e10vq

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HqykxKyCMlLsb+U+FPiZQ+/EMHFRjtISjmpwCcKEZHOxMOhMlmPDM4mGdQpDP6jf 6KSOl2So6JdiKfszNx5OQw== 0000950134-07-016583.txt : 20070802 0000950134-07-016583.hdr.sgml : 20070802 20070802121704 ACCESSION NUMBER: 0000950134-07-016583 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20070630 FILED AS OF DATE: 20070802 DATE AS OF CHANGE: 20070802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRINITY INDUSTRIES INC CENTRAL INDEX KEY: 0000099780 STANDARD INDUSTRIAL CLASSIFICATION: RAILROAD EQUIPMENT [3743] IRS NUMBER: 750225040 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06903 FILM NUMBER: 071019264 BUSINESS ADDRESS: STREET 1: 2525 STEMMONS FREEWAY CITY: DALLAS STATE: TX ZIP: 75207-2401 BUSINESS PHONE: 214-631-4420 FORMER COMPANY: FORMER CONFORMED NAME: TRINITY STEEL CO INC DATE OF NAME CHANGE: 19720407 10-Q 1 d48528e10vq.htm FORM 10-Q e10vq

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2007


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		75207-2401
(Address of principal executive offices)		(Zip Code)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer o Non-accelerated filer o

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 July 27, 2007 there were 81,127,897 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		21

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		27

	Item 4.	Controls and Procedures		27

PART II		OTHER INFORMATION

	Item 1.	Legal Proceedings		28

	Item 1A.	Risk Factors		28

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		28

	Item 3.	Defaults Upon Senior Securities		28

	Item 4.	Submission of Matters to a Vote of Security Holders		28

	Item 5.	Other Information		29

	Item 6.	Exhibits		29

SIGNATURES				30

CERTIFICATIONS
Certificate of Incorporation, as Amended
By-Laws, as Amended
Third Amendment to the Second Amended and Restated Credit Agreement
Rule 13a-15(e) and 15d-15(e) Certification of CEO
Rule 13a-15(e) and 15d-15(e) Certification of CFO
Certification Pursuant to Section 906
Certification Pursuant to Section 906

PART I

Item 1. Financial Statements

Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Operations


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
				(unaudited)
	(in millions, except per share amounts)

Revenues	$	892.6		$	849.1		$	1,721.1		$	1,573.8
Operating costs:
Cost of revenues		723.9			690.9			1,389.6			1,289.6
Selling, engineering, and administrative expenses		57.6			49.9			111.7			100.3

		781.5			740.8			1,501.3			1,389.9

Operating profit		111.1			108.3			219.8			183.9

Other (income) expense:
Interest income		(2.6	)		(2.6	)		(6.3	)		(3.6	)
Interest expense		18.8			15.9			36.3			28.4
Other, net		(9.9	)		(12.5	)		(10.9	)		(12.6	)

		6.3			0.8			19.1			12.2

Income from continuing operations before income taxes		104.8			107.5			200.7			171.7

Provision for income taxes		35.8			43.2			72.6			68.9


Income from continuing operations		69.0			64.3			128.1			102.8

Discontinued operations:
Gain on sale of discontinued operations, net of provision for income taxes of $— , $13.8, $— , and $13.8		—			22.4			—			22.4

Loss from discontinued operations, net of benefit for income taxes of $(0.1), $(1.2), $(0.1), and $(2.7)		(0.3	)		(0.9	)		(0.3	)		(2.4	)


Net income	$	68.7		$	85.8		$	127.8		$	122.8


Net income per common share:
Basic:
Continuing operations	$	0.87		$	0.83		$	1.63		$	1.35
Discontinued operations		0.00			0.28			0.00			0.26

	$	0.87		$	1.11		$	1.63		$	1.61


Diluted:
Continuing operations	$	0.85		$	0.81		$	1.59		$	1.30
Discontinued operations		0.00			0.27			0.00			0.25

	$	0.85		$	1.08		$	1.59		$	1.55


Weighted average number of shares outstanding:
Basic		78.6			77.3			78.4			76.1
Diluted		80.4			79.3			80.3			79.1

Dividends declared per common share	$	0.06		$	0.05		$	0.12		$	0.09

See accompanying notes to consolidated financial statements.

Trinity Industries, Inc. and Subsidiaries
Consolidated Balance Sheets


	June 30,			December 31,
	2007			2006
	(unaudited)			(as reported)
	(in millions)
Assets
Cash and cash equivalents	$	228.1		$	311.5
Receivables, net of allowance		299.5			252.5

Inventories:
Raw materials and supplies		320.1			316.5
Work in process		126.4			139.1
Finished goods		116.9			73.3

		563.4			528.9

Property, plant, and equipment, at cost		2,666.5			2,318.8
Less accumulated depreciation		(738.9	)		(728.5	)

		1,927.6			1,590.3

Goodwill		478.3			463.7

Assets held for sale and discontinued operations		3.7			10.8

Other assets		288.6			267.9

	$	3,789.2		$	3,425.6


Liabilities and Stockholders’ Equity

Accounts payable and accrued liabilities	$	683.3		$	655.8

Debt:
Recourse		728.7			772.4
Non-recourse		600.2			426.5

		1,328.9			1,198.9

Deferred income		44.7			42.9

Liabilities held for sale and discontinued operations		1.2			7.8

Other liabilities		168.9			116.7

		2,227.0			2,022.1

Stockholders’ equity:

Preferred stock — 1.5 shares authorized and unissued		—			—

Common stock — 200.0 shares authorized		81.3			80.0

Capital in excess of par value		528.4			484.3

Retained earnings		1,024.0			908.8

Accumulated other comprehensive loss		(62.5	)		(69.2	)

Treasury stock		(9.0	)		(0.4	)

		1,562.2			1,403.5

	$	3,789.2		$	3,425.6

See accompanying notes to consolidated financial statements.

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


	Six Months Ended
	June 30,
	2007			2006
	(unaudited)
	(in millions)
Operating activities:
Net income	$	127.8		$	122.8
Adjustments to reconcile net income to net cash provided (required) by continuing operating activities:
(Loss) gain from discontinued operations, including gain on sale		0.3			(20.0	)
Depreciation and amortization		56.0			40.5
Stock-based compensation expense		8.2			4.6
Excess tax benefits from stock-based compensation		(5.1	)		(5.5	)
Deferred income taxes		31.5			21.3
Gain on disposition of property, plant, equipment, and other assets		(14.1	)		(12.3	)
Other		(15.9	)		(3.6	)
Changes in assets and liabilities:
(Increase) decrease in receivables		(49.7	)		(95.4	)
(Increase) decrease in inventories		(32.9	)		(108.1	)
(Increase) decrease in other assets		(41.8	)		(17.6	)
Increase (decrease) in accounts payable and accrued liabilities		65.0			37.0
Increase (decrease) in other liabilities		15.8			6.3

Net cash provided (required) by operating activities — continuing operations		145.1			(30.0	)
Net cash provided (required) by operating activities — discontinued operations		0.2			(12.9	)

Net cash provided (required) by operating activities		145.3			(42.9	)


Investing activities:
Proceeds from disposition of property, plant, equipment, and other assets — lease subsidiary		103.3			27.9
Proceeds from disposition of property, plant, equipment, and other assets — other		37.6			16.2
Capital expenditures — lease subsidiary		(383.1	)		(238.1	)
Capital expenditures — other		(93.1	)		(57.6	)
Payment for purchase of acquisitions, net of cash acquired		(30.5	)		(2.3	)

Net cash required by investing activities — continuing operations		(365.8	)		(253.9	)
Net cash provided (required) by investing activities — discontinued operations		—			54.4

Net cash required by investing activities		(365.8	)		(199.5	)


Financing activities:
Issuance of common stock, net		11.5			11.6
Excess tax benefits from stock-based compensation		5.1			5.5
Payments to retire debt		(78.3	)		(398.7	)
Proceeds from issuance of debt		208.3			919.9
Dividends paid to common shareholders		(9.5	)		(7.0	)
Dividends paid to preferred shareholders		—			(1.7	)

Net cash provided by financing activities		137.1			529.6


Net (decrease) increase in cash and cash equivalents		(83.4	)		287.2
Cash and cash equivalents at beginning of period		311.5			136.0

Cash and cash equivalents at end of period	$	228.1		$	423.2

See accompanying notes to consolidated financial statements.

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

Capital

Common Stock

Accumulated

Shares

Excess

Other

Treasury

Total

(200.0

$1.00 Par

Retained

Comprehensive

Treasury

Stock at

Stockholders’

Authorized)

Value

Par Value

Earnings

Loss

Shares

Cost

Equity

(unaudited)

(in millions, except par value)

Balances at December 31, 2006

80.0

484.3

908.8

(69.2

)

(0.0

)

(0.4

)

1,403.5

Cumulative effect of adopting FIN 48 (see Note 17)

—

(3.1

)

—

(3.1

)

Net income

—

127.8

—

127.8

Other comprehensive income:

Unrealized gain on derivative financial instruments, net of tax

—

6.7

—

6.7

Comprehensive net income

134.5

Cash dividends on common stock

—

(9.5

)

—

(9.5

)

Restricted shares issued

0.5

21.8

—

1.0

23.3

Shares retained for taxes on vested restricted stock

—

(0.1

)

(4.5

)

(4.5

)

Stock options exercised

0.8

14.8

—

(0.1

)

(4.3

)

11.3

Income tax benefit from stock options exercised

—

6.4

—

6.4

Stock-based compensation expense

—

0.8

—

0.8

Other

—

0.3

—

(0.8

)

(0.5

)

Balances at June 30, 2007

81.3

528.4

1,024.0

(62.5

)

(0.2

)

(9.0

)

1,562.2

See accompanying notes to consolidated financial statements.

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

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The foregoing consolidated financial statements are unaudited and have been prepared from the books and records of Trinity Industries, Inc. and subsidiaries (“Trinity”, “Company”, “we” or “our”). In our opinion, all normal and recurring adjustments necessary for a fair presentation of the financial position of the Company as of June 30, 2007 and the results of operations for the three and six month periods ended June 30, 2007 and 2006, and cash flows for the six month periods ended June 30, 2007 and 2006, have been made in conformity with generally accepted accounting principles. Because of seasonal and other factors, the results of operations for the six month period ended June 30, 2007 may not be indicative of expected results of operations for the year ending December 31, 2007. 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, 2006.

Recent Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS 159 is expected to expand the use of fair value measurement.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements.

The provisions of SFAS 159 and SFAS 157 are effective for fiscal years beginning after November 15, 2007. We are currently evaluating the potential impact of the provisions of SFAS 159 and SFAS 157.

Reclassifications

Certain prior year balances have been reclassified to conform to the 2007 presentation for discontinued operations.

Note 2. Acquisition and Divestitures

In June 2006, we sold our weld pipe fittings business (“Fittings”). In August 2006, we also sold our European Rail business (“Europe”). Condensed results of operations relating to Fittings and Europe for the three and six month periods ended June 30, 2006 were as follows:


	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2006					2006
	(in millions)
	Fittings		Europe			Fittings		Europe

Revenues	$	11.9	$	34.2		$	28.0	$	54.2
Operating costs		10.5		37.2			23.5		62.2
Other expense		—		0.7			—		1.6

Income (loss) from discontinued operations before income taxes		1.4		(3.7	)		4.5		(9.6	)
Provision (benefit) for income taxes		0.5		(1.8	)		1.7		(4.4	)

Net income (loss) from discontinued operations	$	0.9	$	(1.9	)	$	2.8	$	(5.2	)

In September 2006, we implemented a plan to divest our Brazilian operations. Total net assets of these operations as of June 30, 2007 were $2.5 million. For the three and six months ended June 30, 2007 and 2006, revenues and net income from these discontinued operations were insignificant.

In May 2007, our subsidiary, Transit Mix Concrete & Materials Company (“Transit Mix”), sold a group of assets in Houston, Texas. Included in the sale were seven ready mix concrete facilities and an aggregates distribution yard. The revenues related to the ready mix concrete assets sold represented approximately $40.0 million per year. In connection with the sale, goodwill of $1.2 million was written-off. In June 2007, Transit Mix sold two ready mix facilities in the North Texas area. Total proceeds from the second quarter dispositions were $33.2 million with an after-tax gain of $7.5 million. These sales were both part of our Construction Products Group.

In April 2007, Transit Mix acquired a combined group of East Texas asphalt, ready mix concrete, and aggregates businesses operating under the name Armor Materials. The businesses were owned by a common group of individuals and companies. The total acquisition cost was $30.5 million paid at closing, additional future cash consideration of $5.2 million to be paid during the next three to five years, and contingent payments not to exceed $6.0 million paid over a three year period. In connection with the acquisition, Transit Mix recorded goodwill of $15.9 million. Revenues for the acquired businesses are estimated to be approximately $55.0 million per year. The acquired group will be a part of our Construction Products Group.

Note 3. Segment Information

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

Sales and related profits from the Rail Group to the Railcar Leasing and Management Services Group are recorded in the Rail Group and eliminated in consolidation. Sales of railcars from the lease fleet are included in the Railcar Leasing and Management Services Group. Sales between groups are recorded at prices comparable to those charged to external customers.

The financial information from continuing operations for these segments is shown in the tables below. We operate principally in the continental United States and Mexico.

Three Months Ended June 30, 2007

Operating

Revenues

Profit

External

Intersegment

Total

(Loss)

(in millions)

Rail Group

312.0

287.1

599.1

96.6

Construction Products Group

197.0

0.3

197.3

15.8

Inland Barge Group

120.5

—

120.5

6.6

Energy Equipment Group

96.5

2.8

99.3

11.7

Railcar Leasing and Management Services Group

162.5

—

162.5

39.5

All Other

4.1

12.8

16.9

0.6

Corporate

—

(9.7

)

Eliminations — lease subsidiary

—

(283.0

)

(283.0

)

(50.3

)

Eliminations — other

—

(20.0

)

(20.0

)

0.3

Consolidated Total

892.6

—

892.6

111.1

The following table shows revised segment information for the three month period ended June 30, 2006.

Three Months Ended June 30, 2006


									Operating
	Revenues								Profit
	External		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	416.2	$	120.8		$	537.0		$	62.9
Construction Products Group		188.6		0.1			188.7			20.1
Inland Barge Group		90.0		—			90.0			10.5
Energy Equipment Group		81.2		2.1			83.3			12.0
Railcar Leasing and Management Services Group		71.8		—			71.8			24.2
All Other		1.3		11.8			13.1			(0.5	)
Corporate		—		—			—			(8.7	)
Eliminations — lease subsidiary		—		(119.4	)		(119.4	)		(12.2	)
Eliminations — other		—		(15.4	)		(15.4	)		—

Consolidated Total	$	849.1	$	—		$	849.1		$	108.3

Six Months Ended June 30, 2007

Operating

Revenues

Profit

External

Intersegment

Total

(Loss)

(in millions)

Rail Group

706.3

461.5

1,167.8

174.7

Construction Products Group

360.1

0.4

360.5

25.9

Inland Barge Group

229.2

—

229.2

24.0

Energy Equipment Group

185.4

5.3

190.7

21.8

Railcar Leasing and Management Services Group

233.4

—

233.4

67.3

All Other

6.7

25.8

32.5

1.9

Corporate

—

(19.7

)

Eliminations — lease subsidiary

—

(455.5

)

(455.5

)

(78.5

)

Eliminations — other

—

(37.5

)

(37.5

)

2.4

Consolidated Total

1,721.1

—

1,721.1

219.8

The following table shows revised segment information for the six month period ended June 30, 2006.

