assets exceed its fair value. We perform this test for our five principal business segments, considered to be “reporting units” under the provisions of SFAS 142: (1) the Rail Group, (2) the Construction Products Group, (3) the Inland Barge Group, (4) the Energy Equipment Group, and (5) the Railcar Leasing and Management Services Group.

     During the second quarter of 2009, there was a significant decline in new orders for railcars and continued weakening demand for products in the Rail Group as well as a change in the average estimated railcar deliveries from independent third party research firms. Additionally, the significant number of idled railcars in the North American fleet resulted in the creation of new internal sales estimates by railcar type. Based on this information, we concluded that indications of impairment existed with respect to the Rail Group which required an interim goodwill impairment analysis and, accordingly, we performed such a test as of June 30, 2009. The table below is an average of the estimates of approximate industry railcar deliveries for the next five years from two independent third party research firms, Global Insight, Inc. and Economic Planning Associates, Inc.

Average Estimated Railcar Deliveries

		As of January 2009				As of May 2009				Percent Change
2009			28,300				24,000				(15.2	)%
2010			23,700				15,100				(36.3	)%
2011			41,550				29,150				(29.8	)%
2012			56,050				48,200				(14.0	)%
2013			62,550				59,750				(4.5	)%

     Our estimate of the Rail Group’s fair value (considered to be a level three fair value measurement) utilized an income approach based on the anticipated future discounted cash flows of the Rail Group, requiring significant estimates and judgments related to future revenues and operating profits, exit multiples, tax rates and consequences, and discount rates based upon market-based capital costs. Because the estimated fair value of the Rail Group was less than the carrying amount of its net assets, we performed step two of our goodwill impairment analysis as required by SFAS 142, by estimating the fair value of individual assets and liabilities of the Rail Group in accordance with the provisions of SFAS No. 141(R), Business Combinations and SFAS No. 157, Fair Value Measurements. The result of our impairment analysis indicated that the remaining implied goodwill amounted to $122.5 million for our Rail Group as of June 30, 2009 and, consequently, we recorded an impairment charge of $325.0 million during the second quarter of 2009. The change in our estimate of the Rail Group’s enterprise value from December 31, 2008 to June 30, 2009 was driven by economic indicators, including third-party studies that are predicting that the decline in the railcar industry is likely to extend longer than was previously expected. In management’s opinion, no interim impairment tests were necessary for our remaining business segments as there has not been a significant change in market conditions for these segments since the annual impairment test.

     Additionally, we performed an interim test for recoverability of the carrying value of our Rail Group long-lived assets based on cash flow estimates consistent with those used in the goodwill impairment test. The carrying value of long-lived assets to be held and used is considered impaired only when their carrying value is not recoverable through undiscounted future cash flows and the fair value of the assets is less than their carrying value. We determined that there was no impairment of the recoverability of the Rail Group’s long-lived assets as the Rail Group’s estimated undiscounted future cash flows exceeded the carrying value of its long-lived assets.

     Given the current economic environment and the uncertainties regarding the potential impact on our businesses, there can be no assurance that our estimates and assumptions regarding the duration of the ongoing economic downturn, or the period or strength of recovery, made for the purposes of the long-lived asset and goodwill impairment tests during the second quarter of 2009 will prove to be accurate predictions of the future. If our assumptions regarding forecasted cash flows are not achieved, it is possible that additional impairments of remaining goodwill and long-lived assets may be required.

Stockholders’ Equity

     On December 13, 2007, the Company’s Board of Directors authorized a $200 million common stock repurchase program allowing for repurchases through December 31, 2009. During the six months ended June 30, 2009 and 2008, 813,028 and 471,100 shares were repurchased under this program at a cost of approximately $6.3 million and $12.2 million, respectively. No shares were repurchased under this program for the three months ended June 30, 2009 and 2008. Since the inception of this program through June 30, 2009, the Company has repurchased a total of 3,532,728 shares at a cost of approximately $67.5 million.

Recent Accounting Pronouncements

     In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141R, Business Combinations, and SFAS No. 160, 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 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 and six months ended June 30, 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 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 were effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company adopted this standard as of January 1, 2009, and the impact of the adoption was not significant. See Note 6 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) (“FSP APB 14-1”). FSP 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 FSP 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 Company adopted the provisions of FSP APB 14-1 as of January 1, 2009. See Note 9 for a further explanation of the effects of implementing this pronouncement as it applies to our Convertible Subordinated 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 SFAS No. 128, Earnings Per Share and is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those years. The Company adopted the provisions of FSP EITF 03-6-1 as of January 1, 2009. See Note 15 for a further explanation of the effects of implementing this pronouncement.

