10-Q

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 MARCH 31, 2010

OR

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 (State of Incorporation)	75-0225040 (I.R.S. Employer Identification No.)
2525 Stemmons Freeway Dallas, Texas (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. 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.

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

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ.

     At April 23, 2010 there were 79,269,397 shares of the Registrant’s common stock outstanding.

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		25
Item 3. Quantitative and Qualitative Disclosures About Market Risk.		34
Item 4. Controls and Procedures		34
PART II            OTHER INFORMATION
Item 1. Legal Proceedings		35
Item 1A. Risk Factors		35
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		35
Item 3. Defaults Upon Senior Securities		35
Item 5. Other Information		35
Item 6. Exhibits		36
SIGNATURES		37
EX-3.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2

CERTIFICATIONS

Due to the adoption of an accounting pronouncement which became effective January 1, 2010, the Consolidated Balance Sheet as of March 31, 2010, and the Consolidated Statement of Operations and the Consolidated Statement of Cash Flows for the three months ended March 31, 2010, include the financial position and results of operations of TRIP Rail Holdings LLC and its subsidiary. See Notes 1 and 6 to the Consolidated Financial Statements for an explanation of the effect of this pronouncement.

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PART I

Item 1. Financial Statements

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

	Three Months Ended
	March 31,
	2010			2009
	(in millions, except per share
	amounts)
Revenues:
Manufacturing	$	332.8		$	571.1
Leasing		121.2			222.4
		454.0			793.5
Operating costs:
Cost of revenues:
Manufacturing		280.9			483.3
Leasing		68.6			165.5
Other		4.1			9.9
		353.6			658.7
Selling, engineering, and administrative expenses:
Manufacturing		31.5			37.1
Leasing		4.4			4.2
Other		12.5			7.6
		48.4			48.9
Total operating profit		52.0			85.9
Other (income) expense:
Interest income		(0.4	)		(0.3	)
Interest expense, including TRIP Holdings of $11.8 for 2010		45.7			29.0
Other, net		1.8			2.0
		47.1			30.7
Income from continuing operations before income taxes		4.9			55.2
Provision for income taxes		0.6			21.2
Income from continuing operations		4.3			34.0
Discontinued operations:
Loss from discontinued operations, net of benefit for income taxes of $0.0 and $0.0		(0.0	)		(0.1	)
Net income		4.3			33.9
Net income attributable to noncontrolling interest		2.3			—
Net income attributable to controlling interest	$	2.0		$	33.9
Net income attributable to controlling interest per common share:
Basic:
Continuing operations	$	0.02		$	0.43
Discontinued operations		(0.00	)		(0.00	)
	$	0.02		$	0.43
Diluted:
Continuing operations	$	0.02		$	0.43
Discontinued operations		(0.00	)		(0.00	)
	$	0.02		$	0.43
Weighted average number of shares outstanding:
Basic		76.6			76.6
Diluted		76.6			76.6
Dividends declared per common share	$	0.08		$	0.08

See accompanying notes to consolidated financial statements.

2

Trinity Industries, Inc. and Subsidiaries
Consolidated Balance Sheets

	March 31,			December 31,
	2010			2009
	(unaudited)
	(in millions)
Assets
Cash and cash equivalents	$	257.7		$	611.8
Short-term marketable securities		265.1			70.0
Receivables, net of allowance		195.5			159.8
Income tax receivable		11.4			11.2
Inventories:
Raw materials and supplies		126.2			97.1
Work in process		51.3			46.5
Finished goods		105.8			87.9
		283.3			231.5
Property, plant, and equipment, at cost, including TRIP Holdings of $1,081.4 at March 31, 2010		5,099.9			3,973.3
Less accumulated depreciation, including TRIP Holdings of $64.3 at March 31, 2010		(1,029.9	)		(935.1	)
		4,070.0			3,038.2
Goodwill		203.1			180.8
Restricted cash, including TRIP Holdings of $45.9 at March 31, 2010		182.3			138.6
Other assets		175.2			214.5
	$	5,643.6		$	4,656.4
Liabilities and Stockholders’ Equity
Accounts payable	$	92.6		$	76.8
Accrued liabilities		408.8			374.5
Debt:
Recourse, net of unamortized discount of $119.0 and $121.6		647.3			646.0
Non-recourse:
Parent and wholly owned subsidiaries		1,182.2			1,199.1
TRIP Holdings		1,041.2			—
		2,870.7			1,845.1
Deferred income		35.2			77.7
Deferred income taxes		330.4			397.9
Other liabilities		79.9			78.1
		3,817.6			2,850.1
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		600.3			598.4
Retained earnings		1,154.2			1,263.9
Accumulated other comprehensive loss		(100.9	)		(98.0	)
Treasury stock		(39.2	)		(39.7	)
		1,696.1			1,806.3
Noncontrolling interest		129.9			—
		1,826.0			1,806.3
	$	5,643.6		$	4,656.4

See accompanying notes to consolidated financial statements.

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

	Three Months Ended
	March 31,
	2010			2009
	(in millions)
Operating activities:
Net income	$	4.3		$	33.9
Adjustments to reconcile net income to net cash provided by continuing operating activities:
Loss from discontinued operations		—			0.1
Depreciation and amortization		48.1			40.3
Stock-based compensation expense		3.5			3.9
Provision for deferred income taxes		1.9			8.4
Gain on disposition of railcars from our lease fleet		(2.1	)		(16.9	)
Gain on disposition of property, plant, equipment, and other assets		(2.2	)		(2.6	)
Other		0.7			2.2
Changes in assets and liabilities:
(Increase) decrease in receivables		(25.8	)		45.5
(Increase) decrease in income tax receivable		(0.2	)		7.0
(Increase) decrease in inventories		(36.6	)		52.7
(Increase) decrease in restricted cash		(0.6	)		(0.6	)
(Increase) decrease in other assets		11.6			(1.8	)
Increase (decrease) in accounts payable		13.3			(87.5	)
Increase (decrease) in accrued liabilities		(21.6	)		(32.4	)
Increase (decrease) in other liabilities		(11.4	)		(0.5	)
Net cash (required) provided by operating activities – continuing operations		(17.1	)		51.7
Net cash required by operating activities – discontinued operations		—			(0.1	)
Net cash (required) provided by operating activities		(17.1	)		51.6
Investing activities:
Investment in short-term marketable securities		(195.1	)		—
Proceeds from sales of railcars from our lease fleet		8.1			136.7
Proceeds from sales of railcars from our lease fleet – sale and leaseback		—			34.8
Proceeds from disposition of property, plant, equipment, and other assets		2.8			3.0
Capital expenditures – lease subsidiary		(37.8	)		(112.0	)
Capital expenditures – manufacturing and other		(6.2	)		(19.0	)
Acquisition, net of cash acquired		(39.9	)		—
Net cash (required) provided by investing activities		(268.1	)		43.5
Financing activities:
Issuance of common stock, net		0.3			—
Payments to retire debt – assumed debt of Quixote		(40.0	)		—
Payments to retire debt – other		(22.9	)		(73.9	)
Stock repurchases		—			(6.3	)
Dividends paid to common shareholders		(6.3	)		(6.3	)
Net cash required by financing activities		(68.9	)		(86.5	)
Net (decrease) increase in cash and cash equivalents		(354.1	)		8.6
Cash and cash equivalents at beginning of period		611.8			161.8
Cash and cash equivalents at end of period	$	257.7		$	170.4
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.

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

											Accumulated									Controlling
					Capital in						Other									Interest						Total
	Common Stock				Excess of			Retained			Comprehensive			Treasury Stock						Stockholders’			Noncontrolling			Stockholders’
	Shares		Amount		Par Value			Earnings			Loss			Shares			Amount			Equity			Interest			Equity
	(in millions)
Balances at December 31, 2009		81.7	$	81.7	$	598.4		$	1,263.9		$	(98.0	)		(2.5	)	$	(39.7	)	$	1,806.3		$	—		$	1,806.3
Cumulative effect of consolidating TRIP Holdings (see Notes 1 and 6)		—		—		—			(105.4	)		—			—			—			(105.4	)		129.9			24.5
Balances at December 31, 2009 as adjusted		81.7		81.7		598.4			1,158.5			(98.0	)		(2.5	)		(39.7	)		1,700.9			129.9			1,830.8
Net income		—		—		—			2.0			—			—			—			2.0			2.3			4.3
Other comprehensive income (loss):
Change in unrealized loss on derivative financial instruments, net of tax		—		—		—			—			(4.0	)		—			—			(4.0	)		(2.3	)		(6.3	)
Other changes, net of tax		—		—		—			—			1.1			—			—			1.1			—			1.1
Comprehensive net loss																					(0.9	)		—			(0.9	)
Cash dividends on common stock		—		—		—			(6.3	)		—			—			—			(6.3	)		—			(6.3	)
Restricted shares issued, net		—		—		1.9			—			—			—			—			1.9			—			1.9
Stock options exercised		—		—		(0.2	)		—			—			—			0.5			0.3			—			0.3
Stock-based compensation expense		—		—		0.2			—			—			—			—			0.2			—			0.2
Balances at March 31, 2010		81.7	$	81.7	$	600.3		$	1,154.2		$	(100.9	)		(2.5	)	$	(39.2	)	$	1,696.1		$	129.9		$	1,826.0

See accompanying notes to consolidated financial statements.

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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 its subsidiaries and variable interest entities for which it is the primary beneficiary (“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 March 31, 2010, and the results of operations and cash flows for the three month periods ended March 31, 2010 and 2009, have been made in conformity with generally accepted accounting principles. Because of seasonal and other factors, the results of operations for the three month period ended March 31, 2010 may not be indicative of expected results of operations for the year ending December 31, 2010. 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, 2009. Certain prior year balances have been reclassified in the consolidated financial statements to conform to the 2010 presentations.

     On January 1, 2010, the Company adopted the provisions of a new accounting standard requiring the inclusion of the consolidated financial statements of TRIP Rail Holdings LLC (“TRIP Holdings”) and subsidiary in the consolidated financial statements of the Company as of January 1, 2010. Prior to January 1, 2010, the Company’s investment in TRIP Holdings was accounted for using the equity method. Accordingly, the consolidated balance sheet of the Company as of March 31, 2010 and the consolidated statements of operations, cash flows, and stockholders’ equity for the three months ended March 31, 2010 include the accounts of TRIP Holdings and all majority owned subsidiaries. Prior periods were not restated. As a result of adopting this pronouncement, we determined the effects on Trinity’s consolidated financial statements as if TRIP Holdings had been included in the Company’s consolidated financial statements from TRIP Holdings’ inception and recorded a charge to retained earnings of $105.4 million, net of $57.7 million of tax benefit, and a noncontrolling interest of $129.9 million as of January 1, 2010. All significant intercompany accounts and transactions have been eliminated including the deferral of profits on sales of railcars from the Rail or Leasing Group to TRIP Holdings. These deferred profits will be amortized over the life of the related equipment. Additionally, any future profits on the sale of railcars to TRIP Holdings will be deferred and amortized over the life of the related equipment. The noncontrolling interest represents the non-Trinity equity interest in TRIP Holdings. See Note 6 Investment in TRIP Holdings for further discussion.

Stockholders’ Equity

     On December 8, 2009, the Company’s Board of Directors authorized an extension of its stock repurchase program. This extension allows for the repurchase of the Company’s common stock through December 31, 2010. The repurchase program commenced in 2007 when $200 million of shares were authorized for repurchase. No shares were repurchased under this program for the three months ended March 31, 2010. Since the inception of this program through March 31, 2010, the Company has repurchased a total of 3,532,728 shares at a cost of approximately $67.5 million.

Recent Accounting Pronouncements

     In June 2009, the Financial Accounting Standards Board (“FASB”) issued a new accounting standard (Accounting Standards Codification Subtopic 810-10) that amends the previous accounting rules for consolidation of variable interest entities. The new standard 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 that most significantly affect its economic performance and the obligation to absorb losses of the entity or the right to receive benefits from the entity. Additionally, the new standard provides more timely and useful information about an enterprise’s involvement with a variable interest entity. This standard was effective for annual reporting periods beginning after November 15, 2009. Accordingly, the Company adopted this new standard on January 1, 2010. See Note 6 Investment in TRIP Holdings for a further explanation of the effects of implementing this pronouncement as it applies to our investment in TRIP Holdings.

Note 2. Acquisitions

     In February 2010, pursuant to a tender offer, the Company acquired the outstanding stock of Quixote Corporation (“Quixote”) at a total cost of $58.1 million, including $17.1 million in cash balances. In addition, the Company acquired $40.0 million in debt that was subsequently retired in the first quarter of 2010. Quixote is a leading manufacturer of energy-absorbing highway crash cushions, truck-mounted attenuators, and other transportation products. In connection with the acquisition, Trinity recorded goodwill of $22.3 million based on its preliminary valuation of the net assets acquired. As a

6

result of the acquisition, the Company recorded transaction-related expenses of $4.3 million including a $1.5 million write-down of its pre-acquisition investment in Quixote classified as other selling, engineering, and administrative costs. In addition to the transaction-related expenses listed above, there was a $1.8 million reclassification of previously-recognized charges from Accumulated Other Comprehensive Loss (“AOCL”) to earnings representing the decline in fair value of the Company’s pre-acquisition investment in Quixote, included in other, net in the consolidated statement of operations. See Note 11 Other, Net and Note 14 Accumulated Other Comprehensive Loss.

