10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2012

OR

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

For the transition period from                    to                    .

Commission File Number 1-6903

Trinity Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	75-0225040
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
2525 Stemmons Freeway Dallas, Texas	75207-2401
(Address of principal executive offices)	(Zip Code)

(214) 631-4420

Registrant’s telephone number, including area code

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 (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

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

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

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

At July 13, 2012 the number of shares of common stock outstanding was 79,002,339.

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		24
Item 3. Quantitative and Qualitative Disclosures About Market Risk		35
Item 4. Controls and Procedures		35
PART II OTHER INFORMATION
Item 1. Legal Proceedings		36
Item 1A. Risk Factors		36
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		36
Item 3. Defaults Upon Senior Securities		36
Item 4. Mine Safety Disclosures		36
Item 5. Other Information		36
Item 6. Exhibits		37
SIGNATURES		38
CERTIFICATIONS

1

PART I

Item 1. Financial Statements

Trinity Industries, Inc. and Subsidiaries

Consolidated Statements of Operations

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(in millions, except per share amounts)
Revenues:
Manufacturing	$	836.1		$	580.1		$	1,619.3		$	1,094.5
Leasing		192.3			128.2			334.4			248.0
		1,028.4			708.3			1,953.7			1,342.5
Operating costs:
Cost of revenues:
Manufacturing		694.9			498.2			1,366.9			929.9
Leasing		112.1			63.3			185.5			123.8
Other		14.4			7.4			25.5			15.5
		821.4			568.9			1,577.9			1,069.2
Selling, engineering, and administrative expenses:
Manufacturing		39.1			33.4			75.6			67.4
Leasing		7.3			5.6			13.4			11.3
Other		9.6			8.5			20.9			19.1
		56.0			47.5			109.9			97.8
Gains on disposition of property, plant, and equipment:
Net gains on railcar lease fleet sales		1.6			0.4			5.3			1.5
Other		2.3			3.1			6.1			3.9
Total operating profit		154.9			95.4			277.3			180.9
Other (income) expense:
Interest income		(0.3	)		(0.4	)		(0.7	)		(0.7	)
Interest expense		47.9			43.8			95.8			88.3
Other, net		(0.0	)		(0.6	)		(3.0	)		(1.1	)
		47.6			42.8			92.1			86.5
Income before income taxes		107.3			52.6			185.2			94.4
Provision for income taxes		39.8			21.0			65.4			37.2
Net income		67.5			31.6			119.8			57.2
Net income (loss) attributable to noncontrolling interest		(0.3	)		1.6			(0.9	)		3.0
Net income attributable to Trinity Industries, Inc.	$	67.8		$	30.0		$	120.7		$	54.2
Net income attributable to Trinity Industries, Inc. per common share:
Basic	$	0.84		$	0.37		$	1.50		$	0.68
Diluted	$	0.84		$	0.37		$	1.50		$	0.67
Weighted average number of shares outstanding:
Basic		77.7			77.4			77.7			77.2
Diluted		77.9			77.7			77.9			77.5
Dividends declared per common share	$	0.11		$	0.09		$	0.20		$	0.17

See accompanying notes to consolidated financial statements.

2

Trinity Industries, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(in millions)
Net income	$	67.5		$	31.6		$	119.8		$	57.2
Unrealized loss on derivative financial instruments:
Unrealized gain (loss) arising during the period		0.3			(12.5	)		3.0			1.8
Reclassification adjustments for losses included in net income		2.2			0.9			4.5			1.7
Currency translation adjustment – reclassification adjustment for loss included in net income		1.1			(0.1	)		1.1			(0.1	)
Funded status of pension liability – amortization of actuarial loss		0.8			—			1.7			—
Other comprehensive income (loss), before tax		4.4			(11.7	)		10.3			3.4
Income tax expense (benefit) related to components of other comprehensive income (loss)		1.6			(4.3	)		4.0			1.1
Other comprehensive income (loss), net of tax		2.8			(7.4	)		6.3			2.3
Comprehensive income		70.3			24.2			126.1			59.5
Less: comprehensive income (loss) attributable to noncontrolling interest		(0.1	)		(0.3	)		(0.2	)		3.4
Comprehensive income attributable to Trinity Industries, Inc.	$	70.4		$	24.5		$	126.3		$	56.1

See accompanying notes to consolidated financial statements.

3

Trinity Industries, Inc. and Subsidiaries

Consolidated Balance Sheets

	June 30, 2012			December 31, 2011
	(unaudited)
	(in millions)
Assets
Cash and cash equivalents	$	294.1		$	351.1
Receivables, net of allowance		334.9			384.3
Income tax receivable		5.2			1.6
Inventories:
Raw materials and supplies		385.4			324.8
Work in process		143.0			125.6
Finished goods		121.5			99.5
		649.9			549.9
Restricted cash, including TRIP Holdings of $59.5 and $74.6		218.9			240.3
Property, plant, and equipment, at cost, including TRIP Holdings of $1,271.3 and $1,257.7		5,560.2			5,407.9
Less accumulated depreciation, including TRIP Holdings of $137.3 and $122.7		(1,309.0	)		(1,228.4	)
		4,251.2			4,179.5
Goodwill		226.6			225.9
Other assets		216.7			188.4
	$	6,197.5		$	6,121.0
Liabilities and Stockholders’ Equity
Accounts payable	$	234.6		$	207.4
Accrued liabilities		394.1			421.3
Debt:
Recourse, net of unamortized discount of $93.8 and $99.8		461.5			457.7
Non-recourse:
Parent and wholly-owned subsidiaries		1,568.7			1,616.0
TRIP Holdings		880.3			901.2
		2,910.5			2,974.9
Deferred income		37.9			38.7
Deferred income taxes		504.5			434.7
Other liabilities		87.7			95.7
		4,169.3			4,172.7
Stockholders’ equity:
Preferred stock – 1.5 shares authorized and unissued		—			—
Common stock – 200.0 shares authorized		81.7			81.7
Capital in excess of par value		638.1			626.5
Retained earnings		1,419.4			1,314.7
Accumulated other comprehensive loss		(128.4	)		(134.0	)
Treasury stock		(66.9	)		(25.1	)
		1,943.9			1,863.8
Noncontrolling interest		84.3			84.5
		2,028.2			1,948.3
	$	6,197.5		$	6,121.0

See accompanying notes to consolidated financial statements.

4

Trinity Industries, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(unaudited)

	Six Months Ended June 30,
	2012			2011
	(in millions)
Operating activities:
Net income	$	119.8		$	57.2
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		98.7			95.4
Stock-based compensation expense		12.5			9.4
Excess tax benefits from stock-based compensation		(1.2	)		(0.3	)
Provision for deferred income taxes		61.9			16.6
Net gains on sales of railcars owned more than one year at the time of sale		(5.3	)		(1.5	)
Gain on disposition of property, plant, equipment, and other assets		(6.1	)		(3.9	)
Other		5.5			6.6
Changes in assets and liabilities:
(Increase) decrease in receivables		49.4			(99.2	)
(Increase) decrease in income tax receivable		(3.6	)		3.0
(Increase) decrease in inventories		(100.0	)		(138.4	)
(Increase) decrease in other assets		(26.0	)		(4.9	)
Increase (decrease) in accounts payable		27.2			57.2
Increase (decrease) in accrued liabilities		(29.4	)		(5.4	)
Increase (decrease) in other liabilities		(4.9	)		17.0
Net cash provided by operating activities		198.5			8.8
Investing activities:
(Increase) decrease in short-term marketable securities		—			116.0
Proceeds from sales of railcars owned more than one year at the time of sale		34.1			12.2
Proceeds from lease fleet sales – sale and leaseback		7.2			—
Proceeds from disposition of property, plant, equipment, and other assets		13.3			5.3
Capital expenditures – leasing, net of sold railcars owned one year or less		(172.5	)		(151.9	)
Capital expenditures – manufacturing and other		(36.8	)		(24.6	)
Acquisitions, net of cash acquired		—			(15.3	)
Net cash required by investing activities		(154.7	)		(58.3	)
Financing activities:
Proceeds from issuance of common stock, net		1.4			1.6
Excess tax benefits from stock-based compensation		1.2			0.3
Payments to retire debt – other		(86.7	)		(79.1	)
Proceeds from issuance of debt		16.2			52.7
Deferred loan issuance costs		—			(5.9	)
(Increase) decrease in restricted cash		21.4			1.8
Shares repurchased		(35.2	)		—
Dividends paid to common shareholders		(14.5	)		(12.7	)
Other		(4.6	)		(6.1	)
Net cash required by financing activities		(100.8	)		(47.4	)
Net decrease in cash and cash equivalents		(57.0	)		(96.9	)
Cash and cash equivalents at beginning of period		351.1			354.0
Cash and cash equivalents at end of period	$	294.1		$	257.1

See accompanying notes to consolidated financial statements.

5

Trinity Industries, Inc. and Subsidiaries

Consolidated Statement of Stockholders’ Equity

(unaudited)

	Common Stock												Treasury Stock
	Shares		Amount		Capital in Excess of Par Value		Retained Earnings			Accumulated Other Comprehensive Loss			Shares			Amount			Trinity Stockholders’ Equity			Noncontrolling Interest			Total Stockholders’ Equity
	(in millions)
Balances at December 31, 2011		81.7	$	81.7	$	626.5	$	1,314.7		$	(134.0	)		(1.5	)	$	(25.1	)	$	1,863.8		$	84.5		$	1,948.3
Net income		—		—		—		120.7			—			—			—			120.7			(0.9	)		119.8
Other comprehensive income		—		—		—		—			5.6			—			—			5.6			0.7			6.3
Cash dividends on common stock		—		—		—		(16.0	)		—			—			—			(16.0	)		—			(16.0	)
Restricted shares issued, net		—		—		10.7		—			—			0.4			(1.3	)		9.4			—			9.4
Shares repurchased		—		—		—		—			—			(1.7	)		(41.2	)		(41.2	)		—			(41.2	)
Stock options exercised		—		—		0.7		—			—			0.1			0.7			1.4			—			1.4
Stock-based compensation expense		—		—		0.2		—			—			—			—			0.2			—			0.2
Balances at June 30, 2012		81.7	$	81.7	$	638.1	$	1,419.4		$	(128.4	)		(2.7	)	$	(66.9	)	$	1,943.9		$	84.3		$	2,028.2

See accompanying notes to consolidated financial statements.

6

Trinity Industries, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(unaudited)

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The foregoing consolidated financial statements are unaudited and have been prepared from the books and records of Trinity Industries, Inc. and its subsidiaries (“Trinity”, “Company”, “we”, or “our”) including its majority-owned subsidiary, TRIP Rail Holdings LLC (“TRIP Holdings”). In our opinion, all normal and recurring adjustments necessary for a fair presentation of the financial position of the Company as of June 30, 2012, and the results of operations for the three and six month periods ended June 30, 2012 and 2011, and cash flows for the six month periods ended June 30, 2012 and 2011, 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, 2012 may not be indicative of expected results of operations for the year ending December 31, 2012. 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, 2011.

Stockholders’ Equity

In December 2010, the Company’s Board of Directors authorized a $200 million share repurchase program, effective January 1, 2011, which expires on December 31, 2012. During the three and six months ended June 30, 2012, the Company repurchased 1,692,229 shares under this program at a cost of approximately $41.2 million. Certain shares of stock repurchased during June 2012, totaling $6.0 million, were cash settled in July 2012 in accordance with normal settlement practices. No shares were repurchased under this program during the three and six months ended June 30, 2011.

Financial Instruments

Financial instruments that potentially subject the Company to a concentration of credit risk are primarily cash investments, short-term marketable securities, and receivables. At June 30, 2012, one customer’s net receivable balance in our Energy Equipment Group, all within terms, accounted for approximately 20% of the consolidated net receivables balance outstanding.

Recent Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board issued Accounting Standards Update No. 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income,” (“ASU 2011-05”) which amended current comprehensive income guidance. ASU 2011-05 became effective for public companies during the interim and annual periods beginning after December 15, 2011 with early adoption permitted. Accordingly, the Company adopted this new standard on January 1, 2012 by including the consolidated statement of comprehensive income with its consolidated financial statements and revising Note 15 Accumulated Other Comprehensive Loss. The adoption of ASU 2011-05 did not have an impact on the Company’s consolidated financial position, results of operations or cash flows as it only requires a change in reporting format with regard to components of other comprehensive income.

Reclassifications

Effective December 31, 2011, the Company adopted the emerging industry policy of recognizing revenue from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet which have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. Prior year reported balances have been reclassified to conform to this policy resulting in a decrease in revenue of $2.2 million and $12.2 million for the three and six months ended June 30, 2011, respectively. The adoption of this policy had no effect on operating profit or net income. Certain prior year balances have been reclassified in the Consolidated Statements of Cash Flows to conform to the 2012 presentation.

7

Note 2. Acquisitions and Divestitures

For the three and six months ended June 30, 2012 and 2011, all of our acquisition and divestiture activity occurred in the Construction Products Group as summarized below:

	Acquisitions						Divestitures
	Total cost		Net cash paid		Goodwill recorded		Proceeds		Gain recognized		Goodwill charged  off
					(in millions)
2012	$	2.0	$	—	$	0.8	$	2.1	$	1.5	$	0.1
2011	$	23.6	$	15.3	$	7.0	$	8.3	$	0.7	$	1.0

Note 3. Fair Value Accounting

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

	Fair Value Measurement as of June 30, 2012
	(in millions)
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	139.8	$	—	$	—	$	139.8
Restricted cash		218.9		—		—		218.9
Equity call agreement with TRIP Holdings equity investor1		—		—		0.6		0.6
Fuel derivative instruments1		—		0.0		—		0.0
Total assets	$	358.7	$	0.0	$	0.6	$	359.3
Liabilities:
Interest rate hedges:2
Wholly-owned subsidiary	$	—	$	44.3	$	—	$	44.3
TRIP Holdings		—		5.4		—		5.4
Equity put agreement with TRIP Holdings equity investor3		—		—		2.2		2.2
Fuel derivative instruments2		—		0.3		—		0.3
Total liabilities	$	—	$	50.0	$	2.2	$	52.2
	Fair Value Measurement as of December 31, 2011
	(in millions)
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	246.6	$	—	$	—	$	246.6
Restricted cash		240.3		—		—		240.3
Equity call agreement with TRIP Holdings equity investor1		—		—		0.7		0.7
Total assets	$	486.9	$	—	$	0.7	$	487.6
Liabilities:
Interest rate hedges:2
Wholly-owned subsidiary	$	—	$	48.9	$	—	$	48.9
TRIP Holdings		—		4.8		—		4.8
Equity put agreement with TRIP Holdings equity investor3		—		—		3.1		3.1
Fuel derivative instruments2		—		0.1		—		0.1
Total liabilities	$	—	$	53.8	$	3.1	$	56.9

¹  Included in other assets on the consolidated balance sheet.

²  Included in accrued liabilities on the consolidated balance sheet.

³ Included in other liabilities on the consolidated balance sheet.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date. An entity is required to establish a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair values are listed below:

8

Level 1 – This level is defined as quoted prices in active markets for identical assets or liabilities. The Company’s cash equivalents and restricted cash are instruments of the United States Treasury or highly-rated money market mutual funds.

Level 2 – This level is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company’s fuel derivative instruments, which are commodity options, are valued using energy and commodity market data. Interest rate hedges are valued at exit prices obtained from each counterparty. See Note 7 Derivative Instruments and Note 11 Debt.

Level 3 – This level is defined as unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The equity put and call agreements with the TRIP equity investor are valued based on cash flow projections and certain assumptions regarding the likelihood of exercising the option under the related agreement. See Note 6 Investment in TRIP Holdings.

The carrying amounts and estimated fair values of our long-term debt are as follows:

	June 30, 2012					December 31, 2011
	Carrying Value			Estimated Fair Value		Carrying Value			Estimated Fair Value
	(in millions)
Recourse:
Convertible subordinated notes	$	450.0		$	450.2	$	450.0		$	439.4
Less: unamortized discount		(93.8	)				(99.8	)
		356.2					350.2
Capital lease obligations		47.2			47.2		48.6			48.6
Term loan		52.4			55.6		54.7			55.7
Other		5.7			5.7		4.2			4.2
		461.5			558.7		457.7			547.9
Non-recourse:
2006 secured railcar equipment notes		262.6			283.1		269.3			278.5
Promissory notes		452.6			433.8		465.5			448.6
2009 secured railcar equipment notes		213.9			242.1		218.4			228.6
2010 secured railcar equipment notes		348.2			354.8		354.3			333.1
TILC warehouse facility		291.4			291.4		308.5			308.5
TRIP Holdings senior secured notes		61.2			62.8		61.2			61.6
TRIP Master Funding secured railcar equipment notes		819.1			892.4		840.0			834.9
		2,449.0			2,560.4		2,517.2			2,493.8
Total	$	2,910.5		$	3,119.1	$	2,974.9		$	3,041.7

The estimated fair value of our convertible subordinated notes was based on a quoted market price as of June 30, 2012 and December 31, 2011, respectively (level 1 input). The estimated fair values of our 2006, 2009, and 2010 secured railcar equipment notes, promissory notes, TRIP Holdings senior secured notes, TRIP Rail Master Funding LLC (“TRIP Master Funding”) secured railcar equipment notes, and term loan are based on our estimate of their fair value as of June 30, 2012 and December 31, 2011, respectively. These values were determined by discounting their future cash flows at the current market interest rate (level 3 inputs). The carrying value of our Trinity Industries Leasing Company (“TILC”) warehouse facility approximates fair value because the interest rate adjusts to the market interest rate and the Company’s credit rating has not changed since the loan agreement was renewed in February 2011 (level 3 input). The fair values of all other financial instruments are estimated to approximate carrying value.

Note 4. Segment Information

The Company reports operating results in five principal business segments: (1) the Rail Group, which manufactures and sells railcars and related parts and components; (2) the Construction Products Group, which manufactures and sells highway products and concrete and aggregates; (3) the Inland Barge Group, which manufactures and sells barges and related products for inland waterway services; (4) the Energy Equipment Group, which manufactures and sells products for energy related businesses, including structural wind towers, tank containers and tank heads for pressure and non-pressure vessels, frac tanks, and utility, traffic, and lighting structures; and (5) the Railcar Leasing and Management Services Group (“Leasing Group”), which provides fleet management, maintenance, and leasing services. The segment All Other includes our captive insurance and transportation companies; legal, environmental, and maintenance costs associated with non-operating facilities; other peripheral businesses; and the change in market valuation related to ineffective commodity hedges. Gains and losses from the sale of property, plant, and equipment which are related to manufacturing and dedicated to the specific manufacturing operations of a particular segment are included in operating profit of that respective segment. Gains and losses from the sale of property, plant, and equipment that can be utilized by multiple segments are included in operating profit of the All Other segment.

9

Sales and related net profits from the Rail Group to the Leasing Group are recorded in the Rail Group and eliminated in consolidation. Sales between these groups are recorded at prices comparable to those charged to external customers taking into consideration quantity, features, and production demand. Amortization of deferred profit on railcars sold to the Leasing Group is included in the operating profits of the Leasing Group. Sales of railcars from the lease fleet are included in the Leasing Group.

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

Three Months Ended June 30, 2012

	Revenues								Operating
									Profit
	External		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	380.2	$	136.7		$	516.9		$	53.0
Construction Products Group		151.6		5.2			156.8			15.2
Inland Barge Group		173.9		—			173.9			36.6
Energy Equipment Group		126.6		4.1			130.7			4.0
Railcar Leasing and Management Services Group		192.3		1.9			194.2			76.4
All Other		3.8		17.0			20.8			(6.3	)
Corporate		—		—			—			(9.6	)
Eliminations – Lease subsidiary		—		(132.3	)		(132.3	)		(12.2	)
Eliminations – Other		—		(32.6	)		(32.6	)		(2.2	)
Consolidated Total	$	1,028.4	$	—		$	1,028.4		$	154.9

Three Months Ended June 30, 2011

	Revenues								Operating
									Profit
	External		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	197.3	$	83.4		$	280.7		$	15.4
Construction Products Group		148.0		1.3			149.3			16.1
Inland Barge Group		117.8		—			117.8			19.1
Energy Equipment Group		115.1		2.4			117.5			1.2
Railcar Leasing and Management Services Group		128.2		—			128.2			59.7
All Other		1.9		12.4			14.3			(0.2	)
Corporate		—		—			—			(8.4	)
Eliminations – Lease subsidiary		—		(79.5	)		(79.5	)		(7.1	)
Eliminations – Other		—		(20.0	)		(20.0	)		(0.4	)
Consolidated Total	$	708.3	$	—		$	708.3		$	95.4

Six Months Ended June 30, 2012

	Revenues								Operating
									Profit
	External		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	721.4	$	262.6		$	984.0		$	93.1
Construction Products Group		301.2		10.6			311.8			26.0
Inland Barge Group		343.3		—			343.3			66.6
Energy Equipment Group		246.7		9.0			255.7			0.2
Railcar Leasing and Management Services Group		334.4		2.1			336.5			142.9
All Other		6.7		29.8			36.5			(5.1	)
Corporate		—		—			—			(21.2	)
Eliminations – Lease subsidiary		—		(254.9	)		(254.9	)		(23.1	)
Eliminations – Other		—		(59.2	)		(59.2	)		(2.1	)
Consolidated Total	$	1,953.7	$	—		$	1,953.7		$	277.3

10

Six Months Ended June 30, 2011

	Revenues								Operating
									Profit
	External		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	328.3	$	172.2		$	500.5		$	24.7
Construction Products Group		278.1		4.8			282.9			24.4
Inland Barge Group		255.7		—			255.7			40.8
Energy Equipment Group		228.3		7.9			236.2			11.7
Railcar Leasing and Management Services Group		248.0		—			248.0			114.4
All Other		4.1		23.3			27.4			(0.5	)
Corporate		—		—			—			(19.1	)
Eliminations – Lease subsidiary		—		(164.9	)		(164.9	)		(15.2	)
Eliminations – Other		—		(43.3	)		(43.3	)		(0.3	)
Consolidated Total	$	1,342.5	$	—		$	1,342.5		$	180.9

Effective December 31, 2011, the Company adopted the emerging industry policy of recognizing revenue from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet which have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. Prior year reported balances have been reclassified to conform to this policy.

11

Note 5. Railcar Leasing and Management Services Group

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

	June 30, 2012
	Leasing Group
	Wholly- Owned Subsidiaries			TRIP Holdings			Manufacturing/ Corporate			Total
	(in millions, unaudited)
Cash and cash equivalents	$	2.2		$	—		$	291.9		$	294.1
Property, plant, and equipment, net	$	3,148.0		$	1,134.0		$	503.7		$	4,785.7
Net deferred profit on railcars sold to the Leasing Group		(349.7	)		(184.8	)		—			(534.5	)
	$	2,798.3		$	949.2		$	503.7		$	4,251.2
Restricted cash	$	159.4		$	59.5		$	—		$	218.9
Debt:
Recourse	$	99.6		$	—		$	455.7		$	555.3
Less: unamortized discount		—			—			(93.8	)		(93.8	)
		99.6			—			361.9			461.5
Non-recourse		1,568.7			989.1			—			2,557.8
Less: non-recourse debt owned by Trinity		—			(108.8	)		—			(108.8	)
Total debt	$	1,668.3		$	880.3		$	361.9		$	2,910.5
Net deferred tax liabilities	$	579.5		$	4.4		$	(79.4	)	$	504.5

	December 31, 2011
	Leasing Group
	Wholly- Owned Subsidiaries			TRIP Holdings			Manufacturing/ Corporate			Total
	(in millions)
Cash and cash equivalents	$	3.2		$	—		$	347.9		$	351.1
Property, plant, and equipment, net	$	3,066.0		$	1,135.0		$	510.0		$	4,711.0
Net deferred profit on railcars sold to the Leasing Group		(344.5	)		(187.0	)		—			(531.5	)
	$	2,721.5		$	948.0		$	510.0		$	4,179.5
Restricted cash	$	165.7		$	74.6		$	—		$	240.3
Debt:
Recourse	$	103.3		$	—		$	454.2		$	557.5
Less: unamortized discount		—			—			(99.8	)		(99.8	)
		103.3			—			354.4			457.7
Non-recourse		1,616.0			1,010.0			—			2,626.0
Less: non-recourse debt owned by Trinity		—			(108.8	)		—			(108.8	)
Total debt	$	1,719.3		$	901.2		$	354.4		$	2,974.9
Net deferred tax liabilities	$	582.4		$	4.7		$	(152.4	)	$	434.7

See Note 6 Investment in TRIP Holdings and Note 11 Debt for a further discussion regarding the Company’s investment in TRIP Holdings and TRIP Holdings’ debt.

12

	Three Months Ended June 30,									Six Months Ended June 30,
	2012			2011			Percent			2012			2011			Percent
	($ in millions)						Change			($ in millions)						Change
Revenues:
Wholly owned subsidiaries:
Leasing and management	$	102.2		$	92.9			10.0	%	$	200.5		$	183.2			9.4	%
Railcar sales(1)		62.2			6.6			*			77.1			6.6			*
		164.4			99.5			65.2			277.6			189.8			46.3
TRIP Holdings:
Leasing and management		29.8			28.7			3.8			58.9			58.2			1.2
Railcar sales(1)		—			—			—			—			—			—
		29.8			28.7			3.8			58.9			58.2			1.2
Total revenues	$	194.2		$	128.2			51.5		$	336.5		$	248.0			35.7
Operating Profit:
Wholly owned subsidiaries:
Leasing and management	$	44.0		$	39.5					$	87.1		$	76.0
Railcar sales(1):
Railcars owned one year or less at the time of sale		13.5			3.0						16.4			3.0
Railcars owned more than one year at the time of sale		1.6			0.4						5.7			1.4
		59.1			42.9						109.2			80.4
TRIP Holdings:
Leasing and management		17.3			16.8						34.1			33.9
Railcar sales(1):
Railcars owned one year or less at the time of sale		—			—						—			—
Railcars owned more than one year at the time of sale		—			—						(0.4	)		0.1
		17.3			16.8						33.7			34.0
Total operating profit	$	76.4		$	59.7					$	142.9		$	114.4
Operating profit margin:
Leasing and management		46.4	%		46.3	%					46.7	%		45.5	%
Railcar sales(1)		*			*						*			*
Total operating profit margin		39.3			46.6						42.5			46.1
Interest and rent expense(2):
Rent expense	$	12.8		$	12.2					$	25.5		$	24.3
Interest expense:
Wholly-owned subsidiaries	$	24.3		$	25.4					$	48.9		$	50.6
TRIP Holdings:
External		15.0			10.8						30.2			22.3
Intercompany		3.2			—						6.5			—
		18.2			10.8						36.7			22.3
Total interest expense	$	42.5		$	36.2					$	85.6		$	72.9

^*  Not meaningful

⁽¹⁾  Effective December 31, 2011, the Company adopted the emerging industry policy of recognizing revenue from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet which have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. Prior year reported balances have been reclassified to conform to this policy.

⁽²⁾  Rent expense is a component of operating profit. Interest expense is not a component of operating profit and includes the effect of hedges. Intercompany interest expense arises from Trinity’s ownership of a portion of TRIP Holdings’ Senior Secured Notes and is eliminated in consolidation. See Note 11 Debt.

Equipment consists primarily of railcars leased by third parties. The Leasing Group purchases equipment manufactured predominantly by the Rail Group and enters into lease contracts with third parties with terms generally ranging between one and twenty years. The Leasing Group primarily enters into operating leases. Future contractual minimum rental revenues on leases are as follows:

13

	Remaining six months of 2012		2013		2014		2015		2016		Thereafter		Total
	(in millions)
Wholly-owned subsidiaries	$	140.8	$	239.8	$	187.4	$	146.1	$	110.5	$	219.0	$	1,043.6
TRIP Holdings		47.7		75.6		54.4		44.4		37.3		64.8		324.2
	$	188.5	$	315.4	$	241.8	$	190.5	$	147.8	$	283.8	$	1,367.8

Debt. The Leasing Group’s debt at June 30, 2012 consisted of both recourse and non-recourse debt. As of June 30, 2012, Trinity’s wholly-owned subsidiaries included in the Leasing Group held equipment with a net book value of approximately $2,430.8 million that is pledged as collateral for Leasing Group debt held by those subsidiaries, including equipment with a net book value of $50.3 million securing capital lease obligations. The net book value of unpledged equipment at June 30, 2012 was $621.9 million. See Note 11 Debt regarding Leasing Group debt.

TRIP Holdings. Debt owed by TRIP Holdings and its subsidiaries is nonrecourse to Trinity and TILC and is secured solely by the consolidated assets of TRIP Holdings and the equity interests of TRIP Holdings. In July 2011, TRIP Holdings and its newly-formed subsidiary, TRIP Master Funding, issued $1,032.0 million in new debt and repaid all of the outstanding borrowings of the existing TRIP Warehouse Loan. TRIP Master Funding equipment with a net book value of $1,134.0 million, excluding deferred profit resulting from the sale of railcars to TRIP Master Funding, is pledged as collateral for the TRIP Master Funding debt. See Note 6 Investment in TRIP Holdings for a description of TRIP Holdings.