Six Months Ended June 30, 2006


									Operating
	Revenues								Profit
	External		Intersegment			Total			(Loss)
			(in millions)
Rail Group	$	787.6	$	269.3		$	1,056.9		$	124.9
Construction Products Group		336.6		0.6			337.2			29.6
Inland Barge Group		172.0		—			172.0			17.1
Energy Equipment Group		146.8		4.5			151.3			23.1
Railcar Leasing and Management Services Group		128.1		—			128.1			41.8
All Other		2.7		21.8			24.5			(3.4	)
Corporate		—		—			—			(18.5	)
Eliminations — lease subsidiary		—		(267.5	)		(267.5	)		(30.7	)
Eliminations — other		—		(28.7	)		(28.7	)		—

Consolidated Total	$	1,573.8	$	—		$	1,573.8		$	183.9

Note 4. Railcar Leasing and Management Services Group

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


	June 30, 2007			December 31, 2006
				(as reported)
	(in millions)
Balance Sheet
Cash	$	16.1		$	13.0
Leasing equipment
Machinery and other		35.1			35.1
Equipment on lease		1,871.1			1,511.5

		1,906.2			1,546.6
Accumulated depreciation		(188.7	)		(163.9	)

		1,717.5			1,382.7

Restricted assets		101.7			111.6
Debt:
Recourse		75.7			119.1
Non-recourse		600.2			426.5

Three Months Ended

Six Months Ended

June 30,

2007

2006

2007

2006

(in millions)

Statement of Operations

Revenues

162.5

71.8

233.4

128.1

Operating profit

39.5

24.2

67.3

41.8

Interest expense, which is not a component of operating profit, was $10.4 million and $19.6 million for the three and six months ended June 30, 2007, respectively, and $8.7 million and $15.3 million, respectively, for the same periods last year. Rent expense, which is a component of operating profit, was $11.3 million and $22.6 million for the three and six months ended June 30, 2007, respectively, and $11.2 million and $22.7 million, respectively, for the same periods last year.

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


	Remaining
	six months
	of 2007		2008		2009		2010		2011		Thereafter		Total
	(in millions)

Future Minimum Rental Revenues on Leases	$	115.4	$	213.6	$	193.8	$	170.8	$	137.0	$	474.0	$	1,304.6

The Leasing Group completed a series of financing transactions whereby railcars were sold to one or more separate independent owner trusts (“Trusts”). See Note 4 of the December 31, 2006 Consolidated Financial Statements filed on Form 10-K for a detail explanation of these financing transactions. Future operating lease obligations of the Leasing Group’s subsidiaries as well as future minimum rental revenues related to these leases due to the Leasing Group are as follows:


	Remaining
	six months
	of 2007		2008		2009		2010		2011		Thereafter		Total
	(in millions)
Future Operating Lease Obligations of Trusts’ Cars	$	24.3	$	48.5	$	47.6	$	40.7	$	41.7	$	566.0	$	768.8
Future Minimum Rental Revenues of Trusts’ Cars	$	35.3	$	64.5	$	53.3	$	42.3	$	32.6	$	126.4	$	354.4

The Leasing Group’s debt consists of both recourse and non-recourse debt. See Note 10 for maturities of debt. Equipment with a net book value of $906.1 million is pledged as collateral for Leasing Group debt. Equipment with a net book value of $108.6 million is pledged as collateral against lease obligations.

Note 5. Equity Investment

In June 2007, Trinity purchased 20% of the equity in newly-formed TRIP Rail Holdings LLC (“TRIP Holdings”) for $8.1 million which represents the initial funding requirement. TRIP Holdings will provide railcar leasing and management services in North America. Trinity also paid $13.8 million in structuring and placement fees that will be expensed on a pro rata basis as railcars are purchased by a wholly-owned subsidiary of TRIP Holdings, TRIP Rail Leasing LLC (“TRIP Leasing”). TRIP Holding’s remaining equity is held by five private investors not related to Trinity or our subsidiaries. Trinity’s remaining equity commitment to TRIP Holdings is $40.9 million. As part of the transaction, TRIP Leasing plans to purchase approximately $1.4 billion in railcars from Trinity’s Rail Group and Trinity Industries Leasing Company (“TILC”), a wholly-owned subsidiary of Trinity, during the next 24 months. Purchases of railcars by TRIP Leasing will be funded by capital contributions from TRIP Holdings and third party debt. The Company has no obligation to guarantee performance under the debt agreement, guarantee any residual values, shield any parties from losses, or guarantee minimum yields.

TILC serves as manager of TRIP Holdings and has the authority to bind TRIP Holdings and perform all acts necessary to conduct the business of TRIP Holdings. For its services as manager, TILC will receive a monthly administrative fee and a potential performance fee. Additionally, a disposition fee will be earned by TILC if, no more than twelve months prior to a liquidity event, TILC shall cease to be the manager for any reason. The manager may be removed without cause as a result of a majority vote of the non-Trinity equity members. TILC will also serve as servicer under an agreement between TRIP Leasing and TILC, providing remarketing and management services. For its services as servicer, TILC will receive: 1) a monthly servicing fee, 2) a broker fee on the purchase of equipment by TRIP Leasing and 3) a sales fee on the sale of equipment by TRIP Leasing to an unaffiliated third party. The servicer may be terminated upon the occurrence and during the continuation of a servicer replacement event by a vote of the lenders with credit exposure in the aggregate exceeding 66 2/3%.

Based on the provisions of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interests Entities (“FIN 46R”), TRIP Holdings does not qualify as a variable interest entity. The equity method of accounting will be used to account for our investment in TRIP Holdings. Profit on equipment sales to TRIP Leasing will be recognized at the time of sale to the extent of the non-Trinity interests in TRIP Leasing. The deferred profit on the sale of equipment to TRIP Leasing pertaining to TILC’s interest in TRIP Holdings will be amortized over the depreciable life of the related equipment. All other fee income to TILC earned from services provided to TRIP Holdings will be recognized by TILC to the extent of the non-Trinity interests in TRIP Holdings and will be classified as equity in earnings.

In June 2007, TRIP Leasing purchased $93.7 million of railcars from TILC resulting in a gain of $14.4 million, of which $3.0 million was deferred based on our 20% equity interest. Fees for the same period were insignificant. The purchase was financed with borrowings by TRIP Leasing of $79.6 million and the remainder with capital contributions from TRIP Holdings.

Note 6. Derivative Instruments

The Company uses interest rate swaps to fix the LIBOR component of outstanding debt. These swaps are accounted for as cash flow hedges under SFAS 133, Accounting for Derivative Instruments and Hedging Activities. As of June 30, 2007, Trinity had a $15.0 million interest rate swap outstanding. The amounts recorded for this instrument as of June 30, 2007 in the consolidated balance sheet and in Accumulated Other Comprehensive Loss (“AOCL”) were insignificant. The effect on the consolidated statement of operations for the three and six month periods ended June 30, 2007 was income of $0.2 million and $0.4 million, respectively, and was income of $0.3 million and $0.6 million, respectively, for the same periods last year.

In anticipation of a future debt issuance, we entered into interest rate swap transactions during 2005 and 2006. These instruments, with a notional amount of $200 million, fixed the interest rate on a portion of a future debt issuance associated with a 2006 railcar leasing transaction 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 accounted for as cash flow hedges with changes in the fair value of the instruments of $4.5 million 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. As of the six months ended June 30,

2007, the balance remaining in AOCL was $4.0 million. The effect of the amortization on the consolidated statement of operations for the three and six month periods ended June 30, 2007 was income of $0.1 million and $0.2 million, respectively. The effect of the amortization on the consolidated statement of operations for the three and six month periods ended June 30, 2006 was not significant.

In addition, in anticipation of a future debt issuance, we entered into interest rate swap transactions during the fourth quarter of 2006 and the first six months of 2007. These instruments, with a notional amount of $285 million, hedge the interest rate on a future debt issuance associated with an anticipated secured borrowing facility in 2007 and will expire in the fourth quarter of 2007. The weighted average fixed interest rate under these instruments is 5.15%. These interest rate swaps are being accounted for as cash flow hedges with changes in the fair value of the instruments of $11.4 million of income recorded in AOCL.

We continue a program to mitigate the impact of fluctuations in the price of our natural gas and diesel fuel purchases. The intent of the program is to protect our operating profit and overall profitability from adverse price changes by entering into derivative instruments. The majority of these instruments do not qualify for hedge accounting treatment and changes in their valuation are recorded directly to the consolidated statement of operations. The amount recorded in the consolidated balance sheet for these instruments was an asset of $0.2 million as of June 30, 2007 with $0.2 million of expense in AOCL. The effect on the consolidated statement of operations for the three and six month periods ended June 30, 2007 was income of $0.1 million and $1.0 million, respectively, and for the three and six month periods ended June 30, 2006 was an expense of $0.1 million and $1.4 million, respectively.

Note 7. Property, Plant, and Equipment

The following table summarizes the components of property, plant, and equipment as of June 30, 2007 and December 31, 2006.


	June 30,			December 31,
	2007			2006
				(as reported)
	(in millions)
Corporate/Manufacturing:
Land	$	36.1		$	35.8
Buildings and improvements		320.0			329.2
Machinery and other		546.6			538.6
Construction in progress		90.6			39.5

		993.3			943.1
Less accumulated depreciation		(550.2	)		(564.6	)

		443.1			378.5
Leasing:
Machinery and other		35.1			35.1
Equipment on lease		1,871.1			1,511.5

		1,906.2			1,546.6
Less accumulated depreciation		(188.7	)		(163.9	)

		1,717.5			1,382.7

Deferred profit on railcars sold to the Leasing Group		(233.0	)		(170.9	)

	$	1,927.6		$	1,590.3

Note 8. Goodwill

The following table summarizes the components of goodwill as of June 30, 2007 and December 31, 2006.


	June 30,		December 31,
	2007		2006
			(as reported)
	(in millions)
Rail	$	447.5	$	447.5
Construction Products		24.7		10.1
Energy Equipment		4.3		4.3
Railcar Leasing and Management Services		1.8		1.8

	$	478.3	$	463.7

Note 9. Warranties

The Company provides for the estimated cost of product warranties at the time revenue is recognized and assesses the adequacy of the resulting reserves on a quarterly basis. The change in the accruals for warranties for the three and six month periods ended June 30, 2007 and 2006 was as follows:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
	(in millions)						(in millions)
Beginning balance	$	28.5		$	33.2		$	28.6		$	36.8
Warranty costs incurred		(3.8	)		(3.6	)		(6.4	)		(10.3	)
Product warranty accrual		1.5			2.9			4.0			5.8
Currency translation		—			0.7			—			0.9
Discontinued operations		—			(0.3	)		—			(0.3	)

Ending balance	$	26.2		$	32.9		$	26.2		$	32.9

The warranty balance as of June 30, 2007 includes certain amounts that we believe to be sufficient to cover remaining obligations related to the divestiture of Trinity’s European Rail operations.

Note 10. Debt

The following table summarizes the components of debt as of June 30, 2007 and December 31, 2006.


	June 30,		December 31,
	2007		2006
			(as reported)
	(in millions)
Corporate/Manufacturing — Recourse:
Revolving commitment	$	—	$	—
Convertible subordinated notes		450.0		450.0
Senior notes		201.5		201.5
Other		1.5		1.8

		653.0		653.3
Leasing — Recourse:
Equipment trust certificates		75.7		119.1

		728.7		772.4

Leasing — Non-recourse:
Secured railcar equipment notes		341.1		347.5
Warehouse facility		259.1		79.0

		600.2		426.5

Total debt	$	1,328.9	$	1,198.9

Trinity’s $350 million revolving credit facility matures April 2011. The agreement requires maintenance of ratios related to interest coverage for Trinity’s leasing and manufacturing operations, leverage, and minimum net worth. In June 2007, Trinity amended the revolving credit facility to increase the permitted leverage ratio and add a senior leverage ratio, as well as other minor modifications. At June 30, 2007, there were no borrowings under the revolving credit facility. After $113.5 million was considered for letters of credit, $236.5 million was available under the revolving credit facility.

TILC’s $375 million non-recourse warehouse facility, established to finance railcars owned by TILC, had $259.1 million outstanding as of June 30, 2007. Advances under the facility bear interest at a defined index rate plus a margin, for an all-in rate of 6.19% at June 30, 2007. At June 30, 2007, $115.9 million was available under this facility.

Terms and conditions of other debt are described in our 2006 Annual Report on Form 10-K.

The remaining principal payments under existing debt agreements as of June 30, 2007 are as follows:


	Remaining
	six months
	of 2007		2008		2009		2010		2011		Thereafter
					(in millions)
Recourse:
Corporate/Manufacturing	$	1.0	$	0.5	$	—	$	—	$	—	$	651.5
Leasing — equipment trust certificates (Note 4)		—		14.2		61.5		—		—		—

Non-recourse:
Leasing —secured railcar equipment notes (Note 4)		7.0		14.2		15.3		16.4		14.9		273.3

Leasing —warehouse facility (Note 4)		3.9		7.7		5.2		161.6		80.7		—

Total principal payments	$	11.9	$	36.6	$	82.0	$	178.0	$	95.6	$	924.8

Note 11. Other, Net

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


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
	(in millions)						(in millions)
Gain on disposition of property, plant, and equipment	$	(12.4	)	$	(12.0	)	$	(14.1	)	$	(12.2	)
Foreign currency exchange transactions		(2.3	)		(0.6	)		(1.6	)		(0.2	)
Write-down of equity investment		5.4			—			5.4			—
Loss on equity investments		0.3			0.2			0.4			0.1
Other		(0.9	)		(0.1	)		(1.0	)		(0.3	)

Other, net	$	(9.9	)	$	(12.5	)	$	(10.9	)	$	(12.6	)

Note 12. Employee Retirement Plans

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


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
	(in millions)						(in millions)
Service cost	$	2.9		$	3.0		$	5.7		$	6.1
Interest		4.9			4.6			9.8			9.1
Expected return on assets		(4.4	)		(4.6	)		(8.8	)		(9.1	)
Amortization and deferral		1.0			1.1			2.1			2.1
Profit sharing		1.7			1.5			3.3			2.8

Net expenses	$	6.1		$	5.6		$	12.1		$	11.0

Trinity contributed $4.0 million and $6.4 million to the Company’s defined benefit pension plans for the three and six month periods ended June 30, 2007, respectively. Trinity contributed $3.3 million and $4.8 million to the Company’s defined benefit pension plans for the three and six month periods ended June 30, 2006, respectively. Total contributions to our pension plans in 2007 are expected to be approximately $14.9 million.

