(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
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OR
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¨
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Delaware
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75-0225040
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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2525 N. Stemmons Freeway, Dallas, Texas
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75207-2401
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange
on which registered
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Common Stock ($0.01 par value)
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New York Stock Exchange, Inc.
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Caption
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Page
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•
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market conditions and customer demand for our business products and services;
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•
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the cyclical nature of the industries in which we compete;
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•
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variations in weather in areas where our highway products are sold, used, or installed;
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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;
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•
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the timing of introduction of new products;
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•
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the timing and delivery of customer orders, sales of leased railcars, or a breach of customer contracts;
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the credit worthiness of customers and their access to capital;
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•
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product price changes;
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•
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changes in mix of products sold;
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•
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the costs incurred to align manufacturing capacity with demand and the extent of its utilization;
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•
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the operating leverage and efficiencies that can be achieved by our manufacturing businesses;
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availability and costs of steel, component parts, supplies, and other raw materials;
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•
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competition and other competitive factors;
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changing technologies;
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surcharges and other fees added to fixed pricing agreements for steel, component parts, supplies, and other raw materials;
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•
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interest rates and capital costs;
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counter-party risks for financial instruments;
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long-term funding of our operations;
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taxes;
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the stability of the governments and political and business conditions in certain foreign countries, particularly Mexico;
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•
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changes in import and export quotas and regulations;
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•
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business conditions in emerging economies;
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costs and results of litigation, including trial and appellate costs;
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•
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changes in accounting standards or inaccurate estimates or assumptions in the application of accounting policies;
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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;
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actions by the executive and legislative branches of the U.S. government relative to federal government budgeting, taxation policies, government expenditures, U.S. borrowing/debt ceiling limits, and trade policies;
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the use of social or digital media to disseminate false, misleading and/or unreliable or inaccurate information;
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•
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the inability to sufficiently protect our intellectual property rights;
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•
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if the Company does not realize some or all of the benefits expected to result from the spin-off of Arcosa, Inc. ("Arcosa"), a new public company focused on infrastructure-related products and services, or if such benefits are delayed; and
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•
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if the distribution of shares of Arcosa, together with certain related transactions, does not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, the Company's stockholders at the time of the distribution and the Company could be subject to significant tax liability.
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December 31,
2018 |
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December 31,
2017 |
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(in millions)
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||||||
Rail Products Group
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Products:
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External Customers
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$
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2,059.5
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$
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1,334.7
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Leasing Group
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1,588.1
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829.5
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$
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3,647.6
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$
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2,164.2
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Maintenance Services
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$
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100.6
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$
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74.4
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Railcar Leasing and Management Services Group
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$
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112.6
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$
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123.5
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Business Group
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December 31,
2018 |
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Rail Products Group
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9,810
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Railcar Leasing and Management Services Group
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230
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All Other
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1,120
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Corporate
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355
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11,515
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Name
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Age
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Office
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Officer
Since
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Timothy R. Wallace
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65
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Chairman, Chief Executive Officer, and President
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1985
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James E. Perry
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47
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Senior Vice President and Chief Financial Officer
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2005
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Melendy E. Lovett
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60
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Senior Vice President and Chief Administrative Officer
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2014
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Brian D. Madison
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58
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President, Trinity Industries Leasing Company
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2016
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Eric R. Marchetto
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49
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Chief Commercial Officer, TrinityRail
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2001
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Paul E. Mauer
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60
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President, TrinityRail Products
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1999
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Steven L. McDowell
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57
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Vice President and Chief Accounting Officer
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2013
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Sarah R. Teachout
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46
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Senior Vice President and Chief Legal Officer
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2016
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•
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actual or anticipated variations in quarterly and annual results of operations;
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•
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changes in recommendations by securities analysts;
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•
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changes in composition and perception of the investors who own our stock and other securities;
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•
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changes in ratings from national rating agencies on publicly or privately owned debt securities;
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•
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operating and stock price performance of other companies that investors deem comparable to us;
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•
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news reports relating to trends, concerns and other issues in the industries in which we operate;
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•
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actual or expected economic conditions that are perceived to affect our Company;
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•
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perceptions in the marketplace regarding us and/or our competitors;
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•
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fluctuations in prices of commodities that our customers produce and transport;
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•
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significant acquisitions or business combinations, strategic partnerships, joint ventures, or capital commitments by or involving us or our competitors;
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•
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changes in government regulations and policies and interpretations of those regulations and policies;
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•
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shareholder activism; and
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•
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dissemination of false or misleading statements through the use of social and other media to discredit our Company, disparage our products, or to harm our reputation.
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•
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allow us to more effectively pursue our own distinct operating priorities and strategies, and enable our management to pursue opportunities for long-term growth and profitability, and to recruit, retain and motivate employees pursuant to compensation policies which are appropriate for our lines of business;
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•
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permit us to concentrate our financial resources solely on our own operations, providing greater flexibility to invest capital in our business in a time and manner appropriate for our distinct strategy and business needs; and
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•
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enable investors to evaluate the merits, performance and future prospects of our businesses and to invest in us separately based on these distinct characteristics.
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Approximate Square Feet
(1)
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Approximate Square Feet Located In
(1)
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Owned
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Leased
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U.S.
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Mexico
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Rail Products Group
(2)
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5,117,500
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133,000
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3,159,000
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2,091,500
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All Other
(2)
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1,028,500
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81,600
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1,110,100
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—
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Corporate Offices
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211,000
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13,600
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217,000
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7,600
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6,357,000
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228,200
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4,486,100
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2,099,100
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2013
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|
|
2014
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|
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2015
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|
|
2016
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|
|
2017
|
|
|
2018
|
|
Trinity Industries, Inc.
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100
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|
|
104
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|
|
90
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|
|
107
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|
|
146
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|
|
110
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|
Dow Jones US Commercial Vehicles & Trucks Index
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100
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|
|
104
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|
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79
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|
|
113
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|
|
166
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|
|
139
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|
New York Stock Exchange Composite Index
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100
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|
|
107
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|
|
103
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|
|
115
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|
|
137
|
|
|
125
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S&P MidCap 400
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100
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|
|
110
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|
|
107
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|
|
130
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|
|
151
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|
|
134
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Period
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Number of Shares Purchased
(1)
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Average Price Paid per Share
(1) (3)
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Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
(2)
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Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
(2)
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||||||
October 1, 2018 through October 31, 2018
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1,933
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$
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36.50
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—
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$
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350,005,846
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November 1, 2018 through November 30, 2018
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12,879,605
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$
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21.74
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12,879,485
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$
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70,005,842
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December 1, 2018 through December 31, 2018
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35,422
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$
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20.45
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—
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$
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70,005,842
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Total
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12,916,960
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$
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21.74
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12,879,485
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$
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70,005,842
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Year Ended December 31,
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2018
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2017
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2016
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2015
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|
2014
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(in millions, except percent and per share data)
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Statement of Operations Data:
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Revenues
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$
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2,509.1
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$
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2,397.4
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$
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3,089.8
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$
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4,602.3
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$
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4,519.1
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Operating profit
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315.1
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|
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368.3
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478.9
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1,068.6
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953.7
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Income from continuing operations before income taxes
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151.6
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195.4
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|
310.0
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880.5
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|
|
765.8
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|
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Provision (benefit) for income taxes
(1)
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42.6
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(414.8
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)
|
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106.8
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|
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295.5
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|
|
253.3
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|
|||||
Income from continuing operations
|
109.0
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|
|
610.2
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|
|
203.2
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|
|
585.0
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|
|
512.5
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Income from discontinued operations, net of provision for income taxes of $30.7, $73.1, $95.2, $130.7, and $101.5
(2)
|
54.1
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|
|
103.4
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|
|
161.5
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|
|
241.0
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|
|
196.8
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|||||
Net income
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$
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163.1
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|
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$
|
713.6
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$
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364.7
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|
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$
|
826.0
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|
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$
|
709.3
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Net income attributable to Trinity Industries, Inc.
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$
|
159.3
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$
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702.5
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$
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343.6
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$
|
796.5
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$
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678.2
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Net income attributable to Trinity Industries, Inc. per common share:
|
|
|
|
|
|
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Basic:
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|
|
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||||||||||
Continuing operations
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$
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0.72
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|
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$
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3.94
|
|
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$
|
1.19
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|
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$
|
3.58
|
|
|
$
|
3.08
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Discontinued operations
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$
|
0.37
|
|
|
$
|
0.68
|
|
|
$
|
1.06
|
|
|
$
|
1.56
|
|
|
$
|
1.27
|
|
|
$
|
1.09
|
|
|
$
|
4.62
|
|
|
$
|
2.25
|
|
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$
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5.14
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|
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$
|
4.35
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Diluted:
|
|
|
|
|
|
|
|
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||||||||||
Continuing operations
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$
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0.70
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|
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$
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3.85
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|
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$
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1.19
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|
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$
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3.54
|
|
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$
|
2.97
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Discontinued operations
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$
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0.37
|
|
|
$
|
0.67
|
|
|
$
|
1.06
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|
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$
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1.54
|
|
|
$
|
1.22
|
|
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$
|
1.07
|
|
|
$
|
4.52
|
|
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$
|
2.25
|
|
|
$
|
5.08
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|
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$
|
4.19
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|
Weighted average number of shares outstanding:
|
|
|
|
|
|
|
|
|
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||||||||||
Basic
|
144.0
|
|
|
148.6
|
|
|
148.4
|
|
|
150.2
|
|
|
151.0
|
|
|||||
Diluted
|
146.4
|
|
|
152.0
|
|
|
148.6
|
|
|
152.2
|
|
|
156.7
|
|
|||||
Dividends declared per common share
|
$
|
0.52
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|
|
$
|
0.50
|
|
|
$
|
0.44
|
|
|
$
|
0.43
|
|
|
$
|
0.375
|
|
|
|
|
|
|
|
|
|
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Balance Sheet Data:
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|
|
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||||||||||
Total assets
(3)
|
$
|
7,989.2
|
|
|
$
|
9,543.2
|
|
|
$
|
9,125.3
|
|
|
$
|
8,885.9
|
|
|
$
|
8,695.3
|
|
Debt - recourse
|
$
|
397.4
|
|
|
$
|
866.3
|
|
|
$
|
850.6
|
|
|
$
|
836.2
|
|
|
$
|
822.8
|
|
Debt - non-recourse
|
$
|
3,631.8
|
|
|
$
|
2,375.6
|
|
|
$
|
2,206.0
|
|
|
$
|
2,358.7
|
|
|
$
|
2,691.0
|
|
Stockholders' equity
(4)
|
$
|
2,562.0
|
|
|
$
|
4,858.0
|
|
|
$
|
4,311.1
|
|
|
$
|
4,048.7
|
|
|
$
|
3,397.4
|
|
Ratio of total debt to total capital
(4)
|
61.1
|
%
|
|
40.0
|
%
|
|
41.5
|
%
|
|
44.1
|
%
|
|
50.8
|
%
|
|||||
Book value per share
|
$
|
19.23
|
|
|
$
|
32.21
|
|
|
$
|
28.34
|
|
|
$
|
26.50
|
|
|
$
|
21.83
|
|
(1)
|
As a result of the Tax Cuts and Jobs Act (the "Tax Act"), which was enacted on December 22, 2017, income tax expense for the year ended December 31, 2017 includes a provisional net benefit of
$476.2 million
or
$3.06
per common diluted share associated with the remeasurement of the Company's deferred tax assets and deferred tax liabilities and the impact of certain other provisions of the Tax Act. Income tax expense for the year ended December 31, 2018 reflects the lower U.S. federal corporate income tax rate of
21%
in comparison to a U.S. federal corporate income tax rate of
35%
for the years ended December 31, 2014 to December 31, 2017. See