Note 3. Fair Value Accounting

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

	Fair Value Measurement as of March 31, 2010
	(in millions)
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	187.1	$	—	$	—	$	187.1
Short-term marketable securities		265.1		—		—		265.1
Restricted cash		182.3		—		—		182.3
Total assets	$	634.5	$	—	$	—	$	634.5
Liabilities:
Fuel derivative instruments (1)	$	—	$	0.1	$	—	$	0.1
Interest rate hedges (2)
Parent and wholly owned subsidiaries		—		37.9		—		37.9
TRIP Holdings		—		42.0		—		42.0
Total liabilities	$	—	$	80.0	$	—	$	80.0

(1)	Fuel derivative instruments are included in accrued liabilities on the consolidated balance sheet.
(2)	Interest rate hedges are included in accrued liabilities on the consolidated balance sheet.

     The carrying amounts and estimated fair values of our long-term debt at March 31, 2010 were as follows:

	Carrying		Estimated
	Value		Fair Value
	(in millions)
Convertible subordinated notes	$	331.0	$	357.8
Senior notes		201.5		203.5
Term loan		59.2		59.2
2006 secured railcar equipment notes		297.5		292.8
TILC warehouse facility		140.0		140.0
Promissory notes		509.1		487.2
2009 secured railcar equipment notes		235.6		244.0
TRIP Holdings warehouse loan		1,041.2		1,016.2
Capital lease obligations		53.0		53.0
Other		2.6		2.6
Total	$	2,870.7	$	2,856.3

     The estimated fair values of our convertible subordinated notes and senior notes are based on quoted market prices as of March 31, 2010. The estimated fair values of our 2006 and 2009 secured railcar equipment notes, promissory notes, and TRIP Holdings warehouse loan are based on our estimate of their fair value as of March 31, 2010 determined by discounting their future cash flows at a current market interest rate. The carrying values of our TILC warehouse facility and term loan approximate fair value because the interest rates adjust to market interest rates and there has been no change in the Company’s credit rating since the loan agreements were entered into during 2009. The fair values of all other financial instruments are estimated to approximate carrying value.

     Fair value is defined 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. An entity is required to establish a fair value hierarchy which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair values 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, short-term marketable securities, and restricted cash are instruments of the United States Treasury, United States government agencies, or fully-insured certificates of deposit.

7

     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.

Note 4. Segment Information

     The Company reports operating results in five principal business segments: (1) the Rail Group, which manufactures and sells railcars and related parts and components; (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 structural wind towers, tank containers and tank heads for pressure and non-pressure vessels, and propane tanks; and (5) the Railcar Leasing and Management Services Group (“Leasing 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. Gains and losses from the sale of property, plant, and equipment which are related to manufacturing and dedicated to the specific manufacturing operations of a particular segment are recorded in the cost of revenues of that respective segment. Gains and losses from the sale of property, plant, and equipment which can be utilized by multiple segments are recorded in the cost of revenues of the All Other segment.

     Sales and related net profits from the Rail Group to the Leasing 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. Amortization of deferred profit on railcars sold to the Leasing Group is included in the operating profits of the Leasing Group. Sales of railcars from the lease fleet are included in the Leasing Group. Revenues and operating profits of the Leasing Group for the three months ended March 31, 2010 include the operating results of TRIP Holdings. Total assets of the Leasing Group, including the assets of TRIP Holdings, amounted to $4,365.7 million as of March 31, 2010. See Note 1 Summary of Significant Accounting Policies – Basis of Presentation for further discussion.

8

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

Three Months Ended March 31, 2010

									Operating
	Revenues								Profit
	External		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	32.2	$	41.4		$	73.6		$	(7.9	)
Construction Products Group		111.6		6.8			118.4			2.7
Inland Barge Group		97.4		—			97.4			17.8
Energy Equipment Group		89.1		1.0			90.1			10.4
Railcar Leasing and Management Services Group		121.2		—			121.2			48.2
All Other		2.5		7.2			9.7			(2.6	)
Corporate		—		—			—			(12.5	)
Eliminations – Lease subsidiary		—		(38.0	)		(38.0	)		(3.6	)
Eliminations – Other		—		(18.4	)		(18.4	)		(0.5	)
Consolidated Total	$	454.0	$	—		$	454.0		$	52.0

Three Months Ended 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			(1.7	)
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			1.0
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		$	85.9

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Note 5. Railcar Leasing and Management Services Group

     The Railcar Leasing and Management Services Group provides fleet management, maintenance, and leasing services. Selected consolidating financial information follows:

	March 31, 2010
	Leasing Group
	Wholly
	Owned			TRIP			Manufacturing/
	Subsidiaries			Holdings			Corporate			Total
	(in millions, unaudited)
Cash, cash equivalents, and short-term marketable securities	$	4.9		$	—		$	517.9		$	522.8
Property, plant, and equipment, net		2,860.8			1,218.3			520.6			4,599.7
Net deferred profit on railcars sold to the Leasing Group		(328.5	)		(201.2	)		—			(529.7	)
		2,532.3			1,017.1			520.6			4,070.0
Restricted cash		136.4			45.9			—			182.3
Debt:
Recourse		112.2			—			654.1			766.3
Less: unamortized discount		—			—			(119.0	)		(119.0	)
		112.2			—			535.1			647.3
Non-recourse		1,182.2			1,041.2			—			2,223.4
Total debt	$	1,294.4		$	1,041.2		$	535.1		$	2,870.7

	December 31, 2009
	Leasing Group
	Wholly
	Owned			TRIP		Manufacturing/
	Subsidiaries			Holdings		Corporate			Total
	(in millions, unaudited)
Cash, cash equivalents, and short-term marketable securities	$	6.7		$	—	$	675.1		$	681.8
Property, plant, and equipment, net		2,850.1			—		517.1			3,367.2
Net deferred profit on railcars sold to the Leasing Group		(329.0	)		—		—			(329.0	)
		2,521.1			—		517.1			3,038.2
Restricted cash		138.6			—		—			138.6
Debt:
Recourse		113.4			—		654.2			767.6
Less: unamortized discount		—			—		(121.6	)		(121.6	)
		113.4			—		532.6			646.0
Non-recourse		1,199.1			—		—			1,199.1
Total debt	$	1,312.5		$	—	$	532.6		$	1,845.1

     For the three months ended March 31, 2009, revenues of $132.1 million and operating profit of $18.6 million were related to sales of railcars from the lease fleet to TRIP Holdings. There were no sales to TRIP Holdings during the three months ended March 31, 2010. See Note 6 Investment in TRIP Holdings.

     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 $34.8 million and $18.3 million for the three months ended March 31, 2010 and 2009, respectively, including $11.8 million of TRIP Holdings’ interest expense for the three months ended March 31, 2010. Rent expense, which is a component of operating profit, was $12.1 million and $11.5 million for the three months ended March 31, 2010 and 2009, respectively.

     Equipment consists primarily of railcars leased by third parties. The Leasing Group purchases equipment manufactured by the Rail Group 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 are as follows:

	Remaining
	nine
	months of
	2010		2011		2012		2013		2014		Thereafter		Total
	(in millions)
Future contractual minimum rental revenues on leases:
Wholly owned subsidiaries	$	168.2	$	186.7	$	149.7	$	113.1	$	80.9	$	204.0	$	902.6
TRIP Holdings		80.0		98.4		79.5		53.3		37.8		121.5		470.5
	$	248.2	$	285.1	$	229.2	$	166.4	$	118.7	$	325.5	$	1,373.1

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     Debt. The Leasing Group’s debt at March 31, 2010 consists of both recourse and non-recourse debt including debt owed by TRIP Holdings which is secured solely by the assets of TRIP Holdings. See Note 10 Debt for the form, maturities, and descriptions of the debt. As of March 31, 2010, Trinity’s wholly owned subsidiaries included in the Leasing Group held equipment with a net book value of approximately $1,856.1 million that is pledged as collateral for Leasing Group debt held by those subsidiaries, including equipment with a net book value of $53.5 million securing capital lease obligations. TRIP Holdings equipment with a net book value of $1,218.3 million, excluding deferred profit on railcars sold to TRIP Holdings, is pledged as collateral for the TRIP Holdings warehouse loan. Certain wholly owned subsidiaries of the Company, including Trinity Industries Leasing Company (“TILC”), are guarantors of the Company’s senior debt and certain operating leases. See Note 6 Investment in TRIP Holdings and Note 18 Financial Statements for Guarantors of the Senior Debt for further discussion.

     Off Balance Sheet Arrangements. 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”). Each Trust financed the purchase of the railcars with a combination of debt and equity. In each transaction, the equity participant in the Trust is considered to be the primary beneficiary of the Trusts and therefore, the debt related to the Trusts is not included as part of the consolidated financial statements. 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.

     These Leasing Group subsidiaries had total assets as of March 31, 2010 of $230.7 million, including cash of $85.7 million and railcars of $104.5 million. The right, title, and interest in each sublease, cash, and railcars are pledged to collateralize the lease obligations to the Trusts and are included in the consolidated financial statements of the Company. Trinity does not guarantee the performance of the subsidiaries’ lease obligations. Certain ratios and cash deposits must be maintained by the Leasing Group’s subsidiaries in order for excess cash flow, as defined in the agreements, from the lease to third parties to be available to Trinity. 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
	nine
	months of
	2010		2011		2012		2013		2014		Thereafter		Total
	(in millions)
Future operating lease obligations of Trusts’ railcars	$	30.0	$	41.3	$	44.6	$	45.8	$	44.9	$	425.5	$	632.1
Future contractual minimum rental revenues of Trusts’ railcars	$	42.3	$	47.1	$	38.2	$	25.9	$	16.8	$	57.6	$	227.9

     Operating Lease Obligations. Future amounts due as well as future contractual minimum rental revenues related to operating leases other than leases with the Trusts are as follows:

	Remaining
	nine
	months of
	2010		2011		2012		2013		2014		Thereafter		Total
	(in millions)
Future operating lease obligations	$	4.3	$	5.0	$	4.4	$	4.4	$	4.4	$	17.0	$	39.5
Future contractual minimum rental revenues	$	3.8	$	4.5	$	3.8	$	3.3	$	3.1	$	9.3	$	27.8

See Note 5 of the December 31, 2009 Consolidated Financial Statements filed on Form 10-K for a detailed explanation of these financing transactions.

Note 6. Investment in TRIP Holdings

     In 2007, the Company and five other equity investors unrelated to the Company or its subsidiaries formed 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”), purchased railcars from the Company’s Rail and Leasing Groups funded by capital contributions from TRIP Holdings’ equity investors and third-party debt from 2007 through June 2009. The Company provided 20% of the total of all capital contributions required by TRIP Holdings in exchange for 20% of the equity in TRIP Holdings. In 2009, the Company acquired an additional 8.16% equity ownership in TRIP Holdings for approximately $16.2 million from another equity investor increasing the Company’s equity investment to $63.5 million. The Company receives 28.16% of the distributions made from TRIP Holdings to equity investors and has a 28.16% interest in the net assets of TRIP Holdings upon a liquidation event. The terms of the Company’s equity

11

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, TILC, 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. In 2009, Trinity contributed $11.4 million to TRIP Holdings pursuant to Trinity’s equity ownership obligation, totaling a $63.5 million investment in TRIP Holdings as of December 31, 2009 after considering equity interests purchased by Trinity from another equity owner. No contributions were made by Trinity to TRIP Holdings during the three months ended March 31, 2010. Trinity’s remaining equity commitment to TRIP Holdings is $5.5 million through June 2010. In 2007, 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 were expensed on a pro rata basis as railcars were purchased from the Company. The balance was fully amortized as of December 31, 2009. Such expense was treated as sales commissions included in operating costs in the Company’s consolidated statement of operations. As of March 31, 2010, 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 in June 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:

	March 31,			December 31,
	2010			2009
	(millions)
Capital contributions	$	47.3		$	47.3
Equity purchased from another investor		16.2			16.2
		63.5			63.5
Equity in earnings		3.9			3.0
Equity in unrealized losses on derivative financial instruments		(4.1	)		(3.2	)
Distributions		(6.0	)		(6.0	)
Deferred broker fees		(1.0	)		(1.0	)
	$	56.3		$	56.3

     On January 1, 2010, the Company adopted the provisions of a new accounting pronouncement which amended the rules regarding the consolidation of variable interest entities. Under this new standard, which changed the criteria for determining which enterprise has a controlling financial interest, the Company was determined to be the primary beneficiary of TRIP Holdings because of its combined role as both equity member and manager/servicer of TRIP Holdings. Accordingly, the consolidated balance sheet of the Company as of March 31, 2010 and the consolidated statements of operations, cash flows, and stockholders’ equity for the three months ended March 31, 2010 include the accounts of TRIP Holdings. Prior periods were not restated. As a result of adopting this pronouncement, we determined the effects on Trinity’s consolidated financial statements as if TRIP Holdings had been included in the Company’s consolidated financial statements from TRIP Holdings’ inception and recorded a charge to retained earnings of $105.4 million, net of $57.7 million in tax benefit, and a noncontrolling interest of $129.9 million as of January 1, 2010. All significant intercompany accounts and transactions have been eliminated including the deferral of profits on sales of railcars from the Rail or Leasing Group to TRIP Holdings. These deferred profits will be amortized over the life of the related equipment. Additionally, any future profits on the sale of railcars to TRIP Holdings will be deferred and amortized over the life of the related equipment. The noncontrolling interest represents the non-Trinity equity interest in TRIP Holdings. The assets of TRIP Holdings may only be used to satisfy liabilities of TRIP Holdings and the liabilities of TRIP Holdings have recourse only to TRIP Holdings’ assets.