Note 13. Accumulated Other Comprehensive Loss

Comprehensive net income is as follows:


	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2007		2006			2007		2006
	(in millions)					(in millions)
Net income	$	68.7	$	85.8		$	127.8	$	122.8
Other comprehensive income:
Change in currency translation adjustment, net of tax expense (benefit) of $— , $(2.0), $— , and $(3.2)		—		3.3			—		6.3
Change in unrealized gain on derivative financial instruments, net of tax expense of $(3.8), $— , $(4.1), and $(1.3)		6.3		(0.1	)		6.7		2.0

Comprehensive net income	$	75.0	$	89.0		$	134.5	$	131.1

The components of accumulated other comprehensive loss are as follows:


	June 30,			December 31,
	2007			2006
				(as reported)
	(in millions)
Currency translation adjustments	$	(17.5	)	$	(17.5	)
Unrealized gain on derivative financial instruments		9.5			2.8
Funded status of pension plans		(54.5	)		(54.5	)

	$	(62.5	)	$	(69.2	)

Note 14. Stock-Based Compensation

On January 1, 2006, we adopted SFAS No. 123R Share-Based Payment which requires companies to recognize in their financial statements the cost of employee services received in exchange for awards of equity instruments. These costs are based on the grant date fair-value of those awards. Stock-based compensation includes compensation expense, recognized over the applicable vesting periods, for both new share-based awards and share-based awards granted prior to, but not yet vested, as of January 1, 2006. Stock-based compensation totaled approximately $4.3 million and $8.2 million for the three and six months ended June 30, 2007, respectively. Stock-based compensation totaled approximately $2.6 million and $4.6 million for the three and six months ended June 30, 2006, respectively.

Note 15. Net Income Per Common Share

Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Except when the effect would be anti-dilutive, the calculation of diluted net income per common share includes the impact of shares that could be issued under outstanding stock options. Anti-dilutive stock options for the three and six months ended June 30, 2007 were not material. The number of anti-dilutive stock options for the three and six months ended June 30, 2006 was equivalent to 0.2 million and 0.1 million shares, respectively.

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


	Three Months Ended							Three Months Ended
	June 30, 2007							June 30, 2006
	(in millions except per share amounts)
				Average						Average
	Income			Shares		EPS		Income		Shares		EPS


Income from continuing operations — basic	$	69.0			78.6	$	0.87	$	64.3		77.3	$	0.83

Effect of dilutive securities:
Stock options		—			1.8				—		2.0


Income from continuing operations — diluted	$	69.0			80.4	$	0.85	$	64.3		79.3	$	0.81


(Loss) income from discontinued operations, net of taxes — basic	$	(0.3	)		78.6	$	0.00	$	21.5		77.3	$	0.28

Effect of dilutive securities:
Stock options		—			1.8				—		2.0

(Loss) income from discontinued operations, net of taxes — diluted	$	(0.3	)		80.4	$	0.00	$	21.5		79.3	$	0.27


	Six Months Ended							Six Months Ended
	June 30, 2007							June 30, 2006
	(in millions except per share amounts)
				Average						Average
	Income			Shares		EPS		Income		Shares		EPS


Income from continuing operations — basic	$	128.1			78.4	$	1.63	$	102.8		76.1	$	1.35

Effect of dilutive securities:
Stock options		—			1.9				—		2.0
Series B preferred stock		—			—				—		1.0


Income from continuing operations — diluted	$	128.1			80.3	$	1.59	$	102.8		79.1	$	1.30


(Loss) income from discontinued operations, net of taxes — basic	$	(0.3	)		78.4	$	0.00	$	20.0		76.1	$	0.26

Effect of dilutive securities:
Stock options		—			1.9				—		2.0
Series B preferred stock		—			—				—		1.0

(Loss) income from discontinued operations, net of taxes — diluted	$	(0.3	)		80.3	$	0.00	$	20.0		79.1	$	0.25

Note 16. Contingencies

Barge Litigation

The Company and its wholly owned subsidiary, Trinity Marine Products, Inc. (“TMP”), and certain material suppliers and others, are co-defendants in a lawsuit filed by Waxler Transportation, Inc. (the “Waxler Case”). The plaintiff has petitioned the court for certification of a class which, if certified, could significantly increase the total number of barges at issue. The current class representative owns four tank barges on which allegedly defective coatings were applied. These four barges were sold at an approximate average price of $1.4 million. Legal counsel for the Company and TMP have each advised that factual disputes exist regarding the legal merits of class certification. Discovery is underway in the case but no date has been set for a class certification hearing or trial. Independent experts investigating the claims for the Company and TMP have opined that the plaintiff’s assertion the coating applied to the barges is a food source for microbiologically influenced corrosion is without merit. While the Company and TMP have continued to vigorously defend the Waxler Case, in order to avoid the commitment of management and executive time and the legal, expert and transactional costs associated with litigating the claims alleged, the Company and TMP have reached an agreement in principal with the class representative and their counsel to resolve the litigation. Various terms and conditions of the settlement remain to be negotiated and finalized. We have reserved an additional $15.0 million for the three months ended June 30, 2007, bringing

the total reserve to $18.0 million to cover our probable and estimable liabilities assuming this settlement negotiation will result in an agreement that is approved by the court for implementation. If the preliminary class settlement agreement does not ultimately become effective, the Company and TMP will continue to vigorously defend all claims alleged in the litigation.

Other Litigation

Transit Mix is named as a defendant in a case involving the death of an employee of an independent contractor who was working at a Transit Mix facility. Following a jury verdict in favor of the plaintiff, the presiding judge entered a final judgment that, together with fees, costs, and judgment interest, totaled $47.6 million. This case was appealed by Transit Mix and its insurers. In October 2006, the original trial court judgment was reversed and a take-nothing judgment was rendered by the Eleventh Court of Appeals, State of Texas. Plaintiffs filed a motion for rehearing in such court, which was denied. On March 22, 2007, Plaintiffs filed their Petition for Review with the Texas Supreme Court. Transit Mix filed its Response to Plaintiff’s Petition for Review on July 13, 2007.

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

We are subject to federal, state, local, and foreign laws and regulations relating to the environment and the workplace. We believe that we are currently in substantial compliance with such laws and regulations.

We are involved in various proceedings relating to environmental matters. We have reserved $12.8 million to cover our probable and estimable liabilities with respect to investigation, assessment, and remedial response to such matters, taking into account currently available information and our contractual rights to indemnification and recourse to third parties. However, estimates of future remedial response costs are inherently imprecise. Accordingly, there can be no assurance that we will not become involved in future environmental litigation or other proceedings 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.

Note 17. Accounting for Uncertainty in Income Taxes

In July 2006, the FASB issued FASB Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109 (“SFAS 109”). This interpretation, which became effective for fiscal years beginning after December 15, 2006, introduces a new approach that significantly changes how enterprises recognize and measure tax benefits associated with tax positions and how enterprises disclose uncertainties related to income tax positions in their financial statements.

This interpretation applies to all tax positions within the scope of SFAS 109 and establishes a single approach in which a recognition and measurement threshold is used to determine the amount of tax benefit that should be recognized in the financial statements. FIN 48 also provides guidance on (1) the recognition, derecognition, and measurement of uncertain tax positions in a period subsequent to that in which the tax position is taken; (2) the accounting for interest and penalties; (3) the presentation and classification of recorded amounts in the financial statements; and (4) disclosure requirements.

On January 1, 2007, we adopted the provisions of FIN 48. As a result, we recorded a $3.1 million charge to the January 1, 2007 balance of retained earnings. This amount is inclusive of penalties and interest, net of deferred tax assets that were recorded against uncertain tax positions related to state income taxes and federal and state interest expense that was accrued.

Prior to the adoption of FIN 48, the Company had recorded $8.3 million of tax contingency reserves. Additionally, $20.7 million of deferred tax liabilities had been recorded for items that have been identified as uncertain tax positions that have now been reclassified as a FIN 48 liability. Upon the adoption of FIN 48, we identified an additional $3.0 million of taxes related to uncertain tax positions which increased our total FIN 48 balance on January 1, 2007 to $32.0 million.

The change in unrecognized tax benefits for the six months ended June 30, 2007 is as follows (in millions):


Balance at January 1, 2007	$	32.0
Additions for tax positions of prior years		1.1
Reductions for tax positions of prior years		(0.4	)
Settlements		(0.5	)

Balance at June 30, 2007	$	32.2

The total amount of unrecognized tax benefits at January 1, 2007, that would affect the Company’s effective tax rate if recognized was determined to be $9.0 million. There is a reasonable possibility that unrecognized federal and state tax benefits will decrease significantly by June 30, 2008 due to a lapse in the statute of limitations for assessing tax. Further, there is a reasonable possibility that the unrecognized tax benefits related to federal and state tax positions will decrease significantly by June 30, 2008 due to settlements with taxing authorities. Amounts expected to settle or lapse in the statute of limitations by June 30, 2008 are $15.9 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 January 1, 2007 is $5.8 million. Income tax expense for the three and six months ended June 30, 2007 includes $2.0 million and $2.4 million, respectively, in interest expense and penalties related to uncertain tax positions.

We are currently under Internal Revenue Service (“IRS”) examination for the tax years ended 1998 through 2002 and 2004 through 2005, thus our statute remains open from the year ended March 31, 1998, forward. We expect the 1998 through 2002 examination to be completed within the next twelve months and expect the 2004 through 2005 examination to be completed within the next eighteen to twenty-four months. In addition, statutes of limitations governing the right of Mexico’s tax authorities to audit the tax returns of our Mexican operations remain open for the 2002 tax year forward. Our various European subsidiaries, including the subsidiaries that were sold during 2006, are impacted by various statutes of limitations which are generally open from 2001 forward. An exception to this is our Romanian operations, which have been audited through 2004. Generally, states’ statutes in the United States are open from 2002 forward.

Note 18. Financial Statements for Guarantors of the Senior Notes

The Company’s Senior Notes were issued by Trinity Industries, Inc. (“Parent”). The Senior Notes are fully and unconditionally and jointly and severally guaranteed by certain of Trinity’s wholly owned subsidiaries: Transit Mix Concrete & Materials Company, Trinity Industries Leasing Company, Trinity Marine Products, Inc., Trinity Rail Group, LLC, Trinity North American Freight Car, Inc., Trinity Tank Car, Inc., and Trinity Parts & Components, LLC. No other subsidiaries guarantee the Senior Notes. As of June 30, 2007, assets held by the non-guarantor subsidiaries include $101.7 million of restricted assets that are not available for distribution to the Parent, $776.6 million of assets securing certain debt and $108.6 million of assets securing certain lease obligations held by the non-guarantor subsidiaries, and $247.3 million of assets located in foreign locations.

Statement of Operations

For the Three Months Ended June 30, 2007


				Combined		Combined Non-
				Guarantor		Guarantor
	Parent			Subsidiaries		Subsidiaries			Eliminations			Consolidated
	(in millions)
Revenues	$	7.6		$	600.5	$	473.8		$	(189.3	)	$	892.6
Cost of revenues		57.4			460.6		395.2			(189.3	)		723.9
Selling, engineering, and administrative expenses		9.4			28.3		19.9			—			57.6

		66.8			488.9		415.1			(189.3	)		781.5

Operating profit (loss)		(59.2	)		111.6		58.7			—			111.1
Other (income) expense		(110.3	)		6.5		16.8			93.3			6.3

Income from continuing operations before income taxes		51.1			105.1		41.9			(93.3	)		104.8
Provision (benefit) for income taxes		(17.6	)		40.1		13.3			—			35.8

Income from continuing operations		68.7			65.0		28.6			(93.3	)		69.0
Loss from discontinued operations, net of benefit for income taxes of $(0.1)		—			—		(0.3	)		—			(0.3	)

Net income	$	68.7		$	65.0	$	28.3		$	(93.3	)	$	68.7

Statement of Operations
For the Six Months Ended June 30, 2007


						Combined
				Combined		Non-
				Guarantor		Guarantor
	Parent			Subsidiaries		Subsidiaries			Eliminations			Consolidated
	(in millions)
Revenues	$	53.0		$	1,159.5	$	812.1		$	(303.5	)	$	1,721.1
Cost of revenues		122.8			903.9		666.4			(303.5	)		1,389.6
Selling, engineering, and administrative expenses		20.5			54.8		36.4			—			111.7

		143.3			958.7		702.8			(303.5	)		1,501.3

Operating profit (loss)		(90.3	)		200.8		109.3			—			219.8
Other (income) expense		(192.3	)		22.8		28.1			160.5			19.1

Income from continuing operations before income taxes		102.0			178.0		81.2			(160.5	)		200.7
Provision (benefit) for income taxes		(25.8	)		70.0		28.4			—			72.6

Income from continuing operations		127.8			108.0		52.8			(160.5	)		128.1
Loss from discontinued operations, net of provision for income taxes of $(0.1)		—			—		(0.3	)		—			(0.3	)

Net income	$	127.8		$	108.0	$	52.5		$	(160.5	)	$	127.8

Statement of Operations
For the Three Months Ended June 30, 2006


						Combined
				Combined		Non-
				Guarantor		Guarantor
	Parent			Subsidiaries		Subsidiaries			Eliminations			Consolidated
	(in millions)
Revenues	$	135.5		$	523.8	$	283.1		$	(93.3	)	$	849.1
Cost of revenues		127.0			439.4		217.8			(93.3	)		690.9
Selling, engineering and administrative expenses		16.3			24.2		9.4			—			49.9

		143.3			463.6		227.2			(93.3	)		740.8

Operating profit (loss)		(7.8	)		60.2		55.9			—			108.3
Other (income) expense		(79.8	)		10.9		1.9			67.8			0.8

Income from continuing operations before income taxes		72.0			49.3		54.0			(67.8	)		107.5
Provision for income taxes		8.6			21.4		13.2			—			43.2

Income from continuing operations		63.4			27.9		40.8			(67.8	)		64.3
Gain on sale of discontinued operations, net of provision for income taxes of $13.8		22.4			—		—			—			22.4
Loss from discontinued operations, net of benefit for income taxes of $1.2		—			—		(0.9	)		—			(0.9	)

Net income	$	85.8		$	27.9	$	39.9		$	(67.8	)	$	85.8

Statement of Operations
For the Six Months Ended June 30, 2006


						Combined
				Combined		Non-
				Guarantor		Guarantor
	Parent			Subsidiaries		Subsidiaries			Eliminations			Consolidated
	(in millions)
Revenues	$	245.0		$	995.3	$	546.7		$	(213.2	)	$	1,573.8
Cost of revenues		238.8			835.2		428.8			(213.2	)		1,289.6
Selling, engineering and administrative expenses		34.7			46.7		18.9			—			100.3

		273.5			881.9		447.7			(213.2	)		1,389.9

Operating profit (loss)		(28.5	)		113.4		99.0			—			183.9
Other (income) expense		(128.1	)		9.6		5.5			125.2			12.2

Income from continuing operations before income taxes		99.6			103.8		93.5			(125.2	)		171.7
Provision (benefit) for income taxes		(0.8	)		44.8		24.9			—			68.9

Income from continuing operations		100.4			59.0		68.6			(125.2	)		102.8
Gain on sale of discontinued operations, net of provision for income taxes of $13.8		22.4			—		—			—			22.4
Loss from discontinued operations, net of benefit for income taxes of $2.7		—			—		(2.4	)		—			(2.4	)

