(Mark One)
|
|
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
|
|
OR
|
¨
|
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
75-0225040
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
|
|
2525 N. Stemmons Freeway, Dallas, Texas
|
75207-2401
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Name of each exchange
on which registered
|
Common Stock ($1.00 par value)
|
New York Stock Exchange, Inc.
|
Caption
|
Page
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
•
|
railcars and railcar parts;
|
•
|
the leasing, management, and maintenance of railcars;
|
•
|
inland barges;
|
•
|
highway products;
|
•
|
aggregates;
|
•
|
storage and distribution containers;
|
•
|
structural wind towers;
|
•
|
electric utility structures; and
|
•
|
parts and steel components.
|
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
|
|
(in millions)
|
||||||
Rail Group
|
|
|
|
|
||||
External Customers
|
|
$
|
5,204.3
|
|
|
$
|
4,189.6
|
|
Leasing Group
|
|
2,010.5
|
|
|
827.0
|
|
||
|
|
$
|
7,214.8
|
|
|
$
|
5,016.6
|
|
Inland Barge Group
|
|
$
|
437.9
|
|
|
$
|
429.6
|
|
Wind towers
|
|
$
|
473.5
|
|
|
$
|
553.9
|
|
Business Group
|
December 31,
2014 |
|
Rail Group
|
10,980
|
|
Construction Products Group
|
1,670
|
|
Inland Barge Group
|
2,130
|
|
Energy Equipment Group
|
6,340
|
|
Railcar Leasing and Management Services Group
|
200
|
|
All Other
|
420
|
|
Corporate
|
330
|
|
|
22,070
|
|
Name
|
|
Age
|
|
Office
|
|
Officer
Since
|
Timothy R. Wallace*
|
|
61
|
|
Chairman, Chief Executive Officer, and President
|
|
1985
|
James E. Perry*
|
|
43
|
|
Senior Vice President and Chief Financial Officer
|
|
2005
|
Melendy E. Lovett*
|
|
56
|
|
Senior Vice President and Chief Administrative Officer
|
|
2014
|
William A. McWhirter II*
|
|
50
|
|
Senior Vice President and Group President
|
|
2005
|
D. Stephen Menzies*
|
|
59
|
|
Senior Vice President and Group President
|
|
2001
|
S. Theis Rice*
|
|
64
|
|
Senior Vice President and Chief Legal Officer
|
|
2002
|
Kathryn A. Collins
|
|
51
|
|
Vice President, Human Resources
|
|
2014
|
Tammy D. Gilbert
|
|
54
|
|
Vice President, Information Technology
|
|
2012
|
Virginia C. Gray, Ph.D.
|
|
55
|
|
Vice President, Organizational Development
|
|
2007
|
Mary E. Henderson*
|
|
56
|
|
Vice President and Chief Accounting Officer
|
|
2009
|
John M. Lee
|
|
54
|
|
Vice President, Business Development
|
|
1994
|
Steven L. McDowell
|
|
53
|
|
Vice President and Chief Audit Executive
|
|
2013
|
Gail M. Peck
|
|
47
|
|
Vice President, Finance and Treasurer
|
|
2010
|
Heather Perttula Randall
|
|
41
|
|
Vice President, Legal Affairs and Government Relations
|
|
2011
|
Jared S. Richardson
|
|
42
|
|
Vice President, Associate General Counsel and Secretary
|
|
2010
|
Stephen W. Smith
|
|
65
|
|
Vice President and Chief Technical Officer
|
|
2012
|
•
|
the cost of and demand for leases or ownership of newer or specific-use railcar types;
|
•
|
the availability in the market generally of competing used or new railcars;
|
•
|
the degree of obsolescence of leased or unleased railcars, including railcars subject to regulatory obsolescence;
|
•
|
the prevailing market and economic conditions, including the availability of credit, interest rates, and inflation rates;
|
•
|
the market demand or governmental mandate for refurbishment; and
|
•
|
the volume and nature of railcar traffic and loadings
|
|
Approximate Square Feet
|
|
Approximate Square Feet Located In
|
|||||||||||
|
Owned
|
|
Leased
|
|
US
|
|
Mexico
|
|
Canada
|
|||||
Rail Group
|
6,586,100
|
|
|
129,500
|
|
|
4,638,800
|
|
|
2,076,800
|
|
|
—
|
|
Construction Products Group
|
1,859,500
|
|
|
101,900
|
|
|
1,930,300
|
|
|
31,100
|
|
|
—
|
|
Inland Barge Group
|
996,700
|
|
|
81,000
|
|
|
1,077,700
|
|
|
—
|
|
|
—
|
|
Energy Equipment Group
|
2,805,800
|
|
|
554,600
|
|
|
2,589,100
|
|
|
687,900
|
|
|
83,400
|
|
Corporate Offices
|
231,200
|
|
|
3,100
|
|
|
211,000
|
|
|
23,300
|
|
|
—
|
|
|
12,479,300
|
|
|
870,100
|
|
|
10,446,900
|
|
|
2,819,100
|
|
|
83,400
|
|
|
Production Capacity Utilized
|
|
Rail Group
|
90
|
%
|
Construction Products Group
|
65
|
%
|
Inland Barge Group
|
85
|
%
|
Energy Equipment Group
|
85
|
%
|
|
Prices
|
||||||
Year Ended December 31, 2014
|
High
|
|
Low
|
||||
Quarter ended March 31, 2014
|
$
|
37.32
|
|
|
$
|
27.08
|
|
Quarter ended June 30, 2014
|
43.74
|
|
|
33.82
|
|
||
Quarter ended September 30, 2014
|
50.30
|
|
|
41.56
|
|
||
Quarter ended December 31, 2014
|
43.12
|
|
|
26.57
|
|
Year Ended December 31, 2013
|
High
|
|
Low
|
||||
Quarter ended March 31, 2013
|
$
|
22.70
|
|
|
$
|
18.10
|
|
Quarter ended June 30, 2013
|
22.31
|
|
|
17.65
|
|
||
Quarter ended September 30, 2013
|
23.09
|
|
|
17.88
|
|
||
Quarter ended December 31, 2013
|
28.33
|
|
|
21.79
|
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
Quarter ended March 31,
|
$
|
0.075
|
|
|
$
|
0.055
|
|
Quarter ended June 30,
|
0.100
|
|
|
0.065
|
|
||
Quarter ended September 30,
|
0.100
|
|
|
0.075
|
|
||
Quarter ended December 31,
|
0.100
|
|
|
0.075
|
|
||
Total
|
$
|
0.375
|
|
|
$
|
0.270
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
Trinity Industries, Inc.
|
100
|
|
|
155
|
|
|
177
|
|
|
214
|
|
|
331
|
|
|
343
|
|
Dow Jones US Commercial Vehicles & Trucks Index
|
100
|
|
|
165
|
|
|
145
|
|
|
162
|
|
|
194
|
|
|
201
|
|
New York Stock Exchange Composite Index
|
100
|
|
|
114
|
|
|
110
|
|
|
128
|
|
|
161
|
|
|
172
|
|
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)
|
||||||
October 1, 2014 through October 31, 2014
|
|
2,358
|
|
|
$
|
36.98
|
|
|
—
|
|
|
$
|
218,529,671
|
|
November 1, 2014 through November 30, 2014
|
|
441
|
|
|
$
|
35.01
|
|
|
—
|
|
|
$
|
218,529,671
|
|
December 1, 2014 through December 31, 2014
|
|
299
|
|
|
$
|
28.85
|
|
|
—
|
|
|
$
|
218,529,671
|
|
Total
|
|
3,098
|
|
|
$
|
35.91
|
|
|
—
|
|
|
$
|
218,529,671
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(in millions, except percent and per share data)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
6,170.0
|
|
|
$
|
4,365.3
|
|
|
$
|
3,811.9
|
|
|
$
|
2,938.3
|
|
|
$
|
1,930.7
|
|
Operating profit
|
1,251.0
|
|
|
772.9
|
|
|
574.8
|
|
|
426.8
|
|
|
294.2
|
|
|||||
Income from continuing operations
|
709.3
|
|
|
386.1
|
|
|
251.9
|
|
|
146.8
|
|
|
69.4
|
|
|||||
Gain on sale of discontinued operations, net of provision for income taxes of $-, $5.4, $-, $-, and $-
|
—
|
|
|
7.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income (loss) from discontinued operations, net of provision (benefit) for income taxes of $-, $(0.8), $1.1, $(0.4), and $3.6
|
—
|
|
|
(0.8
|
)
|
|
1.8
|
|
|
(1.1
|
)
|
|
6.0
|
|
|||||
Net income
|
$
|
709.3
|
|
|
$
|
392.4
|
|
|
$
|
253.7
|
|
|
$
|
145.7
|
|
|
$
|
75.4
|
|
Net income attributable to Trinity Industries, Inc.
|
$
|
678.2
|
|
|
$
|
375.5
|
|
|
$
|
255.2
|
|
|
$
|
142.2
|
|
|
$
|
67.4
|
|
Net income attributable to Trinity Industries, Inc. per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
4.35
|
|
|
$
|
2.34
|
|
|
$
|
1.59
|
|
|
$
|
0.89
|
|
|
$
|
0.39
|
|
Discontinued operations
|
—
|
|
|
0.04
|
|
|
0.01
|
|
|
(0.01
|
)
|
|
0.04
|
|
|||||
|
$
|
4.35
|
|
|
$
|
2.38
|
|
|
$
|
1.60
|
|
|
$
|
0.88
|
|
|
$
|
0.43
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
4.19
|
|
|
$
|
2.34
|
|
|
$
|
1.58
|
|
|
$
|
0.89
|
|
|
$
|
0.39
|
|
Discontinued operations
|
—
|
|
|
0.04
|
|
|
0.01
|
|
|
(0.01
|
)
|
|
0.04
|
|
|||||
|
$
|
4.19
|
|
|
$
|
2.38
|
|
|
$
|
1.59
|
|
|
$
|
0.88
|
|
|
$
|
0.43
|
|
Weighted average number of shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
151.0
|
|
|
152.8
|
|
|
154.7
|
|
|
154.9
|
|
|
153.7
|
|
|||||
Diluted
|
156.7
|
|
|
152.9
|
|
|
155.1
|
|
|
155.4
|
|
|
154.0
|
|
|||||
Dividends declared per common share
|
$
|
0.375
|
|
|
$
|
0.270
|
|
|
$
|
0.210
|
|
|
$
|
0.175
|
|
|
$
|
0.160
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
8,733.8
|
|
|
$
|
7,313.4
|
|
|
$
|
6,669.9
|
|
|
$
|
6,121.0
|
|
|
$
|
5,760.0
|
|
Debt - recourse
|
$
|
829.3
|
|
|
$
|
419.0
|
|
|
$
|
458.1
|
|
|
$
|
455.0
|
|
|
$
|
449.4
|
|
Debt - non-recourse
|
$
|
2,723.7
|
|
|
$
|
2,570.8
|
|
|
$
|
2,596.9
|
|
|
$
|
2,517.2
|
|
|
$
|
2,457.4
|
|
Stockholders' equity
|
$
|
3,397.4
|
|
|
$
|
2,749.1
|
|
|
$
|
2,137.6
|
|
|
$
|
1,948.3
|
|
|
$
|
1,845.7
|
|
Ratio of total debt to total capital
|
51.1
|
%
|
|
52.1
|
%
|
|
58.8
|
%
|
|
60.4
|
%
|
|
61.2
|
%
|
|||||
Book value per share
|
$
|
21.83
|
|
|
$
|
17.75
|
|
|
$
|
13.52
|
|
|
$
|
12.15
|
|
|
$
|
11.57
|
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
|
(in millions)
|
||||||
Rail Group
|
|
|
|
||||
External Customers
|
$
|
5,204.3
|
|
|
$
|
4,189.6
|
|
Leasing Group
|
2,010.5
|
|
|
827.0
|
|
||
|
$
|
7,214.8
|
|
|
$
|
5,016.6
|
|
Inland Barge Group
|
$
|
437.9
|
|
|
$
|
429.6
|
|
Wind towers
|
$
|
473.5
|
|
|
$
|
553.9
|
|
|
Year Ended December 31, 2014
|
|
|
|
|||||||||||
|
Revenues
|
|
Percent Change 2014 versus 2013
|
||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
|||||||||
|
($ in millions)
|
|
|
||||||||||||
Rail Group
|
$
|
3,077.6
|
|
|
$
|
739.2
|
|
|
$
|
3,816.8
|
|
|
33.1
|
|
%
|
Construction Products Group
|
546.1
|
|
|
5.6
|
|
|
551.7
|
|
|
5.1
|
|
|
|||
Inland Barge Group
|
638.5
|
|
|
—
|
|
|
638.5
|
|
|
10.7
|
|
|
|||
Energy Equipment Group
|
796.0
|
|
|
196.3
|
|
|
992.3
|
|
|
49.1
|
|
|
|||
Railcar Leasing and Management Services Group
|
1,106.4
|
|
|
11.9
|
|
|
1,118.3
|
|
|
73.3
|
|
|
|||
All Other
|
5.4
|
|
|
105.0
|
|
|
110.4
|
|
|
27.5
|
|
|
|||
Segment Totals before Eliminations
|
6,170.0
|
|
|
1,058.0
|
|
|
7,228.0
|
|
|
34.7
|
|
|
|||
Eliminations – Lease subsidiary
|
—
|
|
|
(710.1
|
)
|
|
(710.1
|
)
|
|
|
|
|
|||
Eliminations – Other
|
—
|
|
|
(347.9
|
)
|
|
(347.9
|
)
|
|
|
|
||||
Consolidated Total
|
$
|
6,170.0
|
|
|
$
|
—
|
|
|
$
|
6,170.0
|
|
|
41.3
|
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Year Ended December 31, 2013
|
|
|
|
|||||||||||
|
Revenues
|
|
Percent Change 2013 versus 2012
|
||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
|||||||||
|
($ in millions)
|
|
|
|
|||||||||||
Rail Group
|
$
|
2,093.5
|
|
|
$
|
774.0
|
|
|
$
|
2,867.5
|
|
|
42.4
|
|
%
|
Construction Products Group
|
508.6
|
|
|
16.4
|
|
|
525.0
|
|
|
8.5
|
|
|
|||
Inland Barge Group
|
576.6
|
|
|
0.1
|
|
|
576.7
|
|
|
(14.6
|
)
|
|
|||
Energy Equipment Group
|
536.5
|
|
|
128.9
|
|
|
665.4
|
|
|
19.1
|
|
|
|||
Railcar Leasing and Management Services Group
|
645.4
|
|
|
—
|
|
|
645.4
|
|
|
(0.3
|
)
|
|
|||
All Other
|
4.7
|
|
|
81.9
|
|
|
86.6
|
|
|
6.4
|
|
|
|||
Segment Totals before Eliminations
|
4,365.3
|
|
|
1,001.3
|
|
|
5,366.6
|
|
|
20.4
|
|
|
|||
Eliminations – Lease subsidiary
|
—
|
|
|
(756.5
|
)
|
|
(756.5
|
)
|
|
|
|
||||
Eliminations – Other
|
—
|
|
|
(244.8
|
)
|
|
(244.8
|
)
|
|
|
|
||||
Consolidated Total
|
$
|
4,365.3
|
|
|
$
|
—
|
|
|
$
|
4,365.3
|
|
|
14.5
|
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Year Ended December 31, 2012
|
|
|
|
|||||||||||
|
Revenues
|
|
|
|
|||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
|
|
|||||||
|
($ in millions)
|
|
|
|
|||||||||||
Rail Group
|
$
|
1,512.1
|
|
|
$
|
500.9
|
|
|
$
|
2,013.0
|
|
|
|
|
|
Construction Products Group
|
461.2
|
|
|
22.5
|
|
|
483.7
|
|
|
|
|
||||
Inland Barge Group
|
675.2
|
|
|
—
|
|
|
675.2
|
|
|
|
|
||||
Energy Equipment Group
|
506.0
|
|
|
52.6
|
|
|
558.6
|
|
|
|
|
||||
Railcar Leasing and Management Services Group
|
644.4
|
|
|
2.7
|
|
|
647.1
|
|
|
|
|
||||
All Other
|
13.0
|
|
|
68.4
|
|
|
81.4
|
|
|
|
|
||||
Segment Totals before Eliminations
|
3,811.9
|
|
|
647.1
|
|
|
4,459.0
|
|
|
|
|
||||
Eliminations – Lease subsidiary
|
—
|
|
|
(485.9
|
)
|
|
(485.9
|
)
|
|
|
|
||||
Eliminations – Other
|
—
|
|
|
(161.2
|
)
|
|
(161.2
|
)
|
|
|
|
||||
Consolidated Total
|
$
|
3,811.9
|
|
|
$
|
—
|
|
|
$
|
3,811.9
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Rail Group
|
$
|
3,092.7
|
|
|
$
|
2,377.8
|
|
|
$
|
1,814.0
|
|
Construction Products Group
|
486.3
|
|
|
472.4
|
|
|
438.9
|
|
|||
Inland Barge Group
|
524.1
|
|
|
480.7
|
|
|
550.5
|
|
|||
Energy Equipment Group
|
884.2
|
|
|
604.0
|
|
|
540.4
|
|
|||
Railcar Leasing and Management Services Group
|
602.0
|
|
|
348.6
|
|
|
346.2
|
|
|||
All Other
|
136.0
|
|
|
100.3
|
|
|
91.6
|
|
|||
Segment Totals before Eliminations and Corporate Expenses
|
5,725.3
|
|
|
4,383.8
|
|
|
3,781.6
|
|
|||
Corporate
|
119.0
|
|
|
73.4
|
|
|
51.5
|
|
|||
Eliminations – Lease subsidiary
|
(577.0
|
)
|
|
(621.1
|
)
|
|
(435.1
|
)
|
|||
Eliminations – Other
|
(348.3
|
)
|
|
(243.7
|
)
|
|
(160.9
|
)
|
|||
Consolidated Total
|
$
|
4,919.0
|
|
|
$
|
3,592.4
|
|
|
$
|
3,237.1
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Rail Group
|
$
|
724.1
|
|
|
$
|
489.7
|
|
|
$
|
199.0
|
|
Construction Products Group
|
65.4
|
|
|
52.6
|
|
|
44.8
|
|
|||
Inland Barge Group
|
114.4
|
|
|
96.0
|
|
|
124.7
|
|
|||
Energy Equipment Group
|
108.1
|
|
|
61.4
|
|
|
18.2
|
|
|||
Railcar Leasing and Management Services Group
|
516.3
|
|
|
296.8
|
|
|
300.9
|
|
|||
All Other
|
(25.6
|
)
|
|
(13.7
|
)
|
|
(10.2
|
)
|
|||
Segment Totals before Eliminations and Corporate Expenses
|
1,502.7
|
|
|
982.8
|
|
|
677.4
|
|
|||
Corporate
|
(119.0
|
)
|
|
(73.4
|
)
|
|
(51.5
|
)
|
|||
Eliminations – Lease subsidiary
|
(133.1
|
)
|
|
(135.4
|
)
|
|
(50.8
|
)
|
|||
Eliminations – Other
|
0.4
|
|
|
(1.1
|
)
|
|
(0.3
|
)
|
|||
Consolidated Total
|
$
|
1,251.0
|
|
|
$
|
772.9
|
|
|
$
|
574.8
|
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes
|
1.4
|
|
|
2.1
|
|
|
2.0
|
|
Domestic production activities deduction
|
(2.0
|
)
|
|
(1.4
|
)
|
|
—
|
|
Noncontrolling interest in partially-owned subsidiaries
|
(1.1
|
)
|
|
(0.9
|
)
|
|
—
|
|
Tax assessments and settlements
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
Changes in valuation allowances and reserves
|
0.1
|
|
|
(0.8
|
)
|
|
(1.4
|
)
|
Other, net
|
(0.1
|
)
|
|
0.6
|
|
|
(0.3
|
)
|
Effective rate
|
33.3
|
%
|
|
34.6
|
%
|
|
34.7
|
%
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014 versus 2013
|
|
2013 versus 2012
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Rail
|
$
|
3,674.8
|
|
|
$
|
2,736.7
|
|
|
$
|
1,850.5
|
|
|
34.3
|
%
|
|
47.9
|
%
|
Components
|
142.0
|
|
|
130.8
|
|
|
162.5
|
|
|
8.6
|
|
|
(19.5
|
)
|
|||
Total revenues
|
3,816.8
|
|
|
2,867.5
|
|
|
2,013.0
|
|
|
33.1
|
|
|
42.4
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Operating costs:
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenues
|
3,027.2
|
|
|
2,330.8
|
|
|
1,773.9
|
|
|
29.9
|
|
|
31.4
|
|
|||
Selling, engineering, and administrative costs
|
65.5
|
|
|
47.0
|
|
|
40.1
|
|
|
39.4
|
|
|
17.2
|
|
|||
Operating profit
|
$
|
724.1
|
|
|
$
|
489.7
|
|
|
$
|
199.0
|
|
|
47.9
|
|
|
146.1
|
|
Operating profit margin
|
19.0
|
%
|
|
17.1
|
%
|
|
9.9
|
%
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
External Customers
|
$
|
5,204.3
|
|
|
$
|
4,189.6
|
|
|
$
|
2,867.5
|
|
Leasing Group
|
2,010.5
|
|
|
827.0
|
|
|
834.7
|
|
|||
Total
|
$
|
7,214.8
|
|
|
$
|
5,016.6
|
|
|
$
|
3,702.2
|
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014 versus 2013
|
|
2013 versus 2012
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Highway products
|
$
|
317.6
|
|
|
$
|
335.9
|
|
|
$
|
376.1
|
|
|
(5.4
|
)%
|
|
(10.7
|
)%
|
Aggregates
|
152.1
|
|
|
112.7
|
|
|
65.1
|
|
|
35.0
|
|
|
73.1
|
|
|||
Other
|
82.0
|
|
|
76.4
|
|
|
42.5
|
|
|
7.3
|
|
|
79.8
|
|
|||
Total revenues
|
551.7
|
|
|
525.0
|
|
|
483.7
|
|
|
5.1
|
|
|
8.5
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Operating costs:
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenues
|
430.9
|
|
|
409.6
|
|
|
387.0
|
|
|
5.2
|
|
|
5.8
|
|
|||
Selling, engineering, and administrative costs
|
67.8
|
|
|
63.3
|
|
|
52.0
|
|
|
7.1
|
|
|
21.7
|
|
|||
Property disposition gains
|
(12.4
|
)
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|
|
|
|
|||||
Operating profit
|
$
|
65.4
|
|
|
$
|
52.6
|
|
|
$
|
44.8
|
|
|
24.3
|
|
|
17.4
|
|
Operating profit margin
|
11.9
|
%
|
|
10.0
|
%
|
|
9.3
|
%
|
|
|
|
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014 versus 2013
|
|
2013 versus 2012
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Revenues
|
$
|
638.5
|
|
|
$
|
576.7
|
|
|
$
|
675.2
|
|
|
10.7
|
%
|
|
(14.6
|
)%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating costs:
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenues
|
506.6
|
|
|
461.5
|
|
|
538.9
|
|
|
9.8
|
|
|
(14.4
|
)
|
|||
Selling, engineering, and administrative costs
|
17.5
|
|
|
19.2
|
|
|
15.4
|
|
|
(8.9
|
)
|
|
24.7
|
|
|||
Property disposition gains
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
|
|
|
|
|||||
Operating profit
|
$
|
114.4
|
|
|
$
|
96.0
|
|
|
$
|
124.7
|
|
|
19.2
|
|
|
(23.0
|
)
|
Operating profit margin
|
17.9
|
%
|
|
16.6
|
%
|
|
18.5
|
%
|
|
|
|
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014 versus 2013
|
|
2013 versus 2012
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Wind towers and utility structures
|
$
|
454.6
|
|
|
$
|
280.1
|
|
|
$
|
294.0
|
|
|
62.3
|
%
|
|
(4.7
|
)%
|
Other
|
537.7
|
|
|
385.3
|
|
|
264.6
|
|
|
39.6
|
|
|
45.6
|
|
|||
Total revenues
|
992.3
|
|
|
665.4
|
|
|
558.6
|
|
|
49.1
|
|
|
19.1
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Operating costs:
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenues
|
810.5
|
|
|
559.0
|
|
|
510.3
|
|
|
45.0
|
|
|
9.5
|
|
|||
Selling, engineering, and administrative costs
|
74.8
|
|
|
45.0
|
|
|
30.8
|
|
|
66.2
|
|
|
46.1
|
|
|||
Property disposition gains
|
(1.1
|
)
|
|
—
|
|
|
(0.7
|
)
|
|
|
|
|
|||||
Operating profit
|
$
|
108.1
|
|
|
$
|
61.4
|
|
|
$
|
18.2
|
|
|
76.1
|
|
|
237.4
|
|
Operating profit margin
|
10.9
|
%
|
|
9.2
|
%
|
|
3.3
|
%
|
|
|
|
|
|
Year Ended December 31,
|
Percent Change
|
|||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014 versus 2013
|
|
2013 versus 2012
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Leasing and management
|
$
|
632.0
|
|
|
$
|
586.9
|
|
|
$
|
528.5
|
|
|
7.7
|
%
|
|
11.1
|
%
|
Sale of railcars owned one year or less at the time of sale
|
486.3
|
|
|
58.5
|
|
|
118.6
|
|
|
|
|
|
|||||
Total revenues
|
$
|
1,118.3
|
|
|
$
|
645.4
|
|
|
$
|
647.1
|
|
|
73.3
|
|
|
(0.3
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit:
|
|
|
|
|
|
|
|
|
|
||||||||
Leasing and management
|
$
|
287.9
|
|
|
$
|
267.3
|
|
|
$
|
242.6
|
|
|
7.7
|
|
|
10.2
|
|
Railcar sales:
|
|
|
|
|
|
|
|
|
|
||||||||
Railcars owned one year or less at the time of sale
|
136.1
