Trinity Industries, Inc. (Form: 8-K)

Investor Contact:
James E. Perry
Vice President, Finance and Treasurer
Trinity Industries, Inc.
214/589-8412

DALLAS – October 29, 2008 – Trinity Industries, Inc. (NYSE:TRN) today reported earnings from continuing operations of $91.5 million, or $1.14 per common diluted share for the third quarter ended September 30, 2008. Earnings from continuing operations for the same quarter of 2007 were $87.2 million, or $1.08 per common diluted share.

Net income for the third quarter of 2008 was a Company-record $90.1 million, or $1.12 per common diluted share compared with net income of $87.0 million, or $1.08 per common diluted share for the same quarter a year ago.

Revenues for the third quarter of 2008 were $1,154.6 million compared with revenues of $1,008.4 million for the same quarter of 2007. The third quarter 2008 revenues were the highest quarterly revenues in the Company’s history.

For the nine months ended September 30, 2008, the Company reported earnings from continuing operations of $242.7 million, or $3.01 per common diluted share, compared with earnings from continuing operations of $215.3 million, or $2.67 per common diluted share, for the same period of 2007. For the nine months ended September 30, 2008, the Company reported net income of $241.0 million, or $2.99 per common diluted share, compared with net income of $214.8 million, or $2.67 per common diluted share, for the same period of 2007. Revenues for the nine months ended September 30, 2008 were $2,999.0 million, compared with $2,729.5 million for the same period of 2007.

“I am pleased that we achieved record results in the third quarter,” said Timothy R. Wallace, Trinity’s Chairman, CEO, and President. “The third quarter demonstrated the benefits of the diversity of our portfolio of businesses. We continued to obtain productivity improvements in a less favorable economic cycle.”

TrinityRail^® shipped approximately 8,560 railcars and received firm orders for approximately 4,010 railcars during the third quarter. As of September 30, 2008, TrinityRail’s railcar order backlog totaled approximately $2.0 billion, representing approximately 24,130 railcars, compared to a railcar order backlog at September 30, 2007 of approximately $2.6 billion, representing approximately 31,300 railcars.

Trinity’s railcar leasing business, Trinity Industries Leasing Company (“TILC”), continued to grow during the third quarter of 2008. At September 30, 2008, TILC’s fleet totaled approximately 43,910 railcars. This compares to a fleet of approximately 35,890 railcars as of September 30, 2007. The utilization of the lease fleet at September 30, 2008 was 99.0% compared with 99.6% at September 30, 2007.

During the third quarter of 2008, Trinity sold $109.4 million worth of railcars to TRIP Rail Leasing LLC (“TRIP”); $56.8 million of this total from Trinity’s railcar manufacturing companies and $52.6 million from TILC. From TRIP’s inception in June 2007 through September 30, 2008, it has purchased $900.8 million worth of railcars, including both new car purchases from Trinity’s railcar manufacturing companies and purchases from TILC, and has a remaining commitment of $499.2 million. All railcar sales to TRIP have firm leases with independent third parties. Trinity holds a 20% equity ownership in TRIP Rail Holdings LLC, the member-manager of TRIP. TILC is responsible for managing TRIP’s railcars.

Trinity’s Energy Equipment Group revenues grew 82% during the third quarter of 2008 over the same quarter of 2007, and operating profit grew 180%, compared to the same quarter in 2007, a result of expansion in the structural wind towers business. Structural wind tower revenues accounted for $125.4 million of the Energy Equipment Group’s total revenues in the third quarter, compared to $54.6 million in the same quarter of 2007. The structural wind towers backlog at September 30, 2008 totaled approximately $1.46 billion, compared to a backlog of approximately $748 million at September 30, 2007.

Revenues for Trinity’s Inland Barge Group grew 27% during the third quarter of 2008 to $160.6 million, compared to the same quarter of 2007. Operating profit for the group was $29.8 million, representing a margin of 18.6%. The Inland Barge Group’s backlog was approximately $669 million at September 30, 2008, compared to approximately $772 million at September 30, 2007. “Our Inland Barge Group continued to grow and had a successful quarter in spite of production delays due to storm activity in Louisiana,” Wallace said.