Net income	$	122.8		$	59.0	$	66.2		$	(125.2	)	$	122.8

Balance Sheet
June 30, 2007


						Combined
			Combined			Non-
			Guarantor			Guarantor
	Parent		Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(in millions)
Assets:
Cash and cash equivalents	$	200.1	$	0.1		$	27.9		$	—		$	228.1
Receivables, net of allowance		17.9		148.4			133.2			—			299.5
Inventory		2.0		356.9			204.5			—			563.4
Property, plant, and equipment, net		22.4		752.9			1,152.3			—			1,927.6
Investments in subsidiaries/intercompany receivable (payable), net		2,101.7		(534.4	)		(55.3	)		(1,512.0	)		—
Goodwill and other assets		241.3		427.7			231.9			(130.3	)		770.6

	$	2,585.4	$	1,151.6		$	1,694.5		$	(1,642.3	)	$	3,789.2

Liabilities:
Accounts payable and accrued liabilities	$	279.2	$	258.8		$	173.6		$	(28.3	)	$	683.3
Debt		652.1		76.6			600.2			—			1,328.9
Deferred income		19.0		2.7			23.0			—			44.7
Other liabilities		72.9		197.3			1.9			(102.0	)		170.1

Total stockholders’ equity		1,562.2		616.2			895.8			(1,512.0	)		1,562.2

	$	2,585.4	$	1,151.6		$	1,694.5		$	(1,642.3	)	$	3,789.2

Balance Sheet
December 31, 2006
(as reported)


						Combined
			Combined			Non-
			Guarantor			Guarantor
	Parent		Subsidiaries			Subsidiaries		Eliminations			Consolidated
	(in millions)
Assets:
Cash and cash equivalents	$	283.1	$	0.2		$	28.2	$	—		$	311.5
Receivables, net of allowance		58.6		124.0			69.9		—			252.5
Inventory		68.2		292.7			168.0		—			528.9
Property, plant, and equipment, net		45.8		687.7			856.8		—			1,590.3
Investments in subsidiaries/ intercompany receivable (payable), net		1,674.4		(432.0	)		109.1		(1,351.5	)		—

Goodwill and other assets		188.1		432.0			221.7		(99.4	)		742.4

	$	2,318.2	$	1,104.6		$	1,453.7	$	(1,450.9	)	$	3,425.6

Liabilities:
Accounts payable and accrued liabilities	$	228.2	$	274.7		$	152.9	$	—		$	655.8
Debt		651.5		120.9			426.5		—			1,198.9
Deferred income		17.2		3.5			22.2		—			42.9
Other liabilities		17.8		197.3			8.8		(99.4	)		124.5

Total stockholders’ equity		1,403.5		508.2			843.3		(1,351.5	)		1,403.5

	$	2,318.2	$	1,104.6		$	1,453.7	$	(1,450.9	)	$	3,425.6

Statement of Cash Flows
For the Six Months Ended June 30, 2007


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

Net cash (required) provided by operating activities	$	(90.1	)	$	81.3		$	154.1		$	—	$	145.3
Net cash provided (required) by investing activities		(0.6	)		(37.1	)		(328.1	)		—		(365.8	)
Net cash provided (required) by financing activities		7.7			(44.3	)		173.7			—		137.1

Net increase (decrease) in cash and cash equivalents		(83.0	)		(0.1	)		(0.3	)		—		(83.4	)
Cash and equivalents at beginning of period		283.1			0.2			28.2			—		311.5

Cash and equivalents at end of period	$	200.1		$	0.1		$	27.9		$	—	$	228.1

Statement of Cash Flows
For the Six Months Ended June 30, 2006


							Combined
				Combined			Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations		Consolidated
	(in millions)
Net cash (required) provided by operating activities	$	(144.3	)	$	38.6		$	62.8		$	—	$	(42.9	)
Net cash provided (required) by investing activities		45.3			(14.8	)		(230.0	)		—		(199.5	)
Net cash provided (required) by financing activities		360.3			(9.8	)		179.1			—		529.6

Net increase (decrease) in cash and cash equivalents		261.3			14.0			11.9			—		287.2
Cash and equivalents at beginning of period		110.8			0.3			24.9			—		136.0

Cash and equivalents at end of period	$	372.1		$	14.3		$	36.8		$	—	$	423.2

Note 19. Subsequent Event

Subsequent to June 30, 2007, our subsidiary, Trinity Highway Products, LLC, acquired companies operating under the names of Central Fabricators, Inc. and Central Galvanizing, Inc. The total acquisition cost is $15.5 million paid at closing, 325,800 shares of Trinity common stock, and additional future cash consideration of $5.5 million to be paid over the next five years. The final acquisition cost is subject to final adjustments in accordance with the purchase agreement. Revenues for the acquired businesses are estimated to be approximately $26.0 million per year. The acquired companies will be a part of our Construction Products Group.

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

General

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

Overall Summary for Continuing Operations

Revenues


	Three Months Ended June 30, 2007								Three Months Ended June 30, 2006
	Revenues								Revenues								Percent
	External		Intersegment			Total			External		Intersegment			Total			Change
						($ in millions)
Rail Group	$	312.0	$	287.1		$	599.1		$	416.2	$	120.8		$	537.0			11.6	%
Construction Products Group		197.0		0.3			197.3			188.6		0.1			188.7			4.6
Inland Barge Group		120.5		—			120.5			90.0		—			90.0			33.9
Energy Equipment Group		96.5		2.8			99.3			81.2		2.1			83.3			19.2
Railcar Leasing and Management Services Group		162.5		—			162.5			71.8		—			71.8			126.3
All Other		4.1		12.8			16.9			1.3		11.8			13.1			29.0
Eliminations — lease subsidiary		—		(283.0	)		(283.0	)		—		(119.4	)		(119.4	)
Eliminations — other		—		(20.0	)		(20.0	)		—		(15.4	)		(15.4	)

Consolidated Total	$	892.6	$	—		$	892.6		$	849.1	$	—		$	849.1			5.1


	Six Months Ended June 30, 2007								Six Months Ended June 30, 2006
	Revenues								Revenues								Percent
	External		Intersegment			Total			External		Intersegment			Total			Change
						($ in millions)
Rail Group	$	706.3	$	461.5		$	1,167.8		$	787.6	$	269.3		$	1,056.9			10.5	%
Construction Products Group		360.1		0.4			360.5			336.6		0.6			337.2			6.9
Inland Barge Group		229.2		—			229.2			172.0		—			172.0			33.3
Energy Equipment Group		185.4		5.3			190.7			146.8		4.5			151.3			26.0
Railcar Leasing and Management Services Group		233.4		—			233.4			128.1		—			128.1			82.2
All Other		6.7		25.8			32.5			2.7		21.8			24.5			32.7
Eliminations — lease subsidiary		—		(455.5	)		(455.5	)		—		(267.5	)		(267.5	)
Eliminations — other		—		(37.5	)		(37.5	)		—		(28.7	)		(28.7	)

Consolidated Total	$	1,721.1	$	—		$	1,721.1		$	1,573.8	$	—		$	1,573.8			9.4

Revenues for the three and six month periods ended June 30, 2007 increased due to higher total sales across all segments. Increased railcar shipments to our Leasing Group, partially offset by a decline in external sales, yielded higher revenues for the Rail Group. The increase in revenues for the Construction Products Group can be attributed primarily to increased sales volumes and an increase in various raw material costs that have resulted in higher sales prices. Inland Barge Group revenues increased primarily as a result of greater barge shipments. An increase in structural wind towers sales was the primary reason for the revenue increase in the Energy Equipment Group. Higher rental revenues related to additions to the fleet and increased sales of cars from the lease fleet drove revenue increases in the Railcar Leasing and Management Services Group.

Operating Profit (Loss)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
	(in millions)						(in millions)
Rail Group	$	96.6		$	62.9		$	174.7		$	124.9
Construction Products Group		15.8			20.1			25.9			29.6
Inland Barge Group		6.6			10.5			24.0			17.1
Energy Equipment Group		11.7			12.0			21.8			23.1
Railcar Leasing and Management Services Group		39.5			24.2			67.3			41.8
All Other		0.6			(0.5	)		1.9			(3.4	)
Corporate		(9.7	)		(8.7	)		(19.7	)		(18.5	)
Eliminations — lease subsidiary		(50.3	)		(12.2	)		(78.5	)		(30.7	)
Eliminations — other		0.3			—			2.4			—

Consolidated Total	$	111.1		$	108.3		$	219.8		$	183.9

Operating profit for the three and six month periods ended June 30, 2007 increased as the result of higher revenues, an increase in the size of our lease fleet, and increased sales of cars from the lease fleet. These improvements were offset by a $15.0 million charge for the potential resolution of a barge litigation settlement. See Note 16 of the Consolidated Financial Statements.

Other Income and Expense. Interest expense, net of interest income, was $16.2 million and $30.0 million, respectively, for the three and six month periods ended June 30, 2007 compared to $13.3 million and $24.8 million, respectively, for the same periods last year. Interest income remained constant over the same quarter last year and increased $2.7 million over the same six month period last year due to higher interest rates. Interest expense increased $2.9 million and $7.9 million, respectively, over the same periods last year due to an increase in debt levels. The decrease in Other, net for the three and six month periods ended June 30, 2007 was primarily due to a write-down of an equity investment offset by foreign currency gains.

Income Taxes. The current effective tax rates of 34.2% and 36.2%, respectively, for continuing operations for the three and six month periods ended June 30, 2007 varied from the statutory rate of 35.0% due primarily to state income taxes and an increase in the temporary credit to be applied against the Texas margin tax. The prior year effective tax rates of 40.2% and 40.1%, respectively, for continuing operations for the three and six month periods ended June 30, 2006 were greater than the statutory rate of 35.0% due to state income taxes and the impact of certain foreign tax losses in jurisdictions with lower tax rates or in foreign locations where tax benefits were not recorded.

Rail Group


	Three Months Ended June 30,									Six Months Ended June 30,
	2007			2006			Percent			2007			2006			Percent
	($ in millions)						Change			($ in millions)						Change
Revenues:
Rail	$	560.2		$	473.8			18.2	%	$	1,083.3		$	936.2			15.7	%
Components		38.9			63.2			(38.4	)		84.5			120.7			(30.0	)

Total revenues	$	599.1		$	537.0			11.6		$	1,167.8		$	1,056.9			10.5

Operating profit	$	96.6		$	62.9					$	174.7		$	124.9
Operating profit margin		16.1	%		11.7	%					15.0	%		11.8	%

Railcar shipments increased 12.0% to approximately 6,980 and 9.3% to approximately 13,550 railcars during the three and six month periods ended June 30, 2007 compared to the same periods in 2006. As of June 30, 2007, our Rail Group

backlog was approximately 33,880 railcars. Approximately 62% of the railcar backlog was dedicated to external sales, which includes 27% of the backlog of railcars dedicated to TRIP Leasing. The remaining railcar backlog of approximately 38% was dedicated to the Leasing Group of which 100% have lease agreements for these railcars with external customers. The final amount dedicated to the Leasing Group may vary by the time of delivery. This compares with a backlog of approximately 29,320 railcars as of June 30, 2006. Approximately 45% of those railcars were dedicated to the Leasing Group of which 100% had lease agreements for those railcars with external customers.

Operating profit for the Rail Group increased $33.7 million and $49.8 million for the three and six month periods ended June 30, 2007 compared to the same periods last year. This increase is primarily due to increased pricing, product mix, and volume, as well as improved operating efficiencies.

In the three months ended June 30, 2007 railcar shipments included sales to the Railcar Leasing and Management Services Group of $283.0 million compared to $119.4 million in the comparable period in 2006 with a deferred profit of $50.3 million compared to $12.2 million for the same period in 2006. In the six months ended June 30, 2007 railcar shipments included sales to the Railcar Leasing and Management Services Group of $455.5 million compared to $267.5 million in the comparable period in 2006 with a deferred profit of $78.5 million compared to $30.7 million for the same period in 2006. Sales to the Railcar Leasing and Management Services Group and related profits are included in the operating results of the Rail Group but are eliminated in consolidation.

Condensed results of operations related to the European rail business sold in August 2006 for the three and six month periods ended June 30, 2006 were as follows:


	Three Months			Six Months
	Ended			Ended
	June 30,			June 30,
	2006			2006
	($ in millions)

Revenues	$	34.2		$	54.2
Operating loss	$	(3.0	)	$	(8.0	)
Operating loss margin		(8.8	)%		(14.8	)%

Construction Products Group


	Three Months Ended June 30,									Six Months Ended June 30,
	2007			2006			Percent			2007			2006			Percent
	($ in millions)						Change			($ in millions)						Change
Revenues:
Concrete and Aggregates	$	121.5		$	103.8			17.1	%	$	222.9		$	193.9			15.0	%
Highway Products		63.4			70.5			(10.1	)		111.6			116.0			(3.8	)
Other		12.4			14.4			(13.9	)		26.0			27.3			(4.8	)

Total revenues	$	197.3		$	188.7			4.6		$	360.5		$	337.2			6.9

Operating profit	$	15.8		$	20.1					$	25.9		$	29.6
Operating profit margin		8.0	%		10.7	%					7.2	%		8.8	%

The increase in revenues for the three and six month periods ended June 30, 2007 compared to the same periods in 2006 was primarily attributable to an increase in volume in our aggregates business and price increases in our concrete business offset by decrease in volumes in our highway products business. Operating profit and operating profit margins for the three and six months ended June 30, 2007 decreased due to the drop in volumes in the highway products business and lost production days in our concrete business due to inclement weather.

Condensed results of operations related to the weld pipe fittings business sold in June 2006 for the three and six month periods ended June 30, 2006 were as follows:


	Three Months			Six Months
	Ended			Ended
	June 30,			June 30,
	2006			2006
	($ in millions)

Revenues	$	11.9		$	28.0
Operating profit	$	1.4		$	4.5
Operating profit margin		11.8	%		16.1	%

Inland Barge Group


	Three Months Ended June 30,									Six Months Ended June 30,
	2007			2006			Percent			2007			2006			Percent
	($ in millions)						Change			($ in millions)						Change
Revenues	$	120.5		$	90.0			33.9	%	$	229.2		$	172.0			33.3	%

Operating profit	$	6.6		$	10.5					$	24.0		$	17.1
Operating profit margin		5.5	%		11.7	%					10.5	%		9.9	%

Revenues increased for the three and six month periods ended June 30, 2007 compared to the same periods in the prior year due to an increase in the sales of hopper barges and a change in the mix of barges sold. Operating profit for the three months ended June 30, 2007 decreased compared to the same period last year due to a $15.0 million charge for the potential resolution of a barge litigation settlement. See Note 16 of the Consolidated Financial Statements. Operating profit for the six months ended June 30, 2007 increased compared to the same period last year due to increased revenue levels offset by the barge litigation settlement charge. As of June 30, 2007, the backlog for the Inland Barge Group was approximately $677.1 million compared to approximately $487.1 million as of June 30, 2006.