     In April 2009, the FASB issued FASB Staff Position 107-1, Interim Disclosures about Fair Value of Financial Instruments (“FSP 107-1”). FSP 107-1 amends FASB 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. The effective date of FSP 107-1 is for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Company adopted the provisions of FSP 107-1 as of June 30, 2009. See Note 2 for required disclosures.

     In May 2009, the FASB issued SFAS No. 165, Subsequent Events (“SFAS 165”). This standard requires the disclosure of the date through which an entity has evaluated subsequent events and whether that represents the date the financial statements were issued or were available to be issued. This standard is not expected to result in significant changes in the subsequent events that an entity reports, either through recognition or disclosure, in its financial statements. The provisions for SFAS 165 were effective for interim or annual financial periods ending after June 15, 2009, and shall be applied prospectively. The Company adopted this standard on June 30, 2009, and the impact of the adoption was not significant. Subsequent events through July 30, 2009 were evaluated.

     In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (“SFAS 167”), which amends FASB Interpretation No. 46 (revised December 2003) to address the elimination of the concept of a qualifying special purpose entity. SFAS 167 also replaces the quantitative-based risks and rewards calculation for determining which enterprise has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity and the obligation to absorb losses of the entity or the right to receive benefits from the entity. Additionally, SFAS 167 provides more timely and useful information about an enterprise’s involvement with a variable interest entity. SFAS 167 will become effective in the first quarter of 2010. We are currently evaluating whether this standard will have an impact on our consolidated financial statements.

Note 2. Fair Value Accounting

     In September 2007, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities. SFAS 157 for financial assets and liabilities was 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 June 30, 2009
		(in millions)
		Level 1				Level 2				Level 3				Total
Assets:
Cash equivalents		$	366.3			$	—			$	—			$	366.3
Restricted assets (1)			122.6				—				—				122.6
Fuel derivative instruments (2)			—				0.2				—				0.2
Total assets		$	488.9			$	0.2			$	—			$	489.1
Liabilities:
Fuel derivative instruments (2)		$	—			$	0.3			$	—			$	0.3
Interest rate hedges (3)			—				33.0				—				33.0
Total liabilities		$	—			$	33.3			$	—			$	33.3

     The carrying amounts and estimated fair values of our long-term debt at June 30, 2009 were as follows:

						Estimated Fair
		Carrying Value				Value
		(in millions)
Convertible subordinated notes		$	323.5			$	244.1
Senior notes			201.5				175.6
Term loan			61.0				61.0
Secured railcar equipment notes			312.6				312.6
Warehouse facility			298.6				298.6
Promissory notes			544.6				544.6
Capital lease obligations			39.0				39.0
Other			3.0				3.0
Total		$	1,783.8			$	1,678.5

     The estimated fair values of our convertible subordinated notes and our senior notes were based on quoted market prices as of June 30, 2009. The carrying value of our warehouse facility, promissory notes, and term loan approximate fair value because the interest rate adjusts to market interest rates. The fair values of all other financial instruments are estimated to approximate carrying value.

Note 3. 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 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 5 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 June 30, 2009

		Revenues												Operating
														Profit
		External				Intersegment				Total				(Loss)
		(in millions)
Rail Group		$	159.4			$	143.9			$	303.3			$	(328.7	)
Construction Products Group			152.2				1.1				153.3				15.5
Inland Barge Group			136.7				—				136.7				30.3
Energy Equipment Group			132.6				1.8				134.4				25.2
Railcar Leasing and Management Services Group			133.5				—				133.5				35.2
All Other			1.7				8.7				10.4				(1.7	)
Corporate			—				—				—				(7.8	)
Eliminations — Lease subsidiary			—				(138.8	)			(138.8	)			(8.8	)
Eliminations — Other			—				(16.7	)			(16.7	)			(1.5	)
Consolidated Total		$	716.1			$	—			$	716.1			$	(242.3	)