Trinity’s Construction Products Group’s revenues grew 4% over the same quarter of 2007. Trinity’s Concrete and Aggregates businesses were negatively impacted during the quarter by adverse weather conditions in the Southwest, including Hurricane Ike.

Earnings Outlook
For the fourth quarter of 2008, the Company expects earnings from continuing operations ranging from $0.60 to $0.65 per common diluted share. As a result, for 2008, the Company expects earnings from continuing operations ranging from $3.61 to $3.66 per common diluted share.

Due to the current uncertainty and volatility of the U.S. economy, Trinity is not providing guidance at this time for full-year 2009. Trinity expects earnings in the first quarter of 2009 to be comparable to the range of earnings that we expect in the fourth quarter of 2008.

Conference Call
Trinity will hold a conference call at 11:00 a.m. Eastern on October 30, 2008 to discuss its third quarter results. To listen to the call, please visit the Investor Relations section of the Trinity Industries website, www.trin.net. An audio replay may be accessed through the Company’s website or by dialing (402) 220-0422 until 11:59 p.m. Eastern on November 7, 2008.

Trinity Industries, Inc., headquartered in Dallas, Texas, is a multi-industry company that owns a variety of market-leading businesses which provide products and services to the industrial, energy, transportation, and construction sectors. Trinity reports its financial results in five principal business segments: the Rail Group, the Railcar Leasing and Management Services Group, the Inland Barge Group, the Construction Products Group, and the Energy Equipment Group. For more information, visit: www.trin.net.

Some statements in this release, which are not historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about Trinity’s estimates, expectations, beliefs, intentions or strategies for the future, and the assumptions underlying these forward-looking statements. Trinity uses the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” and similar expressions to identify these forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the most recent fiscal year.

Trinity Industries, Inc.
Condensed Consolidated Income Statements
(in millions, except per share amounts)
(unaudited)


	Three Months Ended September 30,
	2008			2007
Revenues	$	1,154.6		$	1,008.4
Operating profit	$	163.0		$	146.9
Interest expense, net		24.3			17.0
Other (income) expense, net		(1.1	)		(3.6	)

Income from continuing operations before income taxes		139.8			133.5
Provision for income taxes		48.3			46.3

Income from continuing operations		91.5			87.2
Discontinued operations:
Loss from discontinued operations, net of benefit for income taxes of $(0.1) and $(0.1)		(1.4	)		(0.2	)

Net income	$	90.1		$	87.0

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

	$	1.14		$	1.10

Diluted:
Continuing operations	$	1.14		$	1.08
Discontinued operations		(0.02	)		—

	$	1.12		$	1.08

Weighted average number of shares outstanding:
Basic		79.1			79.1
Diluted		80.4			80.6

Trinity Industries, Inc.
Condensed Consolidated Income Statements
(in millions, except per share amounts)
(unaudited)


	Nine Months Ended September 30,
	2008			2007
Revenues	$	2,999.0		$	2,729.5
Operating profit	$	439.2		$	366.7
Interest expense, net		66.8			47.0
Other (income) expense, net		(14.4	)		(14.5	)

Income from continuing operations before income taxes		386.8			334.2
Provision for income taxes		144.1			118.9

Income from continuing operations		242.7			215.3
Discontinued operations:
Loss from discontinued operations, net of benefit for income taxes of $(0.2) and $(0.2)		(1.7	)		(0.5	)

Net income	$	241.0		$	214.8

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

	$	3.05		$	2.73

Diluted:
Continuing operations	$	3.01		$	2.67
Discontinued operations		(0.02	)		—

	$	2.99		$	2.67

Weighted average number of shares outstanding:
Basic		79.0			78.8
Diluted		80.5			80.5

Trinity Industries, Inc.
Condensed Segment Data
(in millions)
(unaudited)


	Three Months Ended September 30,
Revenues:	2008			2007
Rail Group	$	752.7		$	621.3
Construction Products Group		201.0			194.2
Inland Barge Group		160.6			126.6
Energy Equipment Group		184.5			101.4
Railcar Leasing and Management Services Group		207.3			204.0
All Other		21.5			17.9
Eliminations – lease subsidiary		(323.0	)		(235.4	)
Eliminations – other		(50.0	)		(21.6	)

