(Mark One)
|
|
☑
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
OR
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
75-0225040
|
||
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
||
2525 N. Stemmons Freeway
|
|
||
Dallas,
|
Texas
|
75207-2401
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange
on which registered
|
Common Stock
|
TRN
|
New York Stock Exchange
|
Caption
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions, except per share amounts)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Manufacturing
|
$
|
487.4
|
|
|
$
|
379.7
|
|
|
$
|
1,351.1
|
|
|
$
|
1,159.4
|
|
Leasing
|
326.2
|
|
|
227.2
|
|
|
803.3
|
|
|
614.7
|
|
||||
|
813.6
|
|
|
606.9
|
|
|
2,154.4
|
|
|
1,774.1
|
|
||||
Operating costs:
|
|
|
|
|
|
|
|
||||||||
Cost of revenues:
|
|
|
|
|
|
|
|
||||||||
Manufacturing
|
430.7
|
|
|
333.5
|
|
|
1,181.9
|
|
|
1,003.4
|
|
||||
Leasing
|
218.4
|
|
|
133.0
|
|
|
509.1
|
|
|
344.9
|
|
||||
|
649.1
|
|
|
466.5
|
|
|
1,691.0
|
|
|
1,348.3
|
|
||||
Selling, engineering, and administrative expenses:
|
|
|
|
|
|
|
|
||||||||
Manufacturing
|
27.5
|
|
|
26.3
|
|
|
77.2
|
|
|
72.9
|
|
||||
Leasing
|
10.7
|
|
|
11.9
|
|
|
36.2
|
|
|
36.7
|
|
||||
Other
|
23.9
|
|
|
37.4
|
|
|
78.1
|
|
|
115.0
|
|
||||
|
62.1
|
|
|
75.6
|
|
|
191.5
|
|
|
224.6
|
|
||||
Gains (losses) on dispositions of property:
|
|
|
|
|
|
|
|
||||||||
Net gains on railcar lease fleet sales owned more than one year at the time of sale
|
18.1
|
|
|
9.4
|
|
|
44.7
|
|
|
21.0
|
|
||||
Other
|
(0.2
|
)
|
|
1.0
|
|
|
2.5
|
|
|
3.1
|
|
||||
|
17.9
|
|
|
10.4
|
|
|
47.2
|
|
|
24.1
|
|
||||
Total operating profit
|
120.3
|
|
|
75.2
|
|
|
319.1
|
|
|
225.3
|
|
||||
Other (income) expense:
|
|
|
|
|
|
|
|
||||||||
Interest income
|
(1.8
|
)
|
|
(2.4
|
)
|
|
(4.7
|
)
|
|
(10.0
|
)
|
||||
Interest expense
|
55.8
|
|
|
42.8
|
|
|
165.5
|
|
|
132.9
|
|
||||
Other, net
|
—
|
|
|
(0.4
|
)
|
|
0.2
|
|
|
(3.5
|
)
|
||||
|
54.0
|
|
|
40.0
|
|
|
161.0
|
|
|
119.4
|
|
||||
Income from continuing operations before income taxes
|
66.3
|
|
|
35.2
|
|
|
158.1
|
|
|
105.9
|
|
||||
Provision for income taxes
|
18.2
|
|
|
6.7
|
|
|
41.2
|
|
|
24.9
|
|
||||
Income from continuing operations
|
48.1
|
|
|
28.5
|
|
|
116.9
|
|
|
81.0
|
|
||||
Income (loss) from discontinued operations, net of provision (benefit) for income taxes of $(0.1), $4.0, $(0.6), and $21.2
|
(0.4
|
)
|
|
(0.2
|
)
|
|
(2.3
|
)
|
|
54.4
|
|
||||
Net income
|
47.7
|
|
|
28.3
|
|
|
114.6
|
|
|
135.4
|
|
||||
Net income (loss) attributable to noncontrolling interest
|
(1.3
|
)
|
|
0.6
|
|
|
(1.4
|
)
|
|
3.4
|
|
||||
Net income attributable to Trinity Industries, Inc.
|
$
|
49.0
|
|
|
$
|
27.7
|
|
|
$
|
116.0
|
|
|
$
|
132.0
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.39
|
|
|
$
|
0.19
|
|
|
$
|
0.91
|
|
|
$
|
0.52
|
|
Income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
|
0.37
|
|
||||
Basic net income attributable to Trinity Industries, Inc.
|
$
|
0.39
|
|
|
$
|
0.19
|
|
|
$
|
0.89
|
|
|
$
|
0.89
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.39
|
|
|
$
|
0.19
|
|
|
$
|
0.90
|
|
|
$
|
0.51
|
|
Income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
|
0.36
|
|
||||
Diluted net income attributable to Trinity Industries, Inc.
|
$
|
0.39
|
|
|
$
|
0.19
|
|
|
$
|
0.88
|
|
|
$
|
0.87
|
|
Weighted average number of shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
124.7
|
|
|
145.0
|
|
|
127.6
|
|
|
146.1
|
|
||||
Diluted
|
126.0
|
|
|
145.8
|
|
|
129.2
|
|
|
148.8
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Net income
|
$
|
47.7
|
|
|
$
|
28.3
|
|
|
$
|
114.6
|
|
|
$
|
135.4
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
||||||||
Unrealized (losses) gains arising during the period, net of tax benefit of $1.4, $-, $5.6, and $-
|
(4.6
|
)
|
|
0.2
|
|
|
(18.1
|
)
|
|
0.1
|
|
||||
Reclassification adjustments for losses included in net income, net of tax benefit of $0.3, $0.2, $0.7, and $0.1
|
1.0
|
|
|
0.4
|
|
|
2.9
|
|
|
1.7
|
|
||||
Currency translation adjustment
|
—
|
|
|
0.5
|
|
|
—
|
|
|
(1.0
|
)
|
||||
Defined benefit plans:
|
|
|
|
|
|
|
|
||||||||
Amortization of net actuarial losses, net of tax benefit of $0.3, $0.3, $0.9, and $0.9
|
0.9
|
|
|
1.0
|
|
|
2.5
|
|
|
2.7
|
|
||||
|
(2.7
|
)
|
|
2.1
|
|
|
(12.7
|
)
|
|
3.5
|
|
||||
Comprehensive income
|
45.0
|
|
|
30.4
|
|
|
101.9
|
|
|
138.9
|
|
||||
Less: comprehensive income (loss) attributable to noncontrolling interest
|
(0.9
|
)
|
|
0.9
|
|
|
(0.4
|
)
|
|
4.5
|
|
||||
Comprehensive income attributable to Trinity Industries, Inc.