     Prior to January 1, 2010, profit on equipment sales to TRIP Leasing was recognized at the time of sale to the extent of the non-Trinity interests in TRIP Holdings. The deferred profit on the sale of equipment to TRIP Leasing pertaining to TILC’s interest in TRIP Holdings was being amortized over the depreciable life of the related equipment. All other fee income to TILC earned from services provided to TRIP Holdings was recognized by TILC to the extent of the non-Trinity interests in TRIP Holdings. Effective January 1, 2010, amortization of the deferred profit on the sale of equipment is recorded as if the entire profit on equipment sales to TRIP Leasing was deferred at the time of the sale and amortized over the depreciable life of the related equipment. All fee income to TILC earned from services provided to TRIP Holdings has been eliminated for the three months ended March 31, 2010.

12

     Sales of railcars to TRIP Leasing and related gains for the three month periods ended March 31, 2010 and 2009 are as follows:

	Three Months Ended
	March 31,
	2010		2009
	(in millions)
Rail Group:
Sales of railcars to TRIP Leasing	$	—	$	38.0
Gain on sales of railcars to TRIP Leasing	$	—	$	5.0
Deferral of gain on sales of railcars to TRIP Leasing based on Trinity’s equity interest	$	—	$	1.2
TILC:
Sales of railcars to TRIP Leasing	$	—	$	132.1
Recognition of previously deferred gain on sales of railcars to TRIP Leasing	$	—	$	24.8
Deferral of gain on sales of railcars to TRIP Leasing based on Trinity’s equity interest	$	—	$	6.2

     Administrative fees paid to TILC by TRIP Holdings and TRIP Leasing for the three month periods ended March 31, 2010 and 2009, were $0.9 million and $1.4 million, respectively.

     On October 15, 2009, TILC loaned TRIP Holdings $14.5 million to resolve a collateral deficiency. The note has a balance of $3.6 million as of March 31, 2010, and is eliminated in consolidation along with the related interest. The note is repayable monthly from TRIP Holdings’ excess cash flow plus accrued interest at 11% and is expected to be repaid in full on or before June 30, 2010.

     See Note 6 of the December 31, 2009 Consolidated Financial Statements filed on Form 10-K for additional information.

Note 7. Derivative Instruments

     We use derivative instruments to mitigate the impact of increases in interest rates and zinc, natural gas, and diesel fuel prices, 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 that are designated and qualify as cash flow hedges are accounted for in accordance with accounting standards issued by the FASB. See Note 3 Fair Value Accounting for discussion of how the Company valued its commodity hedges and interest rate swaps at March 31, 2010.

     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 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 March 31, 2010, the balance remaining in AOCL was $16.9 million. The effect on interest expense for each of the three month periods ended March 31, 2010 and 2009 was an increase of $1.0 million due to amortization of the AOCL balance. It is expected that $3.7 million in interest expense will be recognized 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 March 31, 2010 in the consolidated balance sheet was a liability of $35.9 million, with $33.8 million of expense in AOCL. The effect on interest expense for the three months ended March 31, 2010 and 2009 was an increase of $5.2 million and $5.0 million, respectively, which related to the monthly settlement of interest. See Note 10 Debt. Based on the fair value of the interest rate hedge as of March 31, 2010, it is expected that $18.7 million will be included in interest expense during the next twelve months.

     During 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, 2010 was 1.798%. The amount recorded for these

13

instruments as of March 31, 2010 in the consolidated balance sheet was a liability of $2.0 million. The effect on interest expense for the three months ended March 31, 2010 and 2009 was an increase of $0.4 million and $1.1 million, respectively, which included the mark to market valuation on the interest rate swap transactions and the monthly settlement of interest. Based on the fair value of the interest rate hedges as of March 31, 2010, it is expected that $2.0 million in interest expense will be recognized in 2010. These interest rate hedges are due to expire during the fourth quarter of 2010.

     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 March 31, 2010, the balance remaining in AOCL was $2.9 million. The effect of the amortization on interest expense for each of the three month periods ended March 31, 2010 and 2009 was a decrease of $0.1 million. It is expected that $0.4 million in earnings will be recognized during the next twelve months from amortization of the AOCL balance.

     Between 2007 and 2009, TRIP Holdings entered into interest rate swap transactions, all of which qualify as cash flow hedges. As of March 31, 2010, maturities for cash flow hedges ranged from 2011-2023. The total notional value of cash flow hedges outstanding at March 31, 2010 was $877.5 million, with a weighted average interest rate of 3.64%. The amount recorded in the consolidated balance sheet for these instruments was a liability of $42.0 million as of March 31, 2010, with $6.2 million of expense recorded in accumulated other comprehensive loss and $33.1 million recorded in noncontrolling interest. The effect of the TRIP Holdings’ interest rate swaps on interest expense for the three month period ended March 31, 2010 was an increase of $7.5 million. Based on the fair value of interest rate hedges as of March 31, 2010, it is expected that $27.0 million will be included in interest expense during the next twelve months.

     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 for these instruments in the consolidated balance sheet as of March 31, 2010 was a liability of $0.1 million. The effect on the consolidated statement of operations for the three month period ended March 31, 2010 was operating expense of $0.1 million, which includes the mark to market valuation resulting in a loss of $0.1 million. The effect of both derivatives on the consolidated statement of operations for the three month period ended March 31, 2009 was operating expense of $1.8 million including losses of $0.5 million resulting from the mark to market valuation for the three month period ended March 31, 2009.

     Foreign Exchange Hedge

     During the three months ended March 31, 2010 and 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 as of March 31, 2010. The effect on the consolidated statement of operations for the three months ended March 31, 2010 and 2009 was expense of $0.6 million and $0.2 million, respectively, included in other, net on the consolidated statement of operations.

     Zinc

     We maintain a program to mitigate the impact of fluctuations in the price of zinc purchases. The intent of this program is to protect our operating profit from adverse price changes by entering into derivative instruments. During the fourth quarter of 2009 and the first quarter of 2010, we entered into derivative instruments which expired on March 31, 2010. The effect of these derivative instruments on the 2010 consolidated financial statements was not significant. We did not enter into any new zinc derivative instruments during the first quarter of 2009.

14

Note 8. Property, Plant, and Equipment

     The following table summarizes the components of property, plant, and equipment as of March 31, 2010 and December 31, 2009:

	March 31,			December 31,
	2010			2009
				(as reported)
	(in millions)
Manufacturing/Corporate:
Land	$	40.1		$	39.1
Buildings and improvements		422.9			405.9
Machinery and other		705.3			708.1
Construction in progress		10.5			12.2
		1,178.8			1,165.3
Less accumulated depreciation		(658.2	)		(648.2	)
		520.6			517.1
Leasing:
Wholly owned subsidiaries:
Machinery and other		38.1			38.1
Equipment on lease		3,130.1			3,098.9
		3,168.2			3,137.0
Less accumulated depreciation		(307.4	)		(286.9	)
		2,860.8			2,850.1
TRIP Holdings:
Equipment on lease		1,282.6			—
Less accumulated depreciation		(64.3	)		—
		1,218.3			—
Net deferred profit on railcars sold to the Leasing Group
Sold to wholly owned subsidiaries		(328.5	)		(329.0	)
Sold to TRIP Holdings		(201.2	)		—
	$	4,070.0		$	3,038.2

Note 9. Warranties

     The Company provides warranties against manufacturing defects generally 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 month periods ended March 31, 2010 and 2009 are as follows:

	Three Months Ended
	March 31,
	2010			2009
	(in millions)
Beginning balance	$	19.6		$	25.7
Warranty costs incurred		(0.7	)		(2.3	)
Warranty originations and revisions		1.6			1.1
Warranty expirations		(0.9	)		(1.9	)
Ending balance	$	19.6		$	22.6

15

Note 10. Debt

     The following table summarizes the components of debt as of March 31, 2010 and December 31, 2009:

	March 31,			December 31,
	2010			2009
				(as reported)
	(in millions)
Manufacturing/Corporate – Recourse:
Revolving commitment	$	—		$	—
Convertible subordinated notes		450.0			450.0
Less: unamortized discount		(119.0	)		(121.6	)
		331.0			328.4
Senior notes		201.5			201.5
Other		2.6			2.7
		535.1			532.6
Leasing – Recourse:
Capital lease obligations		53.0			53.6
Term loan		59.2			59.8
		647.3			646.0
Leasing – Non-recourse:
2006 secured railcar equipment notes		297.5			304.7
2009 secured railcar equipment notes		235.6			237.6
TILC warehouse facility		140.0			141.4
Promissory notes		509.1			515.4
TRIP Holdings warehouse loan		1,041.2			—
		2,223.4			1,199.1
Total debt	$	2,870.7		$	1,845.1

     On January 1, 2009, we adopted the provisions of a new accounting pronouncement that is applicable to the Company’s 3 7/8% Convertible Subordinated Notes issued June 2006. The pronouncement 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. This pronouncement required retrospective application to all periods presented and did not grandfather existing instruments.

     As of March 31, 2010 and December 31, 2009, 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 Convertible Subordinated Notes for the three months ended March 31, 2010 and 2009 is as follows:

	Three Months Ended
	March 31,
	2010		2009
	(in millions)
Coupon rate interest	$	4.4	$	4.4
Amortized debt discount		2.5		2.3
	$	6.9	$	6.7

     At March 31, 2010, the Convertible Subordinated Notes were convertible at a price of $51.73 per share resulting in 8,699,014 issuable shares. As of March 31, 2010, if the Convertible Subordinated Notes had been converted, no shares would have been issued since the trading price of the Company’s common stock was below the conversion price of the Convertible Subordinated Notes. The Company has not entered into any derivatives transactions associated with these notes.

     Trinity’s revolving credit facility requires maintenance of ratios related to interest coverage for the leasing and manufacturing operations, leverage, and minimum net worth. Interest on the revolving credit facility is calculated at prime or LIBOR plus 75 basis points. At March 31, 2010, there were no borrowings under our $425 million revolving credit facility maturing on October 19, 2012. After $88.9 million was considered for letters of credit, $336.1 million was available under the revolving credit facility.

     In May 2009, TILC renewed its railcar leasing warehouse facility through February 2011. Unless renewed, this facility will be payable in three equal installments in August 2011, February 2012, and August 2012. Advances under this facility

16

bear interest at a defined index rate plus a margin, for an all-in interest rate of 2.74% at March 31, 2010. At March 31, 2010, $140.0 million was outstanding and $335.0 million was available under this facility.

     In June 2007, TRIP Leasing entered into a $1.19 billion Warehouse Loan Agreement which contains a floating rate revolving facility (the “TRIP Warehouse Loan”). The TRIP Warehouse Loan had a two year revolving availability period which ended in June 2009. From June 2010 through June 2011, all excess cash flow, as defined by the loan agreement, must be applied to reductions in principal in lieu of dividends to members. Commencing June 2011, the outstanding balance is due in four quarterly installments ending March 2012. The availability period and quarterly installment due dates are subject to extension by written agreement between TRIP Leasing and its lenders. No extensions to the availability period were issued as of March 31, 2010. The TRIP Warehouse Loan has a final maturity date of June 27, 2037. The TRIP Warehouse Loan is a limited recourse obligation, secured by a portfolio of railcars and operating leases, certain cash reserves for interest payments, and other assets acquired and owned by TRIP Leasing. The TRIP Warehouse Loan consists of Tranche A bearing an interest rate of the one month USD Libor plus 0.75% and Tranche B bearing an interest rate of the one month USD Libor plus 2.00%.

     Terms and conditions of other debt, including recourse and non-recourse provisions, are described in Note 11 of the December 31, 2009 Consolidated Financial Statements filed on Form 10-K.