Consolidated Total	$	1,154.6		$	1,008.4


Operating profit (loss):	Three Months Ended September 30,
	2008			2007
Rail Group	$	56.8		$	96.5
Construction Products Group		17.3			19.0
Inland Barge Group		29.8			22.3
Energy Equipment Group		32.5			11.6
Railcar Leasing and Management Services Group		53.9			47.0
All Other		(4.1	)		0.1
Corporate		(12.5	)		(7.0	)
Eliminations – lease subsidiary		(9.9	)		(37.3	)
Eliminations – other		(0.8	)		(5.3	)

Consolidated Total	$	163.0		$	146.9

Trinity Industries, Inc.
Condensed Segment Data
(in millions)
(unaudited)


	Nine Months Ended September 30,
Revenues:	2008			2007
Rail Group	$	1,911.1		$	1,789.1
Construction Products Group		589.5			554.7
Inland Barge Group		449.3			355.8
Energy Equipment Group		471.3			292.1
Railcar Leasing and Management Services Group		413.5			437.4
All Other		58.1			50.4
Eliminations – lease subsidiary		(792.3	)		(690.9	)
Eliminations – other		(101.5	)		(59.1	)

Consolidated Total	$	2,999.0		$	2,729.5


Operating profit (loss):	Nine Months Ended September 30,
	2008			2007
Rail Group	$	206.4		$	271.2
Construction Products Group		50.6			44.9
Inland Barge Group		83.5			46.3
Energy Equipment Group		76.1			33.4
Railcar Leasing and Management Services Group		124.0			114.3
All Other		1.4			2.0
Corporate		(29.7	)		(26.7	)
Eliminations – lease subsidiary		(64.2	)		(115.8	)
Eliminations – other		(8.9	)		(2.9	)

Consolidated Total	$	439.2		$	366.7

Trinity Industries, Inc.
Condensed Consolidated Balance Sheets
(in millions)


(unaudited)	September 30,			December 31,
	2008			2007
Cash and cash equivalents	$	183.2		$	289.6
Receivables, net of allowance		353.6			296.5
Inventories		682.2			586.7
Net property, plant, and equipment (1)		2,671.8			2,069.8
Other assets		836.8			800.6

	$	4,727.6		$	4,043.2

Accounts payable and accrued liabilities	$	631.2		$	684.3
Debt (2)		1,760.7			1,374.2
Deferred income		69.6			58.4
Deferred income taxes		271.4			142.1
Other liabilities		66.6			57.5
Stockholders’ equity		1,928.1			1,726.7

	$	4,727.6		$	4,043.2

(1) Property, Plant, and Equipment
Corporate/Manufacturing:
Property, plant, and equipment	$	1,125.1		$	1,065.6
Accumulated depreciation		(585.9	)		(565.4	)

		539.2			500.2

Leasing:
Machinery and other		36.6			36.1
Equipment on lease		2,635.2			1,996.7
Accumulated depreciation		(214.1	)		(214.4	)

		2,457.7			1,818.4

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

	$	2,671.8		$	2,069.8

(2) Debt
Corporate/Manufacturing – Recourse:
Revolving credit facility	$	—		$	—
Convertible subordinated notes		450.0			450.0
Senior notes		201.5			201.5
Other		3.0			3.1

		654.5			654.6

Leasing – Recourse:
Equipment trust certificates		61.4			75.7

Total recourse		715.9			730.3

Leasing – Non-recourse:
Secured railcar equipment notes		323.5			334.1
Warehouse facility		157.3			309.8
Promissory notes		564.0			—

		1,044.8			643.9

	$	1,760.7		$	1,374.2

Trinity Industries, Inc.
Reconciliation of EBITDA
(in millions)
(unaudited)

“EBITDA” is defined as net income (loss) plus interest expense, income taxes, and depreciation and amortization. EBITDA is not a calculation based on generally accepted accounting principles. The amounts included in the EBITDA calculation, however, are derived from amounts included in the historical statements of operations data. In addition, EBITDA should not be considered as an alternative to net income or operating income as an indicator of our operating performance, or as an alternative to operating cash flows as a measure of liquidity. We have reported EBITDA because we regularly review EBITDA as a measure of our ability to incur and service debt. In addition, we believe our debt holders utilize and analyze our EBITDA for similar purposes. We also believe EBITDA assists investors in comparing a company’s performance on a consistent basis without regard to depreciation and amortization, which can vary significantly depending upon many factors. However, the EBITDA measure presented in this press release may not always be comparable to similarly titled measures by other companies due to differences in the components of the calculation.