|
$
|
45.9
|
|
|
$
|
29.5
|
|
|
$
|
102.3
|
|
|
$
|
134.4
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
|
(unaudited)
|
|
|
||||
|
(in millions)
|
||||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
97.6
|
|
|
$
|
179.2
|
|
Receivables, net of allowance
|
304.7
|
|
|
276.6
|
|
||
Income tax receivable
|
21.1
|
|
|
40.4
|
|
||
Inventories:
|
|
|
|
||||
Raw materials and supplies
|
342.2
|
|
|
342.5
|
|
||
Work in process
|
189.0
|
|
|
119.3
|
|
||
Finished goods
|
101.7
|
|
|
62.9
|
|
||
|
632.9
|
|
|
524.7
|
|
||
Restricted cash, including partially-owned subsidiaries of $30.9 and $36.6
|
117.5
|
|
|
171.6
|
|
||
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $2,057.5 and $2,032.0
|
9,011.8
|
|
|
8,253.4
|
|
||
Less accumulated depreciation, including partially-owned subsidiaries of $513.6 and $472.0
|
(2,095.1
|
)
|
|
(1,919.0
|
)
|
||
|
6,916.7
|
|
|
6,334.4
|
|
||
Goodwill
|
208.8
|
|
|
208.8
|
|
||
Other assets
|
343.8
|
|
|
253.5
|
|
||
Total assets
|
$
|
8,643.1
|
|
|
$
|
7,989.2
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Accounts payable
|
$
|
250.8
|
|
|
$
|
212.1
|
|
Accrued liabilities
|
368.9
|
|
|
368.3
|
|
||
Debt:
|
|
|
|
||||
Recourse
|
472.7
|
|
|
397.4
|
|
||
Non-recourse:
|
|
|
|
||||
Wholly-owned subsidiaries
|
2,923.2
|
|
|
2,316.6
|
|
||
Partially-owned subsidiaries
|
1,289.3
|
|
|
1,315.2
|
|
||
|
4,685.2
|
|
|
4,029.2
|
|
||
Deferred income
|
—
|
|
|
17.7
|
|
||
Deferred income taxes
|
784.1
|
|
|
743.1
|
|
||
Other liabilities
|
94.8
|
|
|
56.8
|
|
||
Total liabilities
|
6,183.8
|
|
|
5,427.2
|
|
||
|
|
|
|
||||
Preferred stock – 1.5 shares authorized and unissued
|
—
|
|
|
—
|
|
||
Common stock – 400.0 shares authorized
|
1.3
|
|
|
1.3
|
|
||
Capital in excess of par value
|
—
|
|
|
1.2
|
|
||
Retained earnings
|
2,342.1
|
|
|
2,326.1
|
|
||
Accumulated other comprehensive loss
|
(130.5
|
)
|
|
(116.8
|
)
|
||
Treasury stock
|
(102.3
|
)
|
|
(1.0
|
)
|
||
|
2,110.6
|
|
|
2,210.8
|
|
||
Noncontrolling interest
|
348.7
|
|
|
351.2
|
|
||
Total stockholders' equity
|
2,459.3
|
|
|
2,562.0
|
|
||
Total liabilities and stockholders' equity
|
$
|
8,643.1
|
|
|
$
|
7,989.2
|
|
|
Nine Months Ended
September 30, |
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
114.6
|
|
|
$
|
135.4
|
|
(Income) loss from discontinued operations, net of income taxes
|
2.3
|
|
|
(54.4
|
)
|
||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
210.5
|
|
|
184.3
|
|
||
Stock-based compensation expense
|
21.4
|
|
|
21.8
|
|
||
Provision for deferred income taxes
|
38.5
|
|
|
36.4
|
|
||
Net gains on railcar lease fleet sales owned more than one year at the time of sale
|
(44.7
|
)
|
|
(21.0
|
)
|
||
Gains on dispositions of property and other assets
|
(2.5
|
)
|
|
(3.1
|
)
|
||
Non-cash interest expense
|
10.4
|
|
|
15.0
|
|
||
Other
|
(4.3
|
)
|
|
(1.3
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
(Increase) decrease in receivables
|
(8.8
|
)
|
|
(34.4
|
)
|
||
(Increase) decrease in inventories
|
(108.2
|
)
|
|
(78.5
|
)
|
||
(Increase) decrease in other assets
|
(68.6
|
)
|
|
(56.5
|
)
|
||
Increase (decrease) in accounts payable
|
38.7
|
|
|
39.2
|
|
||
Increase (decrease) in accrued liabilities
|
(28.8
|
)
|
|
(2.8
|
)
|
||
Increase (decrease) in other liabilities
|
(6.5
|
)
|
|
(0.6
|
)
|
||
Net cash provided by operating activities – continuing operations
|
164.0
|
|
|
179.5
|
|
||
Net cash provided by operating activities – discontinued operations
|
—
|
|
|
140.4
|
|
||
Net cash provided by operating activities
|
164.0
|
|
|
319.9
|
|
||
|
|
|
|
||||
Investing activities:
|
|
|
|
||||
Decrease in short-term marketable securities
|
—
|
|
|
319.5
|
|
||
Proceeds from dispositions of property and other assets
|
19.5
|
|
|
6.9
|
|
||
Proceeds from railcar lease fleet sales owned more than one year at the time of sale
|
175.0
|
|
|
123.4
|
|
||
Capital expenditures – leasing, net of sold lease fleet railcars owned one year or less with a net cost of $210.3 and $63.2
|
(854.3
|
)
|
|
(675.8
|
)
|
||
Capital expenditures – manufacturing and other
|
(63.3
|
)
|
|
(30.0
|
)
|
||
Other
|
(0.2
|
)
|
|
(1.9
|
)
|
||
Net cash used in investing activities – continuing operations
|
(723.3
|
)
|
|
(257.9
|
)
|
||
Net cash used in investing activities – discontinued operations
|
—
|
|
|
(53.1
|
)
|
||
Net cash used in investing activities
|
(723.3
|
)
|
|
(311.0
|
)
|
||
|
|
|
|
||||
Financing activities:
|
|
|
|
||||
Payments to retire debt
|
(1,360.8
|
)
|
|
(738.9
|
)
|
||
Proceeds from issuance of debt
|
2,010.2
|
|
|
561.3
|
|
||
Shares repurchased
|
(154.9
|
)
|
|
(156.1
|
)
|
||
Dividends paid to common shareholders
|
(60.8
|
)
|
|
(58.1
|
)
|
||
Purchase of shares to satisfy employee tax on vested stock
|
(8.0
|
)
|
|
(11.5
|
)
|
||
Distributions to noncontrolling interest
|
(2.1
|
)
|
|
(10.3
|
)
|
||
Other
|
—
|
|
|
(3.2
|
)
|
||
Net cash provided by (used in) financing activities
|
423.6
|
|
|
(416.8
|
)
|
||
Net decrease in cash, cash equivalents, and restricted cash
|
(135.7
|
)
|
|
(407.9
|
)
|
||
Cash, cash equivalents, and restricted cash at beginning of period
|
350.8
|
|
|
973.8
|
|
||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