Off Balance Sheet Arrangements. In prior years, the Leasing Group completed a series of financing transactions whereby railcars were sold to one or more separate independent owner trusts (“Trusts”). Each of the Trusts financed the purchase of the railcars with a combination of debt and equity. In each transaction, the equity participant in the Trust is considered to be the primary beneficiary of the Trust and therefore, the debt related to the Trust is not included as part of the consolidated financial statements. The Leasing Group, through newly formed, wholly-owned, qualified subsidiaries, leased railcars from the Trusts under operating leases with terms of 22 years, and subleased the railcars to independent third-party customers under shorter term operating rental agreements.

These Leasing Group subsidiaries had total assets as of June 30, 2012 of $211.2 million, including cash of $83.3 million and railcars of $95.2 million. The right, title, and interest in each sublease, cash, and railcars are pledged to collateralize the lease obligations to the Trusts and are included in the consolidated financial statements of the Company. Trinity does not guarantee the performance of the subsidiaries’ lease obligations. Certain ratios and cash deposits must be maintained by the Leasing Group’s subsidiaries in order for excess cash flow, as defined in the agreements, from the lease to third parties to be available to Trinity. Future operating lease obligations of the Leasing Group’s subsidiaries as well as future contractual minimum rental revenues related to these leases due to the Leasing Group are as follows:

	Remaining six months  of 2012		2013		2014		2015		2016		Thereafter		Total
	(in millions)
Future operating lease obligations of Trusts’ railcars	$	22.7	$	45.6	$	44.8	$	43.1	$	40.1	$	341.3	$	537.6
Future contractual minimum rental revenues of Trusts’ railcars	$	30.3	$	47.2	$	32.0	$	23.9	$	16.2	$	27.1	$	176.7

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

	Remaining six months  of 2012		2013		2014		2015		2016		Thereafter		Total
	(in millions)
Future operating lease obligations	$	4.5	$	8.9	$	8.8	$	8.8	$	8.6	$	38.0	$	77.6
Future contractual minimum rental revenues	$	5.3	$	10.2	$	9.3	$	6.0	$	5.0	$	7.6	$	43.4

Operating lease obligations totaling $28.2 million are guaranteed by Trinity Industries, Inc. and certain subsidiaries. See Note 5 of the December 31, 2011 Consolidated Financial Statements filed on Form 10-K for a detailed explanation of these financing transactions.

14

Note 6. Investment in TRIP Holdings

In 2007, the Company and other third-party equity investors formed TRIP Holdings for the purpose of providing railcar leasing and management services in North America. TRIP Holdings, through its wholly-owned subsidiary, TRIP Rail Leasing LLC (“TRIP Leasing”), purchased railcars from the Company’s Rail and Leasing Groups funded by capital contributions from TRIP Holdings’ equity investors and borrowings under the TRIP Warehouse Loan. As of June 30, 2012, TRIP Holdings’ subsidiaries had purchased $1,325.2 million of railcars from the Company. Railcars purchased from the Company by TRIP Holdings’ subsidiaries were required to be purchased at prices comparable with the prices of all similar, new railcars sold contemporaneously by the Company and at prices based on third-party appraised values for used railcars.

In July 2011, as a result of refinancing TRIP Holdings’ previous credit facility, TRIP Holdings and its newly-formed subsidiary, TRIP Master Funding, issued $1,032.0 million in new debt. The debt was used by TRIP Master Funding to purchase all of the railcar equipment owned by TRIP Leasing which, in turn, repaid all outstanding borrowings under the then existing TRIP credit facility and settled all outstanding related interest rate hedges. See Note 11 Debt regarding TRIP Holdings and its related debt. Additionally, Trinity entered into agreements with an equity investor of TRIP Holdings potentially requiring Trinity, under certain limited circumstances, to acquire from the equity investor an additional 16.3% equity ownership in TRIP Holdings if the option is exercised to its fullest extent. Under the agreement, if exercised, Trinity would be required to pay the equity investor an amount equal to 90% of the equity investor’s net investment in TRIP Holdings. Similarly, at its option, Trinity, under certain limited circumstances, may acquire all of the equity investor’s equity ownership in TRIP Holdings at an amount equal to 100% of the equity investor’s net investment in TRIP Holdings. The agreements expire in July 2014. See Note 3 Fair Value Accounting.

At June 30, 2012, the Company owned 57% of TRIP Holdings with the remainder owned by three other third-party equity investors. The Company receives distributions from TRIP Holdings as an equity investor, when allowed, in proportion to its 57% equity interest, and has an interest in the net assets of TRIP Holdings upon a liquidation event in the same proportion. The terms of the Company’s equity investment are identical to the terms of each of the other equity investors. Other than as described above, Trinity had no remaining equity commitment to TRIP Holdings as of June 30, 2012 and had no obligation to guarantee performance under any TRIP-related debt agreements, guarantee any railcar residual values, shield any parties from losses, or guarantee minimum yields.

The Company’s carrying value of its investment in TRIP Holdings is as follows:

	June 30, 2012			December 31, 2011
	(in millions)
Capital contributions	$	47.3		$	47.3
Equity purchased from investors		44.8			44.8
		92.1			92.1
Equity in earnings		10.8			12.0
Equity in unrealized losses on derivative financial instruments		(0.4	)		(1.3	)
Distributions		(7.0	)		(7.0	)
Deferred broker fees		(0.5	)		(0.6	)
	$	95.0		$	95.2

Administrative fees paid to TILC by TRIP Holdings and subsidiaries for the three and six month periods ended June 30, 2012 were $1.2 million and $2.5 million, respectively, and $1.0 million and $1.9 million, respectively, for the same periods last year.

See Note 6 of the December 31, 2011 Consolidated Financial Statements filed on Form 10-K for additional information.

Note 7. Derivative Instruments

We use derivative instruments to mitigate the impact of changes in interest rates and pricing for zinc, natural gas, and diesel fuel prices, as well as to convert a portion of our variable-rate debt to fixed-rate debt. Additionally, we use derivative instruments to mitigate the impact of unfavorable fluctuations in foreign currency exchange rates. We also use derivatives to lock in fixed interest rates in anticipation of future debt issuances. Derivative instruments that are designated and qualify as cash flow hedges are accounted for in accordance with applicable accounting standards. See Note 3 Fair Value Accounting for discussion of how the Company valued its commodity hedges and interest rate swaps at June 30, 2012.

15

Interest rate hedges

						Included in accompanying balance sheet at June 30, 2012
	Notional Amount		Interest Rate(1)			Liability		AOCL – loss/ (income)			Noncontrolling Interest
	(in millions, except %)
Interest rate locks:
2005-2006	$	200.0		4.87	%	$	—	$	(2.1	)	$	—
2006-2007	$	370.0		5.34	%	$	—	$	8.9		$	—
TRIP Holdings	$	788.5		3.60	%	$	—	$	21.7		$	16.3
Interest rate swaps:
TRIP Master Funding secured railcar equipment notes	$	83.8		2.62	%	$	5.4	$	3.0		$	2.3
2008 debt issuance	$	459.5		4.13	%	$	44.3	$	42.9		$	—

⁽¹⁾  Weighted average fixed interest rate

	Effect on interest expense – increase/(decrease)
	Three Months Ended June 30,						Six Months Ended June 30,						Expected effect during next twelve months(1)
	2012			2011			2012			2011
	(in millions)
Interest rate locks:
2005-2006	$	(0.1	)	$	(0.1	)	$	(0.2	)	$	(0.2	)	$	(0.3	)
2006-2007	$	0.8		$	0.9		$	1.7		$	1.8		$	3.3
TRIP Holdings	$	1.5		$	—		$	3.0		$	—		$	5.9
Interest rate swaps:
TRIP warehouse	$	—		$	6.8		$	—		$	14.1		$	—
TRIP Master Funding secured railcar equipment notes	$	0.5		$	—		$	1.0		$	—		$	1.7
2008 debt issuance	$	4.2		$	5.2		$	8.4		$	9.7		$	16.9

⁽¹⁾  Based on fair value as of June 30, 2012

During 2005 and 2006, we entered into interest rate swap transactions in anticipation of a future debt issuance. These instruments, with a notional amount of $200 million, fixed the interest rate on a portion of a future debt issuance associated with a railcar leasing transaction in 2006 and settled at maturity in the first quarter of 2006. These interest rate swaps were being accounted for as cash flow hedges with changes in the fair value of the instruments of $4.5 million in income recorded in accumulated other comprehensive loss (“AOCL”) through the date the related debt issuance closed in May 2006. The balance is being amortized over the term of the related debt. The effect on interest expense is due to amortization of the AOCL balance.

In anticipation of a future debt issuance, we entered into interest rate swap transactions during the fourth quarter of 2006 and during 2007. These instruments, with a notional amount of $370 million, hedged the interest rate on a portion of a future debt issuance associated with an anticipated railcar leasing transaction, which closed in May 2008. These instruments settled during the second quarter of 2008, and were accounted for as cash flow hedges with changes in the fair value of the instruments of $24.5 million recorded as a loss in AOCL through the date the related debt issuance closed in May 2008. The balance is being amortized over the term of the related debt. The effect on interest expense is due to amortization of the AOCL balance.

In May 2008, we entered into an interest rate swap transaction that is being used to fix the Libor component of the debt issuance which closed in May 2008. The effect on interest expense results primarily from monthly interest settlements.

Between 2007 and 2009, TRIP Holdings, as required by the TRIP Warehouse Loan, entered into interest rate swap transactions, all of which qualified as cash flow hedges, to reduce the effect of changes in variable interest rates. In July 2011, these interest rate hedges were terminated in connection with the refinancing of the TRIP Warehouse Loan. Balances included in AOCL at the date the hedges were terminated are being amortized over the expected life of the new debt with $5.9 million of additional interest expense expected to be recognized during the twelve months following June 30, 2012. Also in July 2011, TRIP Holdings’ wholly-owned subsidiary, TRIP Master Funding, entered into an interest rate swap transaction with a notional amount of $94.1 million to reduce the effect of changes in variable interest rates associated with the Class A-1b notes of the TRIP Master Funding secured railcar equipment notes.

See Note 11 Debt regarding the related debt instruments.

16

Other Derivatives

	Effect on operating income – increase/(decrease)
	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(in millions)
Fuel hedges(1)
Effect of mark to market valuation	$	(0.1	)	$	(0.3	)	$	0.0		$	0.2
Settlements		(0.1	)		0.1			0.0			0.1
	$	(0.2	)	$	(0.2	)	$	0.0		$	0.3
Foreign exchange hedges(2)	$	0.0		$	—		$	(0.4	)	$	(0.6	)

⁽¹⁾  Included in cost of revenues in the accompanying consolidated statement of operations

⁽²⁾  Included in other, net in the accompanying consolidated statement of operations

Natural gas and diesel fuel

We maintain a program to mitigate the impact of fluctuations in the price of natural gas and diesel fuel purchases. The intent of the program is to protect our operating profit from adverse price changes by entering into derivative instruments. For those instruments that do not qualify for hedge accounting treatment, any changes in their valuation are recorded directly to the consolidated statement of operations. The amount recorded in the consolidated balance sheet as of June 30, 2012 for these instruments was not significant.

Foreign exchange hedge

We enter into foreign exchange hedges to mitigate the impact on operating profit of unfavorable fluctuations in foreign currency exchange rates. These instruments are short term with quarterly maturities and no remaining balance in AOCL as of June 30, 2012.

Note 8. Property, Plant, and Equipment

The following table summarizes the components of property, plant, and equipment as of June 30, 2012 and December 31, 2011.

	June 30,			December 31,
	2012			2011
				(as reported)
	(in millions)
Manufacturing/Corporate:
Land	$	41.5		$	41.6
Buildings and improvements		434.5			429.7
Machinery and other		753.7			758.7
Construction in progress		23.1			12.8
		1,252.8			1,242.8
Less accumulated depreciation		(749.1	)		(732.8	)
		503.7			510.0
Leasing:
Wholly-owned subsidiaries:
Machinery and other		9.5			9.6
Equipment on lease		3,561.1			3,429.3
		3,570.6			3,438.9
Less accumulated depreciation		(422.6	)		(372.9	)
		3,148.0			3,066.0
TRIP Holdings:
Equipment on lease		1,271.3			1,257.7
Less accumulated depreciation		(137.3	)		(122.7	)
		1,134.0			1,135.0
Net deferred profit on railcars sold to the Leasing Group
Sold to wholly-owned subsidiaries		(349.7	)		(344.5	)
Sold to TRIP Holdings		(184.8	)		(187.0	)
	$	4,251.2		$	4,179.5

17

Note 9. Goodwill

Goodwill by segment is as follows:

	June 30, 2012		December 31, 2011
			(as reported)
	(in millions)
Rail Group	$	122.5	$	122.5
Construction Products Group		91.4		90.7
Energy Equipment Group		10.9		10.9
Railcar Leasing and Management Services Group		1.8		1.8
	$	226.6	$	225.9

The net increase in the Construction Products Group goodwill as of June 30, 2012 is due to a 2012 acquisition offset partially by a divestiture.

Note 10. Warranties

The changes in the accruals for warranties for the three and six month periods ended June 30, 2012 and 2011 are as follows:

	Three Months Ended June  30,						Six Months Ended June  30,
	2012			2011			2012			2011
	(in millions)
Beginning balance	$	14.5		$	12.7		$	13.5		$	13.2
Warranty costs incurred		(1.5	)		(1.4	)		(3.9	)		(2.7	)
Warranty originations and revisions		1.4			0.9			5.2			2.5
Warranty expirations		(0.6	)		(0.2	)		(1.0	)		(1.0	)
Ending balance	$	13.8		$	12.0		$	13.8		$	12.0

Note 11. Debt

The following table summarizes the components of debt as of June 30, 2012 and December 31, 2011:

	June 30,			December 31,
	2012			2011
				(as reported)
	(in millions)
Manufacturing/Corporate – Recourse:
Revolving credit facility	$	—		$	—
Convertible subordinated notes		450.0			450.0
Less: unamortized discount		(93.8	)		(99.8	)
		356.2			350.2
Other		5.7			4.2
		361.9			354.4
Leasing – Recourse:
Capital lease obligations		47.2			48.6
Term loan		52.4			54.7
		99.6			103.3
Total recourse debt		461.5			457.7
Leasing – Non-recourse:
2006 secured railcar equipment notes		262.6			269.3
Promissory notes		452.6			465.5
2009 secured railcar equipment notes		213.9			218.4
2010 secured railcar equipment notes		348.2			354.3
TILC warehouse facility		291.4			308.5
TRIP Holdings senior secured notes:
Total outstanding		170.0			170.0
Less: owned by Trinity		(108.8	)		(108.8	)
		61.2			61.2
TRIP Master Funding secured railcar equipment notes		819.1			840.0
Total non–recourse debt		2,449.0			2,517.2
Total debt	$	2,910.5		$	2,974.9

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We have a $425.0 million unsecured revolving credit facility that matures on October 20, 2016. As of June 30, 2012, we had letters of credit issued under our revolving credit facility in an aggregate principal amount of $70.9 million, leaving $354.1 million available for borrowing. Other than these letters of credit, there were no borrowings under our revolving credit facility as of June 30, 2012, or for the six month period then ended. Of the outstanding letters of credit as of June 30, 2012, a total of $0.7 million is expected to expire in 2012 and the remainder in 2013. The majority of our letters of credit obligations supports the Company’s various insurance programs and generally renews each year. Trinity’s revolving credit facility requires the maintenance of ratios related to minimum interest coverage for the leasing and manufacturing operations and maximum leverage. Borrowings under the credit facility bear interest at Libor plus 150.0 basis points or prime plus 50.0 basis points. As of June 30, 2012, we were in compliance with all such financial covenants.

The Company’s 3 7/8% convertible subordinated notes are recorded net of unamortized discount to reflect their underlying economics by capturing the value of the conversion option as borrowing costs. As of June 30, 2012 and December 31, 2011, capital in excess of par value included $92.8 million related to the estimated value of the Convertible Subordinated Notes’ conversion options, in accordance with ASC 470-20. Debt discount recorded in the consolidated balance sheet is being amortized through June 1, 2018 to yield an effective annual interest rate of 8.42% based upon the estimated market interest rate for comparable non-convertible debt as of the issuance date of the Convertible Subordinated Notes. Total interest expense recognized on the Convertible Subordinated Notes for the three and six months ended June 30, 2012 and 2011 is as follows:

	Three Months Ended June 30,				Six Months Ended June  30,
	2012		2011		2012		2011
	(in millions)
Coupon rate interest	$	4.3	$	4.3	$	8.7	$	8.7
Amortized debt discount		3.0		2.8		6.0		5.5
	$	7.3	$	7.1	$	14.7	$	14.2

At June 30, 2012, the Convertible Subordinated Notes were convertible at a price of $51.31 per share resulting in 8,770,220 issuable shares. As of June 30, 2012, if the Convertible Subordinated Notes had been converted, no shares would have been issued since the trading price of the Company’s common stock was below the conversion price of the Convertible Subordinated Notes. The Company has not entered into any derivatives transactions associated with these notes.

The $475.0 million TILC warehouse loan facility, established to finance railcars owned by TILC, had $291.4 million outstanding and $183.6 million available as of June 30, 2012. The warehouse loan is a non-recourse obligation secured by a portfolio of railcars and operating leases, certain cash reserves, and other assets acquired and owned by the warehouse loan facility. The principal and interest of this indebtedness are paid from the cash flows of the underlying leases. Advances under the facility bear interest at a defined index rate plus a margin, for an all-in interest rate of 2.27% at June 30, 2012. The warehouse loan facility matures in February 2013. Amounts outstanding at maturity, absent renewal, will be payable in three installments in August 2013, February 2014, and August 2014.

Terms and conditions of other debt, including recourse and non-recourse provisions, are described in Note 11 of the December 31, 2011 Consolidated Financial Statements filed on Form 10-K.

19

The remaining principal payments under existing debt agreements as of June 30, 2012 are as follows:

	Remaining six months of 2012		2013		2014			2015		2016		Thereafter
	(in millions)
Recourse:
Manufacturing/Corporate	$	0.9	$	1.7	$	2.4		$	0.2	$	0.2	$	450.3
Leasing – capital lease obligations (Note 5)		1.4		2.9		3.1			3.3		3.5		33.0
Leasing – term loan (Note 5)		1.2		3.0		3.2			3.5		41.5		—
Non-recourse – leasing (Note 5):
2006 secured railcar equipment notes		6.8		15.1		16.9			18.6		21.9		183.3
Promissory notes		14.1		29.8		26.9			24.1		357.7		—
2009 secured railcar equipment notes		4.7		10.2		9.9			9.6		6.5		173.0
2010 secured railcar equipment notes		6.6		14.6		14.0			15.3		15.0		282.7
TILC warehouse facility		4.4		8.2		4.4			—		—		—
TRIP Holdings senior secured notes:
Total outstanding		—		—		170.0			—		—		—
Less: owned by Trinity		—		—		(108.8	)		—		—		—
						61.2
TRIP Master Funding secured railcar equipment notes		20.1		41.1		40.2			35.9		29.4		652.4
Facility termination payments:
TILC warehouse facility		—		91.0		183.4			—		—		—
Total principal payments	$	60.2	$	217.6	$	365.6		$	110.5	$	475.7	$	1,774.7

Note 12. Other, Net

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

	Three Months Ended June  30,						Six Months Ended June  30,
	2012			2011			2012			2011
	(in millions)
Foreign currency exchange transactions	$	0.6		$	(0.2	)	$	(1.4	)	$	0.1
Gain on equity investments		(0.0	)		(0.0	)		(0.1	)		(0.5	)
Other		(0.6	)		(0.4	)		(1.5	)		(0.7	)
Other, net	$	(0.0	)	$	(0.6	)	$	(3.0	)	$	(1.1	)

Note 13. Income Taxes

The provision for income taxes results in effective tax rates different from the statutory rates. The following is a reconciliation between the statutory United States Federal income tax rate and the Company’s effective income tax rate:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2012			2011			2012			2011
Statutory rate		35.0	%		35.0	%		35.0	%		35.0	%
State taxes		2.0			2.6			2.0			2.5
Tax settlements		0.0			0.0			(1.2	)		0.0
Changes in tax reserves		(0.2	)		0.8			(0.1	)		1.0
Foreign tax adjustments		(0.1	)		(0.6	)		(0.1	)		(0.6	)
Other, net		0.4			2.1			(0.3	)		1.5
Effective rate		37.1	%		39.9	%		35.3	%		39.4	%

During the six months ended June 30, 2012, we settled our audit with the Internal Revenue Service (“IRS”) for the 2004-2005 tax years. As a result of closing this audit, we recognized a $3.5 million tax benefit in the first quarter, primarily related to favorable claims filed and approved by the IRS in the final audit settlement.

The IRS field work for our 2006-2008 audit cycle has concluded and all issues, except for transfer pricing, have been agreed to and tentatively settled. The transfer pricing issue has been appealed and we are seeking Competent Authority review with Mexico to avoid double-taxation of income in the U.S. and in Mexico. As we do not control the timing of

20

when our issues will be reviewed by Competent Authority, we cannot determine when the 2006-2008 cycle will close and all issues formally settled and thus when the statute of limitations for years after 2005 will close.

We have various subsidiaries in Mexico that file separate tax returns and thus are subject to examination by taxing authorities at different times. The 2003 tax year of one of our Mexican subsidiaries is still under review and its statute of limitations remains open through June 2014. Another Mexican subsidiary’s statute of limitations for the 2005 tax year remains open through July 2013. The remaining entities are open for their 2006 tax years and forward.

Our two Swiss subsidiaries, one of which is a holding company and the other which is dormant, have been audited by the taxing authorities through 2008 and 2009. The statute of limitations in Switzerland is generally five years from the end of the tax year, but can be extended up to 15 years in certain cases if the audit has commenced during the original five year period.

We also currently have sales offices in Europe and Canada that are subject to various statutes of limitations.

Generally, states’ statutes of limitations in the United States are open from 2003 forward due to the use of tax loss carryforwards in certain jurisdictions.

The change in unrecognized tax benefits for the six months ended June 30, 2012 and 2011 was as follows:

	Six Months Ended
	June 30,
	2012			2011
	(in millions)
Beginning balance	$	52.5		$	36.8
Additions for tax positions related to the current year		2.0			1.8
Additions for tax positions of prior years		—			14.5
Reductions for tax positions of prior years		(1.1	)		—
Settlements		(3.3	)		(0.7	)
Expiration of statute of limitations		(0.1	)		(0.1	)
Ending balance	$	50.0		$	52.3

Additions for tax positions related to the current year in the amounts of $2.0 million and $1.8 million recorded in the six months ended June 30, 2012 and 2011, respectively, were amounts provided for tax positions that will be taken for Federal and state income tax purposes when we file those tax returns.

Additions for tax positions of prior years for the six months ended June 30, 2011 of $14.5 million are primarily due to Federal tax positions taken on prior year returns that were proposed by the IRS but had not been previously reserved. Since these items are primarily timing differences, we will be allowed a future tax deduction. During 2011, we recorded a corresponding deferred tax asset for the future tax reduction related to these adjustments.

The reduction in tax positions of prior years of $1.1 million for the six months ended June 30, 2012, was primarily related to new guidance issued by the IRS regarding the capitalization of fixed assets that was issued in March 2012 as well as state taxes.

Settlements during the six months ended June 30, 2012, primarily related to the settlement of our 2004-2005 IRS audit as well as the related impact on state tax returns. Settlements during the six months ended June 30, 2011, related to an audit of a separate tax return of a subsidiary.

The total amount of unrecognized tax benefits including interest and penalties at June 30, 2012 and 2011, that would affect the Company’s effective tax rate if recognized was $17.5 million and $20.2 million, respectively. There is a reasonable possibility that unrecognized Federal and state tax benefits will decrease by June 30, 2013 due to a lapse in the statute of limitations for assessing tax. Amounts subject to a lapse in statute by June 30, 2013 total $2.5 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 June 30, 2012 and December 31, 2011 was $12.5 million and $13.3 million, respectively. Income tax expense for the three and six months ended June 30, 2012, included an increase in income tax expense of $0.1 million and a decrease of $0.8 million, respectively, in interest expense and penalties related to uncertain tax positions. Income tax expense for the three and six months ended June 30, 2011, included an increase in income tax expense of $0.9 million and $1.8 million, respectively, in interest expense and penalties related to uncertain tax positions.

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Note 14. Employee Retirement Plans

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

	Three Months Ended June  30,						Six Months Ended June  30,
	2012			2011			2012			2011
	(in millions)
Service cost	$	0.2		$	0.2		$	0.4		$	0.5
Interest		4.9			4.9			9.7			9.8
Expected return on plan assets		(5.8	)		(5.7	)		(11.4	)		(11.4	)
Actuarial loss		0.9			0.5			1.8			1.0
Defined benefit expense		0.2			(0.1	)		0.5			(0.1	)
Profit sharing		3.2			2.2			5.8			4.5
Net expense	$	3.4		$	2.1		$	6.3		$	4.4

Trinity contributed $4.1 million and $10.2 million to the Company’s defined benefit pension plans for the three and six month periods ended June 30, 2012, respectively. Trinity contributed $3.2 million and $8.8 million to the Company’s defined benefit pension plans for the three and six month periods ended June 30, 2011, respectively. Total contributions to the Company’s defined benefit pension plans in 2012 are expected to be approximately $17.3 million.

Note 15. Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss for the six months ended June 30, 2012 are as follows:

	Currency translation adjustments			Unrealized loss on derivative financial instruments			Funded status of pension liability			Accumulated Other Comprehensive Loss
	(in millions)
Balance at December 31, 2011	$	(17.1	)	$	(46.2	)	$	(70.7	)	$	(134.0	)
Other comprehensive income		0.6			3.9			1.1			5.6
Balance at June 30, 2012, net of tax expense (benefit) of $0.2, $(32.2), $(41.0) and $(73.0)	$	(16.5	)	$	(42.3	)	$	(69.6	)	$	(128.4	)

See Note 7 Derivative Instruments for information on the reclassification of amounts in accumulated other comprehensive loss into earnings.

Note 16. Stock-Based Compensation

Stock-based compensation totaled approximately $5.6 million and $12.5 million for the three and six months ended June 30, 2012, respectively. Stock-based compensation totaled approximately $4.1 million and $9.4 million for the three and six months ended June 30, 2011, respectively.

Note 17. Earnings Per Common Share

Basic net income attributable to Trinity Industries, Inc. per common share is computed by dividing net income attributable to Trinity remaining after allocation to unvested restricted shares by the weighted average number of basic common shares outstanding for the period. Except when the effect would be antidilutive, the calculation of diluted net income attributable to Trinity per common share includes the net impact of unvested restricted shares and shares that could be issued under outstanding stock options. Total weighted average restricted shares and antidilutive stock options were 3.3 million shares and 3.2 million shares for the three and six month periods ended June 30, 2012, respectively. Total weighted average restricted shares and antidilutive stock options were 3.0 million shares for the three and six month periods ended June 30, 2011.

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The computation of basic and diluted net income attributable to Trinity Industries, Inc. is as follows:

	Three Months Ended June 30, 2012							Three Months Ended June 30, 2011
	(in millions, except per share amounts)
	Income (Loss)			Average Shares		EPS		Income (Loss)			Average Shares		EPS
Net income attributable to Trinity Industries, Inc.	$	67.8						$	30.0
Unvested restricted share participation		(2.3	)						(1.0	)
Net income attributable to Trinity Industries, Inc. – basic		65.5			77.7	$	0.84		29.0			77.4	$	0.37
Effect of dilutive securities:
Stock options		—			0.2				—			0.3
Net income attributable to Trinity Industries, Inc. – diluted	$	65.5			77.9	$	0.84	$	29.0			77.7	$	0.37

	Six Months Ended June 30, 2012							Six Months Ended June 30, 2011
	(in millions, except per share amounts)
	Income (Loss)			Average Shares		EPS		Income (Loss)			Average Shares		EPS
Net income attributable to Trinity Industries, Inc.	$	120.7						$	54.2
Unvested restricted share participation		(4.0	)						(1.9	)
Net income attributable to Trinity Industries, Inc. – basic		116.7			77.7	$	1.50		52.3			77.2	$	0.68
Effect of dilutive securities:
Stock options		—			0.2				—			0.3
Net income attributable to Trinity Industries, Inc. – diluted	$	116.7			77.9	$	1.50	$	52.3			77.5	$	0.67

Note 18. Contingencies

Railworthiness Directive

As previously reported, in 2011 the Company received the approval of the Federal Railroad Administration (“FRA”) to implement a voluntary recertification of 948 tank cars owned or managed by the Company’s wholly-owned, railcar leasing subsidiary and used in transporting poison inhalation hazard (“PIH”) materials. The recertification process is underway and being performed in conjunction with the normal three to five year, federally mandated inspection cycle for tank cars in PIH service. Maintenance costs associated with this recertification process are expensed as incurred. The additional costs estimated to be incurred for compliance with the directive are not expected to be significant.