     The remaining principal payments under existing debt agreements as of March 31, 2010 are as follows:

	Remaining
	nine months
	of 2010		2011		2012		2013		2014		Thereafter
	(in millions)
Recourse:
Manufacturing/Corporate	$	0.6	$	0.5	$	0.4	$	0.2	$	201.7	$	450.7
Leasing – term loan (Note 5)		1.9		2.6		2.8		3.0		3.3		45.6
Leasing – capital leases (Note 5)		1.8		2.6		2.8		2.9		3.1		39.8
Non-recourse – leasing (Note 5):
2006 secured railcar equipment notes		12.1		14.8		13.6		15.3		17.1		224.6
2009 secured railcar equipment notes		6.4		10.2		9.2		10.2		9.9		189.7
TILC warehouse facility		3.3		7.0		4.0		—		—		—
Promissory notes		20.1		28.2		30.0		28.0		26.5		376.3
TRIP Holdings warehouse loan		20.8		749.4		271.0		—		—		—
Total principal payments excluding termination of TILC warehouse trust facility		67.0		815.3		333.8		59.6		261.6		1,326.7
TILC warehouse trust facility termination payments		—		42.3		83.4		—		—		—
Total principal payments	$	67.0	$	857.6	$	417.2	$	59.6	$	261.6	$	1,326.7

Note 11. Other, Net

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

	Three Months Ended
	March 31,
	2010			2009
	(in millions)
Foreign currency exchange transactions	$	0.3		$	2.7
Loss (gain) on equity investments		1.7			(0.6	)
Other		(0.2	)		(0.1	)
Other, net	$	1.8		$	2.0

Other, net includes a $1.8 million loss on the write-down of the Company’s pre-acquisition investment in Quixote Corporation. See Note 2 Acquisitions.

17

Note 12. Income Taxes

     The change in unrecognized tax benefits for the three months ended March 31, 2010 and 2009 were as follows:

	Three Months Ended
	March 31,
	2010			2009
	(in millions)
Beginning balance	$	40.1		$	32.9
Additions for tax positions related to the current year		0.8			0.7
Additions for tax positions of prior years		5.8			0.3
Reductions for tax positions of prior years		(5.2	)		(1.1	)
Settlements		(1.1	)		—
Ending balance	$	40.4		$	32.8

     The additions for the three months ended March 31, 2010 and 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 reclassified to uncertain tax positions.

     The increase in tax positions related to prior years is primarily related to a Federal tax position that was taken on a previously filed tax return. This position was submitted to the Internal Revenue Service (“IRS”) and we anticipate making a payment related to this position when the current examination cycle closes. In addition, we have also reflected additional income tax reserves of $1.6 million related to our recent acquisition of Quixote Corporation.

     The reduction in tax positions of prior years was primarily related to state taxes. During the three months ended March 31, 2010, we received additional facts on certain state tax positions that led us to conclude that our reserve was overstated in certain states. This reduction in state positions was accompanied by a reduction in related deferred tax assets. For the three months ended March 31, 2009, the reduction in tax positions was primarily due to the completion of state audits in which the Company’s tax position was not challenged by the state and for which the positions are now effectively settled.

     Settlements during the three months ended March 31, 2010 related to a first quarter tax settlement of the 2002 Mexico tax return of one of our subsidiaries. We paid $2.1 million in taxes, penalties, and interest related to this settlement. The excess of the amount reserved over the settlement amount is reflected as a $1.8 million benefit in income taxes.

     The total amount of unrecognized tax benefits including interest and penalties at March 31, 2010 that would affect the Company’s effective tax rate if recognized was $17.7 million. There is a reasonable possibility that unrecognized federal and state tax benefits will decrease by March 31, 2011 due to a lapse in the statute of limitations for assessing tax. Amounts subject to a lapse in statute by March 31, 2011 total $0.5 million. Further, there is a reasonable possibility that the unrecognized Federal tax benefits will decrease by March 31, 2011 due to settlements with taxing authorities. Amounts expected to settle by March 31, 2011 total $7.1 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 March 31, 2010 and December 31, 2009 was $12.5 million and $16.0 million, respectively. Income tax expense for the three months ended March 31, 2010 and 2009, included a reduction to income tax expense of $3.5 million and an increase to income tax expense of $1.2 million, respectively, in interest expense and penalties related to uncertain tax positions.

     We are currently under three separate IRS examination cycles. These include the tax years ended 1998 through 2002; 2004 through 2005; and 2006 through 2008. Our statute remains open from the year ended March 31, 1998, forward. We have agreed upon all issues related to the 1998-2002 exam cycle and are currently waiting for the final Revenue Agent Report and tax assessment. We are currently unable to determine when the IRS will issue their final closing letter and have been working with them to close out this cycle. We are fully reserved for these issues and have made a preliminary tax payment to stop the accrual of additional interest. We have also concluded the field work for the 2004-2005 exam cycle and have been issued a Revenue Agent Report, or “30-Day Letter.” Certain issues have been agreed upon by us and the IRS and certain issues remain unresolved. Accordingly, we have appealed those unresolved issues to the Appeals Division of the IRS. Due to the uncertainty of the length of the appeals process and possible post-appeals litigation on any issues, the statute related to the 2004-2005 exam cycle will remain open for an indeterminable period of time. Likewise, as the 2006-2008 cycle has only recently begun, we are unable to determine how long these periods will remain open.

     As previously mentioned, during the three months ended March 31, 2010, we closed our audit with one of our Mexican subsidiaries. The 2003 tax year is still under review and is expected to be completed within the calendar year. Our Swiss

18

subsidiary has been audited through the 2007 tax year and no adjustments have been proposed. Our various other European subsidiaries, including subsidiaries that were sold in 2006, are impacted by various statutes of limitations which are generally open from 2003 forward. An exception to this is our discontinued operations in Romania, which have been audited through 2004. Generally, states’ statutes in the United States are open from 2002 forward.

     The effective tax rate for continuing operations for the three month period ended March 31, 2010 was 12.2% and varied from the federal statutory rate of 35.0% due primarily to the release of income tax reserves in Mexico in excess of the amounts settled, state income taxes, and discrete adjustments related to foreign and state taxes. The prior year effective tax rate for continuing operations for the three month period ended March 31, 2009 was 38.4% and varied from the federal statutory rate of 35.0% due primarily to state income taxes, discrete adjustments related to foreign and state taxes, and revisions of federal deferred tax items.

Note 13. Employee Retirement Plans

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

	Three Months Ended
	March 31,
	2010			2009
	(in millions)
Service cost	$	0.2		$	2.2
Interest		4.9			5.5
Expected return on plan assets		(5.0	)		(4.0	)
Actuarial loss		0.6			1.9
Curtailment		—			(0.3	)
Profit sharing		2.1			3.0
Net expense	$	2.8		$	8.3

     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 cease effective March 31, 2009, and the Supplemental Plan was frozen as of that date. In addition, the Company amended the Trinity Industries, Inc. Standard Pension Plan (the “Pension Plan”). This amendment was designed to reduce future pension costs and provides that, effective March 31, 2009, all future benefit accruals under the Pension Plan automatically cease for all participants, and the accrued benefits under the Pension Plan were 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 $3.4 million and $8.5 million to the Company’s defined benefit pension plans for the three month periods ended March 31, 2010 and 2009, respectively. Total contributions to the Company’s pension plans in 2010 are expected to be approximately $12.7 million.

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Note 14. Accumulated Other Comprehensive Loss

Comprehensive net income (loss) is as follows:

	Three Months Ended
	March 31,
	2010			2009
	(in millions)
Net income	$	2.0		$	33.9
Other comprehensive income (loss):
Currency translation adjustments, net of tax expense of $— and $—		0.0			0.0
Change in funded status of pension liability, net of tax expense of $— and $16.4		—			27.7
Change in unrealized loss on derivative financial instruments, net of tax expense (benefit) of $(1.8) and $2.4		(4.0	)		4.5
Other changes, net of tax expense (benefit) of $0.7 and $(0.5)		1.1			(0.8	)
Comprehensive net income (loss)	$	(0.9	)	$	65.3

The components of accumulated other comprehensive loss are as follows:

	March 31,			December 31,
	2010			2009
				(as reported)
	(in millions)
Currency translation adjustments, net of tax benefit of $(0.2) and $(0.2)	$	(17.1	)	$	(17.1	)
Unrealized loss on derivative financial instruments, net of tax benefit of $(17.7) and $(15.9)		(33.0	)		(29.0	)
Funded status of pension liability, net of tax benefit of $(30.0) and $(30.0)		(50.8	)		(50.8	)
Other changes, net of tax benefit of $ — and $(0.7)		—			(1.1	)
	$	(100.9	)	$	(98.0	)

Note 15. Stock-Based Compensation

     Stock-based compensation totaled approximately $3.5 million and $3.9 million for the three months ended March 31, 2010 and 2009, respectively.

Note 16. Net Income Per Common Share

     On January 1, 2009, we adopted the provisions of the new FASB accounting pronouncement 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.

     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 antidilutive, 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. Total weighted average restricted shares and stock options having an antidilutive effect on diluted earnings per share were 3.4 million shares and 3.8 million shares for the three month periods ended March 31, 2010 and 2009, respectively.

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

	Three Months Ended								Three Months Ended
	March 31, 2010								March 31, 2009
	(in millions, except per share amounts)
	Income			Average					Income			Average
	(Loss)			Shares		EPS			(Loss)			Shares		EPS
Income from continuing operations	$	4.3							$	34.0
Less: income from continuing operations attributable to noncontrolling interest		2.3								—
Income from continuing operations attributable to controlling interest		2.0								34.0
Unvested restricted share participation		(0.2	)							(1.1	)
Income from continuing operations attributable to controlling interest – basic		1.8			76.6	$	0.02			32.9			76.6	$	0.43
Effect of dilutive securities:
Stock options		—			0.0					—			0.0
Income from continuing operations attributable to controlling interest – diluted	$	1.8			76.6	$	0.02		$	32.9			76.6	$	0.43
Loss from discontinued operations, net of taxes	$	(0.0	)						$	(0.1	)
Unvested restricted share participation		—								—
Loss from discontinued operations, net of taxes – basic	$	(0.0	)		76.6	$	(0.00	)	$	(0.1	)		76.6	$	(0.00	)
Effect of dilutive securities:
Stock options		—			0.0					—			0.0
Loss from discontinued operations, net of taxes – diluted	$	(0.0	)		76.6	$	(0.00	)	$	(0.1	)		76.6	$	(0.00	)

Note 17. Contingencies

     The Company 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 impact the operating results of the reporting period in which such resolution occurs.

     Trinity is subject to Federal, state, local, and foreign laws and regulations relating to the environment and the workplace. The Company has reserved $6.9 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 18. Financial Statements for Guarantors of the Senior Debt

     The Company’s senior debt and 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., Trinity Parts & Components, LLC, and Trinity Structural Towers, Inc. (“Combined Guarantor Entities”). The senior debt is not guaranteed by any remaining wholly owned subsidiary of the Company nor by TRIP Holdings or TRIP Leasing (“Combined Non-Guarantor Entities”). Effective January 1, 2010, Trinity Structural Towers Inc. was included as an additional guarantor of the Senior debt. As of March 31, 2010, assets held by the non-guarantor subsidiaries and variable interest entities for which the Company is the primary beneficiary included $182.3 million of restricted cash that was not available for distribution to Trinity Industries, Inc. (“Parent”), $2,981.3 million of equipment securing certain debt including $1,218.3 million in equipment owned by TRIP Holdings, $104.5 million of equipment securing certain lease obligations held by the non-guarantor subsidiaries, and $211.2 million of assets located in foreign locations. As of December 31, 2009, assets held by the non-guarantor subsidiaries included $138.6 million of restricted

21

cash that was not available for distribution to the Parent, $1,776.3 million of equipment securing certain debt, $105.3 million of equipment securing certain lease obligations held by the non-guarantor subsidiaries, and $213.9 million of assets located in foreign locations.