|
|
|
9.1
|
|
|
24.8
|
|
|
|
|
|
|||||
Railcars owned more than one year at the time of sale
|
92.3
|
|
|
20.4
|
|
|
33.5
|
|
|
|
|
|
|||||
Total operating profit
|
$
|
516.3
|
|
|
$
|
296.8
|
|
|
$
|
300.9
|
|
|
74.0
|
|
|
(1.4
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit margin:
|
|
|
|
|
|
|
|
|
|
||||||||
Leasing and management
|
45.6
|
%
|
|
45.5
|
%
|
|
45.9
|
%
|
|
|
|
|
|||||
Railcar sales
|
*
|
|
*
|
|
*
|
|
|
|
|
||||||||
Total operating profit margin
|
46.2
|
|
|
46.0
|
|
|
46.5
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Selected expense information
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
$
|
130.0
|
|
|
$
|
129.0
|
|
|
$
|
120.5
|
|
|
0.8
|
|
|
7.1
|
|
Maintenance
|
$
|
78.9
|
|
|
$
|
71.5
|
|
|
$
|
59.4
|
|
|
10.3
|
|
|
20.4
|
|
Rent
|
$
|
52.9
|
|
|
$
|
53.3
|
|
|
$
|
50.9
|
|
|
(0.8
|
)
|
|
4.7
|
|
Interest:
|
|
|
|
|
|
|
|
|
|
||||||||
External
|
$
|
153.3
|
|
|
$
|
153.5
|
|
|
$
|
161.2
|
|
|
|
|
|
||
Intercompany
|
—
|
|
|
3.8
|
|
|
13.1
|
|
|
|
|
|
|||||
Total interest expense
|
$
|
153.3
|
|
|
$
|
157.3
|
|
|
$
|
174.3
|
|
|
(2.5
|
)
|
|
(9.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
|||
Number of railcars
|
75,930
|
|
|
75,685
|
|
|
71,455
|
|
Average age in years
|
7.8
|
|
|
7.2
|
|
|
6.7
|
|
Average remaining lease term in years
|
3.4
|
|
|
3.3
|
|
|
3.3
|
|
Fleet utilization
|
99.5
|
%
|
|
99.5
|
%
|
|
98.6
|
%
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014 versus 2013
|
|
2013 versus 2012
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Revenues
|
$
|
110.4
|
|
|
$
|
86.6
|
|
|
$
|
81.4
|
|
|
27.5
|
%
|
|
6.4
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating costs:
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenues
|
125.2
|
|
|
94.6
|
|
|
86.8
|
|
|
32.3
|
|
|
9.0
|
|
|||
Selling, engineering, and administrative costs
|
9.4
|
|
|
6.0
|
|
|
5.2
|
|
|
56.7
|
|
|
15.4
|
|
|||
Property disposition losses/(gains)
|
1.4
|
|
|
(0.3
|
)
|
|
(0.4
|
)
|
|
|
|
|
|||||
Operating loss
|
$
|
(25.6
|
)
|
|
$
|
(13.7
|
)
|
|
$
|
(10.2
|
)
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014 versus 2013
|
|
2013 versus 2012
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Operating costs
|
$
|
119.0
|
|
|
$
|
73.4
|
|
|
$
|
51.5
|
|
|
62.1
|
%
|
|
42.5
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Total cash provided by (required by):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
819.2
|
|
|
$
|
662.2
|
|
|
$
|
527.4
|
|
Investing activities
|
(814.7
|
)
|
|
(818.0
|
)
|
|
(311.4
|
)
|
|||
Financing activities
|
454.9
|
|
|
11.3
|
|
|
5.9
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
459.4
|
|
|
$
|
(144.5
|
)
|
|
$
|
221.9
|
|
(1)
|
Weighted average fixed interest rate
|
|
Effect on interest expense-increase/(decrease)
|
||||||||||||||
|
Year Ended December 31,
|
|
Expected effect during next twelve months
(1)
|
||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
|||||||||
|
(in millions)
|
||||||||||||||
Expired hedges:
|
|
|
|
|
|
|
|
||||||||
2006 secured railcar equipment notes
|
$
|
(0.3
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(0.3
|
)
|
Promissory notes
|
$
|
2.9
|
|
|
$
|
3.1
|
|
|
$
|
3.3
|
|
|
$
|
1.2
|
|
TRIP Holdings warehouse loan
|
$
|
5.1
|
|
|
$
|
6.1
|
|
|
$
|
6.0
|
|
|
$
|
4.9
|
|
Open hedges:
|
|
|
|
|
|
|
|
||||||||
TRIP Master Funding secured railcar equipment notes
|
$
|
1.5
|
|
|
$
|
1.8
|
|
|
$
|
2.0
|
|
|
$
|
1.2
|
|
Promissory notes
|
$
|
15.4
|
|
|
$
|
15.8
|
|
|
$
|
18.4
|
|
|
$
|
6.4
|
|
(1)
|
Based on fair value of open hedges as of
December 31, 2014
|
|
Effect on operating income - increase/(decrease)
|
||||||||||
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Fuel hedges
(1)
|
$
|
(2.3
|
)
|
|
$
|
—
|
|
|
$
|
0.4
|
|
Foreign exchange hedges
(2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
(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
|
|
|
|
Payments Due by Period
|
||||||||||||||||
Contractual Obligations and Commercial Commitments
|
Total
|
|
1 Year
or Less
|
|
2-3
Years
|
|
4-5
Years
|
|
After
5 Years
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Debt and capital lease obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
||||||||||
Parent and wholly-owned subsidiaries, excluding unamortized debt discount
|
$
|
2,058.0
|
|
|
$
|
110.8
|
|
|
$
|
505
|
|
|
$
|
88.6
|
|
|
$
|
1,353.6
|
|
Partially-owned subsidiaries
|
1,515.9
|
|
|
69.1
|
|
|
114.2
|
|
|
137.2
|
|
|
1,195.4
|
|
|||||
Capital lease obligations
|
39.1
|
|
|
3.2
|
|
|
7.2
|
|
|
28.7
|
|
|
—
|
|
|||||
Interest
|
1,005.6
|
|
|
170.7
|
|
|
286.0
|
|
|
226.5
|
|
|
322.4
|
|
|||||
|
4,618.6
|
|
|
353.8
|
|
|
912.4
|
|
|
481.0
|
|
|
2,871.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating leases:
|
|
|
|
|
|
|
|
|
|
||||||||||
Leasing Group
|
511.3
|
|
|
56.0
|
|
|
106.7
|
|
|
110.2
|
|
|
238.4
|
|
|||||
Other
|
19.4
|
|
|
7.0
|
|
|
8.5
|
|
|
3.1
|
|
|
0.8
|
|
|||||
Obligations for purchase of goods and services
1
|
1,365.8
|
|
|
1,267.7
|
|
|
98.1
|
|
|
—
|
|
|
—
|
|
|||||
Letters of credit
|
92.0
|
|
|
91.8
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|||||
Other
|
8.8
|
|
|
5.4
|
|
|
2.8
|
|
|
0.6
|
|
|
—
|
|
|||||
Total
|
$
|
6,615.9
|
|
|
$
|
1,781.7
|
|
|
$
|
1,128.7
|
|
|
$
|
594.9
|
|
|
$
|
3,110.6
|
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Assumptions used to determine benefit obligations at the annual measurement date were:
|
|
|
|
|
|
|||
Obligation discount rate
|
4.33
|
%
|
|
5.22
|
%
|
|
4.25
|
%
|
Compensation increase rate
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
Assumptions used to determine net periodic benefit costs were:
|
|
|
|
|
|
|||
Obligation discount rate
|
5.22
|
%
|
|
4.25
|
%
|
|
5.40
|
%
|
Long-term rate of return on plan assets
|
7.75
|
%
|
|
7.75
|
%
|
|
7.75
|
%
|
Compensation increase rate
|
4.00
|
%
|
|
4.00
|
%
|
|
3.00
|
%
|
|
Effect on Net Retirement Cost for the Year Ended December 31, 2014
|
|
Effect on Projected Benefit Obligations at December 31, 2014
|
||||
Assumptions:
|
Increase/(decrease)
(in millions)
|
||||||
Obligation discount rate:
|
|
|
|
||||
Increase of 50 basis points
|
$
|
(0.2
|
)
|
|
$
|
(30.7
|
)
|
Decrease of 50 basis points
|
$
|
0.8
|
|
|
$
|
34.2
|
|
Long-term rate of return on plan assets:
|
|
|
|
||||
Increase of 50 basis points
|
$
|
(2.0
|
)
|
|
$
|
—
|
|
Decrease of 50 basis points
|
$
|
2.0
|
|
|
$
|
—
|
|
•
|
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, including trial and appellate costs and supersedes bonding costs;
|
•
|
changes in accounting standards or inaccurate estimates or assumptions in the application of accounting policies; and
|
•
|
legal, regulatory, and environmental issues, including compliance of our products with mandated specifications, standards, or testing criteria and obligations to remove and replace our products following installation or to recall our products and install different products manufactured by us or our competitors.
|
|
Page
|
/s/ ERNST & YOUNG LLP
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions, except per share amounts)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Manufacturing
|
$
|
5,063.6
|
|
|
$
|
3,719.9
|
|
|
$
|
3,167.5
|
|
Leasing
|
1,106.4
|
|
|
645.4
|
|
|
644.4
|
|
|||
|
6,170.0
|
|
|
4,365.3
|
|
|
3,811.9
|
|
|||
Operating costs:
|
|
|
|
|
|
||||||
Cost of revenues:
|
|
|
|
|
|
||||||
Manufacturing
|
3,975.1
|
|
|
2,990.9
|
|
|
2,701.2
|
|
|||
Leasing
|
644.7
|
|
|
331.4
|
|
|
350.3
|
|
|||
|
4,619.8
|
|
|
3,322.3
|
|
|
3,051.5
|
|
|||
Selling, engineering, and administrative expenses:
|
|
|
|
|
|
||||||
Manufacturing
|
235.0
|
|
|
180.4
|
|
|
143.4
|
|
|||
Leasing
|
49.6
|
|
|
37.6
|
|
|
29.4
|
|
|||
Other
|
119.0
|
|
|
73.3
|
|
|
51.3
|
|
|||
|
403.6
|
|
|
291.3
|
|
|
224.1
|
|
|||
Gains on disposition of property, plant, and equipment:
|
|
|
|
|
|
||||||
Net gains on railcar lease fleet sales owned more than one year at the time of sale
|
92.3
|
|
|
20.4
|
|
|
33.5
|
|
|||
Other
|
12.1
|
|
|
0.8
|
|
|
5.0
|
|
|||
|
104.4
|
|
|
21.2
|
|
|
38.5
|
|
|||
Total operating profit
|
1,251.0
|
|
|
772.9
|
|
|
574.8
|
|
|||
Other (income) expense:
|
|
|
|
|
|
||||||
Interest income
|
(1.9
|
)
|
|
(2.1
|
)
|
|
(1.5
|
)
|
|||
Interest expense
|
193.4
|
|
|
187.3
|
|
|
194.7
|
|
|||
Other, net
|
(4.6
|
)
|
|
(2.8
|
)
|
|
(4.3
|
)
|
|||
|
186.9
|
|
|
182.4
|
|
|
188.9
|
|
|||
Income from continuing operations before income taxes
|
1,064.1
|
|
|
590.5
|
|
|
385.9
|
|
|||
Provision (benefit) for income taxes:
|
|
|
|
|
|
||||||
Current
|
360.6
|
|
|
158.6
|
|
|
7.7
|
|
|||
Deferred
|
(5.8
|
)
|
|
45.8
|
|
|
126.3
|
|
|||
|
354.8
|
|
|
204.4
|
|
|
134.0
|
|
|||
Net income from continuing operations
|
709.3
|
|
|
386.1
|
|
|
251.9
|
|
|||
Discontinued operations:
|
|
|
|
|
|
||||||
Gain on sale of discontinued operations, net of provision for income taxes of $-, $5.4, and $-
|
—
|
|
|
7.1
|
|
|
—
|
|
|||
Income (loss) from discontinued operations, net of provision (benefit) for income taxes of $-, $(0.8), and $1.1
|
—
|
|
|
(0.8
|
)
|
|
1.8
|
|
|||
Net income
|
709.3
|
|
|
392.4
|
|
|
253.7
|
|
|||
Net income (loss) attributable to noncontrolling interest
|
31.1
|
|
|
16.9
|
|
|
(1.5
|
)
|
|||
Net income attributable to Trinity Industries, Inc.
|
$
|
678.2
|
|
|
$
|
375.5
|
|
|
$
|
255.2
|
|
Net income attributable to Trinity Industries, Inc. per common share:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
4.35
|
|
|
$
|
2.34
|
|
|
$
|
1.59
|
|
Discontinued operations
|
—
|
|
|
0.04
|
|
|
0.01
|
|
|||
|
$
|
4.35
|
|
|
$
|
2.38
|
|
|
$
|
1.60
|
|
Diluted:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
4.19
|
|
|
$
|
2.34
|
|
|
$
|
1.58
|
|
Discontinued operations
|
—
|
|
|
0.04
|
|
|
0.01
|
|
|||
|
$
|
4.19
|
|
|
$
|
2.38
|
|
|
$
|
1.59
|
|
Weighted average number of shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
151.0
|
|
|
152.8
|
|
|
154.7
|
|
|||
Diluted
|
156.7
|
|
|
152.9
|
|
|
155.1
|
|
|||
Dividends declared per common share
|
$
|
0.375
|
|
|
$
|
0.270
|
|
|
$
|
0.210
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(in millions)
|
||||||||||
Net income
|
|
$
|
709.3
|
|
|
$
|
392.4
|
|
|
$
|
253.7
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Derivative financial instruments:
|
|
|
|
|
|
|
||||||
Unrealized gains/(losses) arising during the period, net of tax expense/ (benefit) of $(0.6), $0.8, and $4.2
|
|
(1.2
|
)
|
|
0.8
|
|
|
7.2
|
|
|||
Reclassification adjustments for losses included in net income, net of tax benefit of $8.4, $8.7, and $3.2
|
|
16.0
|
|
|
18.1
|
|
|
5.8
|
|
|||
Currency translation adjustment
|
|
(2.0
|
)
|
|
—
|
|
|
0.6
|
|
|||
Defined benefit plans:
|
|
|
|
|
|
|
||||||
Unrealized gains/(losses) arising during the period, net of tax expense/ (benefit) of $(26.7), $31.0, and $(17.8)
|
|
(45.1
|
)
|
|
52.7
|
|
|
(30.3
|
)
|
|||
Amortization of net actuarial losses, net of tax benefit of $0.8, $1.9, and $1.1
|
|
1.3
|
|
|
3.1
|
|
|
2.2
|
|
|||
|
|
(31.0
|
)
|
|
74.7
|
|
|
(14.5
|
)
|
|||
Comprehensive income
|
|
678.3
|
|
|
467.1
|
|
|
239.2
|
|
|||
Less: comprehensive income attributable to noncontrolling interest
|
|
34.1
|
|
|
21.1
|
|
|
0.1
|
|
|||
Comprehensive income attributable to Trinity Industries, Inc.
|
|
$
|
644.2
|
|
|
$
|
446.0
|
|
|
$
|
239.1
|
|
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
|
|
(in millions)
|
||||||
ASSETS
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
887.9
|
|
|
$
|
428.5
|
|
Short-term marketable securities
|
|
75.0
|
|
|
149.7
|
|
||
Receivables, net of allowance for doubtful accounts of $4.5 and $3.1
|
|
405.3
|
|
|
365.0
|
|
||
Income tax receivable
|
|
58.6
|
|
|
7.7
|
|
||
Inventories:
|
|
|
|
|
||||
Raw materials and supplies
|
|
585.4
|
|
|
477.0
|
|
||
Work in process
|
|
298.2
|
|
|
201.4
|
|
||
Finished goods
|
|
184.8
|
|
|
136.3
|
|
||
|
|
1,068.4
|
|
|
814.7
|
|
||
Restricted cash, including partially-owned subsidiaries of $91.9 and $77.1
|
|
234.7
|
|
|
260.7
|
|
||
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $2,261.2 and $1,887.2
|
|
6,586.0
|
|
|
6,275.8
|
|
||
Less accumulated depreciation, including partially-owned subsidiaries of $261.3 and $202.1
|
|
(1,683.1
|
)
|
|
(1,505.2
|
)
|
||
|
|
4,902.9
|
|
|
4,770.6
|
|
||
Goodwill
|
|
773.2
|
|
|
278.2
|
|
||
Other assets
|
|
327.8
|
|
|
238.3
|
|
||
|
|
$
|
8,733.8
|
|
|
$
|
7,313.4
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Accounts payable
|
|
$
|
295.4
|
|
|
$
|
216.3
|
|
Accrued liabilities
|
|
709.6
|
|
|
567.4
|
|
||
Debt:
|
|
|
|
|
||||
Recourse, net of unamortized discount of $60.0 and $74.1
|
|
829.3
|
|
|
419.0
|
|
||
Non-recourse:
|
|
|
|
|
||||
Wholly-owned subsidiaries
|
|
1,207.8
|
|
|
1,314.7
|
|
||
Partially-owned subsidiaries
|
|
1,515.9
|
|
|
1,256.1
|
|
||
|
|
3,553.0
|
|
|
2,989.8
|
|
||
Deferred income
|
|
36.4
|
|
|
40.8
|
|
||
Deferred income taxes
|
|
632.6
|
|
|
650.7
|
|
||
Other liabilities
|
|
109.4
|
|
|
99.3
|
|
||
|
|
5,336.4
|
|
|
4,564.3
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock – 1.5 shares authorized and unissued
|
|
—
|
|
|
—
|
|
||
Common stock – 200.0 shares authorized; shares issued and outstanding at December 31, 2014 – 155.7; at December 31, 2013 – 81.7
|
|
155.7
|
|
|
81.7
|
|
||
Capital in excess of par value
|
|
463.2
|
|
|
686.6
|
|
||
Retained earnings
|
|
2,489.9
|
|
|
1,870.0
|
|
||
Accumulated other comprehensive loss
|
|
(111.9
|
)
|
|
(78.2
|
)
|
||
Treasury stock – shares at December 31, 2014 – 0.1; at December 31, 2013 – 4.3
|
|
(1.0
|
)
|
|
(158.0
|
)
|
||
|
|
2,995.9
|
|
|
2,402.1
|
|
||
Noncontrolling interest
|
|
401.5
|
|
|
347.0
|
|
||
|
|
3,397.4
|
|
|
2,749.1
|
|
||
|
|
$
|
8,733.8
|
|
|
$
|
7,313.4
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(in millions)
|
||||||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
709.3
|
|
|
$
|
392.4
|
|
|
$
|
253.7
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Income from discontinued operations
|
|
—
|
|
|
(6.3
|
)
|
|
(1.8
|
)
|
|||
Depreciation and amortization
|
|
244.6
|
|
|
211.5
|
|
|
193.7
|
|
|||
Stock-based compensation expense
|
|
53.3
|
|
|
44.5
|
|
|
27.7
|
|
|||
Excess tax benefits from stock-based compensation
|
|
(24.4
|
)
|
|
(8.5
|
)
|
|
(0.6
|
)
|
|||
Provision (benefit) for deferred income taxes
|
|
(5.8
|
)
|
|
45.8
|
|
|
126.3
|
|
|||
Net gains on railcar lease fleet sales owned more than one year at the time of sale
|
|
(92.3
|
)
|
|
(20.4
|
)
|
|
(33.5
|
)
|
|||
Gain on disposition of property, plant, equipment, and other assets
|
|
(12.1
|
)
|
|
(0.8
|
)
|
|
(5.0
|
)
|
|||
Non-cash interest expense
|
|
30.7
|
|
|
30.8
|
|
|
31.2
|
|
|||
Other
|
|
(4.5
|
)
|
|
(6.4
|
)
|
|
(3.2
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
(Increase) decrease in receivables
|
|
(56.4
|
)
|
|
17.2
|
|
|
2.7
|
|
|||
(Increase) decrease in inventories
|
|
(186.3
|
)
|
|
(95.6
|
)
|
|
(128.0
|
)
|
|||
(Increase) decrease in restricted cash
|
|
25.0
|
|
|
(25.0
|
)
|
|
—
|
|
|||
(Increase) decrease in other assets
|
|
(8.3
|
)
|
|
(29.1
|
)
|
|
(41.5
|
)
|
|||
Increase (decrease) in accounts payable
|
|
60.7
|
|
|
29.0
|
|
|
(16.7
|
)
|
|||
Increase (decrease) in accrued liabilities
|
|
82.1
|
|
|
72.4
|
|
|
125.5
|
|
|||
Increase (decrease) in other liabilities
|
|
2.6
|
|
|
8.2
|
|
|
(3.9
|
)
|
|||
Net cash provided by operating activities - continuing operations
|
|
818.2
|
|
|
659.7
|
|
|
526.6
|
|
|||
Net cash provided by operating activities - discontinued operations
|
|
1.0
|
|
|
2.5
|
|
|
0.8
|
|
|||
Net cash provided by operating activities
|
|
819.2
|
|
|
662.2
|
|
|
527.4
|
|
|||
Investing activities:
|
|
|
|
|
|
|
||||||
(Increase) decrease in short-term marketable securities
|
|
74.7
|
|
|
(149.7
|
)
|
|
—
|
|
|||
Proceeds from railcar lease fleet sales owned more than one year at the time of sale
|
|
265.8
|
|
|
131.6
|
|
|
126.3
|
|
|||
Proceeds from railcar lease fleet sales – sale and leaseback
|
|
—
|
|
|
—
|
|
|
58.3
|
|
|||
Proceeds from disposition of property, plant, equipment, and other assets
|
|
23.0
|
|
|
3.7
|
|
|
16.8
|
|
|||
Capital expenditures – leasing, net of sold lease fleet railcars owned one year or less with a net cost of $350.2, $49.4 and $93.8
|
|
(245.3
|
)
|
|
(581.1
|
)
|
|
(352.6
|
)
|
|||
Capital expenditures – manufacturing and other
|
|
(219.3
|
)
|
|
(149.9
|
)
|
|
(116.6
|
)
|
|||
Acquisitions, net of cash acquired
|
|
(714.4
|
)
|
|
(73.2
|
)
|
|
(46.2
|
)
|
|||
Other
|
|
0.8
|
|
|
—
|
|
|
1.7
|
|
|||
Net cash required by investing activities - continuing operations
|
|
(814.7
|
)
|
|
(818.6
|
)
|
|
(312.3
|
)
|
|||
Net cash provided by investing activities - discontinued operations
|
|
—
|
|
|
0.6
|
|
|
0.9
|
|
|||
Net cash required by investing activities
|
|
(814.7
|
)
|
|
(818.0
|
)
|
|
(311.4
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from issuance of common stock, net
|
|
0.6
|
|
|
2.5
|
|
|
4.1
|
|
|||
Excess tax benefits from stock-based compensation
|
|
24.4
|
|
|
8.5
|
|
|
0.6
|
|
|||
Payments to retire debt
|
|
(186.6
|
)
|
|
(262.1
|
)
|
|
(378.4
|
)
|
|||
Proceeds from issuance of debt
|
|
727.3
|
|
|
175.0
|
|
|
443.8
|
|
|||
(Increase) decrease in restricted cash
|
|
1.0
|
|
|
(12.5
|
)
|
|
17.1
|
|
|||
Shares repurchased
|
|
(36.5
|
)
|
|
(103.2
|
)
|
|
(45.2
|
)
|
|||
Dividends paid to common shareholders
|
|
(54.4
|
)
|
|
(39.3
|
)
|
|
(31.7
|
)
|
|||
Purchase of shares to satisfy employee tax on vested stock
|
|
(38.3
|
)
|
|
(9.6
|
)
|
|
(4.8
|
)
|
|||
Proceeds from sale of interests in partially-owned leasing subsidiaries
|
|
—
|
|
|
296.7
|
|
|
—
|
|
|||
Repurchase of noncontrolling interests in partially-owned leasing subsidiary
|
|
—
|
|
|
(84.0
|
)
|
|
—
|
|
|||
Contributions from noncontrolling interest
|
|
49.6
|
|
|
50.0
|
|
|
—
|
|
|||
Distributions to noncontrolling interest
|
|
(28.2
|
)
|
|
(10.0
|
)
|
|
—
|
|
|||
Other
|
|
(2.5
|
)
|
|
0.8
|
|
|
(0.5
|
)
|
|||
Net cash provided by financing activities - continuing operations
|
|
456.4
|
|
|
12.8
|
|
|
5.0
|
|
|||
Net cash provided (required) by financing activities - discontinued operations
|
|
(1.5
|
)
|
|
(1.5
|
)
|
|
0.9
|
|
|||
Net cash provided by financing activities
|
|
454.9
|
|
|
11.3
|
|
|
5.9
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
459.4
|
|
|
(144.5
|
)
|
|
221.9
|
|
|||
Cash and cash equivalents at beginning of period
|
|
428.5
|
|
|
573.0
|
|
|
351.1
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
887.9
|
|
|
$
|