Other Matters

As previously reported, Trinity Structural Towers, Inc., a wholly-owned subsidiary of the Company, is in litigation with a structural wind tower customer for the customer’s breach of a long-term supply contract for the manufacture of towers. While the customer partially performed the contract, it ultimately defaulted on its purchase obligation and did not remedy such default following written notice. Discovery in this litigation is underway.

The Company is involved in claims and lawsuits incidental to our business arising from various matters including product warranty, personal injury, environmental issues, workplace laws, and various governmental regulations. The Company evaluates its exposure to such claims periodically and establishes accruals for these contingencies when a range of loss can be reasonably estimated. The range of loss for such matters, taking into consideration our rights in indemnity and recourse to third parties is $4.1 million to $20.6 million. Total accruals of $10.4 million, including environmental and workplace matters described below, are included in accrued liabilities in the accompanying consolidated balance sheet. The Company believes any additional liability would not be material to its financial position or results of operations.

Trinity is subject to Federal, state, local, and foreign laws and regulations relating to the environment and the workplace. The Company has reserved $7.6 million to cover our probable and estimable liabilities with respect to the investigations, assessments, and remedial responses to such matters, taking into account currently available information and our contractual rights to indemnification and recourse to third parties. However, estimates of liability arising from future proceedings, assessments, or remediation are inherently imprecise. Accordingly, there can be no assurance that we will not become involved in future litigation or other proceedings involving the environment and the workplace or, if we are found to be responsible or liable in any such litigation or proceeding, that such costs would not be material to the Company. We believe that we are currently in substantial compliance with environmental and workplace laws and regulations.

23

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. Our MD&A is presented in the following sections:

• Executive Summary

• Results of Operations

• Liquidity and Capital Resources

• Contractual Obligations and Commercial Commitments

• Recent Accounting Pronouncements

• Forward-Looking Statements

Our MD&A should be read in conjunction with the unaudited consolidated financial statements of Trinity Industries, Inc. and subsidiaries (“Trinity”, “Company”, “we”, or “our”) and related notes in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Executive Summary

The Company’s revenues for the three and six month periods ended June 30, 2012 were $1,028.4 million and $1,953.7 million, respectively, representing an increase of $320.1 million and $611.2 million, respectively, or 45% and 46%, respectively, over the same periods in 2011. Operating profit for the three and six month periods ended June 30, 2012 totaled $154.9 million and $277.3 million, respectively, compared with $95.4 million and $180.9 million, respectively, for the same periods in 2011. While all of our business segments reported increases in revenues for the six month period ended June 30, 2012 when compared to the prior year, the largest contributors to the increase were our Rail, Inland Barge, and Leasing Groups. The increase in revenues in our Rail and Inland Barge Groups was primarily due to higher shipment volumes while the increase in revenues in our Leasing Group was due to higher railcar sales from the lease fleet, higher rental revenues from lease fleet additions, and an increase in rental rates. Operating profit and margin grew for the six month period ended June 30, 2012 when compared with the prior year, primarily due to higher shipment levels in our Rail and Inland Barge Groups and from revenue growth in our Leasing Group. Our Energy Equipment and Construction Products Groups experienced declines in operating margin primarily as a result of competitive pricing pressures and, with respect to our Energy Equipment Group, additional costs related to product mix changes. Net income attributable to Trinity Industries, Inc. common stockholders for the three and six month periods ended June 30, 2012 increased $37.8 million and $66.5 million, respectively, or 126% and 123%, respectively, over the same periods in 2011.

Our Rail and Inland Barge Groups and our structural wind towers and containers businesses operate in cyclical industries. Results in our Construction Products and Energy Equipment Groups are subject to seasonal fluctuations with the first quarter historically being the weakest quarter. Railcar sales from the lease fleet are the primary driver of fluctuations in results in the Railcar Leasing and Management Services Group. Following an extended period of weak demand for new railcars through 2010, demand for new railcars recovered sharply, primarily due to an increase in the shipment of commodities, replacement of older railcars, and federal tax benefits received from taking delivery of railcars in 2011 and 2012. While moderating from the accelerated pace in the first half of 2011, demand conditions and corresponding order levels for new railcars in the first half of 2012 continued to be favorable. Orders for structural wind towers have been slow since mid-2008 when energy development companies encountered tightened credit markets, lower demand for electricity, and heightened competition arising from declining natural gas prices and imports from foreign manufacturers. The continued slowdown in the residential and commercial construction markets negatively impacted the results of our Construction Products Group as well. We continually assess our manufacturing capacity and take steps to align our production capacity with demand for our products. Due to improvements in demand, we have increased production staff at certain facilities since late 2010.

Our backlog at June 30, 2012 compared with prior period was approximately as follows:

	June 30, 2012		June 30, 2011
	(in millions)
Rail Group
External Customers	$	2,364.9	$	1,948.6
Leasing Group		794.7		296.8
	$	3,159.6	$	2,245.4
Inland Barge	$	541.5	$	494.2
Structural wind towers	$	817.4	$	916.5

24

For the six months ended June 30, 2012, our rail manufacturing businesses received orders for approximately 11,865 railcars. The orders in our backlog from the Leasing Group are supported by lease commitments with external customers. The final amount dedicated to the Leasing Group may vary by the time of delivery. For multi-year barge agreements, deliveries scheduled for 2012 are included in the backlog at this time; deliveries beyond 2012 are not included in the backlog if specific production quantities for future years have not been determined. Approximately $412.5 million of the structural wind towers backlog is subject to litigation with a structural wind tower customer for the customer’s breach of a long-term supply contract for the manufacture of towers.

Results of Operations

Overall Summary

Revenues

	Three Months Ended June 30, 2012								Three Months Ended June 30, 2011
	Revenues								Revenues								Percent
	External		Intersegment			Total			External		Intersegment			Total			Change
						($ in millions)
Rail Group	$	380.2	$	136.7		$	516.9		$	197.3	$	83.4		$	280.7			84.1	%
Construction Products Group		151.6		5.2			156.8			148.0		1.3			149.3			5.0
Inland Barge Group		173.9		—			173.9			117.8		—			117.8			47.6
Energy Equipment Group		126.6		4.1			130.7			115.1		2.4			117.5			11.2
Railcar Leasing and Management Services Group		192.3		1.9			194.2			128.2		—			128.2			51.5
All Other		3.8		17.0			20.8			1.9		12.4			14.3			45.5
Eliminations – Lease subsidiary		—		(132.3	)		(132.3	)		—		(79.5	)		(79.5	)
Eliminations – Other		—		(32.6	)		(32.6	)		—		(20.0	)		(20.0	)
Consolidated Total	$	1,028.4	$	—		$	1,028.4		$	708.3	$	—		$	708.3			45.2

	Six Months Ended June 30, 2012								Six Months Ended June 30, 2011
	Revenues								Revenues								Percent
	External		Intersegment			Total			External		Intersegment			Total			Change
						($ in millions)
Rail Group	$	721.4	$	262.6		$	984.0		$	328.3	$	172.2		$	500.5			96.6	%
Construction Products Group		301.2		10.6			311.8			278.1		4.8			282.9			10.2
Inland Barge Group		343.3		—			343.3			255.7		—			255.7			34.3
Energy Equipment Group		246.7		9.0			255.7			228.3		7.9			236.2			8.3
Railcar Leasing and Management Services Group		334.4		2.1			336.5			248.0		—			248.0			35.7
All Other		6.7		29.8			36.5			4.1		23.3			27.4			33.2
Eliminations – Lease subsidiary		—		(254.9	)		(254.9	)		—		(164.9	)		(164.9	)
Eliminations – Other		—		(59.2	)		(59.2	)		—		(43.3	)		(43.3	)
Consolidated Total	$	1,953.7	$	—		$	1,953.7		$	1,342.5	$	—		$	1,342.5			45.5

Operating Profit (Loss)

	Three Months Ended June  30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(in millions)
Rail Group	$	53.0		$	15.4		$	93.1		$	24.7
Construction Products Group		15.2			16.1			26.0			24.4
Inland Barge Group		36.6			19.1			66.6			40.8
Energy Equipment Group		4.0			1.2			0.2			11.7
Railcar Leasing and Management Services Group		76.4			59.7			142.9			114.4
All Other		(6.3	)		(0.2	)		(5.1	)		(0.5	)
Corporate		(9.6	)		(8.4	)		(21.2	)		(19.1	)
Eliminations – lease subsidiary		(12.2	)		(7.1	)		(23.1	)		(15.2	)
Eliminations – other		(2.2	)		(0.4	)		(2.1	)		(0.3	)
Consolidated Total	$	154.9		$	95.4		$	277.3		$	180.9

Other Income and Expense. Other income and expense is summarized in the following table:

	Three Months Ended June  30,						Six Months Ended June  30,
	2012			2011			2012			2011
	(in millions)
Interest income	$	(0.3	)	$	(0.4	)	$	(0.7	)	$	(0.7	)
Interest expense		47.9			43.8			95.8			88.3
Other, net		(0.0	)		(0.6	)		(3.0	)		(1.1	)
Consolidated Total	$	47.6		$	42.8		$	92.1		$	86.5

25

Interest expense for the six month period ended June 30, 2012, increased $7.5 million over the prior year period due to TRIP Holdings debt refinancing completed in 2011. Interest income was substantially unchanged from the same three and six month periods last year. The increase in Other, net expense for the six month period ended June 30, 2012 was primarily due to higher foreign currency translation gains over the prior year same periods.

Income Taxes. The provision for income taxes results in effective tax rates different from the statutory rates. The following is a reconciliation between the statutory United States Federal income tax rate and the Company’s effective income tax rate:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2012			2011			2012			2011
Statutory rate		35.0	%		35.0	%		35.0	%		35.0	%
State taxes		2.0			2.6			2.0			2.5
Tax settlements		0.0			0.0			(1.2	)		0.0
Changes in tax reserves		(0.2	)		0.8			(0.1	)		1.0
Foreign tax adjustments		(0.1	)		(0.6	)		(0.1	)		(0.6	)
Other, net		0.4			2.1			(0.3	)		1.5
Effective rate		37.1	%		39.9	%		35.3	%		39.4	%

During the six months ended June 30, 2012, we settled our audit with the Internal Revenue Service (“IRS”) for the 2004-2005 tax years. As a result of closing this audit, we recognized a $3.5 million tax benefit in the first quarter, primarily related to favorable claims filed and approved by the IRS in the final audit settlement.

The IRS field work for our 2006-2008 audit cycle has concluded and all issues, except for transfer pricing, have been agreed to and tentatively settled. The transfer pricing issue has been appealed and we are seeking Competent Authority review with Mexico to avoid double-taxation of income in the U.S. and in Mexico. As we do not control the timing of when our issues will be reviewed by Competent Authority, we cannot determine when the 2006-2008 cycle will close and all issues formally settled and thus when the statute of limitations for years after 2005 will close.

Rail Group

	Three Months Ended June 30,									Six Months Ended June 30,
	2012			2011			Percent			2012			2011			Percent
	($ in millions)						Change			($ in millions)						Change
Revenues:
Rail	$	473.9		$	234.8			101.8	%	$	900.3		$	412.6			118.2	%
Components		43.0			45.9			(6.3	)		83.7			87.9			(4.8	)
Total revenues	$	516.9		$	280.7			84.1		$	984.0		$	500.5			96.6
Operating profit	$	53.0		$	15.4					$	93.1		$	24.7
Operating profit margin		10.3	%		5.5	%					9.5	%		4.9	%

As of June 30, 2012 and June 30, 2011, our Rail Group backlog was as follows:

	As of June 30,
	2012		2011
	(in millions)
External Customers	$	2,364.9	$	1,948.6
Leasing Group		794.7		296.8
Total	$	3,159.6	$	2,245.4

The changes in the number of railcars in the Rail Group backlog are as follows:

	Three Months Ended June  30,						Six Months Ended June 30,
	2012			2011			2012			2011
Beginning balance		27,245			22,490			29,000			5,960
Orders received		8,610			7,865			11,865			26,635
Shipments		(5,245	)		(3,115	)		(10,255	)		(5,355	)
Ending balance		30,610			27,240			30,610			27,240

26

The backlog dedicated to the Leasing Group is supported by lease commitments with external customers. The final amount dedicated to the Leasing Group may vary by the time of delivery.

Operating profit for the Rail Group increased $37.6 million and $68.4 million for the three and six months ended June 30, 2012, respectively, compared to the same periods last year. This increase was primarily due to a significantly higher volume of railcars with higher sales prices delivered during the period.

In the three months ended June 30, 2012, railcar shipments included sales to the Leasing Group of $132.3 million compared to $79.5 million in the comparable period in 2011 with a deferred profit of $12.2 million compared to $7.1 million for the same period in 2011. In the six months ended June 30, 2012, railcar shipments included sales to the Leasing Group of $254.9 million compared to $164.9 million in the comparable period in 2011 with a deferred profit of $23.1 million compared to $15.2 million for the same period in 2011. Sales to the Leasing Group and related profits are included in the operating results of the Rail Group but are eliminated in consolidation.

Construction Products Group

	Three Months Ended June 30,									Six Months Ended June 30,
	2012			2011			Percent			2012			2011			Percent
	($ in millions)						Change			($ in millions)						Change
Revenues:
Concrete and Aggregates	$	49.6		$	46.0			7.8	%	$	91.1		$	95.6			(4.7	)%
Highway Products		96.9			97.5			(0.6	)		199.4			177.2			12.5
Other		10.3			5.8			*			21.3			10.1				*
Total revenues	$	156.8		$	149.3			5.0		$	311.8		$	282.9			10.2
Operating profit	$	15.2		$	16.1					$	26.0		$	24.4
Operating profit margin		9.7	%		10.8	%					8.3	%		8.6	%

* not meaningful

Revenues increased for the three month period ended June 30, 2012 compared to the same period in 2011 primarily due to higher aggregate volumes in our Concretes and Aggregates business and higher sales in other product lines. For the six month period ended June 30, 2012, revenues increased compared to the same period last year due to higher volumes in our Highway Products business offset by slightly lower revenues in our Concrete and Aggregates business resulting from the divestiture of our Central Texas Region ready mix concrete facilities in April 2011. Operating profit decreased slightly for the three month period ended June 30, 2012 compared to the same period in 2011 primarily as a result of lower profits from our Highway Products business due to competitive pricing pressures offset by product-mix related higher profits in our Concrete and Aggregates business. For the six month period ended June 30, 2012, operating profit increased compared to the same period last year due to higher aggregate sales and improved efficiencies in our Concrete and Aggregates business offset by lower operating profit from our Highway Products business related to competitive pricing pressures and higher operating expenses.

Inland Barge Group

	Three Months Ended June 30,									Six Months Ended June 30,
	2012			2011			Percent			2012			2011			Percent
	($ in millions)						Change			($ in millions)						Change
Revenues	$	173.9		$	117.8			47.6	%	$	343.3		$	255.7			34.3	%
Operating profit	$	36.6		$	19.1					$	66.6		$	40.8
Operating profit margin		21.0	%		16.2	%					19.4	%		16.0	%

Revenues and operating profit increased for the three and six month periods ended June 30, 2012 compared to the same periods in the prior year due to higher volumes of hopper and tank barges and a change in the mix of barge types. Hopper barge volume primarily increased, when compared to the prior year, due to the recovery from the 2011 flood at our Missouri manufacturing facility. Operating profit for the six months ended June 30, 2012 includes a $3.4 million net gain from sales of barges previously included in property, plant, and equipment which were under lease to third-party customers. Operating profit for the three months ended June 30, 2011, included additional costs of $4.4 million, net of insurance recoveries, related to floods occurring at two of our manufacturing facilities in 2010 and 2011.

As of June 30 2012, the backlog for the Inland Barge Group was approximately $541.5 million compared to approximately $494.2 million as of June 30, 2011. For multi-year barge agreements, deliveries scheduled for 2012 are included in the backlog at this time; deliveries beyond 2012 are not included in the backlog if specific production quantities for future years have not been determined.

27

Energy Equipment Group

	Three Months Ended June 30,									Six Months Ended June 30,
	2012			2011			Percent			2012			2011			Percent
	($ in millions)						Change			($ in millions)						Change
Revenues:
Structural wind towers	$	65.9		$	69.3			(4.9	)%	$	118.7		$	135.8			(12.6	)%
Other		64.8			48.2			34.4			137.0			100.4			36.5
Total revenues	$	130.7		$	117.5			11.2		$	255.7		$	236.2			8.3
Operating profit	$	4.0		$	1.2					$	0.2		$	11.7
Operating profit margin		3.1	%		1.0	%					0.1	%		5.0	%

Revenues for the three and six month periods ended June 30, 2012 increased compared to the same periods in 2011 as a result of higher demand for tank containers and other products offsetting lower structural wind tower shipments. Operating profit for the three month period ended June 30, 2012 increased compared to the same quarter last year as the manufacturing challenges which negatively impacted the 2011 results moderated. Operating profit for the six month period ended June 30, 2012 decreased when compared to the same period in 2011 due to transition issues arising from changes in product mix in the structural wind towers business as well as competitive pricing on structural wind towers, partially offset by increased operating profit in other product lines. As of June 30, 2012, the backlog for structural wind towers was approximately $817.4 million compared to approximately $916.5 million as of June 30, 2011. Approximately $412.5 million of this backlog is subject to litigation with a structural wind tower customer for the customer’s breach of a long-term supply contract for the manufacture of towers.

28

Railcar Leasing and Management Services Group

	Three Months Ended June 30,									Six Months Ended June 30,
	2012			2011			Percent			2012			2011			Percent
	($ in millions)						Change			($ in millions)						Change
Revenues:
Wholly owned subsidiaries:
Leasing and management	$	102.2		$	92.9			10.0	%	$	200.5		$	183.2			9.4	%
Railcar sales(1)		62.2			6.6			*			77.1			6.6			*
		164.4			99.5			65.2			277.6			189.8			46.3
TRIP Holdings:
Leasing and management		29.8			28.7			3.8			58.9			58.2			1.2
Railcar sales(1)		—			—			—			—			—			—
		29.8			28.7			3.8			58.9			58.2			1.2
Total revenues	$	194.2		$	128.2			51.5		$	336.5		$	248.0			35.7
Operating Profit:
Wholly owned subsidiaries:
Leasing and management	$	44.0		$	39.5					$	87.1		$	76.0
Railcar sales(1):
Railcars owned one year or less at the time of sale		13.5			3.0						16.4			3.0
Railcars owned more than one year at the time of sale		1.6			0.4						5.7			1.4
		59.1			42.9						109.2			80.4
TRIP Holdings:
Leasing and management		17.3			16.8						34.1			33.9
Railcar sales(1):
Railcars owned one year or less at the time of sale		—			—						—			—
Railcars owned more than one year at the time of sale		—			—						(0.4	)		0.1
		17.3			16.8						33.7			34.0
Total operating profit	$	76.4		$	59.7					$	142.9		$	114.4
Operating profit margin:
Leasing and management		46.4	%		46.3	%					46.7	%		45.5	%
Railcar sales(1)		*			*						*			*
Total operating profit margin		39.3			46.6						42.5			46.1
Fleet utilization:
Wholly-owned subsidiaries		99.0	%		99.3	%					99.0	%		99.3	%
TRIP Holdings		99.8	%		99.9	%					99.8	%		99.9	%
Total fleet		99.1	%		99.4	%					99.1	%		99.4	%

^*  Not meaningful

⁽¹⁾  Effective December 31, 2011, the Company adopted the emerging industry policy of recognizing revenue from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet which have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. Prior year reported balances have been reclassified to conform to this policy.

Total revenues increased for the three and six month periods ended June 30, 2012 compared to the same periods last year due to increased railcar sales from the lease fleet, as well as rental revenues related to additions to the lease fleet, and higher rental rates.

Operating profit increased for the three and six month periods ended June 30, 2012 compared to the same periods in 2011 due to profit from lease fleet sales, lease fleet additions, higher rental rates, and lower maintenance expenses.

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

Information regarding the Leasing Group’s lease fleet as of June 30, 2012 follows:

					Average remaining
	No. of cars		Average age		lease term
Wholly-owned subsidiaries		56,220		6.8		3.4
TRIP Holdings		14,470		4.8		3.0
Total fleet		70,690		6.4		3.3

29

All Other

	Three Months Ended June 30,									Six Months Ended June 30,
	2012			2011			Percent			2012			2011			Percent
	($ in millions)						Change			($ in millions)						Change
Revenues	$	20.8		$	14.3			45.5	%	$	36.5		$	27.4			33.2	%
Operating profit (loss)	$	(6.3	)	$	(0.2	)				$	(5.1	)	$	(0.5	)

The increase in revenues for the three and six month periods ended June 30, 2012 compared to the same periods last year was primarily due to an increase in sales by our transportation company. The increase in operating loss for the three and six month periods ended June 30, 2012 was primarily due to higher claim costs related to our captive insurance company, higher environmental reserves, and higher gains in 2011 from property dispositions.

Corporate

	Three Months Ended June 30,									Six Months Ended June 30,
	2012			2011			Percent			2012			2011			Percent
	($ in millions)						Change			($ in millions)						Change
Operating costs	$	(9.6	)	$	(8.4	)		14.3	%	$	(21.2	)	$	(19.1	)		11.0	%

Liquidity and Capital Resources

Cash Flows

The following table summarizes our cash flows from operating, investing, and financing activities for the six months ended June 30, 2012 and 2011:

	Six Months Ended June 30,
	2012			2011
	(in millions)
Total cash provided by (required by)
Operating activities	$	198.5		$	8.8
Investing activities		(154.7	)		(58.3	)
Financing activities		(100.8	)		(47.4	)
Net decrease in cash and cash equivalents	$	(57.0	)	$	(96.9	)

Operating Activities. Net cash provided by operating activities for the six months ended June 30, 2012 was $198.5 million compared to net cash provided by operating activities of $8.8 million for the six months ended June 30, 2011. Cash flow provided by operating activities increased due to higher operating profits in 2012, a decrease in receivables during the first half of 2012 compared with an increase in receivables during the first half of 2011, and lower increases in inventories in 2012 compared with 2011.

Receivables at June 30, 2012 decreased by $49.4 million or 13% since December 31, 2011, primarily due to lower receivables from the Energy Equipment Group. Raw materials inventory at June 30, 2012 increased by $60.6 million or 19% since December 31, 2011 primarily attributable to higher levels in our Rail Group required to meet production demands. Finished goods inventory at June 30, 2012 increased by $22.0 million or 22% since December 31, 2011 primarily attributable to higher levels of production in our Rail Group and Construction Products Group arising from seasonally higher shipping volumes in our Highway Products business since the previous year end. Accounts payable increased by $27.2 million or 13% since December 31, 2011 primarily due to higher production levels in the business groups mentioned. Accrued liabilities decreased by $29.4 million or 7% from December 31, 2011 due to the normal settlement of certain year end liabilities. We continually review reserves related to bad debt as well as the adequacy of lower of cost or market valuations related to accounts receivable and inventory.

Investing Activities. Net cash required by investing activities for the six months ended June 30, 2012 was $154.7 million compared to $58.3 million for the six months ended June 30, 2011. Capital expenditures for the six months ended June 30, 2012 were $209.3 million, of which $172.5 million were for additions to the lease fleet. This compares to $176.5 million of capital expenditures for the same period last year, of which $151.9 million were for additions to the lease fleet. Capital expenditures for 2012 are projected to be approximately $390.0 to $440.0 million, including $260.0 to $290.0 million in net lease fleet additions. Proceeds from the sale of property, plant, and equipment and other assets totaled $54.6 million for the six months ended June 30, 2012 composed primarily of railcar sales from the lease fleet owned more than one year at the time of sale totaling $34.1 million. This compares to $17.5 million for the same period in 2011 composed primarily of railcar sales from the lease fleet owned more than one year at the time of sale totaling $12.2 million. Investments in short-term marketable securities decreased by $116.0 million during the six months ended June 30, 2011.

Financing Activities. Net cash required by financing activities during the six months ended June 30, 2012 was $100.8 million compared to $47.4 million of cash required by financing activities for the same period in 2011. During the six

30

months ended June 30, 2012 and 2011, we retired $86.7 million and $79.1 million, respectively, in debt. We borrowed $16.2 million and $52.7 million during the six months ended June 30, 2012 and 2011, respectively, primarily from our TILC warehouse loan facility. Additionally, we repurchased shares of the Company’s stock under a share repurchase program as described further below. We intend to use our cash and committed credit facilities to fund the operations, expansions, and growth initiatives of the Company.

Other Financing Activities

At June 30, 2012 and for the six month period then ended, there were no borrowings under our $425.0 million revolving credit facility that matures on October 20, 2016. Interest on the revolving credit facility is calculated at Libor plus 150.0 basis points or prime plus 50.0 basis points. After subtracting $70.9 million for letters of credit outstanding, $354.1 million was available under the revolving credit facility as of June 30, 2012.

The $475.0 million TILC warehouse loan facility, established to finance railcars owned by TILC, had $291.4 million outstanding and $183.6 million available as of June 30, 2012. The warehouse loan is a non-recourse obligation secured by a portfolio of railcars and operating leases, certain cash reserves, and other assets acquired and owned by the warehouse loan facility. The principal and interest of this indebtedness are paid from the cash flows of the underlying leases. Advances under the facility bear interest at a defined index rate plus a margin, for an all-in interest rate of 2.27% at June 30, 2012. The warehouse loan facility matures in February 2013. Amounts outstanding at maturity, absent renewal, will be payable in three installments in August 2013, February 2014, and August 2014.

In December 2010, the Company’s Board of Directors authorized a $200 million share repurchase program, effective January 1, 2011, which expires on December 31, 2012. During the three and six months ended June 30, 2012, the Company repurchased 1,692,229 shares under this program at a cost of approximately $41.2 million. Certain shares of stock repurchased during June 2012, totaling $6.0 million, were cash settled in July 2012 in accordance with normal settlement practices. No shares were repurchased under this program during the three and six months ended June 30, 2011.

Following an extended period of weak demand for new railcars through 2010, demand for new railcars recovered sharply, primarily due to an increase in the shipment of commodities, replacement of older railcars, and federal tax benefits received from taking delivery of railcars in 2011 and 2012. While moderating from the accelerated pace in the first half of 2011, demand conditions and corresponding order levels for new railcars in the first half of 2012 continued to be favorable. Orders for structural wind towers have been slow since mid-2008 when energy development companies encountered tightened credit markets, lower demand for electricity, and heightened competition arising from declining natural gas prices and imports from foreign manufacturers. The continued slowdown in the residential and commercial construction markets negatively impacted the results of our Construction Products Group as well. We continually assess our manufacturing capacity and take steps to align our production capacity with demand for our products. Due to improvements in demand, we have increased production staff at certain facilities since late 2010.

Equity Investment

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

Future Operating Requirements

We expect to finance future operating requirements with cash on hand, cash flows from operations, and depending on market conditions, short-term and long-term debt, and equity. Debt instruments that the Company has utilized include its revolving credit facility, the TILC warehouse facility, senior notes, convertible subordinated notes, asset-backed securities, and sale-leaseback transactions. The Company has also issued equity at various times. As of June 30, 2012, the Company had unrestricted cash balances of $294.1 million, $354.1 million available under its revolving credit facility, and $183.6 million available under its TILC warehouse facility. The Company believes it has access to adequate capital resources to fund operating requirements and is an active participant in the credit markets.

Off Balance Sheet Arrangements

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

Derivative Instruments

We use derivative instruments to mitigate the impact of changes in interest rates and pricing for zinc, natural gas, and diesel fuel prices, as well as to convert a portion of our variable-rate debt to fixed-rate debt. Additionally, we use derivative instruments to mitigate the impact of unfavorable fluctuations in foreign currency exchange rates. We also use derivatives to lock in fixed interest rates in anticipation of future debt issuances. Derivative instruments that are designated and qualify as cash flow hedges are accounted for in accordance with applicable accounting standards. See Note 3 of the Consolidated

31

Financial Statements for discussion of how the Company valued its commodity hedges and interest rate swaps at June 30, 2012.