Statement of Operations
For the Three Months Ended March 31, 2010

						Combined
				Combined		Non-
				Guarantor		Guarantor
	Parent			Entities		Entities			Eliminations			Consolidated
	(in millions)
Revenues	$	(0.1	)	$	235.1	$	250.8		$	(31.8	)	$	454.0
Cost of revenues		4.7			180.6		200.1			(31.8	)		353.6
Selling, engineering, and administrative expenses		12.4			18.3		17.7			—			48.4
		17.1			198.9		217.8			(31.8	)		402.0
Operating profit (loss)		(17.2	)		36.2		33.0			—			52.0
Other (income) expense		(14.8	)		10.5		33.9			17.5			47.1
Income (loss) from continuing operations before income taxes		(2.4	)		25.7		(0.9	)		(17.5	)		4.9
Provision (benefit) for income taxes		(6.7	)		10.3		(3.0	)		—			0.6
Income from continuing operations		4.3			15.4		2.1			(17.5	)		4.3
Loss from discontinued operations, net of benefit for income taxes of $0.0		—			—		—			—			—
Net income	$	4.3		$	15.4	$	2.1		$	(17.5	)	$	4.3

Statement of Operations
For the Three Months Ended March 31, 2009

							Combined
				Combined			Non-
				Guarantor			Guarantor
	Parent			Entities			Entities			Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	525.0		$	343.4		$	(74.9	)	$	793.5
Cost of revenues		9.7			438.7			285.2			(74.9	)		658.7
Selling, engineering, and administrative expenses		7.5			23.0			18.4			—			48.9
		17.2			461.7			303.6			(74.9	)		707.6
Operating profit (loss)		(17.2	)		63.3			39.8			—			85.9
Other (income) expense		(44.6	)		(1.3	)		20.1			56.5			30.7
Income from continuing operations before income taxes		27.4			64.6			19.7			(56.5	)		55.2
Provision (benefit) for income taxes		(6.5	)		19.9			7.8			—			21.2
Income from continuing operations		33.9			44.7			11.9			(56.5	)		34.0
Loss from discontinued operations, net of benefit for income taxes of $0.0		—			—			(0.1	)		—			(0.1	)
Net income	$	33.9		$	44.7		$	11.8		$	(56.5	)	$	33.9

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Balance Sheet
March 31, 2010

					Combined
			Combined		Non-
			Guarantor		Guarantor
	Parent		Entities		Entities		Eliminations			Consolidated
	(in millions)
Assets:
Cash and cash equivalents	$	245.4	$	1.4	$	22.1	$	(11.2	)	$	257.7
Short-term marketable securities		265.1		—		—		—			265.1
Receivables, net of allowance		—		91.4		104.1		—			195.5
Income tax receivable		11.4		—		—		—			11.4
Inventory		—		149.0		134.3		—			283.3
Property, plant, and equipment, net		19.7		712.6		3,337.7		—			4,070.0
Investments in subsidiaries/intercompany receivable (payable), net		1,871.0		952.4		470.0		(3,293.4	)		—
Restricted cash		—		—		171.1		11.2			182.3
Goodwill and other assets		225.4		126.4		206.9		(180.4	)		378.3
	$	2,638.0	$	2,033.2	$	4,446.2	$	(3,473.8	)	$	5,643.6
Liabilities:
Accounts payable	$	5.7	$	33.6	$	53.3	$	—		$	92.6
Accrued liabilities		170.0		69.0		169.8		—			408.8
Debt		532.9		114.4		2,223.4		—			2,870.7
Deferred income		31.2		1.7		2.3		—			35.2
Deferred income taxes		—		500.7		10.1		(180.4	)		330.4
Other liabilities		72.2		0.9		6.8		—			79.9
Total stockholders’ equity		1,826.0		1,312.9		1,980.5		(3,293.4	)		1,826.0
	$	2,638.0	$	2,033.2	$	4,446.2	$	(3,473.8	)	$	5,643.6

Balance Sheet
December 31, 2009

					Combined
			Combined		Non-
			Guarantor		Guarantor
	Parent		Entities		Entities		Eliminations			Consolidated
	(in millions)
Assets:
Cash and cash equivalents	$	596.3	$	2.6	$	12.9	$	—		$	611.8
Short-term marketable securities		70.0		—		—		—			70.0
Receivables, net of allowance		—		41.5		118.3		—			159.8
Income tax receivable		11.2		—		—		—			11.2
Inventory		—		94.4		137.1		—			231.5
Property, plant, and equipment, net		19.4		849.5		2,169.3		—			3,038.2
Investments in subsidiaries/intercompany receivable (payable), net		1,808.4		891.3		618.2		(3,317.9	)		—
Restricted cash		—		—		138.6		—			138.6
Goodwill and other assets		175.3		193.8		140.3		(114.1	)		395.3
	$	2,680.6	$	2,073.1	$	3,334.7	$	(3,432.0	)	$	4,656.4
Liabilities:
Accounts payable	$	5.5	$	29.8	$	41.5	$	—		$	76.8
Accrued liabilities		194.6		49.0		130.9		—			374.5
Debt		530.4		115.7		1,199.0		—			1,845.1
Deferred income		70.0		4.2		3.5		—			77.7
Deferred income taxes		—		500.6		11.4		(114.1	)		397.9
Other liabilities		73.8		1.0		3.3		—			78.1
Total stockholders’ equity		1,806.3		1,372.8		1,945.1		(3,317.9	)		1,806.3
	$	2,680.6	$	2,073.1	$	3,334.7	$	(3,432.0	)	$	4,656.4

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Statement of Cash Flows
For the Three Months Ended March 31, 2010

							Combined
				Combined			Non-
				Guarantor			Guarantor
	Parent			Entities			Entities			Eliminations			Consolidated
	(in millions)
Net cash provided (required) by operating activities	$	(108.7	)	$	30.9		$	71.9		$	(11.2	)	$	(17.1	)
Net cash provided (required) by investing activities		(236.2	)		(30.8	)		(1.1	)		—			(268.1	)
Net cash provided (required) by financing activities		(6.0	)		(1.3	)		(61.6	)		—			(68.9	)
Net increase (decrease) in cash and cash equivalents		(350.9	)		(1.2	)		9.2			(11.2	)		(354.1	)
Cash and cash equivalents at beginning of period		596.3			2.6			12.9			—			611.8
Cash and cash equivalents at end of period	$	245.4		$	1.4		$	22.1		$	(11.2	)	$	257.7

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

							Combined
				Combined			Non-
				Guarantor			Guarantor
	Parent			Entities			Entities			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

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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 of Trinity Industries, Inc. and subsidiaries (“Trinity”, “Company”, “we”, or “our”) and related notes thereto appearing elsewhere in this document.

     In 2007, the Company purchased 20% of the equity in newly-formed TRIP Rail Holdings LLC (“TRIP Holdings”). TRIP Holdings and its subsidiary, TRIP Rail Leasing LLC (“TRIP Leasing”), provide railcar leasing and management services in North America. Railcars are purchased from the Rail and Railcar Leasing and Management Services groups of Trinity by TRIP Leasing. In 2009, the Company acquired an additional 8.16% equity ownership in TRIP Holdings for approximately $16.2 million from another equity investor. As a result, the Company now owns a 28.16% equity ownership in TRIP Holdings, increasing the Company’s total investment to $63.5 million. Trinity’s remaining equity commitment to TRIP Holdings is $5.5 million through June 2010.

     Trinity’s carrying value of its investment in TRIP Holdings follows:

	March 31,			December 31,
	2010			2009
	(in millions)
Capital contributions	$	47.3		$	47.3
Equity purchased from another investor		16.2			16.2
		63.5			63.5
Equity in earnings		3.9			3.0
Equity in unrealized losses on derivative financial instruments		(4.1	)		(3.2	)
Distributions		(6.0	)		(6.0	)
Deferred broker fees		(1.0	)		(1.0	)
	$	56.3		$	56.3

     On January 1, 2010, the Company adopted the provisions of a new accounting pronouncement which amended the rules regarding the consolidation of variable interest entities. Under this new standard, which changed the criteria for determining which enterprise has a controlling financial interest, the Company was determined to be the primary beneficiary of TRIP Holdings because of its combined role as both equity member and manager/servicer of TRIP Holdings. Accordingly, the consolidated balance sheet of the Company as of March 31, 2010 and the consolidated statements of operations, cash flows and stockholders’ equity for the three months ended March 31, 2010 include the accounts of TRIP Holdings. Prior periods were not restated. As a result of adopting this pronouncement, we determined the effects on Trinity’s consolidated financial statements as if TRIP Holdings had been included in the Company’s consolidated financial statements from TRIP Holdings’ inception and recorded a charge to retained earnings of $105.4 million, net of $57.7 million of tax benefit, and a noncontrolling interest of $129.9 million as of January 1, 2010. All significant intercompany accounts and transactions have been eliminated including the deferral of profits on sales of railcars from the Rail or Leasing Group to TRIP Holdings. These deferred profits will be amortized over the life of the related equipment. Additionally, any future profits on the sale of railcars to TRIP Holdings will be deferred and amortized over the life of the related equipment. The noncontrolling interest represents the non-Trinity equity interest in TRIP Holdings. See further discussion in Note 1 Summary of Significant Accounting Policies — Basis of Presentation and Note 6 Investment in TRIP Holdings in the consolidated financial statements. The assets of TRIP Holdings may only be used to satisfy liabilities of TRIP Holdings and the liabilities of TRIP Holdings have recourse only to TRIP Holdings’ assets.

     On December 8, 2009, the Company’s Board of Directors authorized an extension of its stock repurchase program. This extension allows for the repurchase of the Company’s common stock through December 31, 2010. The repurchase program commenced in 2007 when $200 million of shares were authorized for repurchase. No shares were repurchased under this program for the three months ended March 31, 2010. Since the inception of this program through March 31, 2010, the Company has repurchased a total of 3,532,728 shares at a cost of approximately $67.5 million.

     In February 2010, pursuant to a tender offer, the Company acquired the outstanding stock of Quixote Corporation (“Quixote”) at a total cost of $58.1 million, including $17.1 million in cash balances. In addition, the Company acquired $40.0 million in debt that was subsequently retired in the first quarter of 2010. Quixote is a leading manufacturer of energy-absorbing highway crash cushions, truck-mounted attenuators, and other transportation products. In connection with the acquisition, Trinity recorded goodwill of $22.3 million based on its preliminary valuation of the net assets acquired. As a result of the acquisition, the Company recorded transaction-related expenses of $4.3 million including a $1.5 million write-down of its pre-acquisition investment in Quixote classified as other selling, engineering, and administrative costs. In addition to the transaction-related expenses listed above, there was a $1.8 million reclassification of previously-recognized

25

charges from Accumulated Other Comprehensive Loss (“AOCL”) to earnings representing the decline in fair value of its pre-acquisition investment in Quixote, included in other, net in the consolidated statement of operations. See Note 2 Acquisition, Note 11 Other, Net and Note 14 Accumulated Other Comprehensive Loss in the consolidated financial statements.

Overall Summary for Continuing Operations

     Revenues

	Three Months Ended March 31, 2010								Three Months Ended March 31, 2009
	Revenues								Revenues								Percent
	External		Intersegment			Total			External		Intersegment			Total			Change
						($ in millions)
Rail Group	$	32.2	$	41.4		$	73.6		$	162.7	$	121.2		$	283.9			(74.1	)%
Construction Products Group		111.6		6.8			118.4			121.0		2.5			123.5			(4.1	)
Inland Barge Group		97.4		—			97.4			157.0		—			157.0			(38.0	)
Energy Equipment Group		89.1		1.0			90.1			126.7		1.8			128.5			(29.9	)
Railcar Leasing and Management Services Group		121.2		—			121.2			222.4		—			222.4			(45.5	)
All Other		2.5		7.2			9.7			3.7		10.7			14.4			(32.6	)
Eliminations – lease subsidiary		—		(38.0	)		(38.0	)		—		(116.5	)		(116.5	)
Eliminations – other		—		(18.4	)		(18.4	)		—		(19.7	)		(19.7	)
Consolidated Total	$	454.0	$	—		$	454.0		$	793.5	$	—		$	793.5			(42.8	)

     Our revenues for the three month period ended March 31, 2010 decreased primarily due to the impact of the economic downturn on the markets we serve, especially the new railcar market, partially offset by the inclusion of the operating results of TRIP Holdings in the consolidated statements of operations for the three months ended March 31, 2010. See discussion below regarding the Railcar Leasing and Management Services Group.

     Operating Profit (Loss)

	Three Months Ended
	March 31,
	2010			2009
	(in millions)
Rail Group	$	(7.9	)	$	(5.8	)
Construction Products Group		2.7			(1.7	)
Inland Barge Group		17.8			38.9
Energy Equipment Group		10.4			18.3
Railcar Leasing and Management Services Group		48.2			52.7
All Other		(2.6	)		1.0
Corporate		(12.5	)		(7.6	)
Eliminations – lease subsidiary		(3.6	)		(8.9	)
Eliminations – other		(0.5	)		(1.0	)
Consolidated Total	$	52.0		$	85.9

     Operating profit for the three month period ended March 31, 2010 decreased as a result of lower revenues amid highly competitive markets.

     Other Income and Expense. Interest expense, net of interest income, was $45.3 million for the three month period ended March 31, 2010 compared to $28.7 million for the same period last year. Interest income increased $0.1 million over the same quarter of last year. Interest expense increased $16.7 million over the same period last year due to the inclusion of TRIP Holdings interest expense of $11.8 million in 2010 and an increase in debt levels, including $238.3 million of secured railcar equipment notes for the Leasing Group entered into in November 2009. The decrease in Other, net expense for the three month period ended March 31, 2010 was primarily due to lower foreign currency translation losses partially offset by the recorded decline in fair value of the Company’s pre-acquisition investment in Quixote Corporation.

     Income Taxes. The effective tax rate for continuing operations for the three month period ended March 31, 2010 was 12.2% and varied from the federal statutory rate of 35.0% due primarily to the release of income tax reserves in Mexico in excess of the amounts settled, state income taxes and discrete adjustments related to foreign and state taxes. The prior year effective tax rate for continuing operations for the three month period ended March 31, 2009 was 38.4% and varied from the federal statutory rate of 35.0% due primarily to state income taxes, discrete adjustments related to foreign and state taxes, and revisions of federal deferred tax items.