428.5
|
|
|
$
|
573.0
|
|
|
|
Common
Stock
|
|
|
|
|
|
|
|
Treasury
Stock
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
Shares
|
|
$1 Par Value
|
|
Capital in
Excess of
Par Value
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Shares
|
|
Amount
|
|
Trinity
Stockholders’
Equity
|
|
Noncontrolling
Interest
|
|
Total
Stockholders’
Equity
|
||||||||||||||||||
|
|
(in millions, except par value)
|
||||||||||||||||||||||||||||||||||||
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 (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
255.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
255.2
|
|
|
(1.5
|
)
|
|
253.7
|
|
||||||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.1
|
)
|
|
—
|
|
|
—
|
|
|
(16.1
|
)
|
|
1.6
|
|
|
(14.5
|
)
|
||||||||
Cash dividends on common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33.2
|
)
|
|
—
|
|
|
(33.2
|
)
|
||||||||
Restricted shares, net
|
|
—
|
|
|
—
|
|
|
26.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
(1.7
|
)
|
|
24.7
|
|
|
—
|
|
|
24.7
|
|
||||||||
Stock options exercised
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
4.8
|
|
|
4.1
|
|
|
—
|
|
|
4.1
|
|
||||||||
Excess tax benefits from stock-based compensation
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||||
Shares repurchased
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|
(45.2
|
)
|
|
(45.2
|
)
|
|
—
|
|
|
(45.2
|
)
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
||||||||
Balances at
December 31, 2012 |
|
81.7
|
|
|
$
|
81.7
|
|
|
$
|
652.6
|
|
|
$
|
1,536.7
|
|
|
$
|
(150.1
|
)
|
|
(2.6
|
)
|
|
$
|
(67.9
|
)
|
|
$
|
2,053.0
|
|
|
$
|
84.6
|
|
|
$
|
2,137.6
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
375.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
375.5
|
|
|
16.9
|
|
|
392.4
|
|
||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70.5
|
|
|
—
|
|
|
—
|
|
|
70.5
|
|
|
4.2
|
|
|
74.7
|
|
||||||||
Cash dividends on common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42.2
|
)
|
|
—
|
|
|
(42.2
|
)
|
||||||||
Restricted shares, net
|
|
—
|
|
|
—
|
|
|
23.3
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
13.8
|
|
|
37.1
|
|
|
—
|
|
|
37.1
|
|
||||||||
Shares repurchased
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|
(108.2
|
)
|
|
(108.2
|
)
|
|
—
|
|
|
(108.2
|
)
|
||||||||
Stock options exercised
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
4.3
|
|
|
2.3
|
|
|
—
|
|
|
2.3
|
|
||||||||
Excess tax benefits from stock-based compensation
|
|
—
|
|
|
—
|
|
|
8.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.7
|
|
|
—
|
|
|
8.7
|
|
||||||||
Repurchase of interests in partially-owned leasing subsidiary
|
|
—
|
|
|
—
|
|
|
11.8
|
|
|
—
|
|
|
(11.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(84.2
|
)
|
|
(84.2
|
)
|
||||||||
Sale of interests in partially-owned leasing subsidiaries
|
|
—
|
|
|
—
|
|
|
(7.3
|
)
|
|
—
|
|
|
13.2
|
|
|
—
|
|
|
—
|
|
|
5.9
|
|
|
285.4
|
|
|
291.3
|
|
||||||||
Contributions from noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50.0
|
|
|
50.0
|
|
||||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.9
|
)
|
|
(9.9
|
)
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
||||||||
Balances at
December 31, 2013 |
|
81.7
|
|
|
$
|
81.7
|
|
|
$
|
686.6
|
|
|
$
|
1,870.0
|
|
|
$
|
(78.2
|
)
|
|
(4.3
|
)
|
|
$
|
(158.0
|
)
|
|
$
|
2,402.1
|
|
|
$
|
347.0
|
|
|
$
|
2,749.1
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
678.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
678.2
|
|
|
31.1
|
|
|
709.3
|
|
||||||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34.0
|
)
|
|
—
|
|
|
—
|
|
|
(34.0
|
)
|
|
3.0
|
|
|
(31.0
|
)
|
||||||||
Cash dividends on common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58.3
|
)
|
|
—
|
|
|
(58.3
|
)
|
||||||||
Restricted shares, net
|
|
0.1
|
|
|
0.1
|
|
|
29.8
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
(15.0
|
)
|
|
14.9
|
|
|
—
|
|
|
14.9
|
|
||||||||
Shares repurchased
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(31.5
|
)
|
|
(31.5
|
)
|
|
—
|
|
|
(31.5
|
)
|
||||||||
Stock options exercised
|
|
0.1
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.6
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
||||||||
Excess tax benefits from stock-based compensation
|
|
—
|
|
|
—
|
|
|
24.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24.2
|
|
|
—
|
|
|
24.2
|
|
||||||||
Contributions from noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49.6
|
|
|
49.6
|
|
||||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28.2
|
)
|
|
(28.2
|
)
|
||||||||
Retirement of treasury stock
|
|
(4.2
|
)
|
|
(4.2
|
)
|
|
(198.9
|
)
|
|
—
|
|
|
—
|
|
|
4.2
|
|
|
203.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Stock split
|
|
78.0
|
|
|
78.0
|
|
|
(78.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
0.3
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|
(1.0
|
)
|
|
(1.3
|
)
|
||||||||
Balances at
December 31, 2014 |
|
155.7
|
|
|
$
|
155.7
|
|
|
$
|
463.2
|
|
|
$
|
2,489.9
|
|
|
$
|
(111.9
|
)
|
|
(0.1
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
2,995.9
|
|
|
$
|
401.5
|
|
|
$
|
3,397.4
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Acquisitions:
|
|
|
|
|
|
||||||
Purchase price
|
$
|
720.9
|
|
|
$
|
125.2
|
|
|
$
|
48.8
|
|
Net cash paid
|
$
|
714.4
|
|
|
$
|
73.2
|
|
|
$
|
46.2
|
|
Goodwill recorded
|
$
|
495.0
|
|
|
$
|
37.0
|
|
|
$
|
20.9
|
|
|
|
|
|
|
|
||||||
Divestitures:
|
|
|
|
|
|
||||||
Proceeds
|
$
|
—
|
|
|
$
|
35.6
|
|
|
$
|
2.1
|
|
Gain recognized
|
$
|
—
|
|
|
$
|
12.5
|
|
|
$
|
1.5
|
|
Goodwill charged off
|
$
|
—
|
|
|
$
|
4.8
|
|
|
$
|
0.1
|
|
|
December 31,
2014 |
||
|
(in millions)
|
||
Accounts receivable
|
$
|
29.4
|
|
Inventories
|
36.1
|
|
|
Property, plant, and equipment
|
70.5
|
|
|
Goodwill
|
409.1
|
|
|
Other assets
|
76.0
|
|
|
Accounts payable
|
(15.4
|
)
|
|
Accrued liabilities
|
(10.1
|
)
|
|
Total net assets acquired
|
$
|
595.6
|
|
|
Preliminary estimated fair value
|
|
Weighted average useful life
|
||
|
(in millions)
|
|
|
||
Customer relationships
|
$
|
35.3
|
|
|
10.5 years
|
Trademarks/trade names
|
34.1
|
|
|
Indefinite
|
|
Technology
|
5.6
|
|
|
5.0 years
|
|
|
$
|
75.0
|
|
|
|
|
Year Ended
December 31, 2014 |
||
|
(in millions)
|
||
Revenues
|
$
|
187.4
|
|
Operating profit
|
$
|
2.4
|
|
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
||||
|
(in millions)
|
||||||
Revenues
|
$
|
6,369.8
|
|
|
$
|
4,830.8
|
|
Operating profit
|
$
|
1,274.4
|
|
|
$
|
834.1
|
|
|
Year ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Rail Group
|
$
|
—
|
|
|
$
|
23.1
|
|
|
$
|
—
|
|
Construction Products Group
|
6.1
|
|
|
74.2
|
|
|
48.8
|
|
|||
Energy Equipment Group
|
714.8
|
|
|
27.9
|
|
|
—
|
|
|||
|
$
|
720.9
|
|
|
$
|
125.2
|
|
|
$
|
48.8
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
31.6
|
|
|
$
|
121.4
|
|
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations before income taxes
|
$
|
—
|
|
|
$
|
(1.6
|
)
|
|
$
|
2.9
|
|
Provision (benefit) for income taxes
|
—
|
|
|
(0.8
|
)
|
|
1.1
|
|
|||
Net income (loss) from discontinued operations
|
$
|
—
|
|
|
$
|
(0.8
|
)
|
|
$
|
1.8
|
|
|
Fair Value Measurement as of December 31, 2014
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
415.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
415.2
|
|
Restricted cash
|
234.7
|
|
|
—
|
|
|
—
|
|
|
234.7
|
|
||||
Total assets
|
$
|
649.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
649.9
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate hedges:
(1)
|
|
|
|
|
|
|
|
||||||||
Wholly-owned subsidiaries
|
$
|
—
|
|
|
$
|
6.4
|
|
|
$
|
—
|
|
|
$
|
6.4
|
|
Partially-owned subsidiaries
|
—
|
|
|
2.0
|
|
|
—
|
|
|
2.0
|
|
||||
Fuel derivative instruments
(1)
|
—
|
|
|
2.1
|
|
|
—
|
|
|
2.1
|
|
||||
Total liabilities
|
$
|
—
|
|
|
$
|
10.5
|
|
|
$
|
—
|
|
|
$
|
10.5
|
|
|
|
|
|
|
|
|
|
||||||||
|
Fair Value Measurement as of December 31, 2013
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
230.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
230.6
|
|
Restricted cash
|
260.7
|
|
|
—
|
|
|
—
|
|
|
260.7
|
|
||||
Total assets
|
$
|
491.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
491.3
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate hedges:
(1)
|
|
|
|
|
|
|
|
||||||||
Wholly-owned subsidiaries
|
$
|
—
|
|
|
$
|
21.7
|
|
|
$
|
—
|
|
|
$
|
21.7
|
|
Partially-owned subsidiaries
|
—
|
|
|
2.1
|
|
|
—
|
|
|
2.1
|
|
||||
Total liabilities
|
$
|
—
|
|
|
$
|
23.8
|
|
|
$
|
—
|
|
|
$
|
23.8
|
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
||||||||
|
|
(in millions)
|
||||||||||||||
Recourse:
|
|
|
|
|
|
|
|
|
||||||||
Senior notes
|
|
$
|
399.6
|
|
|
$
|
387.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Convertible subordinated notes
|
|
449.5
|
|
593.9
|
|
|
450.0
|
|
|
593.4
|
||||||
Less: unamortized discount
|
|
(59.6
|
)
|
|
|
|
(74.1
|
)
|
|
|
||||||
|
|
389.9
|
|
|
|
|
375.9
|
|
|
|
||||||
Capital lease obligations
|
|
39.1
|
|
|
39.1
|
|
|
42.2
|
|
|
42.2
|
|
||||
Other
|
|
0.7
|
|
|
0.7
|
|
|
0.9
|
|
|
0.9
|
|
||||
|
|
829.3
|
|
|
1,020.7
|
|
|
419.0
|
|
|
636.5
|
|
||||
Non-recourse:
|
|
|
|
|
|
|
|
|
||||||||
2006 secured railcar equipment notes
|
|
223.0
|
|
|
245.6
|
|
|
240.7
|
|
|
259.2
|
|
||||
Promissory notes
|
|
363.9
|
|
|
362.7
|
|
|
396.1
|
|
|
389.6
|
|
||||
2009 secured railcar equipment notes
|
|
188.8
|
|
|
227.7
|
|
|
199.0
|
|
|
229.5
|
|
||||
2010 secured railcar equipment notes
|
|
311.5
|
|
|
344.0
|
|
|
326.9
|
|
|
342.7
|
|
||||
TILC warehouse facility
|
|
120.6
|
|
|
120.6
|
|
|
152.0
|
|
|
152.0
|
|
||||
TRL 2012 secured railcar equipment notes
(RIV 2013)
|
|
472.2
|
|
|
470.3
|
|
|
499.3
|
|
|
483.4
|
|
||||
TRIP Master Funding secured railcar equipment notes
|
|
1,043.7
|
|
|
1,121.4
|
|
|
756.8
|
|
|
819.8
|
|
||||
|
|
2,723.7
|
|
|
2,892.3
|
|
|
2,570.8
|
|
|
2,676.2
|
|
||||
Total
|
|
$
|
3,553.0
|
|
|
$
|
3,913.0
|
|
|
$
|
2,989.8
|
|
|
$
|
3,312.7
|
|
|
Revenues
|
|
Operating Profit (Loss)
|
|
Assets
|
|
Depreciation & Amortization
|
|
Capital Expenditures
|
||||||||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
|
|
|
||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Rail Group
|
$
|
3,077.6
|
|
|
$
|
739.2
|
|
|
$
|
3,816.8
|
|
|
$
|
724.1
|
|
|
$
|
1,322.4
|
|
|
$
|
32.7
|
|
|
$
|
98.3
|
|
Construction Products Group
|
546.1
|
|
|
5.6
|
|
|
551.7
|
|
|
65.4
|
|
|
459.3
|
|
|
22.7
|
|
|
37.1
|
|
|||||||
Inland Barge Group
|
638.5
|
|
|
—
|
|
|
638.5
|
|
|
114.4
|
|
|
177.1
|
|
|
9.3
|
|
|
9.7
|
|
|||||||
Energy Equipment Group
|
796.0
|
|
|
196.3
|
|
|
992.3
|
|
|
108.1
|
|
|
1,160.0
|
|
|
33.0
|
|
|
56.0
|
|
|||||||
Railcar Leasing and Management Services Group
|
1,106.4
|
|
|
11.9
|
|
|
1,118.3
|
|
|
516.3
|
|
|
4,972.1
|
|
|
130.0
|
|
|
245.3
|
|
|||||||
All Other
|
5.4
|
|
|
105.0
|
|
|
110.4
|
|
|
(25.6
|
)
|
|
56.3
|
|
|
9.6
|
|
|
9.3
|
|
|||||||
Segment Totals before Eliminations and Corporate
|
6,170.0
|
|
|
1,058.0
|
|
|
7,228.0
|
|
|
1,502.7
|
|
|
8,147.2
|
|
|
237.3
|
|
|
455.7
|
|
|||||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
(119.0
|
)
|
|
1,147.1
|
|
|
7.4
|
|
|
8.9
|
|
|||||||
Eliminations – Lease subsidiary
|
—
|
|
|
(710.1
|
)
|
|
(710.1
|
)
|
|
(133.1
|
)
|
|
(557.2
|
)
|
|
—
|
|
|
—
|
|
|||||||
Eliminations – Other
|
—
|
|
|
(347.9
|
)
|
|
(347.9
|
)
|
|
0.4
|
|
|
(3.3
|
)
|
|
(0.1
|
)
|
|
—
|
|
|||||||
Consolidated Total
|
$
|
6,170.0
|
|
|
$
|
—
|
|
|
$
|
6,170.0
|
|
|
$
|
1,251.0
|
|
|
$
|
8,733.8
|
|
|
$
|
244.6
|
|
|
$
|
464.6
|
|
|
Revenues
|
|
Operating Profit (Loss)
|
|
Assets
|
|
Depreciation & Amortization
|
|
Capital Expenditures
|
||||||||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
|
|
|
||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Rail Group
|
$
|
2,093.5
|
|
|
$
|
774.0
|
|
|
$
|
2,867.5
|
|
|
$
|
489.7
|
|
|
$
|
1,063.9
|
|
|
$
|
27.2
|
|
|
$
|
42.4
|
|
Construction Products Group
|
508.6
|
|
|
16.4
|
|
|
525.0
|
|
|
52.6
|
|
|
459.9
|
|
|
20.9
|
|
|
17.1
|
|
|||||||
Inland Barge Group
|
576.6
|
|
|
0.1
|
|
|
576.7
|
|
|
96.0
|
|
|
170.3
|
|
|
8.1
|
|
|
18.4
|
|
|||||||
Energy Equipment Group
|
536.5
|
|
|
128.9
|
|
|
665.4
|
|
|
61.4
|
|
|
364.3
|
|
|
18.2
|
|
|
41.5
|
|
|||||||
Railcar Leasing and Management Services Group
|
645.4
|
|
|
—
|
|
|
645.4
|
|
|
296.8
|
|
|
5,026.9
|
|
|
129.0
|
|
|
581.1
|
|
|||||||
All Other
|
4.7
|
|
|
81.9
|
|
|
86.6
|
|
|
(13.7
|
)
|
|
49.8
|
|
|
3.7
|
|
|
4.4
|
|
|||||||
Segment Totals before Eliminations and Corporate
|
4,365.3
|
|
|
1,001.3
|
|
|
5,366.6
|
|
|
982.8
|
|
|
7,135.1
|
|
|
207.1
|
|
|
704.9
|
|
|||||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
(73.4
|
)
|
|
731.0
|
|
|
4.5
|
|
|
26.1
|
|
|||||||
Eliminations – Lease subsidiary
|
—
|
|
|
(756.5
|
)
|
|
(756.5
|
)
|
|
(135.4
|
)
|
|
(549.7
|
)
|
|
—
|
|
|
—
|
|
|||||||
Eliminations – Other
|
—
|
|
|
(244.8
|
)
|
|
(244.8
|
)
|
|
(1.1
|
)
|
|
(3.0
|
)
|
|
(0.1
|
)
|
|
—
|
|
|||||||
Consolidated Total
|
$
|
4,365.3
|
|
|
$
|
—
|
|
|
$
|
4,365.3
|
|
|
$
|
772.9
|
|
|
$
|
7,313.4
|
|
|
$
|
211.5
|
|
|
$
|
731.0
|
|
|
Revenues
|
|
Operating Profit (Loss)
|
|
Assets
|
|
Depreciation & Amortization
|
|
Capital Expenditures
|
||||||||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
|
|
|
||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Rail Group
|
$
|
1,512.1
|
|
|
$
|
500.9
|
|
|
$
|
2,013.0
|
|
|
$
|
199.0
|
|
|
$
|
916.2
|
|
|
$
|
21.8
|
|
|
$
|
47.8
|
|
Construction Products Group
|
461.2
|
|
|
22.5
|
|
|
483.7
|
|
|
44.8
|
|
|
415.2
|
|
|
16.6
|
|
|
15.7
|
|
|||||||
Inland Barge Group
|
675.2
|
|
|
—
|
|
|
675.2
|
|
|
124.7
|
|
|
154.4
|
|
|
7.6
|
|
|
15.0
|
|
|||||||
Energy Equipment Group
|
506.0
|
|
|
52.6
|
|
|
558.6
|
|
|
18.2
|
|
|
400.1
|
|
|
19.0
|
|
|
25.2
|
|
|||||||
Railcar Leasing and Management Services Group
|
644.4
|
|
|
2.7
|
|
|
647.1
|
|
|
300.9
|
|
|
4,538.8
|
|
|
120.5
|
|
|
352.6
|
|
|||||||
All Other
|
13.0
|
|
|
68.4
|
|
|
81.4
|
|
|
(10.2
|
)
|
|
30.9
|
|
|
4.4
|
|
|
6.6
|
|
|||||||
Segment Totals before Eliminations and Corporate
|
3,811.9
|
|
|
647.1
|
|
|
4,459.0
|
|
|
677.4
|
|
|
6,455.6
|
|
|
189.9
|
|
|
462.9
|
|
|||||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
(51.5
|
)
|
|
744.9
|
|
|
3.9
|
|
|
6.3
|
|
|||||||
Eliminations – Lease subsidiary
|
—
|
|
|
(485.9
|
)
|
|
(485.9
|
)
|
|
(50.8
|
)
|
|
(446.2
|
)
|
|
—
|
|
|
—
|
|
|||||||
Eliminations – Other
|
—
|
|
|
(161.2
|
)
|
|
(161.2
|
)
|
|
(0.3
|
)
|
|
(112.3
|
)
|
|
(0.1
|
)
|
|
—
|
|
|||||||
Consolidated Total
|
$
|
3,811.9
|
|
|
$
|
—
|
|
|
$
|
3,811.9
|
|
|
$
|
574.8
|
|
|
$
|
6,642.0
|
|
|
$
|
193.7
|
|
|
$
|
469.2
|
|
|
External Revenues
|
|
Operating Profit
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Mexico
|
$
|
130.4
|
|
|
$
|
133.5
|
|
|
$
|
96.4
|
|
|
$
|
16.8
|
|
|
$
|
4.0
|
|
|
$
|
0.2
|
|
|
Total Assets
|
|
Long-Lived Assets
|
||||||||||||
|
December 31,
|
||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(in millions)
|
||||||||||||||
Mexico
|
$
|
339.0
|
|
|
$
|
306.9
|
|
|
$
|
189.4
|
|
|
$
|
177.7
|
|
|
December 31, 2014
|
||||||||||||||
|
Leasing Group
|
|
|
|
|
||||||||||
|
Wholly-
Owned
Subsidiaries
|
|
Partially-
Owned
Subsidiaries
|
|
Manufacturing/
Corporate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Cash, cash equivalents, and short-term marketable securities
|
$
|
11.9
|
|
|
$
|
—
|
|
|
$
|
951.0
|
|
|
$
|
962.9
|
|
Property, plant, and equipment, net
|
$
|
2,599.2
|
|
|
$
|
1,999.9
|
|
|
$
|
861.0
|
|
|
$
|
5,460.1
|
|
Net deferred profit on railcars sold to the Leasing Group
|
|
|
|
|
|
|
(557.2
|
)
|
|||||||
Consolidated property, plant, and equipment, net
|
|
|
|
|
|
|
$
|
4,902.9
|
|
||||||
Restricted cash
|
$
|
142.8
|
|
|
$
|
91.9
|
|
|
$
|
—
|
|
|
$
|
234.7
|
|
Debt:
|
|
|
|
|
|
|
|
||||||||
Recourse
|
$
|
39.1
|
|
|
$
|
—
|
|
|
$
|
850.2
|
|
|
$
|
889.3
|
|
Less: unamortized discount
|
—
|
|
|
—
|
|
|
(60.0
|
)
|
|
(60.0
|
)
|
||||
|
39.1
|
|
|
—
|
|
|
790.2
|
|
|
829.3
|
|
||||
Non-recourse
|
1,207.8
|
|
|
1,515.9
|
|
|
—
|
|
|
2,723.7
|
|
||||
Total debt
|
$
|
1,246.9
|
|
|
$
|
1,515.9
|
|
|
$
|
790.2
|
|
|
$
|
3,553.0
|
|
Net deferred tax liabilities
|
$
|
658.2
|
|
|
$
|
0.9
|
|
|
$
|
(44.1
|
)
|
|
$
|
615.0
|
|
|
December 31, 2013
|
||||||||||||||
|
Leasing Group
|
|
|
|
|
||||||||||
|
Wholly-
Owned
Subsidiaries
|
|
Partially-
Owned
Subsidiaries
|
|
Manufacturing/
Corporate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Cash, cash equivalents, and short-term marketable securities
|
$
|
3.5
|
|
|
$
|
—
|
|
|
$
|
574.7
|
|
|
$
|
578.2
|
|
Property, plant, and equipment, net
|
$
|
2,964.6
|
|
|
$
|
1,685.1
|
|
|
$
|
670.6
|
|
|
$
|
5,320.3
|
|
Net deferred profit on railcars sold to the Leasing Group
|
|
|
|
|
|
|
(549.7
|
)
|
|||||||
Consolidated property, plant, and equipment, net
|
|
|
|
|
|
|
$
|
4,770.6
|
|
||||||
Restricted cash
|
$
|
183.6
|
|
|
$
|
77.1
|
|
|
$
|
—
|
|
|
$
|
260.7
|
|
Debt:
|
|
|
|
|
|
|
|
||||||||
Recourse
|
$
|
42.2
|
|
|
$
|
—
|
|
|
$
|
450.9
|
|
|
$
|
493.1
|
|
Less: unamortized discount
|
—
|
|
|
—
|
|
|
(74.1
|
)
|
|
(74.1
|
)
|
||||
|
42.2
|
|
|
—
|
|
|
376.8
|
|
|
419.0
|
|
||||
Non-recourse
|
1,314.7
|
|
|
1,256.1
|
|
|
—
|
|
|
2,570.8
|
|
||||
Total debt
|
$
|
1,356.9
|
|
|
$
|
1,256.1
|
|
|
$
|
376.8
|
|
|
$
|
2,989.8
|
|
Net deferred tax liabilities
|
$
|
671.9
|
|
|
$
|
—
|
|
|
$
|
(32.5
|
)
|
|
$
|
639.4
|
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014 versus 2013
|
|
2013 versus 2012
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Leasing and management
|
$
|
632.0
|
|
|
$
|
586.9
|
|
|
$
|
528.5
|
|
|
7.7
|
%
|
|
11.1
|
%
|
Sale of railcars owned one year or less at the time of sale
|
486.3
|
|
|
58.5
|
|
|
118.6
|
|
|
|
|
|
|||||
Total revenues
|
$
|
1,118.3
|
|
|
$
|
645.4
|
|
|
$
|
647.1
|
|
|
73.3
|
|
|
(0.3
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit:
|
|
|
|
|
|
|
|
|
|
||||||||
Leasing and management
|
$
|
287.9
|
|
|
$
|
267.3
|
|
|
$
|
242.6
|
|
|
7.7
|
|
|
10.2
|
|
Railcar sales:
|
|
|
|
|
|
|
|
|
|
||||||||
Railcars owned one year or less at the time of sale
|
136.1
|
|
|
9.1
|
|
|
24.8
|
|
|
|
|
|
|||||
Railcars owned more than one year at the time of sale
|
92.3
|
|
|
20.4
|
|
|
33.5
|
|
|
|
|
|
|||||
Total operating profit
|
$
|
516.3
|
|
|
$
|
296.8
|
|
|
$
|
300.9
|
|
|
74.0
|
|
|
(1.4
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit margin:
|
|
|
|
|
|
|
|
|
|
||||||||
Leasing and management
|
45.6
|
%
|
|
45.5
|
%
|
|
45.9
|
%
|