Note 13
of the Consolidated Financial Statements for further information.
|
(2)
|
Income from discontinued operations for the years ended December 31, 2018 and 2017 includes transaction costs and certain other expenses directly attributable to the Arcosa spin-off of
$31.2 million
and
$14.2 million
, respectively.
|
(3)
|
The decrease in total assets from December 31, 2017 to December 31, 2018 is primarily attributable to the spin-off of Arcosa on November 1, 2018.
|
(4)
|
In connection with the spin-off of Arcosa, which was completed on November 1, 2018, we recorded a reduction to stockholders' equity of approximately
$1,732.2 million
, representing the distribution of the net assets of Arcosa to Trinity's shareholders.
|
•
|
Our revenues for the year ended
December 31, 2018
were
$2,509.1 million
representing an increase of
4.7%
, compared to the year ended
December 31, 2017
. Although we experienced improvements in railcar orders and deliveries in 2018, marketplace conditions put downward pressure on pricing for certain railcar types.
|
•
|
Total railcar backlog at
December 31, 2018
was $3,647.6 million, compared to $2,164.2 million at
December 31, 2017
. The Rail Products Group received railcar orders of
28,795
and delivered
20,105
railcars in
2018
, in comparison to railcar orders of
12,900
and railcar deliveries of
18,395
in 2017.
|
•
|
The Railcar Leasing and Management Services Group (the "Leasing Group") reported additions to the wholly-owned and partially-owned lease fleet of 10,625 railcars in 2018, for a total of 99,215 railcars as of December 31, 2018, an increase of 12%.
|
•
|
The Leasing Group's lease fleet of 99,215 company-owned rail cars was
98.5%
utilized as of
December 31, 2018
, in comparison to a lease fleet utilization of 96.8% on 88,590 company-owned railcars as of December 31, 2017. Our company-owned railcars includes wholly-owned, partially-owned, and railcars under sale-leaseback arrangements.
|
•
|
For 2018, after taking into account deferred profit on new railcar additions, modifications to the lease fleet, and the proceeds from the sales of leased railcars, we made a net investment in our lease fleet of approximately
$948.3 million
.
|
•
|
In November 2018, we entered into an accelerated share repurchase program (the "ASR Program") to repurchase $350 million of the Company's common stock. The $350 million notional value of the ASR Program represents the entire remaining amount that was available to us under our existing share repurchase program. As of December 31, 2018, approximately 12.9 million shares have been delivered to us, representing approximately 80% of the total notional value of the ASR Program. The ASR Program is expected to be completed by the end of the first quarter of 2019, at which time the remaining shares will be delivered to the Company.
|
•
|
In November 2018, Trinity Rail Leasing 2017 LLC ("TRL-2017"), a Delaware limited liability company and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, entered into an Amended and Restated Term Loan Agreement to increase the aggregate amount of the term loan from $302.4 million under the Original Loan Agreement to $663.0 million and to extend the maturity date by approximately eighteen months to November 8, 2025. The proceeds from the expansion of TRL-2017 were used to fund the ASR Program described above.
|
•
|
In November 2018, we amended and restated our prior credit agreement, dated as of May 20, 2015 (as amended from time to time). The amended and restated Credit Agreement provides for a $450.0 million unsecured revolving line of credit with an extended maturity date of November 1, 2023.
|
•
|
In June 2018, Trinity Rail Leasing 2018 LLC ("TRL-2018"), a Delaware limited liability company and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $482.5 million of TRL-2018 Secured Railcar Equipment Notes. These notes have an ultimate maturity date of 2048. The net proceeds received from the transaction were used to repay a portion of the conversion settlement value of our convertible subordinated notes that were called for redemption at par on June 1, 2018 as described further below.
|
•
|
In April 2018, the Company issued a Notice of Redemption with respect to our then outstanding 3 7/8% convertible senior notes (the "Convertible Notes") to redeem these notes on June 1, 2018. Pursuant to the terms of the indenture governing these notes, the settlement of these notes submitted for conversion occurred on various dates between May 30, 2018 and July 3, 2018 and were settled in cash, at our election, for an aggregate cash amount of approximately
$646.6 million
. Following the redemption and settlement of the conversions, there were no Convertible Notes outstanding under the indenture, and the indenture was satisfied and discharged in accordance with its terms.
|
•
|
As previously disclosed, our Leasing Group leased railcars from certain independent owner Trusts under operating leases, which contained an option to purchase the railcars at a predetermined fixed price in 2019. In January 2018, the Leasing Group provided the Trusts with an irrevocable twelve-month notice of intent to exercise their option to purchase all of the Trusts' railcars. We completed the purchase in January 2019 at a purchase price of $218.4 million. As a result, 6,779 railcars previously under lease are now wholly owned by our Leasing Group. The purchase was funded using cash on hand and borrowings available to us under our revolving credit facility.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Revenue
|
$
|
2,509.1
|
|
|
$
|
2,397.4
|
|
|
$
|
3,089.8
|
|
Cost of revenues
|
1,938.8
|
|
|
1,775.2
|
|
|
2,312.0
|
|
|||
Selling, engineering, and administrative expenses
|
296.6
|
|
|
339.3
|
|
|
313.9
|
|
|||
Gains on disposition of property
|
41.4
|
|
|
85.4
|
|
|
15.0
|
|
|||
Total operating profit
|
315.1
|
|
|
368.3
|
|
|
478.9
|
|
|||
Interest expense, net
|
167.4
|
|
|
173.6
|
|
|
176.6
|
|
|||
Other, net
|
(3.9
|
)
|
|
(0.7
|
)
|
|
(7.7
|
)
|
|||
Income before income taxes
|
151.6
|
|
|
195.4
|
|
|
310.0
|
|
|||
Provision (benefit) for income taxes
|
42.6
|
|
|
(414.8
|
)
|
|
106.8
|
|
|||
Income from continuing operations
|
$
|
109.0
|
|
|
$
|
610.2
|
|
|
$
|
203.2
|
|
|
Year Ended December 31, 2018
|
|
|
|||||||||||
|
Revenues
|
|
Percent Change 2018 versus 2017
|
|||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
||||||||
|
($ in millions)
|
|
||||||||||||
Railcar Leasing and Management Services Group
|
$
|
842.0
|
|
|
$
|
0.8
|
|
|
$
|
842.8
|
|
|
—
|
%
|
Rail Products Group
|
1,356.4
|
|
|
990.3
|
|
|
2,346.7
|
|
|
14.8
|
|
|||
All Other
|
310.7
|
|
|
50.6
|
|
|
361.3
|
|
|
8.5
|
|
|||
Segment Totals before Eliminations
|
2,509.1
|
|
|
1,041.7
|
|
|
3,550.8
|
|
|
10.3
|
|
|||
Eliminations – Lease subsidiary
(1)
|
—
|
|
|
(990.0
|
)
|
|
(990.0
|
)
|
|
|
|
|||
Eliminations – Other
|
—
|
|
|
(51.7
|
)
|
|
(51.7
|
)
|
|
|
|
|||
Consolidated Total
|
$
|
2,509.1
|
|
|
$
|
—
|
|
|
$
|
2,509.1
|
|
|
4.7
|
|
|
|
|
|
|
|
|
|
|||||||
|
Year Ended December 31, 2017
|
|
|
|||||||||||
|
Revenues
|
|
Percent Change 2017 versus 2016
|
|||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
||||||||
|
($ in millions)
|
|
|
|||||||||||
Railcar Leasing and Management Services Group
|
$
|
842.2
|
|
|
$
|
1.0
|
|
|
$
|
843.2
|
|
|
2.0
|
%
|
Rail Products Group
|
1,254.5
|
|
|
789.5
|
|
|
2,044.0
|
|
|
(32.5
|
)
|
|||
All Other
|
300.7
|
|
|
32.4
|
|
|
333.1
|
|
|
(6.6
|
)
|
|||
Segment Totals before Eliminations
|
2,397.4
|
|
|
822.9
|
|
|
3,220.3
|
|
|
(23.5
|
)
|
|||
Eliminations – Lease subsidiary
(1)
|
—
|
|
|
(788.6
|
)
|
|
(788.6
|
)
|
|
|
|
|||
Eliminations – Other
|
—
|
|
|
(34.3
|
)
|
|
(34.3
|
)
|
|
|
|
|||
Consolidated Total
|
$
|
2,397.4
|
|
|
$
|
—
|
|
|
$
|
2,397.4
|
|
|
(22.4
|
)
|
|
|
|
|
|
|
|
|
|||||||
|
Year Ended December 31, 2016
|
|
|
|||||||||||
|
Revenues
|
|
|
|||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
|
|||||||
|
($ in millions)
|
|
|
|||||||||||
Railcar Leasing and Management Services Group
|
$
|
824.9
|
|
|
$
|
2.1
|
|
|
$
|
827.0
|
|
|
|
|
Rail Products Group
|
1,954.5
|
|
|
1,073.3
|
|
|
3,027.8
|
|
|
|
||||
All Other
|
310.4
|
|
|
46.3
|
|
|
356.7
|
|
|
|
||||
Segment Totals before Eliminations
|
3,089.8
|
|
|
1,121.7
|
|
|
4,211.5
|
|
|
|
||||
Eliminations – Lease subsidiary
(1)
|
—
|
|
|
(1,070.4
|
)
|
|
(1,070.4
|
)
|
|
|
||||
Eliminations – Other
|
—
|
|
|
(51.3
|
)
|
|
(51.3
|
)
|
|
|
||||
Consolidated Total
|
$
|
3,089.8
|
|
|
$
|
—
|
|
|
$
|
3,089.8
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Railcar Leasing and Management Services Group
|
$
|
491.7
|
|
|
$
|
398.7
|
|
|
$
|
466.9
|
|
Rail Products Group
|
2,174.6
|
|
|
1,847.7
|
|
|
2,578.4
|
|
|||
All Other
|
325.6
|
|
|
331.7
|
|
|
355.2
|
|
|||
Segment Totals before Eliminations and Corporate Expenses
|
2,991.9
|
|
|
2,578.1
|
|
|
3,400.5
|
|
|||
Corporate
|
149.0
|
|
|
175.1
|
|
|
153.0
|
|
|||
Eliminations – Lease subsidiary
(1)
|
(894.9
|
)
|
|
(692.1
|
)
|
|
(889.7
|
)
|
|||
Eliminations – Other
|
(52.0
|
)
|
|
(32.0
|
)
|
|
(52.9
|
)
|
|||
Consolidated Total
|
$
|
2,194.0
|
|
|
$
|
2,029.1
|
|
|
$
|
2,610.9
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Railcar Leasing and Management Services Group
|
$
|
351.1
|
|
|
$
|
444.5
|
|
|
$
|
360.1
|
|
Rail Products Group
|
172.1
|
|
|
196.3
|
|
|
449.4
|
|
|||
All Other
|
35.7
|
|
|
1.4
|
|
|
1.5
|
|
|||
Segment Totals before Eliminations and Corporate Expenses
|
558.9
|
|
|
642.2
|
|
|
811.0
|
|
|||
Corporate
|
(149.0
|
)
|
|
(175.1
|
)
|
|
(153.0
|
)
|
|||
Eliminations – Lease subsidiary
(1)
|
(95.1
|
)
|
|
(96.5
|
)
|
|
(180.7
|
)
|
|||
Eliminations – Other
|
0.3
|
|
|
(2.3
|
)
|
|
1.6
|
|
|||
Consolidated Total
|
$
|
315.1
|
|
|
$
|
368.3
|
|
|
$
|
478.9
|
|
|
Year Ended December 31,
|
Percent Change
|
|||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 versus 2017
|
|
2017 versus 2016
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Leasing and management
|
$
|
728.9
|
|
|
$
|
743.6
|
|
|
$
|
700.9
|
|
|
(2.0
|
)%
|
|
6.1
|
%
|
Sale of railcars owned one year or less at the time of sale
|
113.9
|
|
|
99.6
|
|
|
126.1
|
|
|
*
|
|
|
*
|
|
|||
Total revenues
|
$
|
842.8
|
|
|
$
|
843.2
|
|
|
$
|
827.0
|
|
|
—
|
|
|
2.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit:
|
|
|
|
|
|
|
|
|
|
||||||||
Leasing and management
|
$
|
291.8
|
|
|
$
|
341.3
|
|
|
$
|
312.5
|
|
|
(14.5
|
)
|
|
9.2
|
|
Railcar sales:
|
|
|
|
|
|
|
|
|
|
||||||||
Railcars owned one year or less at the time of sale
|
21.5
|
|
|
19.7
|
|
|
34.1
|
|
|
*
|
|
|
*
|
|
|||
Railcars owned more than one year at the time of sale
|
50.4
|
|
|
83.5
|
|
|
13.5
|
|
|
*
|
|
|
*
|
|
|||
Property disposition losses
(1)
|
(12.6
|
)
|
|
—
|
|
|
—
|
|
|
*
|
|
|
*
|
|
|||
Total operating profit
|
$
|
351.1
|
|
|
$
|
444.5
|
|
|
$
|
360.1
|
|
|
(21.0
|
)
|
|
23.4
|
|
Total operating profit margin
|
41.7
|
%
|
|
52.7
|
%
|
|
43.5
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Leasing and management operating profit margin:
|
40.0
|
%
|
|
45.9
|
%
|
|
44.6
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Selected expense information
(2)
:
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
$
|
196.6
|
|
|
$
|
172.3
|
|
|
$
|
156.2
|
|
|
14.1
|
|
|
10.3
|
|
Maintenance and compliance
|
$
|
99.3
|
|
|
$
|
96.4
|
|
|
$
|
104.3
|
|
|
3.0
|
|
|
(7.6
|
)
|
Rent
|
$
|
42.4
|
|
|
$
|
39.9
|
|
|
$
|
39.3
|
|
|
6.3
|
|
|
1.5
|
|
Selling, engineering, and administrative expenses
|
$
|
51.1
|
|
|
$
|
50.7
|
|
|
$
|
45.4
|
|
|
0.8
|
|
|
11.7
|
|
Interest
|
$
|
142.3
|
|
|
$
|
125.8
|
|
|
$
|
125.2
|
|
|
13.1
|
|
|
0.5
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Leasing Group:
|
|
|
|
|
|
||||||
Sales of railcars owned one year or less at the time of sale
|
$
|
113.9
|
|
|
$
|
99.6
|
|
|
$
|
126.1
|
|
Railcars owned more than one year at the time of sale
|
230.5
|
|
|
360.7
|
|
|
37.7
|
|
|||
Rail Products Group
|
—
|
|
|
—
|
|
|
8.1
|
|
|||
|
$
|
344.4
|
|
|
$
|
460.3
|
|
|
$
|
171.9
|
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
|||
Number of railcars:
|
|
|
|
|
|
|||
Wholly-owned
|
74,565
|
|
|
63,915
|
|
|
60,440
|
|
Partially-owned
|
24,650
|
|
|
24,675
|
|
|
24,670
|
|
|
99,215
|
|
|
88,590
|
|
|
85,110
|
|
Managed (third-party owned)
|
21,635
|
|
|
25,460
|
|
|
18,730
|
|
|
120,850
|
|
|
114,050
|
|
|
103,840
|
|
|
|
|
|
|
|
|||
Company-owned railcars
(1)
:
|
|
|
|
|
|
|||
Average age in years
|
9.1
|
|
|
8.7
|
|
|
8.2
|
|
Average remaining lease term in years
|
3.5
|
|
|
3.4
|
|
|
3.5
|
|
Fleet utilization
|
98.5
|
%
|
|
96.8
|
%
|
|
97.6
|
%
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 versus 2017
|
|
2017 versus 2016
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Rail Products
|
$
|
1,996.9
|
|
|
$
|
1,853.1
|
|
|
$
|
2,894.4
|
|
|
7.8
|
%
|
|
(36.0
|
)%
|
Maintenance services
|
300.1
|
|
|
145.1
|
|
|
98.9
|
|
|
106.8
|
|
|
46.7
|
|
|||
Other
|
49.7
|
|
|
45.8
|
|
|
34.5
|
|
|
8.5
|
|
|
32.8
|
|
|||
Total revenues
|
2,346.7
|
|
|
2,044.0
|
|
|
3,027.8
|
|
|
14.8
|
|
|
(32.5
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Operating costs:
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenues
|
2,122.8
|
|
|
1,795.5
|
|
|
2,523.2
|
|
|
18.2
|
|
|
(28.8
|
)
|
|||
Selling, engineering, and administrative costs
|
51.8
|
|
|
52.2
|
|
|
55.2
|
|
|
(0.8
|
)
|
|
(5.4
|
)
|
|||
Operating profit
|
$
|
172.1
|
|
|
$
|
196.3
|
|
|
$
|
449.4
|
|
|
(12.3
|
)
|
|
(56.3
|
)
|
Operating profit margin
|
7.3
|
%
|
|
9.6
|
%
|
|
14.8
|
%
|
|
|
|
|
|
As of December 31,
|
|
Percent Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 versus 2017
|
|
2017 versus 2016
|
||||||||
|
(in millions)
|
|
|
|
|
||||||||||||
External Customers
|
$
|
2,059.5
|
|
|
$
|
1,334.7
|
|
|
$
|
2,156.6
|
|
|
|
|
|
||
Leasing Group
|
1,588.1
|
|
|
829.5
|
|
|
850.9
|
|
|
|
|
|
|||||
Total
|
$
|
3,647.6
|
|
|
$
|
2,164.2
|
|
|
$
|
3,007.5
|
|
|
68.5
|
%
|
|
(28.0
|
)%
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 versus 2017
|
|
2017 versus 2016
|
||||||||
Beginning balance
|
22,585
|
|
|
29,220
|
|
|
48,885
|
|
|
|
|
|
|||||
Orders received
|
28,795
|
|
|
12,900
|
|
|
7,825
|
|
|
|
|
|
|||||
Shipments
|
(20,105
|
)
|
|
(18,395
|
)
|
|
(27,240
|
)
|
|
|
|
|
|||||
Ending balance
(1)
|
30,875
|
|
|
22,585
|
|
|
29,220
|
|
|
|
|
|
|||||
Average selling price in ending backlog
|
$
|
118,141
|
|
|
$
|
95,825
|
|
|
$
|
102,926
|
|
|
23.3
|
%
|
|
(6.9
|
)%
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 versus 2017
|
|
2017 versus 2016
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Highway Products
|
$
|
267.8
|
|
|
$
|
245.8
|
|
|
$
|
271.3
|
|
|
9.0
|
%
|
|
(9.4
|
)%
|
Other
|
$
|
93.5
|
|
|
$
|
87.3
|
|
|
$
|
85.4
|
|
|
7.1
|
|
|
2.2
|
|
Total revenues
|
$
|
361.3
|
|
|
$
|
333.1
|
|
|
$
|
356.7
|
|
|
8.5
|
|
|
(6.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating costs:
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenues
|
284.0
|
|
|
271.4
|
|
|
295.0
|
|
|
4.6
|
|
|
(8.0
|
)
|
|||
Selling, engineering, and administrative costs
|
44.6
|
|
|
61.4
|
|
|
60.2
|
|
|
(27.4
|
)
|
|
2.0
|
|
|||
Property disposition (gains) losses
|
(3.0
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
*
|
|
|
*
|
|
|||
Operating profit
|
$
|
35.7
|
|
|
$
|
1.4
|
|
|
$
|
1.5
|
|
|
*
|
|
|
(6.7
|
)
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 versus 2017
|
|
2017 versus 2016
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Operating costs
|
$
|
149.0
|
|
|
$
|
175.1
|
|
|
$
|
153.0
|
|
|
(14.9
|
)%
|
|
14.4
|
%
|
•
|
increased the aggregate amount of the term loan from $302.4 million under the Original Loan Agreement to $663.0 million;
|
•
|
extended the maturity date by approximately eighteen months to November 8, 2025;
|
•
|
reduced the applicable interest rate to LIBOR plus 150 basis points from LIBOR plus 175 basis points under the Original Loan Agreement; and
|
•
|
added additional railcars to the collateral pool of railcars securing the borrower’s obligations under the Amended and Restated Loan Agreement.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Net cash flows from continuing operations:
|
|
|
|
|
|
||||||
Operating activities
|
$
|
274.2
|
|
|
$
|
610.1
|
|
|
$
|
837.5
|
|
Investing activities
|
(412.3
|
)
|
|
(346.3
|
)
|
|
(942.9
|
)
|
|||
Financing activities
|
(291.1
|
)
|
|
(56.7
|
)
|
|
(307.7
|
)
|
|||
Net cash flows from discontinued operations
|
(193.8
|
)
|
|
25.1
|
|
|
172.9
|
|
|||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
$
|
(623.0
|
)
|
|
$
|
232.2
|
|
|
$
|
(240.2
|
)
|
|
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Parent and wholly-owned subsidiaries
(1)
|
|
$
|
2,739.0
|
|
|
$
|
125.4
|
|
|
$
|
264.5
|
|
|
$
|
584.5
|
|
|
$
|
1,764.6
|
|
Partially-owned subsidiaries
(1)
|
|
1,327.9
|
|
|
45.7
|
|
|
112.6
|
|
|
120.8
|
|
|
1,048.8
|
|
|||||
Interest
|
|
778.3
|
|
|
172.9
|
|
|
310.6
|
|
|
185.5
|
|
|
109.3
|
|
|||||
Net of unamortized discount and debt issuance costs
|
|
4,845.2
|
|
|
344.0
|
|
|
687.7
|
|
|
890.8
|
|
|
2,922.7
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating leases:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Leasing Group
|
|
261.3
|
|
|
231.9
|
|
|
16.0
|
|
|
11.7
|
|
|
1.7
|
|
|||||
Other
|
|
8.4
|
|
|
3.3
|
|
|
2.8
|
|
|
0.9
|
|
|
1.4
|
|
|||||
Obligations for purchase of goods and services
(2)
|
|
834.8
|
|
|
800.6
|
|
|
32.6
|
|
|
1.6
|
|
|
—
|
|
|||||
Other
|
|
1.8
|
|
|
1.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
5,951.5
|
|
|
$
|
1,381.6
|
|
|
$
|
739.1
|
|
|
$
|
905.0
|
|
|
$
|
2,925.8
|
|
|
Year Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Assumptions used to determine benefit obligations at the annual measurement date were:
|
|
|
|
|
|
|||
Obligation discount rate
|
4.45
|
%
|
|
3.79
|
%
|
|
4.34
|
%
|
Compensation increase rate
(1)
|
n/a
|
|
|
4.00
|
%
|
|
4.00
|
%
|
Assumptions used to determine net periodic benefit costs were:
|
|
|
|
|
|
|||
Obligation discount rate
|
3.79
|
%
|
|
4.34
|
%
|
|
4.79
|
%
|
Long-term rate of return on plan assets
|
5.65
|
%
|
|
6.25
|
%
|
|
6.50
|
%
|
Compensation increase rate
(1)
|
n/a
|
|
|
4.00
|
%
|
|
4.00
|
%
|
|
Effect on Net Retirement Cost for the Year Ended December 31, 2018
|
|
Effect on Projected Benefit Obligations at December 31, 2018
|
||||
Assumptions:
|
Increase/(decrease)
(in millions)
|
||||||
Obligation discount rate:
|
|
|
|
||||
Increase of 50 basis points
|
$
|
(0.6
|
)
|
|
$
|
(25.2
|
)
|
Decrease of 50 basis points
|
$
|
0.5
|
|
|
$
|
28.1
|
|
Long-term rate of return on plan assets:
|
|
|
|
||||
Increase of 50 basis points
|
$
|
(2.4
|
)
|
|
n/a
|
|
|
Decrease of 50 basis points
|
$
|
2.4
|
|
|
n/a
|
|
|
Page
|
/s/ ERNST & YOUNG LLP
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions, except per share amounts)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Manufacturing
|
$
|
1,667.1
|
|
|
$
|
1,555.2
|
|
|
$
|
2,264.9
|
|
Leasing
|
842.0
|
|
|
842.2
|
|
|
824.9
|
|
|||
|
2,509.1
|
|
|
2,397.4
|
|
|
3,089.8
|
|
|||
Operating costs:
|
|
|
|
|
|
||||||
Cost of revenues:
|
|
|
|
|
|
||||||
Manufacturing
|
1,459.8
|
|
|
1,342.8
|
|
|
1,875.5
|
|
|||
Leasing
|
479.0
|
|
|
432.4
|
|
|
436.5
|
|
|||
|
1,938.8
|
|
|
1,775.2
|
|
|
2,312.0
|
|
|||
Selling, engineering, and administrative expenses:
|
|
|
|
|
|
||||||
Manufacturing
|
96.4
|
|
|
113.6
|
|
|
115.4
|
|
|||
Leasing
|
51.1
|
|
|
50.7
|
|
|
45.4
|
|
|||
Other
|
149.1
|
|
|
175.0
|
|
|
153.1
|
|
|||
|
296.6
|
|
|
339.3
|
|
|
313.9
|
|
|||
Gains (losses) on disposition of property:
|
|
|
|
|
|
||||||
Net gains on railcar lease fleet sales owned more than one year at the time of sale
|
50.4
|
|
|
83.5
|
|
|
13.5
|
|
|||
Other
|
(9.0
|
)
|
|
1.9
|
|
|
1.5
|
|
|||
|
41.4
|
|
|
85.4
|
|
|
15.0
|
|
|||
Total operating profit
|
315.1
|
|
|
368.3
|
|
|
478.9
|
|
|||
Other (income) expense:
|
|
|
|
|
|
||||||
Interest income
|
(11.9
|
)
|
|
(10.4
|
)
|
|
(5.3
|
)
|
|||
Interest expense
|
179.3
|
|
|
184.0
|
|
|
181.9
|
|
|||
Other, net
|
(3.9
|
)
|
|
(0.7
|
)
|
|
(7.7
|
)
|
|||
|
163.5
|
|
|
172.9
|
|
|
168.9
|
|
|||
Income from continuing operations before income taxes
|
151.6
|
|
|
195.4
|
|
|
310.0
|
|
|||
Provision (benefit) for income taxes:
|
|
|
|
|
|
||||||
Current
|
(15.3
|
)
|
|
(57.7
|
)
|
|
(194.7
|
)
|
|||
Deferred
|
57.9
|
|
|
(357.1
|
)
|
|
301.5
|
|
|||
|
42.6
|
|
|
(414.8
|
)
|
|
106.8
|
|
|||
Income from continuing operations
|
109.0
|
|
|
610.2
|
|
|
203.2
|
|
|||
Income from discontinued operations, net of provision for income taxes of $30.7, $73.1, and $95.2
|
54.1
|
|
|
103.4
|
|
|
161.5
|
|
|||
Net income
|
163.1
|
|
|
713.6
|
|
|
364.7
|
|
|||
Net income attributable to noncontrolling interest
|
3.8
|
|
|
11.1
|
|
|
21.1
|
|
|||
Net income attributable to Trinity Industries, Inc.
|
$
|
159.3
|
|
|
$
|
702.5
|
|
|
$
|
343.6
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Basic earnings per common share:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
0.72
|
|
|
$
|
3.94
|
|
|
$
|
1.19
|
|
Income from discontinued operations
|
0.37
|
|
|
0.68
|
|
|
1.06
|
|
|||
Basic net income attributable to Trinity Industries, Inc.
|
$
|
1.09
|
|
|
$
|
4.62
|
|
|
$
|
2.25
|
|
Diluted earnings per common share:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
0.70
|
|
|
$
|
3.85
|
|
|
$
|
1.19
|
|
Income from discontinued operations
|
0.37
|
|
|
0.67
|
|
|
1.06
|
|
|||
Diluted net income attributable to Trinity Industries, Inc.
|
$
|
1.07
|
|
|
$
|
4.52
|
|
|
$
|
2.25
|
|
Weighted average number of shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
144.0
|
|
|
148.6
|
|
|
148.4
|
|
|||
Diluted
|
146.4
|
|
|
152.0
|
|
|
148.6
|
|
|||
Dividends declared per common share
|
$
|
0.52
|
|
|
$
|
0.50
|
|
|
$
|
0.44
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Net income
|
$
|
163.1
|
|
|
$
|
713.6
|
|
|
$
|
364.7
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Derivative financial instruments:
|
|
|
|
|
|
||||||
Unrealized losses arising during the period, net of tax benefit of $3.0, $0.2, and $-
|
(9.6
|
)
|
|
(0.9
|
)
|
|
(0.3
|
)
|
|||
Reclassification adjustments for losses included in net income, net of tax benefit of $0.4, $0.7, and $0.7
|
2.3
|
|
|
3.9
|
|
|
4.6
|
|
|||
Currency translation adjustment
|
—
|
|
|
1.3
|
|
|
0.8
|
|
|||
Defined benefit plans:
|
|
|
|
|
|
||||||
Unrealized gains (losses) arising during the period, net of tax expense (benefit) of $(2.9), $1.6, and $(2.0)
|
(9.5
|
)
|
|
3.6
|
|
|
(3.3
|
)
|
|||
Amortization of net actuarial (gains) losses, net of tax expense of $1.1, $1.5, and $1.9
|
3.6
|
|
|
3.4
|
|
|
3.2
|
|
|||
|
(13.2
|
)
|
|
11.3
|
|
|
5.0
|
|
|||
Comprehensive income
|
149.9
|
|
|
724.9
|
|
|
369.7
|
|
|||
Less: comprehensive income attributable to noncontrolling interest
|
5.2
|
|
|
13.7
|
|
|
24.2
|
|
|||
Comprehensive income attributable to Trinity Industries, Inc.
|
$
|
144.7
|
|
|
$
|
711.2
|
|
|
$
|
345.5
|
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
|
|
(in millions)
|
||||||
ASSETS
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
179.2
|
|
|
$
|
778.6
|
|
Short-term marketable securities
|
|
—
|
|
|
319.5
|
|
||
Receivables, net of allowance of $19.9 and $20.1
|
|
276.6
|
|
|
204.4
|
|
||
Income tax receivable
|
|
40.4
|
|
|
24.0
|
|
||
Inventories:
|
|
|
|
|
||||
Raw materials and supplies
|
|
342.5
|
|
|
209.9
|
|
||
Work in process
|
|
119.3
|
|
|
134.7
|
|
||
Finished goods
|
|
62.9
|
|
|
58.2
|
|
||
|
|
524.7
|
|
|
402.8
|
|
||
Restricted cash, including partially-owned subsidiaries of $36.6 and $62.9
|
|
171.6
|
|
|
195.2
|
|
||
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $2,032.0 and $1,985.9
|
|
8,253.4
|
|
|
7,330.5
|
|
||
Less accumulated depreciation, including partially-owned subsidiaries of $472.0 and $418.0
|
|
(1,919.0
|
)
|
|
(1,772.7
|
)
|
||
|
|
6,334.4
|
|
|
5,557.8
|
|
||
Goodwill
|
|
208.8
|
|
|
208.8
|
|
||
Assets of discontinued operations
|
|
—
|
|
|
1,654.2
|
|
||
Other assets
|
|
253.5
|
|
|
197.9
|
|
||
|
|
$
|
7,989.2
|
|
|
$
|
9,543.2
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Accounts payable
|
|
$
|
212.1
|
|
|
$
|
119.5
|
|
Accrued liabilities
|
|
368.3
|
|
|
321.9
|
|
||
Debt:
|
|
|
|
|
||||
Recourse
|
|
397.4
|
|
|
866.3
|
|
||
Non-recourse:
|
|
|
|
|
||||
Wholly-owned subsidiaries
|
|
2,316.6
|
|
|
1,024.8
|
|
||
Partially-owned subsidiaries
|
|
1,315.2
|
|
|
1,350.8
|
|
||
|
|
4,029.2
|
|
|
3,241.9
|
|
||
Deferred income
|
|
17.7
|
|
|
20.5
|
|
||
Deferred income taxes
|
|
743.1
|
|
|
728.3
|
|
||
Liabilities of discontinued operations
|
|
—
|
|
|
198.4
|
|
||
Other liabilities
|
|
56.8
|
|
|
54.7
|
|
||
|
|
5,427.2
|
|
|
4,685.2
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock – 1.5 shares authorized and unissued
|
|
—
|
|
|
—
|
|
||
Common stock – shares authorized at December 31, 2018 and 2017 - 400.0; shares issued and outstanding at December 31, 2018 – 133.3; at December 31, 2017 – 150.9
|
|
1.3
|
|
|
1.6
|
|
||
Capital in excess of par value
|
|
1.2
|
|
|
482.5
|
|
||
Retained earnings
|
|
2,326.1
|
|
|
4,123.4
|
|
||
Accumulated other comprehensive loss
|
|
(116.8
|
)
|
|
(104.8
|
)
|
||
Treasury stock – shares at December 31, 2018 – 0.1; at December 31, 2017 – 0.1
|
|
(1.0
|
)
|
|
(1.6
|
)
|
||
|
|
2,210.8
|
|
|
4,501.1
|
|
||
Noncontrolling interest
|
|
351.2
|
|
|
356.9
|
|
||
|
|
2,562.0
|
|
|
4,858.0
|
|
||
|
|
$
|
7,989.2
|
|
|
$
|
9,543.2
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in millions)
|
||||||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
163.1
|
|
|
$
|
713.6
|
|
|
$
|
364.7
|
|
Income from discontinued operations, net of income taxes
|
|
(54.1
|
)
|
|
(103.4
|
)
|
|
(161.5
|
)
|
|||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
251.9
|
|
|
229.7
|
|
|
217.3
|
|
|||
Stock-based compensation expense
|
|
29.2
|
|
|
22.1
|
|
|
30.9
|
|
|||
Excess tax benefits from stock-based compensation
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|||
Provision (benefit) for deferred income taxes
|
|
57.9
|
|
|
(357.1
|
)
|
|
301.5
|
|
|||
Net gains on railcar lease fleet sales owned more than one year at the time of sale
|
|
(50.4
|
)
|
|
(83.5
|
)
|
|
(13.5
|
)
|
|||
Loss (gains) on disposition of property and other assets
|
|
9.0
|
|
|
(1.9
|
)
|
|
(1.5
|
)
|
|||
Non-cash interest expense
|
|
18.1
|
|
|
31.8
|
|
|
28.5
|
|
|||
Other
|
|
(8.0
|
)
|
|
(1.2
|
)
|
|
(3.5
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
(Increase) decrease in receivables
|
|
(88.5
|
)
|
|
117.2
|
|
|
(14.1
|
)
|
|||
(Increase) decrease in inventories
|
|
(122.0
|
)
|
|
8.9
|
|
|
223.2
|
|
|||
(Increase) decrease in other assets
|
|
(77.3
|
)
|
|
(17.1
|
)
|
|
21.0
|
|
|||
Increase (decrease) in accounts payable
|
|
92.7
|
|
|
12.2
|
|
|
(40.3
|
)
|
|||
Increase (decrease) in accrued liabilities
|
|
51.5
|
|
|
49.0
|
|
|
(76.1
|
)
|
|||
Increase (decrease) in other liabilities
|
|
1.1
|
|
|
(10.2
|
)
|
|
(38.1
|
)
|
|||
Net cash provided by operating activities - continuing operations
|
|
274.2
|
|
|
610.1
|
|
|
837.5
|
|
|||
Net cash provided by operating activities - discontinued operations
|
|
104.9
|
|
|
151.5
|
|
|
252.7
|
|
|||
Net cash provided by operating activities
|
|
379.1
|
|
|
761.6
|
|
|
1,090.2
|
|
|||
Investing activities:
|
|
|
|
|
|
|
||||||
Decrease (increase) in short-term marketable securities
|
|
319.5
|
|
|
(84.8
|
)
|
|
(149.8
|
)
|
|||
Proceeds from railcar lease fleet sales owned more than one year at the time of sale
|
|
230.5
|
|
|
360.7
|
|
|
37.7
|
|
|||
Proceeds from disposition of property and other assets
|
|
17.1
|
|
|
7.8
|
|
|
11.0
|
|
|||
Capital expenditures – leasing, net of sold lease fleet railcars owned one year or less with a net cost of $92.4, $79.9, and $92.0
|
|
(948.3
|
)
|
|
(608.3
|
)
|
|
(799.1
|
)
|
|||
Capital expenditures – manufacturing and other
|
|
(37.3
|
)
|
|
(22.0
|
)
|
|
(49.5
|
)
|
|||
Other
|
|
6.2
|
|
|
0.3
|
|
|
6.8
|
|
|||
Net cash required by investing activities - continuing operations
|
|
(412.3
|
)
|
|
(346.3
|
)
|
|
(942.9
|
)
|
|||
Net cash required by investing activities - discontinued operations
|
|
(78.2
|
)
|
|
(126.4
|
)
|
|
(79.8
|
)
|
|||
Net cash required by investing activities
|
|
(490.5
|
)
|
|
(472.7
|
)
|
|
(1,022.7
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
||||||
Excess tax benefits from stock-based compensation
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|||
Payments to retire debt
|
|
(887.8
|
)
|
|
(375.3
|
)
|
|
(162.0
|
)
|
|||
Proceeds from issuance of debt
|
|
1,206.6
|
|
|
533.5
|
|
|
—
|
|
|||
Shares repurchased
|
|
(506.1
|
)
|
|
(79.4
|
)
|
|
(34.7
|
)
|
|||
Dividends paid to common shareholders
|
|
(77.4
|
)
|
|
(72.6
|
)
|
|
(66.7
|
)
|
|||
Purchase of shares to satisfy employee tax on vested stock
|
|
(12.2
|
)
|
|
(14.4
|
)
|
|
(16.3
|
)
|
|||
Distributions to noncontrolling interest
|
|
(10.9
|
)
|
|
(48.7
|
)
|
|
(26.4
|
)
|
|||
Other
|
|
(3.3
|
)
|
|
0.2
|
|
|
(2.6
|
)
|
|||
Net cash required by financing activities - continuing operations
|
|
(291.1
|
)
|
|
(56.7
|
)
|
|
(307.7
|
)
|
|||
Cash distributions to Arcosa, Inc. in connection with the spin-off transaction
|
|
(220.5
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash required by financing activities
|
|
(511.6
|
)
|
|
(56.7
|
)
|
|
(307.7
|
)
|
|||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
|
(623.0
|
)
|
|
232.2
|
|
|
(240.2
|
)
|
|||
Cash, cash equivalents, and restricted cash at beginning of period
|
|
973.8
|
|
|
741.6
|
|
|
981.8
|
|
|||
Cash, cash equivalents, and restricted cash at end of period
|
|
$
|
350.8
|
|
|
$
|
973.8
|
|
|
$
|
741.6
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||||||
Interest paid
|
|
$
|
158.9
|
|
|
$
|
151.2
|
|
|
$
|
151.0
|
|
Income tax payments (refunds)
|
|
$
|
4.1
|
|
|
$
|
(79.9
|
)
|
|
$
|
(65.5
|
)
|
Distribution of noncash net assets to Arcosa, Inc.