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Rail Group

	Three Months Ended March 31,
							Percent
	2010			2009			Change
	($ in millions)
Revenues:
Rail	$	45.4		$	250.8			(81.9	)%
Components		28.2			33.1			(14.8	)
Total revenues	$	73.6		$	283.9			(74.1	)
Operating profit (loss)	$	(7.9	)	$	(5.8	)
Operating profit (loss) margin		(10.7	)%		(2.0	)%

     Railcar shipments decreased 84% to approximately 500 railcars during the three month period ended March 31, 2010, compared to the same period in 2009. As of March 31, 2010, our Rail Group backlog consisted of approximately 2,980 railcars as compared to approximately 6,210 railcars as of March 31, 2009. The railcar backlog dollar value as of March 31, 2010 and March 31, 2009 was as follows:

	As of March 31,
	2010		2009
	(in millions)
External Customers	$	97.6	$	201.2
TRIP Leasing		—		85.1
Leasing Group		150.1		260.8
Total	$	247.7	$	547.1

     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 may vary by the time of delivery.

     The operating loss for the Rail Group increased $2.1 million for the three month period ended March 31, 2010 compared to the same period last year. This increase was primarily due to a significantly reduced volume of railcars delivered during the period amid a lower pricing and unit demand environment.

     In the three months ended March 31, 2010, railcar shipments included sales to the Leasing Group of $38.0 million compared to $116.5 million in the comparable period in 2009 with a deferred profit of $3.6 million compared to $8.9 million for the same period in 2009. Sales to the Leasing Group and related profits are included in the operating results of the Rail Group but are eliminated in consolidation. There were no railcar sales to TRIP Leasing during the three month period ended March 31, 2010. Results for the three month period ended March 31, 2009 included $38.0 million in railcars sold to TRIP Leasing, that resulted in a gain of $5.0 million of which $1.2 million in profit was deferred based on our equity interest. See Note 6 Investment in TRIP Holdings of the consolidated financial statements for information about TRIP Leasing.

Construction Products Group

	Three Months Ended March 31,
							Percent
	2010			2009			Change
	($ in millions)
Revenues:
Concrete and Aggregates	$	54.3		$	77.9			(30.3	)%
Highway Products		63.0			43.1			46.2
Other		1.1			2.5			(56.0	)
Total revenues	$	118.4		$	123.5			(4.1	)
Operating profit (loss)	$	2.7		$	(1.7	)
Operating profit (loss) margin		2.3	%		(1.4	)%

     The decrease in revenues for the three month period ended March 31, 2010 compared to the same period in 2009 was primarily attributable to the overall decline in the economic conditions related to the markets served by our Concrete and Aggregates operations partially offset by an increase in volumes shipped by our Highway Products business and revenues from Quixote Corporation totaling $9.7 million. See Note 2 Acquisitions in the consolidated financial statements. Operating profit for the three months ended March 31, 2010 compared to the same period in 2009 increased as a result of the higher Highway Products volume. Additionally, operating profit for the three months ended March 31, 2009 included a $1.7 million write down of inventory to market value.

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Inland Barge Group

	Three Months Ended March 31,
							Percent
	2010			2009			Change
	($ in millions)
Revenues	$	97.4		$	157.0			(38.0	)%
Operating profit	$	17.8		$	38.9
Operating profit margin		18.3	%		24.8	%

     Revenues and operating profit decreased for the three month period ended March 31, 2010 compared to the same period in the prior year due to a change in the mix of tank barge types, more competitive hopper barge prices, lower raw material prices and fewer barges shipped overall. Operating profit for the three months ended March 31, 2009 included the refund of $0.9 million in unclaimed settlement funds related to a legal settlement. No refunds were received during the three months ended March 31, 2010 for the same settlement. As of March 31, 2010, the backlog for the Inland Barge Group was approximately $361.1 million compared to approximately $401.6 million as of March 31, 2009.

Energy Equipment Group

	Three Months Ended March 31,
							Percent
	2010			2009			Change
	($ in millions)
Revenues:
Structural wind towers	$	55.0		$	91.8			(40.1	)%
Other		35.1			36.7			(4.4	)
Total revenues	$	90.1		$	128.5			(29.9	)
Operating profit	$	10.4		$	18.3
Operating profit margin		11.5	%		14.2	%

     Revenues and operating profit decreased for the three month period ended March 31, 2010 compared to the same period in 2009 due to lower structural wind tower shipments. As of March 31, 2010, the backlog for structural wind towers was approximately $1.1 billion compared to approximately $1.3 billion as of March 31, 2009.

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Railcar Leasing and Management Services Group

	Three Months Ended March 31,
							Percent
	2010			2009			Change
	($ in millions)
Revenues:
Wholly owned subsidiaries:
Leasing and management	$	84.1		$	85.7			(1.9	)%
Sales of cars from the lease fleet		7.9			136.7			(94.2	)
		92.0			222.4
TRIP Holdings:
Leasing and management		29.0			—			—
Sales of cars from the lease fleet		0.2			—			—
		29.2			—			—
Total revenues	$	121.2		$	222.4			(45.5	)
Operating Profit:
Wholly owned subsidiaries:
Leasing and management	$	29.2		$	35.8
Sales of cars from the lease fleet		1.9			16.9
		31.1			52.7
TRIP Holdings:
Leasing and management		17.1			—
Sales of cars from the lease fleet		—			—
		17.1			—
Total operating profit	$	48.2		$	52.7
Operating profit margin:
Leasing and management		40.9	%		41.8	%
Sales of cars from the lease fleet		23.5			12.4
Total operating profit margin		39.8			23.7
Fleet utilization:
Wholly owned subsidiaries		98.3	%		98.4	%
TRIP Holdings		99.3	%		—

     Total revenues decreased for the three month period ended March 31, 2010 compared to the same period last year due to decreased sales from the lease fleet including $132.1 million in sales to TRIP Leasing for the three months ended March 31, 2009. Additionally, due to the adoption of an accounting pronouncement, the Leasing Group’s results of operations for the three months ended March 31, 2010 include TRIP Holdings and its subsidiary, TRIP Leasing. See Note 1 Summary of Significant Accounting Policies – Basis of Presentation and Note 6 Investment in TRIP Holdings in the consolidated financial statements for further discussion.

     Operating profit for the three month period ended March 31, 2010 decreased compared to the same period in 2009 due to lower profit from lease fleet sales, higher maintenance expenses, and lower rental rates partially offset by the inclusion of TRIP Holdings in the Leasing Group’s results of operations for the three months ended March 31, 2010. Results for the three months ended March 31, 2009 included $132.1 million in sales of railcars to TRIP Leasing that resulted in the recognition of previously deferred gains of $24.8 million of which $6.2 million were deferred based on our equity interest. There were no sales to TRIP Leasing during the three months ended March 31, 2010. For the three months ended March 31, 2009, operating profit included $1.7 million in structuring and placement fees related to TRIP Holdings that were expensed. There were no structuring and placement fees expensed during the three months ended March 31, 2010.

     To fund the continued expansion of its lease fleet to meet market demand, the Leasing Group generally uses its non-recourse $475 million warehouse facility or excess cash to provide initial financing for a portion of the purchase price of the railcars. After initial financing, the Leasing Group generally obtains long-term financing for the railcars in the lease fleet through long-term recourse debt such as equipment trust certificates, long-term non-recourse operating leases pursuant to sales/leaseback transactions, non-recourse asset-backed securities, or recourse convertible subordinated notes. See Financing Activities.

     As of March 31, 2010, information regarding the Leasing Group’s lease fleet follows:

					Average
			Average		remaining lease
	No. of cars		age		term
Wholly owned subsidiaries		50,350		5.5		3.7
TRIP Holdings		14,710		2.8		4.3

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All Other

	Three Months Ended March 31,
						Percent
	2010			2009		Change
	($ in millions)
Revenues	$	9.7		$	14.4		(32.6	)%
Operating profit (loss)	$	(2.6	)	$	1.0

     The decrease in revenues and operating profit for the three month period ended March 31, 2010 over the same period last year was primarily due to a decrease in both external and intersegment sales by our transportation company and increased costs associated with non-operating facilities resulting from an overall decline in business activity.

Liquidity and Capital Resources

Cash Flows

     Operating Activities. Net cash required by operating activities of continuing operations for the three months ended March 31, 2010 was $17.1 million compared to $51.7 million of net cash provided by operating activities of continuing operations for the same period in 2009.

     Accounts receivables at March 31, 2010 as compared to the accounts receivables balance at December 31, 2009 increased by $25.8 million, after excluding initial balances acquired from Quixote, or approximately 16.1% due primarily to higher receivables from the Energy Equipment Group. Raw materials inventory at March 31, 2010 increased by $26.4 million, after excluding Quixote’s initial balances acquired, or approximately 27.2% since December 31, 2009 primarily attributable to higher levels in our Rail and Inland Barge groups to complete specific orders. Finished goods inventory increased by $11.9 million since December 31, 2009, after excluding Quixote’s initial balances acquired, primarily due to higher inventory levels in our Highway Products operations and higher levels of structural wind towers. Accounts payable increased by $13.3 million from December 31, 2009, after excluding Quixote’s initial balances acquired, primarily due to slightly higher production levels in the business groups mentioned. Accrued liabilities decreased by $21.6 million from December 31, 2009, after excluding Quixote’s initial balances acquired and the opening balances of TRIP Holdings which consolidated beginning January 1, 2010. The decrease was primarily due to the normal settlement of year-end liabilities during the first quarter of 2010. 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 by investing activities for the three months ended March 31, 2010 was $268.1 million compared to $43.5 million of cash provided by investing activities for the same period last year. Investments in short-term marketable securities increased by $195.1 million during the three months ended March 31, 2010. Capital expenditures for the three months ended March 31, 2010 were $44.0 million, of which $37.8 million were for additions to the lease fleet. This compares to $131.0 million of capital expenditures for the same period last year, of which $112.0 million were for additions to the lease fleet. Proceeds from the sale of property, plant, and equipment and other assets were $10.9 million for the three months ended March 31, 2010 composed primarily of railcar sales from the lease fleet. This compares to $174.5 million for the same period in 2009 composed primarily of railcar sales from the lease fleet, which included $132.1 million to TRIP Leasing, and the sale of non-operating assets. Cash required for the purchase of Quixote Corporation in February 2010 amounted to $39.9 million, excluding $17.1 million in cash balances acquired.

     Financing Activities. Net cash required by financing activities during the three months ended March 31, 2010 was $68.9 million compared to $86.5 million of cash provided by financing activities for the same period in 2009. During the three months ended March 31, 2010 we retired $62.9 million in debt including $40.0 million in debt assumed as a result of the Quixote acquisition. We intend to use our cash and credit facilities to fund the operations, expansions, and growth initiatives of the Company.

     At March 31, 2010, there were no borrowings under our $425 million revolving credit facility that matures on October 19, 2012. Interest on the revolving credit facility is calculated at prime or LIBOR plus 75 basis points. After $88.9 million was considered for letters of credit, $336.1 million was available under the revolving credit facility as of March 31, 2010.

     In May 2009, TILC renewed its railcar leasing warehouse facility through February 2011. Unless renewed, this facility will be payable in three equal installments in August 2011, February 2012, and August 2012. Advances under this facility bear interest at a defined index rate plus a margin, for an all-in interest rate of 2.74% at March 31, 2010. At March 31, 2010, $140.0 million was outstanding and $335.0 million was available under this facility.

     On December 8, 2009, the Company’s Board of Directors authorized an extension of its stock repurchase program. This extension allows for the repurchase of the Company’s common stock through December 31, 2010. The repurchase program commenced in 2007 when $200 million of shares were authorized for repurchase. No shares were repurchased under this

30

program for the three months ended March 31, 2010. Since the inception of this program through March 31, 2010, the Company has repurchased a total of 3,532,728 shares at a cost of approximately $67.5 million.

     The economic and financial crisis experienced by the United States economy during 2009 and 2008 has impacted our businesses. New orders for railcars continued to drop significantly in 2009 as the transportation industry saw a significant decline in the shipment of freight. The 2010 outlook for the transportation industry is for continued weakness. Orders for structural wind towers have been slow since mid-2008 when 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 have adapted to the rapid decline in market conditions by reducing our production footprint and staffing levels.

Equity Investment

     See Note 6 of the Consolidated Financial Statements for information about the investment in TRIP Holdings.

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 issued equity at various times. As of March 31, 2010, the Company had $336.1 million available under its revolving credit facility and $335.0 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 and is active in the credit markets.

Off Balance Sheet Arrangements

     See Note 5 of the Consolidated Financial Statements for information about off balance sheet arrangements.