215.1
|
|
|
$
|
565.9
|
|
|
|
Common
Stock
|
|
Capital in
Excess of
Par Value
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Treasury
Stock
|
|
Trinity
Stockholders’
Equity
|
|
Noncontrolling
Interest
|
|
Total
Stockholders’
Equity
|
||||||||||||||||||||||
|
|
Shares
|
|
$0.01 Par Value
|
|
|
|
|
Shares
|
|
Amount
|
|
|
|
||||||||||||||||||||||||
|
|
(in millions, except par value and per common share amounts)
|
||||||||||||||||||||||||||||||||||||
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
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.6
|
|
|
(0.5
|
)
|
|
30.1
|
|
||||||||
Other comprehensive (loss) income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
|
0.3
|
|
|
(3.8
|
)
|
||||||||
Cash dividends declared on common stock
($0.17 per common share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.3
|
)
|
|
—
|
|
|
(22.3
|
)
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
5.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.5
|
|
|
—
|
|
|
5.5
|
|
||||||||
Shares repurchased
|
|
—
|
|
|
—
|
|
|
70.0
|
|
|
—
|
|
|
—
|
|
|
(3.5
|
)
|
|
(89.0
|
)
|
|
(19.0
|
)
|
|
—
|
|
|
(19.0
|
)
|
||||||||
Other restricted share activity
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
||||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
(0.4
|
)
|
||||||||
Cumulative effect of adopting new accounting standard
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.7
|
|
|
—
|
|
|
13.7
|
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
||||||||
Balances at
March 31, 2019 |
|
133.3
|
|
|
$
|
1.3
|
|
|
$
|
77.3
|
|
|
$
|
2,347.9
|
|
|
$
|
(120.9
|
)
|
|
(3.6
|
)
|
|
$
|
(91.1
|
)
|
|
$
|
2,214.5
|
|
|
$
|
350.6
|
|
|
$
|
2,565.1
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36.4
|
|
|
0.4
|
|
|
36.8
|
|
||||||||
Other comprehensive (loss) income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.5
|
)
|
|
—
|
|
|
—
|
|
|
(6.5
|
)
|
|
0.3
|
|
|
(6.2
|
)
|
||||||||
Cash dividends declared on common stock
($0.17 per common share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.6
|
)
|
|
—
|
|
|
(21.6
|
)
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
7.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.5
|
|
|
—
|
|
|
7.5
|
|
||||||||
Shares repurchased
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
(44.0
|
)
|
|
(44.0
|
)
|
|
—
|
|
|
(44.0
|
)
|
||||||||
Other restricted share activity
|
|
0.7
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(8.5
|
)
|
|
(7.5
|
)
|
|
—
|
|
|
(7.5
|
)
|
||||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
||||||||
Retirement of treasury stock
|
|
(6.1
|
)
|
|
—
|
|
|
(85.8
|
)
|
|
(56.9
|
)
|
|
—
|
|
|
6.1
|
|
|
142.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Balances at
June 30, 2019 |
|
127.9
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
2,305.8
|
|
|
$
|
(127.4
|
)
|
|
(0.1
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
2,178.8
|
|
|
$
|
350.8
|
|
|
$
|
2,529.6
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49.0
|
|
|
(1.3
|
)
|
|
47.7
|
|
||||||||
Other comprehensive (loss) income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
|
0.4
|
|
|
(2.7
|
)
|
||||||||
Cash dividends declared on common stock
($0.17 per common share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.3
|
)
|
|
—
|
|
|
(21.3
|
)
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
8.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.4
|
|
|
—
|
|
|
8.4
|
|
||||||||
Shares repurchased
|
|
—
|
|
|
—
|
|
|
(8.6
|
)
|
|
8.6
|
|
|
—
|
|
|
(5.2
|
)
|
|
(100.9
|
)
|
|
(100.9
|
)
|
|
—
|
|
|
(100.9
|
)
|
||||||||
Other restricted share activity
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
||||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
(1.2
|
)
|
||||||||
Balances at
September 30, 2019 |
|
127.9
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
2,342.1
|
|
|
$
|
(130.5
|
)
|
|
(5.3
|
)
|
|
$
|
(102.3
|
)
|
|
$
|
2,110.6
|
|
|
$
|
348.7
|
|
|
$
|
2,459.3
|
|
|
|
Common
Stock
|
|
Capital in
Excess of
Par Value
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Treasury
Stock
|
|
Trinity
Stockholders’
Equity
|
|
Noncontrolling
Interest
|
|
Total
Stockholders’
Equity
|
||||||||||||||||||||||
|
|
Shares
|
|
$0.01 Par Value
|
|
|
|
|
Shares
|
|
Amount
|
|
|
|
||||||||||||||||||||||||
|
|
(in millions, except par value and per common share amounts)
|
||||||||||||||||||||||||||||||||||||
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
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40.2
|
|
|
1.4
|
|
|
41.6
|
|
||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
0.4
|
|
|
1.9
|
|
||||||||
Cash dividends declared on common stock
($0.13 per common share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.4
|
)
|
|
—
|
|
|
(19.4
|
)
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
6.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
|
—
|
|
|
6.2
|
|
||||||||
Shares repurchased
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
(50.0
|
)
|
|
(50.0
|
)
|
|
—
|
|
|
(50.0
|
)
|
||||||||
Stock options exercised
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||||||
Other restricted share activity
|
|
—
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(1.9