|
|
$
|
1,534.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt assumed in railcar purchase from unrelated seller
|
|
$
|
283.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Common
Stock
|
|
|
|
|
|
|
|
Treasury
Stock
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
Shares
|
|
$0.01 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, 2015 |
|
152.9
|
|
|
$
|
1.5
|
|
|
$
|
548.5
|
|
|
$
|
3,220.3
|
|
|
$
|
(115.4
|
)
|
|
(0.1
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
3,653.9
|
|
|
$
|
394.8
|
|
|
$
|
4,048.7
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
343.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
343.6
|
|
|
21.1
|
|
|
364.7
|
|
||||||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
3.1
|
|
|
5.0
|
|
||||||||
Cash dividends on common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66.6
|
)
|
|
—
|
|
|
(66.6
|
)
|
||||||||
Restricted shares, net
|
|
2.6
|
|
|
0.1
|
|
|
46.2
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
(21.3
|
)
|
|
25.0
|
|
|
—
|
|
|
25.0
|
|
||||||||
Shares repurchased
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
(34.7
|
)
|
|
(34.7
|
)
|
|
—
|
|
|
(34.7
|
)
|
||||||||
Excess tax benefits from stock-based compensation
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
(4.5
|
)
|
||||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26.4
|
)
|
|
(26.4
|
)
|
||||||||
Retirement of treasury stock
|
|
(3.3
|
)
|
|
—
|
|
|
(56.0
|
)
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|
56.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other
|
|
—
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
(0.5
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
Balances at
December 31, 2016 |
|
152.2
|
|
|
$
|
1.6
|
|
|
$
|
534.6
|
|
|
$
|
3,497.3
|
|
|
$
|
(113.5
|
)
|
|
(0.1
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
3,918.5
|
|
|
$
|
392.6
|
|
|
$
|
4,311.1
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
702.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
702.5
|
|
|
11.1
|
|
|
713.6
|
|
||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.7
|
|
|
—
|
|
|
—
|
|
|
8.7
|
|
|
2.6
|
|
|
11.3
|
|
||||||||
Cash dividends on common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75.8
|
)
|
|
—
|
|
|
(75.8
|
)
|
||||||||
Restricted shares, net
|
|
1.7
|
|
|
—
|
|
|
35.2
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
(18.5
|
)
|
|
16.7
|
|
|
—
|
|
|
16.7
|
|
||||||||
Shares repurchased
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
(85.4
|
)
|
|
(85.4
|
)
|
|
—
|
|
|
(85.4
|
)
|
||||||||
Stock options exercised
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48.7
|
)
|
|
(48.7
|
)
|
||||||||
Retirement of treasury stock
|
|
(3.5
|
)
|
|
—
|
|
|
(103.8
|
)
|
|
—
|
|
|
—
|
|
|
3.5
|
|
|
103.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Shares issued for acquisition
|
|
0.5
|
|
|
—
|
|
|
14.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.7
|
|
|
—
|
|
|
14.7
|
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
(0.7
|
)
|
|
0.3
|
|
||||||||
Balances at
December 31, 2017 |
|
150.9
|
|
|
$
|
1.6
|
|
|
$
|
482.5
|
|
|
$
|
4,123.4
|
|
|
$
|
(104.8
|
)
|
|
(0.1
|
)
|
|
$
|
(1.6
|
)
|
|
$
|
4,501.1
|
|
|
$
|
356.9
|
|
|
$
|
4,858.0
|
|
Cumulative effect of adopting new accounting standard (Note 1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.7
|
|
|
(18.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
159.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
159.3
|
|
|
3.8
|
|
|
163.1
|
|
||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.6
|
)
|
|
—
|
|
|
—
|
|
|
(14.6
|
)
|
|
1.4
|
|
|
(13.2
|
)
|
||||||||
Cash dividends on common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75.9
|
)
|
|
—
|
|
|
(75.9
|
)
|
||||||||
Restricted shares, net
|
|
0.2
|
|
|
—
|
|
|
44.4
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(19.4
|
)
|
|
25.0
|
|
|
—
|
|
|
25.0
|
|
||||||||
Shares repurchased
|
|
—
|
|
|
—
|
|
|
75.9
|
|
|
(145.9
|
)
|
|
—
|
|
|
(17.2
|
)
|
|
(430.1
|
)
|
|
(500.1
|
)
|
|
—
|
|
|
(500.1
|
)
|
||||||||
Stock options exercised
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
||||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.9
|
)
|
|
(10.9
|
)
|
||||||||
Retirement of treasury stock
|
|
(17.8
|
)
|
|
(0.2
|
)
|
|
(449.3
|
)
|
|
—
|
|
|
—
|
|
|
17.8
|
|
|
449.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Redemption of convertible subordinated notes (Note 11)
|
|
—
|
|
|
—
|
|
|
(152.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(152.9
|
)
|
|
—
|
|
|
(152.9
|
)
|
||||||||
Distribution of Arcosa, Inc.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,753.5
|
)
|
|
21.3
|
|
|
—
|
|
|
—
|
|
|
(1,732.2
|
)
|
|
—
|
|
|
(1,732.2
|
)
|
||||||||
Other
|
|
—
|
|
|
(0.1
|
)
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
||||||||
Balances at
December 31, 2018 |
|
133.3
|
|
|
$
|
1.3
|
|
|
$
|
1.2
|
|
|
$
|
2,326.1
|
|
|
$
|
(116.8
|
)
|
|
(0.1
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
2,210.8
|
|
|
$
|
351.2
|
|
|
$
|
2,562.0
|
|
|
Unsatisfied performance obligations at December 31, 2018
|
|||||
|
Total
Amount
|
|
Percent expected to be delivered in 2019
|
|||
|
(in millions)
|
|
|
|||
Rail Products Group:
|
|
|
|
|||
Products
|
|
|
|
|||
External Customers
|
$
|
2,059.5
|
|
|
|
|
Leasing Group
|
1,588.1
|
|
|
|
||
|
$
|
3,647.6
|
|
|
64
|
%
|
|
|
|
|
|||
Maintenance Services
|
$
|
100.6
|
|
|
100
|
%
|
|
|
|
|
|||
Railcar Leasing and Management Services Group
|
$
|
112.6
|
|
|
21
|
%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in millions)
|
||||||||||
Revenues
|
|
$
|
1,042.0
|
|
|
$
|
1,265.4
|
|
|
$
|
1,498.5
|
|
Cost of revenues
|
|
840.8
|
|
|
971.0
|
|
|
1,142.9
|
|
|||
Selling, engineering, and administrative expenses
|
|
116.8
|
|
|
116.3
|
|
|
93.7
|
|
|||
Other (income) expense
|
|
(0.4
|
)
|
|
1.6
|
|
|
5.2
|
|
|||
Income from discontinued operations before income taxes
|
|
84.8
|
|
|
176.5
|
|
|
256.7
|
|
|||
Provision for income taxes
|
|
30.7
|
|
|
73.1
|
|
|
95.2
|
|
|||
Income from discontinued operations, net of income taxes
|
|
$
|
54.1
|
|
|
$
|
103.4
|
|
|
$
|
161.5
|
|
|
December 31, 2017
|
||
Assets:
|
(in millions)
|
||
Receivables, net of allowance for doubtful accounts
|
165.3
|
|
|
Income tax receivable
|
4.9
|
|
|
Inventories
|
237.9
|
|
|
Property, plant, and equipment, net
|
577.6
|
|
|
Goodwill
|
571.5
|
|
|
Other assets
|
97.0
|
|
|
Total assets, discontinued operations
|
$
|
1,654.2
|
|
|
|
||
Liabilities:
|
|
||
Accounts payable
|
$
|
56.0
|
|
Accrued liabilities
|
118.0
|
|
|
Debt
|
0.5
|
|
|
Deferred income taxes
|
14.8
|
|
|
Other liabilities
|
9.1
|
|
|
Total liabilities, discontinued operations
|
$
|
198.4
|
|
|
Level 1
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(in millions)
|
||||||
Assets:
|
|
|
|
||||
Cash equivalents
|
$
|
124.9
|
|
|
$
|
113.1
|
|
Restricted cash
|
171.6
|
|
|
195.2
|
|
||
Total assets
|
$
|
296.5
|
|
|
$
|
308.3
|
|
|
Level 2
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(in millions)
|
||||||
Assets:
|
|
|
|
||||
Equity instruments
(1)
|
$
|
0.1
|
|
|
$
|
1.3
|
|
Interest rate hedge
(1)
|
—
|
|
|
1.6
|
|
||
Total assets
|
$
|
0.1
|
|
|
$
|
2.9
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Interest rate hedge
(2)
|
$
|
12.9
|
|
|
$
|
—
|
|
Total liabilities
|
$
|
12.9
|
|
|
$
|
—
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
||||||||
|
|
(in millions)
|
||||||||||||||
Recourse:
|
|
|
|
|
|
|
|
|
||||||||
Senior notes
|
|
$
|
399.7
|
|
|
$
|
343.7
|
|
|
$
|
399.7
|
|
|
$
|
400.3
|
|
Convertible subordinated notes
|
|
—
|
|
|
—
|
|
|
449.4
|
|
|
715.0
|
|||||
Less: unamortized discount
|
|
—
|
|
|
|
|
(8.2
|
)
|
|
|
||||||
|
|
—
|
|
|
|
|
441.2
|
|
|
|
||||||
Capital lease obligations
|
|
—
|
|
|
—
|
|
|
28.3
|
|
|
28.3
|
|
||||
|
|
399.7
|
|
|
343.7
|
|
|
869.2
|
|
|
1,143.6
|
|
||||
Less: unamortized debt issuance costs
|
|
(2.3
|
)
|
|
|
|
(2.9
|
)
|
|
|
||||||
|
|
397.4
|
|
|
|
|
866.3
|
|
|
|
||||||
Non-recourse:
|
|
|
|
|
|
|
|
|
||||||||
2006 secured railcar equipment notes
|
|
133.4
|
|
|
138.0
|
|
|
158.5
|
|
|
165.7
|
|
||||
2009 secured railcar equipment notes
|
|
159.7
|
|
|
174.0
|
|
|
166.2
|
|
|
169.6
|
|
||||
2010 secured railcar equipment notes
|
|
257.0
|
|
|
264.0
|
|
|
266.9
|
|
|
281.9
|
|
||||
2017 promissory notes
|
|
660.2
|
|
|
660.2
|
|
|
293.6
|
|
|
293.6
|
|
||||
2018 secured railcar equipment notes
|
|
472.2
|
|
|
475.2
|
|
|
—
|
|
|
—
|
|
||||
TRIHC 2018 secured railcar equipment notes
(1)
|
|
279.0
|
|
|
278.1
|
|
|
—
|
|
|
—
|
|
||||
TILC warehouse facility
|
|
374.8
|
|
|
374.8
|
|
|
150.7
|
|
|
150.7
|
|
||||
TRL 2012 secured railcar equipment notes
|
|
386.2
|
|
|
370.9
|
|
|
402.8
|
|
|
390.4
|
|
||||
TRIP Master Funding secured railcar equipment notes
|
|
941.7
|
|
|
963.0
|
|
|
962.5
|
|
|
1,007.6
|
|
||||
|
|
3,664.2
|
|
|
3,698.2
|
|
|
2,401.2
|
|
|
2,459.5
|
|
||||
Less: unamortized debt issuance costs
|
|
(32.4
|
)
|
|
|
|
(25.6
|
)
|
|
|
||||||
|
|
3,631.8
|
|
|
|
|
2,375.6
|
|
|
|
||||||
Total
|
|
$
|
4,029.2
|
|
|
$
|
4,041.9
|
|
|
$
|
3,241.9
|
|
|
$
|
3,603.1
|
|
|
Revenues
|
|
Operating Profit (Loss)
|
|
Depreciation & Amortization
|
|
Capital Expenditures
|
||||||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
|
|
|||||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Railcar Leasing and Management Services Group
|
$
|
842.0
|
|
|
$
|
0.8
|
|
|
$
|
842.8
|
|
|
$
|
351.1
|
|
|
$
|
196.6
|
|
|
$
|
948.3
|
|
Rail Products Group
|
1,356.4
|
|
|
990.3
|
|
|
2,346.7
|
|
|
172.1
|
|
|
30.3
|
|
|
16.0
|
|
||||||
All Other
|
310.7
|
|
|
50.6
|
|
|
361.3
|
|
|
35.7
|
|
|
15.1
|
|
|
17.3
|
|
||||||
Segment Totals before Eliminations and Corporate
|
2,509.1
|
|
|
1,041.7
|
|
|
3,550.8
|
|
|
558.9
|
|
|
242.0
|
|
|
981.6
|
|
||||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
(149.0
|
)
|
|
9.9
|
|
|
4.0
|
|
||||||
Eliminations – Lease subsidiary
(1)
|
—
|
|
|
(990.0
|
)
|
|
(990.0
|
)
|
|
(95.1
|
)
|
|
—
|
|
|
—
|
|
||||||
Eliminations – Other
|
—
|
|
|
(51.7
|
)
|
|
(51.7
|
)
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||||
Consolidated Total
|
$
|
2,509.1
|
|
|
$
|
—
|
|
|
$
|
2,509.1
|
|
|
$
|
315.1
|
|
|
$
|
251.9
|
|
|
$
|
985.6
|
|
|
Revenues
|
|
Operating Profit (Loss)
|
|
Depreciation & Amortization
|
|
Capital Expenditures
|
||||||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
|
|
|||||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Railcar Leasing and Management Services Group
|
$
|
842.2
|
|
|
$
|
1.0
|
|
|
$
|
843.2
|
|
|
$
|
444.5
|
|
|
$
|
172.3
|
|
|
$
|
608.3
|
|
Rail Products Group
|
1,254.5
|
|
|
789.5
|
|
|
2,044.0
|
|
|
196.3
|
|
|
35.1
|
|
|
4.9
|
|
||||||
All Other
|
300.7
|
|
|
32.4
|
|
|
333.1
|
|
|
1.4
|
|
|
12.8
|
|
|
9.5
|
|
||||||
Segment Totals before Eliminations and Corporate
|
2,397.4
|
|
|
822.9
|
|
|
3,220.3
|
|
|
642.2
|
|
|
220.2
|
|
|
622.7
|
|
||||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
(175.1
|
)
|
|
9.6
|
|
|
7.6
|
|
||||||
Eliminations – Lease subsidiary
(1)
|
—
|
|
|
(788.6
|
)
|
|
(788.6
|
)
|
|
(96.5
|
)
|
|
—
|
|
|
—
|
|
||||||
Eliminations – Other
|
—
|
|
|
(34.3
|
)
|
|
(34.3
|
)
|
|
(2.3
|
)
|
|
(0.1
|
)
|
|
—
|
|
||||||
Consolidated Total
|
$
|
2,397.4
|
|
|
$
|
—
|
|
|
$
|
2,397.4
|
|
|
$
|
368.3
|
|
|
$
|
229.7
|
|
|
$
|
630.3
|
|
|
Revenues
|
|
Operating Profit (Loss)
|
|
Depreciation & Amortization
|
|
Capital Expenditures
|
||||||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
|
|
|||||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Railcar Leasing and Management Services Group
|
$
|
824.9
|
|
|
$
|
2.1
|
|
|
$
|
827.0
|
|
|
$
|
360.1
|
|
|
$
|
156.2
|
|
|
$
|
799.1
|
|
Rail Products Group
|
1,954.5
|
|
|
1,073.3
|
|
|
3,027.8
|
|
|
449.4
|
|
|
38.3
|
|
|
18.5
|
|
||||||
All Other
|
310.4
|
|
|
46.3
|
|
|
356.7
|
|
|
1.5
|
|
|
14.2
|
|
|
13.0
|
|
||||||
Segment Totals before Eliminations and Corporate
|
3,089.8
|
|
|
1,121.7
|
|
|
4,211.5
|
|
|
811.0
|
|
|
208.7
|
|
|
830.6
|
|
||||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
(153.0
|
)
|
|
8.7
|
|
|
18.0
|
|
||||||
Eliminations – Lease subsidiary
(1)
|
—
|
|
|
(1,070.4
|
)
|
|
(1,070.4
|
)
|
|
(180.7
|
)
|
|
—
|
|
|
—
|
|
||||||
Eliminations – Other
|
—
|
|
|
(51.3
|
)
|
|
(51.3
|
)
|
|
1.6
|
|
|
(0.1
|
)
|
|
—
|
|
||||||
Consolidated Total
|
$
|
3,089.8
|
|
|
$
|
—
|
|
|
$
|
3,089.8
|
|
|
$
|
478.9
|
|
|
$
|
217.3
|
|
|
$
|
848.6
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(in millions)
|
||||||
Railcar Leasing and Management Services Group
|
$
|
7,096.0
|
|
|
$
|
6,267.9
|
|
Rail Products Group
|
1,039.1
|
|
|
901.9
|
|
||
All Other
|
238.5
|
|
|
224.4
|
|
||
Segment Totals before Eliminations and Corporate
|
8,373.6
|
|
|
7,394.2
|
|
||
Corporate
|
443.4
|
|
|
1,305.8
|
|
||
Assets of discontinued operations
|
—
|
|
|
1,654.2
|
|
||
Eliminations – Lease subsidiary
|
(827.7
|
)
|
|
(800.7
|
)
|
||
Eliminations – Other
|
(0.1
|
)
|
|
(10.3
|
)
|
||
Total Assets
|
$
|
7,989.2
|
|
|
$
|
9,543.2
|
|
|
December 31, 2018
|
||||||||||||||
|
Leasing Group
|
|
|
|
|
||||||||||
|
Wholly-
Owned
Subsidiaries
|
|
Partially-
Owned
Subsidiaries
|
|
Manufacturing/
Corporate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Cash and cash equivalents
|
$
|
6.0
|
|
|
$
|
—
|
|
|
$
|
173.2
|
|
|
$
|
179.2
|
|
Property, plant, and equipment, net
|
$
|
4,976.5
|
|
|
$
|
1,814.7
|
|
|
$
|
370.9
|
|
|
$
|
7,162.1
|
|
Net deferred profit on railcars sold to the Leasing Group
|
|
|
|
|
|
|
(827.7
|
)
|
|||||||
Consolidated property, plant, and equipment, net
|
|
|
|
|
|
|
$
|
6,334.4
|
|
||||||
Restricted cash
|
$
|
134.9
|
|
|
$
|
36.6
|
|
|
$
|
0.1
|
|
|
$
|
171.6
|
|
Debt:
|
|
|
|
|
|
|
|
||||||||
Recourse
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
400.0
|
|
|
$
|
400.0
|
|
Less: unamortized discount
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
||||
Less: unamortized debt issuance costs
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|
(2.3
|
)
|
||||
|
—
|
|
|
—
|
|
|
397.4
|
|
|
397.4
|
|
||||
Non-recourse
|
2,339.0
|
|
|
1,327.9
|
|
|
—
|
|
|
3,666.9
|
|
||||
Less: unamortized discount
|
(2.7
|
)
|
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
||||
Less: unamortized debt issuance costs
|
(19.7
|
)
|
|
(12.7
|
)
|
|
—
|
|
|
(32.4
|
)
|
||||
|
2,316.6
|
|
|
1,315.2
|
|
|
—
|
|
|
3,631.8
|
|
||||
Total debt
|
$
|
2,316.6
|
|
|
$
|
1,315.2
|
|
|
$
|
397.4
|
|
|
$
|
4,029.2
|
|
Net deferred tax liabilities
|
$
|
797.6
|
|
|
$
|
1.0
|
|
|
$
|
(67.0
|
)
|
|
$
|
731.6
|
|
|
December 31, 2017
|
||||||||||||||
|
Leasing Group
|
|
|
|
|
||||||||||
|
Wholly-
Owned
Subsidiaries
|
|
Partially-
Owned
Subsidiaries
|
|
Manufacturing/
Corporate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Cash, cash equivalents, and short-term marketable securities
|
$
|
3.3
|
|
|
$
|
—
|
|
|
$
|
1,094.8
|
|
|
$
|
1,098.1
|
|
Property, plant, and equipment, net
|
$
|
4,140.0
|
|
|
$
|
1,822.7
|
|
|
$
|
395.8
|
|
|
$
|
6,358.5
|
|
Net deferred profit on railcars sold to the Leasing Group
|
|
|
|
|
|
|
(800.7
|
)
|
|||||||
Consolidated property, plant, and equipment, net
|
|
|
|
|
|
|
$
|
5,557.8
|
|
||||||
Restricted cash
|
$
|
132.2
|
|
|
$
|
62.9
|
|
|
$
|
0.1
|
|
|
$
|
195.2
|
|
Debt:
|
|
|
|
|
|
|
|
||||||||
Recourse
|
$
|
28.3
|
|
|
$
|
—
|
|
|
$
|
849.4
|
|
|
$
|
877.7
|
|
Less: unamortized discount
|
—
|
|
|
—
|
|
|
(8.5
|
)
|
|
(8.5
|
)
|
||||
Less: unamortized debt issuance costs
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
|
(2.9
|
)
|
||||
|
28.3
|
|
|
—
|
|
|
838.0
|
|
|
866.3
|
|
||||
Non-recourse
|
1,035.9
|
|
|
1,365.3
|
|
|
—
|
|
|
2,401.2
|
|
||||
Less: unamortized debt issuance costs
|
(11.1
|
)
|
|
(14.5
|
)
|
|
—
|
|
|
(25.6
|
)
|
||||
|
1,024.8
|
|
|
1,350.8
|
|
|
—
|
|
|
2,375.6
|
|
||||
Total debt
|
$
|
1,053.1
|
|
|
$
|
1,350.8
|
|
|
$
|
838.0
|
|
|
$
|
3,241.9
|
|
Net deferred tax liabilities
|
$
|
653.7
|
|
|
$
|
0.8
|
|
|
$
|
54.5
|
|
|
$
|
709.0
|
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 versus 2017
|
|
2017 versus 2016
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Leasing and management
|
$
|
728.9
|
|
|
$
|
743.6
|
|
|
$
|
700.9
|
|
|
(2.0
|
)%
|
|
6.1
|
%
|
Sale of railcars owned one year or less at the time of sale
|
113.9
|
|
|
99.6
|
|
|
126.1
|
|
|
*
|
|
|
*
|
|
|||
Total revenues
|
$
|
842.8
|
|
|
$
|
843.2
|
|
|
$
|
827.0
|
|
|
—
|
|
|
2.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit:
|
|
|
|
|
|
|
|
|
|
||||||||
Leasing and management
|
$
|
291.8
|
|
|
$
|
341.3
|
|
|
$
|
312.5
|
|
|
(14.5
|
)
|
|
9.2
|
|
Railcar sales:
|
|
|
|
|
|
|
|
|
|
||||||||
Railcars owned one year or less at the time of sale
|
21.5
|
|
|
19.7
|
|
|
34.1
|
|
|
*
|
|
|
*
|
|
|||
Railcars owned more than one year at the time of sale
|
50.4
|
|
|
83.5
|
|
|
13.5
|
|
|
*
|
|
|
*
|
|
|||
Property disposition losses
(1)
|
(12.6
|
)
|
|
—
|
|
|
—
|
|
|
*
|
|
|
*
|
|
|||
Total operating profit
|
$
|
351.1
|
|
|
$
|
444.5
|
|
|
$
|
360.1
|
|
|
(21.0
|
)
|
|
23.4
|
|
Total operating profit margin
|
41.7
|
%
|
|
52.7
|
%
|
|
43.5
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Leasing and management operating profit margin:
|
40.0
|
%
|
|
45.9
|
%
|
|
44.6
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Selected expense information
(2)
:
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
$
|
196.6
|
|
|
$
|
172.3
|
|
|
$
|
156.2
|
|
|
14.1
|
|
|
10.3
|
|
Maintenance and compliance
|
$
|
99.3
|
|
|
$
|
96.4
|
|
|
$
|
104.3
|
|
|
3.0
|
|
|
(7.6
|
)
|
Rent
|
$
|
42.4
|
|
|
$
|
39.9
|
|
|
$
|
39.3
|
|
|
6.3
|
|
|
1.5
|
|
Selling, engineering, and administrative expenses
|
$
|
51.1
|
|
|
$
|
50.7
|
|
|
$
|
45.4
|
|
|
0.8
|
|
|
11.7
|
|
Interest
|
$
|
142.3
|
|
|
$
|
125.8
|
|
|
$
|
125.2
|
|
|
13.1
|
|
|
0.5
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Leasing Group:
|
|
|
|
|
|
||||||
Railcars owned one year or less at the time of sale
|
$
|
113.9
|
|
|
$
|
99.6
|
|
|
$
|
126.1
|
|
Railcars owned more than one year at the time of sale
|
230.5
|
|
|
360.7
|
|
|
37.7
|
|
|||
Rail Products Group
|
—
|
|
|
—
|
|
|
8.1
|
|
|||
|
$
|
344.4
|
|
|
$
|
460.3
|
|
|
$
|
171.9
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Future contractual minimum rental revenues
|
$
|
541.8
|
|
|
$
|
445.2
|
|
|
$
|
333.1
|
|
|
$
|
251.3
|
|
|
$
|
160.2
|
|
|
$
|
297.3
|
|
|
$
|
2,028.9
|
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||||||
Future operating lease obligations
|
|
$
|
13.5
|
|
|
$
|
8.4
|
|
|
$
|
7.6
|
|
|
$
|
6.8
|
|
|
$
|
4.9
|
|
|
$
|
1.7
|
|
|
$
|
42.9
|
|
Future contractual minimum rental revenues
|
|
$
|
10.6
|
|
|
$
|
7.1
|
|
|
$
|
5.2
|
|
|
$
|
3.6
|
|
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
27.9
|
|
(1)
|
Weighted average fixed interest rate, except for the interest rate cap on the 2017 promissory notes.
|
|
Effect on interest expense-increase/(decrease)
|
||||||||||||||
|
Year Ended December 31,
|
|
Expected effect during next twelve months
(1)
|
||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|||||||||
|
(in millions)
|
||||||||||||||
Expired hedges:
|
|
|
|
|
|
|
|
||||||||
2006 secured railcar equipment notes
|
$
|
(0.2
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
0.1
|
|
2018 secured railcar equipment notes
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
TRIP Holdings warehouse loan
|
$
|
2.2
|
|
|
$
|
4.5
|
|
|
$
|
4.8
|
|
|
$
|
2.1
|
|
TRIP Master Funding secured railcar equipment notes
|
$
|
0.2
|
|
|
$
|
0.4
|
|
|
$
|
0.9
|
|
|
$
|
0.2
|
|
2017 promissory notes - interest rate cap
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Open hedge:
|
|
|
|
|
|
|
|
||||||||
2017 promissory notes - interest rate swap
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
|
(in millions)
|
||||||
Manufacturing/Corporate:
|
|
|
|
||||
Land
|
$
|
24.2
|
|
|
$
|
25.4
|
|
Buildings and improvements
|
385.5
|
|
|
407.7
|
|
||
Machinery and other
|
537.2
|
|
|
550.2
|
|
||
Construction in progress
|
16.3
|
|
|
8.3
|
|
||
|
963.2
|
|
|
991.6
|
|
||
Less accumulated depreciation
|
(592.3
|
)
|
|
(595.8
|
)
|
||
|
370.9
|
|
|
395.8
|
|
||
Leasing:
|
|
|
|
||||
Wholly-owned subsidiaries:
|
|
|
|
||||
Machinery and other
|
13.5
|
|
|
10.7
|
|
||
Equipment on lease
|
5,934.8
|
|
|
4,987.6
|
|
||
|
5,948.3
|
|
|
4,998.3
|
|
||
Less accumulated depreciation
|
(971.8
|
)
|
|
(858.3
|
)
|
||
|
4,976.5
|
|
|
4,140.0
|
|
||
Partially-owned subsidiaries:
|
|
|
|
||||
Equipment on lease
|
2,371.9
|
|
|
2,315.5
|
|
||
Less accumulated depreciation
|
(557.2
|
)
|
|
(492.8
|
)
|
||
|
1,814.7
|
|
|
1,822.7
|
|
||
|
|
|
|
||||
Deferred profit on railcars sold to the Leasing Group
|
(1,030.0
|
)
|
|
(974.9
|
)
|
||
Less accumulated amortization
|
202.3
|
|
|
174.2
|
|
||
|
(827.7
|
)
|
|
(800.7
|
)
|
||
|
$
|
6,334.4
|
|
|
$
|
5,557.8
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
|
(in millions)
|
||||||
Railcar Leasing and Management Services Group
|
1.8
|
|
|
1.8
|
|
||
Rail Products Group
|
$
|
145.4
|
|
|
$
|
145.4
|
|
All Other
|
61.6
|
|
|
61.6
|
|
||
|
$
|
208.8
|
|
|
$
|
208.8
|
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||
|
(in millions)
|
||||||||||
Beginning balance
|
$
|
10.1
|
|
|
$
|
12.0
|
|
|
$
|
18.6
|
|
Warranty costs incurred
|
(2.8
|
)
|
|
(4.8
|
)
|
|
(7.8
|
)
|
|||
Warranty originations and revisions
|
0.1
|
|
|
4.8
|
|
|
2.9
|
|
|||
Warranty expirations
|
—
|
|
|
(1.9
|
)
|
|
(1.7
|
)
|
|||
Ending balance
|
$
|
7.4
|
|
|
$
|
10.1
|
|
|
$
|
12.0
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
|
(in millions)
|
||||||
Corporate – Recourse:
|
|
|
|
||||
Revolving credit facility
|
$
|
—
|
|
|
$
|
—
|
|
Senior notes, net of unamortized discount of $0.3 and $0.3
|
399.7
|
|
|
399.7
|
|
||
Convertible subordinated notes, net of unamortized discount of $0 and $8.2
|
—
|
|
|
441.2
|
|
||
|
399.7
|
|
|
840.9
|
|
||
Less: unamortized debt issuance costs
|
(2.3
|
)
|
|
(2.9
|
)
|
||
|
397.4
|
|
|
838.0
|
|
||
Leasing – Recourse:
|
|
|
|
||||
Capital lease obligations
|
—
|
|
|
28.3
|
|
||
Total recourse debt
|
397.4
|
|
|
866.3
|
|
||
|
|
|
|
||||
Leasing – Non-recourse:
|
|
|
|
||||
Wholly-owned subsidiaries:
|
|
|
|
||||
2006 secured railcar equipment notes
|
133.4
|
|
|
158.5
|
|
||
2009 secured railcar equipment notes
|
159.7
|
|
|
166.2
|
|
||
2010 secured railcar equipment notes
|
257.0
|
|
|
266.9
|
|
||
2017 promissory notes
|
660.2
|
|
|
293.6
|
|
||
2018 secured railcar equipment notes, net of unamortized discount of $0.2 and $0
|
472.2
|
|
|
—
|
|
||
TRIHC 2018 secured railcar equipment notes, net of unamortized discount of $2.5 and $0
|
279.0
|
|
|
—
|
|
||
TILC warehouse facility
|
374.8
|
|
|
150.7
|
|
||
|
2,336.3
|
|
|
1,035.9
|
|
||
Less: unamortized debt issuance costs
|
(19.7
|
)
|
|
(11.1
|
)
|
||
|
2,316.6
|
|
|
1,024.8
|
|
||
Partially-owned subsidiaries:
|
|
|
|
||||
TRL 2012 secured railcar equipment notes
|
386.2
|
|
|
402.8
|
|
||
TRIP Master Funding secured railcar equipment notes
|
941.7
|
|
|
962.5
|
|
||
|
1,327.9
|
|
|
1,365.3
|
|
||
Less: unamortized debt issuance costs
|
(12.7
|
)
|
|
(14.5
|
)
|
||
|
1,315.2
|
|
|
1,350.8
|
|
||
Total non–recourse debt
|
3,631.8
|
|
|
2,375.6
|
|
||
Total debt
|
$
|
4,029.2
|
|
|
$
|
3,241.9
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Coupon rate interest
|
$
|
7.2
|
|
|
$
|
17.4
|
|
|
$
|
17.4
|
|
Amortized debt discount
|
8.2
|
|
|
18.6
|
|
|
17.1
|
|
|||
|
$
|
15.4
|
|
|
$
|
36.0
|
|
|
$
|
34.5
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Recourse:
|
|
||||||||||||||||||||||
Corporate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
400.0
|
|
Non-recourse – leasing (Note 6):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2006 secured railcar equipment notes
|
28.3
|
|
|
29.8
|
|
|
29.2
|
|
|
29.9
|
|
|
16.2
|
|
|
—
|
|
||||||
2009 secured railcar equipment notes
|
11.2
|
|
|
6.6
|
|
|
13.4
|
|
|
14.1
|
|
|
11.8
|
|
|
102.6
|
|
||||||
2010 secured railcar equipment notes
|
7.6
|
|
|
14.2
|
|
|
20.1
|
|
|
21.0
|
|
|
22.5
|
|
|
171.6
|
|
||||||
2017 promissory notes
|
33.1
|
|
|
33.2
|
|
|
33.1
|
|
|
33.2
|
|
|
33.1
|
|
|
494.5
|
|
||||||
2018 secured railcar equipment notes
|
20.0
|
|
|
20.0
|
|
|
20.0
|
|
|
20.0
|
|
|
20.0
|
|
|
372.4
|
|
||||||
TRIHC 2018 secured railcar equipment notes
|
14.2
|
|
|
11.0
|
|
|
11.9
|
|
|
9.3
|
|
|
11.6
|
|
|
223.5
|
|
||||||
TILC warehouse facility
|
11.0
|
|
|
11.0
|
|
|
11.0
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
||||||
Facility termination payments - TILC warehouse facility
|
—
|
|
|
—
|
|
|
—
|
|
|
339.9
|
|
|
—
|
|
|
—
|
|
||||||
TRL 2012 secured railcar equipment notes
|
21.9
|
|
|
19.3
|
|
|
19.9
|
|
|
19.6
|
|
|
22.4
|
|
|
283.1
|
|
||||||
TRIP Master Funding secured railcar equipment notes
|
23.8
|
|
|
32.9
|
|
|
40.5
|
|
|
41.8
|
|
|
37.0
|
|
|
765.7
|
|
||||||
Total principal payments
|
$
|
171.1
|
|
|
$
|
178.0
|
|
|
$
|
199.1
|
|
|
$
|
530.7
|
|
|
$
|
174.6
|
|
|
$
|
2,813.4
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Foreign currency exchange transactions
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
(2.3
|
)
|
Gain on equity investments
|
(0.3
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|||
Pension
|
(4.3
|
)
|
|
(2.7
|
)
|
|
(1.3
|
)
|
|||
Other
|
(0.2
|
)
|
|
2.2
|
|
|
(3.9
|
)
|
|||
Other, net
|
$
|
(3.9
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(7.7
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(19.1
|
)
|
|
$
|
(61.1
|
)
|
|
$
|
(195.9
|
)
|
State
|
(1.5
|
)
|
|
(1.1
|
)
|
|
(3.2
|
)
|
|||
Foreign
|
5.3
|
|
|
4.5
|
|
|
4.4
|
|
|||
Total current
|
(15.3
|
)
|
|
(57.7
|
)
|
|
(194.7
|
)
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
|
|
|
|
|
||||||
Effect of Tax Cuts and Jobs Act
|
(5.9
|
)
|
|
(476.2
|
)
|
|
—
|
|
|||
Other
|
49.1
|
|
|
121.9
|
|
|
294.0
|
|
|||
|
43.2
|
|
|
(354.3
|
)
|
|
294.0
|
|
|||
State
|
14.7
|
|
|
(2.8
|
)
|
|
11.0
|
|
|||
Foreign
|
—
|
|
|
—
|
|
|
(3.5
|
)
|
|||
Total deferred
|
57.9
|
|
|
(357.1
|
)
|
|
301.5
|
|
|||
Provision
|
$
|
42.6
|
|
|
$
|
(414.8
|
)
|
|
$
|
106.8
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation, depletion, and amortization
|
$
|
718.4
|
|
|
$
|
578.9
|
|
Partially-owned subsidiaries basis difference
|
131.7
|
|
|
117.2
|
|
||
Convertible debt
|
—
|
|
|
91.4
|
|
||
Total deferred tax liabilities
|
850.1
|
|
|
787.5
|
|
||
Deferred tax assets:
|
|
|
|
||||
Workers compensation, pensions, and other benefits
|
5.7
|
|
|
6.6
|
|
||
Warranties and reserves
|
8.1
|
|
|
5.8
|
|
||
Equity items
|
34.0
|
|
|
31.9
|
|
||
Tax loss carryforwards and credits
|
65.5
|
|
|
24.8
|
|
||
Inventory
|
8.9
|
|
|
7.2
|
|
||
Accrued liabilities and other
|
9.1
|
|
|
8.1
|
|
||
Total deferred tax assets
|
131.3
|
|
|
84.4
|
|
||
Net deferred tax liabilities before valuation allowances
|
718.8
|
|
|
703.1
|
|
||
Valuation allowances
|
15.1
|
|
|
7.8
|
|
||
Net deferred tax liabilities before reserve for uncertain tax positions
|
733.9
|
|
|
710.9
|
|
||
Deferred tax assets included in reserve for uncertain tax positions
|
(2.3
|
)
|
|
(1.9
|
)
|
||
Adjusted net deferred tax liabilities
|
$
|
731.6
|
|
|
$
|
709.0
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Beginning balance
|
$
|
7.0
|
|
|
$
|
20.7
|
|
|
$
|
56.9
|
|
Additions for tax positions related to the current year
|
—
|
|
|
—
|
|
|
—
|
|
|||
Additions for tax positions of prior years
|
3.0
|
|
|
4.5
|
|
|
1.0
|
|
|||
Reductions for tax positions of prior years
|
(0.3
|
)
|
|
—
|
|
|
(25.8
|
)
|
|||
Settlements
|
(1.5
|
)
|
|
(17.2
|
)
|
|
(7.1
|
)
|
|||
Expiration of statute of limitations
|
(0.1
|
)
|
|
(1.0
|
)
|
|
(4.3
|
)
|
|||
Ending balance
|
$
|
8.1
|
|
|
$
|
7.0
|
|
|
$
|
20.7
|
|
|
Year Ended December 31,
|
||||
|
2018
|
|
2017
|
|
2016
|
Assumptions used to determine benefit obligations at the annual measurement date were:
|
|
|
|
|
|
Obligation discount rate
|
4.45%
|
|
3.79%
|
|
4.34%
|
Compensation increase rate
(1)
|
n/a
|
|
4.00%
|
|
4.00%
|
Assumptions used to determine net periodic benefit costs were:
|
|
|
|
|
|
Obligation discount rate
|
3.79%
|
|
4.34%
|
|
4.79%
|
Long-term rate of return on plan assets
|
5.65%
|
|
6.25%
|
|
6.50%
|
Compensation increase rate
(1)
|
n/a
|
|
4.00%
|
|
4.00%
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Expense Components
|
|
|
|
|
|
||||||
Service cost
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
0.4
|
|
Interest
|
18.3
|
|
|
19.6
|
|
|
20.8
|
|
|||
Expected return on plan assets
|
(27.4
|
)
|
|
(27.2
|
)
|
|
(27.2
|
)
|
|||
Amortization of actuarial loss
|
4.8
|
|
|
4.9
|
|
|
5.1
|
|
|||
Other
|
0.6
|
|
|
—
|
|
|
—
|
|
|||
Net periodic benefit cost
|
(3.6
|
)
|
|
(2.5
|
)
|
|
(0.9
|
)
|
|||
Profit sharing
|
11.1
|
|
|
7.7
|
|
|
7.2
|
|
|||
Net expense
|
$
|
7.5
|
|
|
$
|
5.2
|
|
|
$
|
6.3
|
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Accumulated Benefit Obligations
|
$
|
453.2
|
|
|
$
|
490.0
|
|
Projected Benefit Obligations:
|
|
|
|
||||
Beginning of year
|
$
|
490.0
|
|
|
$
|
459.6
|
|
Service cost
|
0.1
|
|
|
0.2
|
|
||
Interest
|
18.3
|
|
|
19.6
|
|
||
Benefits paid
|
(20.2
|
)
|
|
(19.9
|
)
|
||
Actuarial loss
|
(35.6
|
)
|
|
30.5
|
|
||
Other
|
0.6
|
|
|
—
|
|
||
End of year
|
$
|
453.2
|
|
|
$
|
490.0
|
|
Plans' Assets:
|
|
|
|
||||
Beginning of year
|
$
|
488.0
|
|
|
$
|
442.5
|
|
Actual return on assets
|
(20.7
|
)
|
|
62.9
|
|
||
Employer contributions
|
31.6
|
|
|
2.5
|
|
||
Benefits paid
|
(20.2
|
)
|
|
(19.9
|
)
|
||
End of year
|
$
|
478.7
|
|
|
$
|
488.0
|
|
|
|
|
|
||||
Consolidated Balance Sheet Components:
|
|
|
|
||||
Other assets
|
$
|
39.4
|
|
|
$
|
13.1
|
|
Accrued liabilities
|
(13.9
|
)
|
|
(15.1
|
)
|
||
Net funded status
|
$
|
25.5
|
|
|
$
|
(2.0
|
)
|
Percent of projected benefit obligations funded
|
105.6
|
%
|
|
99.6
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Actuarial (loss) gain
|
$
|
(12.5
|
)
|
|
$
|
5.2
|
|
|
$
|
(5.3
|
)
|
Amortization of actuarial loss
|
4.8
|
|
|
4.9
|
|
|
5.1
|
|
|||
Total before income taxes
|
(7.7
|
)
|
|
10.1
|
|
|
(0.2
|
)
|
|||
Income tax (benefit) expense
|
(1.8
|
)
|
|
3.1
|
|
|
(0.1
|
)
|
|||
Net amount recognized in other comprehensive (loss) income
|
$
|
(5.9
|
)
|
|
$
|
7.0
|
|
|
$
|
(0.1
|
)
|
|
Target
Allocation |
|
December 31,
2018 |
||
Cash and cash equivalents
|
—
|
%
|
|
3
|
%
|
Liability hedging portfolio
|
90
|
%
|
|
82
|
%
|
Growth portfolio
|
10
|
%
|
|
15
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
Fair Value Measurement as of December 31, 2018
|
||||||||||||||
|
(in millions)
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Temporary cash investments
|
$
|
14.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14.0
|
|
Fixed Income - Government and agencies
|
—
|
|
|
77.1
|
|
|
—
|
|
|
77.1
|
|
||||
Fixed Income - Corporate
|
—
|
|
|
309.1
|
|
|
—
|
|
|
309.1
|
|
||||
Fixed Income - Collateralized mortgage backed
|
—
|
|
|
2.1
|
|
|
—
|
|
|
2.1
|
|
||||
Equity common trust funds
|
—
|
|
|
69.7
|
|
|
—
|
|
|
69.7
|
|
||||
Debt common trust funds
|
—
|
|
|
—
|
|
|
6.7
|
|
|
6.7
|
|
||||
|
$
|
14.0
|
|
|
$
|
458.0
|
|
|
$
|
6.7
|
|
|
$
|
478.7
|
|
|
Fair Value Measurement as of December 31, 2017
|
||||||||||||||
|
(in millions)
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Temporary cash investments
|
$
|
7.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.3
|
|
Debt common trust funds
|
—
|
|
|
292.8
|
|
|
—
|
|
|
292.8
|
|
||||
Equity common trust funds
|
—
|
|
|
187.9
|
|
|
—
|
|
|
187.9
|
|
||||
|
$
|
7.3
|
|
|
$
|
480.7
|
|
|
$
|
—
|
|
|
$
|
488.0
|
|
|
Year Ending December 31,
|
||
|
(in millions)
|
||
2019
|
$
|
23.7
|
|
2020
|
24.5
|
|
|
2021
|
25.4
|
|
|
2022
|
26.4
|
|
|
2023
|
27.2
|
|
|
2024-2028
|
144.7
|
|
|
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, 2016
|
$
|
(23.7
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(89.7
|
)
|
|
$
|
(113.5
|
)
|
Other comprehensive income (loss), net of tax, before reclassifications
|
1.3
|
|
|
(0.9
|
)
|
|
3.6
|
|
|
4.0
|
|
||||
Amounts reclassified from accumulated other comprehensive loss, net of tax benefit of $-, $0.7, $1.5, and $2.2
|
—
|
|
|
3.9
|
|
|
3.4
|
|
|
7.3
|
|
||||
Less: noncontrolling interest
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
(2.6
|
)
|
||||
Other comprehensive income
|
1.3
|
|
|
0.4
|
|
|
7.0
|
|
|
8.7
|
|
||||
Balances at December 31, 2017
|
(22.4
|
)
|
|
0.3
|
|
|
(82.7
|
)
|
|
(104.8
|
)
|
||||
Other comprehensive loss, net of tax, before reclassifications
|
—
|
|
|
(9.6
|
)
|
|
(9.5
|
)
|
|
(19.1
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss, net of tax benefit of $-, $-, $1.1, and $1.1
|
—
|
|
|
2.3
|
|
|
3.6
|
|
|
5.9
|
|
||||
Less: noncontrolling interest
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
(1.4
|
)
|
||||
Other comprehensive loss
|
—
|
|
|
(8.7
|
)
|
|
(5.9
|
)
|
|
(14.6
|
)
|
||||
Spin-off of Arcosa
|
21.3
|
|
|
—
|
|
|
—
|
|
|
21.3
|
|
||||
Cumulative effect of adopting accounting standard (see Note 1)
|
(0.2
|
)
|
|
0.1
|
|
|
(18.6
|
)
|
|
(18.7
|
)
|
||||
Balances at December 31, 2018
|
$
|
(1.3
|
)
|
|
$
|
(8.3
|
)
|
|
$
|
(107.2
|
)
|
|
$
|
(116.8
|
)
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Terms (Years)
|
|
Aggregate Intrinsic Value
|
|||
|
|
|
|
|
|
|
(in millions)
|
|||
Options outstanding at December 31, 2017
|
34,343
|
|
|
$
|
8.12
|
|
|
0.9
|
|
$1.0
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|
Exercised
|
(34,343
|
)
|
|
8.12
|
|
|
|
|
|
|
Cancelled
|
—
|
|
|
—
|
|
|
|
|
|
|
Options outstanding at December 31, 2018
|
—
|
|
|
$
|
—
|
|
|
0.0
|
|
$—
|
|
Number of Restricted Share Awards
|
|
Weighted Average Grant-Date
Fair Value per Award |
|||
Restricted share awards outstanding at December 31, 2017
|
6,810,381
|
|
|
$
|
21.91
|
|
Granted
|
1,375,017
|
|
|
35.02
|
|
|
Vested
|
(1,231,614
|
)
|
|
24.41
|
|
|
Forfeited
|
(692,637
|
)
|
|
26.33
|
|
|
Cancelled in connection with Arcosa spin-off
(1)
|
(1,639,283
|
)
|
|
28.87
|
|
|
Spin-off adjustment for outstanding awards
(2)
|
1,335,938
|
|
|
20.48
|
|
|
Restricted share awards outstanding at December 31, 2018
(3)
|
5,957,802
|
|
|
$
|
21.67
|
|
|
Year Ended
December 31, 2018 |
|||||||||
|
(in millions, except per share amounts)
|
|||||||||
|
Income
(Loss)
|
|
Average
Shares
|
|
EPS
|
|||||
Net income from continuing operations attributable to Trinity Industries, Inc.
|
$
|
105.2
|
|
|
|
|
|
|||
Unvested restricted share participation
|
(2.2
|
)
|
|
|
|
|
||||
Net income from continuing operations attributable to Trinity Industries, Inc. – basic
|
103.0
|
|
|
144.0
|
|
|
$
|
0.72
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Nonparticipating unvested restricted shares and stock options
|
—
|
|
|
1.0
|
|
|
|
|||
Convertible subordinated notes
|
—
|
|
|
1.4
|
|
|
|
|||
Net income from continuing operations attributable to Trinity Industries, Inc. – diluted
|
$
|
103.0
|
|
|
146.4
|
|
|
$
|
0.70
|
|
|
|
|
|
|
|
|||||
Net income from discontinued operations, net of taxes
|
$
|
54.1
|
|
|
|
|
|
|||
Unvested restricted share participation
|
(0.6
|
)
|
|
|
|
|
||||
Net income from discontinued operations, net of taxes – basic
|
53.5
|
|
|
144.0
|
|
|
$
|
0.37
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Nonparticipating unvested restricted shares and stock options
|
—
|
|
|
1.0
|
|
|
|
|||
Convertible subordinated notes
|
—
|
|
|
1.4
|
|
|
|
|||
Net income from discontinued operations, net of taxes – diluted
|
$
|
53.5
|
|
|
146.4
|
|
|
$
|
0.37
|
|
|
Year Ended
December 31, 2017 |
|||||||||
|
(in millions, except per share amounts)
|
|||||||||
|
Income
(Loss)
|
|
Average
Shares
|
|
EPS
|
|||||
Net income from continuing operations attributable to Trinity Industries, Inc.
|
$
|
599.1
|
|
|
|
|
|
|||
Unvested restricted share participation
|
(13.5
|
)
|
|
|
|
|
||||
Net income from continuing operations attributable to Trinity Industries, Inc. – basic
|
585.6
|
|
|
148.6
|
|
|
$
|
3.94
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Nonparticipating unvested restricted shares and stock options
|
—
|
|
|
0.5
|
|
|
|
|||
Convertible subordinated notes
|
0.3
|
|
|
2.9
|
|
|
|
|||
Net income from continuing operations attributable to Trinity Industries, Inc. – diluted
|
$
|
585.9
|
|
|
152.0
|
|
|
$
|
3.85
|
|
|
|
|
|
|
|
|||||
Net income from discontinued operations, net of taxes
|
$
|
103.4
|
|
|
|
|
|
|||
Unvested restricted share participation
|
(1.9
|
)
|
|
|
|
|
||||
Net income from discontinued operations, net of taxes – basic
|
101.5
|
|
|
148.6
|
|
|
$
|
0.68
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Nonparticipating unvested restricted shares and stock options
|
—
|
|
|
0.5
|
|
|
|
|||
Convertible subordinated notes
|
—
|
|
|
2.9
|
|
|
|
|||
Net income from discontinued operations, net of taxes – diluted
|
$
|
101.5
|
|
|
152.0
|
|
|
$
|
0.67
|
|
|
Year Ended
December 31, 2016 |
|||||||||
|
(in millions, except per share amounts)
|
|||||||||
|
Income
(Loss)
|
|
Average
Shares
|
|
EPS
|
|||||
Net income from continuing operations attributable to Trinity Industries, Inc.
|
$
|
182.1
|
|
|
|
|
|
|||
Unvested restricted share participation
|
(5.8
|
)
|
|
|
|
|
||||
Net income from continuing operations attributable to Trinity Industries, Inc. – basic
|
176.3
|
|
|
148.4
|
|
|
$
|
1.19
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Nonparticipating unvested restricted shares and stock options
|
—
|
|
|
—
|
|
|
|
|||
Convertible subordinated notes
|
—
|
|
|
0.2
|
|
|
|
|||
Net income from continuing operations attributable to Trinity Industries, Inc. – diluted
|
$
|
176.3
|
|
|
148.6
|
|
|
$
|
1.19
|
|
|
|
|
|
|
|
|||||
Net income from discontinued operations, net of taxes
|
$
|
161.5
|
|
|
|
|
|
|||
Unvested restricted share participation
|
(3.6
|
)
|
|
|
|
|
||||
Net income from discontinued operations, net of taxes – basic
|
157.9
|
|
|
148.4
|
|
|
$
|
1.06
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Nonparticipating unvested restricted shares and stock options
|
—
|
|
|
—
|
|
|
|
|||
Convertible subordinated notes
|
—
|
|
|
0.2
|
|
|
|
|||
Net income from discontinued operations, net of taxes – diluted
|
$
|
157.9
|
|
|
148.6
|
|
|
$
|
1.06
|
|
Statement of Operations and Comprehensive Income
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent
|
|
Combined
Guarantor Subsidiaries |
|
Combined
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
1,631.7
|
|
|
$
|
1,291.7
|
|
|
$
|
(414.3
|
)
|
|
$
|
2,509.1
|
|
Cost of revenues
|
2.0
|
|
|
1,395.6
|
|
|
988.4
|
|
|
(447.2
|
)
|
|
1,938.8
|
|
|||||
Selling, engineering, and administrative expenses
|
141.7
|
|
|
107.2
|
|
|
47.7
|
|
|
—
|
|
|
296.6
|
|
|||||
Gains on dispositions on property
|
1.0
|
|
|
15.7
|
|
|
24.7
|
|
|
—
|
|
|
41.4
|
|
|||||
|
142.7
|
|
|
1,487.1
|
|
|
1,011.4
|
|
|
(447.2
|
)
|
|
2,194.0
|
|
|||||
Operating profit (loss)
|
(142.7
|
)
|
|
144.6
|
|
|
280.3
|
|
|
32.9
|
|
|
315.1
|
|
|||||
Other (income) expense
|
(16.9
|
)
|
|
38.1
|
|
|
142.3
|
|
|
—
|
|
|
163.5
|
|
|||||
Equity in earnings of subsidiaries, net of taxes
|
300.0
|
|
|
107.5
|
|
|
—
|
|
|
(407.5
|
)
|
|
—
|
|
|||||
Income (loss) before income taxes
|
174.2
|
|
|
214.0
|
|
|
138.0
|
|
|
(374.6
|
)
|
|
151.6
|
|
|||||
Provision (benefit) for income taxes
|
(1.1
|
)
|
|
44.2
|
|
|
15.5
|
|
|
(16.0
|
)
|
|
42.6
|
|
|||||
Income (loss) from continuing operations
|
175.3
|
|
|
169.8
|
|
|
122.5
|
|
|
(358.6
|
)
|
|
109.0
|
|
|||||
Income (loss) from discontinued operations, net of income taxes
|
(16.0
|
)
|
|
—
|
|
|
70.1
|
|
|
—
|
|
|
54.1
|
|
|||||
Net income (loss)
|
159.3
|
|
|
169.8
|
|
|
192.6
|
|
|
(358.6
|
)
|
|
163.1
|
|
|||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|
3.8
|
|
|||||
Net income (loss) attributable to controlling interest
|
$
|
159.3
|
|
|
$
|
169.8
|
|
|
$
|
192.6
|
|
|
$
|
(362.4
|
)
|
|
$
|
159.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
159.3
|
|
|
$
|
169.8
|
|
|
$
|
192.6
|
|
|
$
|
(358.6
|
)
|
|
$
|
163.1
|
|
Other comprehensive loss
|
(5.8
|
)
|
|
(0.4
|
)
|
|
(7.0
|
)
|
|
—
|
|
|
(13.2
|
)
|
|||||
Comprehensive income
|
153.5
|
|
|
169.4
|
|
|
185.6
|
|
|
(358.6
|
)
|
|
149.9
|
|
|||||
Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
5.2
|
|
|
5.2
|
|
|||||
Comprehensive income attributable to controlling interest
|
$
|
153.5
|
|
|
$
|
169.4
|
|
|
$
|
185.6
|
|
|
$
|
(363.8
|
)
|
|
$
|
144.7
|
|
Statement of Operations and Comprehensive Income
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent
|
|
Combined
Guarantor Subsidiaries |
|
Combined
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
1,649.6
|
|
|
$
|
1,096.6
|
|
|
$
|
(348.8
|
)
|
|
$
|
2,397.4
|
|
Cost of revenues
|
3.0
|
|
|
1,314.6
|
|
|
831.2
|
|
|
(373.6
|
)
|
|
1,775.2
|
|
|||||
Selling, engineering, and administrative expenses
|
166.9
|
|
|
124.3
|
|
|
48.1
|
|
|
—
|
|
|
339.3
|
|
|||||
Gains on dispositions on property
|
1.1
|
|
|
71.0
|
|
|
13.3
|
|
|
—
|
|
|
85.4
|
|
|||||
|
168.8
|
|
|
1,367.9
|
|
|
866.0
|
|
|
(373.6
|
)
|
|
2,029.1
|
|
|||||
Operating profit (loss)
|
(168.8
|
)
|
|
281.7
|
|
|
230.6
|
|
|
24.8
|
|
|
368.3
|
|
|||||
Other (income) expense
|
(158.6
|
)
|
|
122.4
|
|
|
209.1
|
|
|
—
|
|
|
172.9
|
|
|||||
Equity in earnings of subsidiaries, net of taxes
|
617.1
|
|
|
59.3
|
|
|
—
|
|
|
(676.4
|
)
|
|
—
|
|
|||||
Income (loss) before income taxes
|
606.9
|
|
|
218.6
|
|
|
21.5
|
|
|
(651.6
|
)
|
|
195.4
|
|
|||||
Provision (benefit) for income taxes
|
(86.9
|
)
|
|
(310.2
|
)
|
|
5.8
|
|
|
(23.5
|
)
|
|
(414.8
|
)
|
|||||
Income (loss) from continuing operations
|
693.8
|
|
|
528.8
|
|
|
15.7
|
|
|
(628.1
|
)
|
|
610.2
|
|
|||||
Income from discontinued operations, net of income taxes
|
8.7
|
|
|
—
|
|
|
94.7
|
|
|
—
|
|
|
103.4
|
|
|||||
Net income (loss)
|
702.5
|
|
|
528.8
|
|
|
110.4
|
|
|
(628.1
|
)
|
|
713.6
|
|
|||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
11.1
|
|
|
11.1
|
|
|||||
Net income (loss) attributable to controlling interest
|
$
|
702.5
|
|
|
$
|
528.8
|
|
|
$
|
110.4
|
|
|
$
|
(639.2
|
)
|
|
$
|
702.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
702.5
|
|
|
$
|
528.8
|
|
|
$
|
110.4
|
|
|
$
|
(628.1
|
)
|
|
$
|
713.6
|
|
Other comprehensive income (loss)
|
8.3
|
|
|
0.2
|
|
|
2.8
|
|
|
—
|
|
|
11.3
|
|
|||||
Comprehensive income
|
710.8
|
|
|
529.0
|
|
|
113.2
|
|
|
(628.1
|
)
|
|
724.9
|
|
|||||
Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
13.7
|
|
|
13.7
|
|
|||||
Comprehensive income attributable to controlling interest
|
$
|
710.8
|
|
|
$
|
529.0
|
|
|
$
|
113.2
|
|
|
$
|
(641.8
|
)
|
|
$
|
711.2
|
|
Statement of Operations and Comprehensive Income
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent
|
|
Combined
Guarantor Subsidiaries |
|
Combined
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
2,386.1
|
|
|
$
|
1,152.6
|
|
|
$
|
(448.9
|
)
|
|
$
|
3,089.8
|
|
Cost of revenues
|
(1.4
|
)
|
|
1,893.8
|
|
|
890.7
|
|
|
(471.1
|
)
|
|
2,312.0
|
|
|||||
Selling, engineering, and administrative expenses
|
147.6
|
|
|
117.5
|
|
|
48.8
|
|
|
—
|
|
|
313.9
|
|
|||||
Gains on dispositions on property
|
—
|
|
|
11.1
|
|
|
3.9
|
|
|
—
|
|
|
15.0
|
|
|||||
|
146.2
|
|
|
2,000.2
|
|
|
935.6
|
|
|
(471.1
|
)
|
|
2,610.9
|
|
|||||
Operating profit (loss)
|
(146.2
|
)
|
|
385.9
|
|
|
217.0
|
|
|
22.2
|
|
|
478.9
|
|
|||||
Other (income) expense
|
(128.8
|
)
|
|
109.0
|
|
|
188.7
|
|
|
—
|
|
|
168.9
|
|
|||||
Equity in earnings of subsidiaries, net of taxes
|
353.7
|
|
|
45.8
|
|
|
—
|
|
|
(399.5
|
)
|
|
—
|
|
|||||
Income (loss) before income taxes
|
336.3
|
|
|
322.7
|
|
|
28.3
|
|
|
(377.3
|
)
|
|
310.0
|
|
|||||
Provision (benefit) for income taxes
|
16.0
|
|
|
143.5
|
|
|
7.1
|
|
|
(59.8
|
)
|
|
106.8
|
|
|||||
Income (loss) from continuing operations
|
320.3
|
|
|
179.2
|
|
|
21.2
|
|
|
(317.5
|
)
|
|
203.2
|
|
|||||
Income from discontinued operations, net of income taxes
|
23.3
|
|
|
—
|
|
|
138.2
|
|
|
—
|
|
|
161.5
|
|
|||||
Net income (loss)
|
343.6
|
|
|
179.2
|
|
|
159.4
|
|
|
(317.5
|
)
|
|
364.7
|
|
|||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
21.1
|
|
|
21.1
|
|
|||||
Net income (loss) attributable to controlling interest
|
$
|
343.6
|
|
|
$
|
179.2
|
|
|
$
|
159.4
|
|
|
$
|
(338.6
|
)
|
|
$
|
343.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