Derivative Instruments

     We use derivative instruments to mitigate the impact of increases in interest rates and zinc, natural gas, and diesel fuel prices, 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 that are designated and qualify as cash flow hedges are accounted for in accordance with accounting standards issued by the FASB. See Note 3 Fair Value Accounting to the consolidated financial statements for discussion of how the Company valued its commodity hedges and interest rate swaps at March 31, 2010.

     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 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 March 31, 2010, the balance remaining in AOCL was $16.9 million. The effect on interest expense for each of the three month periods ended March 31, 2010 and 2009 was an increase of $1.0 million due to amortization of the AOCL balance. It is expected that $3.7 million in interest expense will be recognized 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 March 31, 2010 in the consolidated balance sheet was a liability of $35.9 million, with $33.8 million of expense in AOCL. The effect on interest expense for the three months ended March 31, 2010 and 2009 was an increase of $5.2 million and $5.0 million, respectively, which related to the monthly settlement of interest. See Note 10 Debt. Based on the fair value of the interest rate hedge as of March 31, 2010, it is expected that $18.7 million will be included in interest expense during the next twelve months.

     During 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

31

average fixed interest rate under these instruments at March 31, 2010 was 1.798%. The amount recorded for these instruments as of March 31, 2010 in the consolidated balance sheet was a liability of $2.0 million. The effect on interest expense for the three months ended March 31, 2010 and 2009 was an increase of $0.4 million and $1.1 million, respectively, which included the mark to market valuation on the interest rate swap transactions and the monthly settlement of interest. Based on the fair value of the interest rate hedges as of March 31, 2010, it is expected that $2.0 million in interest expense will be recognized in 2010. These interest rate hedges are due to expire during the fourth quarter of 2010.

     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 March 31, 2010, the balance remaining in AOCL was $2.9 million. The effect of the amortization on interest expense for each of the three month periods ended March 31, 2010 and 2009 was a decrease of $0.1 million. It is expected that $0.4 million in earnings will be recognized during the next twelve months from amortization of the AOCL balance.

     Between 2007 and 2009, TRIP Holdings entered into interest rate swap transactions, all of which qualify as cash flow hedges. As of March 31, 2010, maturities for cash flow hedges ranged from 2011-2023. The total notional value of cash flow hedges outstanding at March 31, 2010 was $877.5 million, with a weighted average interest rate of 3.64%. The amount recorded in the consolidated balance sheets for these instruments was a liability of $42.0 million as of March 31, 2010, with $6.2 million of expense recorded in accumulated other comprehensive loss and $33.1 million recorded in noncontrolling interest. The effect of the TRIP Holdings’ interest rate swaps on interest expense for the three-month period ended March 31, 2010 was an increase of $7.5 million. Based on the fair value of interest rate hedges as of March 31, 2010, it is expected that $27.0 million will be included in interest expense during the next twelve months.

     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 for these instruments in the consolidated balance sheet as of March 31, 2010 was a liability of $0.1 million. The effect on the consolidated statement of operations for the three month period ended March 31, 2010 was operating expense of $0.1 million, which includes the mark to market valuation resulting in a loss of $0.1 million. The effect of both derivatives on the consolidated statement of operations for the three month period ended March 31, 2009 was operating expense of $1.8 million including losses of $0.5 million resulting from the mark to market valuation for the three month period ended March 31, 2009.

     Foreign Exchange Hedge

     During the three months ended March 31, 2010 and 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 as of March 31, 2010. The effect on the consolidated statement of operations for the three months ended March 31, 2010 and 2009 was expense of $0.6 million and $0.2 million, respectively, included in other, net on the consolidated statement of operations.

     Zinc

     We maintain a program to mitigate the impact of fluctuations in the price of zinc purchases. The intent of this program is to protect our operating profit from adverse price changes by entering into derivative instruments. During the fourth quarter of 2009 and the first quarter of 2010, we entered into derivative instruments which expired on March 31, 2010. The effect of these derivative instruments on the 2010 consolidated financial statements was not significant. We did not enter into any new zinc derivative instruments during the first quarter of 2009.

Contractual Obligation and Commercial Commitments

     As of March 31, 2010, other commercial commitments related to letters of credit decreased slightly to $88.9 million from $89.6 million as of December 31, 2009. Refer to Note 10 of the Consolidated Financial Statements for changes to our outstanding debt and maturities. Other commercial commitments that relate to operating leases including sale/leaseback transactions were basically unchanged as of March 31, 2010.

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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;

• 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 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 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.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

     There has been no material change in our market risks since December 31, 2009 as set forth in Item 7A of our 2009 Form 10-K. 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 months ended March 31, 2010.

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.

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PART II

Item 1. Legal Proceedings

     The information provided in Note 17 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 2009 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 March 31, 2010:

							Maximum
							Number (or
					Total		Approximate
					Number of		Dollar Value)
					Shares (or		of
					Units)		Shares (or
					Purchased		Units)
					as		that May Yet
					Part of		Be
			Average		Publicly		Purchased
	Number of		Price		Announced		Under the
	Shares		Paid per		Plans or		Plans
Period	Purchased(1)		Share (1)		Programs (2)		or Programs (2)
January 1, 2010 through January 31, 2010		673	$	16.32		—	$	132,536,481
February 1, 2010 through February 28, 2010		203	$	17.37		—	$	132,536,481
March 1, 2010 through March 31, 2010		5,989	$	18.31		—	$	132,536,481
Total		6,865	$	18.09		—	$	132,536,481

(1)

These columns include the following transactions during the three months ended March 31, 2010: (i) the deemed surrender to the Company of 5,815 shares of Common Stock to pay the exercise price in connection with the exercise of employee stock options and (ii) the purchase of 1,050 shares of common stock by the Trustee for assets held in a non-qualified employee profit sharing plan trust.

(2)

On December 8, 2009, the Company’s Board of Directors authorized an extension of its stock repurchase program. This extension allows for the repurchase of the Company’s common stock through December 31, 2010. The repurchase program commenced in 2007 when $200 million of shares were authorized for repurchase. No shares were purchased under this program for the three months ended March 31, 2010. Since the inception of this program through March 31, 2010, the Company has repurchased a total of 3,532,728 shares at a cost of approximately $67.5 million.

Item 3. Defaults Upon Senior Securities

     None.

Item 5. Other Information

     None.

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Item 6. Exhibits

Exhibit Number	Description
3.1	Amended and restated By-Laws of Trinity Industries, Inc. dated March 4, 2010 (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).

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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.
Registrant By /s/ WILLIAM A. MCWHIRTER II  
William A. McWhirter II
Senior Vice President and
Chief Financial Officer
April 29, 2010

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INDEX TO EXHIBITS

Exhibit Number	Description
3.1	Amended and restated By-Laws of Trinity Industries Inc. dated March 4, 2010 (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).

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EX-3.1

Exhibit 3.1

As Amended Effective March 4, 2010

BYLAWS

OF

TRINITY INDUSTRIES, INC.

ARTICLE I.
Offices

     Section 1. The registered office shall be located in the City of Wilmington, County of New Castle, State of Delaware.

     Section 2. The corporation may also have offices at such other places within or without the State of Delaware as the Board of Directors may from time to time determine, or as the business of the corporation may require.

ARTICLE II.
Meetings of Stockholders

     Section 1. Meetings of the stockholders for any purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

     Section 2. The annual meeting of stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At such meeting, the stockholders entitled to vote thereat shall elect by a plurality vote a Board of Directors. Nominations for election to the Board of Directors shall be made at such meeting only by or at the direction of the Board of Directors, by a nominating committee or person

appointed by the Board of Directors, or by a stockholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 2. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation. To be timely, a stockholder’s notice shall be delivered to, or mailed and received at, the principal executive offices of the corporation not less than sixty days nor more than ninety days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the later of (i) the sixtieth day prior to such annual meeting or (ii) the tenth day following the day on which public announcement of the date of such meeting is first made. For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. Such stockholder’s notice to the Secretary shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of capital stock of the corporation which are beneficially owned by the person, and (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended; and (b) as to the stockholder giving the notice, (i) the name and record address of the stockholder, (ii) the class and number of shares of capital stock of the corporation which are beneficially owned by the

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stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as director of the corporation. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth herein.

     The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

     At each annual meeting of the stockholders, only such business shall be conducted as shall have properly been brought before the meeting. To be properly before the meeting, the business to be conducted must be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, otherwise properly brought before the meeting by or at the direction of the Board of Directors, or otherwise properly brought before the meeting by a stockholder entitled to vote at the meeting. In addition to any other applicable requirements, for business to be properly brought before the meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely, a stockholder’s notice shall be delivered to, or mailed and received at, the principal executive offices

3

of the corporation not less than sixty days nor more than ninety days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the later of (i) the sixtieth day prior to such annual meeting or (ii) the tenth day following the day on which public announcement of the date of such meeting is first made. A stockholder’s notice to the Secretary of the corporation shall set forth as to each matter that the stockholder proposes to bring before the annual meeting, (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the stockholder proposing such business, (iii) the class and number of shares of the corporation which are beneficially owned by the stockholder, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting. Notwithstanding the foregoing provisions of this Section 2, a stockholder seeking to have a proposal included in the corporation’s proxy statement shall comply with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended (including, but not limited to, Rule 14a-8 or its successor provision).

     Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in this Section 2; provided, however, that nothing in this Section 2 shall be deemed to preclude discussion by any stockholder of any business properly brought before the annual meeting in accordance with the procedures set forth

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in this Section 2.

     The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that the business sought to be so conducted was not properly brought before the meeting in accordance with the provisions of this Section 2, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

     Section 3. Special meetings of the stockholders may be called by the chief executive officer or a majority of the Board of Directors.

     Section 4. Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each stockholder of record entitled to vote at such meeting.

     Section 5. Business transacted at any special meeting shall be confined to the purposes stated in the notice thereof.

     Section 6. The holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at meetings of stockholders except as otherwise provided by any applicable statute. If, however, a quorum shall not be present or represented at any meeting of the stockholders, the presiding officer at the meeting or the stockholders present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. In addition, the presiding officer at any meeting of stockholders shall have the power to adjourn the meeting at the request of the Board

5

of Directors if the Board of Directors determines that adjournment is necessary or appropriate to enable stockholders to consider fully information which the Board of Directors determines has not been made sufficiently or timely available to stockholders or to otherwise exercise effectively their voting rights.

     Section 7. Except as provided in Section 2 hereof with respect to the election of the Board of Directors, at a meeting at which a quorum is present, the vote of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote shall be the act of the stockholders’ meeting, unless the vote of a greater number is required by law or the Certificate of Incorporation.

     Section 8. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders, except to the extent that the voting rights of the shares of any class are limited or denied by the Certificate of Incorporation.

     Section 9. At any meeting of the stockholders, every stockholder having the right to vote may vote either in person, or by proxy appointed by an instrument in writing as to a particular meeting and any adjournment or adjournments thereof subscribed by such stockholder or by his duly authorized attorney-in-fact. A proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise provided by law.

     Section 10. The officer or agent having charge of the stock transfer books shall make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the corporation, and shall be subject to inspection by any stockholder at any time during usual business hours. Such list shall also be produced and kept

6

open at the time and place of the meeting, and shall be subject to the inspection of any stockholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer book or to vote at any such meeting of stockholders.

     Section 11. Notwithstanding any inconsistent provision which may be contained in these Bylaws, in order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within ten days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten days of the date upon which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or any officer or agent of the corporation having custody of the book in which proceedings of stockholders’ meeting are recorded, to the attention of the Secretary of the corporation. Delivery shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by

7

applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

ARTICLE III.
Directors

     Section 1. The number of directors of the corporation shall be eleven (11). The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified; provided, any director may be removed at any time, with or without cause, by the holders of a majority of the shares entitled to vote, represented in person or by proxy, at any duly constituted meeting of stockholders called for the purpose of removing any such director or directors. Directors need not be residents of the State of Delaware or stockholders of the corporation.

     Section 2. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any newly created directorship(s) resulting from an increase in the authorized number of directors elected by all stockholders entitled to vote as a single class shall be filled by the affirmative vote of a majority of the remaining directors, even though less than a quorum of the proposed Board of Directors.

     Section 3. The business and affairs of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute, the Certificate of Incorporation, or these Bylaws directed or required to be exercised and done by the stockholders.

8

     Section 4. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Delaware.

     Section 5. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time and place of such first meeting of the newly elected Board of Directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

     Section 6. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board of Directors may be called by the Secretary on the written request of two directors.

     Section 7. Written notice of regular meetings of the Board of Directors shall not be required. Special meetings of the Board of Directors may be called upon twenty-four (24) hours’ notice to each director, or such shorter period of time as the person calling the meeting deems appropriate in the circumstances, either personally or by mail, telephone or telegram. Neither the business to be transacted at, nor the purposes of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such special meeting.