Interest rate hedges

						Included in accompanying balance sheet at June 30, 2012
	Notional Amount		Interest Rate(1)			Liability		AOCL – loss/ (income)			Noncontrolling Interest
	(in millions, except %)
Interest rate locks:
2005-2006	$	200.0		4.87	%	$	—	$	(2.1	)	$	—
2006-2007	$	370.0		5.34	%	$	—	$	8.9		$	—
TRIP Holdings	$	788.5		3.60	%	$	—	$	21.7		$	16.3
Interest rate swaps:
TRIP Master Funding secured railcar equipment notes	$	83.8		2.62	%	$	5.4	$	3.0		$	2.3
2008 debt issuance	$	459.5		4.13	%	$	44.3	$	42.9		$	—

⁽¹⁾  Weighted average fixed interest rate

	Effect on interest expense – increase/(decrease)
	Three Months Ended June 30,						Six Months Ended June 30,						Expected effect during next twelve months(1)
	2012			2011			2012			2011
	(in millions)
Interest rate locks:
2005-2006	$	(0.1	)	$	(0.1	)	$	(0.2	)	$	(0.2	)	$	(0.3	)
2006-2007	$	0.8		$	0.9		$	1.7		$	1.8		$	3.3
TRIP Holdings	$	1.5		$	—		$	3.0		$	—		$	5.9
Interest rate swaps:
TRIP warehouse	$	—		$	6.8		$	—		$	14.1		$	—
TRIP Master Funding secured railcar equipment notes	$	0.5		$	—		$	1.0		$	—		$	1.7
2008 debt issuance	$	4.2		$	5.2		$	8.4		$	9.7		$	16.9

⁽¹⁾  Based on fair value as of June 30, 2012

During 2005 and 2006, we entered into interest rate swap transactions in anticipation of a future debt issuance. These instruments, with a notional amount of $200 million, fixed the interest rate on a portion of a future debt issuance associated with a railcar leasing transaction in 2006 and settled at maturity in the first quarter of 2006. These interest rate swaps were being accounted for as cash flow hedges with changes in the fair value of the instruments of $4.5 million in income recorded in accumulated other comprehensive loss (“AOCL”) through the date the related debt issuance closed in May 2006. The balance is being amortized over the term of the related debt. The effect on interest expense is due to amortization of the AOCL balance.

In anticipation of a future debt issuance, we entered into interest rate swap transactions during the fourth quarter of 2006 and during 2007. These instruments, with a notional amount of $370 million, hedged the interest rate on a portion of a future debt issuance associated with an anticipated railcar leasing transaction, which closed in May 2008. These instruments settled during the second quarter of 2008, and were accounted for as cash flow hedges with changes in the fair value of the instruments of $24.5 million recorded as a loss in AOCL through the date the related debt issuance closed in May 2008. The balance is being amortized over the term of the related debt. The effect on interest expense is due to amortization of the AOCL balance.

In May 2008, we entered into an interest rate swap transaction that is being used to fix the Libor component of the debt issuance which closed in May 2008. The effect on interest expense results primarily from monthly interest settlements.

Between 2007 and 2009, TRIP Holdings, as required by the TRIP Warehouse Loan, entered into interest rate swap transactions, all of which qualified as cash flow hedges, to reduce the effect of changes in variable interest rates. In July 2011, these interest rate hedges were terminated in connection with the refinancing of the TRIP Warehouse Loan. Balances included in AOCL at the date the hedges were terminated are being amortized over the expected life of the new debt with $5.9 million of additional interest expense expected to be recognized during the twelve months following June 30, 2012. Also in July 2011, TRIP Holdings’ wholly-owned subsidiary, TRIP Master Funding, entered into an interest rate swap

32

transaction with a notional amount of $94.1 million to reduce the effect of changes in variable interest rates associated with the Class A-1b notes of the TRIP Master Funding secured railcar equipment notes.

See Note 11 of the Consolidated Financial Statements regarding the related debt instruments.

Other Derivatives

	Effect on operating income – increase/(decrease)
	Three Months Ended June 30,						Six Months Ended June  30,
	2012			2011			2012			2011
	(in millions)
Fuel hedges(1)
Effect of mark to market valuation	$	(0.1	)	$	(0.3	)	$	0.0		$	0.2
Settlements		(0.1	)		0.1			0.0			0.1
	$	(0.2	)	$	(0.2	)	$	0.0		$	0.3
Foreign exchange hedges(2)	$	0.0		$	—		$	(0.4	)	$	(0.6	)

⁽¹⁾  Included in cost of revenues in the accompanying consolidated statement of operations

⁽²⁾  Included in other, net in the accompanying consolidated statement of operations

Natural gas and diesel fuel

We maintain a program to mitigate the impact of fluctuations in the price of natural gas and diesel fuel purchases. The intent of the program is to protect our operating profit from adverse price changes by entering into derivative instruments. For those instruments that do not qualify for hedge accounting treatment, any changes in their valuation are recorded directly to the consolidated statement of operations. The amount recorded in the consolidated balance sheet as of June 30, 2012 for these instruments was not significant.

Foreign exchange hedge

We enter into foreign exchange hedges to mitigate the impact on operating profit of unfavorable fluctuations in foreign currency exchange rates. These instruments are short term with quarterly maturities and no remaining balance in AOCL as of June 30, 2012.

Contractual Obligation and Commercial Commitments

As of June 30, 2012, contractual obligations related to letters of credit decreased slightly to $71.8 million from $74.1 million as of December 31, 2011. Refer to Note 11 of the Consolidated Financial Statements for changes to our outstanding debt and maturities. Contractual obligations that relate to operating leases including sale/leaseback transactions were basically unchanged as of June 30, 2012. See Note 5 of the Consolidated Financial Statements regarding operating lease obligations. We estimate that contractual obligations related to the purchase of goods and materials have increased by approximately $64.8 million since December 31, 2011 related to increases in production levels.

Recent Accounting Pronouncements

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

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Forward-Looking Statements

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

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

• the cyclical nature of industries in which we compete;

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

• naturally-occurring events and disasters causing disruption to our manufacturing, product deliveries, and production capacity, thereby giving rise to an increase in expenses, loss of revenue, and property losses;

• the timing of introduction of new products;

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

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

• product price changes;

• changes in mix of products sold;

• the extent of utilization of manufacturing capacity;

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

• competition and other competitive factors;

• changing technologies;

• surcharges and other fees added to fixed pricing agreements for steel, component parts, supplies and other raw materials;

• interest rates and capital costs;

• counter-party risks for financial instruments;

• long-term funding of our operations;

• taxes;

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

• changes in import and export quotas and regulations;

• business conditions in emerging economies;

• costs and results of litigation; and

• legal, regulatory, and environmental issues.

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

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no material change in our market risks since December 31, 2011 as set forth in Item 7A of our 2011 Form 10-K. Refer to Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for a discussion of debt-related activity and the impact of hedging activity for the three and six months ended June 30, 2012.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures designed to ensure that it is able to collect and record the information it is required to disclose in the reports it files with the SEC, and to process, summarize, and disclose this information within the time periods specified in the rules of the SEC. The Company’s Chief Executive and Chief Financial Officers are responsible for establishing and maintaining these procedures and, as required by the rules of the SEC, evaluating their effectiveness. Based on their evaluation of the Company’s disclosure controls and procedures that 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 1) 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 and 2) accumulate and communicate this information to the Company’s management, including its Chief Executive and Chief Financial Officers, to allow timely decisions regarding disclosure.

Internal Controls over Financial Reporting

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

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

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PART II

Item 1. Legal Proceedings

The information provided in Note 18 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 2011 Form 10-K.

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

This table provides information with respect to purchases by the Company of shares of its Common Stock during the quarter ended June 30, 2012:

Period	Number of Shares Purchased(1)		Average Price Paid  per Share (1)		Total Number of Shares  (or Units) Purchased as Part of Publicly Announced Plans or Programs (2)		Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs  (2)
April 1, 2012 through April 30, 2012		6,315	$	29.60		—	$	200,000,000
May 1, 2012 through May 31, 2012		545,980	$	25.78		378,392	$	190,293,400
June 1, 2012 through June 30, 2012		1,316,550	$	23.94		1,313,837	$	158,846,107
Total		1,868,845	$	24.49		1,692,229	$	158,846,107

(1) These columns include the following transactions during the three months ended June 30, 2012: (i) the deemed surrender to the Company of 3,117 shares of Common Stock to pay the exercise price and satisfy tax withholding in connection with the exercise of employee stock options, (ii) the surrender to the Company of 173,499 shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees, and (iii) the purchase of 1,692,229 shares of common stock on the open market as part of the stock repurchase program.

(2) In December 2010, the Company’s Board of Directors authorized a $200 million share repurchase program, effective January 1, 2011, which expires on December 31, 2012. During the three months ended June 30, 2012, the Company repurchased 1,692,229 shares under this program at a cost of approximately $41.2 million. Certain shares of stock repurchased during June 2012, totaling $6.0 million, were cash settled in July 2012 in accordance with normal settlement practices. The approximate dollar value of shares that may yet be repurchased under such share repurchase program is shown as of the end of such month or quarter.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Form 10-Q.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit Number	Description
3.1	Amended and Restated Bylaws of Trinity Industries, Inc., as amended April 30, 2012 (filed herewith)
10.1	Trinity Industries, Inc. Supplemental Retirement Plan Trust (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012).
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).
95	Mine Safety Disclosure Exhibit (filed herewith).
101.INS	XBRL Instance Document (filed electronically herewith)*
101.SCH	XBRL Taxonomy Extension Schema Document (filed electronically herewith)*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith)*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith)*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith)*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith)*

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRINITY INDUSTRIES, INC.	By /s/ JAMES E. PERRY
Registrant
	James E. Perry
	Senior Vice President and
	Chief Financial Officer
	July 26, 2012

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INDEX TO EXHIBITS

Exhibit Number	Description
3.1	Amended and Restated Bylaws of Trinity Industries, Inc., as amended April 30, 2012 (filed herewith)
10.1	Trinity Industries, Inc. Supplemental Retirement Plan Trust (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012).
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).
95	Mine Safety Disclosure Exhibit (filed herewith).
101.INS	XBRL Instance Document (filed electronically herewith)*
101.SCH	XBRL Taxonomy Extension Schema Document (filed electronically herewith)*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith)*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith)*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith)*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith)*

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EX-3.1

Exhibit 3.1

As Amended Effective April 30, 2012

BYLAWS

OF

TRINITY INDUSTRIES, INC.

ARTICLE I.

Offices

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

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

ARTICLE II.

Meetings of Stockholders

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

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

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

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

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

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

3

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

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

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

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

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

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

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

5

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

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

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

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

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

6

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.

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ARTICLE III.

Directors

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

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

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

8

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

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

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

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

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

9

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.

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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 elected 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.

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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 elected 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 elected officers of the corporation.

Section 5. The elected 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 elected 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.

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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.

13

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.

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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.

15

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

16

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

17

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

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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.

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

ARTICLE VII.

Certificates for Shares

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

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

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

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate or register uncertificated shares to the person entitled thereto, cancel the old certificate, and record the transaction upon its books. Upon the receipt of proper transfer instructions of uncertificated shares by the holders thereof in person or by their duly authorized legal representatives, such uncertificated shares shall be cancelled, issuance of new equivalent certificated shares or registration of uncertificated shares shall be made to the stockholder entitled thereto and the transaction shall be recorded on the books of the corporation.

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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.

22

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

ARTICLE VIII.

General Provisions

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

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

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

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

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

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

ARTICLE IX.

Amendments

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

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Timothy R. Wallace, certify that:

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

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 26, 2012

/s/ Timothy R. Wallace

Timothy R. Wallace

Chairman, Chief Executive Officer, and President

EX-31.2

Exhibit 31.2

CERTIFICATION

I, James E. Perry, certify that:

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

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 26, 2012

/s/ James E. Perry

James E. Perry

Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Trinity Industries, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy R. Wallace, Chairman, Chief Executive Officer, and President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company, as of, and for, the periods presented in the Report.

/s/ Timothy R. Wallace

Timothy R. Wallace

Chairman, Chief Executive Officer, and President

July 26, 2012

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

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Trinity Industries, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James E. Perry, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company, as of, and for, the periods presented in the Report.

/s/ James E. Perry

James E. Perry

Senior Vice President and Chief Financial Officer

July 26, 2012

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-95

Exhibit 95

Information Concerning Mine Safety Violations or Other Regulatory Matters Required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act

The Company, through a wholly owned subsidiary, owned or operated a total of thirteen (13) sand, gravel, and aggregate quarries in Texas, Arkansas, and Louisiana during the three month period ended June 30, 2012. Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act requires that we disclose in our periodic reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 specific information about each of our quarries comprised of notices, violations, and orders made by the Federal Mine Safety and Health Administration (“MSHA”) pursuant to the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). The following table sets forth the reportable information required for our quarries that operated during the three month period ended June 30, 2012.

Mine or Operating Name/MSHA Identification Number	Section 104 S&S Citations (#)		Section 104(b) Orders (#)		Section 104(d) Citations and Orders (#)		Section 110(b)(2) Violations (#)		Section 107(a) Orders (#)		Total Dollar Value of MSHA Assessments Proposed ($)			Total Number of Mining Related Fatalities (#)		Received Notice of Pattern of Violation Under Section 104(e) (yes/no)		Received Notice of Potential to Have Pattern under Section 104(e) (yes/no)		Legal Actions Pending as of Last Day of Period (#)		Legal Actions Initiated During Period (#)		Legal Actions Resolved During Period (#)
Rye (4102547)		0		0		0		0		0	$	0			0		No		No		0		0		0
Belton (4101043)		0		0		0		0		0	$	0			0		No		No		0		0		0
Malloy Bridge (4102946)		0		0		0		0		0	$	0			0		No		No		0		0		0
Cottonwood (4104553)		1		0		0		0		0	$	500	(1)		0		No		No		0		0		0
Wills Point (4104113)		1		0		0		0		0	$	0	(2)		0		No		No		0		0		0
Waco-Angerman (4103492)		0		0		0		0		0	$	0			0		No		No		0		0		0
Indian Village (1600348)		0		0		0		0		0	$	0			0		No		No		0		0		0
Lockesburg (0301681)		0		0		0		0		0	$	0	(3)		0		No		No		0		0		0
Kopperl (4104450)		0		0		0		0		0	$	0	(4)		0		No		No		0		0		0
Wills Point II (4104071)		0		0		0		0		0	$	0	(3)		0		No		No		0		0		0
Asa (4104399)		0		0		0		0		0	$	0			0		No		No		0		0		0
Paradise (4103253)		0		0		0		0		0	$	200			0		No		No		0		0		0
Anacoco (1600543)		0		0		0		0		0	$	0			0		No		No		0		0		0

(1) Five non-S&S and one S&S citations were issued. Proposed assessment value for S&S citation still pending.

(2) One S&S citation issued. Proposed assessment value still pending.

(3) One non-S&S citation issued. Proposed assessment value still pending.

(4) Two non-S&S citation issued. Proposed assessment value still pending.

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Employee Retirement Plans (Tables)

6 Months Ended

Jun. 30, 2012

Employee Retirement Plans [Abstract]

Components of net retirement cost

	Three Months Ended June  30,						Six Months Ended June  30,
	2012			2011			2012			2011
	(in millions)
Service cost	$	0.2		$	0.2		$	0.4		$	0.5
Interest		4.9			4.9			9.7			9.8
Expected return on plan assets		(5.8	)		(5.7	)		(11.4	)		(11.4	)
Actuarial loss		0.9			0.5			1.8			1.0
Defined benefit expense		0.2			(0.1	)		0.5			(0.1	)
Profit sharing		3.2			2.2			5.8			4.5
Net expense	$	3.4		$	2.1		$	6.3		$	4.4

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Investment in TRIP Holdings (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Investment in TRIP Holdings [Abstract]
Capital contributions	$ 47.3	$ 47.3
Equity purchased from investors	44.8	44.8
Total investment	92.1	92.1
Equity in earnings	10.8	12.0
Equity in unrealized losses on derivative financial instruments	(0.4)	(1.3)
Distributions	(7.0)	(7.0)
Deferred broker fees	(0.5)	(0.6)
Carrying Value of TRIP Holdings	$ 95.0	$ 95.2

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Railcar Leasing and Management Services Group (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Consolidating Financial Information
Cash and cash equivalents	$ 294.1	$ 351.1
Property, plant, and equipment, net	4,785.7	4,711.0
Net deferred profit on railcars sold to the Leasing Group	(534.5)	(531.5)
Property, plant and equipment, total	4,251.2	4,179.5
Restricted cash of TRIP Holdings	218.9	240.3
Debt:
Recourse	555.3	557.5
Less: unamortized discount	(93.8)	(99.8)
Total Recourse Debt	461.5	457.7
Non-recourse	2,557.8	2,626.0
Less: non-recourse debt owned by Trinity	(108.8)	(108.8)
Total debt	2,910.5	2,974.9
Net deferred tax liabilities	504.5	434.7
TRIP Holdings [Member]
Consolidating Financial Information
Restricted cash of TRIP Holdings	59.5	74.6
Manufacturing/Corporate [Member]
Consolidating Financial Information
Cash and cash equivalents	291.9	347.9
Property, plant, and equipment, net	503.7	510.0
Property, plant and equipment, total	503.7	510.0
Debt:
Recourse	455.7	454.2
Less: unamortized discount	(93.8)	(99.8)
Total Recourse Debt	361.9	354.4
Total debt	361.9	354.4
Net deferred tax liabilities	(79.4)	(152.4)
Leasing Group [Member] | Wholly Owned Subsidiaries [Member]
Consolidating Financial Information
Cash and cash equivalents	2.2	3.2
Property, plant, and equipment, net	3,148.0	3,066.0
Net deferred profit on railcars sold to the Leasing Group	(349.7)	(344.5)
Property, plant and equipment, total	2,798.3	2,721.5
Restricted cash of TRIP Holdings	159.4	165.7
Debt:
Recourse	99.6	103.3
Total Recourse Debt	99.6	103.3
Non-recourse	1,568.7	1,616.0
Total debt	1,668.3	1,719.3
Net deferred tax liabilities	579.5	582.4
Leasing Group [Member] | TRIP Holdings [Member]
Consolidating Financial Information
Property, plant, and equipment, net	1,134.0	1,135.0
Net deferred profit on railcars sold to the Leasing Group	(184.8)	(187.0)
Property, plant and equipment, total	949.2	948.0
Restricted cash of TRIP Holdings	59.5	74.6
Debt:
Non-recourse	989.1	1,010.0
Less: non-recourse debt owned by Trinity	(108.8)	(108.8)
Total debt	880.3	901.2
Net deferred tax liabilities	$ 4.4	$ 4.7

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Income Taxes (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Income Taxes (Textual) [Abstract]
Tax benefit primarily related to favorable claims filed			$ 3.5
Additions for tax positions related to the current year			2.0	1.8
Additions for tax positions of prior years				14.5
Reductions for tax positions of prior years			1.1
Unrecognized tax benefits including interest and penalties that would affect the Company's effective tax rate if recognized	17.5	20.2	17.5	20.2
Amounts subject to a lapse in statute			2.5
Total accrued interest and penalties	12.5		12.5		13.3
Increase in tax expenses due to uncertain tax position	$ 0.1	$ 0.9	$ 0.8	$ 1.8
Opening period of statue of limitations of audit cycle			Jun. 30, 2013
Swiss Subsidiary [Member]
Additional Income Taxes (Textual) [Abstract]
Number of Subsidiaries			2
General period of statute of limitations in Switzerland			5 years
Extended period of statute of limitations in Switzerland			15 years

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Investment in TRIP Holdings (Details Textual) (USD $) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended		6 Months Ended
	Jul. 31, 2011	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Investment in TRIP Holdings (Textual) [Abstract]
Ownership percentage in TRIP Holdings				57.00%
Investment in Subsidiary (Additional Textual) [Abstract]
Railcars purchased by TRIP from the Company		$ 1,325.2		$ 1,325.2
Number of other third-party equity investors in TRIP Holdings		3		3
TRIP Holdings [Member]
Investment in TRIP Holdings (Textual) [Abstract]
Remaining equity commitment outstanding		0		0
Additional borrowings debt instrument increase additional borrowings	1,032.0
Payments to TILC from TRIP Holdings and TRIP leasing		$ 1.2	$ 1.0	$ 2.5	$ 1.9
Percentage of the equity investor's net investment specified as amount payable to equity investor		90.00%		90.00%
Additional equity ownership to be acquired from the equity investor by the company if the option was exercised to its fullest extent		16.30%		16.30%
Percentage of the equity investor's net investment specified as amount payable to equity investor under certain limited circumstances		100.00%		100.00%

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Segment Information (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Financial Information from continuing operations for segments
Revenue External	$ 1,028.4	$ 708.3	$ 1,953.7	$ 1,342.5
Total Revenues	1,028.4	708.3	1,953.7	1,342.5
Operating Profit (Loss)	154.9	95.4	277.3	180.9
Rail Group [Member]
Financial Information from continuing operations for segments
Revenue External	380.2	197.3	721.4	328.3
Revenues Intersegment	136.7	83.4	262.6	172.2
Total Revenues	516.9	280.7	984.0	500.5
Operating Profit (Loss)	53.0	15.4	93.1	24.7
Construction Products Group [Member]
Financial Information from continuing operations for segments
Revenue External	151.6	148.0	301.2	278.1
Revenues Intersegment	5.2	1.3	10.6	4.8
Total Revenues	156.8	149.3	311.8	282.9
Operating Profit (Loss)	15.2	16.1	26.0	24.4
Inland Barge Group [Member]
Financial Information from continuing operations for segments
Revenue External	173.9	117.8	343.3	255.7
Total Revenues	173.9	117.8	343.3	255.7
Operating Profit (Loss)	36.6	19.1	66.6	40.8
Energy Equipment Group [Member]
Financial Information from continuing operations for segments
Revenue External	126.6	115.1	246.7	228.3
Revenues Intersegment	4.1	2.4	9.0	7.9
Total Revenues	130.7	117.5	255.7	236.2
Operating Profit (Loss)	4.0	1.2	0.2	11.7
Railcar Leasing and Management Services Group [Member]
Financial Information from continuing operations for segments
Revenue External	192.3	128.2	334.4	248.0
Revenues Intersegment	1.9		2.1
Total Revenues	194.2	128.2	336.5	248.0
Operating Profit (Loss)	76.4	59.7	142.9	114.4
All Other [Member]
Financial Information from continuing operations for segments
Revenue External	3.8	1.9	6.7	4.1
Revenues Intersegment	17.0	12.4	29.8	23.3
Total Revenues	20.8	14.3	36.5	27.4
Operating Profit (Loss)	(6.3)	(0.2)	(5.1)	(0.5)
Corporate [Member]
Financial Information from continuing operations for segments
Operating Profit (Loss)	(9.6)	(8.4)	(21.2)	(19.1)
Eliminations - Lease subsidiary [Member]
Financial Information from continuing operations for segments
Revenues Intersegment	(132.3)	(79.5)	(254.9)	(164.9)
Total Revenues	(132.3)	(79.5)	(254.9)	(164.9)
Operating Profit (Loss)	(12.2)	(7.1)	(23.1)	(15.2)
Eliminations - Other [Member]
Financial Information from continuing operations for segments
Revenues Intersegment	(32.6)	(20.0)	(59.2)	(43.3)
Total Revenues	(32.6)	(20.0)	(59.2)	(43.3)
Operating Profit (Loss)	$ (2.2)	$ (0.4)	$ (2.1)	$ (0.3)

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Property, Plant, and Equipment (Tables)

6 Months Ended

Jun. 30, 2012

Property, Plant, and Equipment [Abstract]

Components of property, plant, and equipment

	June 30,			December 31,
	2012			2011
				(as reported)
	(in millions)
Manufacturing/Corporate:
Land	$	41.5		$	41.6
Buildings and improvements		434.5			429.7
Machinery and other		753.7			758.7
Construction in progress		23.1			12.8
		1,252.8			1,242.8
Less accumulated depreciation		(749.1	)		(732.8	)
		503.7			510.0
Leasing:
Wholly-owned subsidiaries:
Machinery and other		9.5			9.6
Equipment on lease		3,561.1			3,429.3
		3,570.6			3,438.9
Less accumulated depreciation		(422.6	)		(372.9	)
		3,148.0			3,066.0
TRIP Holdings:
Equipment on lease		1,271.3			1,257.7
Less accumulated depreciation		(137.3	)		(122.7	)
		1,134.0			1,135.0
Net deferred profit on railcars sold to the Leasing Group
Sold to wholly-owned subsidiaries		(349.7	)		(344.5	)
Sold to TRIP Holdings		(184.8	)		(187.0	)
	$	4,251.2		$	4,179.5

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Accumulated Other Comprehensive Loss (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012
Components of accumulated other comprehensive loss
Currency translation adjustments, Beginning Balance	$ (17.1)
Currency translation adjustments, other comprehensive income	0.6
Currency translation adjustments, Ending Balance, net of tax benefit	(16.5)
Unrealized loss on derivative financial instruments, Beginning Balance	(46.2)
Unrealized loss on derivative financial instruments, other comprehensive income	3.9
Unrealized loss on derivative financial instruments, Ending Balance, net of tax benefit	(42.3)
Funded status of pension liability, Beginning Balance	(70.7)
Funded status of pension liability, other comprehensive income	1.1
Funded status of pension liability, Ending Balance, net of tax benefit	(69.6)
Accumulated Other Comprehensive Loss, Beginning Balance	(134.0)
Other comprehensive income, net of tax	5.6
Accumulated Other Comprehensive Loss, Ending Balance, net of tax benefit	(128.4)
Accumulated Other Comprehensive Loss (Textual) [Abstract]
Currency translation adjustments, Tax benefit	0.2
Unrealized loss on derivative financial instruments, Tax benefit	(32.2)
Funded status of pension liability, Tax benefit	(41.0)
Accumulated Other Comprehensive Loss, Tax benefit	$ (73.0)

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Derivative Instruments (Details 1) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Interest Rate Locks, 2005 to 2006 [Member]
Interest rate hedges effect on interest expense - increase/(decrease)
Effect on interest expense - increase/(decrease)	$ (0.1)	$ (0.1)	$ (0.2)	$ (0.2)
Expected effect during next twelve months	(0.3)		(0.3)
Interest Rate Locks, 2006 to 2007 [Member]
Interest rate hedges effect on interest expense - increase/(decrease)
Effect on interest expense - increase/(decrease)	0.8	0.9	1.7	1.8
Expected effect during next twelve months	3.3		3.3
Interest Rate Locks, TRIP Holdings [Member]
Interest rate hedges effect on interest expense - increase/(decrease)
Effect on interest expense - increase/(decrease)	1.5		3.0
Expected effect during next twelve months	5.9		5.9
Trip Warehouse [Member]
Interest rate hedges effect on interest expense - increase/(decrease)
Effect on interest expense - increase/(decrease)		6.8		14.1
Interest Rate Swap TRIP Master Funding Secured Railcar Equipment Notes [Member]
Interest rate hedges effect on interest expense - increase/(decrease)
Effect on interest expense - increase/(decrease)	0.5		1.0
Expected effect during next twelve months	1.7		1.7
Interest Rate Swap, 2008 Debt Issuance [Member]
Interest rate hedges effect on interest expense - increase/(decrease)
Effect on interest expense - increase/(decrease)	4.2	5.2	8.4	9.7
Expected effect during next twelve months	$ 16.9		$ 16.9

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Contingencies (Details Textual) (USD $) In Millions, unless otherwise specified	1 Months Ended	6 Months Ended
	Sep. 30, 2011 Railcar	Jun. 30, 2012
Contingencies (Textual) [Abstract]
Number of tank cars voluntarily recertified by Company	948
Inspection cycle for tank cars in service minimum		3 years
Inspection cycle for tank cars in service maximum		5 years
Minimum possible loss		$ 4.1
Maximum possible loss		20.6
Total Accruals		10.4
Reserve for probable and estimable liabilities with respect to the investigations, assessments and remedial responses		$ 7.6

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Employee Retirement Plans (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Components of net retirement cost
Service cost	$ 0.2	$ 0.2	$ 0.4	$ 0.5
Interest	4.9	4.9	9.7	9.8
Expected return on plan assets	(5.8)	(5.7)	(11.4)	(11.4)
Actuarial loss	0.9	0.5	1.8	1.0
Defined benefit expense	0.2	(0.1)	0.5	(0.1)
Profit sharing	3.2	2.2	5.8	4.5
Net expense	$ 3.4	$ 2.1	$ 6.3	$ 4.4

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Contingencies

6 Months Ended

Jun. 30, 2012

Warranties / Contingencies [Abstract]

Contingencies

Note 18. Contingencies

Railworthiness Directive

As previously reported, in 2011 the Company received the approval of the Federal Railroad Administration (“FRA”) to implement a voluntary recertification of 948 tank cars owned or managed by the Company’s wholly-owned, railcar leasing subsidiary and used in transporting poison inhalation hazard (“PIH”) materials. The recertification process is underway and being performed in conjunction with the normal three to five year, federally mandated inspection cycle for tank cars in PIH service. Maintenance costs associated with this recertification process are expensed as incurred. The additional costs estimated to be incurred for compliance with the directive are not expected to be significant.

Other Matters

As previously reported, Trinity Structural Towers, Inc., a wholly-owned subsidiary of the Company, is in litigation with a structural wind tower customer for the customer’s breach of a long-term supply contract for the manufacture of towers. While the customer partially performed the contract, it ultimately defaulted on its purchase obligation and did not remedy such default following written notice. Discovery in this litigation is underway.