343.6
|
|
|
$
|
179.2
|
|
|
$
|
159.4
|
|
|
$
|
(317.5
|
)
|
|
$
|
364.7
|
|
Other comprehensive income
|
0.6
|
|
|
0.1
|
|
|
4.3
|
|
|
—
|
|
|
5.0
|
|
|||||
Comprehensive income (loss)
|
344.2
|
|
|
179.3
|
|
|
163.7
|
|
|
(317.5
|
)
|
|
369.7
|
|
|||||
Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
24.2
|
|
|
24.2
|
|
|||||
Comprehensive income (loss) attributable to controlling interest
|
$
|
344.2
|
|
|
$
|
179.3
|
|
|
$
|
163.7
|
|
|
$
|
(341.7
|
)
|
|
$
|
345.5
|
|
Balance Sheet
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent
|
|
Combined
Guarantor Subsidiaries |
|
Combined
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
154.7
|
|
|
$
|
4.1
|
|
|
$
|
59.1
|
|
|
$
|
(38.7
|
)
|
|
$
|
179.2
|
|
Short-term marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Receivables, net of allowance
|
12.5
|
|
|
144.9
|
|
|
119.2
|
|
|
—
|
|
|
276.6
|
|
|||||
Income tax receivable
|
40.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40.4
|
|
|||||
Inventory
|
—
|
|
|
448.0
|
|
|
77.9
|
|
|
(1.2
|
)
|
|
524.7
|
|
|||||
Property, plant, and equipment, net
|
42.0
|
|
|
1,371.9
|
|
|
5,644.1
|
|
|
(723.6
|
)
|
|
6,334.4
|
|
|||||
Investments in and advances to subsidiaries
|
4,557.8
|
|
|
3,091.7
|
|
|
551.1
|
|
|
(8,200.6
|
)
|
|
—
|
|
|||||
Restricted cash
|
—
|
|
|
—
|
|
|
132.9
|
|
|
38.7
|
|
|
171.6
|
|
|||||
Goodwill and other assets
|
205.1
|
|
|
186.9
|
|
|
118.0
|
|
|
(47.7
|
)
|
|
462.3
|
|
|||||
|
$
|
5,012.5
|
|
|
$
|
5,247.5
|
|
|
$
|
6,702.3
|
|
|
$
|
(8,973.1
|
)
|
|
$
|
7,989.2
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
8.6
|
|
|
$
|
122.1
|
|
|
$
|
81.8
|
|
|
$
|
(0.4
|
)
|
|
$
|
212.1
|
|
Accrued liabilities
|
184.3
|
|
|
51.5
|
|
|
132.6
|
|
|
(0.1
|
)
|
|
368.3
|
|
|||||
Debt
|
397.4
|
|
|
—
|
|
|
3,631.8
|
|
|
—
|
|
|
4,029.2
|
|
|||||
Deferred income
|
—
|
|
|
16.5
|
|
|
1.2
|
|
|
—
|
|
|
17.7
|
|
|||||
Deferred income taxes
|
—
|
|
|
790.5
|
|
|
—
|
|
|
(47.4
|
)
|
|
743.1
|
|
|||||
Advances from subsidiaries
|
1,803.4
|
|
|
—
|
|
|
—
|
|
|
(1,803.4
|
)
|
|
—
|
|
|||||
Other liabilities
|
56.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56.8
|
|
|||||
Total stockholders' equity
|
2,562.0
|
|
|
4,266.9
|
|
|
2,854.9
|
|
|
(7,121.8
|
)
|
|
2,562.0
|
|
|||||
|
$
|
5,012.5
|
|
|
$
|
5,247.5
|
|
|
$
|
6,702.3
|
|
|
$
|
(8,973.1
|
)
|
|
$
|
7,989.2
|
|
Balance Sheet
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent
|
|
Combined
Guarantor Subsidiaries |
|
Combined
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
763.9
|
|
|
$
|
1.6
|
|
|
$
|
65.3
|
|
|
$
|
(52.2
|
)
|
|
$
|
778.6
|
|
Short-term marketable securities
|
319.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
319.5
|
|
|||||
Receivables, net of allowance
|
1.1
|
|
|
134.5
|
|
|
68.8
|
|
|
—
|
|
|
204.4
|
|
|||||
Income tax receivable
|
24.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24.0
|
|
|||||
Inventory
|
—
|
|
|
341.2
|
|
|
62.2
|
|
|
(0.6
|
)
|
|
402.8
|
|
|||||
Property, plant, and equipment, net
|
47.6
|
|
|
2,161.1
|
|
|
3,865.8
|
|
|
(516.7
|
)
|
|
5,557.8
|
|
|||||
Investments in and advances to subsidiaries
|
5,845.4
|
|
|
1,807.3
|
|
|
528.6
|
|
|
(8,181.3
|
)
|
|
—
|
|
|||||
Restricted cash
|
—
|
|
|
—
|
|
|
143.0
|
|
|
52.2
|
|
|
195.2
|
|
|||||
Goodwill and other assets
|
130.7
|
|
|
189.8
|
|
|
88.6
|
|
|
(2.4
|
)
|
|
406.7
|
|
|||||
Assets of discontinued operations
|
—
|
|
|
—
|
|
|
1,654.2
|
|
|
—
|
|
|
1,654.2
|
|
|||||
|
$
|
7,132.2
|
|
|
$
|
4,635.5
|
|
|
$
|
6,476.5
|
|
|
$
|
(8,701.0
|
)
|
|
$
|
9,543.2
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
7.2
|
|
|
$
|
48.3
|
|
|
$
|
64.1
|
|
|
$
|
(0.1
|
)
|
|
$
|
119.5
|
|
Accrued liabilities
|
182.4
|
|
|
47.4
|
|
|
92.7
|
|
|
(0.6
|
)
|
|
321.9
|
|
|||||
Debt
|
838.1
|
|
|
28.3
|
|
|
2,375.5
|
|
|
—
|
|
|
3,241.9
|
|
|||||
Deferred income
|
—
|
|
|
19.2
|
|
|
1.4
|
|
|
(0.1
|
)
|
|
20.5
|
|
|||||
Deferred income taxes
|
54.6
|
|
|
675.2
|
|
|
—
|
|
|
(1.5
|
)
|
|
728.3
|
|
|||||
Advances from subsidiaries
|
1,137.4
|
|
|
—
|
|
|
—
|
|
|
(1,137.4
|
)
|
|
—
|
|
|||||
Liabilities of discontinued operations
|
—
|
|
|
—
|
|
|
198.4
|
|
|
—
|
|
|
198.4
|
|
|||||
Other liabilities
|
54.5
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
54.7
|
|
|||||
Total stockholders' equity
|
4,858.0
|
|
|
3,817.1
|
|
|
3,744.2
|
|
|
(7,561.3
|
)
|
|
4,858.0
|
|
|||||
|
$
|
7,132.2
|
|
|
$
|
4,635.5
|
|
|
$
|
6,476.5
|
|
|
$
|
(8,701.0
|
)
|
|
$
|
9,543.2
|
|
Statement of Cash Flows
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent
|
|
Combined
Guarantor Subsidiaries |
|
Combined
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
159.3
|
|
|
$
|
169.8
|
|
|
$
|
192.6
|
|
|
$
|
(358.6
|
)
|
|
$
|
163.1
|
|
(Income) loss from discontinued operations
|
16.0
|
|
|
—
|
|
|
(70.1
|
)
|
|
—
|
|
|
(54.1
|
)
|
|||||
Equity in earnings of subsidiaries, net of taxes
|
(300.0
|
)
|
|
(107.5
|
)
|
|
—
|
|
|
407.5
|
|
|
—
|
|
|||||
Other
|
(57.8
|
)
|
|
115.2
|
|
|
121.8
|
|
|
(14.0
|
)
|
|
165.2
|
|
|||||
Net cash provided (required) by operating activities - continuing
|
(182.5
|
)
|
|
177.5
|
|
|
244.3
|
|
|
34.9
|
|
|
274.2
|
|
|||||
Net cash provided by operating activities - discontinued
|
(16.0
|
)
|
|
—
|
|
|
120.9
|
|
|
—
|
|
|
104.9
|
|
|||||
Net cash provided (required) by operating activities
|
(198.5
|
)
|
|
177.5
|
|
|
365.2
|
|
|
34.9
|
|
|
379.1
|
|
|||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
(Increase) decrease in short-term marketable securities
|
319.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
319.5
|
|
|||||
Proceeds from railcar lease fleet sales owned more than one year
|
—
|
|
|
759.5
|
|
|
118.7
|
|
|
(647.7
|
)
|
|
230.5
|
|
|||||
Proceeds from disposition of property and other assets
|
0.2
|
|
|
4.1
|
|
|
12.8
|
|
|
—
|
|
|
17.1
|
|
|||||
Capital expenditures – leasing
|
—
|
|
|
(807.3
|
)
|
|
(788.7
|
)
|
|
647.7
|
|
|
(948.3
|
)
|
|||||
Capital expenditures – manufacturing and other
|
(14.5
|
)
|
|
(13.8
|
)
|
|
(9.0
|
)
|
|
—
|
|
|
(37.3
|
)
|
|||||
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
(Increase) decrease in investment in partially-owned subsidiaries
|
—
|
|
|
7.1
|
|
|
—
|
|
|
(7.1
|
)
|
|
—
|
|
|||||
Divestitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other
|
—
|
|
|
(1.9
|
)
|
|
8.1
|
|
|
—
|
|
|
6.2
|
|
|||||
Net cash provided (required) by investing activities - continuing
|
305.2
|
|
|
(52.3
|
)
|
|
(658.1
|
)
|
|
(7.1
|
)
|
|
(412.3
|
)
|
|||||
Net cash provided by investing activities - discontinued
|
—
|
|
|
—
|
|
|
(78.2
|
)
|
|
—
|
|
|
(78.2
|
)
|
|||||
Net cash provided (required) by investing activities
|
305.2
|
|
|
(52.3
|
)
|
|
(736.3
|
)
|
|
(7.1
|
)
|
|
(490.5
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of common stock, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Excess tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Payments to retire debt
|
(647.6
|
)
|
|
(1.8
|
)
|
|
(238.4
|
)
|
|
—
|
|
|
(887.8
|
)
|
|||||
Proceeds from issuance of debt
|
—
|
|
|
—
|
|
|
1,206.6
|
|
|
—
|
|
|
1,206.6
|
|
|||||
Shares repurchased
|
(506.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(506.1
|
)
|
|||||
Dividends paid to common shareholders
|
(77.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(77.4
|
)
|
|||||
Purchase of shares to satisfy employee tax on vested stock
|
(12.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.2
|
)
|
|||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
(10.9
|
)
|
|
—
|
|
|
(10.9
|
)
|
|||||
Distributions to controlling interest in partially-owned leasing subsidiaries
|
—
|
|
|
—
|
|
|
11.0
|
|
|
(11.0
|
)
|
|
—
|
|
|||||
Change in intercompany financing between entities
|
527.4
|
|
|
(120.9
|
)
|
|
(389.7
|
)
|
|
(16.8
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|
—
|
|
|
(3.3
|
)
|
|||||
Net cash provided (required) by financing activities - continuing
|
(715.9
|
)
|
|
(122.7
|
)
|
|
575.3
|
|
|
(27.8
|
)
|
|
(291.1
|
)
|
|||||
Cash distributions to Arcosa, Inc. in connection with the spin-off transaction
|
—
|
|
|
—
|
|
|
(220.5
|
)
|
|
—
|
|
|
(220.5
|
)
|
|||||
Net cash provided (required) by financing activities
|
(715.9
|
)
|
|
(122.7
|
)
|
|
354.8
|
|
|
(27.8
|
)
|
|
(511.6
|
)
|
|||||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
(609.2
|
)
|
|
2.5
|
|
|
(16.3
|
)
|
|
—
|
|
|
(623.0
|
)
|
|||||
Cash, cash equivalents, and restricted cash at beginning of period
|
763.9
|
|
|
1.6
|
|
|
208.3
|
|
|
—
|
|
|
973.8
|
|
|||||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
154.7
|
|
|
$
|
4.1
|
|
|
$
|
192.0
|
|
|
$
|
—
|
|
|
$
|
350.8
|
|
Statement of Cash Flows
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent
|
|
Combined
Guarantor Subsidiaries |
|
Combined
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
702.5
|
|
|
$
|
528.8
|
|
|
$
|
110.4
|
|
|
$
|
(628.1
|
)
|
|
$
|
713.6
|
|
Income from discontinued operations
|
(8.7
|
)
|
|
—
|
|
|
(94.7
|
)
|
|
—
|
|
|
(103.4
|
)
|
|||||
Equity in earnings of subsidiaries, net of taxes
|
(617.1
|
)
|
|
(59.3
|
)
|
|
—
|
|
|
676.4
|
|
|
—
|
|
|||||
Other
|
115.6
|
|
|
(263.8
|
)
|
|
143.0
|
|
|
5.1
|
|
|
(0.1
|
)
|
|||||
Net cash provided by operating activities - continuing
|
192.3
|
|
|
205.7
|
|
|
158.7
|
|
|
53.4
|
|
|
610.1
|
|
|||||
Net cash provided by operating activities - discontinued
|
8.7
|
|
|
—
|
|
|
142.8
|
|
|
—
|
|
|
151.5
|
|
|||||
Net cash provided by operating activities
|
201.0
|
|
|
205.7
|
|
|
301.5
|
|
|
53.4
|
|
|
761.6
|
|
|||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
(Increase) decrease in short-term marketable securities
|
(84.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(84.8
|
)
|
|||||
Proceeds from railcar lease fleet sales owned more than one year
|
—
|
|
|
663.3
|
|
|
61.3
|
|
|
(363.9
|
)
|
|
360.7
|
|
|||||
Proceeds from disposition of property and other assets
|
—
|
|
|
1.4
|
|
|
6.4
|
|
|
—
|
|
|
7.8
|
|
|||||
Capital expenditures – leasing
|
—
|
|
|
(589.8
|
)
|
|
(382.4
|
)
|
|
363.9
|
|
|
(608.3
|
)
|
|||||
Capital expenditures – manufacturing and other
|
(7.7
|
)
|
|
(5.2
|
)
|
|
(9.1
|
)
|
|
—
|
|
|
(22.0
|
)
|
|||||
(Increase) decrease in investment in partially-owned subsidiaries
|
—
|
|
|
35.0
|
|
|
—
|
|
|
(35.0
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|||||
Net cash provided (required) by investing activities - continuing
|
(92.5
|
)
|
|
104.7
|
|
|
(323.5
|
)
|
|
(35.0
|
)
|
|
(346.3
|
)
|
|||||
Net cash required by investing activities - discontinued
|
—
|
|
|
—
|
|
|
(126.4
|
)
|
|
—
|
|
|
(126.4
|
)
|
|||||
Net cash provided (required) by investing activities
|
(92.5
|
)
|
|
104.7
|
|
|
(449.9
|
)
|
|
(35.0
|
)
|
|
(472.7
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Payments to retire debt
|
—
|
|
|
(3.8
|
)
|
|
(371.5
|
)
|
|
—
|
|
|
(375.3
|
)
|
|||||
Proceeds from issuance of debt
|
—
|
|
|
—
|
|
|
533.5
|
|
|
—
|
|
|
533.5
|
|
|||||
Shares repurchased
|
(79.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(79.4
|
)
|
|||||
Dividends paid to common shareholders
|
(72.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(72.6
|
)
|
|||||
Purchase of shares to satisfy employee tax on vested stock
|
(14.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.4
|
)
|
|||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
(48.7
|
)
|
|
—
|
|
|
(48.7
|
)
|
|||||
Distributions to controlling interest in partially-owned leasing subsidiaries
|
—
|
|
|
—
|
|
|
(35.0
|
)
|
|
35.0
|
|
|
—
|
|
|||||
Change in intercompany financing between entities
|
283.9
|
|
|
(310.3
|
)
|
|
79.8
|
|
|
(53.4
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||
Net cash provided (required) by financing activities
|
117.5
|
|
|
(314.1
|
)
|
|
158.3
|
|
|
(18.4
|
)
|
|
(56.7
|
)
|
|||||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
226.0
|
|
|
(3.7
|
)
|
|
9.9
|
|
|
—
|
|
|
232.2
|
|
|||||
Cash, cash equivalents, and restricted cash at beginning of period
|
537.9
|
|
|
5.3
|
|
|
198.4
|
|
|
—
|
|
|
741.6
|
|
|||||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
763.9
|
|
|
$
|
1.6
|
|
|
$
|
208.3
|
|
|
$
|
—
|
|
|
$
|
973.8
|
|
Statement of Cash Flows
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent
|
|
Combined
Guarantor Subsidiaries |
|
Combined
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
343.6
|
|
|
$
|
179.2
|
|
|
$
|
159.4
|
|
|
$
|
(317.5
|
)
|
|
$
|
364.7
|
|
Income from discontinued operations
|
(23.3
|
)
|
|
—
|
|
|
(138.2
|
)
|
|
—
|
|
|
(161.5
|
)
|
|||||
Equity in earnings of subsidiaries, net of taxes
|
(353.7
|
)
|
|
(45.8
|
)
|
|
—
|
|
|
399.5
|
|
|
—
|
|
|||||
Other
|
85.4
|
|
|
436.5
|
|
|
148.6
|
|
|
(36.2
|
)
|
|
634.3
|
|
|||||
Net cash provided by operating activities - continuing
|
52.0
|
|
|
569.9
|
|
|
169.8
|
|
|
45.8
|
|
|
837.5
|
|
|||||
Net cash provided by operating activities - discontinued
|
23.3
|
|
|
—
|
|
|
229.4
|
|
|
—
|
|
|
252.7
|
|
|||||
Net cash provided by operating activities
|
75.3
|
|
|
569.9
|
|
|
399.2
|
|
|
45.8
|
|
|
1,090.2
|
|
|||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
(Increase) decrease in short-term marketable securities
|
(149.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(149.8
|
)
|
|||||
Proceeds from railcar lease fleet sales owned more than one year
|
—
|
|
|
27.3
|
|
|
10.4
|
|
|
—
|
|
|
37.7
|
|
|||||
Proceeds from disposition of property and other assets
|
—
|
|
|
0.3
|
|
|
10.7
|
|
|
—
|
|
|
11.0
|
|
|||||
Capital expenditures – leasing
|
—
|
|
|
(798.7
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
(799.1
|
)
|
|||||
Capital expenditures – manufacturing and other
|
(18.0
|
)
|
|
(5.8
|
)
|
|
(25.7
|
)
|
|
—
|
|
|
(49.5
|
)
|
|||||
(Increase) decrease in investment in partially-owned subsidiaries
|
—
|
|
|
17.1
|
|
|
—
|
|
|
(17.1
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
1.5
|
|
|
5.3
|
|
|
—
|
|
|
6.8
|
|
|||||
Net cash provided (required) by investing activities - continuing
|
(167.8
|
)
|
|
(758.3
|
)
|
|
0.3
|
|
|
(17.1
|
)
|
|
(942.9
|
)
|
|||||
Net cash required by investing activities - discontinued
|
—
|
|
|
—
|
|
|
(79.8
|
)
|
|
—
|
|
|
(79.8
|
)
|
|||||
Net cash required by investing activities
|
(167.8
|
)
|
|
(758.3
|
)
|
|
(79.5
|
)
|
|
(17.1
|
)
|
|
(1,022.7
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Excess tax benefits from stock-based compensation
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|||||
Payments to retire debt
|
—
|
|
|
(3.5
|
)
|
|
(158.5
|
)
|
|
—
|
|
|
(162.0
|
)
|
|||||
Shares repurchased
|
(34.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34.7
|
)
|
|||||
Dividends paid to common shareholders
|
(66.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66.7
|
)
|
|||||
Purchase of shares to satisfy employee tax on vested stock
|
(16.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.3
|
)
|
|||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
(26.4
|
)
|
|
—
|
|
|
(26.4
|
)
|
|||||
Distributions to controlling interest in partially-owned leasing subsidiaries
|
—
|
|
|
—
|
|
|
(17.1
|
)
|
|
17.1
|
|
|
—
|
|
|||||
Change in intercompany financing between entities
|
(21.2
|
)
|
|
195.3
|
|
|
(128.3
|
)
|
|
(45.8
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
(2.6
|
)
|
|||||
Net cash provided (required) by financing activities
|
(137.9
|
)
|
|
191.8
|
|
|
(332.9
|
)
|
|
(28.7
|
)
|
|
(307.7
|
)
|
|||||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
(230.4
|
)
|
|
3.4
|
|
|
(13.2
|
)
|
|
—
|
|
|
(240.2
|
)
|
|||||
Cash, cash equivalents, and restricted cash at beginning of period
|
768.3
|
|
|
1.9
|
|
|
211.6
|
|
|
—
|
|
|
981.8
|
|
|||||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
537.9
|
|
|
$
|
5.3
|
|
|
$
|
198.4
|
|
|
$
|
—
|
|
|
$
|
741.6
|
|
|
Three Months Ended
|
||||||||||||||
|
March 31,
2018 |
|
June 30,
2018 |
|
September 30,
2018 |
|
December 31,
2018 |
||||||||
|
(in millions except per share data)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Manufacturing
|
$
|
358.9
|
|
|
$
|
420.8
|
|
|
$
|
379.7
|
|
|
$
|
507.7
|
|
Leasing
|
174.3
|
|
|
213.2
|
|
|
227.2
|
|
|
227.3
|
|
||||
|
533.2
|
|
|
634.0
|
|
|
606.9
|
|
|
735.0
|
|
||||
Operating costs:
|
|
|
|
|
|
|
|
||||||||
Costs of revenues:
|
|
|
|
|
|
|
|
||||||||
Manufacturing
|
306.5
|
|
|
363.4
|
|
|
333.5
|
|
|
456.4
|
|
||||
Leasing
|
93.4
|
|
|
118.5
|
|
|
133.0
|
|
|
134.1
|
|
||||
|
399.9
|
|
|
481.9
|
|
|
466.5
|
|
|
590.5
|
|
||||
Selling, engineering, and administrative expenses
|
73.4
|
|
|
75.6
|
|
|
75.6
|
|
|
72.0
|
|
||||
Gains on disposition of property
|
2.2
|
|
|
11.5
|
|
|
10.4
|
|
|
17.3
|
|
||||
Operating profit
|
62.1
|
|
|
88.0
|
|
|
75.2
|
|
|
89.8
|
|
||||
Income from continuing operations before income taxes
|
20.9
|
|
|
49.8
|
|
|
35.2
|
|
|
45.7
|
|
||||
Provision for income taxes
|
5.7
|
|
|
12.5
|
|
|
6.7
|
|
|
17.7
|
|
||||
Income from continuing operations
|
15.2
|
|
|
37.3
|
|
|
28.5
|
|
|
28.0
|
|
||||
Income (loss) from discontinued operations, net of income taxes
|
26.4
|
|
|
28.2
|
|
|
(0.2
|
)
|
|
(0.3
|
)
|
||||
Net income
|
41.6
|
|
|
65.5
|
|
|
28.3
|
|
|
27.7
|
|
||||
Net income attributable to Trinity Industries, Inc.
|
$
|
40.2
|
|
|
$
|
64.1
|
|
|
$
|
27.7
|
|
|
$
|
27.3
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share
(1)
:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.09
|
|
|
$
|
0.24
|
|
|
$
|
0.19
|
|
|
$
|
0.20
|
|
Income (loss) from discontinued operations
|
0.18
|
|
|
0.19
|
|
|
—
|
|
|
—
|
|
||||
Basic net income attributable to Trinity Industries, Inc.
|
$
|
0.27
|
|
|
$
|
0.43
|
|
|
$
|
0.19
|
|
|
$
|
0.20
|
|
Diluted earnings per common share
(1)
:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.09
|
|
|
$
|
0.24
|
|
|
$
|
0.19
|
|
|
$
|
0.19
|
|
Income (loss) from discontinued operations
|
0.17
|
|
|
0.19
|
|
|
—
|
|
|
—
|
|
||||
Diluted net income attributable to Trinity Industries, Inc.
|
$
|
0.26
|
|
|
$
|
0.43
|
|
|
$
|
0.19
|
|
|
$
|
0.19
|
|
|
Three Months Ended
|
||||||||||||||
|
March 31,
2017 |
|
June 30,
2017 |
|
September 30,
2017 |
|
December 31, 2017
|
||||||||
|
(in millions except per share data)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Manufacturing
|
$
|
352.0
|
|
|
$
|
403.8
|
|
|
$
|
380.8
|
|
|
$
|
418.6
|
|
Leasing
|
178.6
|
|
|
191.9
|
|
|
274.9
|
|
|
196.8
|
|
||||
|
530.6
|
|
|
595.7
|
|
|
655.7
|
|
|
615.4
|
|
||||
Operating costs:
|
|
|
|
|
|
|
|
||||||||
Costs of revenues:
|
|
|
|
|
|
|
|
||||||||
Manufacturing
|
304.2
|
|
|
358.6
|
|
|
324.2
|
|
|
355.8
|
|
||||
Leasing
|
83.6
|
|
|
92.2
|
|
|
156.6
|
|
|
100.0
|
|
||||
|
387.8
|
|
|
450.8
|
|
|
480.8
|
|
|
455.8
|
|
||||
Selling, engineering, and administrative expenses
|
79.2
|
|
|
85.8
|
|
|
85.8
|
|
|
88.5
|
|
||||
Gains on disposition of property
|
1.0
|
|
|
24.0
|
|
|
16.0
|
|
|
44.4
|
|
||||
Operating profit
|
64.6
|
|
|
83.1
|
|
|
105.1
|
|
|
115.5
|
|
||||
Income from continuing operations before income taxes
|
22.4
|
|
|
38.8
|
|
|
60.2
|
|
|
74.0
|
|
||||
Provision (benefit) for income taxes
|
3.0
|
|
|
16.7
|
|
|
23.4
|
|
|
(457.9
|
)
|
||||
Income from continuing operations
|
19.4
|
|
|
22.1
|
|
|
36.8
|
|
|
531.9
|
|
||||
Income (loss) from discontinued operations, net of income taxes
|
32.3
|
|
|
31.9
|
|
|
31.1
|
|
|
8.1
|
|
||||
Net income
|
51.7
|
|
|
54.0
|
|
|
67.9
|
|
|
540.0
|
|
||||
Net income attributable to Trinity Industries, Inc.
|
$
|
46.0
|
|
|
$
|
51.1
|
|
|
$
|
66.9
|
|
|
$
|
538.5
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share
(1)
:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.09
|
|
|
$
|
0.13
|
|
|
$
|
0.23
|
|
|
$
|
3.51
|
|
Income (loss) from discontinued operations
|
0.21
|
|
|
0.21
|
|
|
0.21
|
|
|
0.05
|
|
||||
Basic net income attributable to Trinity Industries, Inc.
|
$
|
0.30
|
|
|
$
|
0.34
|
|
|
$
|
0.44
|
|
|
$
|
3.56
|
|
Diluted earnings per common share
(1)
:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.09
|
|
|
$
|
0.12
|
|
|
$
|
0.23
|
|
|
$
|
3.37
|
|
Income (loss) from discontinued operations
|
0.21
|
|
|
0.21
|
|
|
0.20
|
|
|
0.05
|
|
||||
Diluted net income attributable to Trinity Industries, Inc.
|
$
|
0.30
|
|
|
$
|
0.33
|
|
|
$
|
0.43
|
|
|
$
|
3.42
|
|
/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
|
—
|
|
|
$
|
—
|
|
|
|
|
Restricted stock units and performance units
|
3,375,596
|
|
(1)
|
$
|
—
|
|
|
|
|
|
3,375,596
|
|
|
|
|
3,520,541
|
|
||
Equity compensation plans not approved by security holders
|
—
|
|
(2)
|
|
|
—
|
|
||
Total
|
3,375,596
|
|
|
|
|
3,520,541
|
|
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-8, No. 333-159552),
|
12)
|
Registration Statement (Form S-8, No. 333-169452),
|
13)
|
Registration Statement (Form S-8, No. 333-183941),
|
14)
|
Registration Statement (Form S-8, No. 333-203876), and
|
15)
|
Registration Statement (Form S-8, No. 333-215067);
|
/s/ ERNST & YOUNG LLP
|
TRINITY INDUSTRIES, INC.
|
By
|
/s/ James E. Perry
|
Registrant
|
|
|
|
|
James E. Perry
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
February 21, 2019
|
Directors:
|
Principal Executive Officer:
|
|
|
/s/ John L. Adams
|
/s/ Timothy R. Wallace
|
John L. Adams
|
Timothy R. Wallace
|
Director
|
Chairman, Chief Executive Officer, President, and Director
|
Dated: February 21, 2019
|
Dated: February 21, 2019
|
|
|
/s/ Brandon B. Boze
|
|
Brandon B. Boze
|
Principal Financial Officer:
|
Director
|
|
Dated: February 21, 2019
|
/s/ James E. Perry
|
|
James E. Perry
|
/s/ John J. Diez
|
Senior Vice President and Chief Financial Officer
|
John J. Diez
|
Dated: February 21, 2019
|
Director
|
|
Dated: February 21, 2019
|
|
|
Principal Accounting Officer:
|
/s/ Leldon E. Echols
|
|
Leldon E. Echols
|
/s/ Steven L. McDowell
|
Director
|
Steven L. McDowell
|
Dated: February 21, 2019
|
Vice President and Chief Accounting Officer
|
|
Dated: February 21, 2019
|
/s/ Charles W. Matthews
|
|
Charles W. Matthews
|
|
Director
|
|
Dated: February 21, 2019
|
|
|
|
/s/ Jean Savage
|
|
Jean Savage
|
|
Director
|
|
Dated: February 21, 2019
|
|
|
|
/s/ Dunia A. Shive
|
|
Dunia A. Shive
|
|
Director
|
|
Dated: February 21, 2019
|
|
|
|
|
|
|
|
INDEX TO EXHIBITS
Trinity Industries, Inc.