|
)
|
|
2.0
|
|
|
—
|
|
|
2.0
|
|
||||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.8
|
)
|
|
(5.8
|
)
|
||||||||
Cumulative effect of adopting new accounting standard
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.7
|
|
|
(18.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Balances at
March 31, 2018
|
|
150.9
|
|
|
$
|
1.6
|
|
|
$
|
492.7
|
|
|
$
|
4,162.9
|
|
|
$
|
(122.0
|
)
|
|
(1.7
|
)
|
|
$
|
(53.5
|
)
|
|
$
|
4,481.7
|
|
|
$
|
352.9
|
|
|
$
|
4,834.6
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64.1
|
|
|
1.4
|
|
|
65.5
|
|
||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
0.4
|
|
|
(0.5
|
)
|
||||||||
Cash dividends declared on common stock
($0.13 per common share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.6
|
)
|
|
—
|
|
|
(19.6
|
)
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
8.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.0
|
|
|
—
|
|
|
8.0
|
|
||||||||
Shares repurchased
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
(50.1
|
)
|
|
(50.1
|
)
|
|
—
|
|
|
(50.1
|
)
|
||||||||
Other restricted share activity
|
|
0.2
|
|
|
—
|
|
|
4.2
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(12.8
|
)
|
|
(8.6
|
)
|
|
—
|
|
|
(8.6
|
)
|
||||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|
(4.5
|
)
|
||||||||
Retirement of treasury stock
|
|
(3.4
|
)
|
|
—
|
|
|
(114.8
|
)
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|
114.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Redemption of convertible subordinated notes
|
|
—
|
|
|
—
|
|
|
(152.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(152.9
|
)
|
|
—
|
|
|
(152.9
|
)
|
||||||||
Other
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||||||
Balances at
June 30, 2018
|
|
147.7
|
|
|
$
|
1.5
|
|
|
$
|
237.2
|
|
|
$
|
4,207.4
|
|
|
$
|
(122.9
|
)
|
|
(0.1
|
)
|
|
$
|
(1.6
|
)
|
|
$
|
4,321.6
|
|
|
$
|
350.2
|
|
|
$
|
4,671.8
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27.7
|
|
|
0.6
|
|
|
28.3
|
|
||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
|
0.3
|
|
|
2.1
|
|
||||||||
Cash dividends declared on common stock
($0.13 per common share) |
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.0
|
)
|
|
—
|
|
|
(19.0
|
)
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
7.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.6
|
|
|
—
|
|
|
7.6
|
|
||||||||
Shares repurchased
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
(50.0
|
)
|
|
(50.0
|
)
|
|
—
|
|
|
(50.0
|
)
|
||||||||
Other restricted share activity
|
|
—
|
|
|
—
|
|
|
5.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
2.6
|
|
|
—
|
|
|
2.6
|
|
||||||||
Balances at
September 30, 2018
|
|
147.7
|
|
|
$
|
1.5
|
|
|
$
|
250.2
|
|
|
$
|
4,216.1
|
|
|
$
|
(121.1
|
)
|
|
(1.5
|
)
|
|
$
|
(54.4
|
)
|
|
$
|
4,292.3
|
|
|
$
|
351.1
|
|
|
$
|
4,643.4
|
|
|
Unsatisfied performance obligations at September 30, 2019
|
|||||
|
Total
Amount
|
|
Percent expected to be delivered in 2019
|
|||
|
(in millions)
|
|
|
|||
Rail Products Group:
|
|
|
|
|||
Products:
|
|
|
|
|||
External Customers
|
$
|
1,628.3
|
|
|
|
|
Leasing Group
|
817.4
|
|
|
|
||
|
$
|
2,445.7
|
|
|
33
|
%
|
|
|
|
|
|||
Maintenance Services
|
$
|
44.9
|
|
|
49
|
%
|
|
|
|
|
|||
Railcar Leasing and Management Services Group
|
$
|
90.0
|
|
|
5
|
%
|
|
Three Months Ended September 30, 2019
|
|
Nine Months Ended September 30, 2019
|
||||
Consolidated Statement of Operations
|
|
|
|
||||
Operating lease expense
|
$
|
4.0
|
|
|
$
|
13.3
|
|
Short-term lease expense
|
$
|
0.9
|
|
|
$
|
3.5
|
|
|
|
|
|
||||
|
|
|
September 30, 2019
|
||||
Consolidated Balance Sheet
|
|
|
|
||||
Right-of-use assets (1)
|
|
$
|
45.3
|
|
|||
Lease liabilities (2)
|
|
$
|
46.0
|
|
|||
|
|
|
|
||||
Weighted average remaining lease term
|
|
4.9 years
|
|
||||
Weighted average discount rate
|
|
4.1
|
%
|
||||
|
|
|
|
||||
|
|
|
Nine Months Ended September 30, 2019
|
||||
Consolidated Statement of Cash Flows
|
|
|
|
||||
Cash flows from operating activities
|
|
$
|
13.3
|
|
|||
Right-of-use assets recognized in exchange for new lease liabilites
|
|
$
|
8.4
|
|
|
Leasing Group
|
|
Non-Leasing Group
|
|
Total
|
||||||
Remaining three months of 2019
|
$
|
3.2
|
|
|
$
|
0.9
|
|
|
$
|
4.1
|
|
2020
|
9.5
|
|
|
3.1
|
|
|
12.6
|
|
|||
2021
|
8.2
|
|
|
2.1
|
|
|
10.3
|
|
|||
2022
|
7.5
|
|
|
1.8
|
|
|
9.3
|
|
|||
2023
|
5.5
|
|
|
1.5
|
|
|
7.0
|
|
|||
Thereafter
|
3.3
|
|
|
3.3
|
|
|
6.6
|
|
|||
Total operating lease payments
|
$
|
37.2
|
|
|
$
|
12.7
|
|
|
$
|
49.9
|
|
Less: Present value adjustment
|
|
|
|
|
(3.9
|
)
|
|||||
Total operating lease liabilities
|
|
|
|
|
$
|
46.0
|
|
|
Three Months Ended September 30, 2019
|
|
Nine Months Ended September 30, 2019
|
||||
Operating lease revenues
|
$
|
169.5
|
|
|
$
|
506.9
|
|
Variable operating lease revenues
|
12.5
|
|
|
36.6
|
|
||
Sales-type lease revenues
|
26.3
|
|
|
60.5
|
|
||
Interest income on sales-type lease receivables
|
0.6
|
|
|
0.9
|
|
||
Profit recognized at sales-type lease commencement
|
3.7
|
|
|
7.8
|
|
Remaining three months of 2019
|
$
|
4.6
|
|
2020
|
15.7
|
|
|
2021
|
45.9
|
|
|
2022
|
—
|
|
|
2023
|
—
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