	Three Months Ended September 30,
	2008		2007
Income from continuing operations	$	91.5	$	87.2
Add:
Interest expense		25.6		19.5
Provision for income taxes		48.3		46.3
Depreciation and amortization expense		37.2		30.0

Earnings from continuing operations before interest expense, income taxes, and depreciation and amortization expense	$	202.6	$	183.0


	Nine Months Ended September 30,
	2008		2007
Income from continuing operations	$	242.7	$	215.3
Add:
Interest expense		71.4		55.8
Provision for income taxes		144.1		118.9
Depreciation and amortization expense		103.1		86.0

Earnings from continuing operations before interest expense, income taxes, and depreciation and amortization expense	$	561.3	$	476.0

Third Quarter 2008 Results Conference Call
James E. Perry, Vice President, Finance and Treasurer
October 30, 2008 – FINAL

Thank you, Elizabeth.
Good morning from Dallas, Texas and welcome to the Trinity Industries Third Quarter 2008 Results Conference Call. I’m James Perry, Vice President, Finance and Treasurer for Trinity. Thank you for being with us today.

•

Steve Menzies, Senior Vice President and Group President of the Rail Group; and

Also in the room today is Chas Michel, Vice President, Controller, and Chief Accounting Officer.

A replay of this conference call will be available starting one hour after the conference call ends today through midnight on Friday, November 7th. The replay number is (402) 220-0422. Replay of this broadcast will also be available on our website located at www.t-r-i-n.net.

“Today’s conference call contains forward looking statements as defined by the Private Securities Litigation Reform Act of 1995 and includes statements as to estimates, expectations, intentions and predictions of future financial performance. Statements that are not historical facts are forward looking. Participants are directed to Trinity’s Form 10-K and other SEC filings for a description of certain of the business issues and risks, a change in any of which could cause actual results or outcomes to differ materially from those expressed in the forward looking statements.”

In today’s call, you will hear us refer to the non-GAAP term EBITDA. A reconciliation of EBITDA was provided in our press release yesterday. For the third quarter, EBITDA was approximately 203 million dollars, compared to 183 million dollars in the same quarter a year ago.

On September 30th, 2008, we had total debt of 1.76 billion dollars. Our borrowings at the corporate level were the 450 million dollars of convertible subordinated notes, 201.5 million dollars of senior notes and 3 million dollars of other indebtedness, for total corporate debt of 654.5 million dollars.

The Leasing Company’s debt included 564 million dollars of Promissory Notes, 323.5 million dollars of Secured Railcar Equipment Notes, 157.3 million dollars outstanding under our railcar leasing warehouse facility, and 61.4 million dollars of Equipment Trust Certificates, for total leasing company debt of 1.1 billion dollars. This compares to a net book value for leasing equipment of 2.5 billion dollars.

During the next twelve months, through September 30th of 2009, our debt repayment commitments total 102 million dollars. Details of future commitments can be found in Note 8 our 10-Q.

Our Total Debt to Total Capital ratio was 47.7 percent on September 30th, 2008, as compared to 44.3 percent at December 31st, 2007. Net of cash, our Net Debt to Total Capital ratio was 45 percent on September 30th, 2008, as compared to 38.6 percent at December 31st, 2007. On September 30th, 2008, our cash position was 183.2 million dollars.

As a result of the current economic crisis, there is a lot of discussion about liquidity. I want to walk you through Trinity’s liquidity position as of September 30th, 2008. In addition to the 183.2 million dollars of cash on the balance sheet, we have 324.6 million dollars available under our 425 million dollar revolving credit facility which matures in October of 2012. We also have 442.7 million dollars available under our leasing warehouse facility that matures in August of 2009; we expect to renew this facility prior to its maturity. Combined, these three items provide more than 950 million dollars in liquidity for Trinity.