Index to Exhibits
(Item 15(b))
|
||
|
|
|
NO.
|
|
DESCRIPTION
|
(10.6.1)
|
|
|
(10.6.2)
|
|
|
(10.6.3)
|
|
|
(10.6.4)
|
|
|
(10.7)
|
|
|
(10.7.1)
|
|
|
(10.7.1.1)
|
|
|
(10.7.2)
|
|
|
(10.7.2.1)
|
|
|
(10.7.3)
|
|
|
(10.7.4)
|
|
|
(10.7.5)
|
|
|
(10.7.6)
|
|
|
(10.7.7)
|
|
|
(10.8)
|
|
|
(10.8.1)
|
|
|
(10.9)
|
|
|
(10.10)
|
|
|
(10.11)
|
|
|
(10.12)
|
|
|
(10.12.1)
|
|
|
|
|
|
|
|
|
INDEX TO EXHIBITS
Trinity Industries, Inc.
Index to Exhibits
(Item 15(b))
|
||
NO.
|
|
DESCRIPTION
|
(10.13)
|
|
|
(10.13.1)
|
|
|
(10.14)
|
|
|
(10.15)
|
|
|
(10.15.1)
|
|
|
(10.16)
|
|
|
(10.16.1)
|
|
|
(10.17)
|
|
|
(10.18)
|
|
|
(10.18.1)
|
|
|
(10.19)
|
|
|
(10.19.1)
|
|
|
(10.20)
|
|
|
(10.21)
|
|
|
(10.22)
|
|
|
(10.22.1)
|
|
|
(10.22.2)
|
|
|
(10.23)
|
|
|
(10.24)
|
|
|
(10.25)
|
|
|
|
|
|
INDEX TO EXHIBITS
Trinity Industries, Inc.
Index to Exhibits
(Item 15(b))
|
||
NO.
|
|
DESCRIPTION
|
(10.26)
|
|
|
(10.27)
|
|
|
(21)
|
|
|
(23)
|
|
Consent of Ernst & Young LLP (contained on page 98 of this document and filed herewith).
|
(31.1)
|
|
|
(31.2)
|
|
|
(32.1)
|
|
|
(32.2)
|
|
|
(95)
|
|
|
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)
|
(a)
|
As to any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent, the information set forth in
Section 2(b)(i)
,
Section 2(b)(ii)
,
Section 2(b)(iii)
(with respect to any written consent for the election or re-election of a director nominee) and
Section 2(b)(v)
of
Article II
with respect to such stockholder; and
|
(b)
|
As to the action or actions proposed to be taken by written consent, (1) a brief description of the action or actions, the reason for taking such action or actions and any material interest in such action or actions of any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent, (2) the text of the resolutions or consent proposed to be acted upon by written consent of the stockholders, (3) a reasonably detailed description of all agreements, arrangements and understandings between any stockholder and any other person or persons (including their name) in connection with the request or such action or actions and (4) if election of directors is one of the actions proposed to be taken by written consent, as to each person whom any stockholder proposed to be elected or re-elected as a director, the information regarding the nominee as set forth in, or required from the nominee by,
Section 2
of
Article II
.
|
(c)
|
In addition to the requirements of this
Section 5
, any stockholder seeking to take an action by written consent shall comply with all requirements of applicable law, including all of the requirements of the Securities Exchange Act of 1934, as amended, with respect to such action.
|
|
TABLE OF CONTENTS
|
Page
|
ARTICLE I
|
PURPOSE
|
1
|
ARTICLE II
|
DEFINITIONS, CONSTRUCTION, AND APPLICABILITY
|
2
|
2.01
|
Definitions
|
2
|
2.02
|
Construction
|
8
|
2.03
|
Applicability
|
8
|
ARTICLE III
|
PARTICIPATION AND SERVICE
|
9
|
3.01
|
Eligibility to Participate
|
9
|
3.02
|
Election to Participate
|
9
|
3.03
|
Service
|
11
|
3.04
|
Transfer
|
13
|
ARTICLE IV
|
CONTRIBUTIONS AND FORFEITURES
|
14
|
4.01
|
Employer Contributions
|
14
|
4.02
|
Participant Compensation Reduction
|
15
|
4.03
|
Forfeitures
|
16
|
ARTICLE V
|
ALLOCATIONS TO PARTICIPANTS' ACCOUNTS
|
18
|
5.01
|
Individual Accounts
|
18
|
5.02
|
Investment of Accounts
|
18
|
5.03
|
Account Adjustments
|
20
|
5.04
|
Stock Units
|
20
|
ARTICLE VI
|
DISTRIBUTION OF BENEFITS
|
23
|
6.01
|
General
|
23
|
6.02
|
Payments of Benefits
|
23
|
6.03
|
Vesting of Benefits
|
26
|
6.04
|
Death
|
28
|
6.05
|
In-Service Distributions
|
28
|
6.06
|
Election to Distribute Deferrals
|
29
|
6.07
|
Designation of Beneficiary
|
29
|
ARTICLE VII
|
NATURE OF PLAN; FUNDING
|
31
|
7.01
|
No Trust Required
|
31
|
7.02
|
Funding of Obligation
|
31
|
|
Page
|
|
ARTICLE VIII
|
ADMINISTRATION
|
32
|
8.01
|
Appointment of Committee
|
32
|
8.02
|
Duties of Committee
|
32
|
8.03
|
Indemnification of Committee
|
32
|
8.04
|
Unclaimed Benefits
|
33
|
ARTICLE IX
|
MISCELLANEOUS
|
34
|
9.01
|
Nonguarantee of Employment
|
34
|
9.02
|
Nonalienation of Benefits
|
34
|
9.03
|
No Preference
|
34
|
9.04
|
Incompetence of Recipient
|
34
|
9.05
|
Texas Law to Apply
|
34
|
9.06
|
Claims Procedure/Arbitration
|
34
|
9.07
|
Reimbursement of Costs
|
35
|
9.08
|
Acceleration of Payment
|
36
|
ARTICLE X
|
AMENDMENTS OR TERMINATION OF PLAN
|
37
|
10.01
|
Amendment
|
37
|
10.02
|
Termination
|
37
|
10.03
|
Rights of Participants
|
37
|
ARTICLE XI
|
WITHDRAWING EMPLOYERS; TRANSFER TO SUCCESSOR PLAN
|
38
|
11.01
|
Withdrawing Employers
|
38
|
11.02
|
Transfer to Successor Plan
|
38
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11.03
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Compliance with Code Section 409A With Regard Article XI
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39
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1.
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Definitions
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(a)
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ACCOUNT: A Participant’s Compensation Reduction Contribution Account, Matching Contribution Account, Additional Matching
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(b)
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ADDITIONAL MATCHING CONTRIBUTION: Any amount credited by an Employer for a Plan Year to a Participant pursuant to
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(c)
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ADDITIONAL MATCHING CONTRIBUTION ACCOUNT: The account maintained for a Participant on the books of his Employer to
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(d)
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ADMINISTRATOR: Any person or persons appointed by the Committee with responsibility for any portion or all of the day-to-day operation
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(e)
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AFFILIATE: Any corporation (other than an Employer) which is included within a controlled group of corporations (as defined in Code Section 414(b)) which includes an Employer; any trade or business (other than an Employer), whether or not incorporated, which is under common control (as defined in Code Section 414(c)) with an Employer; any organization (other than an Employer), whether or not incorporated, which is a member of an affiliated service group (as defined in Code Section 414(m)) which includes an Employer; and any other entity required to be aggregated with an Employer pursuant to regulations under Code Section 414(o).
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(g)
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AUTHORIZED LEAVE OF ABSENCE: Any absence authorized by an Employer under the Employer’s standard personnel practices provided that all persons under similar circumstances must be treated alike in the granting of such Authorized Leaves of Absence and provided further that the Participant returns within the period of authorized absence. An absence due to service in the Armed Forces of the United States shall be
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(a)
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AWARD COMPENSATION: All items taxable as the Participant’s ordinary income under the Trinity Industries, Inc. 2004 Stock Option and Incentive Plan and any prior version of such Plan; provided that Award Compensation expressly shall not include income or gain attributable to incentive stock options awarded thereunder.
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(b)
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BASE COMPENSATION: All amounts payable to a Participant which constitute scheduled items of salary or wages.
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(c)
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BENEFICIARY: A person or persons (natural or otherwise) designated by a Participant in accordance with the provisions of Section 6.07 to
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(a)
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CODE: The Internal Revenue Code of 1986, as amended from time to time.
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(b)
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COMMITTEE OR PLAN COMMITTEE: The persons appointed under the provisions of Article VIII to administer the Plan.
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(c)
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COMPANY: TRINITY INDUSTRIES, INC., a corporation organized and existing under the laws of the State of Delaware, or its successor or successors.
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(d)
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COMPENSATION: Annual Incentive Compensation, Award Compensation and/or Base Compensation paid to a Participant.
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(e)
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COMPENSATION REDUCTION CONTRIBUTION: An amount credited by an Employer for the Plan Year to a Participant pursuant to
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(f)
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COMPENSATION REDUCTION CONTRIBUTION ACCOUNT: The account maintained for a Participant on the books of his Employer
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(g)
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DISABLED OR DISABILITY. A Participant will be considered Disabled for Plan purposes if the Participant:
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(1)
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is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which
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(2)
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is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan sponsored by the Employer.
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(a)
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DISCRETIONARY CONTRIBUTION ACCOUNT: The account maintained for a Participant on the books of his Employer to which
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(b)
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EFFECTIVE DATE: Except where otherwise indicated herein, January 1, 2005, the date on which the provisions of this amended and restated
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(c)
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ELAPSED-TIME EMPLOYMENT: With respect to an Employee, the period beginning on his Employment Commencement Date (or Reemployment Commencement Date, as the case may be) and ending on the date of his Severance from Service. Such period shall be determined without regard to the actual number of Hours of Employment completed by the Employee during such period. Except to the extent otherwise permitted by the Committee in its sole discretion, Elapsed-Time Employment completed with an Affiliate or a Participating Employer prior to the date on which such Affiliate or Employer was included within a controlled group of corporations (as defined in Code
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(d)
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EMPLOYEE: Any individual on the payroll of an Employer (i) whose wages from the Employer are subject to withholding for purposes of
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(e)
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EMPLOYER or PARTICIPATING EMPLOYER: The Company and any Affiliate of the Company to the extent that an Employee of such
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(f)
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EMPLOYMENT COMMENCEMENT DATE: The first date on which an Employee completes an Hour of Employment.
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(g)
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ERISA: Public Law No. 93-406, the Employee Retirement Income Security Act of 1974, as amended from time to time.
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(i)
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PERFORMANCE-BASED COMPENSATION: Compensation with respect to which the amount of, or entitlement to, the compensation is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least twelve (12) consecutive months in which the Participant performs services. Organizational or individual performance criteria are considered pre-established if established in writing by not later than ninety (90) days after the commencement of the period of service to which the criteria relate, provided that the outcome is substantially uncertain at the time the criteria are established.
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(1)
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is the earlier of (i) the date on which he quits, or is discharged from, the employment of the Employers, or the date of his retirement or death, or (ii) the first anniversary of the first date of a period in which he remains absent from the employment of the Employers, with or without pay, for any reason other than one specified in (i), above, such as vacation, holiday, sickness, Authorized Leave of Absence or layoff; and
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(2)
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is, in the case of an Extended Absence Employee, the second anniversary of such Employee’s absence.
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(1)
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an illness or accident of the Participant or the illness or accident of the Participant’s spouse or dependent (as defined in Section 152(a) of
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(2)
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loss of the Participant’s property due to casualty; or
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2.
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Construction
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3.
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Applicability
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1.
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Eligibility to Participate
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2.
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Election to Participate
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(a)
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Compensation Reduction Contribution Elections
.
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(1)
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Deferrals of Base Compensation
. With respect to deferrals of Base Compensation, a Participant must file a Compensation Reduction Agreement with the Administrator within the time period established by the Administrator, but in all events no later than the close of the calendar year immediately preceding the calendar year in which the services to which the Agreement relates are performed. In the Plan Year in which an Employee is first designated as eligible to participate in the Plan, he or she must file a Compensation Reduction Agreement with the Administrator within thirty (30) days after such designation is made, and his or her election will relate only to Base Compensation earned after his or her initial Compensation Reduction Agreement is effective.
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(2)
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Deferrals of Annual Incentive Compensation and Award Compensation
. With respect to deferrals of Annual Incentive Compensation which is Performance-Based Compensation, a Participant must file a Compensation Reduction Agreement with the Administrator no later than six months before the end of the period in which the services to which the Agreement relates are performed. With respect to deferrals of Annual Incentive Compensation which is not Performance-Based Compensation, the Participant must file a Compensation Reduction Agreement with the Administrator no later than the close of the calendar year immediately preceding the calendar year in which the services to which the Agreement relates are performed.
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(3)
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Duration of Compensation Deferral Election.
Once a Participant has commenced participation in the Plan, if the Participant fails to file a new election related to the deferral of Compensation under the Plan, the Participant’s last valid election on file with the Administrator will remain effective until subsequently modified or revoked by the Participant in accordance with Section 4.02(b) hereof.
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(b)
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Distribution Elections
.
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(1)
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Date on Which Payment is Made or Commences
. A Participant may not make an election regarding the date on which payment shall be made or commence. Payment will be made or commence on the date specified in Section 6.02(c) or (d) hereof, as applicable, except to the extent a modification has been made in accordance with Section 6.02(d).
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(2)
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Form of Distribution
. The form of distribution of a Participant’s Accounts shall be determined in accordance with the Participant’s election under Section 6.02(a) hereof or, if Section 6.02(b) hereof is applicable, in accordance with such Section 6.02(b). An election regarding the form of distribution of a Participant’s Accounts shall be made by the Participant on the date on which the Participant files his or her initial Compensation Reduction Agreement. The form of payment so elected by the Participant shall be effective as to all Contributions made by or on behalf of the Participant.
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(c)
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Reemployment of Former Participant
. An active Participant who incurs a Severance from Service and who is subsequently reemployed by an Employer may reenter the Plan as an active Participant on his Reemployment Commencement Date or on the first day of any of his next following taxable years, but only if (i) he continues to qualify as an Employee within the meaning of Section 2.01(w) hereof and (ii) prior to such date he shall have again undertaken the actions specified in Section 3.02(a) and (b) hereof. In the event that a Participant shall cease to qualify as an Employee within the meaning of Section 2.01(w) hereof, his Participation shall thereupon cease but he shall continue to accrue Service hereunder during the period of his continued employment with the Employers.
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(d)
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Special Rule Related To Change in Control
. Any provisions of this Plan to the contrary notwithstanding, effective on and after the date of a Change in Control, the term “Participant” shall be limited to those individuals who satisfy the requirements set forth for participation in this Plan and who were Participants in this Plan as of the date immediately prior to the date of such Change in Control.
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3.
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Service
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(a)
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In General
. Subject to the Break in Service provisions of paragraph (d) of this Section, an Employee’s Service shall equal the total of his
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(b)
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Transfers from Affiliates
. In the event that an Employee who at any time was employed by an Affiliate either commences employment with a Participating Employer, or returns to the employment of a Participating Employer, then, except as otherwise provided below, such Employee shall receive Service with respect to the period of his employment with such Affiliate (to the extent not credited under paragraph (c) of this Section). In applying the provisions of the preceding sentence-
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(1)
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except to the extent otherwise permitted by the Committee in its sole discretion, such Employee shall not receive Service with respect to
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(2)
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the amount of such Service shall be determined in accordance with paragraph (a) of this Section, as if such Affiliate were a Participating
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(c)
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Transfers to Affiliate
. In the event that a Participant who at any time was employed by a Participating Employer either commences employment with an Affiliate, or returns to the employment of an Affiliate, then, except as otherwise provided below, such Participant shall receive Service with respect to the period of his employment with such Affiliate (to the extent not credited under paragraph (b) of this Section). In applying the provisions of the preceding sentence-
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(1)
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the amount of such Service shall be determined in accordance with paragraph (a) of this Section, as if such Affiliate were a Participating
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(2)
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if such Participant incurs a Break in Service (as defined in paragraph (d) of this Section and determined as if such Affiliate were a Participating Employer) prior to his commencement of employment with the Affiliate or return to the employment of the Affiliate, then the amount of such Participant’s Service attributable to his prior period of employment with the Participating Employer shall be determined in accordance with paragraph (d) of this Section.
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(d)
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Break in Service
. An Employee who incurs a Severance from Service and who fails to complete at least one (1) Hour of Employment during the twelve (12)-month period beginning on the date of such Severance from Service shall have a Break in Service. If, during the twelve (12)- month period beginning on the date of an Employee’s Severance from Service, the Employee shall return to the employment of a Participating Employer by completing at least one (1) Hour of Employment within such twelve (12)-month period, then such Employee will not have a Break in Service and shall receive Service for the period beginning on the date of his Severance from Service and ending on the date of his reemployment; provided, however, that in the case of an Employee who is absent from the employment of the Participating Employers for a reason specified in Section 2.01(oo)(1)(ii) hereof and who, prior to the first anniversary of the first date of such absence, incurs a Severance from Service for a reason specified in Section 2.01(oo)(1)(i) hereof, such Employee shall receive Service only if he completes at least one
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(1)
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Hour of Employment within the twelve (12)-month period beginning on the first date of such absence and shall receive such Service only
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(e)
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Special Rule for Participants After Initial Eligibility Date
. Notwithstanding the preceding provisions of this Section 3.03, the Elapsed-Time Employment and Service of any Participant who failed to elect to participate hereunder pursuant to Section 3.02 hereof prior to the date on which he was first eligible to do so pursuant to Section 3.01 hereof shall be determined as if his Employment Commencement Date were the later of (i) the Initial Effective Date or (ii) the date on which he first completes an Hour of Employment. In addition, in the case of a Participant who was not employed by an Employer on the Initial Effective Date but was so employed prior to such date, such prior period of employment shall not, under any circumstances, be treated as Service unless such Participant elects to participate hereunder pursuant to such Section 3.02 prior to the date on which he was first eligible to do so pursuant to such Section 3.01.
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(f)
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Special Rule for Extended Absence Employees
. Notwithstanding the preceding provisions of this Section 3.03, in the case of an Extended Absence Employee, the period between the first and second anniversaries of such Employee’s absence shall, under no circumstances, be treated as a period of Service.
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4.
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Transfer
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1.
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Employer Contributions
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(a)
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Compensation Reduction Contributions
. For each Year, each Employer shall credit the Compensation Reduction Contribution Account of each of its Employees participating in the Plan with an amount agreed to be credited by such Employer pursuant to a Compensation Reduction Agreement entered into between the Employer and the Participant for such Year, as provided in Section 4.02 hereof; provided that if such Participant is also a participant in the Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates, such Participant must first have elected to contribute the maximum permissible salary reduction contribution for the Year to his salary reduction contribution account under such Profit Sharing Plan, with such maximum permissible amount to be determined by reference to all applicable limitations of
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(i)
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Base Compensation;
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(ii)
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Annual Incentive Compensation;
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(iii)
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Performance-Based Compensation; and
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(iv)
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For Plan Years beginning prior to January 1, 2005, Award Compensation.
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(b)
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Matching Employer Contributions
. For each Plan Year, each Employer shall credit a Matching Employer Contribution amount in the form of cash to each of its Employees for whom an amount was credited pursuant to paragraph (a) of this Section 4.01; provided, however, that no such Matching Employer Contribution shall be credited prior to the date on which such Employee completes one (1) year of Service. Such Matching Employer Contribution, when added to the Forfeitures which have become available for application as of the end of the Year pursuant to Section 4.03 hereof, shall be equal to a percentage of that portion of the Participant’s Compensation Reduction Contribution for such Year pursuant to Section 4.02 hereof which does not exceed six percent (6%) of his Base Compensation plus Annual Incentive Compensation for such Year, based on his years of Service as follows:
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Years of Service
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Applicable Percentage
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Less than 1
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—
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%
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1 but less than 2
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25
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%
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2 but less than 3
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30
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%
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3 but less than 4
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35
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%
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4 but less than 5
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40
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%
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5 or more
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50
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%
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(c)
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Limitations on Matching Contributions
. Except in the case of a Participant who Retires, dies or incurs a Disability during a Year, no Matching Employer Contributions shall be credited to a Participant for a Year unless such Participant is actively employed by an Employer on the last day of such Year. In addition, no Matching Employer Contributions shall be credited to Participants for a Year unless the Company’s earnings per share for such Year are sufficient to cover dividends to stockholders; provided that in no event shall a Matching Employer Contribution be made if the Company’s net profits for such Year are less than Thirty-Three and one-third Cents ($.33-1/3) per share; provided further, that the Board of Directors or the Human Resources Committee of the Board of Directors, in its discretion, may elect to waive such earnings requirement. In addition, and notwithstanding paragraph (b) of this Section, the amount of Matching Employer Contribution credited to a Participant for a Year under this Plan shall be reduced by the amount of any matching contribution credited to the Participant for such Year under the Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates.
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(d)
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Discretionary Contributions
. In addition to the contributions described above, for each Year an Employer may, but shall not be required to, credit the Discretionary Contribution Account of any one or more Participants in its employ during such Year with such amounts in cash as the Employer may determine in its sole discretion.
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2.
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Participant Compensation Reduction
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(a)
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General
. Prior to commencement of participation hereunder, a Participant shall have entered into a written Compensation Reduction Agreement
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(b)
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Additional Election Requirements
. In addition to the requirements of Section 3.02(a) hereof, Compensation Reduction Agreements shall be
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(1)
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A Compensation Reduction Agreement shall specify the types of Compensation to which it will apply and shall be effective during the period in which it is on file with the Administrator, but in no event shall such Agreement be effective to (i) reduce Award Compensation which is attributable to the exercise of nonqualified stock options, the lapse of all restrictions on a grant of restricted stock, the exercise of stock appreciation rights or the payment of dividend equivalent rights and which is payable during the six (6) month period immediately following the date of execution of the agreement; or (ii) reduce payments of Base Compensation, Annual Incentive Compensation or other types of Award Compensation for services completed on or before the date on which such Compensation Reduction Agreement is filed with the Administrator.
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(2)
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A Compensation Reduction Agreement relating to a Plan Year may not be modified or revoked once such Plan Year has commenced except as provided in Section 6.05(b) hereof following a Participant’s receipt of a Plan distribution due to an Unforeseeable Emergency. Any modification to or termination of a Compensation Reduction Agreement relating to a subsequent Plan Year must be made prior to the close of the calendar year immediately preceding the calendar year in which the services are performed and to which the modified or terminated Agreement relates. If a Participant terminates his Compensation Reduction Agreement as provided above, he may
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3.
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Forfeitures
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1.
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Individual Accounts
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2.
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Investment of Accounts
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(a)
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Participant Election
. The Committee shall credit each Participant’s Accounts with earnings or losses according to the hypothetical investment selections made by the Participant pursuant to his participation agreement executed pursuant to Section 3.02 hereof. In accordance with certain limitations on investment designations in Section 5.02(b) hereof, the Committee shall adopt rules concerning the manner in which a Participant may elect to change his hypothetical investment selections, provided that a Participant shall be permitted to do so no less frequently than as of the first day of each month. Effective for Plan Years beginning on and after January 1, 2004, the earnings or losses attributable to a Participant’s Accounts shall be determined as if the amounts credited to such Accounts were actually invested in Stock Units, to the extent elected hereunder, and, to the extent not so elected or to the extent prohibited hereunder, in the hypothetical investments selected under the Participant’s participation agreement. In the case of a Participant receiving installment payments under Article VI hereof, the Participant’s Accounts shall continue to receive allocations of earnings or losses in accordance with this subsection until his Accounts are paid in full. If a Participant’s participation agreement fails to designate one or more hypothetical investment selections, the Participant’s Accounts will be deemed invested in the investment option designated as having the least investment risk.
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(b)
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Investment Options
. The Committee shall have sole and absolute discretion with respect to the number and types of investment options made available for selection by Participants pursuant to this Section, the timing of Participant investment elections and the method by which adjustments are made. The Committee may in its sole discretion refuse to recognize Participant elections that it determines may cause the Participant’s Accounts to become subject to the short-swing profit
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(c)
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Non-Binding Status of Elections
. A Participant’s hypothetical investment selections pursuant to the immediately preceding paragraph shall be made solely for purposes of crediting earnings and/or losses to his Accounts under Section 5.03 of this Plan. The Committee shall not, in any way, be bound to actually invest any amounts set aside pursuant to Article VII below to satisfy its obligations under this Plan in accordance with such selections.
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3.
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Account Adjustments
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(a)
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Valuation Adjustments
. As of each Valuation Date, the amount credited to a Participant’s Accounts as of the preceding Valuation Date, less any distributions or Forfeitures with respect to such Accounts since such preceding Valuation Date, shall be adjusted by reference to the
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(b)
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Compensation Reduction Contributions
. The amount credited pursuant to Section 4.01(a) hereof for a Year as a Compensation Reduction Contribution shall be allocated to the Participant’s Compensation Reduction Contribution Account as of the date on which such Compensation Reduction Contribution would otherwise have been paid to the Participant as Compensation.
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(c)
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Matching Contributions
. Any amounts credited to a Participant by an Employer pursuant to Section 4.01(b) hereof during a Year shall be
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(d)
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Discretionary Contributions
. Any amounts credited to a Participant by an Employer pursuant to Section 4.01(d) hereof during a Year shall be
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4.
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Stock Units
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(a)
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General
. For purposes of calculating the number of Stock Units credited or deemed credited to a Participant’s Compensation Reduction Contribution Account pursuant to Section 5.03(b) hereof, and, for Plan Years beginning prior to January 1, 2004, Section 5.03(d) hereof, the price of a Stock Unit shall be equal to one hundred percent (100%) of the closing price on the New York Stock Exchange of a share of the Company’s common stock on the date on which the Stock Units are credited or deemed credited to the Participant’s Accounts (or if no shares of the Company’s common stock are traded on such date, on the immediately preceding trading date). For Plan Years beginning prior to January 1, 2004, for purposes of calculating the number of Stock Units
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(b)
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Voting Rights
. A Participant shall not be entitled to any voting rights with respect to the Stock Units credited or deemed credited to his
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(c)
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Dividends
. To the extent that a dividend is paid on the Company’s common stock, the Committee shall credit to the Accounts of each
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(d)
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Dilution and Other Adjustments
. In the event of any change in the outstanding shares of common stock of the Company by reason of any stock dividend, split, spin-off, recapitalization, merger, consolidation, combination, extraordinary dividend, exchange of shares or other similar change, the Committee shall adjust the number or kind of Stock Units then allocated or deemed allocated to the Participants’ Accounts as follows:
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(1)
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Subject to any required action by stockholders, the number of Stock Units shall be proportionately adjusted for any increase or decrease in the number of issued shares of the Company’s common stock resulting from (i) a subdivision or consolidation of shares, (ii) the payment of a stock dividend or (iii) any other increase or decrease in the number of shares effected without receipt of consideration by the Company.
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(2)
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In the event of a change in the shares of the Company’s common stock as presently constituted, which is limited to a change of par value into the same number of shares with a different par value or without par value, the shares of the Company’s common stock resulting from any such change shall be deemed to be the shares of common stock within the meaning of this Plan.
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1.
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General
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2.
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Payments of Benefits
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(a)
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Death, Disability or Retirement
. Payments made with respect to a Participant’s termination of employment on account of death, Disability or Retirement, shall be made in one or more of the following forms, as previously elected by the Participant in accordance with Section 3.02(b) hereof:
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(1)
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In a lump sum; or
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(2)
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In annual periodic payments for the number of years elected by the Participant, not in excess of 20. Each payment shall be in an amount equal to a fraction of the Participant’s Account, where such fraction for each payment shall be one (1) divided by the number of payments remaining (including the current payment), and in which event the unpaid balance shall continue to be adjusted as provided in Section 5.03(a) hereof until it is distributed in full. For purposes of determining the amount of each payment, if a payment will be made before the fifteenth day of a given month, the Participant’s Account will be valued as of the first day of the month in which payment is made; if a payment will be made after the fifteenth day of a given month but before the last day of such month, the Participant’s Account will be valued as of the 15th day of the month in which payment is made. In accordance with Treasury Regulation Section 1.409A- 2(b)(2)(iii) and (iv) and for purposes of Section 6.02(d) hereof, an election for distribution in
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(b)
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Termination of Employment
. Payments with respect to a Participant’s termination of employment for reasons other than death, Disability or Retirement shall be made in the form of a lump sum.