Three Months Ended June 30, 2008

		Revenues												Operating
														Profit
		External				Intersegment				Total				(Loss)
		(in millions)
Rail Group		$	334.9			$	255.7			$	590.6			$	72.4
Construction Products Group			214.3				4.9				219.2				21.1
Inland Barge Group			150.9				—				150.9				27.2
Energy Equipment Group			154.3				3.0				157.3				25.4
Railcar Leasing and Management Services Group			86.4				—				86.4				36.0
All Other			4.7				13.7				18.4				5.8
Corporate			—				—				—				(11.8	)
Eliminations — Lease subsidiary			—				(252.6	)			(252.6	)			(23.1	)
Eliminations — Other			—				(24.7	)			(24.7	)			(3.0	)
Consolidated Total		$	945.5			$	—			$	945.5			$	150.0

Six Months Ended June 30, 2009

		Revenues												Operating
														Profit
		External				Intersegment				Total				(Loss)
		(in millions)
Rail Group		$	322.1			$	265.1			$	587.2			$	(334.5	)
Construction Products Group			273.2				3.6				276.8				13.6
Inland Barge Group			293.7				—				293.7				69.2
Energy Equipment Group			259.3				3.6				262.9				43.5
Railcar Leasing and Management Services Group			355.9				—				355.9				87.9
All Other			5.4				19.4				24.8				(3.1	)
Corporate			—				—				—				(15.4	)
Eliminations — Lease subsidiary			—				(255.3	)			(255.3	)			(17.7	)
Eliminations — Other			—				(36.4	)			(36.4	)			(2.5	)
Consolidated Total		$	1,509.6			$	—			$	1,509.6			$	(159.0	)

Six Months Ended June 30, 2008

														Operating
		Revenues												Profit
		External				Intersegment				Total				(Loss)
		(in millions)
Rail Group		$	682.6			$	475.8			$	1,158.4			$	149.6
Construction Products Group			379.3				9.2				388.5				33.3
Inland Barge Group			288.7				—				288.7				53.7
Energy Equipment Group			280.5				6.3				286.8				43.6
Railcar Leasing and Management Services Group			206.2				—				206.2				70.1
All Other			7.1				29.5				36.6				5.5
Corporate			—				—				—				(17.2	)
Eliminations — Lease subsidiary			—				(469.3	)			(469.3	)			(54.3	)
Eliminations — Other			—				(51.5	)			(51.5	)			(8.1	)
Consolidated Total		$	1,844.4			$	—			$	1,844.4			$	276.2

Note 4. 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:

		June 30,				December 31,
		2009				2008
						(as reported)
		(in millions)
Cash		$	13.8			$	12.7
Leasing equipment:
Machinery and other			37.7				37.0
Equipment on lease			3,016.0				2,973.2
			3,053.7				3,010.2
Accumulated depreciation			(266.5	)			(232.7	)
			2,787.2				2,777.5
Restricted assets			122.6				120.2
Debt:
Recourse			100.0				61.4
Non-recourse			1,155.8				1,190.3

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2009				2008				2009				2008
		(in millions)
Revenues		$	133.5			$	86.4			$	355.9			$	206.2
Operating profit			35.2				36.0				87.9				70.1

     For the three and six months ended June 30, 2009, revenues of $51.7 million and operating profit of $4.1 million and revenues of $183.8 million and operating profit of $22.7 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 six months ended June 30, 2008, revenues of $8.3 million and operating profit of $1.4 million and revenues of $46.2 million and operating profit of $7.2 million, respectively, were related to sales of railcars from the lease fleet to a company in which Trinity holds an equity investment. See Note 5 Equity Investment.

     The Leasing Group’s interest expense, which is not a component of operating profit and includes the effects of hedges related to the Leasing Group’s debt, was $18.2 million and $36.5 million for the three and six months ended June 30, 2009, respectively, and $16.4 million and $29.4 million, respectively, for the same periods last year. Rent expense, which is a component of operating profit, was $11.4 million and $22.9 million for the three and six months ended June 30, 2009, respectively, and $11.2 million and $22.4 million, respectively, for the same periods last year.

     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
		six months
		of 2009				2010				2011				2012				2013				Thereafter				Total
		(in millions)
Future Contractual Minimum Rental Revenues on Leases		$	109.7			$	202.7			$	161.5			$	127.3			$	97.9			$	248.5			$	947.6

     The Leasing Group’s debt at June 30, 2009 consists of both recourse and non-recourse debt. In February 2009, the Company repaid in full the $61 million of recourse debt outstanding at December 31, 2008 while entering into a seven-year $61 million term loan agreement and two ten-year capital lease obligations totaling $26.1 million during the quarter ended June 30, 2009. New capital lease obligations since December 31, 2008 totaled $39.0 million. These new debt obligations are guaranteed by the Company and secured by railcar equipment and related leases. See Note 9 for the form, maturities, and descriptions of the debt. Leasing Group equipment with a net book value of approximately $1,681.1 million is pledged as collateral for Leasing Group debt. Leasing Group equipment with a net book value of approximately $105.6 million is pledged as collateral against operating lease obligations.

