Good day everyone and welcome to the Trinity Third Quarter Results Conference Call. At this time, all participants are in a listen-only mode. Later you will have the opportunity to ask questions during the Q&A session. Please note this call maybe recorded. Now it is my pleasure to turn the call over to Vice President of Finance and Treasurer of Trinity Industries Mr. James Perry. Please go ahead sir.

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 of Finance and Treasurer for Trinity. Thank you for being with us today. In addition to me, you will hear today from Tim Wallace, Chairman, Chief Executive Officer and President; Steve Menzies, Senior Vice President and Group President of the Rail Group; and Bill McWhirter, Senior Vice President and Chief Financial Officer. Following that, we'll move to the Q&A session. Also in the room today is Chaz 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. A replay of this broadcast will also be available on our website located at www.trin.net. Before we get started, let me remind you that 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, compared to $183 million in the same quarter a year ago. On September 30, 2008, we had total debt of $1.76 billion. Our borrowings at the corporate level was the $450…

Thank you, James and good morning everyone. I am pleased with our results for the third quarter. Our revenues and earnings established new quarterly records. Our performance continues to reflect the success of our business model, and the strengths and capabilities of our workforce. We built a multi-industry portfolio that while not recession proof, better positions us to manage through economic downturns. During the third 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 US 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's clear that the 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 premiere products and services to our customers. We are closely monitoring ordering 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. The 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 businesses' ability to maximize profitability. Our railcar customers are being cautious in their placement of orders for railcars. We are positioned to respond once…

Thank you, Tim. Good morning. Trinity really had another solid operating performance during the third 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 third quarter were 7.5%, compared to 15.5%, a year earlier and 12.3% during the second quarter of 2008. We expect our operating margins to decline further during the rest of 2008, as a result of highly competitive market environment. During the third quarter, Trinity Rail shipped 8,560 railcars, 30% greater than the 6,580 railcars shipped in the second quarter of 2008 and 21% greater than the 7,070 shipments in the third quarter of 2007. We expect shipments of between 7,000 and 7,500 railcars during the fourth 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 third quarter. Approximately 7,900 new railcar orders were placed. This brings the industry total for the first nine 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 second 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…

Thank you, Steve, and good morning everyone. My comments relate primarily to the third quarter of 2008. We will follow 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 reported 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 $0.18 per share. A lower tax rate contributed to $0.06 of the earnings. The remainder is primarily the result of better than expected operating performance in our rail, barge, and energy equipment groups. Moving to our Rail Group. 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 $0.08 per share. This compares with sales for our Leasing Group in the third quarter 2007 of $235 million with profits of $37.3 million or $0.30 per diluted share. These intercompany sales and profits are eliminated in consolidation. Our margin results for the Rail Group were 7.5%. At this time we anticipate margins for the Rail Group of between 4% and 5% for the fourth quarter. The projected margin level reflects the competitive pricing environment and the mix of car types to be shipped in the quarter. The Rail Group backlog as of September 30, 2008, consisted of approximately 24,130 railcars with an estimated sales value of $2 billion. Our railcar backlog is broken down approximately as follows: Backlog to our leasing company, $1.4 billion; backlog to TRIP $150 million; and backlog…

Thanks Bill. Now our operator will prepare us for the Q&A session. Question and Answer

[Operator Instructions]. And our first question comes from Wendy Caplan of Wachovia Securities. Please go ahead.

Thank you. Good morning.

Good morning.

A couple questions; first just a clarification just to be sure that I heard you correctly. You said that customers were attached to all the leases in the rail business… that you… the leasing business.

Yeah. Steve, why don't you handle that?

Yes Wendy. All the shipments from our manufacturing business to our leasing company are supported by non-cancellable orders. And any of our backlog that we state is supported by firm non-cancellable lease or orders as well.

Okay. Thank you, Steve. That's helpful. As you look Steve out at the Rail Group, assuming that as we kind of all are that we're at the beginning or in the middle of a kind of slippery slope here in terms of demand, do you expect that the Rail Group can remain profitable during the down cycle this time?

Wendy, this it Tim. I'll handle that because I was around the last time. What we've really worked hard to do is to position this multi-industry model that we have where we have other businesses that can help pick up the earnings drop like we did this last quarter. With the Rail Group, we look it as Trinity Rail and the leasing company is a lot larger now and has a whole lot more steady flow of earnings. That's what I have said in my statement. Now depending on how low the manufacturing build order rate is it would be… our profitability would all be tied to that. And so, it's hard to determine a scenario that would cause us to be losing at the Trinity Rail section. But at the Rail Group at a very low run rate there would be an opportunity or potential for us to be losing money.

Tim, if I could just to supplement what you're saying, during the last downturn in 2002, the size of our leasing business was about 8,000 to 9,000 railcars versus approximately 43,900 railcars today. So, that size of the leasing business gives us a fair amount of earnings momentum that we did not have during the last downturn.