66.2
|
|
Less: Unearned interest income
|
(7.8
|
)
|
|
Net investment in sales-type leases (1)
|
$
|
58.4
|
|
Remaining three months of 2019
|
$
|
149.4
|
|
2020
|
521.3
|
|
|
2021
|
413.0
|
|
|
2022
|
314.8
|
|
|
2023
|
217.1
|
|
|
Thereafter
|
388.2
|
|
|
Total
|
$
|
2,003.8
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Beginning balance
|
$
|
8.3
|
|
|
$
|
10.5
|
|
|
$
|
7.4
|
|
|
$
|
10.1
|
|
Warranty costs incurred
|
(1.7
|
)
|
|
(1.1
|
)
|
|
(3.2
|
)
|
|
(2.9
|
)
|
||||
Warranty originations and revisions
|
3.2
|
|
|
(2.1
|
)
|
|
5.8
|
|
|
(0.2
|
)
|
||||
Warranty expirations
|
—
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
0.2
|
|
||||
Ending balance
|
$
|
9.8
|
|
|
$
|
7.2
|
|
|
$
|
9.8
|
|
|
$
|
7.2
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(in millions)
|
||||||||||||||
Revenues
|
|
$
|
—
|
|
|
$
|
334.8
|
|
|
$
|
—
|
|
|
$
|
966.0
|
|
Cost of revenues
|
|
—
|
|
|
295.6
|
|
|
0.1
|
|
|
786.5
|
|
||||
Selling, engineering, and administrative expenses
|
|
0.5
|
|
|
35.6
|
|
|
2.8
|
|
|
102.0
|
|
||||
Other (income) expense
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
1.9
|
|
||||
Income (loss) from discontinued operations before income taxes
|
|
(0.5
|
)
|
|
3.8
|
|
|
(2.9
|
)
|
|
75.6
|
|
||||
Provision (benefit) for income taxes
|
|
(0.1
|
)
|
|
4.0
|
|
|
(0.6
|
)
|
|
21.2
|
|
||||
Income (loss) from discontinued operations, net of income taxes
|
|
$
|
(0.4
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(2.3
|
)
|
|
$
|
54.4
|
|
|
Effect on interest expense-increase/(decrease)
|
||||||||||||||||||
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|
Expected effect during next twelve months(1)
|
||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
|||||||||||
|
(in millions)
|
||||||||||||||||||
Expired hedges:
|
|
|
|
|
|
|
|
|
|
||||||||||
2006 secured railcar equipment notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
2018 secured railcar equipment notes
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
TRIP Holdings warehouse loan
|
$
|
0.5
|
|
|
$
|
0.5
|
|
|
$
|
1.5
|
|
|
$
|
1.7
|
|
|
$
|
2.0
|
|
TRIP Master Funding secured railcar equipment notes
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
2017 promissory notes - interest rate cap
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
Open hedge:
|
|
|
|
|
|
|
|
|
|
||||||||||
2017 promissory notes - interest rate swap
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
1.9
|
|
|
$
|
—
|
|
|
$
|
2.6
|
|
|
Level 1
|
||||||
|
September 30, 2019
|
|
December 31, 2018
|
||||
|
(in millions)
|
||||||
Assets:
|
|
|
|
||||
Cash equivalents
|
$
|
18.8
|
|
|
$
|
124.9
|
|
Restricted cash
|
117.5
|
|
|
171.6
|
|
||
Total assets
|
$
|
136.3
|
|
|
$
|
296.5
|
|
|
Level 2
|
||||||
|
September 30, 2019
|
|
December 31, 2018
|
||||
|
(in millions)
|
||||||
Liabilities:
|
|
|
|
||||
Interest rate hedge (1)
|
$
|
34.1
|
|
|
$
|
12.9
|
|
Total liabilities
|
$
|
34.1
|
|
|
$
|
12.9
|
|
|
Three Months Ended September 30, 2019
|
||||||||||||||||||||||||||
|
Railcar Leasing and Management Services Group
|
|
Rail Products Group
|
|
All Other
|
|
Corporate
|
|
Eliminations — Lease Subsidiary
|
|
Eliminations — Other
|
|
Consolidated Total
|
||||||||||||||
External Revenue
|
$
|
326.2
|
|
|
$
|
409.0
|
|
|
$
|
78.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
813.6
|
|
Intersegment Revenue
|
0.2
|
|
|
314.0
|
|
|
12.0
|
|
|
—
|
|
|
(314.0
|
)
|
|
(12.2
|
)
|
|
—
|
|
|||||||
Total Revenues
|
$
|
326.4
|
|
|
$
|
723.0
|
|
|
$
|
90.4
|
|
|
$
|
—
|
|
|
$
|
(314.0
|
)
|
|
$
|
(12.2
|
)
|
|
$
|
813.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating Profit (Loss)
|
$
|
115.7
|
|
|
$
|
65.4
|
|
|
$
|
3.9
|
|
|
$
|
(23.9
|
)
|
|
$
|
(40.7
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
120.3
|
|
|
Three Months Ended September 30, 2018
|
||||||||||||||||||||||||||
|
Railcar Leasing and Management Services Group
|
|
Rail Products Group
|
|
All Other
|
|
Corporate
|
|
Eliminations — Lease Subsidiary
|
|
Eliminations — Other
|
|
Consolidated Total
|
||||||||||||||
External Revenue
|
$
|
227.2
|
|
|
$
|
290.2
|
|
|
$
|
89.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
606.9
|
|
Intersegment Revenue
|
0.3
|
|
|
207.4
|
|
|
12.9
|
|
|
—
|
|
|
(207.4
|
)
|
|
(13.2
|
)
|
|
—
|
|
|||||||
Total Revenues
|
$
|
227.5
|
|
|
$
|
497.6
|
|
|
$
|
102.4
|
|
|
$
|
—
|
|
|
$
|
(207.4
|
)
|
|
$
|
(13.2
|
)
|
|
$
|
606.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating Profit (Loss)
|
$
|
92.2
|
|
|
$
|
28.0
|
|
|
$
|
9.5
|
|
|
$
|
(37.4
|
)
|
|
$
|
(18.1
|
)
|
|
$
|
1.0
|
|
|
$
|
75.2
|
|
|
Nine Months Ended September 30, 2019
|
||||||||||||||||||||||||||
|
Railcar Leasing and Management Services Group
|
|
Rail Products Group
|
|
All Other
|
|
Corporate
|
|
Eliminations — Lease Subsidiary
|
|
Eliminations — Other
|
|
Consolidated Total
|
||||||||||||||
External Revenue
|
$
|
803.3
|
|
|
$
|
1,125.9
|
|
|
$
|
225.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,154.4
|
|
Intersegment Revenue
|
0.6
|
|
|
913.0
|
|
|
40.1
|
|
|
—
|
|
|
(913.0
|
)
|
|
(40.7
|
)
|
|
—
|
|
|||||||
Total Revenues
|
$
|
803.9
|
|
|
$
|
2,038.9
|
|
|
$
|
265.3
|
|
|
$
|
—
|
|