The Company is involved in claims and lawsuits incidental to our business arising from various matters including product warranty, personal injury, environmental issues, workplace laws, and various governmental regulations. The Company evaluates its exposure to such claims periodically and establishes accruals for these contingencies when a range of loss can be reasonably estimated. The range of loss for such matters, taking into consideration our rights in indemnity and recourse to third parties is $4.1 million to $20.6 million. Total accruals of $10.4 million, including environmental and workplace matters described below, are included in accrued liabilities in the accompanying consolidated balance sheet. The Company believes any additional liability would not be material to its financial position or results of operations.

Trinity is subject to Federal, state, local, and foreign laws and regulations relating to the environment and the workplace. The Company has reserved $7.6 million to cover our probable and estimable liabilities with respect to the investigations, assessments, and remedial responses to such matters, taking into account currently available information and our contractual rights to indemnification and recourse to third parties. However, estimates of liability arising from future proceedings, assessments, or remediation are inherently imprecise. Accordingly, there can be no assurance that we will not become involved in future litigation or other proceedings involving the environment and the workplace or, if we are found to be responsible or liable in any such litigation or proceeding, that such costs would not be material to the Company. We believe that we are currently in substantial compliance with environmental and workplace laws and regulations.

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Railcar Leasing and Management Services Group (Details 2) (Leasing Group [Member], USD $) In Millions, unless otherwise specified	Jun. 30, 2012
Future contractual minimum rental revenues on leases
Remaining six months of 2012	$ 188.5
2013	315.4
2014	241.8
2015	190.5
2016	147.8
Thereafter	283.8
Total	1,367.8
Wholly Owned Subsidiaries [Member]
Future contractual minimum rental revenues on leases
Remaining six months of 2012	140.8
2013	239.8
2014	187.4
2015	146.1
2016	110.5
Thereafter	219.0
Total	1,043.6
TRIP Holdings [Member]
Future contractual minimum rental revenues on leases
Remaining six months of 2012	47.7
2013	75.6
2014	54.4
2015	44.4
2016	37.3
Thereafter	64.8
Total	$ 324.2

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Summary of Significant Accounting Policies (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2010	Dec. 31, 2011
Summary of Significant Accounting Policies (Textual) [Abstract]
Authorization for repurchase shares by board of directors					$ 200
Shares repurchased, Shares	1,692,229	0	1,692,229	0
Cash Settlement for repurchase of stock shares			6.0
Net receivables in Energy Equipment Group			20.00%
Cost of Shares repurchased	41.2		41.2
Share repurchase program effective date					Jan. 01, 2011
Share repurchase program expiry date					Dec. 31, 2012
Maximum period to own lease fleet to adopt emerging industry policy						1 year
Minimum period to own lease fleet to recognize sale of Railcars as net gain loss						1 year
Decrease in revenue from reclassification adjustments of prior period		$ 2.2		$ 12.2

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Earnings Per Common Share (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Computation of basic and diluted net income attributable to Trinity Industries, Inc
Net income attributable to Trinity Industries, Inc.	$ 67.8	$ 30.0	$ 120.7	$ 54.2
Unvested restricted share participation	(2.3)	(1.0)	(4.0)	(1.9)
Net income attributable to Trinity Industries, Inc. - basic	65.5	29.0	116.7	52.3
Net income attributable to Trinity Industries, Inc. - basic, Average Shares	77.7	77.4	77.7	77.2
Net income attributable to Trinity Industries, Inc. - basic, EPS	$ 0.84	$ 0.37	$ 1.50	$ 0.68
Effect of dilutive securities:
Stock option ( in shares)	0.2	0.3	0.2	0.3
Net income attributable to Trinity Industries, Inc - diluted	$ 65.5	$ 29.0	$ 116.7	$ 52.3
Net income attributable to Trinity Industries, Inc. - diluted, Average Shares	77.9	77.7	77.9	77.5
Net income attributable to Trinity Industries, Inc. - diluted, EPS	$ 0.84	$ 0.37	$ 1.50	$ 0.67
Net Income Per Common Share (Textual) [Abstract]
Total weighted average restricted shares and antidilutive stock options (in shares)	3.3	3.0	3.2	3.0

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Other, Net (Tables)

6 Months Ended

Jun. 30, 2012

Other, Net [Abstract]

Other, net (income) expense

	Three Months Ended June  30,						Six Months Ended June  30,
	2012			2011			2012			2011
	(in millions)
Foreign currency exchange transactions	$	0.6		$	(0.2	)	$	(1.4	)	$	0.1
Gain on equity investments		(0.0	)		(0.0	)		(0.1	)		(0.5	)
Other		(0.6	)		(0.4	)		(1.5	)		(0.7	)
Other, net	$	(0.0	)	$	(0.6	)	$	(3.0	)	$	(1.1	)

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Railcar Leasing and Management Services Group (Details 4) (Leasing Group [Member], USD $) In Millions, unless otherwise specified	Jun. 30, 2012
Future operating lease obligations related to these leases
Remaining six months of 2012	$ 188.5
2013	315.4
2014	241.8
2015	190.5
2016	147.8
Thereafter	283.8
Total	1,367.8
Future operating lease obligations other than leases with trusts [Member]
Future operating lease obligations related to these leases
Remaining six months of 2012	4.5
2013	8.9
2014	8.8
2015	8.8
2016	8.6
Thereafter	38.0
Total	77.6
Future contractual minimum rental revenues from other than leases with trusts [Member]
Future operating lease obligations related to these leases
Remaining six months of 2012	5.3
2013	10.2
2014	9.3
2015	6.0
2016	5.0
Thereafter	7.6
Total	$ 43.4

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Other, Net (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Other, net (income) expense
Foreign currency exchange transactions	$ 0.6	$ (0.2)	$ (1.4)	$ 0.1
Gain on equity investments	0	0	(0.1)	(0.5)
Other	(0.6)	(0.4)	(1.5)	(0.7)
Other, net	$ 0	$ (0.6)	$ (3.0)	$ (1.1)

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Goodwill (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Goodwill by Segment
Goodwill	$ 226.6	$ 225.9
Rail Group [Member]
Goodwill by Segment
Goodwill	122.5	122.5
Construction Products Group [Member]
Goodwill by Segment
Goodwill	91.4	90.7
Energy Equipment Group [Member]
Goodwill by Segment
Goodwill	10.9	10.9
Railcar Leasing and Management Services Group [Member]
Goodwill by Segment
Goodwill	$ 1.8	$ 1.8

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Segment Information (Details Textual)	Jun. 30, 2012 BusinessSegment	Dec. 31, 2011
Segment Information (Textual) [Abstract]
Number of principal business segments of Company	5
Maximum period to own lease fleet to adopt emerging industry policy		1 year
Minimum period to own lease fleet to recognize sale of Railcars as net gain loss		1 year

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Acquisitions and Divestitures

6 Months Ended

Jun. 30, 2012

Acquisitions and Divestitures [Abstract]

Acquisitions and Divestitures

Note 2. Acquisitions and Divestitures

For the three and six months ended June 30, 2012 and 2011, all of our acquisition and divestiture activity occurred in the Construction Products Group as summarized below:

	Acquisitions						Divestitures
	Total cost		Net cash paid		Goodwill recorded		Proceeds		Gain recognized		Goodwill charged  off
					(in millions)
2012	$	2.0	$	—	$	0.8	$	2.1	$	1.5	$	0.1
2011	$	23.6	$	15.3	$	7.0	$	8.3	$	0.7	$	1.0

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Warranties (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Changes in the accruals for warranties
Beginning balance	$ 14.5	$ 12.7	$ 13.5	$ 13.2
Warranty costs incurred	(1.5)	(1.4)	(3.9)	(2.7)
Warranty originations and revisions	1.4	0.9	5.2	2.5
Warranty expirations	(0.6)	(0.2)	(1.0)	(1.0)
Ending balance	$ 13.8	$ 12.0	$ 13.8	$ 12.0

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Acquisitions and Divestitures (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Acquisitions
Total cost	$ 2.0	$ 23.6	$ 2.0	$ 23.6
Net cash paid	0	15.3	0	15.3
Goodwill recorded	0.8	7.0	0.8	7.0
Divestitures
Proceeds	2.1	8.3	2.1	8.3
Gain recognized	1.5	0.7	1.5	0.7
Goodwill charged off	$ 0.1	$ 1.0	$ 0.1	$ 1.0

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2012

Segment Information / Railcar Leasing and Management Services Group [Abstract]

Financial Information from continuing operations for segments

Three Months Ended June 30, 2012

	Revenues								Operating
									Profit
	External		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	380.2	$	136.7		$	516.9		$	53.0
Construction Products Group		151.6		5.2			156.8			15.2
Inland Barge Group		173.9		—			173.9			36.6
Energy Equipment Group		126.6		4.1			130.7			4.0
Railcar Leasing and Management Services Group		192.3		1.9			194.2			76.4
All Other		3.8		17.0			20.8			(6.3	)
Corporate		—		—			—			(9.6	)
Eliminations – Lease subsidiary		—		(132.3	)		(132.3	)		(12.2	)
Eliminations – Other		—		(32.6	)		(32.6	)		(2.2	)
Consolidated Total	$	1,028.4	$	—		$	1,028.4		$	154.9

Three Months Ended June 30, 2011

	Revenues								Operating
									Profit
	External		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	197.3	$	83.4		$	280.7		$	15.4
Construction Products Group		148.0		1.3			149.3			16.1
Inland Barge Group		117.8		—			117.8			19.1
Energy Equipment Group		115.1		2.4			117.5			1.2
Railcar Leasing and Management Services Group		128.2		—			128.2			59.7
All Other		1.9		12.4			14.3			(0.2	)
Corporate		—		—			—			(8.4	)
Eliminations – Lease subsidiary		—		(79.5	)		(79.5	)		(7.1	)
Eliminations – Other		—		(20.0	)		(20.0	)		(0.4	)
Consolidated Total	$	708.3	$	—		$	708.3		$	95.4

Six Months Ended June 30, 2012

	Revenues								Operating
									Profit
	External		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	721.4	$	262.6		$	984.0		$	93.1
Construction Products Group		301.2		10.6			311.8			26.0
Inland Barge Group		343.3		—			343.3			66.6
Energy Equipment Group		246.7		9.0			255.7			0.2
Railcar Leasing and Management Services Group		334.4		2.1			336.5			142.9
All Other		6.7		29.8			36.5			(5.1	)
Corporate		—		—			—			(21.2	)
Eliminations – Lease subsidiary		—		(254.9	)		(254.9	)		(23.1	)
Eliminations – Other		—		(59.2	)		(59.2	)		(2.1	)
Consolidated Total	$	1,953.7	$	—		$	1,953.7		$	277.3

Six Months Ended June 30, 2011

	Revenues								Operating
									Profit
	External		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	328.3	$	172.2		$	500.5		$	24.7
Construction Products Group		278.1		4.8			282.9			24.4
Inland Barge Group		255.7		—			255.7			40.8
Energy Equipment Group		228.3		7.9			236.2			11.7
Railcar Leasing and Management Services Group		248.0		—			248.0			114.4
All Other		4.1		23.3			27.4			(0.5	)
Corporate		—		—			—			(19.1	)
Eliminations – Lease subsidiary		—		(164.9	)		(164.9	)		(15.2	)
Eliminations – Other		—		(43.3	)		(43.3	)		(0.3	)
Consolidated Total	$	1,342.5	$	—		$	1,342.5		$	180.9

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Fair Value Accounting (Tables)

6 Months Ended

Jun. 30, 2012

Fair Value Accounting [Abstract]

Assets and liabilities measured at fair value on recurring basis

	Fair Value Measurement as of June 30, 2012
	(in millions)
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	139.8	$	—	$	—	$	139.8
Restricted cash		218.9		—		—		218.9
Equity call agreement with TRIP Holdings equity investor 1		—		—		0.6		0.6
Fuel derivative instruments 1		—		0.0		—		0.0
Total assets	$	358.7	$	0.0	$	0.6	$	359.3
Liabilities:
Interest rate hedges: 2
Wholly-owned subsidiary	$	—	$	44.3	$	—	$	44.3
TRIP Holdings		—		5.4		—		5.4
Equity put agreement with TRIP Holdings equity investor 3		—		—		2.2		2.2
Fuel derivative instruments 2		—		0.3		—		0.3
Total liabilities	$	—	$	50.0	$	2.2	$	52.2
	Fair Value Measurement as of December 31, 2011
	(in millions)
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	246.6	$	—	$	—	$	246.6
Restricted cash		240.3		—		—		240.3
Equity call agreement with TRIP Holdings equity investor 1		—		—		0.7		0.7
Total assets	$	486.9	$	—	$	0.7	$	487.6
Liabilities:
Interest rate hedges: 2
Wholly-owned subsidiary	$	—	$	48.9	$	—	$	48.9
TRIP Holdings		—		4.8		—		4.8
Equity put agreement with TRIP Holdings equity investor 3		—		—		3.1		3.1
Fuel derivative instruments 2		—		0.1		—		0.1
Total liabilities	$	—	$	53.8	$	3.1	$	56.9

¹  Included in other assets on the consolidated balance sheet.

²  Included in accrued liabilities on the consolidated balance sheet.

³ Included in other liabilities on the consolidated balance sheet.

Carrying amounts and estimated fair values of long-term debt

	June 30, 2012					December 31, 2011
	Carrying Value			Estimated Fair Value		Carrying Value			Estimated Fair Value
	(in millions)
Recourse:
Convertible subordinated notes	$	450.0		$	450.2	$	450.0		$	439.4
Less: unamortized discount		(93.8	)				(99.8	)
		356.2					350.2
Capital lease obligations		47.2			47.2		48.6			48.6
Term loan		52.4			55.6		54.7			55.7
Other		5.7			5.7		4.2			4.2
		461.5			558.7		457.7			547.9
Non-recourse:
2006 secured railcar equipment notes		262.6			283.1		269.3			278.5
Promissory notes		452.6			433.8		465.5			448.6
2009 secured railcar equipment notes		213.9			242.1		218.4			228.6
2010 secured railcar equipment notes		348.2			354.8		354.3			333.1
TILC warehouse facility		291.4			291.4		308.5			308.5
TRIP Holdings senior secured notes		61.2			62.8		61.2			61.6
TRIP Master Funding secured railcar equipment notes		819.1			892.4		840.0			834.9
		2,449.0			2,560.4		2,517.2			2,493.8
Total	$	2,910.5		$	3,119.1	$	2,974.9		$	3,041.7

XML

Derivative Instruments (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011	Jun. 30, 2012 Interest Rate Locks, 2005 to 2006 [Member]	Jun. 30, 2012 Interest Rate Locks, 2006 to 2007 [Member]	Jun. 30, 2012 Interest Rate Locks, TRIP Holdings [Member]	Jun. 30, 2012 Interest Rate Swap TRIP Master Funding Secured Railcar Equipment Notes [Member]	Jul. 31, 2011 Interest Rate Swap TRIP Master Funding Secured Railcar Equipment Notes [Member]	Jun. 30, 2012 Interest Rate Swap, 2008 Debt Issuance [Member]
Interest rate hedges included in balance sheet
Notional Amount			$ 200.0	$ 370.0	$ 788.5	$ 83.8	$ 94.1	$ 459.5
Interest Rate			4.87%	5.34%	3.60%	2.62%		4.13%
Liability						5.4		44.3
AOCL loss/(income)	42.3	46.2	(2.1)	8.9	21.7	3.0		42.9
Noncontrolling Interest					$ 16.3	$ 2.3

XML

Fair Value Accounting (Details) (Fair Value, Measurements, Recurring [Member], USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Assets:
Cash equivalents	$ 139.8	$ 246.6
Restricted cash	218.9	240.3
Fuel derivative instruments	0
Total assets	359.3	487.6
Interest rate hedges:
Fuel derivative instruments	0.3	0.1
Total liabilities	52.2	56.9
Equity Call Agreement [Member]
Assets:
Equity call agreement with TRIP Holdings equity investor	0.6	0.7
Interest rate hedges:
Equity put agreement with TRIP Holdings equity investor	2.2	3.1
Wholly Owned Subsidiaries [Member]
Interest rate hedges:
Interest rate hedges	44.3	48.9
TRIP Holdings [Member]
Interest rate hedges:
Interest rate hedges	5.4	4.8
Level 1 [Member]
Assets:
Cash equivalents	139.8	246.6
Restricted cash	218.9	240.3
Total assets	358.7	486.9
Level 2 [Member]
Assets:
Fuel derivative instruments	0
Total assets	0
Interest rate hedges:
Fuel derivative instruments	0.3	0.1
Total liabilities	50.0	53.8
Level 2 [Member] | Wholly Owned Subsidiaries [Member]
Interest rate hedges:
Interest rate hedges	44.3	48.9
Level 2 [Member] | TRIP Holdings [Member]
Interest rate hedges:
Interest rate hedges	5.4	4.8
Level 3 [Member]
Assets:
Total assets	0.6	0.7
Interest rate hedges:
Total liabilities	2.2	3.1
Level 3 [Member] | Equity Call Agreement [Member]
Assets:
Equity call agreement with TRIP Holdings equity investor	0.6	0.7
Interest rate hedges:
Equity put agreement with TRIP Holdings equity investor	$ 2.2	$ 3.1

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Railcar Leasing and Management Services Group (Tables)

6 Months Ended

Jun. 30, 2012

Segment Information / Railcar Leasing and Management Services Group [Abstract]

Consolidating financial information

	June 30, 2012
	Leasing Group
	Wholly- Owned Subsidiaries			TRIP Holdings			Manufacturing/ Corporate			Total
	(in millions, unaudited)
Cash and cash equivalents	$	2.2		$	—		$	291.9		$	294.1
Property, plant, and equipment, net	$	3,148.0		$	1,134.0		$	503.7		$	4,785.7
Net deferred profit on railcars sold to the Leasing Group		(349.7	)		(184.8	)		—			(534.5	)
	$	2,798.3		$	949.2		$	503.7		$	4,251.2
Restricted cash	$	159.4		$	59.5		$	—		$	218.9
Debt:
Recourse	$	99.6		$	—		$	455.7		$	555.3
Less: unamortized discount		—			—			(93.8	)		(93.8	)
		99.6			—			361.9			461.5
Non-recourse		1,568.7			989.1			—			2,557.8
Less: non-recourse debt owned by Trinity		—			(108.8	)		—			(108.8	)
Total debt	$	1,668.3		$	880.3		$	361.9		$	2,910.5
Net deferred tax liabilities	$	579.5		$	4.4		$	(79.4	)	$	504.5

	December 31, 2011
	Leasing Group
	Wholly- Owned Subsidiaries			TRIP Holdings			Manufacturing/ Corporate			Total
	(in millions)
Cash and cash equivalents	$	3.2		$	—		$	347.9		$	351.1
Property, plant, and equipment, net	$	3,066.0		$	1,135.0		$	510.0		$	4,711.0
Net deferred profit on railcars sold to the Leasing Group		(344.5	)		(187.0	)		—			(531.5	)
	$	2,721.5		$	948.0		$	510.0		$	4,179.5
Restricted cash	$	165.7		$	74.6		$	—		$	240.3
Debt:
Recourse	$	103.3		$	—		$	454.2		$	557.5
Less: unamortized discount		—			—			(99.8	)		(99.8	)
		103.3			—			354.4			457.7
Non-recourse		1,616.0			1,010.0			—			2,626.0
Less: non-recourse debt owned by Trinity		—			(108.8	)		—			(108.8	)
Total debt	$	1,719.3		$	901.2		$	354.4		$	2,974.9
Net deferred tax liabilities	$	582.4		$	4.7		$	(152.4	)	$	434.7

Investment in TRIP Holdings and TRIP Holdings' debt

	Three Months Ended June 30,									Six Months Ended June 30,
	2012			2011			Percent			2012			2011			Percent
	($ in millions)						Change			($ in millions)						Change
Revenues:
Wholly owned subsidiaries:
Leasing and management	$	102.2		$	92.9			10.0	%	$	200.5		$	183.2			9.4	%
Railcar sales (1)		62.2			6.6			*			77.1			6.6			*
		164.4			99.5			65.2			277.6			189.8			46.3
TRIP Holdings:
Leasing and management		29.8			28.7			3.8			58.9			58.2			1.2
Railcar sales (1)		—			—			—			—			—			—
		29.8			28.7			3.8			58.9			58.2			1.2
Total revenues	$	194.2		$	128.2			51.5		$	336.5		$	248.0			35.7
Operating Profit:
Wholly owned subsidiaries:
Leasing and management	$	44.0		$	39.5					$	87.1		$	76.0
Railcar sales (1):
Railcars owned one year or less at the time of sale		13.5			3.0						16.4			3.0
Railcars owned more than one year at the time of sale		1.6			0.4						5.7			1.4
		59.1			42.9						109.2			80.4
TRIP Holdings:
Leasing and management		17.3			16.8						34.1			33.9
Railcar sales (1):
Railcars owned one year or less at the time of sale		—			—						—			—
Railcars owned more than one year at the time of sale		—			—						(0.4	)		0.1
		17.3			16.8						33.7			34.0
Total operating profit	$	76.4		$	59.7					$	142.9		$	114.4
Operating profit margin:
Leasing and management		46.4	%		46.3	%					46.7	%		45.5	%
Railcar sales (1)		*			*						*			*
Total operating profit margin		39.3			46.6						42.5			46.1
Interest and rent expense (2):
Rent expense	$	12.8		$	12.2					$	25.5		$	24.3
Interest expense:
Wholly-owned subsidiaries	$	24.3		$	25.4					$	48.9		$	50.6
TRIP Holdings:
External		15.0			10.8						30.2			22.3
Intercompany		3.2			—						6.5			—
		18.2			10.8						36.7			22.3
Total interest expense	$	42.5		$	36.2					$	85.6		$	72.9

^*  Not meaningful

⁽¹⁾  Effective December 31, 2011, the Company adopted the emerging industry policy of recognizing revenue from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet which have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. Prior year reported balances have been reclassified to conform to this policy.

⁽²⁾  Rent expense is a component of operating profit. Interest expense is not a component of operating profit and includes the effect of hedges. Intercompany interest expense arises from Trinity’s ownership of a portion of TRIP Holdings’ Senior Secured Notes and is eliminated in consolidation. See Note 11 Debt.

Future contractual minimum rental revenues on leases

	Remaining six months of 2012		2013		2014		2015		2016		Thereafter		Total
	(in millions)
Wholly-owned subsidiaries	$	140.8	$	239.8	$	187.4	$	146.1	$	110.5	$	219.0	$	1,043.6
TRIP Holdings		47.7		75.6		54.4		44.4		37.3		64.8		324.2
	$	188.5	$	315.4	$	241.8	$	190.5	$	147.8	$	283.8	$	1,367.8

Future operating lease obligations and future contractual minimum rental revenues related to these leases

	Remaining six months  of 2012		2013		2014		2015		2016		Thereafter		Total
	(in millions)
Future operating lease obligations of Trusts’ railcars	$	22.7	$	45.6	$	44.8	$	43.1	$	40.1	$	341.3	$	537.6
Future contractual minimum rental revenues of Trusts’ railcars	$	30.3	$	47.2	$	32.0	$	23.9	$	16.2	$	27.1	$	176.7

Future contractual minimum rental revenues related to operating leases other than leases with the Trusts

	Remaining six months  of 2012		2013		2014		2015		2016		Thereafter		Total
	(in millions)
Future operating lease obligations	$	4.5	$	8.9	$	8.8	$	8.8	$	8.6	$	38.0	$	77.6
Future contractual minimum rental revenues	$	5.3	$	10.2	$	9.3	$	6.0	$	5.0	$	7.6	$	43.4

Operating lease obligations totaling $28.2 million are guaranteed by Trinity Industries, Inc. and certain subsidiaries. See Note 5 of the December 31, 2011 Consolidated Financial Statements filed on Form 10-K for a detailed explanation of these financing transactions.

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Investment in TRIP Holdings (Tables)

6 Months Ended

Jun. 30, 2012

Investment in TRIP Holdings [Abstract]

Companies carrying value of its investment in TRIP

	June 30, 2012			December 31, 2011
	(in millions)
Capital contributions	$	47.3		$	47.3
Equity purchased from investors		44.8			44.8
		92.1			92.1
Equity in earnings		10.8			12.0
Equity in unrealized losses on derivative financial instruments		(0.4	)		(1.3	)
Distributions		(7.0	)		(7.0	)
Deferred broker fees		(0.5	)		(0.6	)
	$	95.0		$	95.2

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2012

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The foregoing consolidated financial statements are unaudited and have been prepared from the books and records of Trinity Industries, Inc. and its subsidiaries (“Trinity”, “Company”, “we”, or “our”) including its majority-owned subsidiary, TRIP Rail Holdings LLC (“TRIP Holdings”). In our opinion, all normal and recurring adjustments necessary for a fair presentation of the financial position of the Company as of June 30, 2012, and the results of operations for the three and six month periods ended June 30, 2012 and 2011, and cash flows for the six month periods ended June 30, 2012 and 2011, 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, 2012 may not be indicative of expected results of operations for the year ending December 31, 2012. 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, 2011.

Stockholders’ Equity

In December 2010, the Company’s Board of Directors authorized a $200 million share repurchase program, effective January 1, 2011, which expires on December 31, 2012. During the three and six months ended June 30, 2012, the Company repurchased 1,692,229 shares under this program at a cost of approximately $41.2 million. Certain shares of stock repurchased during June 2012, totaling $6.0 million, were cash settled in July 2012 in accordance with normal settlement practices. No shares were repurchased under this program during the three and six months ended June 30, 2011.

Financial Instruments

Financial instruments that potentially subject the Company to a concentration of credit risk are primarily cash investments, short-term marketable securities, and receivables. At June 30, 2012, one customer’s net receivable balance in our Energy Equipment Group, all within terms, accounted for approximately 20% of the consolidated net receivables balance outstanding.

Recent Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board issued Accounting Standards Update No. 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income,” (“ASU 2011-05”) which amended current comprehensive income guidance. ASU 2011-05 became effective for public companies during the interim and annual periods beginning after December 15, 2011 with early adoption permitted. Accordingly, the Company adopted this new standard on January 1, 2012 by including the consolidated statement of comprehensive income with its consolidated financial statements and revising Note 15 Accumulated Other Comprehensive Loss. The adoption of ASU 2011-05 did not have an impact on the Company’s consolidated financial position, results of operations or cash flows as it only requires a change in reporting format with regard to components of other comprehensive income.

Reclassifications

Effective December 31, 2011, the Company adopted the emerging industry policy of recognizing revenue from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet which have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. Prior year reported balances have been reclassified to conform to this policy resulting in a decrease in revenue of $2.2 million and $12.2 million for the three and six months ended June 30, 2011, respectively. The adoption of this policy had no effect on operating profit or net income. Certain prior year balances have been reclassified in the Consolidated Statements of Cash Flows to conform to the 2012 presentation.