Energy Equipment Group


	Three Months Ended June 30,									Six Months Ended June 30,
	2007			2006			Percent			2007			2006			Percent
	($ in millions)						Change			($ in millions)						Change
Revenues:
Structural wind towers	$	53.1		$	33.6			58.0	%	$	99.5		$	60.8			63.7	%
Other		46.2			49.7			(7.0	)		91.2			90.5			0.8

Total revenues	$	99.3		$	83.3			19.2		$	190.7		$	151.3			26.0

Operating profit	$	11.7		$	12.0					$	21.8		$	23.1
Operating profit margin		11.8	%		14.4	%					11.4	%		15.3	%

Revenues increased for the three and six month periods ended June 30, 2007 compared to the same periods in 2006, primarily due to higher sales of structural wind towers. The operating profit and operating profit margins for the three and six month periods ended June 30, 2007 are lower than the same periods last year due to expansion costs related to structural wind tower production and a weaker domestic LPG tank market in the United States and Mexico.

Railcar Leasing and Management Services Group


	Three Months Ended June 30,									Six Months Ended June 30,
	2007			2006			Percent			2007			2006			Percent
	($ in millions)						Change			($ in millions)						Change
Revenues:
Leasing and management	$	67.5		$	53.1			27.1	%	$	130.1		$	100.2			29.8	%
Sales of cars from the lease fleet		95.0			18.7			408.0			103.3			27.9			270.3

Total revenues	$	162.5		$	71.8			126.3		$	233.4		$	128.1			82.2

Operating Profit:
Leasing and management	$	27.8		$	21.1					$	54.3		$	37.1
Sales of cars from the lease fleet		11.7			3.1						13.0			4.7

Total operating profit	$	39.5		$	24.2					$	67.3		$	41.8

Operating profit margin:
Leasing and management		41.2	%		39.7	%					41.7	%		37.0	%
Sales of cars from the lease fleet		12.3			16.6						12.6			16.8
Total operating profit margin		24.3			33.7						28.8			32.6

Fleet utilization		99.5	%		99.6	%					99.5	%		99.6	%

Total revenues increased for the three and six month periods ended June 30, 2007 compared to the same periods last year due to increased rental revenues related to additions to the leasing and management fleet, higher average rental rates on the remarketed fleet and increased sales of cars from the lease fleet. Operating profit for leasing and management operations increased for the three and six month periods ended June 30, 2007 primarily due to an increase in sales from the fleet, rental proceeds from fleet additions, and higher average lease rates. Included in this segment is $93.7 million in sales of railcars to TRIP Leasing that resulted in a gain of $14.4 million, of which $3.0 million was deferred based on our 20% equity interest. See Note 5 of the Consolidated Financial Statements for information about TRIP Leasing.

We use a non-GAAP measure to compare performance between periods. This non-GAAP measure is EBITDAR, which is Operating Profit of the Leasing Group plus depreciation and rental or lease expense, excluding the impact of sales of cars from the lease fleet. We use this measure to eliminate the costs resulting from financings. EBITDAR should not be considered as an alternative to operating profit or other GAAP financial measurements as an indicator of our operating performance. EBITDAR is shown below:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
	($ in millions)						($ in millions)
Operating profit — leasing and management	$	27.8		$	21.1		$	54.3		$	37.1
Add: Depreciation and amortization		11.4			7.2			21.6			14.0
Rental expense		11.3			11.2			22.6			22.7

EBITDAR	$	50.5		$	39.5		$	98.5		$	73.8

EBITDAR margin		74.8	%		74.4	%		75.7	%		73.7	%

The increase in EBITDAR for the three and six month periods ended June 30, 2007 was due to higher average lease rates on new and existing equipment.

As of June 30, 2007, the Railcar Leasing and Management Services Group’s rental fleet of approximately 34,670 owned or leased railcars had an average age of 4.2 years and an average remaining lease term of 5.5 years.

All Other


	Three Months Ended June 30,								Six Months Ended June 30,
	2007		2006			Percent			2007		2006			Percent
	($ in millions)					Change			($ in millions)					Change
Revenues	$	16.9	$	13.1			29.0	%	$	32.5	$	24.5			32.7	%
Operating profit (loss)	$	0.6	$	(0.5	)				$	1.9	$	(3.4	)

The increase in revenues for the three and six month periods ended June 30, 2007 over the same periods last year was primarily attributable to an increase in intersegment sales by our transportation company. The operating profit for the three and six month periods ended June 30, 2007 was due to the increase in intersegment sales, income related to the market valuation of commodity hedges that are required to be marked to market, and a decrease in costs associated with non-operating facilities.

Liquidity and Capital Resources

Cash Flows

Operating Activities. Net cash provided by operating activities of continuing operations for the six months ended June 30, 2007 was $145.1 million compared to $30.0 million of net cash required by operating activities of continuing operations for the same period in 2006. This was primarily due to an increase in net income from continuing operations for the six month period, an increase in deferred taxes, a smaller increase in receivables and inventories, and an increase in accounts payable and accrued liabilities, partially offset by a larger increase in other assets. The smaller increase in inventory compared to the six months ended June 30, 2006 was the result of large increases required in 2006 related to an increase in production volumes. Net cash provided by operating activities of discontinued operations was $0.2 million for the six months ended June 30, 2007 compared to $12.9 million of net cash required by operating activities for discontinued operations for the same period in 2006.

Investing Activities. Net cash required by investing activities of continuing operations for the six months ended June 30, 2007 was $365.8 million compared to $253.9 million for the same period last year. Capital expenditures for the six months ended June 30, 2007 were $476.2 million, of which $383.1 million were for additions to the lease fleet. This compares to $295.7 million of capital expenditures for the same period last year, of which $238.1 million were for additions to the lease fleet. Proceeds from the sale of property, plant, and equipment and other assets were $140.9 million for the six months ended June 30, 2007 composed primarily of railcar sales from the lease fleet and the sale of non-operating assets, compared to $44.1 million for the same period in 2006 composed primarily of railcar sales from the lease fleet and the sale of non-operating assets.

Financing Activities. Net cash provided by financing activities during the six months ended June 30, 2007 was $137.1 million compared to $529.6 million for the same period in 2006. We intend to use our cash to fund the operations of the Company, including expansion of manufacturing plants and expansion of our leasing fleet.

In June 2007, Trinity amended the $350 million revolving credit facility to increase the permitted leverage ratio, and add a senior leverage ratio, as well as other minor modifications. At June 30, 2007, there were no borrowings under our $350 million revolving credit facility.

Trinity Industries Leasing Company’s (“TILC”) $375 million non-resource warehouse facility, established to finance railcars owned by TILC, had $259.1 million outstanding as of June 30, 2007.

Equity Investment

See Note 5 of the Consolidated Financial Statements for information about the equity investment.

Future Operating Requirements

We expect to finance future operating requirements with cash flows from operations, and depending on market conditions, long-term and short-term debt and equity. Debt instruments that the Company has utilized include its revolving credit facility, the warehouse facility, senior notes, convertible subordinated notes, asset-backed securities, and sale/leaseback transactions. The Company has also issued equity at various times. The Company assesses the market conditions at the time of its financing needs and determines which of these instruments to utilize.

Derivative Instruments

See Note 6 of the Consolidated Financial Statements for information about derivative instruments.

Contractual Obligation and Commercial Commitments

As of June 30, 2007, other commercial commitments related to letters of credit decreased to $117.0 million from $118.9 million as of December 31, 2006. 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 under sale/leaseback transactions were basically unchanged as of June 30, 2007.

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 performance, 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 products;

•		the cyclical nature of both the railcar and barge industries;

•		continued expansion of the structural wind towers business;

•		variations in weather in areas where our construction products are sold and used;

•		disruption of manufacturing capacity due to weather related events;

•		the timing of introduction of new products;

•		the timing of customer orders;

•		price changes;

•		changes in mix of products sold;

•		the extent of utilization of manufacturing capacity;

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

•		competition and other competitive factors;

•		changing technologies;

•		steel prices;

•		surcharges added to fixed pricing agreements for raw materials;

•		interest rates and capital costs;

•		long-term funding of our leasing warehouse facility;

•		taxes;

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

•		changes in import and export quotas and regulations;

•		business conditions in foreign economies;

•		results of litigation; and

•		legal, regulatory, and environmental issues.

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no material change in our market risks since December 31, 2006. Refer to Note 6 of the Consolidated Financial Statements for a discussion of the impact of hedging activity for the six months ended June 30, 2007. Refer to Note 10 of the Consolidated Financial Statements for a discussion of debt related activity for the six months ended June 30, 2007.

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, evaluate 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 control over financial reporting that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II

Item 1. Legal Proceedings

The information provided in Note 16 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 2006 annual report on Form 10-K.

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

The following table provides information with respect to purchases by the Company of shares of its Common Stock during the quarter ended June 30, 2007:

Issuer Purchases of Equity Securities


	Number of		Average Price Paid
Period	Shares Purchased (1)		per Share (1)
April 1, 2007 through April 30, 2007		1,472	$	47.94
May 1, 2007 through May 31, 2007		167,520	$	46.38
June 1, 2007 through June 30, 2007		585	$	46.50

Total		169,577	$	46.39


(1)		This column includes the following transactions during the three months ended June 30, 2007 (i) the deemed surrender to the Company of 92,198 shares of Common Stock to pay the exercise price and taxes in connection with the exercise of employee stock options and (ii) the surrender to the Company of 77,379 shares of Common Stock to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.

Item 3. Defaults Upon Senior Securities

None.

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

At the Annual Meeting of Stockholders held May 7, 2007, stockholders elected nine (9) directors for a one-year term (Proposal 1), approved an amendment to the Certificate of Incorporation for an increase in the number of authorized shares of Common Stock (Proposal 2), and approved ratification of the appointment of Ernst & Young LLP as independent auditors for the year ending December 31, 2007 (Proposal 3). The vote tabulation follows for each proposal:

Proposal 1 — Election of Directors


Nominees	For		Withheld
John L. Adams		71,737,790		851,906
Rhys J. Best		72,394,822		194,874
David W. Biegler		66,248,995		6,340,701
Ronald J. Gafford		72,376,421		213,275
Ronald W. Haddock		71,497,097		1,092,599
Jess T. Hay		61,542,130		11,047,566
Adrian Lajous		72,406,629		183,067
Diana S. Natalicio		71,771,252		818,444
Timothy R. Wallace		71,769,037		820,659

Proposal 2 — Amendment to Certificate of Incorporation


For	Against		Abstentions		Broker Non-votes
54,214,857		18,283,966		90,864		12

Proposal 3 — Ratification of Appointment of Independent Auditors


For	Against		Abstentions		Broker Non-votes
71,769,963		783,885		35,848		12

Item 5. Other Information

None.

Item 6. Exhibits


Exhibit Number		Description

3.1		Certificate of Incorporation of Trinity Industries, Inc., as amended May 23, 2007 (filed herewith).

3.2		By-Laws of Trinity Industries, Inc. as amended May 7, 2007. (filed herewith).

10.18.4		Third Amendment to the Second Amended and Restated Credit Agreement dated June 22, 2007, amending the Second Amended and Restated Credit Agreement dated April 20, 2005 (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).

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


TRINITY INDUSTRIES, INC.	By	/s/ WILLIAM A. MCWHIRTER II
Registrant		William A. McWhirter II
		Senior Vice President and Chief Financial Officer August 2, 2007

INDEX TO EXHIBITS


Exhibit Number		Description

3.1		Certificate of Incorporation of Trinity Industries, Inc., as amended May 23, 2007 (filed herewith).

3.2		By-Laws of Trinity Industries, Inc. as amended May 7, 2007. (filed herewith).

10.18.4		Third Amendment to the Second Amended and Restated Credit Agreement dated June 22, 2007, amending the Second Amended and Restated Credit Agreement dated April 20, 2005 (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).