In addition, we have strong cash flows, with EBITDA totaling 743.6 million dollars over the last four quarters. In these economic times, we are proud of our strong cash flows and balance sheet. We have worked deliberately to build and maintain our strong positions in these areas so that we may capitalize on business opportunities as they arise.

Interest expense for the third quarter of 2008 was 25.6 million dollars, as compared to 19.5 million dollars in the same quarter last year. The increase is the result of a higher level of debt as we have grown our lease fleet. Our interest coverage ratio, as defined by EBITDA to interest expense over the last four quarters, was 8.1 times.

In December, 2007, Trinity announced authorization for a 200 million dollar share repurchase program through 2009. As we have previously stated, our share repurchase program is part of our capital plan. During the third quarter, we purchased 150,000 shares of stock in the open market for 3.8 million dollars; these shares cash settled in October. Subsequent to the third quarter, we purchased 1,994,400 shares in a privately negotiated transaction for 42.2 million dollars. Our cumulative purchases to date now total 2,719,700 shares for 61.1 million dollars. We viewed the recent decline in the market as an excellent opportunity to reinvest in Trinity. We will continue to provide details of our purchases when we report our results at the end of each quarter.

Now, here’s Tim Wallace.
Tim
Steve
Bill
Thanks, Bill. Now our operator will prepare us for the Q & A session.
Q & A Session
Thank you, Elizabeth. This concludes today’s conference call.

Remember, a replay of this call will be available starting one hour after this call ends today through midnight, Friday, November 7th. The access number is (402) 220-0422. Also, this replay will be available on our website located at www.t-r-i-n.net.

We look forward to visiting with you again on our next conference call. Thank you for joining us this morning.

Trinity Industries, Inc.
Earnings Release Conference Call
Comments of Tim Wallace, Chairman, CEO and President
October 30, 2008
FINAL

I am pleased with our results for the 3rd quarter. Our revenue and earnings established new quarterly records. Our performance continues to reflect the success of our business model and the strengths and capabilities of our work force. We have built a multi-industry portfolio that, while not recession-proof, better positions us to manage through economic downturns. During the 3^rd quarter, the diversification of our portfolio helped compensate for the decrease in earnings of our Rail Group. Both our barge and wind towers businesses produced strong results.

Like many other U.S. companies, the economic slowdown, coupled with the turmoil in the financial markets, is impacting our businesses. While our businesses continued to receive orders during the third quarter, it is clear that economic conditions and tighter capital markets are causing our customers to be more cautious. During this period of uncertainty, we have challenged our businesses to reduce their costs while continuing to provide premier products and services to our customers.

We are closely monitoring order inquiries and our businesses are collaborating to optimize production capacity. Trinity has a special strength in the way our businesses collaborate together for the benefit of the entire company. Our backlogs are allowing us time to plan our production as efficiently as possible. A key strength is our manufacturing flexibility.

During the third quarter, our Rail Group’s profits were in line with our expectations. Our railcar shipments reached a new record level during the quarter. The significant increase in shipments was related primarily to orders for railcars that were produced ahead of schedule for productivity purposes. Production continuity is a major factor in our rail business’s ability to maximize profitability. Our railcar customers are being cautious in their placement of orders for railcars. We are positioned to respond once market demand improves.

During the 3^rd quarter, we developed plans to shift a portion of our railcar production capacity to structural wind towers. Some of our structural wind tower customers decided to delay placing orders while they assess on-going wind energy demand and the availability of financing for wind energy projects. In light of these developments, we have delayed plans to finish converting one of our railcar facilities over to wind tower production. We are ready to respond quickly once the market conditions improve.

Trinity’s Leasing and Management Services Group had a good 3rd quarter. This business plays a crucial role during down cycles. It provides a more consistent level of earnings than our manufacturing operations during down cycles. We continued to increase the size of our lease fleet during the third quarter. A prolonged tightness in the capital markets could cause us to adjust the growth plans of our lease fleet. We are prepared to shift with the market.

Our Barge business performed well during the 3^rd quarter. The strength of our barge backlog provides us with visibility well into 2009. Our barge personnel have done a great job of making productivity improvements, resulting in an outstanding profit margin during the third quarter. Our barge customers continue to visit with us about opportunities for future business but are definitely more cautious. Like our other businesses, we are positioned in our barge business to respond when customers need barges.