|
|
|
|
|||||
Railcar sales
|
*
|
|
*
|
|
*
|
|
|
|
|
|
|||||||
Total operating profit margin
|
46.2
|
|
|
46.0
|
|
|
46.5
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Selected expense information
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
$
|
130.0
|
|
|
$
|
129.0
|
|
|
$
|
120.5
|
|
|
0.8
|
|
|
7.1
|
|
Maintenance
|
$
|
78.9
|
|
|
$
|
71.5
|
|
|
$
|
59.4
|
|
|
10.3
|
|
|
20.4
|
|
Rent
|
$
|
52.9
|
|
|
$
|
53.3
|
|
|
$
|
50.9
|
|
|
(0.8
|
)
|
|
4.7
|
|
Interest:
|
|
|
|
|
|
|
|
|
|
||||||||
External
|
$
|
153.3
|
|
|
$
|
153.5
|
|
|
$
|
161.2
|
|
|
|
|
|
||
Intercompany
|
—
|
|
|
3.8
|
|
|
13.1
|
|
|
|
|
|
|||||
Total interest expense
|
$
|
153.3
|
|
|
$
|
157.3
|
|
|
$
|
174.3
|
|
|
(2.5
|
)
|
|
(9.8
|
)
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Future contractual minimum rental revenues
|
$
|
462.9
|
|
|
$
|
388.8
|
|
|
$
|
319.9
|
|
|
$
|
248.1
|
|
|
$
|
168.5
|
|
|
$
|
227.2
|
|
|
$
|
1,815.4
|
|
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||||||
Future operating lease obligations of Trusts’ railcars
|
|
$
|
43.0
|
|
|
$
|
40.0
|
|
|
$
|
41.8
|
|
|
$
|
45.2
|
|
|
$
|
43.5
|
|
|
$
|
209.7
|
|
|
$
|
423.2
|
|
Future contractual minimum rental revenues of Trusts’ railcars
|
|
$
|
73.0
|
|
|
$
|
60.6
|
|
|
$
|
46.2
|
|
|
$
|
35.4
|
|
|
$
|
23.1
|
|
|
$
|
35.6
|
|
|
$
|
273.9
|
|
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||||||
Future operating lease obligations
|
|
$
|
13.0
|
|
|
$
|
12.8
|
|
|
$
|
12.1
|
|
|
$
|
12.0
|
|
|
$
|
9.5
|
|
|
$
|
28.7
|
|
|
$
|
88.1
|
|
Future contractual minimum rental revenues
|
|
$
|
18.7
|
|
|
$
|
17.4
|
|
|
$
|
10.6
|
|
|
$
|
6.2
|
|
|
$
|
3.4
|
|
|
$
|
5.8
|
|
|
$
|
62.1
|
|
(1)
|
Weighted average fixed interest rate
|
|
Effect on interest expense-increase/(decrease)
|
||||||||||||||
|
Year Ended December 31,
|
|
Expected effect during next twelve months
(1)
|
||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
|||||||||
|
(in millions)
|
||||||||||||||
Expired hedges:
|
|
|
|
|
|
|
|
||||||||
2006 secured railcar equipment notes
|
$
|
(0.3
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(0.3
|
)
|
Promissory notes
|
$
|
2.9
|
|
|
$
|
3.1
|
|
|
$
|
3.3
|
|
|
$
|
1.2
|
|
TRIP Holdings warehouse loan
|
$
|
5.1
|
|
|
$
|
6.1
|
|
|
$
|
6.0
|
|
|
$
|
4.9
|
|
Open hedges:
|
|
|
|
|
|
|
|
||||||||
TRIP Master Funding secured railcar equipment notes
|
$
|
1.5
|
|
|
$
|
1.8
|
|
|
$
|
2.0
|
|
|
$
|
1.2
|
|
Promissory notes
|
$
|
15.4
|
|
|
$
|
15.8
|
|
|
$
|
18.4
|
|
|
$
|
6.4
|
|
|
Effect on operating income - increase/(decrease)
|
||||||||||
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Fuel hedges
(1)
|
$
|
(2.3
|
)
|
|
$
|
—
|
|
|
$
|
0.4
|
|
Foreign exchange hedges
(2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
(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
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
|
(in millions)
|
||||||
Manufacturing/Corporate:
|
|
|
|
||||
Land
|
$
|
81.4
|
|
|
$
|
44.2
|
|
Buildings and improvements
|
548.2
|
|
|
463.2
|
|
||
Machinery and other
|
975.7
|
|
|
832.5
|
|
||
Construction in progress
|
76.4
|
|
|
79.0
|
|
||
|
1,681.7
|
|
|
1,418.9
|
|
||
Less accumulated depreciation
|
(820.7
|
)
|
|
(748.3
|
)
|
||
|
861.0
|
|
|
670.6
|
|
||
Leasing:
|
|
|
|
||||
Wholly-owned subsidiaries:
|
|
|
|
||||
Machinery and other
|
10.7
|
|
|
10.3
|
|
||
Equipment on lease
|
3,189.6
|
|
|
3,509.1
|
|
||
|
3,200.3
|
|
|
3,519.4
|
|
||
Less accumulated depreciation
|
(601.1
|
)
|
|
(554.8
|
)
|
||
|
2,599.2
|
|
|
2,964.6
|
|
||
Partially-owned subsidiaries:
|
|
|
|
||||
Equipment on lease
|
2,261.2
|
|
|
1,887.2
|
|
||
Less accumulated depreciation
|
(261.3
|
)
|
|
(202.1
|
)
|
||
|
1,999.9
|
|
|
1,685.1
|
|
||
|
|
|
|
||||
Net deferred profit on railcars sold to the Leasing Group
|
(557.2
|
)
|
|
(549.7
|
)
|
||
|
$
|
4,902.9
|
|
|
$
|
4,770.6
|
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
|
(in millions)
|
||||||
Rail Group
|
$
|
134.6
|
|
|
$
|
134.6
|
|
Construction Products Group
|
128.3
|
|
|
126.9
|
|
||
Energy Equipment Group
|
508.5
|
|
|
14.9
|
|
||
Railcar Leasing and Management Services Group
|
1.8
|
|
|
1.8
|
|
||
|
$
|
773.2
|
|
|
$
|
278.2
|
|
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||
|
(in millions)
|
||||||||||
Beginning balance
|
$
|
14.7
|
|
|
$
|
12.5
|
|
|
$
|
13.5
|
|
Warranty costs incurred
|
(6.1
|
)
|
|
(5.9
|
)
|
|
(5.9
|
)
|
|||
Warranty originations and revisions
|
12.6
|
|
|
11.9
|
|
|
7.7
|
|
|||
Warranty expirations
|
(3.4
|
)
|
|
(3.8
|
)
|
|
(2.8
|
)
|
|||
Ending balance
|
$
|
17.8
|
|
|
$
|
14.7
|
|
|
$
|
12.5
|
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
|
(in millions)
|
||||||
Corporate – Recourse:
|
|
|
|
||||
Revolving credit facility
|
$
|
—
|
|
|
$
|
—
|
|
Senior notes, net of unamortized discount of $0.4 and $-
|
399.6
|
|
|
—
|
|
||
Convertible subordinated notes, net of unamortized discount of $59.6 and $74.1
|
389.9
|
|
|
375.9
|
|
||
Other
|
0.7
|
|
|
0.9
|
|
||
|
790.2
|
|
|
376.8
|
|
||
Leasing – Recourse:
|
|
|
|
||||
Capital lease obligations
|
39.1
|
|
|
42.2
|
|
||
Total recourse debt
|
829.3
|
|
|
419.0
|
|
||
|
|
|
|
||||
Leasing – Non-recourse:
|
|
|
|
||||
Wholly-owned subsidiaries:
|
|
|
|
||||
2006 secured railcar equipment notes
|
223.0
|
|
|
240.7
|
|
||
Promissory notes
|
363.9
|
|
|
396.1
|
|
||
2009 secured railcar equipment notes
|
188.8
|
|
|
199.0
|
|
||
2010 secured railcar equipment notes
|
311.5
|
|
|
326.9
|
|
||
TILC warehouse facility
|
120.6
|
|
|
152.0
|
|
||
|
1,207.8
|
|
|
1,314.7
|
|
||
Partially-owned subsidiaries:
|
|
|
|
||||
TRL 2012 secured railcar equipment notes (RIV 2013)
|
472.2
|
|
|
499.3
|
|
||
TRIP Master Funding secured railcar equipment notes
|
1,043.7
|
|
|
756.8
|
|
||
|
1,515.9
|
|
|
1,256.1
|
|
||
Total non–recourse debt
|
2,723.7
|
|
|
2,570.8
|
|
||
Total debt
|
$
|
3,553.0
|
|
|
$
|
2,989.8
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Coupon rate interest
|
$
|
17.4
|
|
|
$
|
17.4
|
|
|
$
|
17.4
|
|
Amortized debt discount
|
14.5
|
|
|
13.4
|
|
|
12.3
|
|
|||
|
$
|
31.9
|
|
|
$
|
30.8
|
|
|
$
|
29.7
|
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Recourse:
|
|
||||||||||||||||||||||
Corporate
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
849.5
|
|
Leasing – capital lease obligations (Note 6)
|
3.2
|
|
|
3.5
|
|
|
3.7
|
|
|
28.7
|
|
|
—
|
|
|
—
|
|
||||||
Non-recourse – leasing (Note 6):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2006 secured railcar equipment notes
|
18.5
|
|
|
21.8
|
|
|
24.0
|
|
|
25.3
|
|
|
28.0
|
|
|
105.4
|
|
||||||
Promissory notes
|
25.5
|
|
|
338.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
2009 secured railcar equipment notes
|
9.6
|
|
|
6.5
|
|
|
6.3
|
|
|
6.5
|
|
|
11.2
|
|
|
148.7
|
|
||||||
2010 secured railcar equipment notes
|
15.3
|
|
|
14.9
|
|
|
13.7
|
|
|
10.0
|
|
|
7.6
|
|
|
250.0
|
|
||||||
TILC warehouse facility
|
4.0
|
|
|
3.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
TRL 2012 secured railcar equipment notes (RIV 2013)
|
23.2
|
|
|
22.3
|
|
|
22.9
|
|
|
23.1
|
|
|
22.2
|
|
|
358.5
|
|
||||||
TRIP Master Funding secured railcar equipment notes
|
45.9
|
|
|
39.8
|
|
|
29.2
|
|
|
41.8
|
|
|
50.1
|
|
|
836.9
|
|
||||||
Facility termination payments - TILC warehouse facility
|
37.7
|
|
|
75.3
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total principal payments
|
$
|
183.1
|
|
|
$
|
526.3
|
|
|
$
|
100.1
|
|
|
$
|
135.4
|
|
|
$
|
119.1
|
|
|
$
|
2,549.0
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Foreign currency exchange transactions
|
$
|
(1.2
|
)
|
|
$
|
0.3
|
|
|
$
|
(2.3
|
)
|
Gain on equity investments
|
(0.8
|
)
|
|
(0.3
|
)
|
|
(0.4
|
)
|
|||
Other
|
(2.6
|
)
|
|
(2.8
|
)
|
|
(1.6
|
)
|
|||
Other, net
|
$
|
(4.6
|
)
|
|
$
|
(2.8
|
)
|
|
$
|
(4.3
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
322.7
|
|
|
$
|
141.8
|
|
|
$
|
(5.7
|
)
|
State
|
19.4
|
|
|
13.7
|
|
|
7.0
|
|
|||
Foreign
|
18.5
|
|
|
3.1
|
|
|
6.4
|
|
|||
Total current
|
360.6
|
|
|
158.6
|
|
|
7.7
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(4.0
|
)
|
|
44.3
|
|
|
126.6
|
|
|||
State
|
1.2
|
|
|
2.3
|
|
|
3.2
|
|
|||
Foreign
|
(3.0
|
)
|
|
(0.8
|
)
|
|
(3.5
|
)
|
|||
Total deferred
|
(5.8
|
)
|
|
45.8
|
|
|
126.3
|
|
|||
Provision
|
$
|
354.8
|
|
|
$
|
204.4
|
|
|
$
|
134.0
|
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes
|
1.4
|
|
|
2.1
|
|
|
2.0
|
|
Domestic production activities deduction
|
(2.0
|
)
|
|
(1.4
|
)
|
|
—
|
|
Noncontrolling interest in partially-owned subsidiaries
|
(1.1
|
)
|
|
(0.9
|
)
|
|
—
|
|
Tax assessments and settlements
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
Changes in valuation allowances and reserves
|
0.1
|
|
|
(0.8
|
)
|
|
(1.4
|
)
|
Other, net
|
(0.1
|
)
|
|
0.6
|
|
|
(0.3
|
)
|
Effective rate
|
33.3
|
%
|
|
34.6
|
%
|
|
34.7
|
%
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation, depletion, and amortization
|
$
|
627.1
|
|
|
$
|
668.9
|
|
Accrued liabilities and other
|
97.6
|
|
|
48.3
|
|
||
Convertible debt
|
114.8
|
|
|
105.4
|
|
||
Total deferred tax liabilities
|
839.5
|
|
|
822.6
|
|
||
Deferred tax assets:
|
|
|
|
||||
Workers compensation, pensions, and other benefits
|
68.6
|
|
|
61.3
|
|
||
Warranties and reserves
|
12.3
|
|
|
13.8
|
|
||
Equity items
|
53.3
|
|
|
33.4
|
|
||
Tax loss carryforwards and credits
|
25.1
|
|
|
27.5
|
|
||
Inventory
|
29.2
|
|
|
18.8
|
|
||
Total deferred tax assets
|
188.5
|
|
|
154.8
|
|
||
Net deferred tax liabilities before valuation allowances
|
651.0
|
|
|
667.8
|
|
||
Valuation allowances
|
9.6
|
|
|
10.2
|
|
||
Net deferred tax liabilities before reserve for uncertain tax positions
|
660.6
|
|
|
678.0
|
|
||
Deferred tax assets included in reserve for uncertain tax positions
|
(45.6
|
)
|
|
(38.6
|
)
|
||
Adjusted net deferred tax liabilities
|
$
|
615.0
|
|
|
$
|
639.4
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Beginning balance
|
$
|
55.0
|
|
|
$
|
48.7
|
|
|
$
|
52.5
|
|
Additions for tax positions related to the current year
|
5.0
|
|
|
4.8
|
|
|
4.1
|
|
|||
Additions for tax positions of prior years
|
2.5
|
|
|
2.8
|
|
|
—
|
|
|||
Reductions for tax positions of prior years
|
(0.1
|
)
|
|
—
|
|
|
(1.1
|
)
|
|||
Settlements
|
—
|
|
|
(0.3
|
)
|
|
(3.4
|
)
|
|||
Expiration of statute of limitations
|
(0.1
|
)
|
|
(1.0
|
)
|
|
(3.4
|
)
|
|||
Ending balance
|
$
|
62.3
|
|
|
$
|
55.0
|
|
|
$
|
48.7
|
|
|
Year Ended December 31,
|
||||
|
2014
|
|
2013
|
|
2012
|
Assumptions used to determine benefit obligations at the annual measurement date were:
|
|
|
|
|
|
Obligation discount rate
|
4.33%
|
|
5.22%
|
|
4.25%
|
Compensation increase rate
|
4.00%
|
|
4.00%
|
|
4.00%
|
Assumptions used to determine net periodic benefit costs were:
|
|
|
|
|
|
Obligation discount rate
|
5.22%
|
|
4.25%
|
|
5.40%
|
Long-term rate of return on plan assets
|
7.75%
|
|
7.75%
|
|
7.75%
|
Compensation increase rate
|
4.00%
|
|
4.00%
|
|
3.00%
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Expense Components
|
|
|
|
|
|
||||||
Service cost
|
$
|
0.5
|
|
|
$
|
1.1
|
|
|
$
|
0.9
|
|
Interest
|
20.2
|
|
|
18.5
|
|
|
19.4
|
|
|||
Expected return on plan assets
|
(31.0
|
)
|
|
(26.6
|
)
|
|
(22.9
|
)
|
|||
Amortization of actuarial loss
|
2.1
|
|
|
4.9
|
|
|
3.2
|
|
|||
Prior service cost
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||
Defined benefit expense
|
(8.2
|
)
|
|
(2.0
|
)
|
|
0.7
|
|
|||
Profit sharing
|
17.4
|
|
|
12.3
|
|
|
11.9
|
|
|||
Multiemployer plan
|
0.8
|
|
|
—
|
|
|
—
|
|
|||
Net expense
|
$
|
10.0
|
|
|
$
|
10.3
|
|
|
$
|
12.6
|
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
Accumulated Benefit Obligations
|
$
|
473.8
|
|
|
$
|
392.1
|
|
Projected Benefit Obligations:
|
|
|
|
||||
Beginning of year
|
$
|
392.1
|
|
|
$
|
442.5
|
|
Service cost
|
0.5
|
|
|
1.1
|
|
||
Interest
|
20.2
|
|
|
18.5
|
|
||
Benefits paid
|
(16.4
|
)
|
|
(15.8
|
)
|
||
Actuarial (gain)/loss
|
77.6
|
|
|
(54.2
|
)
|
||
Curtailment
|
(0.1
|
)
|
|
—
|
|
||
End of year
|
$
|
473.9
|
|
|
$
|
392.1
|
|
Plans' Assets:
|
|
|
|
||||
Beginning of year
|
$
|
399.2
|
|
|
$
|
340.1
|
|
Actual return on assets
|
36.7
|
|
|
56.0
|
|
||
Employer contributions
|
15.0
|
|
|
18.9
|
|
||
Benefits paid
|
(16.4
|
)
|
|
(15.8
|
)
|
||
End of year
|
$
|
434.5
|
|
|
$
|
399.2
|
|
|
|
|
|
||||
Consolidated Balance Sheet Components:
|
|
|
|
||||
Other assets
|
$
|
1.2
|
|
|
$
|
17.8
|
|
Accrued liabilities
|
(40.4
|
)
|
|
(10.7
|
)
|
||
Net funded status
|
$
|
(39.4
|
)
|
|
$
|
7.1
|
|
Percent of projected benefit obligations funded
|
91.7
|
%
|
|
101.8
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Actuarial gain (loss)
|
$
|
(71.9
|
)
|
|
$
|
83.7
|
|
|
$
|
(48.1
|
)
|
Amortization of actuarial loss
|
2.1
|
|
|
4.9
|
|
|
3.2
|
|
|||
Amortization of prior service cost
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||
Curtailment
|
0.1
|
|
|
—
|
|
|
—
|
|
|||
Total before income taxes
|
(69.7
|
)
|
|
88.7
|
|
|
(44.8
|
)
|
|||
Income tax expense (benefit)
|
(25.9
|
)
|
|
32.9
|
|
|
(16.7
|
)
|
|||
Net amount recognized in other comprehensive income (loss)
|
$
|
(43.8
|
)
|
|
$
|
55.8
|
|
|
$
|
(28.1
|
)
|
|
Target
Allocation
|
|
December 31,
2014 |
|
Cash and cash equivalents
|
|
|
1
|
%
|
Liability hedging portfolio
|
50%
|
|
47
|
%
|
Growth portfolio
|
50%
|
|
52
|
%
|
Total
|
|
|
100
|
%
|
|
Fair Value Measurement as of December 31, 2014
|
||||||||||||||
|
(in millions)
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
||||||||||||||
Temporary cash investments
|
$
|
4.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.8
|
|
Debt common trust funds
|
—
|
|
|
275.0
|
|
|
—
|
|
|
275.0
|
|
||||
Equity common trust funds
|
—
|
|
|
154.7
|
|
|
—
|
|
|
154.7
|
|
||||
|
$
|
4.8
|
|
|
$
|
429.7
|
|
|
$
|
—
|
|
|
$
|
434.5
|
|
|
Fair Value Measurement as of December 31, 2013
|
||||||||||||||
|
(in millions)
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
||||||||||||||
Temporary cash investments
|
$
|
7.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.0
|
|
Debt common trust funds
|
—
|
|
|
101.3
|
|
|
—
|
|
|
101.3
|
|
||||
Equity common trust funds
|
—
|
|
|
290.9
|
|
|
—
|
|
|
290.9
|
|
||||
|
$
|
7.0
|
|
|
$
|
392.2
|
|
|
$
|
—
|
|
|
$
|
399.2
|
|
|
|
|
|
PPA Zone Status
|
|
|
|
Contributions for Year Ended December 31,
|
|
|
|
|
||||||||||||
Pension Fund
|
|
Employer Identification Number
|
|
2014
|
|
2013
|
|
Financial improvement plan status
|
|
2014
|
|
2013
|
|
2012
|
|
Surcharge imposed
|
|
Expiration date of collective bargaining agreement
|
||||||
|
|
|
|
|
|
|
|
|
|
(in millions)
|
|
|
|
|
||||||||||
Boilermaker-Blacksmith National Pension Trust
|
|
48-6168020
|
|
Yellow
|
|
Yellow
|
|
Implemented
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
No
|
|
July 3, 2016
|
|
Year Ending December 31,
|
||
|
(in millions)
|
||
2015
|
$
|
18.5
|
|
2016
|
19.8
|
|
|
2017
|
20.9
|
|
|
2018
|
22.0
|
|
|
2019
|
24.0
|
|
|
2020-2024
|
133.7
|
|
|
Currency translation adjustments
|
|
Unrealized loss on derivative financial instruments
|
|
Net actuarial gains/(losses) of defined benefit plans
|
|
Accumulated
Other
Comprehensive
Loss
|
||||||||
|
(in millions)
|
||||||||||||||
Balances at December 31, 2011
|
$
|
(17.1
|
)
|
|
$
|
(46.2
|
)
|
|
$
|
(70.7
|
)
|
|
$
|
(134.0
|
)
|
Other comprehensive income (loss), net of tax, before reclassifications
|
—
|
|
|
7.2
|
|
|
(30.3
|
)
|
|
(23.1
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss, net of tax benefit of $0.4, $3.2, $1.1, and $4.7
|
0.6
|
|
|
5.8
|
|
|
2.2
|
|
|
8.6
|
|
||||
Less: noncontrolling interest
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
(1.6
|
)
|
||||
Other comprehensive income (loss)
|
0.6
|
|
|
11.4
|
|
|
(28.1
|
)
|
|
(16.1
|
)
|
||||
Balances at December 31, 2012
|
(16.5
|
)
|
|
(34.8
|
)
|
|
(98.8
|
)
|
|
(150.1
|
)
|
||||
Other comprehensive income, net of tax, before reclassifications
|
—
|
|
|
0.8
|
|
|
52.7
|
|
|
53.5
|
|
||||
Amounts reclassified from accumulated other comprehensive loss, net of tax benefit of $-, $8.7, $1.9, and $10.6
|
—
|
|
|
18.1
|
|
|
3.1
|
|
|
21.2
|
|
||||
Less: noncontrolling interest
|
—
|
|
|
(4.2
|
)
|
|
—
|
|
|
(4.2
|
)
|
||||
Other comprehensive income
|
—
|
|
|
14.7
|
|
|
55.8
|
|
|
70.5
|
|
||||
Sale of interests in partially-owned leasing subsidiaries
|
—
|
|
|
13.2
|
|
|
—
|
|
|
13.2
|
|
||||
Repurchase of interests in partially-owned leasing subsidiary
|
—
|
|
|
(11.8
|
)
|
|
—
|
|
|
(11.8
|
)
|
||||
Balances at December 31, 2013
|
(16.5
|
)
|
|
(18.7
|
)
|
|
(43.0
|
)
|
|
(78.2
|
)
|
||||
Other comprehensive loss, net of tax, before reclassifications
|
(2.0
|
)
|
|
(1.2
|
)
|
|
(45.1
|
)
|
|
(48.3
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss, net of tax benefit of $-, $8.4, $0.8, and $9.2
|
—
|
|
|
16.0
|
|
|
1.3
|
|
|
17.3
|
|
||||
Less: noncontrolling interest
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
|
(3.0
|
)
|
||||
Other comprehensive income (loss)
|
(2.0
|
)
|
|
11.8
|
|
|
(43.8
|
)
|
|
(34.0
|
)
|
||||
Transfer of interests in partially-owned leasing subsidiaries
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
||||
Balances at December 31, 2014
|
$
|
(18.5
|
)
|
|
$
|
(6.6
|
)
|
|
$
|
(86.8
|
)
|
|
$
|
(111.9
|
)
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Terms (Years)
|
|
Aggregate Intrinsic Value
|
|||
|
|
|
|
|
|
|
(in millions)
|
|||
Options outstanding at December 31, 2013
|
162,404
|
|
|
$
|
8.90
|
|
|
3.3
|
|
$3.0
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|
Exercised
|
(67,111
|
)
|
|
$
|
8.95
|
|
|
|
|
|
Cancelled
|
—
|
|
|
—
|
|
|
|
|
|
|
Options outstanding at December 31, 2014
|
95,293
|
|
|
$
|
8.86
|
|
|
3.1
|
|
$1.8
|
|
Number of Restricted Share Awards
|
|
Weighted Average Grant-Date
Fair Value per Award
|
|||
Restricted share awards outstanding at December 31, 2013
|
7,810,104
|
|
|
$
|
16.50
|
|
Granted
|
2,364,839
|
|
|
32.35
|
|
|
Vested
|
(2,625,396
|
)
|
|
16.09
|
|
|
Forfeited
|
(136,578
|
)
|
|
22.05
|
|
|
Restricted share awards outstanding at December 31, 2014
|
7,412,969
|
|
|
$
|
21.60
|
|
|
Year Ended
December 31, 2014 |
|||||||||
|
(in millions, except per share amounts)
|
|||||||||
|
Income
(Loss)
|
|
Average
Shares
|
|
EPS
|
|||||
Net income from continuing operations
|
$
|
709.3
|
|
|
|
|
|
|||
Less: net income from continuing operations attributable to noncontrolling interest
|
31.1
|
|
|
|
|
|
||||
Net income from continuing operations attributable to Trinity Industries, Inc.