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Derivative Instruments (Tables)

6 Months Ended

Jun. 30, 2012

Derivative Instruments [Abstract]

Interest rate hedges

Interest rate hedges

						Included in accompanying balance sheet at June 30, 2012
	Notional Amount		Interest Rate( 1)			Liability		AOCL – loss/ (income)			Noncontrolling Interest
	(in millions, except %)
Interest rate locks:
2005-2006	$	200.0		4.87	%	$	—	$	(2.1	)	$	—
2006-2007	$	370.0		5.34	%	$	—	$	8.9		$	—
TRIP Holdings	$	788.5		3.60	%	$	—	$	21.7		$	16.3
Interest rate swaps:
TRIP Master Funding secured railcar equipment notes	$	83.8		2.62	%	$	5.4	$	3.0		$	2.3
2008 debt issuance	$	459.5		4.13	%	$	44.3	$	42.9		$	—

⁽¹⁾  Weighted average fixed interest rate

Interest rate hedges effect on interest expense

	Effect on interest expense – increase/(decrease)
	Three Months Ended June 30,						Six Months Ended June 30,						Expected effect during next twelve months(1)
	2012			2011			2012			2011
	(in millions)
Interest rate locks:
2005-2006	$	(0.1	)	$	(0.1	)	$	(0.2	)	$	(0.2	)	$	(0.3	)
2006-2007	$	0.8		$	0.9		$	1.7		$	1.8		$	3.3
TRIP Holdings	$	1.5		$	—		$	3.0		$	—		$	5.9
Interest rate swaps:
TRIP warehouse	$	—		$	6.8		$	—		$	14.1		$	—
TRIP Master Funding secured railcar equipment notes	$	0.5		$	—		$	1.0		$	—		$	1.7
2008 debt issuance	$	4.2		$	5.2		$	8.4		$	9.7		$	16.9

⁽¹⁾  Based on fair value as of June 30, 2012

Other Derivatives

Other Derivatives

	Effect on operating income – increase/(decrease)
	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(in millions)
Fuel hedges (1)
Effect of mark to market valuation	$	(0.1	)	$	(0.3	)	$	0.0		$	0.2
Settlements		(0.1	)		0.1			0.0			0.1
	$	(0.2	)	$	(0.2	)	$	0.0		$	0.3
Foreign exchange hedges (2)	$	0.0		$	—		$	(0.4	)	$	(0.6	)

⁽¹⁾  Included in cost of revenues in the accompanying consolidated statement of operations

⁽²⁾  Included in other, net in the accompanying consolidated statement of operations

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Accumulated Other Comprehensive Loss (Tables)

6 Months Ended

Jun. 30, 2012

Accumulated Other Comprehensive Loss [Abstract]

Components of accumulated other comprehensive loss

	Currency translation adjustments			Unrealized loss on derivative financial instruments			Funded status of pension liability			Accumulated Other Comprehensive Loss
	(in millions)
Balance at December 31, 2011	$	(17.1	)	$	(46.2	)	$	(70.7	)	$	(134.0	)
Other comprehensive income		0.6			3.9			1.1			5.6
Balance at June 30, 2012, net of tax expense (benefit) of $0.2, $(32.2), $(41.0) and $(73.0)	$	(16.5	)	$	(42.3	)	$	(69.6	)	$	(128.4	)

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Railcar Leasing and Management Services Group (Details Textual) (USD $) In Millions, unless otherwise specified	6 Months Ended		1 Months Ended	6 Months Ended		1 Months Ended
	Jun. 30, 2012	Dec. 31, 2011	Jul. 31, 2011 TRIP Holdings [Member]	Jun. 30, 2012 Leasing Group [Member]	Jun. 30, 2012 Leasing Group [Member] Wholly Owned Subsidiaries [Member]	Jul. 31, 2011 Leasing Group [Member] TRIP Holdings [Member]
Railcar Leasing and Management Services Group (Textual) [Abstract]
Period of lease contracts with third parties, range minimum (in years)				1 year
Period of lease contracts with third parties, range maximum (in years)				20 years
Net book value of equipment pledged as collateral for leasing group debt					$ 2,430.8
Equipment net pledged as collateral for securing capital lease obligations					1,134.0
New debt issued to repay outstanding borrowings of TRIP Warehouse Loan			1,032.0			1,032.0
Period of railcars leased from the Trusts under operating leases					22 years
Total assets	6,197.5	6,121.0			211.2
Cash					83.3
Railcars					95.2
Railcar Leasing and Management Services Group (Additional Textual) [Abstract]
Operating lease obligations guaranteed	28.2
Net book value of equipment securing capital lease obligations	50.3
Net book value of unpledged equipment	$ 621.9

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Employee Retirement Plans (Details Textual) (Defined benefit pension plans [Member], USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Defined benefit pension plans [Member]
Employee Retirement Plans (Textual) [Abstract]
Expected total contribution by the employer	$ 17.3		$ 17.3
Actual contribution by the employer	$ 4.1	$ 3.2	$ 10.2	$ 8.8

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Consolidated Statements of Operations (Unaudited) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Revenues:
Total Revenues	$ 1,028.4	$ 708.3	$ 1,953.7	$ 1,342.5
Cost of revenues:
Total cost of revenues	821.4	568.9	1,577.9	1,069.2
Selling, engineering, and administrative expenses:
Total selling, engineering, and administrative expenses	56.0	47.5	109.9	97.8
Gains on disposition of property, plant, and equipment:
Net gains on railcar lease fleet sales	1.6	0.4	5.3	1.5
Other	2.3	3.1	6.1	3.9
Total operating profit	154.9	95.4	277.3	180.9
Other (income) expense:
Interest income	(0.3)	(0.4)	(0.7)	(0.7)
Interest expense	47.9	43.8	95.8	88.3
Other, net	0	(0.6)	(3.0)	(1.1)
Nonoperating (income) expense, total	47.6	42.8	92.1	86.5
Income before income taxes	107.3	52.6	185.2	94.4
Provision for income taxes	39.8	21.0	65.4	37.2
Net income	67.5	31.6	119.8	57.2
Net income (loss) attributable to noncontrolling interest	(0.3)	1.6	(0.9)	3.0
Net income attributable to Trinity Industries, Inc.	67.8	30.0	120.7	54.2
Net income attributable to Trinity Industries, Inc. per common share:
Basic	$ 0.84	$ 0.37	$ 1.50	$ 0.68
Diluted	$ 0.84	$ 0.37	$ 1.50	$ 0.67
Weighted average number of shares outstanding:
Basic	77.7	77.4	77.7	77.2
Diluted	77.9	77.7	77.9	77.5
Dividends declared per common share	$ 0.11	$ 0.09	$ 0.20	$ 0.17
Manufacturing
Revenues:
Total Revenues	836.1	580.1	1,619.3	1,094.5
Cost of revenues:
Total cost of revenues	694.9	498.2	1,366.9	929.9
Selling, engineering, and administrative expenses:
Total selling, engineering, and administrative expenses	39.1	33.4	75.6	67.4
Leasing
Revenues:
Total Revenues	192.3	128.2	334.4	248.0
Cost of revenues:
Total cost of revenues	112.1	63.3	185.5	123.8
Selling, engineering, and administrative expenses:
Total selling, engineering, and administrative expenses	7.3	5.6	13.4	11.3
Other
Cost of revenues:
Total cost of revenues	14.4	7.4	25.5	15.5
Selling, engineering, and administrative expenses:
Total selling, engineering, and administrative expenses	$ 9.6	$ 8.5	$ 20.9	$ 19.1

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Fair Value Accounting (Details 1) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Recourse:
Less: unamortized discount	$ (93.8)	$ (99.8)
Total Recourse Debt	461.5	457.7
Non-recourse:
Total non-recourse debt	2,449.0	2,517.2
Total debt	2,910.5	2,974.9
Carrying Value [Member]
Recourse:
Convertible subordinated notes	450.0	450.0
Less: unamortized discount	(93.8)	(99.8)
Convertible subordinated notes, total	356.2	350.2
Capital lease obligations	47.2	48.6
Term loan	52.4	54.7
Other	5.7	4.2
Total Recourse Debt	461.5	457.7
Non-recourse:
2006 secured railcar equipment notes	262.6	269.3
Promissory notes	452.6	465.5
2009 secured railcar equipment notes	213.9	218.4
2010 secured railcar equipment notes	348.2	354.3
TILC warehouse facility	291.4	308.5
TRIP Holdings senior secured notes	61.2	61.2
TRIP Master Funding secured railcar equipment notes	819.1	840.0
Total non-recourse debt	2,449.0	2,517.2
Total debt	2,910.5	2,974.9
Estimated Fair Value [Member]
Recourse:
Convertible subordinated notes	450.2	439.4
Capital lease obligations	47.2	48.6
Term loan	55.6	55.7
Other	5.7	4.2
Total Recourse Debt	558.7	547.9
Non-recourse:
2006 secured railcar equipment notes	283.1	278.5
Promissory notes	433.8	448.6
2009 secured railcar equipment notes	242.1	228.6
2010 secured railcar equipment notes	354.8	333.1
TILC warehouse facility	291.4	308.5
TRIP Holdings senior secured notes	62.8	61.6
TRIP Master Funding secured railcar equipment notes	892.4	834.9
Total non-recourse debt	2,560.4	2,493.8
Total debt	$ 3,119.1	$ 3,041.7

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Consolidated Statements of Cash Flows (Unaudited) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Operating activities:
Net income	$ 119.8	$ 57.2
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	98.7	95.4
Stock-based compensation expense	12.5	9.4
Excess tax benefits from stock-based compensation	(1.2)	(0.3)
Provision for deferred income taxes	61.9	16.6
Net gains on sales of railcars owned more than one year at the time of sale	(5.3)	(1.5)
Gain on disposition of property, plant, equipment, and other assets	(6.1)	(3.9)
Other	5.5	6.6
Changes in assets and liabilities:
(Increase) decrease in receivables	49.4	(99.2)
(Increase) decrease in income tax receivable	(3.6)	3.0
(Increase) decrease in inventories	(100.0)	(138.4)
(Increase) decrease in other assets	(26.0)	(4.9)
Increase (decrease) in accounts payable	27.2	57.2
Increase (decrease) in accrued liabilities	(29.4)	(5.4)
Increase (decrease) in other liabilities	(4.9)	17.0
Net cash provided by operating activities	198.5	8.8
Investing activities:
(Increase) decrease in short-term marketable securities		116.0
Proceeds from sales of railcars owned more than one year at the time of sale	34.1	12.2
Proceeds from lease fleet sales - sale and leaseback	7.2
Proceeds from disposition of property, plant, equipment, and other assets	13.3	5.3
Capital expenditures - leasing, net of sold railcars owned one year or less	(172.5)	(151.9)
Capital expenditures - manufacturing and other	(36.8)	(24.6)
Acquisitions, net of cash acquired	0	(15.3)
Net cash required by investing activities	(154.7)	(58.3)
Financing activities:
Proceeds from issuance of common stock, net	1.4	1.6
Excess tax benefits from stock-based compensation	1.2	0.3
Payments to retire debt - other	(86.7)	(79.1)
Proceeds from issuance of debt	16.2	52.7
Deferred loan issuance costs		(5.9)
(Increase) decrease in restricted cash	21.4	1.8
Shares repurchased	(35.2)
Dividends paid to common shareholders	(14.5)	(12.7)
Other	(4.6)	(6.1)
Net cash required by financing activities	(100.8)	(47.4)
Net decrease in cash and cash equivalents	(57.0)	(96.9)
Cash and cash equivalents at beginning of period	351.1	354.0
Cash and cash equivalents at end of period	$ 294.1	$ 257.1

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Derivative Instruments (Details Textual) (USD $) In Millions, unless otherwise specified		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2012 Interest Rate Locks, 2005 to 2006 [Member]	Jun. 30, 2012 Interest Rate Locks, 2006 to 2007 [Member]	Jun. 30, 2012 Interest Rate Swap TRIP Master Funding Secured Railcar Equipment Notes [Member]	Jul. 31, 2011 Interest Rate Swap TRIP Master Funding Secured Railcar Equipment Notes [Member]
Derivative Instruments (Textual) [Abstract]
Interest rate swap, notional amount		$ 200.0	$ 370.0	$ 83.8	$ 94.1
Interest rate swaps being accounted for as cash flow hedges		4.5	24.5
Derivative Instruments (Additional Textual) [Abstract]
Additional interest expense expected to be recognized	5.9
Short term instruments with quarterly maturities	$ 0

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Warranties (Tables)

6 Months Ended

Jun. 30, 2012

Warranties / Contingencies [Abstract]

Changes in the accruals for warranties

	Three Months Ended June  30,						Six Months Ended June  30,
	2012			2011			2012			2011
	(in millions)
Beginning balance	$	14.5		$	12.7		$	13.5		$	13.2
Warranty costs incurred		(1.5	)		(1.4	)		(3.9	)		(2.7	)
Warranty originations and revisions		1.4			0.9			5.2			2.5
Warranty expirations		(0.6	)		(0.2	)		(1.0	)		(1.0	)
Ending balance	$	13.8		$	12.0		$	13.8		$	12.0

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Debt (Details 2) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012
Remaining principal payments under existing debt agreements
Remaining six months of 2012	$ 60.2
2013	217.6
2014	365.6
2015	110.5
2016	475.7
Thereafter	1,774.7
Manufacturing/Corporate Recourse [Member]
Remaining principal payments under existing debt agreements
Remaining six months of 2012	0.9
2013	1.7
2014	2.4
2015	0.2
2016	0.2
Thereafter	450.3
Leasing - capital lease obligations [Member]
Remaining principal payments under existing debt agreements
Remaining six months of 2012	1.4
2013	2.9
2014	3.1
2015	3.3
2016	3.5
Thereafter	33.0
Leasing - term loan [Member]
Remaining principal payments under existing debt agreements
Remaining six months of 2012	1.2
2013	3.0
2014	3.2
2015	3.5
2016	41.5
2006 secured railcar equipment notes [Member]
Remaining principal payments under existing debt agreements
Remaining six months of 2012	6.8
2013	15.1
2014	16.9
2015	18.6
2016	21.9
Thereafter	183.3
Promissory notes [Member]
Remaining principal payments under existing debt agreements
Remaining six months of 2012	14.1
2013	29.8
2014	26.9
2015	24.1
2016	357.7
2009 secured railcar equipment notes [Member]
Remaining principal payments under existing debt agreements
Remaining six months of 2012	4.7
2013	10.2
2014	9.9
2015	9.6
2016	6.5
Thereafter	173.0
2010 secured railcar equipment notes [Member]
Remaining principal payments under existing debt agreements
Remaining six months of 2012	6.6
2013	14.6
2014	14.0
2015	15.3
2016	15.0
Thereafter	282.7
TILC warehouse facility [Member]
Remaining principal payments under existing debt agreements
Remaining six months of 2012	4.4
2013	8.2
2014	4.4
TRIP Holdings senior secured notes - Total outstanding [Member]
Remaining principal payments under existing debt agreements
2014	170.0
TRIP Holdings senior secured notes - Less: owned by Trinity [Member]
Remaining principal payments under existing debt agreements
2014	(108.8)
TRIP Holdings senior secured notes [Member]
Remaining principal payments under existing debt agreements
2014	61.2
TRIP Master Funding secured railcar equipment notes [Member]
Remaining principal payments under existing debt agreements
Remaining six months of 2012	20.1
2013	41.1
2014	40.2
2015	35.9
2016	29.4
Thereafter	652.4
TILC warehouse facility - Termination Payments [Member]
Remaining principal payments under existing debt agreements
2013	91.0
2014	$ 183.4

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Accumulated Other Comprehensive Loss

6 Months Ended

Jun. 30, 2012

Accumulated Other Comprehensive Loss [Abstract]

Accumulated Other Comprehensive Loss

Note 15. Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss for the six months ended June 30, 2012 are as follows:

	Currency translation adjustments			Unrealized loss on derivative financial instruments			Funded status of pension liability			Accumulated Other Comprehensive Loss
	(in millions)
Balance at December 31, 2011	$	(17.1	)	$	(46.2	)	$	(70.7	)	$	(134.0	)
Other comprehensive income		0.6			3.9			1.1			5.6
Balance at June 30, 2012, net of tax expense (benefit) of $0.2, $(32.2), $(41.0) and $(73.0)	$	(16.5	)	$	(42.3	)	$	(69.6	)	$	(128.4	)

See Note 7 Derivative Instruments for information on the reclassification of amounts in accumulated other comprehensive loss into earnings.

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Debt (Tables)

6 Months Ended

Jun. 30, 2012

Debt [Abstract]

Components of debt

	June 30,			December 31,
	2012			2011
				(as reported)
	(in millions)
Manufacturing/Corporate – Recourse:
Revolving credit facility	$	—		$	—
Convertible subordinated notes		450.0			450.0
Less: unamortized discount		(93.8	)		(99.8	)
		356.2			350.2
Other		5.7			4.2
		361.9			354.4
Leasing – Recourse:
Capital lease obligations		47.2			48.6
Term loan		52.4			54.7
		99.6			103.3
Total recourse debt		461.5			457.7
Leasing – Non-recourse:
2006 secured railcar equipment notes		262.6			269.3
Promissory notes		452.6			465.5
2009 secured railcar equipment notes		213.9			218.4
2010 secured railcar equipment notes		348.2			354.3
TILC warehouse facility		291.4			308.5
TRIP Holdings senior secured notes:
Total outstanding		170.0			170.0
Less: owned by Trinity		(108.8	)		(108.8	)
		61.2			61.2
TRIP Master Funding secured railcar equipment notes		819.1			840.0
Total non–recourse debt		2,449.0			2,517.2
Total debt	$	2,910.5		$	2,974.9

Total interest expenses recognized on the convertible subordinated notes

	Three Months Ended June 30,				Six Months Ended June  30,
	2012		2011		2012		2011
	(in millions)
Coupon rate interest	$	4.3	$	4.3	$	8.7	$	8.7
Amortized debt discount		3.0		2.8		6.0		5.5
	$	7.3	$	7.1	$	14.7	$	14.2

Remaining principal payments under existing debt agreements

	Remaining six months of 2012		2013		2014			2015		2016		Thereafter
	(in millions)
Recourse:
Manufacturing/Corporate	$	0.9	$	1.7	$	2.4		$	0.2	$	0.2	$	450.3
Leasing – capital lease obligations (Note 5)		1.4		2.9		3.1			3.3		3.5		33.0
Leasing – term loan (Note 5)		1.2		3.0		3.2			3.5		41.5		—
Non-recourse – leasing (Note 5):
2006 secured railcar equipment notes		6.8		15.1		16.9			18.6		21.9		183.3
Promissory notes		14.1		29.8		26.9			24.1		357.7		—
2009 secured railcar equipment notes		4.7		10.2		9.9			9.6		6.5		173.0
2010 secured railcar equipment notes		6.6		14.6		14.0			15.3		15.0		282.7
TILC warehouse facility		4.4		8.2		4.4			—		—		—
TRIP Holdings senior secured notes:
Total outstanding		—		—		170.0			—		—		—
Less: owned by Trinity		—		—		(108.8	)		—		—		—
						61.2
TRIP Master Funding secured railcar equipment notes		20.1		41.1		40.2			35.9		29.4		652.4
Facility termination payments:
TILC warehouse facility		—		91.0		183.4			—		—		—
Total principal payments	$	60.2	$	217.6	$	365.6		$	110.5	$	475.7	$	1,774.7

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Earnings Per Common Share

6 Months Ended

Jun. 30, 2012

Earnings Per Common Share [Abstract]

Earnings Per Common Share

Note 17. Earnings Per Common Share

Basic net income attributable to Trinity Industries, Inc. per common share is computed by dividing net income attributable to Trinity remaining after allocation to unvested restricted shares by the weighted average number of basic common shares outstanding for the period. Except when the effect would be antidilutive, the calculation of diluted net income attributable to Trinity per common share includes the net impact of unvested restricted shares and shares that could be issued under outstanding stock options. Total weighted average restricted shares and antidilutive stock options were 3.3 million shares and 3.2 million shares for the three and six month periods ended June 30, 2012, respectively. Total weighted average restricted shares and antidilutive stock options were 3.0 million shares for the three and six month periods ended June 30, 2011.

The computation of basic and diluted net income attributable to Trinity Industries, Inc. is as follows:

	Three Months Ended June 30, 2012							Three Months Ended June 30, 2011
	(in millions, except per share amounts)
	Income (Loss)			Average Shares		EPS		Income (Loss)			Average Shares		EPS
Net income attributable to Trinity Industries, Inc.	$	67.8						$	30.0
Unvested restricted share participation		(2.3	)						(1.0	)
Net income attributable to Trinity Industries, Inc. – basic		65.5			77.7	$	0.84		29.0			77.4	$	0.37
Effect of dilutive securities:
Stock options		—			0.2				—			0.3
Net income attributable to Trinity Industries, Inc. – diluted	$	65.5			77.9	$	0.84	$	29.0			77.7	$	0.37

	Six Months Ended June 30, 2012							Six Months Ended June 30, 2011
	(in millions, except per share amounts)
	Income (Loss)			Average Shares		EPS		Income (Loss)			Average Shares		EPS
Net income attributable to Trinity Industries, Inc.	$	120.7						$	54.2
Unvested restricted share participation		(4.0	)						(1.9	)
Net income attributable to Trinity Industries, Inc. – basic		116.7			77.7	$	1.50		52.3			77.2	$	0.68
Effect of dilutive securities:
Stock options		—			0.2				—			0.3
Net income attributable to Trinity Industries, Inc. – diluted	$	116.7			77.9	$	1.50	$	52.3			77.5	$	0.67

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Income Taxes (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Reconciliation between the statutory United States federal income tax rate and the Company's effective income tax rate
Statutory rate	35.00%	35.00%	35.00%	35.00%
State taxes	2.00%	2.60%	2.00%	2.50%
Tax settlements	0.00%	0.00%	(1.20%)	0.00%
Changes in tax reserves	(0.20%)	0.80%	(0.10%)	1.00%
Foreign tax adjustments	(0.10%)	(0.60%)	(0.10%)	(0.60%)
Other, net	0.40%	2.10%	(0.30%)	1.50%
Effective rate	37.10%	39.90%	35.30%	39.40%

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Consolidated Statement of Stockholders' Equity (Unaudited) (USD $) In Millions, except Share data	Total	Common Stock	Capital in Excess of Par Value	Retained Earnings	Accumulated Other Comprehensive Loss	Treasury Stock	Trinity Stockholders' Equity	Noncontrolling Interest
Beginning Balance at Dec. 31, 2011	$ 1,948.3	$ 81.7	$ 626.5	$ 1,314.7	$ (134.0)	$ (25.1)	$ 1,863.8	$ 84.5
Beginning Balance, Shares at Dec. 31, 2011		81,700,000				(1,500,000)
Net income	119.8			120.7			120.7	(0.9)
Other comprehensive income	6.3				5.6		5.6	0.7
Cash dividends on common stock	(16.0)			(16.0)			(16.0)
Restricted shares issued, net	9.4		10.7			(1.3)	9.4
Restricted shares issued, net, Shares						400,000
Shares repurchased	(41.2)					(41.2)	(41.2)
Shares repurchased, Shares	(1,692,229)					(1,700,000)
Stock options exercised	1.4		0.7			0.7	1.4
Stock options exercised, Shares						100,000
Stock-based compensation expense	0.2		0.2				0.2
Ending Balance at Jun. 30, 2012	$ 2,028.2	$ 81.7	$ 638.1	$ 1,419.4	$ (128.4)	$ (66.9)	$ 1,943.9	$ 84.3
Ending Balance, Shares at Jun. 30, 2012		81,700,000				(2,700,000)

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Consolidated Statements of Comprehensive Income (Unaudited) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Consolidated Statements of Comprehensive Income [Abstract]
Net income	$ 67.5	$ 31.6	$ 119.8	$ 57.2
Unrealized loss on derivative financial instruments:
Unrealized gain (loss) arising during the period	0.3	(12.5)	3.0	1.8
Reclassification adjustments for losses included in net income	2.2	0.9	4.5	1.7
Currency translation adjustment - reclassification adjustment for loss included in net income	1.1	(0.1)	1.1	(0.1)
Funded status of pension liability - amortization of actuarial loss	0.8		1.7
Other comprehensive income (loss), before tax	4.4	(11.7)	10.3	3.4
Income tax expense (benefit) related to components of other comprehensive income (loss)	1.6	(4.3)	4.0	1.1
Other comprehensive income (loss), net of tax	2.8	(7.4)	6.3	2.3
Comprehensive income	70.3	24.2	126.1	59.5
Less: comprehensive income (loss) attributable to noncontrolling interest	(0.1)	(0.3)	(0.2)	3.4
Comprehensive income attributable to Trinity Industries, Inc.	$ 70.4	$ 24.5	$ 126.3	$ 56.1

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Warranties

6 Months Ended

Jun. 30, 2012

Warranties / Contingencies [Abstract]

Warranties

Note 10. Warranties

The changes in the accruals for warranties for the three and six month periods ended June 30, 2012 and 2011 are as follows:

	Three Months Ended June  30,						Six Months Ended June  30,
	2012			2011			2012			2011
	(in millions)
Beginning balance	$	14.5		$	12.7		$	13.5		$	13.2
Warranty costs incurred		(1.5	)		(1.4	)		(3.9	)		(2.7	)
Warranty originations and revisions		1.4			0.9			5.2			2.5
Warranty expirations		(0.6	)		(0.2	)		(1.0	)		(1.0	)
Ending balance	$	13.8		$	12.0		$	13.8		$	12.0

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Document and Entity Information	6 Months Ended
	Jun. 30, 2012	Jul. 13, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	TRINITY INDUSTRIES INC
Entity Central Index Key	0000099780
Document Type	10-Q
Document Period End Date	Jun. 30, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		79,002,339

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Debt

6 Months Ended

Jun. 30, 2012

Debt [Abstract]

Debt

Note 11. Debt

The following table summarizes the components of debt as of June 30, 2012 and December 31, 2011:

	June 30,			December 31,
	2012			2011
				(as reported)
	(in millions)
Manufacturing/Corporate – Recourse:
Revolving credit facility	$	—		$	—
Convertible subordinated notes		450.0			450.0
Less: unamortized discount		(93.8	)		(99.8	)
		356.2			350.2
Other		5.7			4.2
		361.9			354.4
Leasing – Recourse:
Capital lease obligations		47.2			48.6
Term loan		52.4			54.7
		99.6			103.3
Total recourse debt		461.5			457.7
Leasing – Non-recourse:
2006 secured railcar equipment notes		262.6			269.3
Promissory notes		452.6			465.5
2009 secured railcar equipment notes		213.9			218.4
2010 secured railcar equipment notes		348.2			354.3
TILC warehouse facility		291.4			308.5
TRIP Holdings senior secured notes:
Total outstanding		170.0			170.0
Less: owned by Trinity		(108.8	)		(108.8	)
		61.2			61.2
TRIP Master Funding secured railcar equipment notes		819.1			840.0
Total non–recourse debt		2,449.0			2,517.2
Total debt	$	2,910.5		$	2,974.9

We have a $425.0 million unsecured revolving credit facility that matures on October 20, 2016. As of June 30, 2012, we had letters of credit issued under our revolving credit facility in an aggregate principal amount of $70.9 million, leaving $354.1 million available for borrowing. Other than these letters of credit, there were no borrowings under our revolving credit facility as of June 30, 2012, or for the six month period then ended. Of the outstanding letters of credit as of June 30, 2012, a total of $0.7 million is expected to expire in 2012 and the remainder in 2013. The majority of our letters of credit obligations supports the Company’s various insurance programs and generally renews each year. Trinity’s revolving credit facility requires the maintenance of ratios related to minimum interest coverage for the leasing and manufacturing operations and maximum leverage. Borrowings under the credit facility bear interest at Libor plus 150.0 basis points or prime plus 50.0 basis points. As of June 30, 2012, we were in compliance with all such financial covenants.

The Company’s 3 7/8% convertible subordinated notes are recorded net of unamortized discount to reflect their underlying economics by capturing the value of the conversion option as borrowing costs. As of June 30, 2012 and December 31, 2011, capital in excess of par value included $92.8 million related to the estimated value of the Convertible Subordinated Notes’ conversion options, in accordance with ASC 470-20. Debt discount recorded in the consolidated balance sheet is being amortized through June 1, 2018 to yield an effective annual interest rate of 8.42% based upon the estimated market interest rate for comparable non-convertible debt as of the issuance date of the Convertible Subordinated Notes. Total interest expense recognized on the Convertible Subordinated Notes for the three and six months ended June 30, 2012 and 2011 is as follows:

	Three Months Ended June 30,				Six Months Ended June  30,
	2012		2011		2012		2011
	(in millions)
Coupon rate interest	$	4.3	$	4.3	$	8.7	$	8.7
Amortized debt discount		3.0		2.8		6.0		5.5
	$	7.3	$	7.1	$	14.7	$	14.2

At June 30, 2012, the Convertible Subordinated Notes were convertible at a price of $51.31 per share resulting in 8,770,220 issuable shares. As of June 30, 2012, if the Convertible Subordinated Notes had been converted, no shares would have been issued since the trading price of the Company’s common stock was below the conversion price of the Convertible Subordinated Notes. The Company has not entered into any derivatives transactions associated with these notes.

The $475.0 million TILC warehouse loan facility, established to finance railcars owned by TILC, had $291.4 million outstanding and $183.6 million available as of June 30, 2012. The warehouse loan is a non-recourse obligation secured by a portfolio of railcars and operating leases, certain cash reserves, and other assets acquired and owned by the warehouse loan facility. The principal and interest of this indebtedness are paid from the cash flows of the underlying leases. Advances under the facility bear interest at a defined index rate plus a margin, for an all-in interest rate of 2.27% at June 30, 2012. The warehouse loan facility matures in February 2013. Amounts outstanding at maturity, absent renewal, will be payable in three installments in August 2013, February 2014, and August 2014.

Terms and conditions of other debt, including recourse and non-recourse provisions, are described in Note 11 of the December 31, 2011 Consolidated Financial Statements filed on Form 10-K.