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(c)
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Time Payment is Made or Commences
.
|
(1)
|
If a Participant terminates employment for a reason other than death or Disability, payment of all vested amounts credited to a Participant’s Accounts shall be made or commence on the first business day following the date that is six months from the date on which the Participant separated from service. Elections to delay payment beyond such date are not permitted except as may be permitted in accordance with Section 6.02(d) hereof.
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(2)
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If a Participant terminates employment due to Disability or death, payment of all vested amounts credited to the Participant’s Accounts
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(d)
|
Modification that Changes Form of Payment
.
|
(1)
|
Such modification may not be effective for at least twelve (12) months after the date on which the modification is filed with the
|
(2)
|
Except in the case of modifications relating to distributions on account of death, Disability, or Unforeseeable Emergency, the modification must provide that payment will not commence for at
|
(1)
|
Such a modification may not be made less than twelve (12) months prior to the date of the first otherwise scheduled payment.
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(2)
|
Such modification may not permit acceleration of the time or schedule of any payment under the Plan, except as may be permitted
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(a)
|
Notwithstanding the preceding provisions of this Section 6.02, if at any time the Participant’s vested interest in the Plan and any other non- qualified, defined contribution plan sponsored by his Employer and in which the Participant participates is less than the applicable dollar amount under Code Section 402(g)(1)(B), the Committee shall distribute such interest to the Participant in one lump sum, provided that the following requirements are satisfied:
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(1)
|
The payment must accompany the termination of the Participant’s entire interest in both the Plan and all similar plans or arrangements
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(2)
|
No election must have been provided to the Participant with respect to the receipt of the payment.
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(f)
|
Prior Plan Elections
. Notwithstanding the preceding provisions of this Section 6.02 and with respect to an Employee who was a Participant in the Plan in 1999, such Participant’s election with respect to the form of payment made pursuant to the provisions of the Plan in effect at that time shall remain in effect unless modified by the Participant in the manner described in paragraphs (a) or (d) of this Section 6.02.
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3.
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Vesting of Benefits
|
(a)
|
Compensation Reduction Contribution Account
. A Participant is 100% vested in his Compensation Reduction Contribution Account at all
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(b)
|
Death or Disability
. If a Participant’s termination of employment is attributable to his death or Disability, he shall be entitled to the entire
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(c)
|
Termination of Employment For Reasons Other than Death or Disability
.
|
(1)
|
Additional Matching Contribution Account
. If a Participant’s termination of employment is not attributable to his death or Disability and
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(2)
|
Other Accounts
. If a Participant’s termination of employment is not attributable to his death or Disability, he shall be entitled to a “vested percentage” of the amounts then credited to his Matching Contribution Account and Discretionary Contribution Account, if any, based on his years of Service as follows:
|
Years of Service
|
Vested Percentage
|
|
Forfeited Percentage
|
|
Less than 1
|
0
|
%
|
100%
|
|
1 but less than 2
|
20
|
%
|
80
|
%
|
2 but less than 3
|
40
|
%
|
60
|
%
|
3 but less than 4
|
60
|
%
|
40
|
%
|
4 but less than 5
|
80
|
%
|
20
|
%
|
5 or more
|
100
|
%
|
—
|
%
|
(d)
|
Amount Credited
. For purposes of this Section, the amount credited to a Participant’s Accounts at termination of employment shall include any
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4.
|
Death
|
5.
|
In-Service Distributions
|
(a)
|
Designated Distributions
. Prior to the beginning of a calendar year, a Participant may elect that all or any portion of the amount of any Compensation Reduction Contribution to be credited to the Participant’s Compensation Reduction Contribution Account during such calendar year, be distributed to the Participant in the form of a lump sum in a subsequent calendar year designated by the Participant, which subsequent calendar year shall not be earlier than the third calendar year following the calendar year for which the election is made. Such an election shall be irrevocable. Distributions made pursuant to this paragraph shall be made in September of the designated year. In the event of
|
(b)
|
Unforeseeable Emergency
. A distribution may be made to or on behalf of a Participant prior to his or her termination of employment to the extent that the Participant demonstrates, to the satisfaction of the Committee, that he or she has encountered an Unforeseeable Emergency. The amount distributed to a Participant on account of an Unforeseeable Emergency may not exceed the amount necessary to satisfy such Emergency, plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).
|
6.
|
Election to Distribute Deferrals
|
(a)
|
Applicability
. An election made under this Section shall be effective with respect to all vested amounts credited to the Participant’s Accounts for all Plan Years of participation ending on or prior to December 31, 2004. A partial cancellation shall not be permitted. An election made under this Section 6.06 specifically shall not affect contributions made on behalf of the Participant for any Plan Year ending on or after
|
(b)
|
Revocation, Alteration, and Expiration
. A Participant may not revoke, modify, or otherwise alter an election made under this Section. The
|
(c)
|
Distribution
. Upon making an election under this Section, all vested amounts credited to the Participant’s Accounts as of December 31, 2004,
|
(d)
|
Tax Consequences
. The Participant must acknowledge that the full amount subject to his or her election will be included in his or her taxable
|
(e)
|
Compliance with Code Section 409A
. This Section 6.06 is intended to be administered in good faith compliance with the provisions of Internal Revenue Code Section 409A, any Regulations issued thereunder, and Internal Revenue Service Notice 2005-1. This Section may be amended or otherwise modified only to the extent that such amendment or modification complies with Code Section 409A.
|
7.
|
Designation of Beneficiary
|
(a)
|
any one or more of the next of kin of such Participant, and in such proportions as the Committee determines; or
|
(b)
|
the estate of the last to die of such Participant and his Beneficiary or Beneficiaries.
|
1.
|
No Trust Required
|
2.
|
Funding of Obligation
|
1.
|
Appointment of Committee
|
2.
|
Duties of Committee
|
3.
|
Indemnification of Committee
|
4.
|
Unclaimed Benefits
|
1.
|
Nonguarantee of Employment
|
2.
|
Nonalienation of Benefits
|
3.
|
No Preference
|
4.
|
Incompetence of Recipient
|
5.
|
Texas Law to Apply
|
6.
|
Claims Procedure/Arbitration
|
7.
|
Reimbursement of Costs
|
8.
|
Acceleration of Payment
|
1.
|
Amendment
|
2.
|
Termination
|
3.
|
Rights of Participants
|
1.
|
Withdrawing Employers
|
(a)
|
the Company shall cause to be prepared a new plan (the “Successor Plan”) for the withdrawing Participating Employer, the terms of which shall be identical to the terms of this Plan;
|
(b)
|
the Company shall transfer, deliver and assign any and all benefit obligations under this Plan which relate to Participants who are employees
|
(c)
|
the withdrawing Participating Employer shall be deemed to have consented to the adoption of the Successor Plan.
|
2.
|
Transfer to Successor Plan
|
(a)
|
the Participant terminates employment with the Company or other Participating Employer in connection with the sale, spin-off or other disposition of a direct or indirect subsidiary of the Company or a sale or other disposition of assets of the Company or the assets of a direct or indirect subsidiary of the Company (the “Transaction”);
|
(b)
|
in connection with the Transaction, such separated Participant becomes employed by the subsidiary that is sold, spun-off or otherwise disposed of, the purchaser of the subsidiary or assets or other surviving entity in the Transaction, as the case may be, or an affiliate thereof, (the “Successor Employer”); and
|
(c)
|
in connection with and effective as of or prior to the closing of the Transaction, the Successor Employer establishes a new plan, the terms of
|
3.
|
Compliance with Code Section 409A With Regard Article XI
|
|
|
|
|
|
Page
|
ARTICLE I PURPOSE
|
2
|
1.01 Coordination with Base Plan
|
2
|
1.02 Duration of Plan
|
2
|
1.03 Applicability
|
2
|
ARTICLE II DEFINITIONS AND CONSTRUCTION
|
3
|
2.01 Definitions
|
3
|
2.02 Construction
|
5
|
ARTICLE III DESIGNATION OF PARTICIPANTS
|
6
|
3.01 Eligibility to Participate
|
6
|
ARTICLE IV PLAN BENEFITS
|
7
|
4.01 Calculation of Plan Benefit
|
7
|
4.02 Time and Form of Plan Payments
|
7
|
4.03 Distributions Following Plan Termination
|
14
|
4.04 Payment Upon Death of Participant
|
14
|
4.05 Funding
|
14
|
ARTICLE V ADMINISTRATION
|
15
|
5.01 Duties of Committee
|
15
|
ARTICLE VI AMENDMENT AND TERMINATION
|
16
|
6.01 Right to Amend
|
16
|
6.02 Right to Terminate
|
16
|
6.03 Rights of Participants
|
17
|
6.04 Liability of Successor
|
17
|
ARTICLE VII MISCELLANEOUS
|
18
|
7.01 Nonguarantee of Employment
|
18
|
7.02 Nonalienation of Benefits
|
18
|
7.03 No Preference
|
18
|
7.04 Incompetence of Recipient
|
18
|
7.05 Texas Law to Apply
|
18
|
7.06 Acceleration of Payment
|
18
|
1.
|
Duration of Plan
|
2.
|
Applicability
|
1.
|
Definitions
|
(a)
|
Affiliate
shall mean any entity affiliated with the Company under the terms of Code Section 414 that has adopted a Base Plan for the benefit of its
|
(b)
|
Amounts Not Subject to Code Section 409A
shall mean the present value of the amount to which the Participant would have been entitled under the Plan if he voluntarily Separated from Service without cause on December 31, 2004, and received a payment of the benefits available from the Plan on the earliest possible date allowed under the Plan to receive a payment of benefits following the Separation from Service, and received the benefits in the form with the maximum value.
|
(c)
|
Amounts Subject to Code Section 409A
shall mean the total amount accrued by the Participant under the Plan, reduced by all Amounts Not
|
(d)
|
Base Plan
shall mean the defined benefit plan or plans sponsored by the Company and/or its Affiliates and qualified under Code Section 401(a),
|
(a)
|
Change in Control
shall have the meaning set forth in Sections 4.02(a)(5)(iii) and 4.02(b)(5)(ii).
|
(b)
|
Code
shall mean the Internal Revenue Code of 1986, as amended from time to time.
|
(c)
|
Committee
shall mean the persons appointed under the provisions of Article V to administer the Plan.
|
(a)
|
Disability
or
Disabled
shall mean, for Plan purposes, a determination that the Participant:
|
(1)
|
Is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be
|
(2)
|
Is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three
|
(3)
|
months under an accident and health plan sponsored by the Employer.
|
(b)
|
Effective Date
of this restatement shall mean January 1, 2009. The original effective date of the Plan is January 1, 1990.
|
(c)
|
Employee
shall mean any individual on the payroll of an Employer (i) whose wages from the Employer are subject to withholding for purposes of Federal income taxes and for purposes of the Federal Insurance Contributions Act, (ii) who is included within a “select group of management or highly compensated employees,” as such term is used in Section 401(a)(1) of ERISA, and (iii) who is designated by the Committee as eligible to participate in the Plan.
|
(d)
|
Employer
shall mean the Company and any Affiliate of the Company to the extent that an Employee of such Affiliate is a Participant hereunder.
|
(e)
|
ERISA
shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.
|
(f)
|
Exchange Act
shall mean the Securities Exchange Act of 1934, as amended from time to time.
|
(g)
|
Key Employee
shall mean:
|
(1)
|
an officer of an Employer having annual compensation from the Employer of more than $130,000 per year, as adjusted from time to time in
|
(2)
|
a five percent (5%) owner of an Employer, or
|
(s)
|
Participant
shall mean an Employee who meets the eligibility requirements as determined by the Committee; provided, however, that effective on and after the date of a Change in Control, the term “Participant” shall be limited to those individuals who satisfy the eligibility requirements and who were Participants in the Plan as of the date immediately prior to the date of such Change in Control.
|
(a)
|
Person
shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries; (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates; (iii) an underwriter temporarily holding securities pursuant to an offering of such securities; or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.
|
(b)
|
Plan
shall mean the Trinity Industries, Inc. Supplemental Retirement Plan as set forth in this document, as this document may be amended from
|
(c)
|
Retirement
shall mean the date on which an Employee is eligible to begin receiving benefits from any Base Plan.
|
(d)
|
Separation from Service
or
Separate from Service
shall mean a termination of employment constituting a “separation from service” within the
|
2.
|
Construction
|
1.
|
Calculation of Plan Benefit
|
(a)
|
Basic Plan Benefit
. Benefits under the Plan shall be actuarially computed amounts payable to a Participant or Beneficiary so that the annual payments such Participant or Beneficiary shall receive from the Plan (as limited by paragraph (c) below) shall equal the amount of the payments which the Participant would have received at Retirement under the Base Plan except for the operation of the limits under Code Sections 401(a)(17) and 415, as those limits are described by the Base Plan.
|
(b)
|
Determination of Compensation
. If the applicable Base Plan is the Trinity Industries, Inc. Standard Pension Plan, the Participant’s “accrued benefit” under such plan will be determined by taking into account, as “compensation”, amounts otherwise excluded as a result of their deferral under the Supplemental Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates. For purposes of this paragraph, any compensation deferred is treated as compensation for benefit calculation purposes under the Plan only in the year(s) payment would otherwise have been made but for the deferral.
|
(c)
|
Subsequent Reductions Under Base Plan
. The Plan shall not compensate any Participant or Beneficiary for any adverse effects to the Participant which result in a reduction of benefits available from the Base Plan due to changes in the Base Plan benefit formula, social security laws or other laws and rules.
|
2.
|
Time and Form of Plan Payments
|
(a)
|
Amounts Subject to Code Section 409A
|
(1)
|
Election of Form of Distribution
. Within thirty (30) days following receipt of a written explanation of the terms of and the benefits provided
|
(i)
|
If an eligible Employee is participating in the Plan in 2008 and desires to file or modify a previously-filed election, he must complete such an election or modification and file it with the Committee on or before December 31, 2008; provided, however, that a Participant may not file a modified distribution election in 2008 that has the effect of deferring payment of amounts the Participant would otherwise receive in 2008 or cause payments to be made in 2008 that would otherwise be made subsequent to 2008. Such an election shall not be treated as a change in the form of a payment under Section 409A(a)(4) of the Code or an acceleration of a payment under Section 409A(a)(3) of the Code.
|
(ii)
|
A modification of a Participant’s previous election related to the distribution of Amounts Subject to Code Section 409A may be filed
|
(A)
|
Such modification shall not be effective for at least twelve (12) months after the date on which the modification is filed with the
|
(B)
|
Other than distributions made on account of death or Disability, any distributions to which such modification relates shall be
|
(C)
|
With respect to a distribution made in accordance with Section 4.02(a)(2)(A) below, such a modification may not be accepted by the Committee less than twelve (12) months before the date on which distributions were previously scheduled to begin under the Plan.
|
(2)
|
Timing of Distribution
. Except as otherwise provided, Amounts Subject to Code Section 409A that are payable under the Plan to a
|
(A)
|
The first day of the first month next following the Participant’s attainment of age 65; or
|
(B)
|
If a Participant Separates from Service before attaining age 65, the first day of the first month next following the Participant’s
|
(1)
|
Required Delay for Key Employees
. Notwithstanding any other provision of the Plan to the contrary, if a Participant is a Key Employee and Separates from Service for a reason other than death, such Participant’s distribution with respect to Amounts Subject to Code Section 409A may not commence earlier than six (6) months from the date of his Separation from Service. If it is determined that compliance with Code Section 409A necessitates distribution on a date certain, such distribution shall be made, or begin to be made, on the date that is six
|
(2)
|
Distribution for Disability
. Notwithstanding any provision of the Plan to the contrary, in the event a Participant becomes Disabled, he shall
|
(1)
|
Forfeiture
.
|
(i)
|
General Rule
. Benefits under the Plan will be paid only to supplement benefit payments actually made from the Base Plan. If benefits are not payable under the Base Plan because the Participant has failed to vest or for any other reason, no payments will be made under the Plan with respect to such Base Plan.
|
(ii)
|
Change in Control
. Notwithstanding paragraph (i), in the event that the Participant Separates from Service for any reason (other than
|
(iii)
|
Compliance with Code Section 409A
. For purposes of this Section 4.02(a)(5), Change in Control shall have the meaning set forth under Section 4.02(b)(5)(ii), except no distribution shall be made with respect to Amounts Subject to Code Section 409A upon a Change in Control unless such event or transaction constitutes a “change in ownership”, “change in effective control”, or “change in the ownership of a substantial portion of the assets” of the Company, within the meaning of Code Section 409A, Treasury Regulation 1.409A-3(i)(5), or other administrative guidance in effect at the time of the event or transaction. The occurrence of a Change in Control will be determined and certified by the Committee strictly in accordance with the foregoing sentence; the Committee may not exercise discretion in applying the requirements of the Code, Treasury Regulations, or other relevant guidance in the determination of the occurrence of a Change in Control. Notwithstanding the preceding, if Treasury Regulations or other guidance to be issued with respect to Code Section 409A provide that an accelerated payment due to Change in Control is not permitted, then
|
(b)
|
Amounts Not Subject to Code Section 409A
|
(1)
|
Form of Payment
. Except as provided in Section 4.02(b)(5), the Amounts Not Subject to Code Section 409A payable under the Plan to a Participant who is eligible to receive benefits from the Base Plan shall be made in the form of a single life annuity for the life of the Participant with a ten-year period certain and shall commence at age 65. In calculating the amount of a Participant’s benefit payments hereunder, the Participant’s benefit shall be calculated pursuant to Section 4.01 of the Plan assuming that the Base Plan benefit is to commence at the same time that benefit payments are to commence hereunder and will be made in the form of a single life annuity for the life of the Participant with a ten-year period certain (without regard to when the Participant has elected
|
(2)
|
Modifying the Form of Payment
. Notwithstanding the provisions of (1) above, with respect to Amounts Not Subject to Code Section 409A a Participant may elect a form of benefit payment under the Plan other than the form described above from among those optional forms of benefit payments available under the Base Plan at the time of the election, and/or may elect to begin the commencement of benefit payments prior to attaining age 65, with the payment amount adjusted to reflect the different form of distribution or commencement date using the actuarial assumptions provided in the Base Plan. Such an election may be made by a Participant only once during any calendar year, and the election will be effective only if the election is made more than twelve (12) months prior to the earlier of (i) the date benefit payments would commence under the Plan without regard to the election or (ii) the date benefit payments would commence under the Plan pursuant to the election.
|
(1)
|
Timing of Payments
. Except as provided in Section 4.02(b)(5), benefits payable under the Plan will be paid in coordination with any
|
(2)
|
Acceleration of Amounts Not Subject to Code Section 409A
. The preceding provisions of this Section 4.02(b) to the contrary notwithstanding, any Participant (or beneficiary of a deceased Participant) who has commenced receiving benefit payments under the Plan and who has more than one benefit payment remaining to be paid may elect in writing on a form that is approved by the Committee to waive his right to continue receiving benefit payments hereunder and in lieu thereof receive one lump sum payment in an amount equal to 90% of the present value of the benefit payments remaining to be paid at the time of such lump sum payment. The present value shall be determined using the actuarial assumptions that would be used for calculating lump sum distributions under the Base Plan, and the payment will be made in cash to the Participant (or beneficiary of a deceased Participant) no later than fifteen (15) days following receipt of his election by the Committee. In the event that Participant (or beneficiary of a deceased Participant) receives a lump sum payment in accordance with this provision, no further benefits will be owed to or on account of such Participant under the Plan and the remaining ten percent (10%) of the present value of the monthly payments shall be forfeited.
|
(1)
|
Forfeiture
.
|
(i)
|
General Rule
. If a Participant Separates from Service with the Company prior to his eligibility to receive early, normal or late Retirement benefits under the Base Plan, he shall forfeit all right, for himself and his Beneficiary, to any benefits under this Plan; provided, however, that in the event that such Separation from Service occurs for any reason (other than death or Disability) upon the occurrence of a Change in Control, then such Participant shall not forfeit his right to benefits hereunder and shall be entitled to a benefit calculated in accordance with Section 4.01. Such amount shall be payable to the Participant in a lump sum cash payment within five (5) days following such termination.
|
(ii)
|
Change in Control
. For purposes of this Section, a Change in Control shall be deemed to have occurred if the event set forth in any
|
(A)
|
Any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities unless the transaction resulting in a Person becoming the Beneficial Owner of thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities is approved in advance by the Board, excluding any Person who becomes such Beneficial Owner in connection with a transaction described in clause (i) of paragraph (c) below;
|
(B)
|
The following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on September 9, 2008, constitute the Board and any new director (other than a director whose initial assumption of office in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on September 9, 2008, or whose appointment, election or nomination for election was previously so
|
(C)
|
There is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity of any parent thereof) at least sixty percent (60%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after
|
(D)
|
The Company’s stockholders approve a plan of complete liquidation or dissolution of the Company, or a sale or disposition (whether by reorganization, merger, consolidation, split-up, spin-off, split-off, combination, subdivision, or other similar corporate transaction or event) by the Company of all or substantially all of the Company’s assets (in one transaction or a series of transactions within any period of twenty four (24) consecutive months) other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least sixty percent (60%) of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale. However, a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity (or two or more
|
3.
|
Distributions Following Plan Termination
|
4.
|
Payment Upon Death of Participant
|
5.
|
Funding
|
1.
|
Right to Amend
|
2.
|
Right to Terminate
|
(a)
|
Within twelve (12) months of the Company’s dissolution taxed under Code Section 331 or with the approval of a bankruptcy court pursuant to
|
(1)
|
The calendar year in which the Plan termination occurs;
|
(2)
|
The calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or
|
(b)
|
Within the thirty (30) days preceding or the twelve (12) months following a Change in Control, provided all substantially similar arrangements (within the meaning of Code Section 409A and related guidance issued thereunder) sponsored by the Company are also terminated, so that the Participant and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the date of termination of the arrangements.
|
(c)
|
At the discretion of the Company, provided that all of the following requirements are satisfied:
|
(1)
|
The termination and liquidation of the Plan do not occur proximate to a downturn in the financial health of the Company;
|
(2)
|
All arrangements sponsored by the Company that would be aggregated with any terminated arrangement under Treasury
|
(1)
|
No payments other than payments that would be payable under the terms of the arrangements if the termination had not occurred are made
|
(2)
|
All payments are made within twenty-four (24) months of the termination of the arrangements; and
|
(d)
|
Such other events and conditions as the Commissioner of Internal Revenue may prescribe in generally applicable guidance published in the
|
3.
|
Rights of Participants
|
4.
|
Liability of Successor
|
1.
|
Nonguarantee of Employment
|
2.
|
Nonalienation of Benefits
|
3.
|
No Preference
|
4.
|
Incompetence of Recipient
|
5.
|
Texas Law to Apply
|
6.
|
Acceleration of Payment
|
|
|
|
|
|
|
TRINITY INDUSTRIES, INC.
|
|
||
|
By:
|
|
|
|
|
|
TIMOTHY R. WALLACE
|
|
|
|
|
|
|
|
|
||||
|
|
|
||
|
|
|
||
|
Officer
|
|
||
|
|
|
||
|
|
|
|
Primary, if living, otherwise to Secondary
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Relationship
|
|
|
|
Secondary
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Relationship
|
|
|
|
|
|
|
|
|
|
Officer’s Signature
|
|
Date
|
•
|
Board member annual retainer - $70,000
|
•
|
Annual equity compensation - $130,000, using share price on the date of grant as the basis for awards
|
•
|
Presiding Director - annual retainer of $25,000
|
•
|
Chairs of Corporate Governance and Directors’ Nominating and Finance and Risk Committees - annual retainer of $15,000
|
•
|
Chairs of Audit and Human Resources Committees - annual retainer of $20,000
|
•
|
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
|
GRANTING CLAUSES
|
1
|
ARTICLE I
|
DEFINITIONS 8
|
Section 1.01
|
Definitions 8
|
Section 1.02
|
Rules of Construction 8
|
Section 1.03
|
Compliance Certificates and Opinions 9
|
Section 1.04
|
Acts of Noteholders 10
|
ARTICLE II
|
THE EQUIPMENT NOTES 11
|
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 14
|
Section 2.03
|
Note Registrar and Paying Agent 16
|
Section 2.04
|
Paying Agent to Hold Money in Trust 17
|
Section 2.05
|
Method of Payment 17
|
Section 2.06
|
Minimum Denomination 18
|
Section 2.07
|
Exchange Option 19
|
Section 2.08
|
Mutilated, Destroyed, Lost or Stolen Equipment Notes 20
|
Section 2.09
|
Payments of Transfer Taxes 20
|
Section 2.10
|
Book-Entry Registration 21
|
Section 2.11
|
Special Transfer Provisions 22
|
Section 2.12
|
Temporary Definitive Notes 25
|
Section 2.13
|
Statements to Noteholders 25
|
Section 2.14
|
CUSIP, CINS and ISIN Numbers 26
|
Section 2.15
|
Debt Treatment of Equipment Notes 27
|
Section 2.16
|
Compliance with Withholding Requirements 27
|
Section 2.17
|
Limitation on Transfers 27
|
ARTICLE III
|
INDENTURE ACCOUNTS; PRIORITY OF PAYMENTS 28
|
Section 3.01
|
Establishment of Indenture Accounts; Investments 28
|
Section 3.02
|
Collections Account 31
|
Section 3.03
|
Withdrawal upon an Event of Default 32
|
Section 3.04
|
Liquidity Reserve Account; Liquidity Facilities 32
|
Section 3.05
|
Optional Reinvestment Account 33
|
Section 3.06
|
Expense Account 34
|
Section 3.07
|
Series Accounts 35
|
Section 3.08
|
Redemption/Defeasance Account 35
|
Section 3.09
|
Mandatory Replacement Account 36
|
Section 3.10
|
Calculations 36
|
Section 3.11
|
Payment Date Distributions from the Collections Account 39
|
Section 3.12
|
Voluntary Redemptions 42
|
Section 3.13
|
Procedure for Redemptions 42
|
Section 3.14
|
Adjustments in Targeted Principal Balances 43
|
Section 3.15
|
Liquidity Facilities 44
|
Section 3.16
|
Hedge Agreements 46
|
ARTICLE IV
|
DEFAULT AND REMEDIES 48
|
Section 4.01
|
Events of Default 48
|
Section 4.02
|
Remedies Upon Event of Default 51
|
Section 4.03
|
Limitation on Suits 54
|
Section 4.04
|
Waiver of Existing Defaults 54
|
Section 4.05
|
Restoration of Rights and Remedies 55
|
Section 4.06
|
Remedies Cumulative 55
|
Section 4.07
|
Authority of Courts Not Required 55
|
Section 4.08
|
Rights of Noteholders to Receive Payment 55
|
Section 4.09
|
Indenture Trustee May File Proofs of Claim 55
|
Section 4.10
|
Undertaking for Costs 56
|
ARTICLE V
|
REPRESENTATIONS, WARRANTIES AND COVENANTS 56
|
Section 5.01
|
Representations and Warranties 56
|
Section 5.02
|
General Covenants 61
|
Section 5.03
|
Portfolio Covenants 68
|
Section 5.04
|
Operating Covenants 72
|
ARTICLE VI
|
THE INDENTURE TRUSTEE 81
|
Section 6.01
|
Acceptance of Trusts and Duties 81
|
Section 6.02
|
Absence of Duties 81
|
Section 6.03
|
Representations or Warranties 81
|
Section 6.04
|
Reliance; Agents; Advice of Counsel 81
|
Section 6.05
|
Not Acting in Individual Capacity 84
|
Section 6.06
|
No Compensation from Noteholders 84
|
Section 6.07
|
Notice of Defaults 84
|
Section 6.08
|
Indenture Trustee May Hold Securities 84
|
Section 6.09
|
Corporate Trustee Required; Eligibility 84
|
Section 6.10
|
Reports by the Issuer 84
|
Section 6.11
|
Compensation 84
|
Section 6.12
|
Certain Rights of the Requisite Majority 85
|
ARTICLE VII
|
SUCCESSOR TRUSTEES 85
|
Section 7.01
|
Resignation and Removal of Indenture Trustee 85
|
Section 7.02
|
Appointment of Successor 85
|
ARTICLE VIII
|
INDEMNITY 87
|
Section 8.01
|
Indemnity 87
|
Section 8.02
|
Noteholders' Indemnity 87
|
Section 8.03
|
Survival 87
|
ARTICLE IX
|
SUPPLEMENTAL INDENTURES 87
|
Section 9.01
|
Supplemental Indentures Without the Consent of the Noteholders 87
|
Section 9.02
|
Supplemental Indentures with the Consent of Noteholders 88
|
Section 9.03
|
Execution of Indenture Supplements and Series Supplements 90
|
Section 9.04
|
Effect of Indenture Supplements 90
|
Section 9.05
|
Reference in Equipment Notes to Supplements 90
|
Section 9.06
|
Issuance of Additional Series of Equipment Notes 90
|
ARTICLE X
|
MODIFICATION AND WAIVER 92
|
Section 10.01
|
Modification and Waiver with Consent of Holders 92
|
Section 10.02
|
Modification Without Consent of Holders 93
|
Section 10.03
|
Consent of Hedge Providers and Liquidity Facility Providers 93
|
Section 10.04
|
Subordination and Priority of Payments 93
|
Section 10.05
|
Execution of Amendments by Indenture Trustee 93
|
ARTICLE XI
|
SUBORDINATION 94
|
Section 11.01
|
Subordination 94
|
ARTICLE XII
|
DISCHARGE OF INDENTURE; DEFEASANCE 95
|
Section 12.01
|
Discharge of Liability on the Equipment Notes; Defeasance 95
|
Section 12.02
|
Conditions to Defeasance 96
|
Section 12.03
|
Application of Trust Money 97
|
Section 12.04
|
Repayment to the Issuer 97
|
Section 12.05
|
Indemnity for Government Obligations and Corporate Obligations 98
|
Section 12.06
|
Reinstatement 98
|
ARTICLE XIII
|
MISCELLANEOUS 98
|
Section 13.01
|
Right of Indenture Trustee to Perform 98
|
Section 13.02
|
Waiver 98
|
Section 13.03
|
Severability 99
|
Section 13.04
|
Notices 99
|
Section 13.05
|
Assignments 101
|
Section 13.06
|
Currency Conversion 101
|
Section 13.07
|
Application to Court 102
|
Section 13.08
|
Governing Law 102
|
Section 13.09
|
Jurisdiction 102
|
Section 13.10
|
Counterparts 103
|
Section 13.11
|
No Petition in Bankruptcy 103
|
Section 13.12
|
Table of Contents, Headings, Etc 103
|
Schedule
|
Description
|
Schedule 1
|
Account Information
|
|
|
|
|
Exhibit
|
Description
|
Exhibit A-1
|
Form of Certificate to be Given by Noteholders
|
Exhibit A-2
|
Form of Certificate to be Given by Euroclear or Clearstream
|
Exhibit A-3
|
Form of Certificate to Depository Regarding Interest
|
Exhibit A-4
|
Form of Depositary Certificate Regarding Interest
|
Exhibit A-5
|
Form of Transfer Certificate for Exchange or Transfer from 144A Book-Entry Note to Regulation S Book-Entry Note
|
Exhibit A-6
|
Form of Initial Purchaser Exchange Instructions
|
Exhibit A-7
|
Form of Certificate to be Given by Transferee of Beneficial Interest in a Regulation S Temporary Book-Entry Note
|
Exhibit A-8
|
Form of Transfer Certificate for Exchange or Transfer from Unrestricted Book-Entry Note to 144A Book-Entry Note
|
Exhibit B
|
Form of Investment Letter to be Delivered in Connection with Transfers to Non-QIB Accredited Investors
|
Exhibit C-1
|
Form of Monthly Report
|
Exhibit C-2
|
Form of Annual Report
|
Exhibit D
|
Form of Full Service Lease
|
Exhibit E
|
Form of Net Lease
|
|
TRINITY RAIL LEASING 2012 LLC
By: Trinity Industries Leasing Company,
its manager
By:
/s/ C. Lance Davis
Name: Cary Lance Davis
Title: Vice President
|
|
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: Jose L. Paredes
Title: Assistant Vice President
|
(a)
|
Compensation Reduction Contributions.