|
678.2
|
|
|
|
|
|
||||
Unvested restricted share participation
|
(22.1
|
)
|
|
|
|
|
||||
Net income from continuing operations attributable to Trinity Industries, Inc. – basic
|
656.1
|
|
|
151.0
|
|
|
$
|
4.35
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Stock options
|
—
|
|
|
0.1
|
|
|
|
|||
Convertible subordinated notes
|
0.7
|
|
|
5.6
|
|
|
|
|||
Net income from continuing operations attributable to Trinity Industries, Inc. – diluted
|
$
|
656.8
|
|
|
156.7
|
|
|
$
|
4.19
|
|
|
|
|
|
|
|
|||||
Net income from discontinued operations, net of taxes
|
$
|
—
|
|
|
|
|
|
|||
Unvested restricted share participation
|
—
|
|
|
|
|
|
||||
Net income from discontinued operations, net of taxes – basic
|
—
|
|
|
151.0
|
|
|
$
|
—
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Stock options
|
—
|
|
|
0.1
|
|
|
|
|||
Convertible subordinated notes
|
—
|
|
|
5.6
|
|
|
|
|||
Net income from discontinued operations, net of taxes – diluted
|
$
|
—
|
|
|
156.7
|
|
|
$
|
—
|
|
|
Year Ended
December 31, 2013 |
|||||||||
|
(in millions, except per share amounts)
|
|||||||||
|
Income
(Loss)
|
|
Average
Shares
|
|
EPS
|
|||||
Net income from continuing operations
|
$
|
386.1
|
|
|
|
|
|
|||
Less: net income from continuing operations attributable to noncontrolling interest
|
16.9
|
|
|
|
|
|
||||
Net income from continuing operations attributable to Trinity Industries, Inc.
|
369.2
|
|
|
|
|
|
||||
Unvested restricted share participation
|
(12.0
|
)
|
|
|
|
|
||||
Net income from continuing operations attributable to Trinity Industries, Inc. – basic
|
357.2
|
|
|
152.8
|
|
|
$
|
2.34
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Stock options
|
—
|
|
|
0.1
|
|
|
|
|||
Convertible subordinated notes
|
—
|
|
|
—
|
|
|
|
|||
Net income from continuing operations attributable to Trinity Industries, Inc. – diluted
|
$
|
357.2
|
|
|
152.9
|
|
|
$
|
2.34
|
|
|
|
|
|
|
|
|||||
Net income from discontinued operations, net of taxes
|
$
|
6.3
|
|
|
|
|
|
|||
Unvested restricted share participation
|
(0.2
|
)
|
|
|
|
|
||||
Net income from discontinued operations, net of taxes – basic
|
6.1
|
|
|
152.8
|
|
|
$
|
0.04
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Stock options
|
—
|
|
|
0.1
|
|
|
|
|||
Convertible subordinated notes
|
—
|
|
|
—
|
|
|
|
|||
Net income from discontinued operations, net of taxes – diluted
|
$
|
6.1
|
|
|
152.9
|
|
|
$
|
0.04
|
|
|
Year Ended
December 31, 2012 |
|||||||||
|
(in millions, except per share amounts)
|
|||||||||
|
Income
(Loss)
|
|
Average
Shares
|
|
EPS
|
|||||
Net income from continuing operations
|
$
|
251.9
|
|
|
|
|
|
|||
Less: net loss from continuing operations attributable to noncontrolling interest
|
(1.5
|
)
|
|
|
|
|
||||
Net income from continuing operations attributable to Trinity Industries, Inc.
|
253.4
|
|
|
|
|
|
||||
Unvested restricted share participation
|
(7.7
|
)
|
|
|
|
|
||||
Net income from continuing operations attributable to Trinity Industries, Inc. – basic
|
245.7
|
|
|
154.7
|
|
|
$
|
1.59
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Stock options
|
—
|
|
|
0.4
|
|
|
|
|||
Convertible subordinated notes
|
—
|
|
|
—
|
|
|
|
|||
Net income from continuing operations attributable to Trinity Industries, Inc. – diluted
|
$
|
245.7
|
|
|
155.1
|
|
|
$
|
1.58
|
|
|
|
|
|
|
|
|||||
Net income from discontinued operations, net of taxes
|
$
|
1.8
|
|
|
|
|
|
|||
Unvested restricted share participation
|
(0.1
|
)
|
|
|
|
|
||||
Net income from discontinued operations, net of taxes – basic
|
1.7
|
|
|
154.7
|
|
|
$
|
0.01
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Stock options
|
—
|
|
|
0.4
|
|
|
|
|||
Convertible subordinated notes
|
—
|
|
|
—
|
|
|
|
|||
Net income from discontinued operations, net of taxes – diluted
|
$
|
1.7
|
|
|
155.1
|
|
|
$
|
0.01
|
|
Statement of Operations and Comprehensive Income
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent
|
|
Combined
Guarantor Subsidiaries |
|
Combined
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
4,725.4
|
|
|
$
|
2,294.2
|
|
|
$
|
(849.6
|
)
|
|
$
|
6,170.0
|
|
Cost of revenues
|
—
|
|
|
3,705.3
|
|
|
1,770.2
|
|
|
(855.7
|
)
|
|
4,619.8
|
|
|||||
Selling, engineering, and administrative expenses
|
115.6
|
|
|
151.5
|
|
|
136.5
|
|
|
—
|
|
|
403.6
|
|
|||||
Gains/(losses) on disposition of property, plant, and equipment
|
(1.4
|
)
|
|
41.4
|
|
|
64.4
|
|
|
—
|
|
|
104.4
|
|
|||||
|
117.0
|
|
|
3,815.4
|
|
|
1,842.3
|
|
|
(855.7
|
)
|
|
4,919.0
|
|
|||||
Operating profit (loss)
|
(117.0
|
)
|
|
910.0
|
|
|
451.9
|
|
|
6.1
|
|
|
1,251.0
|
|
|||||
Other (income) expense
|
(60.3
|
)
|
|
86.3
|
|
|
160.9
|
|
|
—
|
|
|
186.9
|
|
|||||
Equity in earnings of subsidiaries, net of taxes
|
740.2
|
|
|
228.9
|
|
|
—
|
|
|
(969.1
|
)
|
|
—
|
|
|||||
Income (loss) from continuing operations before income taxes
|
683.5
|
|
|
1,052.6
|
|
|
291.0
|
|
|
(963.0
|
)
|
|
1,064.1
|
|
|||||
Provision (benefit) for income taxes
|
5.3
|
|
|
325.4
|
|
|
26.1
|
|
|
(2.0
|
)
|
|
354.8
|
|
|||||
Income (loss) from continuing operations
|
678.2
|
|
|
727.2
|
|
|
264.9
|
|
|
(961.0
|
)
|
|
709.3
|
|
|||||
Income (loss) from discontinued operations, net of provision (benefit) for income taxes
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss)
|
678.2
|
|
|
727.1
|
|
|
265.0
|
|
|
(961.0
|
)
|
|
709.3
|
|
|||||
Net income (loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
31.1
|
|
|
31.1
|
|
|||||
Net income (loss) attributable to controlling interest
|
$
|
678.2
|
|
|
$
|
727.1
|
|
|
$
|
265.0
|
|
|
$
|
(992.1
|
)
|
|
$
|
678.2
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
678.2
|
|
|
$
|
727.1
|
|
|
$
|
265.0
|
|
|
$
|
(961.0
|
)
|
|
$
|
709.3
|
|
Other comprehensive income (loss)
|
(32.2
|
)
|
|
(10.0
|
)
|
|
11.2
|
|
|
—
|
|
|
(31.0
|
)
|
|||||
Comprehensive income
|
$
|
646.0
|
|
|
$
|
717.1
|
|
|
$
|
276.2
|
|
|
$
|
(961.0
|
)
|
|
$
|
678.3
|
|
Statement of Operations and Comprehensive Income
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent
|
|
Combined
Guarantor Subsidiaries |
|
Combined
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
3,257.8
|
|
|
$
|
1,758.2
|
|
|
$
|
(650.7
|
)
|
|
$
|
4,365.3
|
|
Cost of revenues
|
—
|
|
|
2,636.3
|
|
|
1,341.9
|
|
|
(655.9
|
)
|
|
3,322.3
|
|
|||||
Selling, engineering, and administrative expenses
|
72.8
|
|
|
128.9
|
|
|
90.3
|
|
|
(0.7
|
)
|
|
291.3
|
|
|||||
Gains on disposition of property, plant, and equipment
|
0.3
|
|
|
10.9
|
|
|
10.0
|
|
|
—
|
|
|
21.2
|
|
|||||
|
72.5
|
|
|
2,754.3
|
|
|
1,422.2
|
|
|
(656.6
|
)
|
|
3,592.4
|
|
|||||
Operating profit (loss)
|
(72.5
|
)
|
|
503.5
|
|
|
336.0
|
|
|
5.9
|
|
|
772.9
|
|
|||||
Other (income) expense
|
(71.5
|
)
|
|
61.2
|
|
|
192.7
|
|
|
—
|
|
|
182.4
|
|
|||||
Equity in earnings of subsidiaries, net of taxes
|
378.3
|
|
|
97.1
|
|
|
—
|
|
|
(475.4
|
)
|
|
—
|
|
|||||
Income (loss) from continuing operations before income taxes
|
377.3
|
|
|
539.4
|
|
|
143.3
|
|
|
(469.5
|
)
|
|
590.5
|
|
|||||
Provision (benefit) for income taxes
|
1.8
|
|
|
167.0
|
|
|
33.5
|
|
|
2.1
|
|
|
204.4
|
|
|||||
Income (loss) from continuing operations
|
375.5
|
|
|
372.4
|
|
|
109.8
|
|
|
(471.6
|
)
|
|
386.1
|
|
|||||
Income (loss) from discontinued operations, net of provision (benefit) for income taxes
|
—
|
|
|
6.3
|
|
|
—
|
|
|
—
|
|
|
6.3
|
|
|||||
Net income (loss)
|
375.5
|
|
|
378.7
|
|
|
109.8
|
|
|
(471.6
|
)
|
|
392.4
|
|
|||||
Net income (loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
16.9
|
|
|
16.9
|
|
|||||
Net income (loss) attributable to controlling interest
|
$
|
375.5
|
|
|
$
|
378.7
|
|
|
$
|
109.8
|
|
|
$
|
(488.5
|
)
|
|
$
|
375.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
375.5
|
|
|
$
|
378.7
|
|
|
$
|
109.8
|
|
|
$
|
(471.6
|
)
|
|
$
|
392.4
|
|
Other comprehensive income (loss)
|
47.7
|
|
|
9.9
|
|
|
17.1
|
|
|
—
|
|
|
74.7
|
|
|||||
Comprehensive income
|
$
|
423.2
|
|
|
$
|
388.6
|
|
|
$
|
126.9
|
|
|
$
|
(471.6
|
)
|
|
$
|
467.1
|
|
Statement of Operations and Comprehensive Income
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent
|
|
Combined
Guarantor Subsidiaries |
|
Combined
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
2,791.5
|
|
|
$
|
1,429.0
|
|
|
$
|
(408.6
|
)
|
|
$
|
3,811.9
|
|
Cost of revenues
|
—
|
|
|
2,385.3
|
|
|
1,087.9
|
|
|
(421.7
|
)
|
|
3,051.5
|
|
|||||
Selling, engineering, and administrative expenses
|
50.4
|
|
|
111.4
|
|
|
62.3
|
|
|
—
|
|
|
224.1
|
|
|||||
Gains on disposition of property, plant, and equipment
|
0.4
|
|
|
9.4
|
|
|
28.7
|
|
|
—
|
|
|
38.5
|
|
|||||
|
50.0
|
|
|
2,487.3
|
|
|
1,121.5
|
|
|
(421.7
|
)
|
|
3,237.1
|
|
|||||
Operating profit (loss)
|
(50.0
|
)
|
|
304.2
|
|
|
307.5
|
|
|
13.1
|
|
|
574.8
|
|
|||||
Other (income) expense
|
(56.5
|
)
|
|
49.0
|
|
|
196.4
|
|
|
—
|
|
|
188.9
|
|
|||||
Equity in earnings of subsidiaries, net of taxes
|
246.6
|
|
|
88.2
|
|
|
—
|
|
|
(334.8
|
)
|
|
—
|
|
|||||
Income (loss) from continuing operations before income taxes
|
253.1
|
|
|
343.4
|
|
|
111.1
|
|
|
(321.7
|
)
|
|
385.9
|
|
|||||
Provision (benefit) for income taxes
|
(2.1
|
)
|
|
117.1
|
|
|
14.3
|
|
|
4.7
|
|
|
134.0
|
|
|||||
Income (loss) from continuing operations
|
255.2
|
|
|
226.3
|
|
|
96.8
|
|
|
(326.4
|
)
|
|
251.9
|
|
|||||
Income (loss) from discontinued operations, net of provision (benefit) for income taxes
|
—
|
|
|
1.4
|
|
|
0.4
|
|
|
—
|
|
|
1.8
|
|
|||||
Net income (loss)
|
255.2
|
|
|
227.7
|
|
|
97.2
|
|
|
(326.4
|
)
|
|
253.7
|
|
|||||
Net income (loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
(1.5
|
)
|
|||||
Net income (loss) attributable to controlling interest
|
$
|
255.2
|
|
|
$
|
227.7
|
|
|
$
|
97.2
|
|
|
$
|
(324.9
|
)
|
|
$
|
255.2
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
255.2
|
|
|
$
|
227.7
|
|
|
$
|
97.2
|
|
|
$
|
(326.4
|
)
|
|
$
|
253.7
|
|
Other comprehensive income (loss)
|
(20.1
|
)
|
|
(6.1
|
)
|
|
11.7
|
|
|
—
|
|
|
(14.5
|
)
|
|||||
Comprehensive income
|
$
|
235.1
|
|
|
$
|
221.6
|
|
|
$
|
108.9
|
|
|
$
|
(326.4
|
)
|
|
$
|
239.2
|
|
Balance Sheet
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent
|
|
Combined
Guarantor Subsidiaries |
|
Combined
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
827.7
|
|
|
$
|
11.1
|
|
|
$
|
89.4
|
|
|
$
|
(40.3
|
)
|
|
$
|
887.9
|
|
Short-term marketable securities
|
75.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75.0
|
|
|||||
Receivables, net of allowance
|
—
|
|
|
190.0
|
|
|
215.7
|
|
|
(0.4
|
)
|
|
405.3
|
|
|||||
Income tax receivable
|
58.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58.6
|
|
|||||
Inventory
|
—
|
|
|
836.6
|
|
|
249.8
|
|
|
(18.0
|
)
|
|
1,068.4
|
|
|||||
Property, plant, and equipment, net
|
29.3
|
|
|
774.8
|
|
|
4,663.1
|
|
|
(564.3
|
)
|
|
4,902.9
|
|
|||||
Investments in and advances to subsidiaries
|
4,426.6
|
|
|
4,028.0
|
|
|
3.4
|
|
|
(8,458.0
|
)
|
|
—
|
|
|||||
Restricted cash
|
—
|
|
|
—
|
|
|
194.4
|
|
|
40.3
|
|
|
234.7
|
|
|||||
Goodwill and other assets
|
180.6
|
|
|
131.6
|
|
|
819.0
|
|
|
(30.2
|
)
|
|
1,101.0
|
|
|||||
|
$
|
5,597.8
|
|
|
$
|
5,972.1
|
|
|
$
|
6,234.8
|
|
|
$
|
(9,070.9
|
)
|
|
$
|
8,733.8
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
15.0
|
|
|
$
|
154.8
|
|
|
$
|
126.2
|
|
|
$
|
(0.6
|
)
|
|
$
|
295.4
|
|
Accrued liabilities
|
235.8
|
|
|
286.9
|
|
|
186.9
|
|
|
—
|
|
|
709.6
|
|
|||||
Debt
|
789.5
|
|
|
39.1
|
|
|
2,724.4
|
|
|
—
|
|
|
3,553.0
|
|
|||||
Deferred income
|
—
|
|
|
34.5
|
|
|
1.9
|
|
|
—
|
|
|
36.4
|
|
|||||
Deferred income taxes
|
—
|
|
|
637.5
|
|
|
8.7
|
|
|
(13.6
|
)
|
|
632.6
|
|
|||||
Advances from subsidiaries
|
1,067.5
|
|
|
—
|
|
|
597.7
|
|
|
(1,665.2
|
)
|
|
—
|
|
|||||
Other liabilities
|
92.6
|
|
|
13.7
|
|
|
3.1
|
|
|
—
|
|
|
109.4
|
|
|||||
Total stockholders' equity
|
3,397.4
|
|
|
4,805.6
|
|
|
2,585.9
|
|
|
(7,391.5
|
)
|
|
3,397.4
|
|
|||||
|
$
|
5,597.8
|
|
|
$
|
5,972.1
|
|
|
$
|
6,234.8
|
|
|
$
|
(9,070.9
|
)
|
|
$
|
8,733.8
|
|
Balance Sheet
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent
|
|
Combined
Guarantor Subsidiaries |
|
Combined
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
409.8
|
|
|
$
|
2.1
|
|
|
$
|
44.0
|
|
|
$
|
(27.4
|
)
|
|
$
|
428.5
|
|
Short-term marketable securities
|
149.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149.7
|
|
|||||
Receivables, net of allowance
|
—
|
|
|
223.4
|
|
|
142.2
|
|
|
(0.6
|
)
|
|
365.0
|
|
|||||
Income tax receivable
|
7.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.7
|
|
|||||
Inventory
|
—
|
|
|
642.1
|
|
|
180.7
|
|
|
(8.1
|
)
|
|
814.7
|
|
|||||
Property, plant, and equipment, net
|
44.5
|
|
|
947.2
|
|
|
4,264.7
|
|
|
(485.8
|
)
|
|
4,770.6
|
|
|||||
Investments in and advances to subsidiaries
|
3,431.7
|
|
|
2,806.5
|
|
|
79.8
|
|
|
(6,318.0
|
)
|
|
—
|
|
|||||
Restricted cash
|
—
|
|
|
25.0
|
|
|
208.3
|
|
|
27.4
|
|
|
260.7
|
|
|||||
Goodwill and other assets
|
133.1
|
|
|
144.3
|
|
|
247.8
|
|
|
(8.7
|
)
|
|
516.5
|
|
|||||
|
$
|
4,176.5
|
|
|
$
|
4,790.6
|
|
|
$
|
5,167.5
|
|
|
$
|
(6,821.2
|
)
|
|
$
|
7,313.4
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
11.6
|
|
|
$
|
115.6
|
|
|
$
|
89.7
|
|
|
$
|
(0.6
|
)
|
|
$
|
216.3
|
|
Accrued liabilities
|
213.0
|
|
|
202.7
|
|
|
151.7
|
|
|
—
|
|
|
567.4
|
|
|||||
Debt
|
375.9
|
|
|
42.2
|
|
|
2,571.7
|
|
|
—
|
|
|
2,989.8
|
|
|||||
Deferred income
|
—
|
|
|
38.7
|
|
|
2.1
|
|
|
—
|
|
|
40.8
|
|
|||||
Deferred income taxes
|
—
|
|
|
655.9
|
|
|
3.5
|
|
|
(8.7
|
)
|
|
650.7
|
|
|||||
Advances from subsidiaries
|
744.5
|
|
|
—
|
|
|
19.2
|
|
|
(763.7
|
)
|
|
—
|
|
|||||
Other liabilities
|
82.4
|
|
|
13.9
|
|
|
3.0
|
|
|
—
|
|
|
99.3
|
|
|||||
Total stockholders' equity
|
2,749.1
|
|
|
3,721.6
|
|
|
2,326.6
|
|
|
(6,048.2
|
)
|
|
2,749.1
|
|
|||||
|
$
|
4,176.5
|
|
|
$
|
4,790.6
|
|
|
$
|
5,167.5
|
|
|
$
|
(6,821.2
|
)
|
|
$
|
7,313.4
|
|
Statement of Cash Flows
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent
|
|
Combined
Guarantor Subsidiaries |
|
Combined
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
678.2
|
|
|
$
|
727.1
|
|
|
$
|
265.0
|
|
|
$
|
(961.0
|
)
|
|
$
|
709.3
|
|
Adjustments to reconcile net income to net cash:
|
|
|
|
|
|
|
|
|
|
||||||||||
(Income) loss from discontinued operations
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|||||
Depreciation and amortization
|
6.1
|
|
|
24.9
|
|
|
213.6
|
|
|
—
|
|
|
244.6
|
|
|||||
Stock-based compensation expense
|
53.3
|
|
|
18.9
|
|
|
13.4
|
|
|
(32.3
|
)
|
|
53.3
|
|
|||||
Excess tax benefits from stock-based compensation
|
(24.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.4
|
)
|
|||||
Provision for deferred income taxes
|
(4.0
|
)
|
|
(8.9
|
)
|
|
7.1
|
|
|
—
|
|
|
(5.8
|
)
|
|||||
Net gains on railcar lease fleet sales owned more than one year
|
—
|
|
|
(41.4
|
)
|
|
(50.9
|
)
|
|
—
|
|
|
(92.3
|
)
|
|||||
Gains on disposition of property, plant, and equipment
|
1.4
|
|
|
—
|
|
|
(13.5
|
)
|
|
—
|
|
|
(12.1
|
)
|
|||||
Non-cash interest expense
|
15.7
|
|
|
(1.9
|
)
|
|
16.9
|
|
|
—
|
|
|
30.7
|
|
|||||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
(Increase) decrease in receivables
|
(50.9
|
)
|
|
33.4
|
|
|
(38.7
|
)
|
|
(0.2
|
)
|
|
(56.4
|
)
|
|||||
(Increase) decrease in inventories
|
—
|
|
|
(194.5
|
)
|
|
(1.7
|
)
|
|
9.9
|
|
|
(186.3
|
)
|
|||||
(Increase) decrease in restricted cash
|
—
|
|
|
25.0
|
|
|
—
|
|
|
—
|
|
|
25.0
|
|
|||||
(Increase) decrease in other assets
|
(38.8
|
)
|
|
13.2
|
|
|
(4.2
|
)
|
|
21.5
|
|
|
(8.3
|
)
|
|||||
Increase (decrease) in accounts payable
|
3.4
|
|
|
39.2
|
|
|
18.1
|
|
|
—
|
|
|
60.7
|
|
|||||
Increase (decrease) in accrued liabilities
|
2.1
|
|
|
72.8
|
|
|
12.1
|
|
|
(4.9
|
)
|
|
82.1
|
|
|||||
Increase (decrease) in other liabilities
|
9.2
|
|
|
(0.2
|
)
|
|
(6.4
|
)
|
|
—
|
|
|
2.6
|
|
|||||
Equity in earnings of subsidiaries, net of taxes
|
(740.2
|
)
|
|
(228.9
|
)
|
|
—
|
|
|
969.1
|
|
|
—
|
|
|||||
Other
|
(0.4
|
)
|
|
(3.5
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
(4.5
|
)
|
|||||
Net cash provided (required) by operating activities - continuing
|
(89.3
|
)
|
|
475.3
|
|
|
430.1
|
|
|
2.1
|
|
|
818.2
|
|
|||||
Net cash provided by operating activities - discontinued
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|||||
Net cash provided (required) by operating activities
|
(89.3
|
)
|
|
476.3
|
|
|
430.1
|
|
|
2.1
|
|
|
819.2
|
|
|||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
(Increase) decrease in short-term marketable securities
|
74.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74.7
|
|
|||||
Proceeds from railcar lease fleet sales
|
—
|
|
|
549.2
|
|
|
140.3
|
|
|
(423.7
|
)
|
|
265.8
|
|
|||||
Proceeds from disposition of PPE and other assets
|
0.4
|
|
|
—
|
|
|
22.6
|
|
|
—
|
|
|
23.0
|
|
|||||
Capital expenditures – leasing
|
—
|
|
|
(222.8
|
)
|
|
(446.2
|
)
|
|
423.7
|
|
|
(245.3
|
)
|
|||||
Capital expenditures – manufacturing and other
|
(9.2
|
)
|
|
(64.0
|
)
|
|
(146.1
|
)
|
|
—
|
|
|
(219.3
|
)
|
|||||
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(714.4
|
)
|
|
—
|
|
|
(714.4
|
)
|
|||||
(Increase) decrease in investment in partially-owned subsidiaries
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
4.5
|
|
|
—
|
|
|||||
Other
|
0.9
|
|
|
(0.8
|
)
|
|
0.7
|
|
|
—
|
|
|
0.8
|
|
|||||
Net cash provided (required) by investing activities - continuing
|
66.8
|
|
|
257.1
|
|
|
(1,143.1
|
)
|
|
4.5
|
|
|
(814.7
|
)
|
|||||
Net cash provided (required) by investing activities - discontinued
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided (required) by investing activities
|
66.8
|
|
|
257.1
|
|
|
(1,143.1
|
)
|
|
4.5
|
|
|
(814.7
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of common stock, net
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|||||
Excess tax benefits from stock-based compensation
|
24.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24.4
|
|
|||||
Payments to retire debt
|
(0.5
|
)
|
|
(3.1
|
)
|
|
(183.0
|
)
|
|
—
|
|
|
(186.6
|
)
|
|||||
Proceeds from issuance of debt
|
395.7
|
|
|
—
|
|
|
331.6
|
|
|
—
|
|
|
727.3
|
|
|||||
(Increase) decrease in restricted cash
|
—
|
|
|
—
|
|
|
13.9
|
|
|
(12.9
|
)
|
|
1.0
|
|
|||||
Shares repurchased
|
(36.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36.5
|
)
|
|||||
Dividends paid to common shareholders
|
(54.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54.4
|
)
|
|||||
Purchase of shares to satisfy employee tax on vested stock
|
(38.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38.3
|
)
|
|||||
Contributions from noncontrolling interest
|
—
|
|
|
—
|
|
|
49.6
|
|
|
—
|
|
|
49.6
|
|
|||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
(28.2
|
)
|
|
—
|
|
|
(28.2
|
)
|
|||||
Contributions from controlling interest in partially-owned subs
|
—
|
|
|
—
|
|
|
4.5
|
|
|
(4.5
|
)
|
|
—
|
|
|||||
Change in intercompany financing between entities
|
149.4
|
|
|
(719.1
|
)
|
|
571.8
|
|
|
(2.1
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
(0.7
|
)
|
|
(1.8
|
)
|
|
—
|
|
|