EX-3.1 2 d48528exv3w1.txt CERTIFICATE OF INCORPORATION, AS AMENDED Exhibit 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF TRINITY INDUSTRIES, INC. Pursuant to the provisions of Section 242 of the General Corporation Law of Delaware, the undersigned hereby certifies the following amendment to the Certificate of Incorporation, as amended, of TRINITY INDUSTRIES, INC. (the "Company") has been duly adopted in accordance with the provisions of Section 242, to-wit: This Certificate of Amendment to the Certificate of Incorporation, as amended, amends the first paragraph of Article IV of the Certificate of Incorporation, as amended, for the Company, as heretofore amended, supplemented and restated, by deleting the first paragraph of Article IV thereof and substituting in lieu thereof a new paragraph, which shall read in its entirety as follows: "ARTICLE IV. ------------ Authorized Capital Stock ------------------------ The total number of shares of stock which the corporation shall have authority to issue is Two Hundred and One Million and Five Hundred Thousand (201,500,000) shares, of which One Million Five Hundred Thousand (1,500,000) shares shall be voting Preferred Stock without par value and Two Hundred Million (200,000,000) shares shall be Common Stock with a par value of One Dollar ($1.00) per share." IN WITNESS WHEREOF, this Certificate of Amendment to the Certificate of Incorporation, as amended, has been executed by a duly authorized officer of the Company this 23rd day of May, 2007. TRINITY INDUSTRIES, INC. By: /s/ Paul M. Jolas ---------------------------------------- Paul M. Jolas Deputy General Counsel -- Corporate and Transactions, and Corporate Secretary EXHIBIT 3.1 PAGE 1 STATE OF DELAWARE OFFICE OF THE SECRETARY OF STATE ---------- I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "TRINITY INDUSTRIES, INC.", FILED IN THIS OFFICE ON THE EIGHTEENTH DAY OF DECEMBER, A.D. 1987, AT 10 O'CLOCK A.M. /s/ EDWARD J. FREEL ----------------------------------- Edward J. Freel, Secretary of State [SEAL] 2098029 8100 AUTHENTICATION: 0779754 001549195 DATE: 11-08-00 [STAMP] CERTIFICATE TO FIRST AMENDMENT TO CERTIFICATE OF INCORPORATION OF TRINITY INDUSTRIES, INC. Pursuant to the provisions of Section 242 of the General Corporation Law of Delaware, the undersigned hereby certify that the following amendment to the Certificate of Incorporation of TRINITY INDUSTRIES, INC. (the "Company") has been duly adopted in accordance with the provisions of Section 242, to-wit: Article XI is added to the Certificate of Incorporation of the Company to read in its entirety as follows: ARTICLE XI No director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of the foregoing provisions of this Article XI by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. IN WITNESS WHEREOF, the undersigned have executed this document as of December 15th, 1987. TRINITY INDUSTRIES, INC. By: /s/ F. DEAN PHELPS, JR. ------------------------------------- F. Dean Phelps, Jr. Vice President ATTEST: /s/ J. J. FRENCH, JR. - ------------------------------- J. J. French, Jr. Secretary PAGE 1 STATE OF DELAWARE OFFICE OF THE SECRETARY OF STATE ---------- I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "TRINITY INDUSTRIES, INC.", FILED IN THIS OFFICE ON THE SIXTH DAY OF AUGUST, A.D. 1993, AT 1:30 O'CLOCK P.M. /s/ EDWARD J. FREEL ----------------------------------- Edward J. Freel, Secretary of State [SEAL] 2098029 8100 AUTHENTICATION: 0779755 001549195 DATE: 11-08-00 [STAMP] SECOND AMENDMENT TO CERTIFICATE OF INCORPORATION OF TRINITY INDUSTRIES, INC. Pursuant to the provisions of Section 242 of the General Corporation Law of Delaware, the undersigned hereby certify the following amendment to the Certificate of Incorporation of TRINITY INDUSTRIES, INC. (the "Company") has been duly adopted in accordance with the provisions of Sections 242, to-wit: Article IV of the Company's Certificate of Incorporation is amended to increase the authorized number of shares of stock that the Company shall have authority to issue from Forty One Million Five Hundred Thousand (41,500,000) shares to One Hundred One Million Five Hundred Thousand (101,500,000) shares and the authorized number of shares of Common Stock from Forty Million (40,000,000) shares to One Hundred Million (100,000,000) shares by substituting the following in lieu of the existing Article IV of the Certificate of Incorporation so that Article IV as amended shall read in its entirety as follows: "ARTICLE IV. Authorized Capital Stock The total number of shares of stock which the corporation shall have authority to issue is One Hundred and One Million Five Hundred Thousand (101,500,000) shares, of which One Million Five Hundred Thousand (1,500,000) shares shall be voting Preferred Stock without par value and One Hundred Million (100,000,000) shares shall be Common Stock with a par value of One Dollar ($1.00) per share. The following is a statement of the designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof in respect of the shares of Preferred Stock and Common Stock of the corporation and of the authority expressly granted hereby to the Board of Directors of the corporation to fix by resolution or resolutions any of such designations and powers, preferences and rights, and qualifications, limitations and restrictions thereof that may be desired but which shall not be fixed by this Certificate of Incorporation. A. Preferred Stock. The following is a statement of the designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof in respect of the shares of Preferred Stock. 1. Voting Rights of Preferred Stock. In addition to such voting rights as may from time to time be required by the laws of Delaware, the holders of Preferred Stock shall vote at such times as holders of Common Stock may vote and in a like manner, one vote for each share of stock held, and all shares of the corporation shall be voted as a single class, except where specifically required by law to vote separately. 2. Provisions Regarding Issuance. The Preferred Stock may be issued from time to time in one or more series and in such amounts and for such consideration as may be determined by the Board of Directors. The designations, powers, preferences, and relative participating, optional, conversion and other special rights, and the qualifications, limitations or restrictions thereof, of the Preferred Stock, and as between the series of the Preferred Stock, shall be as are fixed herein and, to the extent not fixed herein, shall be such, not inconsistent with the provisions of this Article IV, as may be fixed by the Board of Directors, authority so to do being hereby expressly granted, and stated in a resolution or resolutions adopted by the Board of Directors providing for the issue of such series (herein called "Directors' Resolution"). The Directors' Resolution as to any series shall (a) designate the series, (b) fix the dividend rate of such series, the payment dates for dividends on shares of such series and, if the Board of Directors deems it advisable to cause dividends to be cumulative, the date or dates, or the method of determining the date or dates, from which dividends on shares of such series shall be cumulative, (c) fix the amount or amounts payable on shares of such series upon voluntary liquidation, dissolution or winding up, (d) state the price or prices at which, and the terms and conditions on which, the shares of such series may be redeemed at the option of the corporation; and such Directors' Resolution may, in a manner not inconsistent with the provisions of this Article IV, (i) limit the number of shares of such series which may be issued, (ii) provide for a sinking fund for the purchase or redemption of shares of such series and determine the terms and conditions governing the operation of any such fund, (iii) impose conditions or restrictions upon the creation of indebtedness or upon -2- the issue of any additional stock (including additional shares of such series or of any other series or of any other class) ranking on a parity with or prior to the shares of such series as to dividends or distribution of assets on liquidation, dissolution or winding up, (iv) impose conditions or restrictions upon the payment of dividends upon, or the making of other distributions to, or the redemption or acquisition of, shares of such series, or shares of junior stock theretofore issued, or any shares of any class of stock thereafter to be issued, or any shares of Preferred Stock theretofore issued ranking inferior to such series (as to dividends or distribution of assets on liquidation, dissolution or winding up) to the extent that the terms of such shares theretofore issued do not expressly prohibit the imposition of such conditions or restrictions, or any shares of Preferred Stock theretofore issued ranking prior to or on a parity with such series (as to dividends or distribution of assets on liquidation, dissolution or winding up) to the extent that the terms of such shares theretofore issued expressly permit the imposition of such conditions or restrictions, (v) grant rights of conversion or exchange of shares of such series into or for shares of junior stock, and (vi) grant such other special rights as shall not be inconsistent with the provisions of this Article IV. The term "junior stock," as used in this Article IV, shall mean shares of capital stock of the corporation ranking junior to Preferred Stock as to dividends and distribution of assets on liquidation, dissolution or winding up. 3. General Provisions. Subject to such further conditions or restrictions as may be imposed in any Directors' Resolution, so long as any shares of the Preferred Stock are outstanding, in no event shall any dividends whatsoever, whether in cash, stock or otherwise, be paid or declared, or any distribution be made, on any junior stock, nor shall any shares of junior stock (other than junior stock acquired in exchange for or out of the proceeds of the issue of other junior stock or out of contributions to the capital of the corporation) be purchased, redeemed, retired or otherwise acquired for a valuable consideration by the corporation: (1) unless all dividends on the Preferred Stock for all past dividend periods shall have been paid or declared and a sum sufficient for the payment thereof set apart, and the full dividend thereon for the then current dividend period shall have been paid or declared, and -3- (2) unless, as to each series of Preferred Stock for which a sinking fund shall have been provided in the Directors' Resolution providing for the issuance of such series, the corporation shall have set aside the sum or sums required to be set aside by such Directors' Resolution, to be applied in the manner specified therein. Subject to such conditions or restrictions as may be imposed in any Directors' Resolution, the corporation at the option of the Board of Directors may redeem in whole or in part the Preferred Stock of such series which by its terms is redeemable, at the time or times and on the terms and conditions fixed by the Directors' Resolution as to such series in accordance with the terms applicable to such Preferred Stock. Any moneys set aside by the corporation and unclaimed at the end of six years from the date fixed for redemption shall revert to the general funds of the corporation. So long as any shares of the Preferred Stock are outstanding, the corporation shall not amend, alter or repeal any of the provisions of this Article IV so as to affect adversely the rights, powers or preferences of the Preferred Stock or of the holders thereof, nor shall any consent or vote otherwise effective under said Article be effective with respect to the rights, powers or preferences of such Preferred Stock or be binding upon the holders of such Preferred Stock, without the consent of the holders of at least two-thirds (2/3) of the number of all outstanding shares of the Preferred Stock (and such further consent of that proportion of the holders of the shares of any one or more particular series, if any, as may be required by the Directors' Resolution or Resolutions providing for the issuance of such one or more particular series), given in person or by proxy, by vote at a meeting called for that purpose. So long as shares of a particular series of Preferred Stock are outstanding, the corporation shall not amend, alter or repeal any provision of the Directors' Resolution providing for the issuance of such series so as to affect adversely the rights, powers or preferences of the shares of such series or of the holders thereof, without the consent of the holders of at lease two-thirds (2/3) of the number of outstanding shares of said series, given in person or by proxy, by vote at a meeting called for that purpose. -4- In the event of any liquidation, dissolution or winding up of the corporation, then, before any distribution or payment shall be made to the holder of any junior stock, the holders of the Preferred Stock of each series shall be entitled to be paid, in the event of a voluntary or involuntary liquidation, dissolution or winding up, such preferential amounts as may be fixed for such series in the Directors' Resolution providing for the issuance thereof. After such payment shall have been made in full to the holders of the Preferred Stock, the remaining assets and funds of the corporation shall be distributed among the holders of junior stock according to their respective rights. In the event that the assets of the corporation available for distribution to holders of Preferred Stock shall not be sufficient to make the payments herein required to be made in full, such assets shall be distributed to the holders of the respective shares of Preferred Stock in accordance with such priorities, if any, as between the various series of Preferred Stock as may be specified in any Directors' Resolution. Preferred Stock redeemed or otherwise retired by the corporation assumes the status of authorized but unissued Preferred Stock and may thereafter, subject to the provisions of any Directors' Resolution providing for the issue of any particular series of Preferred Stock, be reissued in the same manner as authorized but unissued Preferred Stock. B. Common Stock. 1. Dividends. Subject to the prior rights and preferences of the Preferred Stock, and subject to the provisions and on the conditions set forth in the foregoing paragraph A of this Article IV, or in any Directors' Resolution providing for the issue of a series of Preferred Stock, such dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors may be declared and paid on the Common Stock from time to time out of any funds legally available therefor. 2. Voting. Except as otherwise required by law, each share of Common Stock shall have one vote, in person or by proxy, for each share thereof held, and all shares of the corporation, including shares of Preferred Stock shall be voted as a single class except where specifically required by law to vote separately. -5- 3. Distribution. After payment shall have been made in full to the holders of the Preferred Stock in the event of any liquidation, dissolution or winding up of the affairs of the corporation, the remaining assets and funds of the corporation shall be distributed among the holders of the Common Stock according to their respective shares. C. Pre-emptive Rights. No holder of any stock of the corporation shall be entitled as a matter of right to purchase or subscribe for any part of any stock of the corporation, authorized by this Article IV, or of any additional stock of any class to be issued by reason of any increase of the authorized stock of the corporation, or of any bonds, certificates of indebtedness, debentures or other securities convertible into stock of the corporation, but any stock authorized by this Article IV or any such additional authorized issue of new stock or of securities convertible into stock may be issued and disposed of by the Board of Directors to such persons, firms, corporations or associations for such consideration and upon such terms and in such manner as the Board of Directors may in their discretion determine without offering any thereof on the same terms or on any terms to the stockholders then of record or to any class of stockholders. D. Miscellaneous. The corporation shall be entitled to treat the person in whose name any share, right or option is registered as the owner thereof for all purposes and shall not he bound to recognize any equitable or other claim to or interest in such share, right or option on the part of any other person, whether or not the corporation shall have notice thereof, save as may be expressly provided by the laws of the State of Delaware. A Director shall be fully protected in relying in good faith upon the books of account of the corporation or statements prepared by any of its officials as to the value and amount of the assets, liabilities and/or net profits of the corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid. Without action by the stockholders, the shares of stock may be issued by the corporation from time to time for such consideration (not less than the par value thereof if such stock has a par value) as may be fixed from time to time by the Board of Directors, and any and -6- all such shares so issued, the full consideration for which has been paid or delivered, shall be deemed fully paid stock and not liable to any further call or assessment thereon, and the holder of such shares shall not be liable for any further call or assessment thereon, or for any other payment thereof." IN WITNESS WHEREOF, the undersigned have executed this document as of August 5, 1993. TRINITY INDUSTRIES, INC. By: /s/ F. DEAN PHELPS, JR. ------------------------------------ F. Dean Phelps, Jr. Vice President ATTEST: /s/ J. J. FRENCH, JR. - --------------------------------------- J. J. French, Jr., Secretary -7- CERTIFICATE OF INCORPORATION OF TRINITY INDUSTRIES, INC. ARTICLE I. Name The name of the corporation is Trinity Industries, Inc. ARTICLE II. Registered Office and Agent The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE III. Purpose The purposes for which the corporation is organized are as follows: 1. To design and manufacture products of every description fabricated in the various grades of ferrous and non-ferrous metals and their alloys, and to buy, sell and otherwise deal therein. 2. To construct, build, manufacture, maintain, overhaul, repair and erect structures of every kind and description manufactured of various grades of ferrous and non-ferrous metals and their alloys, and to contract for the construction and erection of such structures. 3. To manufacture, buy, sell, procure, distribute, market, exchange, import, export and in any other manner deal in or deal with (as principal, agent or otherwise) steel pressure vessels, refinery equipment, oil field supplies, poles and other products fabricated of various grades of ferrous and non-ferrous metals and their alloys, as well as materials, parts, instruments, devices and any other equipment, tools, parts, components and supplies. 4. To acquire by purchase, lease or otherwise erect, maintain, operate, lease, mortgage and otherwise deal in and deal with buildings, warehouses, storehouses, manufacturing plants, factories, machine shops and any other structures and equipment necessary, useful or desirable for the conduct of the business of the corporation. 5. To manufacture, purchase or otherwise acquire and to hold, own, mortgage or otherwise lien, pledge, lease, sell, assign, exchange, transfer or in any manner dispose of, and to invest, deal and trade in and with goods, wares and merchandise and personal property of any and every class or description within or without the State of Delaware. 6. To acquire the good will, rights and property and to undertake the whole or any part of the assets and liabilities of any person, firm, association or corporation; to pay for the same in cash, the stock of the corporation, bonds or otherwise; to hold or in any manner to dispose of the whole or any part of the property so purchased; to conduct in any lawful manner the whole -2- or any part of any business so acquired, and to exercise all the powers necessary or convenient in and about the conduct and management of such business. 7. To purchase or otherwise acquire, apply for, register, hold, use, sell or in any manner dispose of, and to grant licenses or other rights in, and in any manner deal with, patents, inventions, improvements, processes, formulas, trademarks, trade names, rights and licenses secured under letters patent, copyrights or otherwise. 8. To enter into, make and perform contracts of every kind for any lawful purpose, with any person, firm, association or corporation, town, city, county, body politic, state, territory, government or colony or dependency thereof. 9. To render general and special services and advice, and to do all things as may be necessary or convenient in carrying out any or all of the foregoing purposes. 10. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. 11. The objects and purposes specified herein shall be regarded as independent objects and purposes and, except where otherwise expressed, shall in no way be limited nor restricted by reference to or inference from the terms of any other clause or paragraph of this Certificate of Incorporation. 12. The foregoing shall be construed both as objects and powers, and the enumeration thereof shall not be held to limit or -3- restrict in any manner the general powers conferred on the corporation by the laws of the State of Delaware. ARTICLE IV. Authorized Capital Stock The total number of shares of stock which the corporation shall have authority to issue is Forty-One Million Five Hundred Thousand (41,500,000) shares, of which One Million Five Hundred Thousand (1,500,000) shares shall be voting Preferred Stock without par value and Forty Million (40,000,000) shares shall be Common Stock with a par value of One Dollar ($1.00) per share. The following is a statement of the designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof in respect of the shares of Preferred Stock and Common Stock of the corporation and of the authority expressly granted hereby to the Board of Directors of the corporation to fix by resolution or resolutions any of such destinations and powers, preferences and rights, and qualifications, limitations and restrictions thereof that may be desired but which shall not be fixed by this Certificate of Incorporation. A. Preferred Stock. The following is a statement of the designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof in respect of the shares of Preferred Stock. -4- 1. Voting Rights of Preferred Stock. In addition to such voting rights as may from time to time be required by the laws of Delaware, the holders of Preferred Stock shall vote at such times as holders of Common Stock may vote and in a like manner, one vote for each share of stock held, and all shares of the corporation shall be voted as a single class, except where specifically required by law to vote separately. 2. Provisions Regarding Issuance. The Preferred Stock may be issued from time to time in one or more series and in such amounts and for such consideration as may be determined by the Board of Directors. The designations, powers, preferences, and relative participating, optional, conversion and other special rights, and the qualifications, limitations or restrictions thereof, of the Preferred Stock, and as between the series of the Preferred Stock, shall be as are fixed herein and, to the extent not fixed herein, shall be such, not inconsistent with the provisions of this Article IV, as may be fixed by the Board of Directors, authority so to do being hereby expressly granted, and stated in a resolution or resolutions adopted by the Board of Directors providing for the issue of such series (herein called "Directors' Resolution"). The Directors' Resolution as to any series shall (a) designate the series, (b) fix the dividend rate of such series, the payment dates for dividends on shares of such series and, if the Board of Directors deems it advisable to cause dividends to be cumulative, the date or dates, or the method of determining the date or dates, from which dividends on shares of such series shall be cumulative, (c) fix the amount or amounts -5- payable on shares of such series upon voluntary liquidation, dissolution or winding up, (d) state the price or prices at which, and the terms and conditions on which, the shares of such series may be redeemed at the option of the corporation; and such Directors' Resolution may, in a manner not inconsistent with the provisions of this Article IV, (i) limit the number of shares of such series which may be issued, (ii) provide for a sinking fund for the purchase or redemption of shares of such series and determine the terms and conditions governing the operation of any such fund, (iii) impose conditions or restrictions upon the creation of indebtedness or upon the issue of any additional stock (including additional shares of such series or of any other series or of any other class) ranking on a parity with or prior to the shares of such series as to dividends or distribution of assets on liquidation, dissolution or winding up, (iv) impose conditions or restrictions upon the payment of dividends upon, or the making of other distributions to, or the redemption or acquisition of, shares of such series, or shares of junior stock theretofore issued, or any shares of any class of stock thereafter to be issued, or any shares of Preferred Stock theretofore issued ranking inferior to such series (as to dividends or distribution of assets on liquidation, dissolution or winding up) to the extent that the terms of such shares theretofore issued do not expressly prohibit the imposition of such conditions or restrictions, or any shares of Preferred Stock theretofore issued ranking prior to or on a parity with such series (as to dividends or distribution of -6- assets on liquidation, dissolution or winding up) to the extent that the terms of such shares theretofore issued expressly permit the imposition of such conditions or restrictions, (v) grant rights of conversion or exchange of shares of such series into or for shares of junior stock, and (vi) grant such other special rights as shall not be inconsistent with the provisions of this Article IV. The term "junior stock," as used in this Article IV, shall mean shares of capital stock of the corporation ranking junior to Preferred Stock as to dividends and distribution of assets on liquidation, dissolution or winding up. 3. General Provisions. Subject to such further conditions or restrictions as may be imposed in any Directors' Resolution, so long as any shares of the Preferred Stock are outstanding, in no event shall any dividends whatsoever, whether in cash, stock or otherwise, be paid or declared, or any distribution be made, on any junior stock, nor shall any shares of junior stock (other than junior stock acquired in exchange for or out of the proceeds of the issue of other junior stock or out of contributions to the capital of the corporation) be purchased, redeemed, retired or otherwise acquired for a valuable consideration by the corporation: (1) unless all dividends on the Preferred Stock for all past dividend periods shall have been paid or declared and a sum sufficient for the payment thereof set apart, and the full dividend thereon for the then current dividend period shall have been paid or declared, and -7- (2) unless, as to each series of Preferred Stock for which a sinking fund shall have been provided in the Directors' Resolution providing for the issuance of such series, the corporation shall have set aside the sum or sums required to be set aside by such Directors' Resolution, to be applied in the manner specified therein. Subject to such conditions or restrictions as may be imposed in any Directors' Resolution, the corporation at the option of the Board of Directors may redeem in whole or in part the Preferred Stock of such series which by its terms is redeemable, at the time or times and on the terms and conditions fixed by the Directors' Resolution as to such series in accordance with the terms applicable to such Preferred Stock. Any moneys set aside by the corporation and unclaimed at the end of six years from the date fixed for redemption shall revert to the general funds of the corporation. So long as any shares of the Preferred Stock are outstanding, the corporation shall not amend, alter or repeal any of the provisions of this Article IV so as to affect adversely the rights, powers or preferences of the Preferred Stock or of the holders thereof, nor shall any consent or vote otherwise effective under said Article be effective with respect to the rights, powers or preferences of such Preferred Stock or be binding upon the holders of such Preferred Stock, without the consent of the holders of at least two-thirds (2/3) of the number of all outstanding shares of the Preferred Stock (and such further consent of that proportion of the holders of the shares of any one -8- or more particular series, if any, as may be required by the Directors' Resolution or Resolutions providing for the issuance of such one or more particular series), given in person or by proxy, by vote at a meeting called for that purpose. So long as shares of a particular series of Preferred Stock are outstanding, the corporation shall not amend, alter or repeal any provision of the Directors' Resolution providing for the issuance of such series so as to affect adversely the rights, powers or preferences of the shares of such series or of the holders thereof, without the consent of the holders of at least two-thirds (2/3) of the number of outstanding shares of said series, given in person or by proxy, by vote at a meeting called for that purpose. In the event of any liquidation, dissolution or winding up of the corporation, then, before any distribution or payment shall be made to the holder of any junior stock, the holders of the Preferred Stock of each series shall be entitled to be paid, in the event of a voluntary or involuntary liquidation, dissolution or winding up, such preferential amounts as may be fixed for such series in the Directors' Resolution providing for the issuance thereof. After such payment shall have been made in full to the holders of the Preferred Stock, the remaining assets and funds of the corporation shall be distributed among the holders of junior stock according to their respective rights. In the event that the assets of the corporation available for distribution to holders of Preferred Stock shall not be sufficient -9- to make the payments herein required to be made in full, such assets shall be distributed to the holders of the respective shares of Preferred Stock in accordance with such priorities, if any, as between the various series of Preferred Stock as may be specified in any Directors' Resolution. Preferred Stock redeemed or otherwise retired by the corporation assumes the status of authorized but unissued Preferred Stock and may thereafter, subject to the provisions of any Directors' Resolution providing for the issue of any particular series of Preferred Stock, be reissued in the same manner as authorized but unissued Preferred Stock. B. Common Stock. 1. Dividends. Subject to the prior rights and preferences of the Preferred Stock, and subject to the provisions and on the conditions set forth in the foregoing paragraph A of this Article IV, or in any Directors' Resolution providing for the issue of a series of Preferred Stock, such dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors may be declared and paid on the Common Stock from time to time out of any funds legally available therefor. 2. Voting. Except as otherwise required by law, each share of Common Stock shall have one vote, in person or by proxy, for each share thereof held, and all shares of the corporation, including shares of Preferred Stock shall be voted as a single class except where specifically required by law to vote separately. -10- 3. Distribution. After payment shall have been made in full to the holders of the Preferred Stock in the event of any liquidation, dissolution or winding up of the affairs of the corporation, the remaining assets and funds of the corporation shall be distributed among the holders of the Common Stock according to their respective shares. C. Pre-emptive Rights. No holder of any stock of the corporation shall be entitled as a matter of right to purchase or subscribe for any part of any stock of the corporation, authorized by this Article IV, or of any additional stock of any class to be issued by reason of any increase of the authorized stock of the corporation, or of any bonds, certificates of indebtedness, debentures or other securities convertible into stock of the corporation, but any stock authorized by this Article IV or any such additional authorized issue of new stock or of securities convertible into stock may be issued and disposed of by the Board of Directors to such persons, firms, corporations or associations for such consideration and upon such terms and in such manner as the Board of Directors may in their discretion determine without offering any thereof on the same terms or on any terms to the stockholders then of record or to any class of stockholders. D. Miscellaneous. The corporation shall be entitled to treat the person in whose name any share, right or option is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such share, right or option on the part of any other person, -11- whether or not the corporation shall have notice thereof, save as may be expressly provided by the laws of the State of Delaware. A Director shall be fully protected in relying in good faith upon the books of account of the corporation or statements prepared by any of its officials as to the value and amount of the assets, liabilities and/or net profits of the corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid. Without action by the stockholders, the shares of stock may be issued by the corporation from time to time for such consideration (not less than the par value thereof if such stock has a par value) as may be fixed from time to time by the Board of Directors, and any and all such shares so issued, the full consideration for which has been paid or delivered, shall be deemed fully paid stock and not liable to any further call or assessment thereon, and the holder of such shares shall not be liable for any further call or assessment thereon, or for any other payment thereof. ARTICLE V. Sole Incorporator The name and mailing address of the sole incorporator is: J. J. French, Jr. 3600 RepublicBank Dallas Tower Dallas, Texas 75201-3989 -12- ARTICLE VI. Directors The number of Directors constituting the initial Board of Directors is seven (7); however, hereafter the Bylaws of the corporation shall fix the number at not less than five (5), nor more than twelve (12). The name and mailing address of each initial Director who is to serve as a Director until the first annual meeting of the stockholders or until a successor is elected and qualified are as follows:

ARTICLE VII. Duration The corporation is to have perpetual existence. -13- ARTICLE VIII. Powers of the Board of Directors In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the corporation is expressly authorized: 1. To make, alter, amend and repeal the Bylaws; 2. To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to alter or abolish any such reserve; 3. To authorize and cause to be executed mortgages and liens upon the property and franchises of the corporation; and 4. To designate, by resolution passed by a majority of the whole Board, 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 or other applicable law; provided, 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. To the extent that any of the foregoing powers conflict with any applicable statute of the State of Delaware now or hereafter in effect, such statute, to the extent of such conflict, shall be controlling. -14- ARTICLE IX. Amendments The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by law, and all rights conferred upon officers, directors, and stockholders herein are granted subject to this reservation. ARTICLE X. Compromise or Arrangement with Creditors Whenever a compromise or arrangement is proposed between the corporation and its creditors or any class of them and/or between the corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or -15- class of stockholders of the corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the corporation, as the case may be, and also on the corporation. THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly I have hereunto set my hand this 1st day of August, 1986. /s/ J. J. FRENCH, JR. -------------------------------- J. J. French, Jr. -16- THE STATE OF TEXAS ) ) COUNTY OF DALLAS ) BEFORE ME, the undersigned authority, on this day personally appeared J. J. French, Jr., known to me to be the person whose name is subscribed to the foregoing instrument, and being by me first duly sworn, declared to me that the statements therein contained are true and correct and that he executed the same as his act and deed for purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 1st day of August, 1986. /s/ KELLY SMITH -------------------------------- Notary Public in and for The State of Texas [SEAL] My Commission Expires: 1-24-89 KELLY SMITH - --------------------------- -------------------------------- Printed Name of Notary -17- PAGE 1 STATE OF DELAWARE OFFICE OF THE SECRETARY OF STATE -------------------------------- I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF "TRINITY INDUSTRIES, INC.", FILED IN THIS OFFICE ON THE FOURTH DAY OF AUGUST, A.D. 1986, AT 3 O'CLOCK P.M. /S/ EDWARD J. FREEL [SEAL] ----------------------------------- Edward J. Freel, Secretary of State 2098029 8100 AUTHENTICATION: 0779753 001549195 DATE: 11-08-00 EX-3.2 3 d48528exv3w2.htm BY-LAWS, AS AMENDED exv3w2

Exhibit 3.2

As Amended Effective May 7, 2007

BYLAWS

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 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 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 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 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 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 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 nine (9). 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.

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 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 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. 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 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 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 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 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 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 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 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 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. The corporation shall deliver 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.

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 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, the Board of Directors may, in its discretion and as a condition precedent to the issuance 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 to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

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 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.

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.

EX-10.18.4 4 d48528exv10w18w4.htm THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT exv10w18w4

Exhibit 10.18.4

THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This Third Amendment to Second Amended and Restated Credit Agreement (this “Third Amendment”) is executed effective as of June 22, 2007 (the “Effective Date”), by and among Trinity Industries, Inc., a Delaware corporation (the “Borrower”), JPMorgan Chase Bank, N.A., as the Administrative Agent (the “Administrative Agent”), and the financial institutions parties hereto as Lenders (individually an “Executing Lender” and collectively the “Executing Lenders”).

W I T N E S S E T H:

WHEREAS, the Borrower, the Administrative Agent, the Syndication Agents, the Documentation Agent and the Lenders are parties to that certain Second Amended and Restated Credit Agreement dated as of April 20, 2005 as amended by that certain (i) First Amendment to Second Amended and Restated Credit Agreement dated as of June 9, 2006 and (ii) Second Amendment to Second Amended and Restated Credit Agreement dated as of June 21, 2006 (as amended, the “Credit Agreement”) (unless otherwise defined herein, all terms used herein with their initial letter capitalized shall have the meaning given such terms in the Credit Agreement); and

WHEREAS, pursuant to the Credit Agreement, the Lenders have made Loans to the Borrower; and

WHEREAS, the Borrower has requested that the Lenders amend certain terms of the Credit Agreement in certain respects; and

WHEREAS, subject to the terms and conditions herein contained, the Executing Lenders have agreed to the Borrower’s request.

NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Borrower, the Administrative Agent and each Executing Lender hereby agree as follows:

Section 1. Amendments. In reliance on the representations, warranties, covenants and agreements contained in this Third Amendment, and subject to the terms and conditions contained herein, the Credit Agreement is hereby amended effective as of the Effective Date, in the manner provided in this Section 1.

1.1 Additional Definitions. Section 1.01 of the Credit Agreement is amended to add thereto in alphabetical order the definitions of “Senior Leverage Ratio,” “Subordinated Debt,” “Subordinated Debt Documents,” “Third Amendment” and “Total Senior Debt” which shall read in full as follows:

“Senior Leverage Ratio” means for any day, the ratio of (a) Total Senior Debt of the Borrower and its Subsidiaries on a consolidated basis as of the date of determination to (b) EBITDA for the Rolling Period ending on the most recent Quarterly Date as of the date of determination, excluding EBITDA derived from the assets pledged to (i) the TILC Conduit Indebtedness and (ii) the ETC Indebtedness, calculated on a pro forma basis. For purposes of calculating the Senior Leverage Ratio for any period, and provided no Revolving Loans are then outstanding, the Borrower shall be permitted to net any unrestricted cash then available as provided and set forth in the Borrower’s consolidated balance sheet for such period against Total Senior Debt of the Borrower then outstanding.

“Subordinated Debt” means all Indebtedness of the Borrower or any of its Subsidiaries that is permitted hereunder and is contractually subordinated to the Lender Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent.

“Subordinated Debt Documents” means all agreements, documents or instruments executed and delivered by the Borrower or any of its Subsidiaries in connection with, or pursuant to, the issuance or incurrence of Subordinated Debt.

“Third Amendment” means that certain Third Amendment to Second Amended and Restated Credit Agreement dated as of June 22, 2007, among the Borrower, the Administrative Agent and the Executing Lenders defined therein.

“Total Senior Debt” means, as of any date and for any period, Total Debt of the Borrower and its Subsidiaries for such period, excluding Subordinated Debt as of such date and for such period.