Right. And I know you've been saying over time that you expect that that will smooth earnings during the downturn. We'll… I guess get an opportunity to see that. The other question I had was about your comment, Tim, I think about maintaining productivity by completing orders ahead of schedule. Is that something that should be of concern to us that you may be building things that there may not be customers for or can you clarify that for me please?

Sure. That's very common on our production scheduling. A lot of times our customers will either contact us and try to move out delivery on cars or sometimes for production reasons, we move up delivery because it fills a void or a gap that we may have. And this isn't something that has occurred only in this quarter, it's something that's just part of the normal production planning. This quarter though, we did have a larger number of cars that we had built ahead of schedule for customers with orders that we were able to ship.

And our next question comes from Steve Barger of KeyBanc Securities.

Hey good morning guys. This is actually Joe Box filling in for Steve. You talked a little bit earlier about having a backlog. I think it was roughly 8,000 cars that you expect to deliver in 2009. If you were to maybe look back about year ago, how do you think that that visibility compares to the end of 3Q '07?

Steve, do you want to handle that?

Joe, could you just elaborate a little bit more in the question what you're looking for? I'm not clear what you're asking.

I'm wondering how your visibility compares right now. I think you had said that you expect to ship about… or you have in backlog about 8,000 cars that are expected to go in 2009. I'm wondering how that compares to the level of visibility that you had at the end of 3Q '07.

Well, our backlog today is less than it was at this time in 2007. So, we had more visibility a year ago. And that would be consistent with a weakening market.

Okay. Separately, can you talk a little bit about your expected manufacturing footprint for your railcar business? I guess to be a little bit more specific, can you break it down between your low cost Mexico production versus your higher cost US production?

No. We don't publish or give those numbers out for numerous reasons, primarily competitive reasons. And one of the key things that we have is the flexibility of being able to shift our production between our operations that will help maximize the productivity. And that's what we've been experiencing the last several quarters is a lot of productivity.

Joe we're currently working on our 2009 production plans. We're very much in the planning cycle for our business. And I believe in previous calls we have stated that we expect to produce approximately 35% to 40% of our cars from our Mexican facility.

Thank you. And our next question comes from John Barnes of BB&T Capital Markets. Please go ahead. John Barnes - BB&T Capital Markets: Hey, Good morning, guys. Could you talk a little bit Bill just… I think in last quarter you talked a little bit about margins on the rail side being… I think the range you gave was kind of 6 to 9%. It came in the midpoint of that range. You lowered it for the fourth quarter. I understand you've got the same issues going on, but you should have a bit of a reprieve in the fourth quarter on raw material cost. Or is it that you've already purchased the raw material cost a couple of quarters ago when they were at their highest, so you're kind of cycling through your highest raw materials at this point?

Yeah, John, back in Q2 we said between 6 and 8%, we ended up at 7.5 kind of right in that range. As we look forward into Q4… 4 and 5, it obviously has some pricing issues associated with it as well as the cost side. You would guess that the material would already be on the ground for the vast majority of cars to be produced in Q4. So I think that cost is there to stay. Clearly as we look forward though we are seeing a little bit of bright spots in raw materials falling down a little further than we had anticipated. John Barnes - BB&T Capital Markets: So you should start to get some benefit from raw materials?

I hope we pick up a little cost savings in raw materials. I'm not sure what the pricing environment is going to do. John Barnes - BB&T Capital Markets: Okay. All right, very good. I might have missed this comment but to the last question on the 8,000 cars to be delivered in 2009 that's a firm number? That's how many you expect as of what you've got in the backlog right now? That's what you anticipate delivering in 2009 barring any other orders?

Steve why don't you take that one?

Just to be clear that's our order backlog for 2009. We would expect to produce more cars than that. And again as I said we're working on our production plans for 2009. But those 8,000 are firm orders that we have today for production in 2009. That is not what we intend to produce. We hope to produce more than that.

And out next question comes from Paul Bodnar of Longbow Research. Please go ahead.

Good morning, guys. Just a follow-up to that last question, in terms of the percent backlog maybe at the end of 3Q '07 versus 3Q '08, the 8,000 cars being produced in '09. Is [inaudible] to percent backlog as to what it looked like a year ago? I guess is that a pretty typical number to have that many cars in your backlog in 2010?

It's really hard to generalize about that Paul. Every market is different. Just to build here our backlog at the end of third quarter of 2007 was approximately 31,200 railcars.

Okay. I guess another follow-up too. Compared to the last downturn you've change your manufacturing [inaudible]. Right now you're converting two facilities over to wind. Maybe just talk a little bit about how the footprint looks a little bit different, what you've kind of added in terms of facilities now that fixed cost structure may differ this time?

There's a real bad connection. Could you repeat that question for us?

Yes. During the last downturn, you obviously shifted some facilities this time around to wind. You've done some work in Mexico, but how does the fixed-cost footprint or just your number of facilities out there compare to what you looked like in the last downturn?

Bill why don't you handle that?