(2.5
|
)
|
|||||
Net cash provided (required) by financing activities - continuing
|
440.4
|
|
|
(722.9
|
)
|
|
758.4
|
|
|
(19.5
|
)
|
|
456.4
|
|
|||||
Net cash required by financing activities - discontinued
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|||||
Net cash provided (required) by financing activities
|
440.4
|
|
|
(724.4
|
)
|
|
758.4
|
|
|
(19.5
|
)
|
|
454.9
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
417.9
|
|
|
9.0
|
|
|
45.4
|
|
|
(12.9
|
)
|
|
459.4
|
|
|||||
Cash and cash equivalents at beginning of period
|
409.8
|
|
|
2.1
|
|
|
44.0
|
|
|
(27.4
|
)
|
|
428.5
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
827.7
|
|
|
$
|
11.1
|
|
|
$
|
89.4
|
|
|
$
|
(40.3
|
)
|
|
$
|
887.9
|
|
Statement of Cash Flows
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent
|
|
Combined
Guarantor Subsidiaries |
|
Combined
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
375.5
|
|
|
$
|
378.7
|
|
|
$
|
109.8
|
|
|
$
|
(471.6
|
)
|
|
$
|
392.4
|
|
Adjustments to reconcile net income to net cash:
|
|
|
|
|
|
|
|
|
|
||||||||||
(Income) loss from discontinued operations
|
—
|
|
|
(6.3
|
)
|
|
—
|
|
|
—
|
|
|
(6.3
|
)
|
|||||
Depreciation and amortization
|
4.5
|
|
|
31.5
|
|
|
175.5
|
|
|
—
|
|
|
211.5
|
|
|||||
Stock-based compensation expense
|
44.5
|
|
|
15.9
|
|
|
7.5
|
|
|
(23.4
|
)
|
|
44.5
|
|
|||||
Excess tax benefits from stock-based compensation
|
(8.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.5
|
)
|
|||||
Provision for deferred income taxes
|
43.3
|
|
|
(5.3
|
)
|
|
7.8
|
|
|
—
|
|
|
45.8
|
|
|||||
Net gains on railcar lease fleet sales owned more than one year
|
—
|
|
|
(10.9
|
)
|
|
(9.5
|
)
|
|
—
|
|
|
(20.4
|
)
|
|||||
Gain on disposition of property, plant, and equipment
|
(0.3
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.8
|
)
|
|||||
Non-cash interest expense
|
14.4
|
|
|
(0.9
|
)
|
|
17.3
|
|
|
—
|
|
|
30.8
|
|
|||||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
(Increase) decrease in receivables
|
1.0
|
|
|
27.6
|
|
|
(12.0
|
)
|
|
0.6
|
|
|
17.2
|
|
|||||
(Increase) decrease in inventories
|
—
|
|
|
(103.7
|
)
|
|
6.4
|
|
|
1.7
|
|
|
(95.6
|
)
|
|||||
(Increase) decrease in restricted cash
|
—
|
|
|
(25.0
|
)
|
|
—
|
|
|
—
|
|
|
(25.0
|
)
|
|||||
(Increase) decrease in other assets
|
146.8
|
|
|
9.3
|
|
|
(3.0
|
)
|
|
(182.2
|
)
|
|
(29.1
|
)
|
|||||
Increase (decrease) in accounts payable
|
0.1
|
|
|
15.0
|
|
|
14.4
|
|
|
(0.5
|
)
|
|
29.0
|
|
|||||
Increase (decrease) in accrued liabilities
|
61.8
|
|
|
20.5
|
|
|
(9.9
|
)
|
|
—
|
|
|
72.4
|
|
|||||
Increase (decrease) in other liabilities
|
(45.4
|
)
|
|
4.7
|
|
|
(22.7
|
)
|
|
71.6
|
|
|
8.2
|
|
|||||
Equity in earnings of subsidiaries, net of taxes
|
(378.3
|
)
|
|
(97.1
|
)
|
|
—
|
|
|
475.4
|
|
|
—
|
|
|||||
Other
|
(1.8
|
)
|
|
(4.4
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(6.4
|
)
|
|||||
Net cash provided (required) by operating activities - continuing
|
257.6
|
|
|
249.6
|
|
|
280.9
|
|
|
(128.4
|
)
|
|
659.7
|
|
|||||
Net cash provided (required) by operating activities - discontinued
|
—
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|||||
Net cash provided (required) by operating activities
|
257.6
|
|
|
252.1
|
|
|
280.9
|
|
|
(128.4
|
)
|
|
662.2
|
|
|||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
(Increase) decrease in short-term marketable securities
|
(149.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(149.7
|
)
|
|||||
Proceeds from railcar lease fleet sales
|
—
|
|
|
322.4
|
|
|
57.1
|
|
|
(247.9
|
)
|
|
131.6
|
|
|||||
Proceeds from disposition of PPE and other assets
|
—
|
|
|
0.3
|
|
|
3.4
|
|
|
—
|
|
|
3.7
|
|
|||||
Capital expenditures – leasing
|
—
|
|
|
(545.6
|
)
|
|
(283.4
|
)
|
|
247.9
|
|
|
(581.1
|
)
|
|||||
Capital expenditures – manufacturing and other
|
(23.7
|
)
|
|
(34.1
|
)
|
|
(92.1
|
)
|
|
—
|
|
|
(149.9
|
)
|
|||||
Acquisitions, net of cash acquired
|
—
|
|
|
35.6
|
|
|
(108.8
|
)
|
|
—
|
|
|
(73.2
|
)
|
|||||
(Increase) decrease in investment in partially-owned subsidiaries
|
—
|
|
|
47.3
|
|
|
—
|
|
|
(47.3
|
)
|
|
—
|
|
|||||
Other
|
108.8
|
|
|
—
|
|
|
—
|
|
|
(108.8
|
)
|
|
—
|
|
|||||
Net cash provided (required) by investing activities - continuing
|
(64.6
|
)
|
|
(174.1
|
)
|
|
(423.8
|
)
|
|
(156.1
|
)
|
|
(818.6
|
)
|
|||||
Net cash provided by investing activities - discontinued
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|||||
Net cash provided (required) by investing activities
|
(64.6
|
)
|
|
(173.5
|
)
|
|
(423.8
|
)
|
|
(156.1
|
)
|
|
(818.0
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of common stock, net
|
2.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|||||
Excess tax benefits from stock-based compensation
|
8.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.5
|
|
|||||
Payments to retire debt
|
—
|
|
|
(52.2
|
)
|
|
(318.7
|
)
|
|
108.8
|
|
|
(262.1
|
)
|
|||||
Proceeds from issuance of debt
|
—
|
|
|
—
|
|
|
175.0
|
|
|
—
|
|
|
175.0
|
|
|||||
(Increase) decrease in restricted cash
|
—
|
|
|
—
|
|
|
2.5
|
|
|
(15.0
|
)
|
|
(12.5
|
)
|
|||||
Shares repurchased
|
(103.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(103.2
|
)
|
|||||
Dividends paid to common shareholders
|
(39.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39.3
|
)
|
|||||
Purchase of shares to satisfy employee tax on vested stock
|
(9.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.6
|
)
|
|||||
Proceeds from sale of interests in partially-owned leasing subs
|
—
|
|
|
—
|
|
|
296.7
|
|
|
—
|
|
|
296.7
|
|
|||||
Repurchase of noncontrolling interest in partially-owned leasing subs
|
—
|
|
|
(84.0
|
)
|
|
—
|
|
|
—
|
|
|
(84.0
|
)
|
|||||
Contributions from noncontrolling interest
|
—
|
|
|
—
|
|
|
50.0
|
|
|
—
|
|
|
50.0
|
|
|||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
(10.0
|
)
|
|
—
|
|
|
(10.0
|
)
|
|||||
Distributions to controlling interest in partially-owned subsidiaries
|
—
|
|
|
—
|
|
|
(47.3
|
)
|
|
47.3
|
|
|
—
|
|
|||||
Change in intercompany financing between entities
|
(148.3
|
)
|
|
56.7
|
|
|
(36.8
|
)
|
|
128.4
|
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
|||||
Net cash provided (required) by financing activities - continuing
|
(289.4
|
)
|
|
(79.5
|
)
|
|
112.2
|
|
|
269.5
|
|
|
12.8
|
|
|||||
Net cash required by financing activities - discontinued
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|||||
Net cash provided (required) by financing activities
|
(289.4
|
)
|
|
(81.0
|
)
|
|
112.2
|
|
|
269.5
|
|
|
11.3
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(96.4
|
)
|
|
(2.4
|
)
|
|
(30.7
|
)
|
|
(15.0
|
)
|
|
(144.5
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
506.2
|
|
|
4.5
|
|
|
74.7
|
|
|
(12.4
|
)
|
|
573.0
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
409.8
|
|
|
$
|
2.1
|
|
|
$
|
44.0
|
|
|
$
|
(27.4
|
)
|
|
$
|
428.5
|
|
Statement of Cash Flows
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent
|
|
Combined
Guarantor Subsidiaries |
|
Combined
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
255.2
|
|
|
$
|
227.7
|
|
|
$
|
97.2
|
|
|
$
|
(326.4
|
)
|
|
$
|
253.7
|
|
Adjustments to reconcile net income to net cash:
|
|
|
|
|
|
|
|
|
|
||||||||||
(Income) loss from discontinued operations
|
—
|
|
|
(1.4
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
(1.8
|
)
|
|||||
Depreciation and amortization
|
3.9
|
|
|
30.4
|
|
|
159.4
|
|
|
—
|
|
|
193.7
|
|
|||||
Stock-based compensation expense
|
27.7
|
|
|
10.2
|
|
|
4.1
|
|
|
(14.3
|
)
|
|
27.7
|
|
|||||
Excess tax benefits from stock-based compensation
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|||||
Provision for deferred income taxes
|
4.9
|
|
|
125.5
|
|
|
(4.1
|
)
|
|
—
|
|
|
126.3
|
|
|||||
Net gains on railcar lease fleet sales owned more than one year
|
—
|
|
|
(9.0
|
)
|
|
(24.5
|
)
|
|
—
|
|
|
(33.5
|
)
|
|||||
Gain on disposition of PPE and other assets
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(4.2
|
)
|
|
—
|
|
|
(5.0
|
)
|
|||||
Non-cash interest expense
|
13.3
|
|
|
0.3
|
|
|
17.6
|
|
|
—
|
|
|
31.2
|
|
|||||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
(Increase) decrease in receivables
|
(7.8
|
)
|
|
10.1
|
|
|
0.4
|
|
|
—
|
|
|
2.7
|
|
|||||
(Increase) decrease in inventories
|
—
|
|
|
(106.3
|
)
|
|
(24.9
|
)
|
|
3.2
|
|
|
(128.0
|
)
|
|||||
(Increase) decrease in restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
(Increase) decrease in other assets
|
(30.2
|
)
|
|
(2.7
|
)
|
|
(3.3
|
)
|
|
(5.3
|
)
|
|
(41.5
|
)
|
|||||
Increase (decrease) in accounts payable
|
3.5
|
|
|
(26.0
|
)
|
|
5.8
|
|
|
—
|
|
|
(16.7
|
)
|
|||||
Increase (decrease) in accrued liabilities
|
5.9
|
|
|
109.5
|
|
|
6.2
|
|
|
3.9
|
|
|
125.5
|
|
|||||
Increase (decrease) in other liabilities
|
(12.8
|
)
|
|
(33.7
|
)
|
|
(1.4
|
)
|
|
44.0
|
|
|
(3.9
|
)
|
|||||
Equity in earnings of subsidiaries, net of taxes
|
(246.6
|
)
|
|
(88.2
|
)
|
|
—
|
|
|
334.8
|
|
|
—
|
|
|||||
Other adjustments
|
0.9
|
|
|
(3.2
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
(3.2
|
)
|
|||||
Net cash provided by operating activities - continuing operations
|
16.9
|
|
|
242.8
|
|
|
227.0
|
|
|
39.9
|
|
|
526.6
|
|
|||||
Net cash provided by operating activities - discontinued operations
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|||||
Net cash provided by operating activities
|
16.9
|
|
|
243.6
|
|
|
227.0
|
|
|
39.9
|
|
|
527.4
|
|
|||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from railcar lease fleet sales owned more than one year
|
—
|
|
|
527.6
|
|
|
88.7
|
|
|
(490.0
|
)
|
|
126.3
|
|
|||||
Proceeds from lease fleet sales – sale and leaseback
|
—
|
|
|
58.3
|
|
|
—
|
|
|
—
|
|
|
58.3
|
|
|||||
Proceeds from disposition of PPE and other assets
|
—
|
|
|
13.6
|
|
|
3.2
|
|
|
—
|
|
|
16.8
|
|
|||||
Capital expenditures – leasing subsidiary
|
—
|
|
|
(380.9
|
)
|
|
(461.7
|
)
|
|
490.0
|
|
|
(352.6
|
)
|
|||||
Capital expenditures – manufacturing and other
|
(6.6
|
)
|
|
(38.8
|
)
|
|
(71.2
|
)
|
|
—
|
|
|
(116.6
|
)
|
|||||
Acquisitions, net of cash acquired
|
—
|
|
|
2.1
|
|
|
(48.3
|
)
|
|
—
|
|
|
(46.2
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
1.7
|
|
|||||
Net cash required by investing activities - continuing
|
(6.6
|
)
|
|
181.9
|
|
|
(487.6
|
)
|
|
—
|
|
|
(312.3
|
)
|
|||||
Net cash provided (required) by investing activities - discontinued
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|||||
Net cash required by investing activities
|
(6.6
|
)
|
|
182.8
|
|
|
(487.6
|
)
|
|
—
|
|
|
(311.4
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of common stock, net
|
4.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|||||
Excess tax benefits from stock-based compensation
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|||||
Payments to retire debt
|
—
|
|
|
(8.9
|
)
|
|
(369.5
|
)
|
|
—
|
|
|
(378.4
|
)
|
|||||
Proceeds from issuance of debt
|
—
|
|
|
—
|
|
|
443.8
|
|
|
—
|
|
|
443.8
|
|
|||||
(Increase) decrease in restricted cash
|
—
|
|
|
—
|
|
|
(6.0
|
)
|
|
23.1
|
|
|
17.1
|
|
|||||
Shares repurchased
|
(45.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45.2
|
)
|
|||||
Dividends paid to common shareholders
|
(31.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31.7
|
)
|
|||||
Purchase of shares to satisfy employee tax on vested stock
|
(4.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.8
|
)
|
|||||
Change in intercompany financing between entities
|
236.5
|
|
|
(415.4
|
)
|
|
218.8
|
|
|
(39.9
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||||
Net cash provided by financing activities - continuing
|
159.5
|
|
|
(424.3
|
)
|
|
286.6
|
|
|
(16.8
|
)
|
|
5.0
|
|
|||||
Net cash required by financing activities - discontinued
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|||||
Net cash provided by financing activities
|
159.5
|
|
|
(423.4
|
)
|
|
286.6
|
|
|
(16.8
|
)
|
|
5.9
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
169.8
|
|
|
3.0
|
|
|
26.0
|
|
|
23.1
|
|
|
221.9
|
|
|||||
Cash and cash equivalents at beginning of period
|
336.4
|
|
|
1.5
|
|
|
48.7
|
|
|
(35.5
|
)
|
|
351.1
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
506.2
|
|
|
$
|
4.5
|
|
|
$
|
74.7
|
|
|
$
|
(12.4
|
)
|
|
$
|
573.0
|
|
|
Three Months Ended
|
||||||||||||||
|
March 31,
2014 |
|
June 30,
2014 |
|
September 30,
2014 |
|
December 31,
2014 |
||||||||
|
(in millions except per share data)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Manufacturing
|
$
|
1,018.3
|
|
|
$
|
1,259.9
|
|
|
$
|
1,359.8
|
|
|
$
|
1,425.6
|
|
Leasing
|
442.2
|
|
|
225.4
|
|
|
203.0
|
|
|
235.8
|
|
||||
|
1,460.5
|
|
|
1,485.3
|
|
|
1,562.8
|
|
|
1,661.4
|
|
||||
Operating costs:
|
|
|
|
|
|
|
|
||||||||
Costs of revenues:
|
|
|
|
|
|
|
|
||||||||
Manufacturing
|
794.7
|
|
|
970.2
|
|
|
1,062.6
|
|
|
1,147.6
|
|
||||
Leasing
|
279.3
|
|
|
128.1
|
|
|
109.6
|
|
|
127.7
|
|
||||
|
1,074.0
|
|
|
1,098.3
|
|
|
1,172.2
|
|
|
1,275.3
|
|
||||
Selling, engineering, and administrative expenses
|
83.6
|
|
|
96.4
|
|
|
113.0
|
|
|
110.6
|
|
||||
Gain on disposition of property, plant, and equipment
|
88.4
|
|
|
11.4
|
|
|
3.6
|
|
|
1.0
|
|
||||
Operating profit
|
391.3
|
|
|
302.0
|
|
|
281.2
|
|
|
276.5
|
|
||||
Net income from continuing operations
|
233.3
|
|
|
173.3
|
|
|
156.3
|
|
|
146.4
|
|
||||
Discontinued operations, net of tax
|
(0.3
|
)
|
|
(0.2
|
)
|
|
0.6
|
|
|
(0.1
|
)
|
||||
Net income
|
233.0
|
|
|
173.1
|
|
|
156.9
|
|
|
146.3
|
|
||||
Net income attributable to Trinity Industries, Inc.
|
226.4
|
|
|
164.2
|
|
|
149.4
|
|
|
138.2
|
|
||||
Net income attributable to Trinity Industries, Inc. per common share:
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
1.46
|
|
|
$
|
1.05
|
|
|
$
|
0.95
|
|
|
$
|
0.89
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
1.46
|
|
|
$
|
1.05
|
|
|
$
|
0.95
|
|
|
$
|
0.89
|
|
Diluted:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
1.42
|
|
|
$
|
1.01
|
|
|
$
|
0.90
|
|
|
$
|
0.86
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
1.42
|
|
|
$
|
1.01
|
|
|
$
|
0.90
|
|
|
$
|
0.86
|
|
|
Three Months Ended
|
||||||||||||||
|
March 31,
2013 |
|
June 30,
2013 |
|
September 30,
2013 |
|
December 31,
2013 |
||||||||
|
(in millions except per share data)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Manufacturing
|
$
|
798.5
|
|
|
$
|
896.5
|
|
|
$
|
959.7
|
|
|
$
|
1,065.2
|
|
Leasing
|
134.4
|
|
|
169.6
|
|
|
150.6
|
|
|
190.8
|
|
||||
|
932.9
|
|
|
1,066.1
|
|
|
1,110.3
|
|
|
1,256.0
|
|
||||
Operating costs:
|
|
|
|
|
|
|
|
||||||||
Costs of revenues:
|
|
|
|
|
|
|
|
||||||||
Manufacturing
|
641.2
|
|
|
726.0
|
|
|
767.0
|
|
|
856.7
|
|
||||
Leasing
|
69.9
|
|
|
86.2
|
|
|
69.3
|
|
|
106.0
|
|
||||
|
711.1
|
|
|
812.2
|
|
|
836.3
|
|
|
962.7
|
|
||||
Selling, engineering, and administrative expenses
|
69.0
|
|
|
71.5
|
|
|
70.6
|
|
|
80.2
|
|
||||
Gain on disposition of property, plant, and equipment
|
6.7
|
|
|
1.0
|
|
|
2.2
|
|
|
11.3
|
|
||||
Operating profit
|
159.5
|
|
|
183.4
|
|
|
205.6
|
|
|
224.4
|
|
||||
Net income from continuing operations
|
72.2
|
|
|
89.2
|
|
|
105.8
|
|
|
118.9
|
|
||||
Discontinued operations, net of tax
|
6.6
|
|
|
(1.0
|
)
|
|
0.3
|
|
|
0.4
|
|
||||
Net income
|
78.8
|
|
|
88.2
|
|
|
106.1
|
|
|
119.3
|
|
||||
Net income attributable to Trinity Industries, Inc.
|
79.1
|
|
|
84.0
|
|
|
99.6
|
|
|
112.8
|
|
||||
Net income (loss) attributable to Trinity Industries, Inc. per common share:
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.46
|
|
|
$
|
0.53
|
|
|
$
|
0.63
|
|
|
$
|
0.72
|
|
Discontinued operations
|
0.04
|
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
||||
|
$
|
0.50
|
|
|
$
|
0.52
|
|
|
$
|
0.63
|
|
|
$
|
0.72
|
|
Diluted:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.46
|
|
|
$
|
0.53
|
|
|
$
|
0.63
|
|
|
$
|
0.72
|
|
Discontinued operations
|
0.04
|
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
||||
|
$
|
0.50
|
|
|
$
|
0.52
|
|
|
$
|
0.63
|
|
|
$
|
0.72
|
|
/s/ ERNST & YOUNG LLP
|
Equity Compensation Plan Information
|
|||||||||
|
(a)
|
|
(b)
|
|
(c)
|
||||
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
|
||||
Plan Category:
|
|
|
|
|
|
||||
Equity compensation plans approved by security holders:
|
|
|
|
|
|
||||
Stock Options
|
95,293
|
|
|
$
|
8.86
|
|
|
|
|
Restricted stock units and performance units
|
2,523,025
|
|
1
|
$
|
—
|
|
|
|
|
|
2,618,318
|
|
|
|
|
2,607,425
|
|
||
Equity compensation plans not approved by security holders
|
—
|
|
2
|
|
|
—
|
|
||
Total
|
2,618,318
|
|
|
|
|
2,607,425
|
|
1)
|
Post-Effective Amendment No. 3 to the Registration Statement (Form S-8, No. 2-64813),
|
2)
|
Post-Effective Amendment No. 1 to the Registration Statement (Form S-8, No. 33-10937),
|
3)
|
Registration Statement (Form S-8, No. 33-35514),
|
4)
|
Registration Statement (Form S-8, No. 33-73026),
|
5)
|
Registration Statement (Form S-8, No. 333-77735),
|
6)
|
Registration Statement (Form S-8, No. 333-91067),
|
7)
|
Registration Statement (Form S-8, No. 333-85588),
|
8)
|
Registration Statement (Form S-8, No. 333-85590),
|
9)
|
Registration Statement (Form S-8, No. 333-114854),
|
10)
|
Registration Statement (Form S-8, No. 333-115376),
|
11)
|
Registration Statement (Form S-3, No. 333-134596),
|
12)
|
Registration Statement (Form S-8, No. 333-159552),
|
13)
|
Registration Statement (Form S-8, No. 333-169452),
|
14)
|
Registration Statement (Form S-8, No. 333-183941), and
|
15)
|
Registration Statement (Form S-3, No. 333-198744);
|
/s/ ERNST & YOUNG LLP
|
TRINITY INDUSTRIES, INC.
|
By
|
/s/ James E. Perry
|
Registrant
|
|
|
|
|
James E. Perry
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
February 19, 2015
|
/s/ John L. Adams
|
/s/ Douglas L. Rock
|
John L. Adams
|
Douglas L. Rock
|
Director
|
Director
|
Dated: February 19, 2015
|
Dated: February 19, 2015
|
|
|
/s/ Rhys J. Best
|
/s/ Dunia A. Shive
|
Rhys J. Best
|
Dunia A. Shive
|
Director
|
Director
|
Dated: February 19, 2015
|
Dated: February 19, 2015
|
|
|
/s/ David W. Biegler
|
|
David W. Biegler
|
Principal Executive Officer:
|
Director
|
|
Dated: February 19, 2015
|
/s/ Timothy R. Wallace
|
|
Timothy R. Wallace
|
/s/ Antonio Carrillo
|
Chairman, Chief Executive Officer, President, and Director
|
Antonio Carrillo
|
Dated: February 19, 2015
|
Director
|
|
Dated: February 19, 2015
|
|
|
Principal Financial Officer:
|
/s/ Leldon E. Echols
|
|
Leldon E. Echols
|
/s/ James E. Perry
|
Director
|
James E. Perry
|
Dated: February 19, 2015
|
Senior Vice President and Chief Financial Officer
|
|
Dated: February 19, 2015
|
/s/ Ronald J. Gafford
|
|
Ronald J. Gafford
|
|
Director
|
Principal Accounting Officer:
|
Dated: February 19, 2015
|
|
|
/s/ Mary E. Henderson
|
/s/ Adrián Lajous
|
Mary E. Henderson
|
Adrián Lajous
|
Vice President and Chief Accounting Officer
|
Director
|
Dated: February 19, 2015
|
Dated: February 19, 2015
|
|
|
|
/s/ Charles W. Matthews
|
|
Charles W. Matthews
|
|
Director
|
|
Dated: February 19, 2015
|
|
INDEX TO EXHIBITS
Trinity Industries, Inc.