The remaining principal payments under existing debt agreements as of June 30, 2012 are as follows:

	Remaining six months of 2012		2013		2014			2015		2016		Thereafter
	(in millions)
Recourse:
Manufacturing/Corporate	$	0.9	$	1.7	$	2.4		$	0.2	$	0.2	$	450.3
Leasing – capital lease obligations (Note 5)		1.4		2.9		3.1			3.3		3.5		33.0
Leasing – term loan (Note 5)		1.2		3.0		3.2			3.5		41.5		—
Non-recourse – leasing (Note 5):
2006 secured railcar equipment notes		6.8		15.1		16.9			18.6		21.9		183.3
Promissory notes		14.1		29.8		26.9			24.1		357.7		—
2009 secured railcar equipment notes		4.7		10.2		9.9			9.6		6.5		173.0
2010 secured railcar equipment notes		6.6		14.6		14.0			15.3		15.0		282.7
TILC warehouse facility		4.4		8.2		4.4			—		—		—
TRIP Holdings senior secured notes:
Total outstanding		—		—		170.0			—		—		—
Less: owned by Trinity		—		—		(108.8	)		—		—		—
						61.2
TRIP Master Funding secured railcar equipment notes		20.1		41.1		40.2			35.9		29.4		652.4
Facility termination payments:
TILC warehouse facility		—		91.0		183.4			—		—		—
Total principal payments	$	60.2	$	217.6	$	365.6		$	110.5	$	475.7	$	1,774.7

XML

Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Assets
Cash and cash equivalents	$ 294.1	$ 351.1
Receivables, net of allowance	334.9	384.3
Income tax receivable	5.2	1.6
Inventories:
Raw materials and supplies	385.4	324.8
Work in process	143.0	125.6
Finished goods	121.5	99.5
Total inventories	649.9	549.9
Restricted cash, including TRIP Holdings of $59.5 and $74.6	218.9	240.3
Property, plant, and equipment, at cost, including TRIP Holdings of $1,271.3 and $1,257.7	5,560.2	5,407.9
Less accumulated depreciation, including TRIP Holdings of $137.3 and $122.7	(1,309.0)	(1,228.4)
Property, Plant and Equipment, net	4,251.2	4,179.5
Goodwill	226.6	225.9
Other assets	216.7	188.4
Total assets	6,197.5	6,121.0
Liabilities and Stockholders' Equity
Accounts payable	234.6	207.4
Accrued liabilities	394.1	421.3
Debt:
Recourse, net of unamortized discount of $93.8 and $99.8	461.5	457.7
Non-recourse:
Parent and wholly-owned subsidiaries	1,568.7	1,616.0
TRIP Holdings	880.3	901.2
Total debt	2,910.5	2,974.9
Deferred income	37.9	38.7
Deferred income taxes	504.5	434.7
Other liabilities	87.7	95.7
Total liabilities	4,169.3	4,172.7
Stockholders' equity:
Preferred stock - 1.5 shares authorized and unissued
Common stock - 200.0 shares authorized	81.7	81.7
Capital in excess of par value	638.1	626.5
Retained earnings	1,419.4	1,314.7
Accumulated other comprehensive loss	(128.4)	(134.0)
Treasury stock	(66.9)	(25.1)
Total stockholders' equity	1,943.9	1,863.8
Noncontrolling interest	84.3	84.5
Total stockholders' equity including portion attributable to noncontrolling interest	2,028.2	1,948.3
Total liabilities and stockholders' equity	$ 6,197.5	$ 6,121.0

XML

Railcar Leasing and Management Services Group

6 Months Ended

Jun. 30, 2012

Segment Information / Railcar Leasing and Management Services Group [Abstract]

Railcar Leasing and Management Services Group

Note 5. Railcar Leasing and Management Services Group

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

	June 30, 2012
	Leasing Group
	Wholly- Owned Subsidiaries			TRIP Holdings			Manufacturing/ Corporate			Total
	(in millions, unaudited)
Cash and cash equivalents	$	2.2		$	—		$	291.9		$	294.1
Property, plant, and equipment, net	$	3,148.0		$	1,134.0		$	503.7		$	4,785.7
Net deferred profit on railcars sold to the Leasing Group		(349.7	)		(184.8	)		—			(534.5	)
	$	2,798.3		$	949.2		$	503.7		$	4,251.2
Restricted cash	$	159.4		$	59.5		$	—		$	218.9
Debt:
Recourse	$	99.6		$	—		$	455.7		$	555.3
Less: unamortized discount		—			—			(93.8	)		(93.8	)
		99.6			—			361.9			461.5
Non-recourse		1,568.7			989.1			—			2,557.8
Less: non-recourse debt owned by Trinity		—			(108.8	)		—			(108.8	)
Total debt	$	1,668.3		$	880.3		$	361.9		$	2,910.5
Net deferred tax liabilities	$	579.5		$	4.4		$	(79.4	)	$	504.5

	December 31, 2011
	Leasing Group
	Wholly- Owned Subsidiaries			TRIP Holdings			Manufacturing/ Corporate			Total
	(in millions)
Cash and cash equivalents	$	3.2		$	—		$	347.9		$	351.1
Property, plant, and equipment, net	$	3,066.0		$	1,135.0		$	510.0		$	4,711.0
Net deferred profit on railcars sold to the Leasing Group		(344.5	)		(187.0	)		—			(531.5	)
	$	2,721.5		$	948.0		$	510.0		$	4,179.5
Restricted cash	$	165.7		$	74.6		$	—		$	240.3
Debt:
Recourse	$	103.3		$	—		$	454.2		$	557.5
Less: unamortized discount		—			—			(99.8	)		(99.8	)
		103.3			—			354.4			457.7
Non-recourse		1,616.0			1,010.0			—			2,626.0
Less: non-recourse debt owned by Trinity		—			(108.8	)		—			(108.8	)
Total debt	$	1,719.3		$	901.2		$	354.4		$	2,974.9
Net deferred tax liabilities	$	582.4		$	4.7		$	(152.4	)	$	434.7

See Note 6 Investment in TRIP Holdings and Note 11 Debt for a further discussion regarding the Company’s investment in TRIP Holdings and TRIP Holdings’ debt.

	Three Months Ended June 30,									Six Months Ended June 30,
	2012			2011			Percent			2012			2011			Percent
	($ in millions)						Change			($ in millions)						Change
Revenues:
Wholly owned subsidiaries:
Leasing and management	$	102.2		$	92.9			10.0	%	$	200.5		$	183.2			9.4	%
Railcar sales (1)		62.2			6.6			*			77.1			6.6			*
		164.4			99.5			65.2			277.6			189.8			46.3
TRIP Holdings:
Leasing and management		29.8			28.7			3.8			58.9			58.2			1.2
Railcar sales (1)		—			—			—			—			—			—
		29.8			28.7			3.8			58.9			58.2			1.2
Total revenues	$	194.2		$	128.2			51.5		$	336.5		$	248.0			35.7
Operating Profit:
Wholly owned subsidiaries:
Leasing and management	$	44.0		$	39.5					$	87.1		$	76.0
Railcar sales (1):
Railcars owned one year or less at the time of sale		13.5			3.0						16.4			3.0
Railcars owned more than one year at the time of sale		1.6			0.4						5.7			1.4
		59.1			42.9						109.2			80.4
TRIP Holdings:
Leasing and management		17.3			16.8						34.1			33.9
Railcar sales (1):
Railcars owned one year or less at the time of sale		—			—						—			—
Railcars owned more than one year at the time of sale		—			—						(0.4	)		0.1
		17.3			16.8						33.7			34.0
Total operating profit	$	76.4		$	59.7					$	142.9		$	114.4
Operating profit margin:
Leasing and management		46.4	%		46.3	%					46.7	%		45.5	%
Railcar sales (1)		*			*						*			*
Total operating profit margin		39.3			46.6						42.5			46.1
Interest and rent expense (2):
Rent expense	$	12.8		$	12.2					$	25.5		$	24.3
Interest expense:
Wholly-owned subsidiaries	$	24.3		$	25.4					$	48.9		$	50.6
TRIP Holdings:
External		15.0			10.8						30.2			22.3
Intercompany		3.2			—						6.5			—
		18.2			10.8						36.7			22.3
Total interest expense	$	42.5		$	36.2					$	85.6		$	72.9

^*  Not meaningful

⁽¹⁾  Effective December 31, 2011, the Company adopted the emerging industry policy of recognizing revenue from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet which have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. Prior year reported balances have been reclassified to conform to this policy.

⁽²⁾  Rent expense is a component of operating profit. Interest expense is not a component of operating profit and includes the effect of hedges. Intercompany interest expense arises from Trinity’s ownership of a portion of TRIP Holdings’ Senior Secured Notes and is eliminated in consolidation. See Note 11 Debt.

Equipment consists primarily of railcars leased by third parties. The Leasing Group purchases equipment manufactured predominantly by the Rail Group and enters into lease contracts with third parties with terms generally ranging between one and twenty years. The Leasing Group primarily enters into operating leases. Future contractual minimum rental revenues on leases are as follows:

	Remaining six months of 2012		2013		2014		2015		2016		Thereafter		Total
	(in millions)
Wholly-owned subsidiaries	$	140.8	$	239.8	$	187.4	$	146.1	$	110.5	$	219.0	$	1,043.6
TRIP Holdings		47.7		75.6		54.4		44.4		37.3		64.8		324.2
	$	188.5	$	315.4	$	241.8	$	190.5	$	147.8	$	283.8	$	1,367.8

Debt. The Leasing Group’s debt at June 30, 2012 consisted of both recourse and non-recourse debt. As of June 30, 2012, Trinity’s wholly-owned subsidiaries included in the Leasing Group held equipment with a net book value of approximately $2,430.8 million that is pledged as collateral for Leasing Group debt held by those subsidiaries, including equipment with a net book value of $50.3 million securing capital lease obligations. The net book value of unpledged equipment at June 30, 2012 was $621.9 million. See Note 11 Debt regarding Leasing Group debt.

TRIP Holdings. Debt owed by TRIP Holdings and its subsidiaries is nonrecourse to Trinity and TILC and is secured solely by the consolidated assets of TRIP Holdings and the equity interests of TRIP Holdings. In July 2011, TRIP Holdings and its newly-formed subsidiary, TRIP Master Funding, issued $1,032.0 million in new debt and repaid all of the outstanding borrowings of the existing TRIP Warehouse Loan. TRIP Master Funding equipment with a net book value of $1,134.0 million, excluding deferred profit resulting from the sale of railcars to TRIP Master Funding, is pledged as collateral for the TRIP Master Funding debt. See Note 6 Investment in TRIP Holdings for a description of TRIP Holdings.

Off Balance Sheet Arrangements. In prior years, the Leasing Group completed a series of financing transactions whereby railcars were sold to one or more separate independent owner trusts (“Trusts”). Each of the Trusts financed the purchase of the railcars with a combination of debt and equity. In each transaction, the equity participant in the Trust is considered to be the primary beneficiary of the Trust and therefore, the debt related to the Trust is not included as part of the consolidated financial statements. The Leasing Group, through newly formed, wholly-owned, qualified subsidiaries, leased railcars from the Trusts under operating leases with terms of 22 years, and subleased the railcars to independent third-party customers under shorter term operating rental agreements.

These Leasing Group subsidiaries had total assets as of June 30, 2012 of $211.2 million, including cash of $83.3 million and railcars of $95.2 million. The right, title, and interest in each sublease, cash, and railcars are pledged to collateralize the lease obligations to the Trusts and are included in the consolidated financial statements of the Company. Trinity does not guarantee the performance of the subsidiaries’ lease obligations. Certain ratios and cash deposits must be maintained by the Leasing Group’s subsidiaries in order for excess cash flow, as defined in the agreements, from the lease to third parties to be available to Trinity. Future operating lease obligations of the Leasing Group’s subsidiaries as well as future contractual minimum rental revenues related to these leases due to the Leasing Group are as follows:

	Remaining six months  of 2012		2013		2014		2015		2016		Thereafter		Total
	(in millions)
Future operating lease obligations of Trusts’ railcars	$	22.7	$	45.6	$	44.8	$	43.1	$	40.1	$	341.3	$	537.6
Future contractual minimum rental revenues of Trusts’ railcars	$	30.3	$	47.2	$	32.0	$	23.9	$	16.2	$	27.1	$	176.7

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

	Remaining six months  of 2012		2013		2014		2015		2016		Thereafter		Total
	(in millions)
Future operating lease obligations	$	4.5	$	8.9	$	8.8	$	8.8	$	8.6	$	38.0	$	77.6
Future contractual minimum rental revenues	$	5.3	$	10.2	$	9.3	$	6.0	$	5.0	$	7.6	$	43.4

Operating lease obligations totaling $28.2 million are guaranteed by Trinity Industries, Inc. and certain subsidiaries. See Note 5 of the December 31, 2011 Consolidated Financial Statements filed on Form 10-K for a detailed explanation of these financing transactions.

XML

Segment Information

6 Months Ended

Jun. 30, 2012

Segment Information / Railcar Leasing and Management Services Group [Abstract]

Segment Information

Note 4. Segment Information

The Company reports operating results in five principal business segments: (1) the Rail Group, which manufactures and sells railcars and related parts and components; (2) the Construction Products Group, which manufactures and sells highway products and concrete and aggregates; (3) the Inland Barge Group, which manufactures and sells barges and related products for inland waterway services; (4) the Energy Equipment Group, which manufactures and sells products for energy related businesses, including structural wind towers, tank containers and tank heads for pressure and non-pressure vessels, frac tanks, and utility, traffic, and lighting structures; and (5) the Railcar Leasing and Management Services Group (“Leasing Group”), which provides fleet management, maintenance, and leasing services. The segment All Other includes our captive insurance and transportation companies; legal, environmental, and maintenance costs associated with non-operating facilities; other peripheral businesses; and the change in market valuation related to ineffective commodity hedges. Gains and losses from the sale of property, plant, and equipment which are related to manufacturing and dedicated to the specific manufacturing operations of a particular segment are included in operating profit of that respective segment. Gains and losses from the sale of property, plant, and equipment that can be utilized by multiple segments are included in operating profit of the All Other segment.

Sales and related net profits from the Rail Group to the Leasing Group are recorded in the Rail Group and eliminated in consolidation. Sales between these groups are recorded at prices comparable to those charged to external customers taking into consideration quantity, features, and production demand. Amortization of deferred profit on railcars sold to the Leasing Group is included in the operating profits of the Leasing Group. Sales of railcars from the lease fleet are included in the Leasing Group.

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

Three Months Ended June 30, 2012

	Revenues								Operating
									Profit
	External		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	380.2	$	136.7		$	516.9		$	53.0
Construction Products Group		151.6		5.2			156.8			15.2
Inland Barge Group		173.9		—			173.9			36.6
Energy Equipment Group		126.6		4.1			130.7			4.0
Railcar Leasing and Management Services Group		192.3		1.9			194.2			76.4
All Other		3.8		17.0			20.8			(6.3	)
Corporate		—		—			—			(9.6	)
Eliminations – Lease subsidiary		—		(132.3	)		(132.3	)		(12.2	)
Eliminations – Other		—		(32.6	)		(32.6	)		(2.2	)
Consolidated Total	$	1,028.4	$	—		$	1,028.4		$	154.9

Three Months Ended June 30, 2011

	Revenues								Operating
									Profit
	External		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	197.3	$	83.4		$	280.7		$	15.4
Construction Products Group		148.0		1.3			149.3			16.1
Inland Barge Group		117.8		—			117.8			19.1
Energy Equipment Group		115.1		2.4			117.5			1.2
Railcar Leasing and Management Services Group		128.2		—			128.2			59.7
All Other		1.9		12.4			14.3			(0.2	)
Corporate		—		—			—			(8.4	)
Eliminations – Lease subsidiary		—		(79.5	)		(79.5	)		(7.1	)
Eliminations – Other		—		(20.0	)		(20.0	)		(0.4	)
Consolidated Total	$	708.3	$	—		$	708.3		$	95.4

Six Months Ended June 30, 2012

	Revenues								Operating
									Profit
	External		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	721.4	$	262.6		$	984.0		$	93.1
Construction Products Group		301.2		10.6			311.8			26.0
Inland Barge Group		343.3		—			343.3			66.6
Energy Equipment Group		246.7		9.0			255.7			0.2
Railcar Leasing and Management Services Group		334.4		2.1			336.5			142.9
All Other		6.7		29.8			36.5			(5.1	)
Corporate		—		—			—			(21.2	)
Eliminations – Lease subsidiary		—		(254.9	)		(254.9	)		(23.1	)
Eliminations – Other		—		(59.2	)		(59.2	)		(2.1	)
Consolidated Total	$	1,953.7	$	—		$	1,953.7		$	277.3

Six Months Ended June 30, 2011

	Revenues								Operating
									Profit
	External		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	328.3	$	172.2		$	500.5		$	24.7
Construction Products Group		278.1		4.8			282.9			24.4
Inland Barge Group		255.7		—			255.7			40.8
Energy Equipment Group		228.3		7.9			236.2			11.7
Railcar Leasing and Management Services Group		248.0		—			248.0			114.4
All Other		4.1		23.3			27.4			(0.5	)
Corporate		—		—			—			(19.1	)
Eliminations – Lease subsidiary		—		(164.9	)		(164.9	)		(15.2	)
Eliminations – Other		—		(43.3	)		(43.3	)		(0.3	)
Consolidated Total	$	1,342.5	$	—		$	1,342.5		$	180.9

Effective December 31, 2011, the Company adopted the emerging industry policy of recognizing revenue from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet which have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. Prior year reported balances have been reclassified to conform to this policy.

XML

Stock-Based Compensation

6 Months Ended

Jun. 30, 2012

Stock-Based Compensation [Abstract]

Stock-Based Compensation

Note 16. Stock-Based Compensation

Stock-based compensation totaled approximately $5.6 million and $12.5 million for the three and six months ended June 30, 2012, respectively. Stock-based compensation totaled approximately $4.1 million and $9.4 million for the three and six months ended June 30, 2011, respectively.

XML

Other, Net

6 Months Ended

Jun. 30, 2012

Other, Net [Abstract]

Other, Net

Note 12. Other, Net

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

	Three Months Ended June  30,						Six Months Ended June  30,
	2012			2011			2012			2011
	(in millions)
Foreign currency exchange transactions	$	0.6		$	(0.2	)	$	(1.4	)	$	0.1
Gain on equity investments		(0.0	)		(0.0	)		(0.1	)		(0.5	)
Other		(0.6	)		(0.4	)		(1.5	)		(0.7	)
Other, net	$	(0.0	)	$	(0.6	)	$	(3.0	)	$	(1.1	)

XML

Property, Plant, and Equipment

6 Months Ended

Jun. 30, 2012

Property, Plant, and Equipment [Abstract]

Property, Plant, and Equipment

Note 8. Property, Plant, and Equipment

The following table summarizes the components of property, plant, and equipment as of June 30, 2012 and December 31, 2011.

	June 30,			December 31,
	2012			2011
				(as reported)
	(in millions)
Manufacturing/Corporate:
Land	$	41.5		$	41.6
Buildings and improvements		434.5			429.7
Machinery and other		753.7			758.7
Construction in progress		23.1			12.8
		1,252.8			1,242.8
Less accumulated depreciation		(749.1	)		(732.8	)
		503.7			510.0
Leasing:
Wholly-owned subsidiaries:
Machinery and other		9.5			9.6
Equipment on lease		3,561.1			3,429.3
		3,570.6			3,438.9
Less accumulated depreciation		(422.6	)		(372.9	)
		3,148.0			3,066.0
TRIP Holdings:
Equipment on lease		1,271.3			1,257.7
Less accumulated depreciation		(137.3	)		(122.7	)
		1,134.0			1,135.0
Net deferred profit on railcars sold to the Leasing Group
Sold to wholly-owned subsidiaries		(349.7	)		(344.5	)
Sold to TRIP Holdings		(184.8	)		(187.0	)
	$	4,251.2		$	4,179.5

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Property, Plant, and Equipment (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Components of property, plant, and equipment
Property, plant and equipment of TRIP Holdings	$ 5,560.2	$ 5,407.9
Less accumulated depreciation, including TRIP Holdings of $137.3 and $122.7	(1,309.0)	(1,228.4)
Property plant and equipment net before adjustment to Net deferred profit	4,785.7	4,711.0
Property, plant and equipment, total	4,251.2	4,179.5
TRIP Holdings [Member]
Components of property, plant, and equipment
Property, plant and equipment of TRIP Holdings	1,271.3	1,257.7
Less accumulated depreciation, including TRIP Holdings of $137.3 and $122.7	(137.3)	(122.7)
Manufacturing/Corporate [Member]
Components of property, plant, and equipment
Property, plant and equipment of TRIP Holdings	1,252.8	1,242.8
Less accumulated depreciation, including TRIP Holdings of $137.3 and $122.7	(749.1)	(732.8)
Property plant and equipment net before adjustment to Net deferred profit	503.7	510.0
Property, plant and equipment, total	503.7	510.0
Leasing Group [Member] | TRIP Holdings [Member]
Components of property, plant, and equipment
Less accumulated depreciation, including TRIP Holdings of $137.3 and $122.7	(137.3)	(122.7)
Property plant and equipment net before adjustment to Net deferred profit	1,134.0	1,135.0
Net deferred profit on railcars sold to the Leasing Group	(184.8)	(187.0)
Property, plant and equipment, total	949.2	948.0
Leasing Group [Member] | Wholly Owned Subsidiaries [Member]
Components of property, plant, and equipment
Property, plant and equipment of TRIP Holdings	3,570.6	3,438.9
Less accumulated depreciation, including TRIP Holdings of $137.3 and $122.7	(422.6)	(372.9)
Property plant and equipment net before adjustment to Net deferred profit	3,148.0	3,066.0
Net deferred profit on railcars sold to the Leasing Group	(349.7)	(344.5)
Property, plant and equipment, total	2,798.3	2,721.5
Land [Member] | Manufacturing/Corporate [Member]
Components of property, plant, and equipment
Property, plant and equipment of TRIP Holdings	41.5	41.6
Buildings and improvements [Member] | Manufacturing/Corporate [Member]
Components of property, plant, and equipment
Property, plant and equipment of TRIP Holdings	434.5	429.7
Machinery and other [Member] | Manufacturing/Corporate [Member]
Components of property, plant, and equipment
Property, plant and equipment of TRIP Holdings	753.7	758.7
Machinery and other [Member] | Leasing Group [Member] | Wholly Owned Subsidiaries [Member]
Components of property, plant, and equipment
Property, plant and equipment of TRIP Holdings	9.5	9.6
Construction in progress [Member] | Manufacturing/Corporate [Member]
Components of property, plant, and equipment
Property, plant and equipment of TRIP Holdings	23.1	12.8
Equipment on lease [Member] | Leasing Group [Member] | TRIP Holdings [Member]
Components of property, plant, and equipment
Property, plant and equipment of TRIP Holdings	1,271.3	1,257.7
Equipment on lease [Member] | Leasing Group [Member] | Wholly Owned Subsidiaries [Member]
Components of property, plant, and equipment
Property, plant and equipment of TRIP Holdings	$ 3,561.1	$ 3,429.3

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Investment in TRIP Holdings

6 Months Ended

Jun. 30, 2012

Investment in TRIP Holdings [Abstract]

Investment in TRIP Holdings

Note 6. Investment in TRIP Holdings

In 2007, the Company and other third-party equity investors formed TRIP Holdings for the purpose of providing railcar leasing and management services in North America. TRIP Holdings, through its wholly-owned subsidiary, TRIP Rail Leasing LLC (“TRIP Leasing”), purchased railcars from the Company’s Rail and Leasing Groups funded by capital contributions from TRIP Holdings’ equity investors and borrowings under the TRIP Warehouse Loan. As of June 30, 2012, TRIP Holdings’ subsidiaries had purchased $1,325.2 million of railcars from the Company. Railcars purchased from the Company by TRIP Holdings’ subsidiaries were required to be purchased at prices comparable with the prices of all similar, new railcars sold contemporaneously by the Company and at prices based on third-party appraised values for used railcars.

In July 2011, as a result of refinancing TRIP Holdings’ previous credit facility, TRIP Holdings and its newly-formed subsidiary, TRIP Master Funding, issued $1,032.0 million in new debt. The debt was used by TRIP Master Funding to purchase all of the railcar equipment owned by TRIP Leasing which, in turn, repaid all outstanding borrowings under the then existing TRIP credit facility and settled all outstanding related interest rate hedges. See Note 11 Debt regarding TRIP Holdings and its related debt. Additionally, Trinity entered into agreements with an equity investor of TRIP Holdings potentially requiring Trinity, under certain limited circumstances, to acquire from the equity investor an additional 16.3% equity ownership in TRIP Holdings if the option is exercised to its fullest extent. Under the agreement, if exercised, Trinity would be required to pay the equity investor an amount equal to 90% of the equity investor’s net investment in TRIP Holdings. Similarly, at its option, Trinity, under certain limited circumstances, may acquire all of the equity investor’s equity ownership in TRIP Holdings at an amount equal to 100% of the equity investor’s net investment in TRIP Holdings. The agreements expire in July 2014. See Note 3 Fair Value Accounting.

At June 30, 2012, the Company owned 57% of TRIP Holdings with the remainder owned by three other third-party equity investors. The Company receives distributions from TRIP Holdings as an equity investor, when allowed, in proportion to its 57% equity interest, and has an interest in the net assets of TRIP Holdings upon a liquidation event in the same proportion. The terms of the Company’s equity investment are identical to the terms of each of the other equity investors. Other than as described above, Trinity had no remaining equity commitment to TRIP Holdings as of June 30, 2012 and had no obligation to guarantee performance under any TRIP-related debt agreements, guarantee any railcar residual values, shield any parties from losses, or guarantee minimum yields.

The Company’s carrying value of its investment in TRIP Holdings is as follows:

	June 30, 2012			December 31, 2011
	(in millions)
Capital contributions	$	47.3		$	47.3
Equity purchased from investors		44.8			44.8
		92.1			92.1
Equity in earnings		10.8			12.0
Equity in unrealized losses on derivative financial instruments		(0.4	)		(1.3	)
Distributions		(7.0	)		(7.0	)
Deferred broker fees		(0.5	)		(0.6	)
	$	95.0		$	95.2

Administrative fees paid to TILC by TRIP Holdings and subsidiaries for the three and six month periods ended June 30, 2012 were $1.2 million and $2.5 million, respectively, and $1.0 million and $1.9 million, respectively, for the same periods last year.

See Note 6 of the December 31, 2011 Consolidated Financial Statements filed on Form 10-K for additional information.

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Derivative Instruments

6 Months Ended

Jun. 30, 2012

Derivative Instruments [Abstract]

Derivative Instruments

Note 7. Derivative Instruments

We use derivative instruments to mitigate the impact of changes in interest rates and pricing for zinc, natural gas, and diesel fuel prices, as well as to convert a portion of our variable-rate debt to fixed-rate debt. Additionally, we use derivative instruments to mitigate the impact of unfavorable fluctuations in foreign currency exchange rates. We also use derivatives to lock in fixed interest rates in anticipation of future debt issuances. Derivative instruments that are designated and qualify as cash flow hedges are accounted for in accordance with applicable accounting standards. See Note 3 Fair Value Accounting for discussion of how the Company valued its commodity hedges and interest rate swaps at June 30, 2012.

Interest rate hedges

						Included in accompanying balance sheet at June 30, 2012
	Notional Amount		Interest Rate( 1)			Liability		AOCL – loss/ (income)			Noncontrolling Interest
	(in millions, except %)
Interest rate locks:
2005-2006	$	200.0		4.87	%	$	—	$	(2.1	)	$	—
2006-2007	$	370.0		5.34	%	$	—	$	8.9		$	—
TRIP Holdings	$	788.5		3.60	%	$	—	$	21.7		$	16.3
Interest rate swaps:
TRIP Master Funding secured railcar equipment notes	$	83.8		2.62	%	$	5.4	$	3.0		$	2.3
2008 debt issuance	$	459.5		4.13	%	$	44.3	$	42.9		$	—

⁽¹⁾  Weighted average fixed interest rate

	Effect on interest expense – increase/(decrease)
	Three Months Ended June 30,						Six Months Ended June 30,						Expected effect during next twelve months(1)
	2012			2011			2012			2011
	(in millions)
Interest rate locks:
2005-2006	$	(0.1	)	$	(0.1	)	$	(0.2	)	$	(0.2	)	$	(0.3	)
2006-2007	$	0.8		$	0.9		$	1.7		$	1.8		$	3.3
TRIP Holdings	$	1.5		$	—		$	3.0		$	—		$	5.9
Interest rate swaps:
TRIP warehouse	$	—		$	6.8		$	—		$	14.1		$	—
TRIP Master Funding secured railcar equipment notes	$	0.5		$	—		$	1.0		$	—		$	1.7
2008 debt issuance	$	4.2		$	5.2		$	8.4		$	9.7		$	16.9

⁽¹⁾  Based on fair value as of June 30, 2012

During 2005 and 2006, we entered into interest rate swap transactions in anticipation of a future debt issuance. These instruments, with a notional amount of $200 million, fixed the interest rate on a portion of a future debt issuance associated with a railcar leasing transaction in 2006 and settled at maturity in the first quarter of 2006. These interest rate swaps were being accounted for as cash flow hedges with changes in the fair value of the instruments of $4.5 million in income recorded in accumulated other comprehensive loss (“AOCL”) through the date the related debt issuance closed in May 2006. The balance is being amortized over the term of the related debt. The effect on interest expense is due to amortization of the AOCL balance.

In anticipation of a future debt issuance, we entered into interest rate swap transactions during the fourth quarter of 2006 and during 2007. These instruments, with a notional amount of $370 million, hedged the interest rate on a portion of a future debt issuance associated with an anticipated railcar leasing transaction, which closed in May 2008. These instruments settled during the second quarter of 2008, and were accounted for as cash flow hedges with changes in the fair value of the instruments of $24.5 million recorded as a loss in AOCL through the date the related debt issuance closed in May 2008. The balance is being amortized over the term of the related debt. The effect on interest expense is due to amortization of the AOCL balance.