|
$
|
(913.0
|
)
|
|
$
|
(40.7
|
)
|
|
$
|
2,154.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating Profit (Loss)
|
$
|
306.3
|
|
|
$
|
184.0
|
|
|
$
|
16.7
|
|
|
$
|
(78.1
|
)
|
|
$
|
(109.5
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
319.1
|
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||||||||||
|
Railcar Leasing and Management Services Group
|
|
Rail Products Group
|
|
All Other
|
|
Corporate
|
|
Eliminations — Lease Subsidiary
|
|
Eliminations — Other
|
|
Consolidated Total
|
||||||||||||||
External Revenue
|
$
|
614.7
|
|
|
$
|
919.9
|
|
|
$
|
239.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,774.1
|
|
Intersegment Revenue
|
0.8
|
|
|
732.0
|
|
|
32.4
|
|
|
—
|
|
|
(732.0
|
)
|
|
(33.2
|
)
|
|
—
|
|
|||||||
Total Revenues
|
$
|
615.5
|
|
|
$
|
1,651.9
|
|
|
$
|
271.9
|
|
|
$
|
—
|
|
|
$
|
(732.0
|
)
|
|
$
|
(33.2
|
)
|
|
$
|
1,774.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating Profit (Loss)
|
$
|
255.1
|
|
|
$
|
128.0
|
|
|
$
|
27.7
|
|
|
$
|
(115.0
|
)
|
|
$
|
(71.3
|
)
|
|
$
|
0.8
|
|
|
$
|
225.3
|
|
|
September 30, 2019
|
||||||||||||||
|
Leasing Group
|
|
|
|
|
||||||||||
|
Wholly-
Owned
Subsidiaries
|
|
Partially-Owned Subsidiaries
|
|
Manufacturing/
Corporate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Cash and cash equivalents
|
$
|
4.0
|
|
|
$
|
—
|
|
|
$
|
93.6
|
|
|
$
|
97.6
|
|
Property, plant, and equipment, net
|
$
|
5,597.0
|
|
|
$
|
1,794.5
|
|
|
$
|
396.3
|
|
|
$
|
7,787.8
|
|
Net deferred profit on railcars sold to the Leasing Group
|
|
|
|
|
|
|
(871.1
|
)
|
|||||||
Consolidated property, plant, and equipment, net
|
|
|
|
|
|
|
$
|
6,916.7
|
|
||||||
Restricted cash
|
$
|
86.5
|
|
|
$
|
30.9
|
|
|
$
|
0.1
|
|
|
$
|
117.5
|
|
Debt:
|
|
|
|
|
|
|
|
||||||||
Recourse, net of unamortized discount of $-, $-, $0.2, and $0.2
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
474.8
|
|
|
$
|
474.8
|
|
Less: unamortized debt issuance costs
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
(2.1
|
)
|
||||
|
—
|
|
|
—
|
|
|
472.7
|
|
|
472.7
|
|
||||
Non-recourse, net of unamortized discount of $2.5, $-, $-, and $2.5
|
2,944.7
|
|
|
1,300.6
|
|
|
—
|
|
|
4,245.3
|
|
||||
Less: unamortized debt issuance costs
|
(21.5
|
)
|
|
(11.3
|
)
|
|
—
|
|
|
(32.8
|
)
|
||||
|
2,923.2
|
|
|
1,289.3
|
|
|
—
|
|
|
4,212.5
|
|
||||
Total debt
|
$
|
2,923.2
|
|
|
$
|
1,289.3
|
|
|
$
|
472.7
|
|
|
$
|
4,685.2
|
|
Net deferred tax liabilities
|
$
|
833.5
|
|
|
$
|
1.0
|
|
|
$
|
(64.8
|
)
|
|
$
|
769.7
|
|
|
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, net of unamortized discount of $-, $-, $0.3, and $0.3
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
399.7
|
|
|
$
|
399.7
|
|
Less: uamortized debt issuance costs
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|
(2.3
|
)
|
||||
|
—
|
|
|
—
|
|
|
397.4
|
|
|
397.4
|
|
||||
Non-recourse, net of unamortized discount of $2.7, $-, $-, and $2.7
|
2,336.3
|
|
|
1,327.9
|
|
|
—
|
|
|
3,664.2
|
|
||||
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
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
Percent
|
|
2019
|
|
2018
|
|
Percent
|
||||||||||
|
($ in millions)
|
|
Change
|
|
($ in millions)
|
|
Change
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Leasing and management
|
$
|
190.1
|
|
|
$
|
175.9
|
|
|
8.1
|
%
|
|
$
|
566.6
|
|
|
$
|
534.7
|
|
|
6.0
|
%
|
Sales of railcars owned one year or less at the time of sale (1)
|
136.3
|
|
|
51.6
|
|
|
*
|
|
237.3
|
|
|
80.8
|
|
|
*
|
||||||
Total revenues
|
$
|
326.4
|
|
|
$
|
227.5
|
|
|
43.5
|
|
|
$
|
803.9
|
|
|
$
|
615.5
|
|
|
30.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit(2):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Leasing and management
|
$
|
79.8
|
|
|
$
|
69.7
|
|
|
14.5
|
|
|
$
|
234.6
|
|
|
$
|
216.6
|
|
|
8.3
|
|
Railcar sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Railcars owned one year or less at the time of sale
|
17.8
|
|
|
13.1
|
|
|
*
|
|
27.0
|
|
|
17.5
|
|
|
*
|
||||||
Railcars owned more than one year at the time of sale
|
18.1
|
|
|
9.4
|
|
|
*
|
|
44.7
|
|
|
21.0
|
|
|
*
|
||||||
Total operating profit
|
$
|
115.7
|
|
|
$
|
92.2
|
|
|
25.5
|
|
|
$
|
306.3
|
|
|
$
|
255.1
|
|
|
20.1
|
|
Total operating profit margin
|
35.4
|
%
|
|
40.5
|
%
|
|
|
|
|
38.1
|
%
|
|
41.4
|
%
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Leasing and management operating profit margin
|
42.0
|
%
|
|
39.6
|
%
|
|
|
|
|
41.4
|
%
|
|
40.5
|
%
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Selected expense information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
$
|
59.4
|
|
|
$
|
48.8
|
|
|
21.7
|
%
|
|
$
|
171.6
|
|
|
$
|
140.9
|
|
|
21.8
|
%
|
Maintenance and compliance
|
$
|
24.9
|
|
|
$
|
24.1
|
|
|
3.3
|
%
|
|
$
|
79.2
|
|
|
$
|
75.5
|
|
|
4.9
|
%
|
Rent
|
$
|
3.8
|
|
|
$
|
9.7
|
|
|
(60.8
|
)%
|
|
$
|
13.6
|
|
|
$
|
29.7
|
|
|
(54.2
|
)%
|
Selling, engineering, and administrative expenses
|
$
|
10.7
|
|
|
$
|
11.9
|
|
|
(10.1
|
)%
|
|
$
|
36.2
|
|
|
$
|
36.7
|
|
|
(1.4
|
)%
|
Interest
|
$
|
50.0
|
|
|
$
|
37.4
|
|
|
33.7
|
%
|
|
$
|
146.4
|
|
|
$
|
101.2
|
|
|
44.7
|
%
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Railcars owned one year or less at the time of sale (1)