Index to Exhibits
(Item 15(b))
|
||
NO.
|
|
DESCRIPTION
|
(10.3.5)
|
|
Amendment No. 5 to the 1993 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.3.5 to our Annual Report on Form 10-K for the annual period ended December 31, 2011).*
|
(10.4)
|
|
Supplemental Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates as restated effective January 1, 2005 (incorporated by reference to Exhibit 10.4 to our Annual Report on Form 10-K for the annual period ended December 31, 2013).*
|
(10.5)
|
|
Trust Agreement for Trinity Industries, Inc. Deferred Compensation Trust dated December 15, 2011 (incorporated by reference to Exhibit 10.5 to our Annual Report on Form 10-K for the annual period ended December 31, 2011).*
|
(10.6)
|
|
Trust Agreement for Trinity Industries, Inc. Supplemental Profit Sharing and Directors Fee Trust dated December 15, 2011 (incorporated by reference to Exhibit 10.6 to our Annual Report on Form 10-K for the annual period ended December 31, 2011).*
|
(10.7)
|
|
Supplemental Retirement Plan as Amended and Restated effective January 1, 2009 (incorporated by reference to Exhibit 10.7 to our Annual Report on Form 10-K for the annual period ended December 31, 2013).*
|
(10.7.1)
|
|
Amendment No. 1 to the Supplemental Retirement Plan as Amended and Restated effective January 1, 2009 (incorporated by reference to Exhibit 10.7.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2013).*
|
(10.8)
|
|
Trinity Industries, Inc. Deferred Plan for Director Fees, as amended (incorporated by reference to Exhibit 10.9 of Registration Statement No. 333-117526 filed July 21, 2004).*
|
(10.8.1)
|
|
Amendment to Trinity Industries, Inc. Deferred Plan for Director Fees dated December 7, 2005 (incorporated by reference to Exhibit 10.8.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2011).*
|
(10.8.2)
|
|
Trinity Industries, Inc. 2005 Deferred Plan for Director Fees (incorporated by reference to Exhibit 10.8.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2011).*
|
(10.9)
|
|
Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (incorporated by reference to Exhibit 4.2 of Registration Statement No. 333-77735 filed May 4, 1999).*
|
(10.9.1)
|
|
Amendment No. 1 to the Trinity Industries, Inc. 1998 Stock Option Plan and Incentive Plan (incorporated by reference to Exhibit 10.9.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2009).*
|
(10.9.2)
|
|
Amendment No. 2 to the Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.9.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2009).*
|
(10.9.3)
|
|
Amendment No. 3 to the Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.9.3 to our Annual Report on Form 10-K for the annual period ended December 31, 2011).*
|
(10.9.4)
|
|
Amendment No. 4 to the Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.9.4 to our Annual Report on Form 10-K for the annual period ended December 31, 2011).*
|
(10.10)
|
|
Second Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.1 to our Form 8-K filed May 8, 2013).*
|
(10.10.1)
|
|
Form of Notice of Grant of Stock Options and Non-Qualified Option Agreement with Non-Qualified Stock Option Terms and Conditions as of December 9, 2008 (incorporated by reference to Exhibit 10.10.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2013).*
|
(10.10.2)
|
|
Form of Notice of Grant of Stock Options and Incentive Stock Option Agreement with Incentive Stock Option Terms and Conditions as of December 9, 2008 (incorporated by reference to Exhibit 10.10.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2013).*
|
(10.10.3)
|
|
Form of Restricted Stock Grant Agreement for grants issued prior to 2008 (incorporated by reference to Exhibit 10.10.3 to our Annual Report on Form 10-K for the annual period ended December 31, 2013).*
|
(10.10.3.1)
|
|
Form of Restricted Stock Grant Agreement for grants issued commencing 2008 (incorporated by reference to Exhibit 10.10.3.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2013).*
|
(10.10.4)
|
|
Form of Non-Qualified Stock Option Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.10.4 to our Annual Report on Form 10-K for the annual period ended December 31, 2010).*
|
(10.10.5)
|
|
Form of Restricted Stock Unit Agreement for Non-Employee Directors for grants issued prior to 2008 (incorporated by reference to Exhibit 10.10.5 to our Annual Report on Form 10-K for the annual period ended December 31, 2013).*
|
(10.10.5.1)
|
|
Form of Restricted Stock Unit Agreement for Non-Employee Directors for grants issued commencing 2008 (incorporated by reference to Exhibit 10.10.5.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2013).*
|
INDEX TO EXHIBITS
Trinity Industries, Inc.
Index to Exhibits
(Item 15(b))
|
||
NO.
|
|
DESCRIPTION
|
(10.10.6)
|
|
Form of Performance Restricted Stock Unit Grant Agreement for grants issued commencing 2011 (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011).*
|
(10.11)
|
|
Trinity Industries, Inc. Supplemental Retirement Plan Trust (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q/A for the quarterly period ended March 31, 2012).*
|
(10.12)
|
|
Form of 2008 Deferred Compensation Plan and Agreement as amended and restated entered into between Trinity Industries, Inc. and certain officers of Trinity Industries, Inc. or its subsidiaries (incorporated by reference to Exhibit 10.12 to our Annual Report on Form 10-K for the annual period ended December 31, 2013).*
|
(10.13)
|
|
Trinity Industries, Inc. Annual Incentive Plan (incorporated by reference to Exhibit 10.2 to our Form 8-K filed May 8, 2013).*
|
(10.14)
|
|
Equipment Lease Agreement (TRL 1 2001-1A) dated as of May 17, 2001 between TRLI-1A Railcar Statutory Trust, lesser, and Trinity Rail Leasing I L.P., lessee (incorporated by reference to Exhibit 10.14 to our Annual Report on Form 10-K for the annual period ended December 31, 2013).
|
(10.14.1)
|
|
Participation Agreement (TRL 1 2001-1A) dated as of May 17, 2001 among Trinity Rail Leasing I L.P., lessee, et. al. (incorporated by reference to Exhibit 10.14.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2013).
|
(10.14.2)
|
|
Equipment Lease Agreement (TRL 1 2001-1B) dated as of July 12, 2001 between TRL 1 2001-1B Railcar Statutory Trust, lessor, and Trinity Rail Leasing I L.P., lessee (incorporated by reference to Exhibit 10.14.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2013).
|
(10.14.3)
|
|
Participation Agreement (TRL 1 2001-1B) dated as of May 17, 2001 among Trinity Rail Leasing I L.P., lessee, et. al. (incorporated by reference to Exhibit 10.14.3 to our Annual Report on Form 10-K for the annual period ended December 31, 2013).
|
(10.14.4)
|
|
Equipment Lease Agreement (TRL 1 2001-1C) dated as of December 28, 2001 between TRL 1 2001-1C Railcar Statutory Trust, lessor, and Trinity Rail Leasing 1 L.P., lessee (incorporated by reference to Exhibit 10.14.4 to our Annual Report on Form 10-K for the annual period ended December 31, 2013).
|
(10.14.5)
|
|
Participation Agreement (TRL 1 2001-1C) dated as of December 28, 2001 among Trinity Rail Leasing 1 L.P., lessee, et. al. (incorporated by reference to Exhibit 10.14.5 to our Annual Report on Form 10-K for the annual period ended December 31, 2013).
|
(10.15)
|
|
Equipment Lease Agreement (TRL III 2003-1A) dated as of November 12, 2003 between TRL III-1A Railcar Statutory Trust, lessor, and Trinity Rail Leasing III L.P., lessee (incorporated by reference to Exhibit 10.15 to our Annual Report on Form 10-K for the annual period ended December 31, 2013).
|
(10.15.1)
|
|
Participation Agreement (TRL III 2003-1A) dated as of November 12, 2003 between TRL III-1A among Trinity Rail Leasing III L.P., lessee, et. al. (incorporated by reference to Exhibit 10.15.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2013).
|
(10.15.2)
|
|
Equipment Lease Agreement (TRL III 2003-1B) dated as of November 12, 2003 between TRL III-1B Railcar Statutory Trust, lessor, and Trinity Rail Leasing III L.P., lessee, (incorporated by reference to Exhibit 10.15.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2013).
|
(10.15.3)
|
|
Participation Agreement (TRL III 2003-1B) dated as of November 12, 2003 between TRL III-1B among Trinity Rail Leasing III L.P., lessee, et. al. (incorporated by reference to Exhibit 10.15.3 to our Annual Report on Form 10-K for the annual period ended December 31, 2013).
|
(10.15.4)
|
|
Equipment Lease Agreement (TRL III 2003-1C) dated as of November 12, 2003 between TRL III-1C Railcar Statutory Trust, lessor, and Trinity Rail Leasing III L.P., lessee (incorporated by reference to Exhibit 10.15.4 to our Annual Report on Form 10-K for the annual period ended December 31, 2013).
|
(10.15.5)
|
|
Participation Agreement (TRL III 2003-1C) dated as of November 12, 2003 between TRL III-1C among Trinity Rail Leasing III L.P., lessee, et. al. (incorporated by reference to Exhibit 10.15.5 to our Annual Report on Form 10-K for the annual period ended December 31, 2013).
|
(10.16)
|
|
Equipment Lease Agreement (TRL IV 2004-1A) between TRL IV 2004-1A Statutory Trust, lessor, and Trinity Rail Leasing IV L.P., lessee (incorporated by reference to Exhibit 10.16 to our Annual Report on Form 10-K for the annual period ended December 31, 2013).
|
(10.16.1)
|
|
Participation Agreement (TRL IV 2004-1A) among Trinity Rail Leasing IV, L.P., lessee, et. al (incorporated by reference to Exhibit 10.16.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2013).
|
(10.17)
|
|
Third Amended and Restated Credit Agreement dated as of October 20, 2011 among Trinity Industries, Inc, as Borrower, JP Morgan Chase Bank, N.A., individually and as Administrative Agent, and certain other Lenders party thereto from time to time (incorporated by reference to Exhibit 10.17 to our Annual Report on Form 10-K for the annual period ended December 31, 2011).
|
INDEX TO EXHIBITS
Trinity Industries, Inc.
Index to Exhibits
(Item 15(b))
|
||
NO.
|
|
DESCRIPTION
|
(10.18)
|
|
Third Amended and Restated Warehouse Loan Agreement dated as of June 17, 2013 among Trinity Industries Leasing Company, Trinity Rail Leasing Warehouse Trust, the banks and other lending institutions from time to time party hereto, Credit Suisse AG, New York Branch, as Agent, and Wilmington Trust Company, as Collateral Agent and Depositary (incorporated by reference to Exhibit 10.1 to our Form 8-K filed on June 21, 2013).
|
(10.19)
|
|
Term Loan Agreement dated as of May 9, 2008 among Trinity Rail Leasing VI LLC, the Committed Lenders and the Conduit Lenders From Time to Time Party Hereto, DVB Bank AG, as Agent, and Wilmington Trust Company; as Collateral and Depositary (incorporated by reference to Exhibit 10.19 to our Annual Report on Form 10-K for the annual period ended December 31, 2013).
|
(10.19.1)
|
|
Purchase and Sale Agreement (TILC) dated as of May 9, 2008 among Trinity Industries Leasing Company, as Seller and Trinity Rail Leasing VI LLC, as Buyer (incorporated by reference to Exhibit 10.19.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2013).
|
(10.19.2)
|
|
Purchase and Sale Agreement (TRLT-II) dated as of May 9, 2008 among Trinity Rail Leasing Trust II, as Seller, Trinity Rail Leasing VI LLC, as Buyer and Trinity Industries Leasing Company (incorporated by reference to Exhibit 10.19.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2013).
|
(10.20)
|
|
Master Indenture dated November 5, 2009, between Trinity Rail Leasing VII LLC and Wilmington Trust Company, as indenture trustee (filed herewith).
|
(10.20.1)
|
|
Purchase and Contribution Agreement, dated November 5, 2009, among Trinity Industries Leasing Company, Trinity Rail Leasing Warehouse Trust, and Trinity Rail Leasing VII L.L.C. (filed herewith).
|
(10.21)
|
|
Perquisite Plan beginning January 1, 2004 in which the Company's Executive Officers participate (filed herewith).*
|
(10.22)
|
|
Purchase and Contribution Agreement, dated May 18, 2006, among Trinity Industries Leasing Company, Trinity Leasing Trust II, and Trinity Rail Leasing V L.P. (incorporated by reference to Exhibit 10.22 to our Annual Report on Form 10-K for the annual period ended December 31, 2011).
|
(10.22.1)
|
|
Master Indenture dated May 24, 2006, between Trinity Rail Leasing V L.P. and Wilmington Trust Company, as indenture trustee (incorporated by reference to Exhibit 10.22.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2011).
|
(10.23)
|
|
Board Compensation Summary Sheet (filed herewith).*
|
(10.25)
|
|
Indenture dated as of October 25, 2010, between Trinity Rail Leasing 2010 LLC and Wilmington Trust Company, as indenture trustee (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010).
|
(10.25.1)
|
|
Purchase and Contribution Agreement, dated as of October 25, 2010, among Trinity Rail Leasing Warehouse Trust, Trinity Industries Leasing Company, and Trinity Rail Leasing 2010 LLC (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010).
|
(10.26)
|
|
Purchase and Contribution Agreement dated July 6, 2011, among TRIP Rail Leasing, LLC, Trinity Industries Leasing Company, TRIP Rail Master Funding LLC (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011).
|
(10.26.1)
|
|
Master Indenture dated July 6, 2011, among TRIP Rail Master Funding LLC and Wilmington Trust Company, as indenture trustee (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011).
|
(10.27)
|
|
Form of Indemnification Agreement between Trinity Industries, Inc. and certain directors and executive officers (incorporated by reference to Exhibit 10.28 to our Annual Report on Form 10-K for the annual period ended December 31, 2011).
|
(10.28)
|
|
Master Indenture dated December 19, 2012, between Trinity Rail Leasing 2012 LLC and Wilmington Trust Company, as Indenture Trustee (incorporated by reference to Exhibit 10.28.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2012).
|
(10.28.1)
|
|
Purchase and Contribution Agreement, dated December 19, 2012, among Trinity Rail Leasing Warehouse Trust, Trinity Industries Leasing Company, and Trinity Rail Leasing 2012 LLC (incorporated by reference to Exhibit 10.28.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2012).
|
(12)
|
|
Computation of Ratio of Earnings to Fixed Charges (filed herewith).
|
(21)
|
|
Listing of subsidiaries of Trinity Industries, Inc. (filed herewith).
|
(23)
|
|
Consent of Ernst & Young LLP (contained on page 101 of this document and filed herewith).
|
(31.1)
|
|
Rule 13a-15(e) and 15d-15(e) Certification of the Chief Executive Officer (filed herewith).
|
(31.2)
|
|
Rule 13a-15(e) and 15d-15(e) Certification of the Chief Financial Officer (filed herewith).
|
INDEX TO EXHIBITS
Trinity Industries, Inc.
Index to Exhibits
(Item 15(b))
|
||
NO.
|
|
DESCRIPTION
|
(32.1)
|
|
Certification pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
(32.2)
|
|
Certification pursuant to 18U.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)
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
|
|
GRANTING CLAUSES
|
|
|
1
|
|
||
|
|
|
|
|
|
|
ARTICLE I
|
||||||
|
|
|
|
|
|
|
DEFINITIONS
|
||||||
|
|
|
|
|
|
|
Section 1.01
|
|
Definitions
|
|
|
7
|
|
Section 1.02
|
|
Rules of Construction
|
|
|
8
|
|
Section 1.03
|
|
Compliance Certificates and Opinions
|
|
|
9
|
|
Section 1.04
|
|
Acts of Noteholders
|
|
|
9
|
|
|
|
|
|
|
|
|
ARTICLE II
|
||||||
|
|
|
|
|
|
|
THE EQUIPMENT NOTES
|
||||||
|
|
|
|
|
|
|
Section 2.01
|
|
Authorization, Issuance and Authentication of the Equipment
|
|
|
|
|
|
|
Notes; Amount of Outstanding Principal Balance; Terms; Form;
|
|
|
|
|
|
|
Execution and Delivery
|
|
|
11
|
|
Section 2.02
|
|
Restrictive Legends
|
|
|
13
|
|
Section 2.03
|
|
Note Registrar and Paying Agent
|
|
|
14
|
|
Section 2.04
|
|
Paying Agent to Hold Money in Trust
|
|
|
16
|
|
Section 2.05
|
|
Method of Payment
|
|
|
16
|
|
Section 2.06
|
|
Minimum Denomination
|
|
|
17
|
|
Section 2.07
|
|
Exchange Option
|
|
|
17
|
|
Section 2.08
|
|
Mutilated, Destroyed, Lost or Stolen Equipment Notes
|
|
|
19
|
|
Section 2.09
|
|
Payments of Transfer Taxes
|
|
|
19
|
|
Section 2.10
|
|
Book-Entry Registration
|
|
|
19
|
|
Section 2.11
|
|
Special Transfer Provisions
|
|
|
21
|
|
Section 2.12
|
|
Temporary Definitive Notes
|
|
|
24
|
|
Section 2.13
|
|
Statements to Noteholders
|
|
|
24
|
|
Section 2.14
|
|
CUSIP, CINS AND ISIN Numbers
|
|
|
26
|
|
Section 2.15
|
|
Debt Treatment of Equipment Notes
|
|
|
26
|
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
|
|
ARTICLE III
|
||||||
|
|
|
|
|
|
|
INDENTURE ACCOUNTS; PRIORITY OF PAYMENTS
|
||||||
|
|
|
|
|
|
|
Section 3.01
|
||||||
Section 3.02
|
|
Collections Account
|
|
|
29
|
|
Section 3.03
|
|
Withdrawal upon an Event of Default
|
|
|
30
|
|
Section 3.04
|
|
Liquidity Reserve Account
|
|
|
30
|
|
Section 3.05
|
|
Optional Reinvestment Account
|
|
|
31
|
|
Section 3.06
|
|
Expense Account
|
|
|
32
|
|
Section 3.07
|
|
Equipment Note Account
|
|
|
32
|
|
Section 3.08
|
||||||
Section 3.09
|
|
Mandatory Replacement Account
|
|
|
33
|
|
Section 3.10
|
||||||
Section 3.11
|
|
Payment Date Distributions from the Collections Account
|
|
|
36
|
|
Section 3.12
|
|
Voluntary Redemptions
|
|
|
38
|
|
Section 3.13
|
|
Procedure for Redemptions
|
|
|
39
|
|
Section 3.14
|
|
Adjustments in Targeted Principal Balances
|
|
|
40
|
|
|
|
|
|
|
|
|
ARTICLE IV
|
||||||
|
|
|
|
|
|
|
DEFAULT AND REMEDIES
|
||||||
|
|
|
|
|
|
|
Section 4.01
|
|
Events of Default
|
|
|
40
|
|
Section 4.02
|
|
Remedies Upon Event of Default
|
|
|
43
|
|
Section 4.03
|
|
Limitation on Suits
|
|
|
46
|
|
Section 4.04
|
|
Waiver of Existing Defaults
|
|
|
46
|
|
Section 4.05
|
|
Restoration of Rights and Remedies
|
|
|
47
|
|
Section 4.06
|
|
Remedies Cumulative
|
|
|
47
|
|
Section 4.07
|
|
Authority of Courts Not Required
|
|
|
47
|
|
Section 4.08
|
|
Rights of Noteholders to Receive Payment
|
|
|
47
|
|
Section 4.09
|
|
Indenture Trustee May File Proofs of Claim
|
|
|
48
|
|
Section 4.10
|
|
Undertaking for Costs
|
|
|
48
|
|
|
|
|
|
|
|
|
ARTICLE V
|
||||||
|
|
|
|
|
|
|
REPRESENTATIONS, WARRANTIES AND COVENANTS
|
||||||
|
|
|
|
|
|
|
Section 5.01
|
|
Representations and Warranties
|
|
|
48
|
|
Section 5.02
|
|
General Covenants
|
|
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
|
|
Section 5.03
|
|
Portfolio Covenants
|
|
|
60
|
|
Section 5.04
|
|
Operating Covenants
|
|
|
64
|
|
|
|
|
|
|
|
|
ARTICLE VI
|
||||||
|
|
|
|
|
|
|
THE INDENTURE TRUSTEE
|
||||||
|
|
|
|
|
|
|
Section 6.01
|
|
Acceptance of Trusts and Duties
|
|
|
72
|
|
Section 6.02
|
|
Absence of Duties
|
|
|
73
|
|
Section 6.03
|
|
Representations or Warranties
|
|
|
73
|
|
Section 6.04
|
|
Reliance; Agents; Advice of Counsel
|
|
|
73
|
|
Section 6.05
|
|
Not Acting in Individual Capacity
|
|
|
75
|
|
Section 6.06
|
|
No Compensation from Noteholders
|
|
|
75
|
|
Section 6.07
|
|
Notice of Defaults
|
|
|
75
|
|
Section 6.08
|
|
Indenture Trustee May Hold Securities
|
|
|
76
|
|
Section 6.09
|
|
Corporate Trustee Required; Eligibility
|
|
|
76
|
|
Section 6.10
|
|
Reports by the Issuer
|
|
|
76
|
|
Section 6.11
|
|
Certain Rights of the Requisite Majority
|
|
|
76
|
|
|
|
|
|
|
|
|
ARTICLE VII
|
||||||
|
|
|
|
|
|
|
SUCCESSOR TRUSTEES
|
||||||
|
|
|
|
|
|
|
Section 7.01
|
|
Resignation and Removal of Indenture Trustee
|
|
|
77
|
|
Section 7.02
|
|
Appointment of Successor
|
|
|
77
|
|
|
|
|
|
|
|
|
ARTICLE VIII
|
||||||
|
|
|
|
|
|
|
INDEMNITY
|
||||||
|
|
|
|
|
|
|
Section 8.01
|
|
Indemnity
|
|
|
78
|
|
Section 8.02
|
|
Noteholders’ Indemnity
|
|
|
79
|
|
Section 8.03
|
|
Survival
|
|
|
79
|
|
|
|
|
|
|
|
|
ARTICLE IX
|
||||||
|
|
|
|
|
|
|
SUPPLEMENTAL INDENTURES
|
||||||
|
|
|
|
|
|
|
Section 9.01
|
|
Supplemental Indentures Without the Consent of the Noteholders
|
|
|
79
|
|
Section 9.02
|
|
Supplemental Indentures with the Consent of Noteholders
|
|
|
80
|
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
ARTICLE X
|
||||||
|
|
|
|
|
|
|
MODIFICATION AND WAIVER
|
||||||
|
|
|
|
|
|
|
Section 10.01
|
|
Modification and Waiver with Consent of Holders
|
|
|
81
|
|
Section 10.02
|
|
Modification Without Consent of Holders
|
|
|
82
|
|
Section 10.03
|
|
Subordination and Priority of Payments
|
|
|
82
|
|
Section 10.04
|
|
Execution of Amendments by Indenture Trustee
|
|
|
82
|
|
|
|
|
|
|
|
|
ARTICLE XI
|
||||||
|
|
|
|
|
|
|
SUBORDINATION
|
||||||
|
|
|
|
|
|
|
Section 11.01
|
|
Subordination
|
|
|
83
|
|
|
|
|
|
|
|
|
ARTICLE XII
|
||||||
|
|
|
|
|
|
|
DISCHARGE OF INDENTURE; DEFEASANCE
|
||||||
|
|
|
|
|
|
|
Section 12.01
|
|
Discharge of Liability on the Equipment Notes; Defeasance
|
|
|
84
|
|
Section 12.02
|
|
Conditions to Defeasance
|
|
|
85
|
|
Section 12.03
|
|
Application of Trust Money
|
|
|
86
|
|
Section 12.04
|
|
Repayment to the Issuer
|
|
|
86
|
|
Section 12.05
|
|
Indemnity for Government Obligations and Corporate Obligations
|
|
|
86
|
|
Section 12.06
|
|
Reinstatement
|
|
|
86
|
|
|
|
|
|
|
|
|
ARTICLE XIII
|
||||||
|
|
|
|
|
|
|
MISCELLANEOUS
|
||||||
|
|
|
|
|
|
|
Section 13.01
|
|
Right of Indenture Trustee to Perform
|
|
|
87
|
|
Section 13.02
|
|
Waiver
|
|
|
87
|
|
Section 13.03
|
|
Severability
|
|
|
87
|
|
Section 13.04
|
|
Notices
|
|
|
88
|
|
Section 13.05
|
|
Assignments
|
|
|
89
|
|
Section 13.06
|
|
Currency Conversion
|
|
|
89
|
|
Section 13.07
|
|
Application to Court
|
|
|
90
|
|
Section 13.08
|
|
Governing Law
|
|
|
90
|
|
Section 13.09
|
|
Jurisdiction
|
|
|
91
|
|
Section 13.10
|
|
Counterparts
|
|
|
91
|
|
Section 13.11
|
|
Table of Contents, Headings, Etc.