In May 2008, we entered into an interest rate swap transaction that is being used to fix the Libor component of the debt issuance which closed in May 2008. The effect on interest expense results primarily from monthly interest settlements.

Between 2007 and 2009, TRIP Holdings, as required by the TRIP Warehouse Loan, entered into interest rate swap transactions, all of which qualified as cash flow hedges, to reduce the effect of changes in variable interest rates. In July 2011, these interest rate hedges were terminated in connection with the refinancing of the TRIP Warehouse Loan. Balances included in AOCL at the date the hedges were terminated are being amortized over the expected life of the new debt with $5.9 million of additional interest expense expected to be recognized during the twelve months following June 30, 2012. Also in July 2011, TRIP Holdings’ wholly-owned subsidiary, TRIP Master Funding, entered into an interest rate swap transaction with a notional amount of $94.1 million to reduce the effect of changes in variable interest rates associated with the Class A-1b notes of the TRIP Master Funding secured railcar equipment notes.

See Note 11 Debt regarding the related debt instruments.

Other Derivatives

	Effect on operating income – increase/(decrease)
	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(in millions)
Fuel hedges (1)
Effect of mark to market valuation	$	(0.1	)	$	(0.3	)	$	0.0		$	0.2
Settlements		(0.1	)		0.1			0.0			0.1
	$	(0.2	)	$	(0.2	)	$	0.0		$	0.3
Foreign exchange hedges (2)	$	0.0		$	—		$	(0.4	)	$	(0.6	)

⁽¹⁾  Included in cost of revenues in the accompanying consolidated statement of operations

⁽²⁾  Included in other, net in the accompanying consolidated statement of operations

Natural gas and diesel fuel

We maintain a program to mitigate the impact of fluctuations in the price of natural gas and diesel fuel purchases. The intent of the program is to protect our operating profit from adverse price changes by entering into derivative instruments. For those instruments that do not qualify for hedge accounting treatment, any changes in their valuation are recorded directly to the consolidated statement of operations. The amount recorded in the consolidated balance sheet as of June 30, 2012 for these instruments was not significant.

Foreign exchange hedge

We enter into foreign exchange hedges to mitigate the impact on operating profit of unfavorable fluctuations in foreign currency exchange rates. These instruments are short term with quarterly maturities and no remaining balance in AOCL as of June 30, 2012.

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Goodwill

6 Months Ended

Jun. 30, 2012

Goodwill [Abstract]

Goodwill

Note 9. Goodwill

Goodwill by segment is as follows:

	June 30, 2012		December 31, 2011
			(as reported)
	(in millions)
Rail Group	$	122.5	$	122.5
Construction Products Group		91.4		90.7
Energy Equipment Group		10.9		10.9
Railcar Leasing and Management Services Group		1.8		1.8
	$	226.6	$	225.9

The net increase in the Construction Products Group goodwill as of June 30, 2012 is due to a 2012 acquisition offset partially by a divestiture.

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Debt (Details 1) (Convertible subordinated notes [Member], USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Convertible subordinated notes [Member]
Total interest expenses recognized on the convertible subordinated notes
Coupon rate interest	$ 4.3	$ 4.3	$ 8.7	$ 8.7
Amortized debt discount	3.0	2.8	6.0	5.5
Total interest expenses recognized on the convertible subordinated notes	$ 7.3		$ 14.7	$ 14.2

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Debt (Details Textual) (USD $)	6 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Debt (Textual) [Abstract]
Borrowing under revolving credit facility exclusive of letters of credit	$ 0.0
Letter of credit maturing current year	700,000
Convertible subordinated notes [Member]
Debt (Textual) [Abstract]
Interest rate on notes	3.875%
Date before which notes can't be redeemed	Jun. 01, 2018
Capital in excess of par value related to the convertible subordinated notes' conversion options	92,800,000	92,800,000
Effective annual interest rate based upon the estimated market interest rate	8.42%
Conversion price of convertible subordinated notes (in dollars per share)	$ 51.31
Number of shares issuable in exchange of Convertible Subordinated Notes	8,770,220
TILC warehouse facility [Member]
Debt (Textual) [Abstract]
Revolving credit facility	475,000,000
Maturity date of credit arrangements	February, 2013
Availability of the revolving credit facility	183,600,000
TILC warehouse facility	291,400,000
Interest at a defined index rate plus a margin for advances under the facility	2.27%
Number of installments payable for amounts outstanding at maturity, absent renewal	3
Installment payable date, installment one	August 2013
Installment payable date, installment two	February 2014
Installment payable date, installment three	August 2014
Corporate Revolving Credit Facility [Member]
Debt (Textual) [Abstract]
Revolving credit facility	425,000,000
Maturity date of credit arrangements	2016-10-20
Used revolving credit facility for letter of credit	70,900,000
Availability of the revolving credit facility	$ 354,100,000
Amended credit facility, description of variable rate reference rate basis	LIBOR
Percentage points added to LIBOR to compute Interest rates on the amended credit facility	150.00%
Amended credit facility, description of variable rate reference rate basis, alternative computation	prime
Percentage points added to prime to compute Interest rates on the amended credit facility, alternative computation	50.00%

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Debt (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Components of debt
Less: unamortized discount	$ (93.8)	$ (99.8)
Total Recourse Debt	461.5	457.7
TRIP Holdings senior secured notes:
Less: non-recourse debt owned by Trinity	(108.8)	(108.8)
Total non-recourse debt	2,449.0	2,517.2
Total debt	2,910.5	2,974.9
Manufacturing/Corporate Recourse [Member]
Components of debt
Revolving credit facility
Convertible subordinated notes	450.0	450.0
Less: unamortized discount	(93.8)	(99.8)
Convertible subordinated notes, total	356.2	350.2
Other	5.7	4.2
Total Manufacturing/Corporate - Recourse Debt	361.9	354.4
Leasing - Recourse [Member]
Components of debt
Capital lease obligations	47.2	48.6
Term loan	52.4	54.7
Leasing Recourse	99.6	103.3
Leasing - Non-Recourse [Member]
Components of debt
2006 secured railcar equipment notes	262.6	269.3
Promissory notes	452.6	465.5
2009 secured railcar equipment notes	213.9	218.4
2010 secured railcar equipment notes	348.2	354.3
TILC warehouse facility	291.4	308.5
TRIP Holdings senior secured notes:
Total outstanding	170.0	170.0
Less: non-recourse debt owned by Trinity	(108.8)	(108.8)
TRIP Holdings senior secured notes	61.2	61.2
TRIP Master Funding secured railcar equipment notes	$ 819.1	$ 840.0

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Goodwill (Tables)

6 Months Ended

Jun. 30, 2012

Goodwill [Abstract]

Goodwill by Segment

	June 30, 2012		December 31, 2011
			(as reported)
	(in millions)
Rail Group	$	122.5	$	122.5
Construction Products Group		91.4		90.7
Energy Equipment Group		10.9		10.9
Railcar Leasing and Management Services Group		1.8		1.8
	$	226.6	$	225.9

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Railcar Leasing and Management Services Group (Details 3) (Leasing Group [Member], USD $) In Millions, unless otherwise specified	Jun. 30, 2012
Future operating lease obligations related to these leases
Remaining six months of 2012	$ 188.5
2013	315.4
2014	241.8
2015	190.5
2016	147.8
Thereafter	283.8
Total	1,367.8
Future operating lease obligations of Trusts' railcar [Member]
Future operating lease obligations related to these leases
Remaining six months of 2012	22.7
2013	45.6
2014	44.8
2015	43.1
2016	40.1
Thereafter	341.3
Total	537.6
Future Contractual Minimum Rental Revenues Of Trusts Railcar [Member]
Future operating lease obligations related to these leases
Remaining six months of 2012	30.3
2013	47.2
2014	32.0
2015	23.9
2016	16.2
Thereafter	27.1
Total	$ 176.7

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Employee Retirement Plans

6 Months Ended

Jun. 30, 2012

Employee Retirement Plans [Abstract]

Employee Retirement Plans

Note 14. Employee Retirement Plans

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

	Three Months Ended June  30,						Six Months Ended June  30,
	2012			2011			2012			2011
	(in millions)
Service cost	$	0.2		$	0.2		$	0.4		$	0.5
Interest		4.9			4.9			9.7			9.8
Expected return on plan assets		(5.8	)		(5.7	)		(11.4	)		(11.4	)
Actuarial loss		0.9			0.5			1.8			1.0
Defined benefit expense		0.2			(0.1	)		0.5			(0.1	)
Profit sharing		3.2			2.2			5.8			4.5
Net expense	$	3.4		$	2.1		$	6.3		$	4.4

Trinity contributed $4.1 million and $10.2 million to the Company’s defined benefit pension plans for the three and six month periods ended June 30, 2012, respectively. Trinity contributed $3.2 million and $8.8 million to the Company’s defined benefit pension plans for the three and six month periods ended June 30, 2011, respectively. Total contributions to the Company’s defined benefit pension plans in 2012 are expected to be approximately $17.3 million.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2012

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The foregoing consolidated financial statements are unaudited and have been prepared from the books and records of Trinity Industries, Inc. and its subsidiaries (“Trinity”, “Company”, “we”, or “our”) including its majority-owned subsidiary, TRIP Rail Holdings LLC (“TRIP Holdings”). In our opinion, all normal and recurring adjustments necessary for a fair presentation of the financial position of the Company as of June 30, 2012, and the results of operations for the three and six month periods ended June 30, 2012 and 2011, and cash flows for the six month periods ended June 30, 2012 and 2011, 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, 2012 may not be indicative of expected results of operations for the year ending December 31, 2012. 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, 2011.

Stockholders' Equity

Stockholders’ Equity

In December 2010, the Company’s Board of Directors authorized a $200 million share repurchase program, effective January 1, 2011, which expires on December 31, 2012. During the three and six months ended June 30, 2012, the Company repurchased 1,692,229 shares under this program at a cost of approximately $41.2 million. Certain shares of stock repurchased during June 2012, totaling $6.0 million, were cash settled in July 2012 in accordance with normal settlement practices. No shares were repurchased under this program during the three and six months ended June 30, 2011.

Financial Instruments

Financial Instruments

Financial instruments that potentially subject the Company to a concentration of credit risk are primarily cash investments, short-term marketable securities, and receivables. At June 30, 2012, one customer’s net receivable balance in our Energy Equipment Group, all within terms, accounted for approximately 20% of the consolidated net receivables balance outstanding.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board issued Accounting Standards Update No. 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income,” (“ASU 2011-05”) which amended current comprehensive income guidance. ASU 2011-05 became effective for public companies during the interim and annual periods beginning after December 15, 2011 with early adoption permitted. Accordingly, the Company adopted this new standard on January 1, 2012 by including the consolidated statement of comprehensive income with its consolidated financial statements and revising Note 15 Accumulated Other Comprehensive Loss. The adoption of ASU 2011-05 did not have an impact on the Company’s consolidated financial position, results of operations or cash flows as it only requires a change in reporting format with regard to components of other comprehensive income.

Reclassifications

Reclassifications

Effective December 31, 2011, the Company adopted the emerging industry policy of recognizing revenue from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet which have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. Prior year reported balances have been reclassified to conform to this policy resulting in a decrease in revenue of $2.2 million and $12.2 million for the three and six months ended June 30, 2011, respectively. The adoption of this policy had no effect on operating profit or net income. Certain prior year balances have been reclassified in the Consolidated Statements of Cash Flows to conform to the 2012 presentation.

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Railcar Leasing and Management Services Group (Details 1) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Operating Profit:
Total operating profit	$ 154.9	$ 95.4	$ 277.3	$ 180.9
Interest and rent expense:
Total interest expense	47.9	43.8	95.8	88.3
Leasing Group [Member]
Revenues:
Total revenues	194.2	128.2	336.5	248.0
Percent Change	51.50%		35.70%
Operating Profit:
Total operating profit	76.4	59.7	142.9	114.4
Operating profit margin:
Total operating profit margin	39.30%	46.60%	42.50%	46.10%
Interest and rent expense:
Rent expense	12.8	12.2	25.5	24.3
Total interest expense	42.5	36.2	85.6	72.9
Leasing Group [Member] | Leasing and management [Member]
Operating profit margin:
Total operating profit margin	46.40%	46.30%	46.70%	45.50%
Leasing Group [Member] | Wholly Owned Subsidiaries [Member]
Revenues:
Total revenues	164.4	99.5	277.6	189.8
Percent Change	65.20%		46.30%
Operating Profit:
Total operating profit	59.1	42.9	109.2	80.4
Interest and rent expense:
Total interest expense	24.3	25.4	48.9	50.6
Leasing Group [Member] | Wholly Owned Subsidiaries [Member] | Leasing and management [Member]
Revenues:
Total revenues	102.2	92.9	200.5	183.2
Percent Change	10.00%		9.40%
Operating Profit:
Total operating profit	44.0	39.5	87.1	76.0
Leasing Group [Member] | Wholly Owned Subsidiaries [Member] | Sales of cars from the lease fleet [Member]
Revenues:
Total revenues	62.2	6.6	77.1	6.6
Leasing Group [Member] | Wholly Owned Subsidiaries [Member] | Railcar Owned One Year or Less [Member]
Operating Profit:
Total operating profit	13.5	3.0	16.4	3.0
Leasing Group [Member] | Wholly Owned Subsidiaries [Member] | Railcar Owned Greater than One Year [Member]
Operating Profit:
Total operating profit	1.6	0.4	5.7	1.4
Leasing Group [Member] | TRIP Holdings [Member]
Revenues:
Total revenues	29.8	28.7	58.9	58.2
Percent Change	3.80%		1.20%
Operating Profit:
Total operating profit	17.3	16.8	33.7	34.0
Interest and rent expense:
Interest expense external	15.0	10.8	30.2	22.3
Interest expense intercompany	3.2		6.5
Total interest expense	18.2	10.8	36.7	22.3
Leasing Group [Member] | TRIP Holdings [Member] | Leasing and management [Member]
Revenues:
Total revenues	29.8	28.7	58.9	58.2
Percent Change	3.80%		1.20%
Operating Profit:
Total operating profit	17.3	16.8	34.1	33.9
Leasing Group [Member] | TRIP Holdings [Member] | Sales of cars from the lease fleet [Member]
Revenues:
Total revenues
Percent Change
Leasing Group [Member] | TRIP Holdings [Member] | Railcar Owned One Year or Less [Member]
Operating Profit:
Total operating profit
Leasing Group [Member] | TRIP Holdings [Member] | Railcar Owned Greater than One Year [Member]
Operating Profit:
Total operating profit			$ (0.4)	$ 0.1

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Earnings Per Common Share (Tables)

6 Months Ended

Jun. 30, 2012

Earnings Per Common Share [Abstract]

Computation of basic and diluted net income attributable to Trinity Industries, Inc

	Three Months Ended June 30, 2012							Three Months Ended June 30, 2011
	(in millions, except per share amounts)
	Income (Loss)			Average Shares		EPS		Income (Loss)			Average Shares		EPS
Net income attributable to Trinity Industries, Inc.	$	67.8						$	30.0
Unvested restricted share participation		(2.3	)						(1.0	)
Net income attributable to Trinity Industries, Inc. – basic		65.5			77.7	$	0.84		29.0			77.4	$	0.37
Effect of dilutive securities:
Stock options		—			0.2				—			0.3
Net income attributable to Trinity Industries, Inc. – diluted	$	65.5			77.9	$	0.84	$	29.0			77.7	$	0.37

	Six Months Ended June 30, 2012							Six Months Ended June 30, 2011
	(in millions, except per share amounts)
	Income (Loss)			Average Shares		EPS		Income (Loss)			Average Shares		EPS
Net income attributable to Trinity Industries, Inc.	$	120.7						$	54.2
Unvested restricted share participation		(4.0	)						(1.9	)
Net income attributable to Trinity Industries, Inc. – basic		116.7			77.7	$	1.50		52.3			77.2	$	0.68
Effect of dilutive securities:
Stock options		—			0.2				—			0.3
Net income attributable to Trinity Industries, Inc. – diluted	$	116.7			77.9	$	1.50	$	52.3			77.5	$	0.67

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Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Restricted cash of TRIP Holdings	$ 218.9	$ 240.3
Property, plant and equipment of TRIP Holdings	5,560.2	5,407.9
Accumulated depreciation on property, plant and equipment of TRIP Holdings	1,309.0	1,228.4
Debt unamortized discount	93.8	99.8
Preferred stock, shares authorized	1.5	1.5
Preferred stock, shares unissued	1.5	1.5
Common stock, shares authorized	200.0	200.0
TRIP Holdings
Restricted cash of TRIP Holdings	59.5	74.6
Property, plant and equipment of TRIP Holdings	1,271.3	1,257.7
Accumulated depreciation on property, plant and equipment of TRIP Holdings	$ 137.3	$ 122.7

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Fair Value Accounting

6 Months Ended

Jun. 30, 2012

Fair Value Accounting [Abstract]

Fair Value Accounting

Note 3. Fair Value Accounting

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

	Fair Value Measurement as of June 30, 2012
	(in millions)
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	139.8	$	—	$	—	$	139.8
Restricted cash		218.9		—		—		218.9
Equity call agreement with TRIP Holdings equity investor 1		—		—		0.6		0.6
Fuel derivative instruments 1		—		0.0		—		0.0
Total assets	$	358.7	$	0.0	$	0.6	$	359.3
Liabilities:
Interest rate hedges: 2
Wholly-owned subsidiary	$	—	$	44.3	$	—	$	44.3
TRIP Holdings		—		5.4		—		5.4
Equity put agreement with TRIP Holdings equity investor 3		—		—		2.2		2.2
Fuel derivative instruments 2		—		0.3		—		0.3
Total liabilities	$	—	$	50.0	$	2.2	$	52.2
	Fair Value Measurement as of December 31, 2011
	(in millions)
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	246.6	$	—	$	—	$	246.6
Restricted cash		240.3		—		—		240.3
Equity call agreement with TRIP Holdings equity investor 1		—		—		0.7		0.7
Total assets	$	486.9	$	—	$	0.7	$	487.6
Liabilities:
Interest rate hedges: 2
Wholly-owned subsidiary	$	—	$	48.9	$	—	$	48.9
TRIP Holdings		—		4.8		—		4.8
Equity put agreement with TRIP Holdings equity investor 3		—		—		3.1		3.1
Fuel derivative instruments 2		—		0.1		—		0.1
Total liabilities	$	—	$	53.8	$	3.1	$	56.9

¹  Included in other assets on the consolidated balance sheet.

²  Included in accrued liabilities on the consolidated balance sheet.

³ Included in other liabilities on the consolidated balance sheet.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date. An entity is required to establish a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair values are listed below:

Level 1 – This level is defined as quoted prices in active markets for identical assets or liabilities. The Company’s cash equivalents and restricted cash are instruments of the United States Treasury or highly-rated money market mutual funds.

Level 2 – This level is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company’s fuel derivative instruments, which are commodity options, are valued using energy and commodity market data. Interest rate hedges are valued at exit prices obtained from each counterparty. See Note 7 Derivative Instruments and Note 11 Debt.

Level 3 – This level is defined as unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The equity put and call agreements with the TRIP equity investor are valued based on cash flow projections and certain assumptions regarding the likelihood of exercising the option under the related agreement. See Note 6 Investment in TRIP Holdings.

The carrying amounts and estimated fair values of our long-term debt are as follows:

	June 30, 2012					December 31, 2011
	Carrying Value			Estimated Fair Value		Carrying Value			Estimated Fair Value
	(in millions)
Recourse:
Convertible subordinated notes	$	450.0		$	450.2	$	450.0		$	439.4
Less: unamortized discount		(93.8	)				(99.8	)
		356.2					350.2
Capital lease obligations		47.2			47.2		48.6			48.6
Term loan		52.4			55.6		54.7			55.7
Other		5.7			5.7		4.2			4.2
		461.5			558.7		457.7			547.9
Non-recourse:
2006 secured railcar equipment notes		262.6			283.1		269.3			278.5
Promissory notes		452.6			433.8		465.5			448.6
2009 secured railcar equipment notes		213.9			242.1		218.4			228.6
2010 secured railcar equipment notes		348.2			354.8		354.3			333.1
TILC warehouse facility		291.4			291.4		308.5			308.5
TRIP Holdings senior secured notes		61.2			62.8		61.2			61.6
TRIP Master Funding secured railcar equipment notes		819.1			892.4		840.0			834.9
		2,449.0			2,560.4		2,517.2			2,493.8
Total	$	2,910.5		$	3,119.1	$	2,974.9		$	3,041.7

The estimated fair value of our convertible subordinated notes was based on a quoted market price as of June 30, 2012 and December 31, 2011, respectively (level 1 input). The estimated fair values of our 2006, 2009, and 2010 secured railcar equipment notes, promissory notes, TRIP Holdings senior secured notes, TRIP Rail Master Funding LLC (“TRIP Master Funding”) secured railcar equipment notes, and term loan are based on our estimate of their fair value as of June 30, 2012 and December 31, 2011, respectively. These values were determined by discounting their future cash flows at the current market interest rate (level 3 inputs). The carrying value of our Trinity Industries Leasing Company (“TILC”) warehouse facility approximates fair value because the interest rate adjusts to the market interest rate and the Company’s credit rating has not changed since the loan agreement was renewed in February 2011 (level 3 input). The fair values of all other financial instruments are estimated to approximate carrying value.

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Derivative Instruments (Details 2) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Effect of mark to market valuation [Member]
Other Derivatives
Other Derivatives	$ (0.1)	$ (0.3)	$ 0	$ 0.2
Settlements [Member]
Other Derivatives
Other Derivatives	(0.1)	0.1	0	0.1
Commodity Contract [Member]
Other Derivatives
Other Derivatives	(0.2)	(0.2)	0	0.3
Foreign exchange hedges [Member]
Other Derivatives
Other Derivatives	$ 0		$ (0.4)	$ (0.6)

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Income Taxes (Details 1) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Change in unrecognized tax benefits
Beginning balance	$ 52.5	$ 36.8
Additions for tax positions related to the current year	2.0	1.8
Additions for tax positions of prior years		14.5
Reductions for tax positions of prior years	(1.1)
Settlements	(3.3)	(0.7)
Expiration of statute of limitations	(0.1)	(0.1)
Ending balance	$ 50.0	$ 52.3

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Acquisitions and Divestitures (Tables)

6 Months Ended

Jun. 30, 2012

Acquisitions and Divestitures [Abstract]

Acquisition and divestiture activity

	Acquisitions						Divestitures
	Total cost		Net cash paid		Goodwill recorded		Proceeds		Gain recognized		Goodwill charged  off
					(in millions)
2012	$	2.0	$	—	$	0.8	$	2.1	$	1.5	$	0.1
2011	$	23.6	$	15.3	$	7.0	$	8.3	$	0.7	$	1.0

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Stock-Based Compensation (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Stock-Based Compensation (Textual) [Abstract]
Total stock-based compensation (approximately)	$ 5.6	$ 4.1	$ 12.5	$ 9.4

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Income Taxes (Tables)

6 Months Ended

Jun. 30, 2012

Income Taxes [Abstract]

Reconciliation between the statutory United States federal income tax rate and the Company's effective income tax rate

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2012			2011			2012			2011
Statutory rate		35.0	%		35.0	%		35.0	%		35.0	%
State taxes		2.0			2.6			2.0			2.5
Tax settlements		0.0			0.0			(1.2	)		0.0
Changes in tax reserves		(0.2	)		0.8			(0.1	)		1.0
Foreign tax adjustments		(0.1	)		(0.6	)		(0.1	)		(0.6	)
Other, net		0.4			2.1			(0.3	)		1.5
Effective rate		37.1	%		39.9	%		35.3	%		39.4	%

Change in unrecognized tax benefits

	Six Months Ended
	June 30,
	2012			2011
	(in millions)
Beginning balance	$	52.5		$	36.8
Additions for tax positions related to the current year		2.0			1.8
Additions for tax positions of prior years		—			14.5
Reductions for tax positions of prior years		(1.1	)		—
Settlements		(3.3	)		(0.7	)
Expiration of statute of limitations		(0.1	)		(0.1	)
Ending balance	$	50.0		$	52.3

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Income Taxes

6 Months Ended

Jun. 30, 2012

Income Taxes [Abstract]

Income Taxes

Note 13. Income Taxes

The provision for income taxes results in effective tax rates different from the statutory rates. The following is a reconciliation between the statutory United States Federal income tax rate and the Company’s effective income tax rate:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2012			2011			2012			2011
Statutory rate		35.0	%		35.0	%		35.0	%		35.0	%
State taxes		2.0			2.6			2.0			2.5
Tax settlements		0.0			0.0			(1.2	)		0.0
Changes in tax reserves		(0.2	)		0.8			(0.1	)		1.0
Foreign tax adjustments		(0.1	)		(0.6	)		(0.1	)		(0.6	)
Other, net		0.4			2.1			(0.3	)		1.5
Effective rate		37.1	%		39.9	%		35.3	%		39.4	%

During the six months ended June 30, 2012, we settled our audit with the Internal Revenue Service (“IRS”) for the 2004-2005 tax years. As a result of closing this audit, we recognized a $3.5 million tax benefit in the first quarter, primarily related to favorable claims filed and approved by the IRS in the final audit settlement.

The IRS field work for our 2006-2008 audit cycle has concluded and all issues, except for transfer pricing, have been agreed to and tentatively settled. The transfer pricing issue has been appealed and we are seeking Competent Authority review with Mexico to avoid double-taxation of income in the U.S. and in Mexico. As we do not control the timing of when our issues will be reviewed by Competent Authority, we cannot determine when the 2006-2008 cycle will close and all issues formally settled and thus when the statute of limitations for years after 2005 will close.

We have various subsidiaries in Mexico that file separate tax returns and thus are subject to examination by taxing authorities at different times. The 2003 tax year of one of our Mexican subsidiaries is still under review and its statute of limitations remains open through June 2014. Another Mexican subsidiary’s statute of limitations for the 2005 tax year remains open through July 2013. The remaining entities are open for their 2006 tax years and forward.

Our two Swiss subsidiaries, one of which is a holding company and the other which is dormant, have been audited by the taxing authorities through 2008 and 2009. The statute of limitations in Switzerland is generally five years from the end of the tax year, but can be extended up to 15 years in certain cases if the audit has commenced during the original five year period.

We also currently have sales offices in Europe and Canada that are subject to various statutes of limitations.

Generally, states’ statutes of limitations in the United States are open from 2003 forward due to the use of tax loss carryforwards in certain jurisdictions.

The change in unrecognized tax benefits for the six months ended June 30, 2012 and 2011 was as follows:

	Six Months Ended
	June 30,
	2012			2011
	(in millions)
Beginning balance	$	52.5		$	36.8
Additions for tax positions related to the current year		2.0			1.8
Additions for tax positions of prior years		—			14.5
Reductions for tax positions of prior years		(1.1	)		—
Settlements		(3.3	)		(0.7	)
Expiration of statute of limitations		(0.1	)		(0.1	)
Ending balance	$	50.0		$	52.3

Additions for tax positions related to the current year in the amounts of $2.0 million and $1.8 million recorded in the six months ended June 30, 2012 and 2011, respectively, were amounts provided for tax positions that will be taken for Federal and state income tax purposes when we file those tax returns.

Additions for tax positions of prior years for the six months ended June 30, 2011 of $14.5 million are primarily due to Federal tax positions taken on prior year returns that were proposed by the IRS but had not been previously reserved. Since these items are primarily timing differences, we will be allowed a future tax deduction. During 2011, we recorded a corresponding deferred tax asset for the future tax reduction related to these adjustments.

The reduction in tax positions of prior years of $1.1 million for the six months ended June 30, 2012, was primarily related to new guidance issued by the IRS regarding the capitalization of fixed assets that was issued in March 2012 as well as state taxes.

Settlements during the six months ended June 30, 2012, primarily related to the settlement of our 2004-2005 IRS audit as well as the related impact on state tax returns. Settlements during the six months ended June 30, 2011, related to an audit of a separate tax return of a subsidiary.

The total amount of unrecognized tax benefits including interest and penalties at June 30, 2012 and 2011, that would affect the Company’s effective tax rate if recognized was $17.5 million and $20.2 million, respectively. There is a reasonable possibility that unrecognized Federal and state tax benefits will decrease by June 30, 2013 due to a lapse in the statute of limitations for assessing tax. Amounts subject to a lapse in statute by June 30, 2013 total $2.5 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 June 30, 2012 and December 31, 2011 was $12.5 million and $13.3 million, respectively. Income tax expense for the three and six months ended June 30, 2012, included an increase in income tax expense of $0.1 million and a decrease of $0.8 million, respectively, in interest expense and penalties related to uncertain tax positions. Income tax expense for the three and six months ended June 30, 2011, included an increase in income tax expense of $0.9 million and $1.8 million, respectively, in interest expense and penalties related to uncertain tax positions.