Our Construction Products Group’s financial performance was affected by wet weather and Hurricane Ike during the 3^rd quarter. We started off the quarter with normal construction weather, which deteriorated during the middle of the quarter. We finished the quarter on a high note, but could not overcome the slowdown associated with the hurricane.

Our highway products business has been steady during the construction season. If the fall weather cooperates, we expect the balance of the construction season to be in line with normal seasonal activity. We are uniquely positioned in this business to respond to infrastructure spending projects.

I remain optimistic about our structural wind towers business. We are encouraged by the recent extension of the federal Production Tax Credit for wind energy. It appears that wind energy will continue to play a significant role in our nation’s energy independence program. We are prepared to grow and support this program. We are the largest manufacturer of structural wind towers in North America. I am very pleased with our company’s growth in this industry. Our orders and inquiry levels for structural wind towers were robust until the financial turmoil hit a crisis stage. We expect our backlog to resume growing once the capital markets stabilize. Fortunately, our large order backlog enables us to stage our growth and maximize our efficiencies.

The raw materials market which serves our businesses remains very dynamic. Global demand for steel is in a different situation than it was 60 days ago. Demand is decreasing and prices are adjusting as a result. The decrease in demand for steel should provide us opportunities to lower our costs. We are closely monitoring all of our supply chains for opportunities to reduce our costs without decreasing the quality of our products.

From an overall perspective, we are cautious about providing guidance for 2009. Last year at this time we had better visibility into the following year and we were able to provide earnings guidance for 2008. The economy is currently too volatile for us to make accurate projections. As a result, we will not provide earnings guidance for calendar year 2009 during our conference call. We are hopeful that the government’s intervention and stimulus initiatives will help stabilize the capital markets and initiate economic stability. Fortunately, as James mentioned, Trinity’s liquidity stood at $950 million as of September 30. We generated strong cash flows, with EBITDA of $203 million in the third quarter.

I am confident in our abilities going forward. We have been working for years to position ourselves to be highly competitive in a variety of economic scenarios. We have a strong multi-industry business model. Our success during the third quarter reflects the talents of our people; the diversification of our businesses; our emphasis on highly efficient manufacturing; and the strength of our market leadership positions.

During the 33 years that I have been with Trinity I have personally experienced several challenging time periods. Many of our people have experienced them as well and we are highly capable of dealing with these types of situations. Challenging economic conditions are never pleasant, but we are fortunate to be uniquely positioned. We are a very flexible company and we have proven our ability to respond quickly to customer’s needs. During down cycles, we have historically strengthened our portfolio of businesses and we believe there are opportunities to do so during this cycle. We are watching
closely for opportunities while simultaneously keeping an eye on our businesses and our costs. We stand ready to respond as our economy begins to improve.

Trinity Industries, Inc.
Analysts Conference Call
October 30, 2008
Comments by Steve Menzies

TrinityRail had another solid operating performance during the 3^rd quarter of 2008 despite rapidly changing economic and market conditions. We shipped a record number of railcars during the quarter, met our expectations for operating margins and grew our lease fleet while maintaining high fleet utilization. Operating margins for the 3^rd quarter were 7.5 % compared to 15.5% a year earlier and 12.3% during the 2^nd quarter 2008. We expect our operating margins to decline further during the rest of 2008 as a result of a highly competitive market environment.

During the 3^rd quarter, TrinityRail shipped 8,560 railcars, 30% greater than the 6,580 railcars shipped in the 2^nd quarter of 2008, and 21% greater than the 7,070 shipments in the 3rd quarter of 2007. We expect shipments of between 7,000 and 7,500 railcars during the 4^th quarter of 2008. Some of these shipments may come from our finished goods inventory of railcars built in advance of customers’ needs. Building railcars in advance of orders helps to maintain production continuity and efficiencies while making certain railcar types readily available to customers with immediate needs. We are currently developing our production plans for 2009 amid a rapidly changing market environment.