|
|
|
91
|
|
|
|
|
Schedule
|
|
Description
|
Schedule 1
|
|
Account Information
|
Schedule 2
|
|
Description of Initial Railcars
|
Schedule 3
|
|
Description of Initial Leases
|
Schedule 4
|
|
Amortization Schedule
|
|
|
|
Exhibit
|
|
Description
|
Exhibit A
|
|
Form of Equipment Note
|
|
|
|
Exhibit B-1
|
|
Form of Certificate to be Given by Noteholders
|
Exhibit B-2
|
|
Form of Certificate to be Given by Euroclear or Clearstream
|
Exhibit B-3
|
|
Form of Certificate to Depository Regarding Interest
|
Exhibit B-4
|
|
Form of Depositary Certificate Regarding Interest
|
Exhibit B-5
|
|
Form of Transfer Certificate for Exchange or Transfer from 144A Book-Entry Note to Regulation S Book-Entry Note
|
Exhibit B-6
|
|
Form of Purchaser Exchange Instructions
|
Exhibit B-7
|
|
Form of Certificate to be Given by Transferee of Beneficial Interest in a Regulation S Temporary Book-Entry Note
|
Exhibit B-8
|
|
Form of Transfer Certificate for Exchange or Transfer from Unrestricted Book-Entry Note to 144A Book-Entry Note
|
Exhibit C
|
|
Form of Investment Letter to be Delivered in Connection with Transfers to Non-QIB Accredited Investors
|
Exhibit D-1
|
|
Form of Monthly Report
|
Exhibit D-2
|
|
Form of Annual Report
|
Exhibit E
|
|
Form of Full Service Lease
|
Exhibit F
|
|
Form of Net Lease
|
|
(1)
|
|
to the payment of the portion of the Required Expense Amount described in clause (i) of the definition thereof to the applicable payees, and to the Expense Account an amount equal to the Required Expense Deposit;
|
|
|
|
|
|
(2)
|
|
to the payment to the Service Providers of the Service Provider Fees;
|
|
|
|
|
|
(3)
|
|
to the repayment of any outstanding Manager Advances (together with interest thereon as provided in the Management Agreement);
|
|
|
|
|
|
(4)
|
|
to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, the Stated Interest Amount;
|
|
|
|
|
|
(5)
|
|
to the Liquidity Reserve Account in an amount equal to the positive difference (if any) between (i) the Liquidity Reserve Target Amount and (ii) the balance in the Liquidity Reserve Account;
|
|
|
|
|
|
(6)
|
|
to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, the Scheduled Principal Payment Amount;
|
|
(7)
|
|
to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, the Additional Interest Amount;
|
|
|
|
|
|
(8)
|
|
to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, the amount of any redemption or early prepayment premium owing to the Holders;
|
|
|
|
|
|
(9)
|
|
if an Early Amortization Event shall have occurred and be continuing, to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, an amount equal to the then Outstanding Principal Balance of the Equipment Notes;
|
|
|
|
|
|
(10)
|
|
to the payment of any indemnities of the Issuer payable to the Purchaser;
|
|
|
|
|
|
(11)
|
|
to pay or reimburse the Issuer (or the Manager on its behalf) for costs of Optional Modifications to the extent not paid from any other available source of revenues of the Issuer; and
|
|
|
|
|
|
(12)
|
|
to the Issuer, all remaining amounts, which may be distributed to the Member.
|
|
(1)
|
|
to the payment of the portion of the Required Expense Amount described in clause (i) of the definition thereof to the applicable payees, and to the Expense Account an amount equal to the Required Expense Deposit;
|
|
|
|
|
|
(2)
|
|
to the payment to the Service Providers of the Service Provider Fees;
|
|
|
|
|
|
(3)
|
|
to the repayment of any outstanding Manager Advances (together with interest thereon as provided in the Management Agreement);
|
|
|
|
|
|
(4)
|
|
to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, the Stated Interest Amount;
|
|
|
|
|
|
(5)
|
|
to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, an amount equal to the then Outstanding Principal Balance of the Equipment Notes;
|
|
(6)
|
|
to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, the Additional Interest Amount;
|
|
|
|
|
|
(7)
|
|
to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, the amount of any redemption or early prepayment premium owing to the Holders;
|
|
|
|
|
|
(8)
|
|
to the payment of indemnities of the Issuer payable to the Purchaser;
|
|
|
|
|
|
(9)
|
|
to pay or reimburse the Issuer (or the Manager on its behalf) for costs of Optional Modifications to the extent not paid from any other available source of revenues of the Issuer; and
|
|
|
|
|
|
(10)
|
|
to the Issuer, all remaining amounts, which may be distributed to the Member.
|
|
|
Section 8.03
Survival.
The provisions of Sections 8.01 and 8.02 hereof shall survive the termination of this Indenture or the earlier resignation or removal of the Indenture Trustee.
|
|
|
|
|
|
||||
|
|
TRINITY RAIL LEASING VII LLC,
|
||||||
|
|
|
|
|
||||
|
|
|
|
|
||||
|
|
By:
|
|
TRINITY INDUSTRIES LEASING
|
||||
|
|
|
|
COMPANY, as sole member and manager
|
||||
|
|
|
|
|
||||
|
|
|
||||||
|
By:
|
/s/ James E. Perry
|
|
|||||
|
|
Name:
|
James E. Perry
|
|
||||
|
|
Title:
|
Vice President, Treasurer and Assistant Secretary
|
|
||||
|
||||||||
|
WILMINGTON TRUST COMPANY, not in its individual
capacity but solely as Indenture Trustee (and as
securities intermediary as described herein)
|
|
||||||
|
By:
|
/s/ Jose L. Paredes
|
|
|||||
|
|
Name:
|
|
|
||||
|
|
Title:
|
|
|
||||
|
|
|
|
|
|
|
|
Page
|
|
|
ARTICLE I DEFINITIONS
|
|
|
1
|
|
SECTION 1.1 General
|
|
|
1
|
|
SECTION 1.2 Specific Terms
|
|
|
2
|
|
|
|
|
|
|
ARTICLE II CONVEYANCE OF THE RAILCARS AND LEASES
|
|
|
4
|
|
SECTION 2.1 Conveyance of the Railcars and Leases
|
|
|
4
|
|
|
|
|
|
|
ARTICLE III CONDITIONS OF CONVEYANCE
|
|
|
6
|
|
SECTION 3.1 Conditions Precedent to Conveyance
|
|
|
6
|
|
SECTION 3.2 Conditions Precedent to All Conveyances
|
|
|
7
|
|
|
|
|
|
|
ARTICLE IV REPRESENTATIONS AND WARRANTIES
|
|
|
8
|
|
SECTION 4.1 Representations and Warranties of TRLWT Seller-General
|
|
|
8
|
|
SECTION 4.2 Representations and Warranties of TILC Seller-General
|
|
|
9
|
|
SECTION 4.3 Representations and Warranties of Seller-Assets
|
|
|
11
|
|
SECTION 4.4 Representations and Warranties of the Purchaser
|
|
|
13
|
|
SECTION 4.5 Indemnification
|
|
|
15
|
|
SECTION 4.6 Special Indemnification by TILC regarding Exercise of Setoff by Customers
|
|
|
16
|
|
|
|
|
|
|
ARTICLE V COVENANTS OF SELLER
|
|
|
17
|
|
SECTION 5.1 Protection of Title of the Purchaser
|
|
|
17
|
|
SECTION 5.2 Other Liens or Interests
|
|
|
18
|
|
|
|
|
|
|
ARTICLE VI MISCELLANEOUS
|
|
|
18
|
|
SECTION 6.1 Amendment
|
|
|
18
|
|
SECTION 6.2 Notices
|
|
|
18
|
|
SECTION 6.3 Merger and Integration
|
|
|
19
|
|
SECTION 6.4 Severability of Provisions
|
|
|
19
|
|
SECTION 6.5 Governing Law
|
|
|
19
|
|
SECTION 6.6 Counterparts
|
|
|
19
|
|
SECTION 6.7 Binding Effect; Assignability
|
|
|
19
|
|
SECTION 6.8 Third Party Beneficiaries
|
|
|
20
|
|
SECTION 6.9 Term
|
|
|
20
|
|
|
|
|
|
|
|
|
Page
|
|
|
EXHIBIT A FORM OF BILL OF SALE
|
|
Exh. A
|
||
|
|
|
|
|
EXHIBIT B FORM OF ASSIGNMENT AND ASSUMPTION
|
|
Exh. B
|
||
|
|
|
|
|
EXHIBIT C DELIVERY SCHEDULE ON THE CLOSING DATE
|
|
Exh. C
|
|
|
|
|
|
|
TRINITY RAIL LEASING WAREHOUSE TRUST
|
|
||
|
|
|
||
|
By:
|
/s/ James E. Perry
|
|
|
|
|
Name:
|
James E. Perry
|
|
|
|
Title:
|
Vice President, Treasurer and
Assistant Secretary
|
|
|
||||
|
TRINITY INDUSTRIES LEASING COMPANY
|
|
||
|
|
|
||
|
By:
|
/s/ James E. Perry
|
|
|
|
|
Name:
|
James E. Perry
|
|
|
|
Title:
|
Vice President, Treasurer and
Assistant Secretary
|
|
|
|
|
|
|
|
||||
|
|
TRINITY RAIL LEASING VII LLC,
|
|
|
||||
|
|
|
|
|
||||
|
|
By: TRINITY INDUSTRIES LEASING COMPANY, as sole member and manager
|
|
|
||||
|
|
|
|
|
||||
|
|
|
||||||
|
By:
|
/s/ James E. Perry
|
|
|||||
|
|
Name:
|
James E. Perry
|
|
||||
|
|
Title:
|
Vice President, Treasurer and
Assistant Secretary
|
|
||||
|
1.
|
Each participant is required to carry auto liability insurance with limits not less than $250,000 for bodily injury to any one person, $500,000 for bodily injury each accident and $100,000 property damage each accident or $500,000 combined single limit for bodily injury and property damage. A current certificate of insurance or a copy of the declaration page showing insurance limits must be provided to Risk Management. If this requires an adjustment in the executive’s existing coverage then the executive must obtain it at the next renewal.
|
2.
|
In order to receive the $500 monthly allowance a participant must have a four door vehicle suitable for business use. This does not mean the participant must drive a four door vehicle every day. If a participant does not have a four door vehicle available the participant will forfeit $6,000 of the Perquisite Allowance.
|
3.
|
The vehicle must be maintained in good operating condition and kept clean inside and out.
|
4.
|
Mileage reimbursement will not be allowed for the first 10,000 business miles driven in a year. If the participant expects to drive over 10,000 business miles in a year, the participant will need to maintain a log of business miles showing point of origin, destination and business purpose. For business miles driven above 10,000 miles, the participant may claim reimbursement at the standard mileage rate.
|
•
|
Board member annual retainer - $70,000
|
•
|
Annual equity compensation - $130,000, using a 30-day average share price as the basis for awards
|
•
|
Presiding Director - annual retainer of $15,000
|
•
|
Committee Chairs - annual retainer of $15,000
|
•
|
Board meeting fee - $2,000 for each meeting attended
|
•
|
Committee members - $2,000 for each meeting attended
|
•
|
Ad hoc or special assignment work performed for or at the request of the Chairman, Chief Executive Officer, and President - $2,000 per day
|
|
For the year ended December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
($ in millions)
|
||||||||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings from continuing operations before provision for income taxes
|
$
|
1,064.1
|
|
|
$
|
590.5
|
|
|
$
|
385.9
|
|
|
$
|
239.0
|
|
|
$
|
106.7
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges
|
221.4
|
|
|
212.3
|
|
|
216.6
|
|
|
205.7
|
|
|
202.5
|
|
|||||
Amortization of capitalized interest
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
|
0.2
|
|
|
0.2
|
|
|||||
Total earnings from continuing operations before provision for income taxes
|
$
|
1,285.6
|
|
|
$
|
803.0
|
|
|
$
|
602.7
|
|
|
$
|
444.9
|
|
|
$
|
309.4
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
193.4
|
|
|
$
|
187.3
|
|
|
$
|
194.7
|
|
|
$
|
185.3
|
|
|
$
|
182.1
|
|
Portion of rental expense representative of interest
|
28.0
|
|
|
25.0
|
|
|
21.9
|
|
|
20.4
|
|
|
20.4
|
|
|||||
|
221.4
|
|
|
212.3
|
|
|
216.6
|
|
|
205.7
|
|
|
202.5
|
|
|||||
Capitalized interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Fixed Charges
|
$
|
221.4
|
|
|
$
|
212.3
|
|
|
$
|
216.6
|
|
|
$
|
205.7
|
|
|
$
|
202.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of Earnings to Fixed Charges
|
5.81
|
|
|
3.78
|
|
|
2.78
|
|
|
2.16
|
|
|
1.53
|
|
Trinity Industries, Inc.
Active Subsidiaries as of December 31, 2014
|
||||||
Name of Subsidiary
|
|
Domicile
|
|
Ownership
Percentage |
|
|
CJB Prime Property, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
CJB Canada Mfg. Corp.
|
|
Canada
|
|
100.0
|
%
|
|
Heritage Aviation Services LLC
|
|
Nevada
|
|
100.0
|
%
|
|
International Industrial Indemnity Company
|
|
Vermont
|
|
100.0
|
%
|
|
Reunion General Agency, Inc.
|
|
Texas
|
|
100.0
|
%
|
|
Trinity Argentina S.R.L.
|
|
Argentina
|
|
100.0
|
%
|
|
Trinity Construction Materials, Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Materials, Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
POB Exploration, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity LW, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
LWFP, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
TRNLWB, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
TRNLWS, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Containers, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Corporate Services, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Vigilant Systems, Inc.
|
|
Texas
|
|
100.0
|
%
|
|
Trinity Cryogenics, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Alloy Custom Products, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Wesmor Cryogenics, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Heads, Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Highway Products, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
QEAS, Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
Quixote Transportation Safety, Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
E-Tech Testing Services, Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
Energy Absorption Systems, Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
EAS Road Products, Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
EAS Road Products (Singapore Branch), Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
Energy Absorption Systems (AL) LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Energy Absorption Systems (Europe), Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
Quixote International Enterprises, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity B, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Highway Rentals, Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Industries International, Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Industries International Holdings AG
|
|
Switzerland
|
|
100.0
|
%
|
|
Administradora Especializada, S. de R.L. de C.V
|
|
Mexico
|
|
50.0
|
%
|
|
Servicios Corporativos Tatsa, S. de R.L. de C.V
|
|
Mexico
|
|
25.0
|
%
|
|
Servicios Corporativos Tatsa, S. de R.L. de C.V
|
|
Mexico
|
|
50.0
|
%
|
|
Asistencia Profesional Corporativa, S.de R.L. de C.V.
|
|
Mexico
|
|
50.0
|
%
|
|
Trinity Industries de México, S. de R.L. de C.V.
|
|
Mexico
|
|
66.7
|
%
|
|
Administradora Especializada, S. de R.L. de C.V
|
|
Mexico
|
|
50.0
|
%
|
|
Asistencia Profesional Corporativa
|
|
Mexico
|
|
50.0
|
%
|
|
OFE, S. de R.L. de C.V.
|
|
Mexico
|
|
66.7
|
%
|
|
Servicios Corporativos Tatsa, S. de R.L. de C.V
|
|
Mexico
|
|
25.0
|
%
|
|
OFE, S. de R.L. de C.V.
|
|
Mexico
|
|
33.3
|
%
|
|
Trinity Industries de México
|
|
Mexico
|
|
33.3
|
%
|
|
Trinity Servicos, S. de R.L. de C.V.
|
|
Mexico
|
|
50.0
|
%
|
|
Trinity Servicos, S. de R.L. de C.V.
|
|
Mexico
|
|
50.0
|
%
|
|
Trinity Industries do Brasil, Ltda.
|
|
Brazil
|
|
100.0
|
%
|
|
Trinity Canada Holding 1 ULC
|
|
Canada
|
|
100.0
|
%
|
|
Trinity Industries Canada LLP
|
|
Delaware
|
|
1.0
|
%
|
|
Trinity Industries Canada ULC
|
|
Canada
|
|
100.0
|
%
|
|
Trinity Industries, Inc.
Active Subsidiaries as of December 31, 2014
|
||||||
Name of Subsidiary
|
|
Domicile
|
|
Ownership
Percentage |
|
|
Trinity Industries Canada Distribution Inc.
|
|
Canada
|
|
100.0
|
%
|
|
Platinum Energy Services ULC
|
|
Canada
|
|
100.0
|
%
|
|
Trinity Canada Holding 2 ULC
|
|
Canada
|
|
100.0
|
%
|
|
Trinity Industries Canada LLP
|
|
Delaware
|
|
99.0
|
%
|
|
Trinity Industries Canada ULC
|
|
Canada
|
|
100.0
|
%
|
|
Platinum Energy Services ULC
|
|
Canada
|
|
100.0
|
%
|
|
Trinity Industries Leasing Company
|
|
Delaware
|
|
100.0
|
%
|
|
RIV 2013 Rail Holdings LLC
|
|
Delaware
|
|
30.6
|
%
|
*
|
Trinity Rail Leasing 2012 LLC
|
|
Delaware
|
|
100.0
|
%
|
|
TILX GP III, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Rail Leasing III LP
|
|
Texas
|
|
1.0
|
%
|
|
TILX LP III, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Rail Leasing III LP
|
|
Texas
|
|
99.0
|
%
|
|
TILX GP IV, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Rail Leasing IV LP
|
|
Texas
|
|
1.0
|
%
|
|
TILX LP IV, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Rail Leasing IV LP
|
|
Texas
|
|
99.0
|
%
|
|
TILX GP V, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Rail Leasing V LP
|
|
Texas
|
|
1.0
|
%
|
|
TILX LP V, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Rail Leasing V LP
|
|
Texas
|
|
99.0
|
%
|
|
Trinity Marks Company
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Rail, Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Rail Management, Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
Rail Pipeline Group, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
TILX GP I, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Rail Leasing I LP
|
|
Texas
|
|
1.0
|
%
|
|
TILX LP I, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Rail Leasing I LP
|
|
Texas
|
|
99.0
|
%
|
|
TrinityRail Canada Inc.
|
|
Canada
|
|
100.0
|
%
|
|
Trinity Rail Leasing 2010 LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Rail Leasing VI LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Rail Leasing VII LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Rail Leasing Warehouse Trust
|
|
Delaware
|
|
100.0
|
%
|
|
TRIP Rail Holdings LLC
|
|
Delaware
|
|
42.6
|
%
|
*
|
TRIP Rail Leasing LLC
|
|
Delaware
|
|
100.0
|
%
|
|
TRIP Rail Master Funding LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Industries Metals Laboratory, Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Industries Railcar Corporation
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Logistics Group, Inc.
|
|
Texas
|
|
100.0
|
%
|
|
Trinity Central Maintenance, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Marine Products, Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Composites, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Marine Leasing, Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Meyer Utility Structures, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Mining and Construction Equipment, Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Shoring Products, Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Rail Group, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Thrall International Holdings, LLC
|
|
Illinois
|
|
100.0
|
%
|
|
Trinity Rail de Mexico, S. de R.L. de C.V.
|
|
Mexico
|
|
33.3
|
%
|
|
Trinity Rail Sabinas, S. de R.L. de C.V.
|
|
Mexico
|
|
33.3
|
%
|
|
Trinity North American Freight Car, Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Parts & Components, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
McConway & Torley, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Industries, Inc.
Active Subsidiaries as of December 31, 2014
|
||||||
Name of Subsidiary
|
|
Domicile
|
|
Ownership
Percentage |
|
|
Standard Forged Products, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
TrinityRail Maintenance Services, Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
MCM Railyard, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Rail de Mexico, S. de R.L. de C.V.
|
|
Mexico
|
|
66.7
|
%
|
|
Trinity Rail Sabinas, S. de R.L. de C.V.
|
|
Mexico
|
|
66.7
|
%
|
|
Trinity Rail GmbH
|
|
Switzerland
|
|
100.0
|
%
|
|
Trinity Tank Car, Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
TrinityRail Products, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
TrinityRail Asset Management Company, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Structural Towers, Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Traffic and Lighting Structures, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
TRN Services, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
U.S. Galvanizing, LLC
|
|
Delaware
|
|
100.0
|
%
|
|
Waldorf Properties, Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
Gambles, Inc.
|
|
Alabama
|
|
100.0
|
%
|
|
McConway & Torley - Anniston, Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
Mosher Steel Company
|
|
Texas
|
|
100.0
|
%
|
|
Platzer Shipyard, Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
Standard Forgings Corporation
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Equipment Co., Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Financial Services, Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
Trinity Q, Inc.
|
|
Delaware
|
|
100.0
|
%
|
|
1.
|
I have reviewed this annual report on Form 10-K 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.
|
1.
|
I have reviewed this annual report on Form 10-K 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.
|
(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.
|
(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.
|
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)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
100
|
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Belton
(4101043)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
200
|
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Malloy Bridge
(4102946)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
200
|
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Cottonwood
(4104553)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
200
|
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Wills Point
(4104113)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Indian Village
(1600348)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
100
|
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Lockesburg
(0301681)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
200
|
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Kopperl
(4104450)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
200
|
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Wills Point II
(4104071)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
200
|
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Asa
(4104399)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Paradise
(4103253)
|
1
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
699
|
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Anacoco
(1600543)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
200
|
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Streetman
(4101628)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
763
|
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Boulder
(0504415)
|
2
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
3,824
|
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Frazier Park
(0400555)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
100
|
|
2
|
|
—
|
|
|
No
|
|
No
|
|
—
|
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1
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Significant and Substantial (S&S) citations are reported on this form. Non-S&S citations are not reported on this form but any assessments resulting from non-S&S citations are reported.
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2
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Two non-S&S citations issued. Proposed penalty amount still pending for one non-S&S citation.
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