For each Year, each Employer shall credit the Compensation Reduction Contribution Account of each of its Employees participating in the Plan with an amount agreed to be credited by such Employer pursuant to a Compensation Reduction Agreement entered into between the Employer and the Participant for such Year, as provided in Section 4.02 hereof. The maximum amount that may be deferred each Plan Year shall be established by the Administrator from time to time. Such Compensation Reduction Agreement shall include a separate deferral election for each of the following types of Compensation:
|
(i)
|
Base Compensation;
|
(ii)
|
Annual Incentive Compensation;
|
(iii)
|
Performance-Based Compensation; and
|
(iv)
|
For Plan Years beginning prior to January 1, 2005, Award Compensation.
|
1.
|
Immediately following Subsection 2.01(f), a new Subsection 2.01(g) is hereby added to the Plan to read as follows, with the remaining subsections of 2.01 renumbered accordingly:
|
“(g)
|
ARCOSA: Arcosa, Inc., a corporation organized and existing under the laws of the State of Delaware. Arcosa was divested from the Company (the “
Spin Transaction
”) on November 1, 2018 (the “
Date of the Divestiture
”) and as a result of the Spin Transaction each of Arcosa and the Company became members of an unrelated controlled group of corporations.”
|
2.
|
Existing Subsection 2.01(u) (as renumbered), is hereby amended to add the following new language to the end of existing text:
|
3.
|
Existing Subsection 2.01(nn) (as renumbered), is hereby amended to add the following new language to the end of existing text:
|
4.
|
Immediately following amended Subsection 2.01(qq), a new Subsection 2.01(rr) is hereby added to the Plan to read as follows, with the remaining subsections of 2.01 renumbered accordingly:
|
“(rr)
|
Stock Unit: (Generally) A deemed share of either (i) Company common stock, or (ii) Arcosa common stock, each as more fully described in Section 5.04 hereof. Provided, however, that the following terms shall be used where appropriate:
|
5.
|
Section 3.03 is amended to add the following new subsections to the end of existing text:
|
“(g)
|
Special Rule for Employees Transferring to or from Arcosa
. If (A) an Employee transfers employment directly from the Employer and its Affiliates to Arcosa and its affiliates in connection with the Spin (i.e., on November 1, 2018), or, (B) if, following the Spin, the Employee is (a) providing services to Arcosa and its affiliates pursuant to the Transition Services Agreement by and between the Company and Arcosa and transfers employment directly from the Employer and its Affiliates to Arcosa and its affiliates within twenty-four (24) months of November 1, 2018; or (b) transfers employment directly from the Employer and its Affiliates to Arcosa and its affiliates within twelve (12) months of November 1, 2018
|
6.
|
Section 4.01(c) is amended to add the following new paragraph to the end of existing text:
|
7.
|
The second paragraph of Subsection 5.02(b) is hereby struck in its entirety and the following language is substituted in its place:
|
8.
|
Subsection 5.04 is hereby struck in its entirety and the following language is substituted in its place:
|
(a)
|
General
. Subject to the discretion of the Committee, one of the investment alternatives available under this Plan may be investment in Stock Units. For any Participant with an Account in this Plan on the Date of Divestiture, any Stock Unit in which such Participant’s prior Account balance was deemed invested shall continue to be invested as follows:
|
(1)
|
the number of Trinity Stock Units held in the Participant’s Account as of such date, and
|
(2)
|
a specified number of Arcosa Stock Units as determined under the appropriate formula relating to the Spin Transaction.
|
(b)
|
Investment in Stock Units
.
|
(1)
|
For purposes of calculating the number of Trinity Stock Units credited or deemed credited to a Participant’s Compensation Reduction Contribution Account pursuant to Section 5.03(b) hereof, and, for Plan Years beginning prior to January 1, 2004, Section 5.03(d) hereof, the price of a Trinity Stock Unit shall be equal to one hundred percent (100%) of the closing price on the New York Stock Exchange of a share of the Company’s common stock on the date on which the Trinity Stock Units are credited or deemed credited to the Participant’s Accounts (or if no shares of the Company’s common stock are traded on such date, on the immediately preceding trading date). For Plan Years beginning prior to January 1, 2004, for purposes of calculating the number of Trinity Stock Units credited to a Participant’s Matching Contribution Account or Additional Matching Contribution Account, the price of a Trinity Stock Unit shall be equal to one hundred percent (100%) of the average daily closing price on the New York Stock Exchange of a Share of the Company’s common stock for the Year with respect to which the Trinity Stock Units are credited to the Participant’s Accounts, provided that for Stock Units credited with respect to the Year ending March 31, 2000, such average daily closing price shall be calculated for the period beginning on January 1, 2000 and ending on such March 31, 2000.
|
(2)
|
For purposes of calculating the number of Arcosa Stock Units credited or deemed credited to a Participant’s Account pursuant to Section 5.04(a)(2) hereof on the Date of Divestiture, the Participant shall receive a number of Arcosa Stock Units based on the number of Trinity Stock Units held by such Participant on the Date of Divestiture and will be determined using such distribution ratio that is consistent with how all Trinity
|
(i)
|
A Participant may not make an election to allocate any future contributions to investment in Arcosa Stock Units;
|
(ii)
|
A Participant may not take any action with respect to the investment of the Account that would result in an increase in the portion of the Account so invested in Arcosa Stock Units (provided, however, that the Participant may continue to direct investment in Trinity Stock Units as provided for in 5.02(b)); and
|
(iii)
|
In the event of any dilution or other adjustment, any Arcosa Stock Units allocated to the Account of such Participant (or Former Participant or Beneficiary) shall continue to be adjusted as provided under paragraph (e) of this Section 5.04 below.
|
(3)
|
Participants will have 18 months from the Date of Divestiture to evaluate the Plan’s fund line up and select where assets currently invested in Arcosa Stock Units should be deemed to be invested. If after 18 months, any Arcosa Stock Units remain as a deemed investment in a Participant’s Account, such Arcosa Stock Units will be liquidated and the proceeds deemed to be invested in an appropriate investment alternative as selected by the Committee.
|
(c)
|
Voting Rights
. A Participant shall not be entitled to any voting rights with respect to the Stock Units credited or deemed credited to his Accounts.
|
(d)
|
Dividends
. To the extent that a dividend is paid on the Company’s common stock, the Committee shall credit to the Accounts of each Participant whose Accounts are invested or deemed invested in Stock Units an amount in cash equal to the value of such dividends.
|
(e)
|
Dilution and Other Adjustments
. In the event of any change in the outstanding shares of common stock of the Company by reason of any stock dividend, split, spin-off, recapitalization, merger, consolidation, combination, extraordinary dividend, exchange of shares or other similar change, the Committee shall adjust the number or kind of Stock Units then allocated or deemed allocated to the Participants’ Accounts as follows:
|
(1)
|
Subject to any required action by stockholders, the number of Stock Units shall be proportionately adjusted for any increase or decrease in the number of issued shares of the Company’s common stock resulting from (i) a subdivision or consolidation of shares, (ii) the payment of a stock dividend or (iii) any other increase or decrease in the number of shares effected without receipt of consideration by the Company.
|
(2)
|
In the event of a change in the shares of the Company’s common stock as presently constituted, which is limited to a change of par value into the same number of shares with a different par value or without par value, the shares of the Company’s common stock resulting from any such change shall be deemed to be the shares of common stock within the meaning of this Plan.
|
9.
|
The second paragraph of Subsection 6.02(c)(3) is hereby struck in its entirety and the following language in its place:
|
10.
|
Section 9.09 is deleted in its entirety and replaced as follows:
|
11.
|
New Exhibit A is attached to the Plan.
|
|
|
|
TRINITY INDUSTRIES, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Melendy Lovett
|
|
|
|
Name:
|
Melendy E. Lovett
|
|
|
|
Title:
|
Senior Vice President and
|
|
|
|
|
Chief Administrative Officer
|
1.
|
Section 3.01 of the Plan is hereby amended by adding the following sentence at the end thereof to be and read as follows:
|
2.
|
Section 4.01 of the Plan is hereby amended by adding the following new subparagraph (d) at the end thereof to be and
|
|
|
|
|
|
|
|
(i)
|
|
_____ for ___% of the Restricted Shares;
|
|
|
(ii)
|
|
_____ for ___% of the Restricted Shares;
|
|
|
(iii)
|
|
_____ for ___% of the Restricted Shares;
|
|
|
(iv)
|
|
death;
|
|
|
(v)
|
|
Disability as defined in the Plan;
|
|
|
(vi)
|
|
a Change in Control as defined in the Plan; or
|
|
|
(vii)
|
|
the consent, at any time after three years from the date of this grant, to the removal of the restrictions by the Human Resources Committee (the “Committee”) in its sole discretion.
|
|
|
|
|
|
|
|
TRINITY INDUSTRIES, INC.
|
|
|
|
|
|
|
|
|
|
NAME: WILLIAM A. MCWHIRTER
|
|
|
|
|
TITLE: SENIOR VICE PRESIDENT &
CHIEF FINANCIAL OFFICER
|
|
|
|
||||
|
|
GRANTEE
|
|
|
|
|
|
|
|
|
|
NAME:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DATE
|
|
NAME
|
1.
|
Grant of Units
|
2.
|
Vesting Schedule
|
3.
|
Restrictions
|
4.
|
Dividend Equivalents
|
5.
|
Changes in Stock
|
6.
|
Form and Timing of Payment
|
7.
|
Taxes
|
8.
|
Miscellaneous
|
•
|
All amounts credited to the Director’s Account under this Agreement shall continue for all purposes to be a part of the general assets of the Company.
|
•
|
The parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this
|
•
|
Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon delivery to the Director at Director’s
|
•
|
Neither the Plan nor this Agreement nor any provisions under either shall be construed so as to grant the Director any right to remain as a Director of
|
(g)
|
This Agreement may be changed or modified by written amendment, without Director’s consent or signature, if the Company determines, in its sole discretion, that such change or modification is necessary for purposes of compliance with or exemption from the requirements of Section 409A of the Internal Revenue Code and any regulations or other guidance issued thereunder.
|
|
|
|
TRINITY INDUSTRIES, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OFFICER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
|
|
|
|
|
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
19
|
Section 6.1
|
Amendment
19
|
Section 6.2
|
Notices
19
|
Section 6.3
|
Merger and Integration
19
|
Section 6.4
|
Severability of Provisions
19
|
Section 6.5
|
Governing Law
19
|
Section 6.6
|
Counterparts
20
|
Section 6.7
|
Binding Effect; Assignability
20
|
Section 6.8
|
Third Party Beneficiaries
20
|
Section 6.9
|
Term
21
|
EXHIBIT A
|
FORM OF BILL OF SALE
|
EXHIBIT B
|
FORM OF ASSIGNMENT AND ASSUMPTION
|
EXHIBIT C
|
DELIVERY SCHEDULE ON THE CLOSING DATE
|
a.
|
In the event of any breach of a representation and warranty made by the Purchaser hereunder, each Seller covenants and agrees that such Seller will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since all Outstanding Obligations under all other Operative Agreements have been paid in full. Each Seller and the Purchaser agree that damages will not be an adequate remedy for a breach of this covenant and that this covenant may be specifically enforced by the Purchaser or any third party beneficiary described in Section 6.8.
|
|
TRINITY RAIL LEASING WAREHOUSE TRUST
By:
/s/ C. Lance Davis
Name: Cary Lance Davis
Title: Vice President
|
|
TRINITY INDUSTRIES LEASING COMPANY
By:
/s/ C. Lance Davis
Name: Cary Lance Davis
Title: Vice President
|
|
TRINITY RAIL LEASING 2012 LLC
By:
Trinity Industries Leasing Company
, as sole member and manager
By:
/s/ C. Lance Davis
Name: Cary Lance Davis
Title: Vice President
|
|
[Insert name of Seller]
By:
Name:
Title:
|
STATE OF ___________
|
)
|
|
|
)
|
SS:
|
COUNTY OF _________
|
)
|
|
|
Notary Public
|
My Commission Expires:
|
|
|
[Insert name of Assignor]
By:
Name:
Title:
|
|
TRINITY RAIL LEASING 2012 LLC
,
By:Trinity Industries Leasing Company, as sole member and manager
By:
Name:
Title:
|
|
[Insert name of Seller]
By:
Name:
Title:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i)
|
|
|
|
for
|
|
|
|
% of the Restricted Shares;
|
|
|
(ii)
|
|
|
|
for
|
|
|
|
% of the Restricted Shares;
|
|
|
(iii)
|
|
|
|
for
|
|
|
|
% of the Restricted Shares;
|
|
|
(iv)
|
|
|
|
for
|
|
|
|
% of the Restricted Shares;
|
|
|
(v)
|
|
|
|
for
|
|
|
|
% of the Restricted Shares;
|
|
|
(vi)
|
|
death;
|
||||||
|
|
(vii)
|
|
Disability as defined in the Plan;
|
||||||
|
|
(viii)
|
|
a Change in Control as defined in the Plan; or
|
||||||
|
|
(ix)
|
|
the consent, at any time after three years from the date of this grant, to the removal of the restrictions by the Human Resources Committee (the “Committee”) in its sole discretion.
|
|
|
|
|
|
|
|
TRINITY INDUSTRIES, INC.
|
||
|
|
|
|
|
|
|
|
||
|
|
NAME:
|
|
WILLIAM A. MCWHIRTER
|
|
|
TITLE:
|
|
SENIOR VICE PRESIDENT &
|
|
|
|
|
CHIEF FINANCIAL OFFICER
|
|
|
|
|
|
|
|
GRANTEE
|
||
|
|
|
|
|
|
|
|
||
|
|
NAME:
|
|
|
|
|
|
|
|
|
|
|
DATE
|
|
NAME
|
|
1.
|
Grant of Units
|
2.
|
Vesting Schedule
|
3.
|
Restrictions
|
4.
|
Dividend Equivalents
|
5.
|
Changes in Stock
|
6.
|
Form and Timing of Payment
|
7.
|
Taxes
|
8.
|
Miscellaneous
|
•
|
All amounts credited to the Director’s Account under this Agreement shall continue for all purposes to be a part of the general assets of the Company.
|
•
|
The parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this
|
•
|
Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon delivery to the Director at Director’s
|
•
|
Neither the Plan nor this Agreement nor any provisions under either shall be construed so as to grant the Director any right to remain as a Director of
|
(g)
|
This Agreement may be changed or modified by written amendment, without Director’s consent or signature, if the Company determines, in its sole discretion, that such change or modification is necessary for purposes of compliance with or exemption from the requirements of Section 409A of the Internal Revenue Code and any regulations or other guidance issued thereunder.
|
Trinity Industries, Inc.
Active Subsidiaries as of December 31, 2018
|
||||||
Name of Subsidiary
|
|
Domicile
|
|
Ownership
Percentage |
||
CJB Prime Property, LLC
|
|
Delaware
|
|
100
|
%
|
|
CJB Canada Mfg. Corp.
|
|
Brit Columbia
|
|
100
|
%
|
|
Heritage Aviation Services LLC
|
|
Nevada
|
|
100
|
%
|
|
International Industrial Indemnity Company
|
|
Vermont
|
|
100
|
%
|
|
Reunion General Agency, Inc.
|
|
Texas
|
|
100
|
%
|
|
Trinity Argentina S.R.L.
|
|
Argentina
|
|
100
|
%
|
|
Trinity Corporate Services, LLC
|
|
Delaware
|
|
100
|
%
|
|
Vigilant Systems, Inc.
|
|
Texas
|
|
100
|
%
|
|
Trinity Heads, Inc.
|
|
Delaware
|
|
100
|
%
|
|
Trinity Highway Products, LLC
|
|
Delaware
|
|
100
|
%
|
|
QEAS, Inc.
|
|
Delaware
|
|
100
|
%
|
|
Quixote Transportation Safety, Inc.
|
|
Delaware
|
|
100
|
%
|
|
E-Tech Testing Services, Inc.
|
|
Delaware
|
|
100
|
%
|
|
Energy Absorption Systems, Inc.
|
|
Delaware
|
|
100
|
%
|
|
EAS Road Products, Inc.
|
|
Delaware
|
|
100
|
%
|
|
EAS Road Products (Singapore Branch), Inc.
|
|
Delaware
|
|
100
|
%
|
|
Energy Absorption Systems (Europe), Inc.
|
|
Delaware
|
|
100
|
%
|
|
Quixote International Enterprises, LLC
|
|
Delaware
|
|
100
|
%
|
|
Trinity Z, LLC
|
|
Delaware
|
|
100
|
%
|
|
Trinity B, LLC
|
|
Delaware
|
|
100
|
%
|
|
Trinity Highway Rentals, Inc.
|
|
Delaware
|
|
100
|
%
|
|
Trinity Industries International, Inc.
|
|
Delaware
|
|
100
|
%
|
|
Trinity Industries Leasing Company
|
|
Delaware
|
|
100
|
%
|
|
RIV 2013 Rail Holdings LLC
|
|
Delaware
|
|
31
|
%
|
*
|
Trinity Rail Leasing 2012 LLC
|
|
Delaware
|
|
100
|
%
|
|
RIV II, LLC
|
|
Delaware
|
|
100
|
%
|
|
RIV III, LLC
|
|
Delaware
|
|
100
|
%
|
|
TILX GP III, LLC
|
|
Delaware
|
|
100
|
%
|
|
Trinity Rail Leasing III LP
|
|
Texas
|
|
1
|
%
|
|
TILX LP III, LLC
|
|
Delaware
|
|
100
|
%
|
|
Trinity Rail Leasing III LP
|
|
Texas
|
|
99
|
%
|
|
TILX GP IV, LLC
|
|
Delaware
|
|
100
|
%
|
|
Trinity Rail Leasing IV LP
|
|
Texas
|
|
1
|
%
|
|
TILX LP IV, LLC
|
|
Delaware
|
|
100
|
%
|
|
Trinity Rail Leasing IV LP
|
|
Texas
|
|
99
|
%
|
|
TILX GP V, LLC
|
|
Delaware
|
|
100
|
%
|
|
Trinity Rail Leasing V LP
|
|
Texas
|
|
1
|
%
|
|
TILX LP V, LLC
|
|
Delaware
|
|
100
|
%
|
|
Trinity Rail Leasing V LP
|
|
Texas
|
|
99
|
%
|
|
Trinity Marks Company
|
|
Delaware
|
|
100
|
%
|
|
Trinity Rail, Inc.
|
|
Delaware
|
|
100
|
%
|
|
Trinity Rail Management, Inc.
|
|
Delaware
|
|
100
|
%
|
|
TILX GP I, LLC
|
|
Delaware
|
|
100
|
%
|
|
Trinity Rail Leasing I LP
|
|
Texas
|
|
1
|
%
|
|
TILX LP I, LLC
|
|
Delaware
|
|
100
|
%
|
|
Trinity Rail Leasing I LP
|
|
Texas
|
|
99
|
%
|
|
TrinityRail Canada Inc.
|
|
Brit Columbia
|
|
100
|
%
|
|
Trinity Rail Leasing 2010 LLC
|
|
Delaware
|
|
100
|
%
|
|
Trinity Rail Leasing 2017 LLC
|
|
Delaware
|
|
100
|
%
|
|
Trinity Rail Leasing 2018 LLC
|
|
Delaware
|
|
100
|
%
|
|
Trinity Rail Leasing VI LLC
|
|
Delaware
|
|
100
|
%
|
|
Trinity Rail Leasing VII LLC
|
|
Delaware
|
|
100
|
%
|
|
Trinity Rail Leasing Warehouse Trust
|
|
Delaware
|
|
100
|
%
|
|
TRIP Rail Holdings LLC
|
|
Delaware
|
|
43
|
%
|
*
|
TRIP Rail Leasing LLC
|
|
Delaware
|
|
100
|
%
|
|
TRIP Rail Master Funding LLC
|
|
Delaware
|
|
100
|
%
|
|
TrinityRail Investment Holding Company LLC
|
|
Delaware
|
|
100
|
%
|
|
TRIHC 2018 LLC
|
|
Delaware
|
|
100
|
%
|
|
Trinity Industries Metals Laboratory, Inc.
|
|
Delaware
|
|
100
|
%
|
|
Trinity Industries Railcar Corporation
|
|
Delaware
|
|
100
|
%
|
|
Trinity Logistics Group, Inc.
|
|
Texas
|
|
100
|
%
|
|
Trinity Central Maintenance, LLC
|
|
Delaware
|
|
100
|
%
|
|
Trinity Rail Group, LLC
|
|
Delaware
|
|
100
|
%
|
|
Thrall International Holdings, LLC
|
|
Illinois
|
|
100
|
%
|
|
TrinityRail Commercial Services, LLC
|
|
Delaware
|
|
100
|
%
|
|
Trinity Rail de Mexico, S. de R.L. de C.V.
|
|
Mexico
|
|
33
|
%
|
|
Trinity Rail Sabinas, S. de R.L. de C.V.
|
|
Mexico
|
|
33
|
%
|
|
Trinity North American Freight Car, Inc.
|
|
Delaware
|
|
100
|
%
|
|
Trinity Parts & Components, LLC
|
|
Delaware
|
|
100
|
%
|
|
TrinityRail Maintenance Services, Inc.
|
|
Delaware
|
|
100
|
%
|
|
MCM Railyard, LLC
|
|
Delaware
|
|
100
|
%
|
|
Trinity Rail de Mexico, S. de R.L. de C.V.
|
|
Mexico
|
|
67
|
%
|
|
Trinity Rail Sabinas, S. de R.L. de C.V.
|
|
Mexico
|
|
67
|
%
|
|
Trinity Tank Car, Inc.
|
|
Delaware
|
|
100
|
%
|
|
TrinityRail Products, LLC
|
|
Delaware
|
|
100
|
%
|
|
TrinityRail Asset Management Company, Inc.
|
|
Delaware
|
|
100
|
%
|
|
TRN Services, LLC
|
|
Delaware
|
|
100
|
%
|
|
Waldorf Properties, Inc.
|
|
Delaware
|
|
100
|
%
|
|
Gambles, Inc.
|
|
Alabama
|
|
100
|
%
|
|
McConway & Torley - Anniston, Inc.
|
|
Delaware
|
|
100
|
%
|
|
Mosher Steel Company
|
|
Texas
|
|
100
|
%
|
|
Platzer Shipyard, Inc.
|
|
Delaware
|
|
100
|
%
|
|
Standard Forgings Corporation
|
|
Delaware
|
|
100
|
%
|
|
Trinity Financial Services, Inc.
|
|
Delaware
|
|
100
|
%
|
|
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)
|
1
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
912
|
|
2
|
|
1
|
|
11
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Belton
(4101043)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
118
|
|
3
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Malloy Bridge
(4102946)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
354
|
|
5
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Cottonwood
(4104553)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
236
|
|
4
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Wills Point
(4104113)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
5
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Indian Village
(1600348)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
354
|
|
5
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Kopperl
(4104450)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
1,140
|
|
5
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Wills Point II
(4104071)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
118
|
|
4
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Asa
(4104399)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
256
|
|
3
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Paradise
(4103253)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
118
|
|
3
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Anacoco
(1600543)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
826
|
|
6
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Curry
(4105307)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
354
|
|
5
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Streetman
(4101628)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
236
|
|
4
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Boulder
(0504415)
|
1
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
2,039
|
|
7
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Frazier Park
(0400555)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
573
|
|
8
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Livingston
(0100034)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
118
|
|
3
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Erwinville
(1600033)
|
4
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
6,956
|
|
9
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Brooks
(1500187)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Brooklyn
(1200254)
|
2
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$
|
652
|
|
10
|
|
—
|
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
1
|
|
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.
|
2
|
|
One S&S citation and two non-S&S citation were issued.
|
3
|
|
One non-S&S citation was issued.
|
4
|
|
Two non-S&S citations were issued.
|
5
|
|
Three non-S&S citations were issued.
|
6
|
|
Seven non-S&S citations were issued.
|
7
|
|
One S&S citation and three non-S&S citations were issued.
|
8
|
|
Three non-S&S citations were issued. Proposed amounts are still pending.
|
9
|
|
Four S&S citations and twelve non-S&S citations were issued.
|
10
|
|
Two S&S citations and two non-S&S citations were issued.
|
11
|
|
On April 12, 2018, a fatality occurred within the property boundaries of the Rye Plant. MSHA's investigation and determination that the fatality would be non-chargeable as a Mining-Related Fatality pursuant to Accident/Illness Investigations Procedure Handbook Number PH11-I-1 was still pending at the time of the Arcosa spin-off.
|