|
$
|
237.3
|
|
|
$
|
80.8
|
|
Railcars owned more than one year at the time of sale
|
175.0
|
|
|
123.4
|
|
||
|
$
|
412.3
|
|
|
$
|
204.2
|
|
|
|
Remaining three months of 2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||||||
Future contractual minimum rental revenue
|
|
$
|
146.8
|
|
|
$
|
513.4
|
|
|
$
|
406.9
|
|
|
$
|
310.3
|
|
|
$
|
214.9
|
|
|
$
|
387.4
|
|
|
$
|
1,979.7
|
|
|
|
Remaining three months of 2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||||||
Future operating lease obligations
|
|
$
|
3.2
|
|
|
$
|
9.5
|
|
|
$
|
8.2
|
|
|
$
|
7.5
|
|
|
$
|
5.5
|
|
|
$
|
3.3
|
|
|
$
|
37.2
|
|
Future contractual minimum rental revenues
|
|
$
|
2.6
|
|
|
$
|
7.9
|
|
|
$
|
6.1
|
|
|
$
|
4.5
|
|
|
$
|
2.2
|
|
|
$
|
0.8
|
|
|
$
|
24.1
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
|
(in millions)
|
||||||
Manufacturing/Corporate:
|
|
|
|
||||
Land
|
$
|
25.5
|
|
|
$
|
24.2
|
|
Buildings and improvements
|
389.0
|
|
|
385.5
|
|
||
Machinery and other
|
548.9
|
|
|
537.2
|
|
||
Construction in progress
|
50.4
|
|
|
16.3
|
|
||
|
1,013.8
|
|
|
963.2
|
|
||
Less accumulated depreciation
|
(617.5
|
)
|
|
(592.3
|
)
|
||
|
396.3
|
|
|
370.9
|
|
||
Leasing:
|
|
|
|
||||
Wholly-owned subsidiaries:
|
|
|
|
||||
Machinery and other
|
13.8
|
|
|
13.5
|
|
||
Equipment on lease
|
6,677.9
|
|
|
5,934.8
|
|
||
|
6,691.7
|
|
|
5,948.3
|
|
||
Less accumulated depreciation
|
(1,094.7
|
)
|
|
(971.8
|
)
|
||
|
5,597.0
|
|
|
4,976.5
|
|
||
Partially-owned subsidiaries:
|
|
|
|
||||
Equipment on lease
|
2,401.0
|
|
|
2,371.9
|
|
||
Less accumulated depreciation
|
(606.5
|
)
|
|
(557.2
|
)
|
||
|
1,794.5
|
|
|
1,814.7
|
|
||
|
|
|
|
||||
Deferred profit on railcars sold to the Leasing Group
|
(1,094.7
|
)
|
|
(1,030.0
|
)
|
||
Less accumulated amortization
|
223.6
|
|
|
202.3
|
|
||
|
(871.1
|
)
|
|
(827.7
|
)
|
||
|
$
|
6,916.7
|
|
|
$
|
6,334.4
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
|
(in millions)
|
||||||||||||||
Corporate – Recourse:
|
|
|
|
|
|
|
|
||||||||
Revolving credit facility
|
$
|
75.0
|
|
|
$
|
75.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Senior notes, net of unamortized discount of $0.2 and $0.3
|
399.8
|
|
|
407.1
|
|
|
399.7
|
|
|
343.7
|
|
||||
|
474.8
|
|
|
482.1
|
|
|
399.7
|
|
|
343.7
|
|
||||
Less: unamortized debt issuance costs
|
(2.1
|
)
|
|
|
|
(2.3
|
)
|
|
|
||||||
Total recourse debt
|
472.7
|
|
|
|
|
397.4
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
Leasing – Non-recourse:
|
|
|
|
|
|
|
|
||||||||
Wholly-owned subsidiaries:
|
|
|
|
|
|
|
|
||||||||
2006 secured railcar equipment notes
|
114.7
|
|
|
120.0
|
|
|
133.4
|
|
|
138.0
|
|
||||
2009 secured railcar equipment notes
|
150.7
|
|
|
174.6
|
|
|
159.7
|
|
|
174.0
|
|
||||
2010 secured railcar equipment notes
|
251.2
|
|
|
270.6
|
|
|
257.0
|
|
|
264.0
|
|
||||
2017 promissory notes
|
635.4
|
|
|
635.4
|
|
|
660.2
|
|
|
660.2
|
|
||||
2018 secured railcar equipment notes, net of unamortized discount of $0.2 and $0.2
|
457.3
|
|
|
478.3
|
|
|
472.2
|
|
|
475.2
|
|
||||
TRIHC 2018 secured railcar equipment notes, net of unamortized discount of $2.1 and $2.5
|
268.3
|
|
|
275.2
|
|
|
279.0
|
|
|
278.1
|
|
||||
2019 secured railcar equipment notes, net of unamortized discount of $0.2 and $-
|
521.3
|
|
|
536.0
|
|
|
—
|
|
|
—
|
|
||||
TILC warehouse facility
|
545.8
|
|
|
545.8
|
|
|
374.8
|
|
|
374.8
|
|
||||
|
2,944.7
|
|
|
3,035.9
|
|
|
2,336.3
|
|
|
2,364.3
|
|
||||
Less: unamortized debt issuance costs
|
(21.5
|
)
|
|
|
|
(19.7
|
)
|
|
|
||||||
|
2,923.2
|
|
|
|
|
2,316.6
|
|
|
|
||||||
Partially-owned subsidiaries:
|
|
|
|
|
|
|
|
||||||||
TRL 2012 secured railcar equipment notes
|
376.8
|
|
|
387.4
|
|
|
386.2
|
|
|
370.9
|
|
||||
TRIP Master Funding secured railcar equipment notes
|
923.8
|
|
|
1,005.6
|
|
|
941.7
|
|
|
963.0
|
|
||||
|
1,300.6
|
|
|
1,393.0
|
|
|
1,327.9
|
|
|
1,333.9
|
|
||||
Less: unamortized debt issuance costs
|
(11.3
|
)
|
|
|
|
(12.7
|
)
|
|
|
||||||
|
1,289.3
|
|
|
|
|
1,315.2
|
|
|
|
||||||
Total non–recourse debt
|
4,212.5
|
|
|
|
|
3,631.8
|
|
|
|
||||||
Total debt
|
$
|
4,685.2
|
|
|
$
|
4,911.0
|
|
|
$
|
4,029.2
|
|
|
$
|
4,041.9
|
|
|
Remaining three months of 2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Recourse:
|
|
||||||||||||||||||||||
Corporate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
75.0
|
|
|
$
|
400.0
|
|
Non-recourse – leasing (Note 6):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2006 secured railcar equipment notes
|
10.0
|
|
|
29.7
|
|
|
29.1
|
|
|
29.8
|
|
|
16.1
|
|
|
—
|
|
||||||
2009 secured railcar equipment notes
|
2.5
|
|
|
6.6
|
|
|
13.4
|
|
|
14.0
|
|
|
11.8
|
|
|
102.4
|
|
||||||
2010 secured railcar equipment notes
|
2.6
|
|
|
14.1
|
|
|
20.0
|
|
|
20.9
|
|
|
22.5
|
|
|
171.1
|
|
||||||
2017 promissory notes
|
8.3
|
|
|
33.1
|
|
|
33.1
|
|
|
33.2
|
|
|
33.2
|
|
|
494.5
|
|
||||||
2018 secured railcar equipment notes
|
5.0
|
|
|
20.0
|
|
|
20.0
|
|
|
20.0
|
|
|
20.0
|
|
|
372.5
|
|
||||||
TRIHC 2018 secured railcar equipment notes
|
3.2
|
|
|
10.9
|
|
|
11.9
|
|
|
9.3
|
|
|
11.6
|
|
|
223.5
|
|
||||||
2019 secured railcar equipment notes
|
5.3
|
|
|
20.7
|
|