1.2 Amendments to Definitions. The definitions of “Loan Documents,” “Permitted Acquisition,” “Permitted Investments” and “Restricted Payment” set forth in Section 1.01 of the Credit Agreement are amended to read in full as follows:

“Loan Documents” means this Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Notes, the Subsidiary Guaranties, the Letters of Credit, any Borrowing Request, any Interest Election Request, any Assignment and Acceptance, the Fee Letter, and all other agreements (including Hedging Agreements) relating to this Agreement, the Loans or the Lender Indebtedness entered into from time to time between or among the Borrower (or any or all of its Subsidiaries) and the Administrative Agent or any Lender (or, with respect to the Hedging Agreements, any Affiliates of any Lender), and any document delivered by the Borrower or any of its Subsidiaries in connection with the foregoing, as such documents, instruments or agreements may be amended, modified or supplemented from time to time.

“Permitted Acquisition” means (a) in the event that after giving effect to any acquisition, the Leverage Ratio (as calculated pursuant to clause (b) of the definition thereof), on a pro forma basis, is less than 2.75 to 1.00, any acquisition by the Borrower or its Material Subsidiaries of the voting securities or other equity interests, or all or any portion of the assets of any Person, but only so long as no Default shall have occurred and be continuing at the time of (or would result from) such acquisition, or (b) in the event that after giving effect to any acquisition, the Leverage Ratio (as calculated pursuant to clause (b) of the definition thereof), on

a pro forma basis, is equal to or greater than 2.75 to 1.00, any acquisition by the Borrower or its Material Subsidiaries of the voting securities or other equity interests, or all or substantially all of the assets, of any Person (or any division or product line of such Person), but only so long as (i) no Default shall have occurred and be continuing at the time of (or would result from) such acquisition and (ii) the cash Dollar Amount for all such acquisitions permitted under this clause (b) does not exceed in the aggregate, during any Fiscal Year of the Borrower, $100,000,000.

“Permitted Investments” means:

(a) obligations issued or directly and fully guaranteed or insured by the government of the United States of America (or by any agency or instrumentality thereof), in each case maturing within one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above;

(e) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s, and (iii) have portfolio assets of at least $5,000,000,000;

(f) money market funds of a Lender and/or its affiliates;

(g) investments in auction rate securities with a rating of AAA or higher and a maximum maturity of one year, for which the reset date will be used to determine the maturity date; and

(h) investments (in addition to those contemplated by clauses (a), (b), (c), (d), (e), (f) and (g) of this definition, but expressly excluding any repurchase of the stock or other securities of the Borrower) measured at cost on a cumulative basis from and after the date of this Agreement (i) in the event that after giving effect to any investment, the Leverage Ratio (as calculated pursuant to clause (b) of the definition thereof), on a pro forma basis, is less than 2.75 to 1.00, any investment, but only so long as no Default shall have occurred and be continuing at the time of (or would result from) such investment, or (ii) in the event that after giving effect to any investment, the Leverage Ratio (as calculated pursuant to clause (b) of the definition thereof), on a pro forma basis, is equal

to or greater than 2.75 to 1.00, investments not exceeding, at any time, the greater of (A) $50,000,000 or (B) 2.5% of the Borrower’s consolidated current assets as determined in accordance with GAAP.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property (other than the capital stock of the Borrower and each Subsidiary)) with respect to any shares of any class of capital stock of the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property (other than the capital stock of the Borrower and each Subsidiary)), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such shares of capital stock of the Borrower or any option, warrant or other right to acquire any such shares of capital stock of the Borrower.

1.3 Amendment to Indebtedness Covenant. Section 7.01 of the Credit Agreement is amended to add a new clause (l) thereto to read in full as follows:

“(1) Indebtedness existing in connection with Hedging Agreements, provided such Hedging Agreements are in compliance with Section 7.05.”

1.4 Amendment to Investments Covenant. Section 7.04 of the Credit Agreement is amended to read in full as follows:

“SECTION 7.04 Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person (other than securities exercisable or convertible into, or exchangeable for, the capital stock of the Borrower and each Subsidiary), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:

(a) Permitted Investments;

(b) investments by the Borrower in the capital stock of its Subsidiaries, and investments by such Subsidiaries in the capital stock of their respective subsidiaries;

(c) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary;

(d) Guarantees constituting Indebtedness permitted by Section 7.01;

(e) Permitted Acquisitions; and

(f) Hedging Agreements permitted by Section 7.05.”

1.5 Amendment to Restricted Payments Covenant. Section 7.06 of the Credit Agreement is amended to read in full as follows:

“SECTION 7.06 Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) the Borrower may declare and pay dividends with respect to its capital stock payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, including, without limitation, pursuant to any severance packages for management or employees of the Borrower and its Subsidiaries and approved by the Board of Directors of the Borrower, (d) provided that after giving effect to any payment, the Leverage Ratio (as calculated pursuant to clause (b) of the definition thereof), on a pro forma basis, is (i) less than 2.75 to 1.00, the Borrower may declare and pay dividends, but only so long as no Default shall have occurred and be continuing at the time of (or would result from) such payment, and (ii) equal to or greater than 2.75 to 1.00, the Borrower may, for each Fiscal Year, declare and pay dividends in an aggregate amount equal to the greater of (A) $30,000,000, or (B) 50% of the Borrower’s consolidated net income (determined in accordance with GAAP) for such Fiscal Year, but only so long as no Default shall have occurred and be continuing at the time of (or would result from) such payment, (e) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire its capital stock or other Equity of such Person with the proceeds received from the substantially concurrent issuance of capital stock or other Equity of such Person, and (f) provided that after giving effect to any Restricted Payment, the Leverage Ratio (as calculated pursuant to clause (b) of the definition thereof), on a pro forma basis, is (i) less than 2.75 to 1.00, the Borrower may make Restricted Payments, but only so long as no Default shall have occurred and be continuing at the time of (or would result from) such Restricted Payment, and (ii) equal to or greater than 2.75 to 1.00, the Borrower may make Restricted Payments, but only so long as (A) no Default shall have occurred and be continuing at the time of (or would result from) such Restricted Payment, and (B) the cash Dollar Amount of all such Restricted Payments permitted under this clause (ii) does not exceed in the aggregate, during any Fiscal Year of the Borrower, $25,000,000.”

1.6 Amendments to Financial Covenants. Section 7.09 of the Credit Agreement is amended as follows:

(a) Section 7.09(b) of the Credit Agreement is amended to read in full as follows:

“(b) The Borrower will not permit the Leverage Ratio to be greater than 3.75 to 1.00 at any time.”

(b) Section 7.09 of the Credit Agreement is further amended to add a new clause (e) thereto to read in full as follows:

“(e) The Borrower will not permit the Senior Leverage Ratio to be greater than 2.75 to 1.00 at any time.”

1.7 Amendment to Modification of Debt Documents Covenant. Section 7.11 of the Credit Agreement is amended to read in full as follows:

“SECTION 7.11 Modifications to Debt Documents; Payment Restrictions. The Borrower will not, and will not permit any of its Subsidiaries to,

(a) amend, modify, or waive any covenant contained in any of the Senior Unsecured Debt Documents or Subordinated Debt Documents if the effect of such amendment, modification, or waiver would be to make the terms of any such Senior Unsecured Debt Document or Subordinated Debt Document materially more onerous to the Borrower or any of its Subsidiaries; or

(b) amend, modify, or waive any provision of the Senior Unsecured Debt Documents or Subordinated Debt Documents if the effect of such amendment, modification or waiver (i) subjects the Borrower or any of its Subsidiaries to any additional material obligation, (ii) increases the principal of or rate of interest on any Senior Unsecured Note or Subordinated Debt, (iii) accelerates the date fixed for any payment of principal or interest on any Senior Unsecured Note or Subordinated Debt, or (iv) would change the percentage of holders of such Senior Unsecured Notes or Subordinated Debt required for any such amendment, modification, or waiver from the percentage required on the Effective Date.”

Section 2. Effectiveness of Amendment. This Third Amendment shall be effective automatically and without the necessity of any further action by the Administrative Agent, the Borrower or any Lender when counterparts hereof have been executed by the Administrative Agent, the Borrower and the Required Lenders, and each of the following conditions to the effectiveness hereof have been satisfied:

(a) the representations and warranties contained herein and in all other Loan Documents, as amended hereby, shall be true and correct in all material respects as of the Effective Date as if made on the Effective Date, except for such representations and warranties limited by their terms to a specific date;

(b) after giving effect to this Third Amendment, no Default or Event of Default shall exist;

(c) all proceedings taken in connection with the transactions contemplated by this Third Amendment and all documentation and other legal matters incident thereto shall be satisfactory to the Administrative Agent and its counsel; and

(d) upon execution of this Third Amendment by the Required Lenders, the Borrower shall have paid to the Administrative Agent, for the benefit of the Executing Lenders, a fee in the amount of $5,000 for each Executing Lender.

Section 3. Representations and Warranties of the Borrower. To induce the Executing Lenders and the Administrative Agent to enter into this Third Amendment, the Borrower hereby represents and warrants to the Administrative Agent and the Lenders as follows:

3.1 Reaffirmation of Representations and Warranties. Each representation and warranty of the Borrower contained in the Credit Agreement and the other Loan Documents is true and correct in all material respects on the date hereof after giving effect to the amendments set forth in Section 1 hereof.

3.2 Due Authorization, No Conflicts. The execution, delivery and performance by the Borrower of this Third Amendment are within the Borrower’s corporate powers, have been duly authorized by necessary action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not violate or constitute a default under any provision of applicable law or any material agreement binding upon the Borrower or its Subsidiaries, or result in the creation or imposition of any Lien upon any of the assets of the Borrower or its Subsidiaries except for Permitted Encumbrances.

3.3 Validity and Binding Effect. This Third Amendment constitutes the valid and binding obligations of the Borrower enforceable in accordance with its terms, except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (b) the availability of equitable remedies may be limited by equitable principles of general application.

3.4 No Defenses. The Borrower has no defenses to payment, counterclaim or rights of set-off with respect to the indebtedness, obligations and liabilities of the Borrower under the Loan Documents existing on the date hereof.

3.5 Absence of Defaults. After giving effect to the amendments set forth in Section 1 hereof, neither a Default nor an Event of Default has occurred which is continuing.

Section 4. Miscellaneous.

4.1 Reaffirmation of Loan Documents. Any and all of the terms and provisions of the Credit Agreement and the other Loan Documents shall, except as amended and

modified hereby, remain in full force and effect. The Borrower hereby agrees that the amendments and modifications herein contained shall in no manner adversely affect or impair the indebtedness, obligations and liabilities of the Borrower under the Loan Documents.

4.2 Parties in Interest. All of the terms and provisions of this Third Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

4.3 Counterparts. This Third Amendment may be executed in counterparts, and all parties need not execute the same counterpart; however, no party shall be bound by this Third Amendment until counterparts hereof have been executed by the Borrower and the Required Lenders. Facsimiles or other electronic communications (e.g., pdf) shall be effective as originals.

4.4 Complete Agreement. THIS THIRD AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES.

4.5 Headings. The headings, captions and arrangements used in this Third Amendment are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this Third Amendment, nor affect the meaning thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed by their respective authorized officers on the date and year first above written.

[Signature Pages Follow]

SIGNATURE PAGE
TO
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
BY AND AMONG
TRINITY INDUSTRIES, INC.
JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS


		TRINITY INDUSTRIES, INC.

		By:		/s/ James E. Perry
		Name:		James E. Perry

		Title:		Vice President and Treasurer

[Signature Page]


		JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent

		By:		/s/ Brian McDougal
		Name:		Brian McDougal

		Title:		Vice President

[Signature Page]

SIGNATURE PAGE

TO
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
BY AND AMONG
TRINITY INDUSTRIES, INC.
JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS


Amegy Bank National Association		,

as a Lender

By:	/s/ Melinda N. Jackson
Name:	Melinda N. Jackson

Title:	Senior Vice President

[Signature Page]


		Bank of America, N.A., as a Lender

		By:		/s/ Allison W. Connally
		Name:		Allison W. Connally

		Title:		Vice President

[Signature Page]


		DRESDNER BANK AG, ACTING THROUGH ITS LENDING OFFICE DRESDNER BANK AG, NEW YORK BRANCH

		By:		/s/ Brian Smith
		Name:		Brian Smith

		Title:		Managing Director


		By:		/s/ Mark McGuigan
		Name:		Mark McGuigan

		Title:		Vice President

[Signature Page]


		Wachovia Bank, National Association,
		as a Lender

		By:		/s/ James Travagline
		Name:		James Travagline

		Title:		Vice President

[Signature Page]


		Bank of Texas,
		as a Lender

		By:		/s/ Bianca A. Gulberti
		Name:		Bianca A. Gulberti

		Title:		Vice President

[Signature Page]


		The Royal Bank of Scotland plc,
		as a Lender

		By:		/s/ William McGinty
		Name:		William McGinty

		Title:		Senior Vice President

[Signature Page]


		CREDIT SUISSE, CAYMAN ISLANDS
		BRANCH, as a Lender

		By:		/s/ Karl Studer
		Name:		Karl Studer

		Title:		Director



		By:		/s/ Petra Jaek
		Name:		Petra Jaek

		Title:		Assistant Vice President

[Signature Page]


		Lloyds TSB Bank plc

		By:		/s/ Mario Del Duce
		Name:		Mario Del Duce

		Title:		Associate Director
				Corporate Banking USA D029


		By:		/s/ Windsor R. Davies
		Name:		Windsor R. Davies

		Title:		Managing Director
				Corporate Banking USA D061

[Signature Page]

EX-31.1 5 d48528exv31w1.htm RULE 13A-15(E) AND 15D-15(E) CERTIFICATION OF CEO exv31w1

Exhibit 31.1

CERTIFICATION

I, Timothy R. Wallace, certify that:

I have reviewed this quarterly report on Form 10-Q of Trinity Industries, Inc.;

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;

Based on my knowledge, the financial statements, and other financial information included in this quarterly 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;

The registrant’s other certifying officer 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 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

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 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: August 2, 2007



/s/ Timothy R. Wallace Timothy R. Wallace Chairman, President and Chief Executive Officer

EX-31.2 6 d48528exv31w2.htm RULE 13A-15(E) AND 15D-15(E) CERTIFICATION OF CFO exv31w2

Exhibit 31.2

CERTIFICATION

I, William A. McWhirter II, certify that:

I have reviewed this quarterly report on Form 10-Q of Trinity Industries, Inc.;

	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 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

	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: August 2, 2007



/s/ William A McWhirter II William A. McWhirter II Senior Vice President and Chief Financial Officer

EX-32.1 7 d48528exv32w1.htm CERTIFICATION PURSUANT TO SECTION 906 exv32w1

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 June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy R. Wallace, Chairman, President and Chief Executive 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/ Timothy R. Wallace Timothy R. Wallace Chairman, President and Chief Executive Officer August 2, 2007

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 8 d48528exv32w2.htm CERTIFICATION PURSUANT TO SECTION 906 exv32w2

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 June 30, 2007 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)



/s/ William A. McWhirter II William A. McWhirter II Senior Vice President and Chief Financial Officer August 2, 2007

-----END PRIVACY-ENHANCED MESSAGE-----

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