     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 under shorter term operating rental agreements. See Note 4 of the December 31, 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
		six months
		of 2009				2010				2011				2012				2013				Thereafter				Total
		(in millions)
Future Operating Lease Obligations of Trusts’ Cars		$	23.8			$	40.7			$	41.7			$	44.9			$	46.1			$	475.0			$	672.2
Future Contractual Minimum Rental Revenues of Trusts’ Cars		$	27.3			$	49.0			$	40.7			$	33.6			$	23.0			$	69.0			$	242.6

Note 5. 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 January 2009, the Company acquired an additional 5% equity ownership in TRIP Holdings for approximately $9.0 million from another equity investor. 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 $56.3 million has been paid. The Company receives 25% of the distributions made from TRIP Holdings to equity investors and has a 25% interest in the net assets of TRIP Holdings upon a liquidation event. The terms of the Company’s 25% equity investment are identical to the terms of each of the other four 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 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 million and $21.3 million, respectively, in capital to TRIP Holdings equal to its 20% pro rata share of total capital received during those years by TRIP Holdings from the equity investors of TRIP Holdings. During the three and six months ended June 30, 2009, Trinity funded $4.9 million and $20.4 million, respectively, pursuant to Trinity’s 25% equity ownership obligation, totaling a $56.3 million investment in TRIP Holdings

as of June 30, 2009. Trinity’s remaining equity commitment exposure to TRIP Holdings is $5.0 million through June 2010. 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 six months ended June 30, 2009, $1.5 million and $4.1 million, respectively, of these structuring and placement fees were expensed, leaving the balance fully amortized as of June 30, 2009. Such expense has been treated as sales commissions included in operating costs in the Company’s Consolidated Statements of Operations. As of June 30, 2009, TRIP Leasing had purchased $1,284.7 million of railcars from the Company. Under TRIP Leasing’s debt agreement, the lenders’ availability period to finance additional railcar purchases ended on June 27, 2009. 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. The Company’s carrying value of its investment in TRIP Holdings is as follows:

		June 30,				December 31,
		2009				2008
		(in millions)
Capital contributions		$	56.3			$	35.9
Equity in earnings			1.8				0.5
Equity in unrealized losses on derivative financial instruments			(4.3	)			(9.5	)
Distributions			(6.0	)			(3.1	)
Deferred broker fees			(1.0	)			(0.8	)
		$	46.8			$	23.0

     Sales of railcars to TRIP Leasing and related gains for the three and six month periods ended June 30, 2009 and 2008 are as follows:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2009				2008				2009				2008
		(in millions)
Rail Group:
Sales of railcars to TRIP Leasing		$	75.0			$	83.0			$	113.0			$	229.0
Gain on sales of railcars to TRIP Leasing		$	6.2			$	19.2			$	11.2			$	44.8
Deferral of gain on sales of railcars to TRIP Leasing based on Trinity’s equity interest		$	1.6			$	3.8			$	2.8			$	8.9
TILC:
Sales of railcars to TRIP Leasing		$	51.7			$	8.3			$	183.8			$	46.2
Recognition of previously deferred gain on sales of railcars to TRIP Leasing		$	5.5			$	1.8			$	30.3			$	9.0
Deferral of gain on sales of railcars to TRIP Leasing based on Trinity’s equity interest		$	1.4			$	0.4			$	7.6			$	1.8

     Administrative fees paid to TILC by TRIP for the three and six month periods ended June 30, 2009, were $1.3 million and $2.7 million, respectively, and $0.9 million and $2.1 million, respectively, for the same periods last year.