     Section 8. A majority of the directors shall constitute a quorum for the transaction of business, and the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater number is required by the

9

Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     Section 9. The Board of Directors, by resolution adopted by a majority of the whole Board, may designate three or more directors to constitute an executive committee, which committee, unless its authority shall be otherwise expressly limited by such resolution, shall have and may exercise all of the authority of the Board of Directors in the business and affairs of the corporation except where action of the Board of Directors is specified by statute. Vacancies in the membership of the committee shall be filled by the Board of Directors at a regular or special meeting of the Board of Directors. The executive committee shall keep regular minutes of its proceedings and report the same to the Board when required. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law.

ARTICLE IV.
Notices

     Section 1. Except as otherwise provided in these Bylaws, notices to directors and stockholders shall be in writing, and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation. If mailed, such notice shall be deemed to be given when deposited in the United States mail with postage thereon prepaid. Notice to directors may also be given by telegram.

     Section 2. Whenever any notice is required to be given to any stockholder or director under the provisions of the statutes, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time

10

stated therein, shall be equivalent to the giving of such notice.

     Section 3. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE V.
Officers

     Section 1. The executive officers of the corporation shall consist of a President, one or more Vice Presidents, a Secretary and a Treasurer and may include a Chairman of the Board, one or more Senior Vice Presidents and one or more Executive Vice Presidents, each of whom shall be elected by the Board of Directors.

     Section 2. The Board of Directors, at its first meeting after each annual meeting of stockholders, shall choose a President, one or more Vice Presidents, a Secretary and a Treasurer, none of whom need be a member of the Board, and may appoint one of their number Chairman of the Board.

     Section 3. Such other officers and assistant officers and agents as may be deemed necessary may be appointed by the chief executive officer of the corporation, including a Chairman, a President, and one or more Vice Presidents of the respective Divisions. The President or the Vice Presidents of the Division who, in the order of their seniority, unless otherwise determined by the chief executive officer of the corporation, shall perform the duties of the Chairman or President, as the case may be, of the Division in the absence or disability of the Chairman or President, as the case may be, of that Division. Each President or Vice President, as the case may be, of a Division shall perform such other duties and have such other powers as the chief executive officer of the corporation or the Chairman or President, as the case may be, of that Division shall prescribe.

11

Division officers shall hold office until their respective successors shall have been chosen and shall have qualified. Any Division officer appointed by the chief executive officer may be removed by the chief executive officer whenever, in his judgment, the best interests of the corporation will be served thereby. Any vacancy occurring in any office of a Division by death, resignation, removal or otherwise shall be filled by the chief executive officer of the corporation.

     Section 4. The salaries of all executive officers of the corporation shall be fixed by the Board of Directors or by a committee of one or more directors, the members of which shall be selected by the Board of Directors and which, unless its authority shall be otherwise limited by resolution of the Board of Directors, shall have the power to fix the salaries of all executive officers of the corporation.

     Section 5. The executive officers of the corporation shall hold office until their respective successors shall have been chosen and shall have qualified. Any officer or agent or member of the executive committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any vacancy occurring in any executive office of the corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors.

     Section 6. The Board of Directors may designate whether the Chairman of the Board, if such an officer shall have been appointed, or the President, shall be the chief executive officer of the corporation. The officer so designated as the chief executive officer shall preside at all meetings of the stockholders and the Board of Directors, and shall have such other powers and duties as usually pertain to such office or as may be delegated by the Board of Directors. The President shall have such powers and duties as usually pertain to such office, except as the same may be modified by the

12

Board of Directors. Unless the Board of Directors shall otherwise delegate such duties, the chief executive officer shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.

     Section 7. The chief executive officer or his designee shall have the authority to execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

     Section 8. The Vice Presidents, in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. The Vice Presidents shall also have the authority to execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. The Vice Presidents shall perform such other duties and have such other powers as the Board of Directors or the chief executive officer of the corporation shall prescribe.

     Section 9. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and shall record all the proceedings of the meetings of the stockholders and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees, when requested. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he shall

13

be. He shall keep in safe custody the seal of the corporation, and, when authorized by the Board of Directors or directed by the President or any Vice President, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the Treasurer or any Assistant Secretary.

     Section 10. The Assistant Secretaries, in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary. They shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

     Section 11. The Treasurer shall be the financial officer of the corporation. He shall have the custody of the corporate funds and securities and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositaries as may be designated from time to time by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer. He shall also perform such other duties as may be assigned to him by the Board of Directors.

     Section 12. If required by the Board of Directors, the Treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

     Section 13. The Assistant Treasurers, in the order of their seniority, unless otherwise

14

determined by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. They shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE VI.
Indemnification of Directors and Officers

     Section 1. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was or has agreed to become a director, officer or Division officer of the corporation, or is or was serving or has agreed to serve at the request of the corporation as a director, officer or Division officer of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against costs, charges, expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

     Section 2. The corporation shall indemnify any person who was or is a party or is threatened

15

to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was or has agreed to become a director, officer or Division officer of the corporation, or is or was serving or has agreed to serve at the request of the corporation as a director, officer or Division officer of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against costs, charges and expenses (including attorneys’ fees) actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of such action or suit and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such costs, charges and expenses which the Court of Chancery or such other court shall deem proper.

     Section 3. Notwithstanding the other provisions of this Article, to the extent that a director, officer or Division officer of the corporation has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against all costs, charges and expenses (including attorneys’ fees) actually and reasonably incurred by him or on his behalf in connection therewith.

     Section 4. Any indemnification under Sections 1 and 2 of this Article (unless ordered by a court) shall be paid by the corporation unless a determination is made (1) by the Board of Directors

16

by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders, that indemnification of the director, officer, employee or agent is not proper in the circumstances because he has not met the applicable standard of conduct set forth in Sections 1 and 2 of this Article.

     Section 5. Costs, charges and expenses (including attorneys’ fees) incurred by a person referred to in Sections 1 and 2 of this Article in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding; provided, however, that the payment of such costs, charges and expenses incurred by a director, officer or Division officer in his capacity as a director, officer or Division officer (and not in any other capacity in which service was or is rendered by such person while a director, officer or Division officer) in advance of the final disposition of such action, suit or proceeding shall be made only upon receipt of an undertaking by or on behalf of the director, officer or Division officer to repay all amounts so advanced in the event that it shall ultimately be determined that such director, officer or Division officer is not entitled to be indemnified by the corporation as authorized in this Article. The Board of Directors may, in the manner set forth above, and upon approval of such director, officer or Division officer of the corporation, authorize the corporation’s counsel to represent such person, in any action, suit or proceeding, whether or not the corporation is a party to such action, suit or proceeding.

     Section 6. Any indemnification under Sections 1, 2 and 3, or advance of costs, charges and expenses under Section 5 of this Article, shall be made promptly, and in any event within 60 days, upon the written request of the director, officer or Division officer. The right to indemnification or

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advances as granted by this Article shall be enforceable by the director, officer or Division officer in any court of competent jurisdiction, if the corporation denies such request, in whole or in part, or if no disposition thereof is made within 60 days. Such persons’ costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 5 of this Article where the required undertaking, if any, has been received by the corporation) that the claimant has not met the standard of conduct set forth in Sections 1 or 2 of this Article, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, its independent legal counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 or 2 of this Article, nor the fact that there has been an actual determination by the corporation (including its Board of Directors, its independent legal counsel, and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

     Section 7. The indemnification and advancement of costs, charges and expenses provided by this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of costs, charges and expenses may be entitled under any law (common or statutory), agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office or while employed by or acting as agent for the corporation, and shall continue as to a person who has ceased to be a director, officer or Division officer as to actions taken while he was such a director, officer or

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Division officer, and shall inure to the benefit of the estate, heirs, executors and administrators of such person. All rights to indemnification under this Article shall be deemed to be a contract between the corporation and each director, officer or Division officer of the corporation who serves or served in such capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Delaware General Corporation Law or any other applicable laws shall not in any way diminish any rights to indemnification of such director, officer or Division officer or the obligations of the corporation arising hereunder.

     Section 8. In addition to the specific indemnification provided for herein, the corporation shall indemnify each person who is or was or has agreed to become a director, officer or Division officer of the corporation, or is or was serving or has agreed to serve at the request of the corporation as a director, officer or Division officer of another corporation, partnership, joint venture, trust or other enterprise, to the fullest extent authorized or permitted (i) by the General Corporation Law of Delaware, or any other applicable law, or by any amendment thereof or other statutory provisions in effect on the date hereof, or (ii) by the corporation’s Certificate of Incorporation as in effect on the date hereof. The corporation shall also advance expenses to any of the foregoing individuals to the fullest extent authorized or permitted (i) by the General Corporation Law of Delaware, or any other applicable law, or by any amendment thereof or other statutory provision in effect on the date hereof, or (ii) by the corporation’s Certificate of Incorporation as in effect on the date hereof.

     Section 9. Notwithstanding the foregoing, the corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director, officer or Division officer of the corporation, or is or was serving at the request of the corporation as a director, officer or Division officer of another corporation, partnership, joint venture, trust or other

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enterprise against any liability asserted against him and incurred by him or on his behalf in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article.

     Section 10. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director, officer or Division officer of the corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the corporation, to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the full extent permitted by applicable law.

ARTICLE VII.
Certificates for Shares

     Section 1. Shares of stock of the corporation may be certificated or uncertificated as provided under the General Corporation Law of the State of Delaware. The corporation shall deliver, upon request, certificates representing all shares to which stockholders are entitled; and such certificates shall be signed by the President or a Vice President, and the Secretary or an Assistant Secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. No certificate shall be issued for any share until the consideration therefor has been fully paid. Each certificate representing shares shall state upon the face thereof that the corporation is organized under the laws of the State of Delaware, the name of the person to whom issued, the number and class and the designation of the series, if any, which such certificate represents, and the par value of each share represented by such certificate or a statement that the shares are without par value. Except as otherwise provided by law, the rights and obligations of holders of uncertificated

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shares and the rights and obligations of holders of certificated shares of the same class and series shall be identical.

     Section 2. The signatures of the President or Vice President, and the Secretary or Assistant Secretary, upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of the issuance.

     Section 3. The Board of Directors may direct a new certificate or certificates to be issued or may register uncertificated shares in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates or the registration of uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance or registration thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

     Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate or register uncertificated shares to the person entitled thereto, cancel the old certificate, and record the transaction upon its books. Upon the receipt of proper transfer instructions of uncertificated shares

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by the holders thereof in person or by their duly authorized legal representatives, such uncertificated shares shall be cancelled, issuance of new equivalent certificated shares or registration of uncertificated shares shall be made to the stockholder entitled thereto and the transaction shall be recorded on the books of the corporation.

     Section 5. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the stock transfer books shall be closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than sixty (60) days, and, in case of a meeting of stockholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of stockholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders or any adjournment thereof, or stockholders entitled to receive payment of a dividend, or in order to make a determination of stockholders for any other proper purpose, the close of business on the day next preceding the day on which notice of the meeting of stockholders is given shall be the record date with respect to such meeting, and the close of business on the day on which the Board of Directors adopts a resolution declaring a dividend or with respect to any other proper purpose, as the case may be, shall be the record date for the determination of stockholders with respect thereto. When a determination of stockholders entitled to vote at any

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meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof, except where the determination has been made through the closing of stock transfer books and the stated period of closing has expired.

     Section 6. The corporation shall be entitled to recognize the exclusive rights of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

ARTICLE VIII.
General Provisions

     Section 1. The Board of Directors may declare and the corporation may pay dividends on its outstanding shares in cash, property, or its own shares pursuant to law and subject to the provisions of its Certificate of Incorporation.

     Section 2. The Board of Directors may by resolution create a reserve or reserves out of earned surplus for any purpose or purposes, and may abolish any such reserve in the same manner.

     Section 3. The Board of Directors must, when requested by the holders of at least one-third of the outstanding shares of the corporation, present written reports of the business and financial affairs of the corporation.

     Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate as provided in these Bylaws.

     Section 5. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

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     Section 6. The corporate seal shall have inscribed thereon the name of the corporation and may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

ARTICLE IX.
Amendments

     These Bylaws may be altered, amended or repealed at any regular or special meeting of, or by the unanimous written consent of, the Board of Directors.

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Timothy R. Wallace, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Trinity Industries, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 29, 2010

/s/ Timothy R. Wallace  

Timothy R. Wallace 

Chairman, Chief Executive Officer, and President 

EX-31.2

Exhibit 31.2

CERTIFICATION

I, William A. McWhirter II, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Trinity Industries, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 29, 2010

/s/ William A McWhirter II  

William A. McWhirter II 

Senior Vice President and Chief Financial Officer 

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Trinity Industries, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy R. Wallace, Chairman, Chief Executive Officer, and President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company, as of, and for, the periods presented in the Report.

/s/ Timothy R. Wallace  

Timothy R. Wallace 

Chairman, Chief Executive Officer, and President 

April 29, 2010

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Trinity Industries, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William A. McWhirter II, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company, as of, and for, the periods presented in the Report.

/s/ William A. McWhirter II  

William A. McWhirter II 

Senior Vice President and Chief Financial Officer 

April 29, 2010

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.