I think the fixed-cost footprint particularly for the rail side looks much better than it did in the last downturn. We don't have the northeast facilities that we used to have that had a higher cost base. We've made great investments in our Mexico facilities. And we converted a lot of the idle capacity over to the wind tower business, which is being effectively used in producing quite a bit of income. So I would say overall the company is positioned much, much better for a rails down cycle.

This is Tim. I want to be sure that everybody understands the comment that I had on the wind tower conversions. At the last conference call we said we were converting two facilities. And we decided just to convert one facility and we've delayed our plans on the second facility. So we are closely monitoring that situation and we'll make a decision based on our order level and order inquiry level, but we're really ready to respond fairly quickly on converting that second facility.

And our next question comes from Art Hatfield of Morgan Keegan. Your line is open. Arthur Hatfield - Morgan Keegan & Co.: Thank you. Good morning everybody, Just a few questions. Do you know what percent or… and if you do… are you willing to give, what percent of your lease fleet rolls off leases in 2009?

This is Tim. In a leasing business you just have a normal leasing that comes up on a year-in/year-out basis. But since we're growing our leasing business as rapid as we are we don't really have any normal statistics. And it was kind of back to the question where you asking, traditionally what do you do? And when you're growing leasing business like this there's really not a particular norm. Steve you want to add anything to that?

Well I guess the other maybe rule of thumb for the leasing business is to take your average remaining lease term and look at that over the size of your fleet. You get some averages is what you can see coming off lease each year, but we don't give specific information about our lease expirations for competitive purposes. Arthur Hatfield - Morgan Keegan & Co.: Okay. Thanks. And just a real quick question on your construction business Tim, my understanding is that it doesn't have a big correlation to housing. Is that correct? And if it's not, can you give us kind of what percentage of that business is related to the housing market?

Well our construction businesses consist of a number of different components. One that's most related to the housing business would be the concrete and aggregate business in Texas. And the Texas market in the housing area where we serve we haven't seen a deep trough like you've seen in other areas. So there's definitely vulnerability. Also our people have been really good at converting back over to some other industrial type products in that area. In the highway guardrails area it's obvious that's really not tied to… highway safety products is not tied to homebuilding at all. Bill do you have any other comments on that.

No. I think that's perfect.

And our next question comes from Bill Baldwin of Baldwin Anthony. Your line is open.

Thank you. Good morning gentlemen. Bill I wanted to see what kind of color you could offer us as far as what you're seeing out there in terms of availability, in terms on your longer-term financing that may be available for your Trinity leasing. You know when you transfer them out of your warehouse into your lease fleet what's kind of going on in those markets right now?

I would say right now the capital markets obviously are in disarray. Our general thinking is that things are generally far for 2008. There's a lot of optimism that the markets will be back in 2009 and that the stimulus packages that are out there will get the capital moving. The one thing for sure is that Trinity over the past few years has certainly built a reputation as the absolute leader in railcar financing. So I think when we come back to the table our name in the capital markets will be kind of the class-A name as we try to do this paper. As James went through we have plenty of liquidity, and our hope is 2009 [inaudible].

Then we did a nice financing back in, was that May?

Yes. I think our timing has been really good --

Yes. That was very timely. Good job there gentlemen on that. Do you work with the larger banks on financing your longer-term requirements in that lease fleet particularly with those special-equity trusts you set up?

Yes. I think we have a variety of people that we work with to get the paper renewed. We used some investment banks to help us with structure. And then we have some great banking relationships across the board that we've had for a long time. And so we get a lot of participation.

And our next question comes from Louis Sapir with Oppenheimer. Please go ahead. Louis Sapir - Oppenheimer & Co.: Thank you very much. Formally either from quarterly reports are in literature. The indication was that your earnings for the year would be in the area of $3.50 a share. Am I to assume that that number is still valid?

Bill do you want to handle that or James?

If you're talking about guidance for 2008 our guidance for 2008 based on the performance in the third quarter is now $3.60 to $3.66 on a fully diluted basis. Louis Sapir - Oppenheimer & Co.: $3.56 on a fully diluted basis?

I'm sorry. $3.61 to $3.66.

And now we have a follow-up question from the site of Paul Bodnar at Longbow.

A little color on what the order activity looks like in barge business right now and what the market outlook is for you at the next six months or so there?

Bill you want to take that one?

I would say it's fair to say that in the barge business where you have an item that has a large piece of steel cost associated with it there's a little bit of wait and see [inaudible]. We're fortunate to have very good backbones in that business and as fully demonstrated in our sales as a leader in barge production. I think the need will be there. But I think in the short term we may see a little bit of cautious nature associated with buying barges.

And gentlemen it appears that we have no further questions at this time. So I'll turn the conference back over to Mr. Perry.

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 7. The access number is 402-220-0422. Also this replay will be available on our Website located at www.trin.net. We look forward to visiting with you again on our next conference call. Thank you for joining us this morning.

This concludes today's conference call. You may disconnect at any time. Thank you and have a great day. .