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

Note 6. 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. Derivative instruments designated as hedges are accounted for as cash flow hedges under SFAS 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 accounted for as cash flow hedges with changes in the fair value of the instruments of $24.5 million recorded as a loss 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. On June 30, 2009, the balance remaining in AOCL was $19.8 million. The effect on interest expense for the three and six months ended June 30, 2009, was an increase of $1.0 million and $2.0 million, respectively, due to amortization of the AOCL balance. The effect on interest expense for the three and six months ended June 30, 2008, was an increase of $2.8 million and $5.0 million, respectively, due to the ineffective portion of the hedges primarily associated with hedged interest payments that were never made and amortization of the AOCL balance. 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 that 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 June 30, 2009 in the consolidated balance sheet was a liability of $30.5 million, with $29.7 million of expense in AOCL. The effect on interest expense for the three and six months ended June 30, 2009 was an increase of $5.0 million and $10.0 million, respectively, which primarily related to the monthly settlement of interest. The effect on interest expense for the three and six months ended June 30, 2008 was an increase of $1.1 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 that 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 June 30, 2009 was 1.798%. The amount recorded for these instruments as of June 30, 2009 in the consolidated balance sheet was a liability of $2.5 million. The effect on interest expense for the three and six months ended June 30, 2009 was an increase of $0.3 million and $1.4 million, respectively, which included the mark to market valuation on the interest rate swap transactions and the monthly settlement of 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 June 30, 2009, the balance remaining in AOCL was $3.2 million. The effect of the amortization on interest expense for the three and six month periods ended June 30, 2009 was a decrease of $0.1 million and $0.2 million, respectively. The effect on the same periods in the prior year was a decrease of $0.1 million and $0.2 million, respectively.

     Natural gas and diesel fuel

     We 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. The amount recorded in the consolidated balance sheet for natural gas hedges was a liability of $0.3 million as of June 30, 2009. The amount recorded in the consolidated balance sheet for diesel fuel hedges was an asset of $0.2 million and $0.1 million of income in AOCL. The effect of both derivatives on the consolidated statement of operations was operating income of $0.3 million for the three month period ended June 30, 2009, and operating expense of $1.5 million for the six month period ended June 30, 2009, which includes the mark to market valuation resulting in a gain of $0.2 million and a loss of $0.2 million for the three and six month periods ended June 30, 2009, respectively. The effect on the consolidated statement of operations for the three and six month periods ended June 30, 2008 was operating income of $8.5 million and $9.9 million, respectively, which includes the mark to market valuation resulting in gains of $7.6 million and $8.9 million for the three and six month periods ended June 30, 2008, respectively.

     Foreign Exchange Hedge

     During the first and second quarters of 2009, we entered into foreign exchange hedges to mitigate the impact on operating profit of unfavorable fluctuations in foreign currency exchange rates. These instruments are short term with quarterly maturities and no remaining balance in AOCL. The effect on the consolidated statement of operations for the three and six months ended June 30, 2009 was expense of $0.8 million and $1.0 million, respectively, included in other, net on the consolidated statement of operations.

     Zinc

     In 2008, we continued a program to mitigate the impact of fluctuations in the price of zinc purchases. The intent of this program was to protect our operating profit from adverse price changes by entering into derivative instruments. These instruments were short term with monthly maturities and no remaining balances in AOCL. The effect on the consolidated statement of operations for the three and six months ended June 30, 2008 was operating income of $0.3 million and $0.9 million, respectively. We have not entered into any new zinc derivative instruments in 2009.

Note 7. Property, Plant, and Equipment

     The following table summarizes the components of property, plant, and equipment as of June 30, 2009 and December 31, 2008.

		June 30,				December 31,
		2009				2008
						(as reported)
		(in millions)
Corporate/Manufacturing:
Land		$	37.5			$	38.1
Buildings and improvements			418.4				401.4
Machinery and other			733.5				685.4
Construction in progress			16.6				50.7
			1,206.0				1,175.6
Less accumulated depreciation			(663.2	)			(620.2	)
			542.8				555.4
Leasing:
Machinery and other			37.7				37.0
Equipment on lease			3,016.0				2,973.2
			3,053.7				3,010.2
Less accumulated depreciation			(266.5	)			(232.7	)
			2,787.2				2,777.5
Deferred profit on railcars sold to the Leasing Group			(330.8	)			(342.3	)
		$	2,999.2			$	2,990.6

Note 8. 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 six month periods ended June 30, 2009 and 2008 were as follows:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2009				2008				2009				2008
		(in millions)
Beginning balance		$	22.6			$	28.6			$	25.7			$	28.3
Warranty costs incurred			(2.7	)			(1.0	)			(4.9	)			(1.7	)
Warranty originations			1.1				2.2				2.6				3.9
Warranty expirations			(2.5	)			(0.2	)			(4.9	)			(0.9	)
Ending balance		$	18.5			$	29.6			$	18.5			$	29.6