Railcar orders industry wide weakened during the 3^rd quarter. Approximately 7,900 new railcar orders were placed. This brings the industry total for the 1^st 9 months of 2008 to more than 30,500 railcars. At quarter end, the total industry backlog stood at approximately 52,800 railcars down 15 % compared to the backlog at the end of the 2^nd quarter. We continue to experience weak demand in current order inquiries reflective of lower railcar loadings, rapidly decreasing commodity prices and an overhang of idle, new-built railcars yet to be absorbed into the rail system.

Some industry forecasts have recently been adjusted to reflect 2009 industry production in the 35,000 – 40,000 railcar range which is consistent with the market inputs we review. Most noteworthy is an anticipated decline in railcar production in 2009 related to the sharp decrease in demand for biofuels and their co-products. In addition, forecasts indicate weak demand for intermodal and box cars and steady demand for coal cars and certain covered hoppers.

During the 3^rd quarter of 2008, TrinityRail received approximately 4,010 railcar orders raising our order total for the first 9 months of 2008 to slightly more than 15,500 railcars. Many of these orders extend current production lines for a variety of railcars. Specifically, we received orders for covered hoppers, coal cars, open top hoppers, mill gondolas, autoracks and tank cars. The diversity of our orders reflects the breadth of TrinityRail’s product line, customer base and existing production lines.

At the end of the 3^rd quarter, TrinityRail’s firm order backlog was approximately 24,130 railcars; a 16 % decrease from the 2^nd quarter of 2008. Our order backlog comprises 46% of the industry total. Since our order backlog as of 9/30/08 is spread across several years, I will provide a brief summary of our backlog by year. Our backlog for the balance of 2008 is approximately 7,000 railcars, approximately 8,000 railcars for 2009 and the balance through 2011. Our order backlog is very dynamic and will change from quarter-to-quarter. We are focused on securing orders to fill production gaps in 2009 to maintain production continuity and enable us to realize production efficiencies. Our sales team has historically been successful in obtaining orders to fill our production line gaps.

Our Railcar Leasing and Management Services Group continued to grow its railcar fleet during the 3^rd quarter. TrinityRail shipped 4,148 new railcars to customers of our Leasing Company during the 3^rd quarter – all subject to firm, non-cancelable leases. This represented about 48% of TrinityRail’s 3^rd quarter railcar shipments. During the 3^rd quarter, we also sold approximately 1,580 railcars from our lease fleet to TRIP and other various leasing companies and financial institutions. As a result, our lease fleet has grown 22.3 % to more than 43,900 railcars compared to approximately 35,890 railcars in our lease fleet at the end of the 3^rd quarter of 2007.

Demand for railcar leasing continues to increase as evidenced by our strong leasing backlog. Our committed lease backlog as of September 30, 2008 was approximately 17,490 railcars or 72% of our total production backlog. We continue to see a long term trend for railroads and industrial producers to use their capital resources to acquire assets that are core to their businesses while relying on leasing for operating assets such as railcars.

Our lease fleet utilization was 99% at the end of the 3rd quarter of 2008. Lease renewals and successful remarketing of railcars available from leases not renewed have helped maintain our high fleet utilization. Lease rates for renewals and assignments remain stable. The average age of the railcars in our lease fleet is 4.7 years and the average remaining lease term is approximately 4.6 years.

In summary, rapidly changing market conditions, excess industry production capacity and an overhang of idle, recently built railcars is creating a very challenging environment. TrinityRail is well positioned to compete in the current market environment as a result of the initiatives we have implemented during the past several years. Our broad customer base, operating flexibility and diverse product line combined with our leasing capabilities gives us the flexibility to meet customer demand and market challenges.

Trinity Industries, Inc.
Earnings Release Conference Call
Comments of William McWhirter,
Senior Vice President and Chief Financial Officer
October 30, 2008

My comments relate primarily to the third quarter of 2008. We will file our Form 10-Q this morning.

For the third quarter of 2008, we reported earnings of $1.14 per diluted share from continuing operations. This compares with $1.08 per share from continuing operations in the same quarter of 2007. Revenues for the third quarter of 2008 were the highest quarterly revenues in the company’s history, increasing 14.5% over the same quarter last year.

Earnings from continuing operations exceeded the high end of our guidance by 18 cents per share. A lower tax rate contributed 6 cents to our earnings. The remainder is primarily the result of better than expected operating performance in our rail, barge, and energy equipment groups.

Revenues for this group increased on a quarter-over-quarter basis by 21%. Rail Group sales to Trinity’s Leasing and Management Services Group were $323 million in the third quarter of 2008 with profits of $9.9 million, or approximately 8 cents per share. This compares with sales to our Leasing Group in the third quarter of 2007 of $235 million with profits of $37.3 million or 30 cents per diluted share. These inter-company sales and profits are eliminated in consolidation.

At this time, we anticipate margins for the Rail Group of between 4% and 5% for the 4^th quarter. The projected margin level reflects the competitive pricing environment and the mix of car types to be shipped during the quarter.

The Rail Group backlog as of September 30, 2008 consisted of approximately 24,130 railcars, with an estimated sales value of $2.0 billion. Our railcar backlog is broken down approximately as follows:

The Inland Barge Group’s third quarter performance was very strong, posting revenues of $161 million and operating profit of $29.8 million, for a margin of 18.6%. The results of the Inland Barge Group continue to reflect a high level of operational excellence. This group’s backlog, as of September 30, 2008, totaled approximately $669 million. This compares with $772 million one year ago.

We anticipate Inland Barge revenues of between $160 — $170 million in the fourth quarter. The operating profit margins are expected to range between 16% and 18% for the same period.

During the third quarter, this group’s revenues rose 82% quarter-over-quarter to $185 million. Operating profits were $32.5 million with an operating profit margin of 17.6%. The Energy Equipment Group’s revenue growth continues to be driven by our structural wind towers business. Wind tower revenue should account for approximately $420 million in 2008.

Construction Products Group
Revenues for our Construction Products Group grew by 4% when compared to the same quarter of the previous year. Operating profit was $17.3 million for the quarter, which was lower than last year, primarily due to adverse weather conditions in the Southwest United States during the quarter.

Leasing and Management Services Group
Our Railcar Leasing and Management Services Group reported revenues of $207 million compared with $204 million in the same quarter of 2007. Operating profit for the third quarter of 2008 was $54 million with $21 million resulting from railcar sales. During the third quarter, car sales from the fleet were $127 million, of which TRIP accounted for $53 million. The remaining sales were made to independent third parties. In addition, TRIP purchased $57 million worth of railcars from our manufacturing companies during the third quarter of 2008.

For 2008, we anticipate approximately $950 million in net additions to our lease fleet. As a form of clarity, net fleet additions are the fair market value of cars added to our fleet less the proceeds of cars sold from the fleet.

For 2008, we expect non-leasing capital expenditures of between $145 and $155 million.

During the fourth quarter, we expect to defer approximately $355 million in revenue and between $11 and $13 million in operating profits as we grow our leasing business and sell cars to TRIP. This represents between 9 and 11 cents per share.

We anticipate earnings from continuing operations for the fourth quarter of 2008 to range between 60 and 65 cents per diluted share. Our 2008 full year guidance is $3.61 to $3.66 per share.
Included in our assumptions for 2008 are:

At this time I will turn the presentation back to James for the question and answer session.


Delaware	1-6903	75-0225040
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

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


	Trinity Industries, Inc.

October 30, 2008	By:	William A. McWhirter II

		Name: William A. McWhirter II
		Title: Senior Vice President and Chief Financial Officer


Exhibit No.		Description

99.1		News Release dated October 29, 2008 with respect to the operating results for the three and nine month periods ended September 30, 2008.
99.2		Conference call script of October 30, 2008 for James E. Perry, Vice President, Finance and Treasurer.
99.3		Conference call script of October 30, 2008 for Timothy R. Wallace, Chairman, Chief Executive Officer, and President.
99.4		Conference call script of October 30, 2008 for D. Stephen Menzies, Senior Vice President and Group President of the Rail Group.
99.5		Conference call script of October 30, 2008 of William A. McWhirter II, Senior Vice President and Chief Financial Officer.


Date of Report (Date of Earliest Event Reported):		October 29, 2008


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


Backlog to our Leasing Company Backlog to TRIP Backlog to third parties		$1.4 billion, $150 million and $450 million