|
22.5
|
|
|
21.5
|
|
|
19.6
|
|
|
431.9
|
|
||||||
TILC warehouse facility
|
4.3
|
|
|
17.0
|
|
|
17.0
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
||||||
Facility termination payments - TILC warehouse facility
|
—
|
|
|
—
|
|
|
—
|
|
|
504.6
|
|
|
—
|
|
|
—
|
|
||||||
TRL 2012 secured railcar equipment notes
|
4.7
|
|
|
19.3
|
|
|
19.9
|
|
|
19.6
|
|
|
28.5
|
|
|
284.8
|
|
||||||
TRIP Master Funding secured railcar equipment notes
|
5.9
|
|
|
32.9
|
|
|
40.4
|
|
|
41.8
|
|
|
37.0
|
|
|
765.8
|
|
||||||
Total principal payments
|
$
|
51.8
|
|
|
$
|
204.3
|
|
|
$
|
227.3
|
|
|
$
|
717.6
|
|
|
$
|
275.3
|
|
|
$
|
3,246.5
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Expense Components
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest
|
5.0
|
|
|
4.6
|
|
|
14.8
|
|
|
13.7
|
|
||||
Expected return on plan assets
|
(5.8
|
)
|
|
(6.9
|
)
|
|
(17.3
|
)
|
|
(20.6
|
)
|
||||
Amortization of actuarial loss
|
1.2
|
|
|
1.3
|
|
|
3.4
|
|
|
3.6
|
|
||||
Net periodic benefit cost
|
0.4
|
|
|
(1.0
|
)
|
|
1.0
|
|
|
(3.2
|
)
|
||||
Profit sharing
|
3.1
|
|
|
2.6
|
|
|
8.3
|
|
|
7.6
|
|
||||
Net expense
|
$
|
3.5
|
|
|
$
|
1.6
|
|
|
$
|
9.3
|
|
|
$
|
4.4
|
|
|
Currency translation adjustments
|
|
Unrealized gain/(loss) on derivative financial instruments
|
|
Net actuarial gains/(losses) of defined benefit plans
|
|
Accumulated Other Comprehensive Loss
|
||||||||
|
(in millions)
|
||||||||||||||
Balances at December 31, 2018
|
$
|
(1.3
|
)
|
|
$
|
(8.3
|
)
|
|
$
|
(107.2
|
)
|
|
$
|
(116.8
|
)
|
Other comprehensive loss, net of tax, before reclassifications
|
—
|
|
|
(18.1
|
)
|
|
—
|
|
|
(18.1
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss, net of tax benefit of $-, $0.7, $0.9, and $1.6
|
—
|
|
|
2.9
|
|
|
2.5
|
|
|
5.4
|
|
||||
Less: noncontrolling interest
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
||||
Other comprehensive income (loss)
|
—
|
|
|
(16.2
|
)
|
|
2.5
|
|
|
(13.7
|
)
|
||||
Balances at September 30, 2019
|
$
|
(1.3
|
)
|
|
$
|
(24.5
|
)
|
|
$
|
(104.7
|
)
|
|
$
|
(130.5
|
)
|
|
Number of Shares Granted
|
|
Weighted Average Grant-Date
Fair Value per Award |
|||
Restricted stock units
|
956,235
|
|
|
$
|
22.20
|
|
Restricted stock awards
|
20,321
|
|
|
$
|
22.27
|
|
Performance units
|
476,394
|
|
|
$
|
22.22
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions, except per share amounts)
|
||||||||||||||
Income from continuing operations
|
$
|
48.1
|
|
|
$
|
28.5
|
|
|
$
|
116.9
|
|
|
$
|
81.0
|
|
Less: Net (income) loss attributable to noncontrolling interest
|
1.3
|
|
|
(0.6
|
)
|
|
1.4
|
|
|
(3.4
|
)
|
||||
Unvested restricted share participation — continuing operations
|
(0.6
|
)
|
|
(0.6
|
)
|
|
(1.6
|
)
|
|
(1.9
|
)
|
||||
Net income from continuing operations attributable to Trinity Industries, Inc.
|
48.8
|
|
|
27.3
|
|
|
116.7
|
|
|
75.7
|
|
||||
Net income (loss) from discontinued operations, net of income taxes
|
(0.4
|
)
|
|
(0.2
|
)
|
|
(2.3
|
)
|
|
54.4
|
|
||||
Unvested restricted share participation — discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
||||
Net income (loss) from discontinued operations attributable to Trinity Industries, Inc.
|
(0.4
|
)
|
|
(0.2
|
)
|
|
(2.3
|
)
|
|
53.9
|
|
||||
Net income attributable to Trinity Industries, Inc., including the effect of unvested restricted share participation
|
$
|
48.4
|
|
|
$
|
27.1
|
|
|
$
|
114.4
|
|
|
$
|
129.6
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares outstanding
|
124.7
|
|
|
145.0
|
|
|
127.6
|
|
|
146.1
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Nonparticipating unvested RSUs and RSAs
|
1.3
|
|
|
0.8
|
|
|
1.6
|
|
|
0.9
|
|
||||
Convertible subordinated notes
|
—
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
||||
Diluted weighted average shares outstanding
|
126.0
|
|
|
145.8
|
|
|
129.2
|
|
|
148.8
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.39
|
|
|
$
|
0.19
|
|
|
$
|
0.91
|
|
|
$
|
0.52
|
|
Income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
|
0.37
|
|
||||
Basic net income attributable to Trinity Industries, Inc.
|
$
|
0.39
|
|
|
$
|
0.19
|
|
|
$
|
0.89
|
|
|
$
|
0.89
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.39
|
|
|
$
|
0.19
|
|
|
$
|
0.90
|
|
|
$
|
0.51
|
|
Income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
|
0.36
|
|
||||
Diluted net income attributable to Trinity Industries, Inc.
|
$
|
0.39
|
|
|
$
|
0.19
|
|
|
$
|
0.88
|
|
|
$
|
0.87
|
|
Condensed Consolidating Statement of Operations and Comprehensive Income
|
|
|
|
|
|
|
|||||||||||||
Nine Months Ended September 30, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent
|
|
Combined
Guarantor Subsidiaries |
|
Combined
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
1,492.7
|
|
|
$
|
853.1
|
|
|
$
|
(191.4
|
)
|
|
$
|
2,154.4
|
|
Cost of revenues
|
2.3
|
|
|
1,246.1
|
|
|
664.3
|
|
|
(221.7
|
)
|
|
1,691.0
|
|
|||||
Selling, engineering, and administrative expenses
|
71.3
|
|
|
77.6
|
|
|
42.6
|
|
|
—
|
|
|
191.5
|
|
|||||
Gains on dispositions of property
|
(0.2
|
)
|
|
20.4
|
|
|
27.0
|
|
|
—
|
|
|
47.2
|
|
|||||
|
73.8
|
|
|
1,303.3
|
|
|
679.9
|
|
|
(221.7
|
)
|
|
1,835.3
|
|
|||||
Operating profit (loss)
|
(73.8
|
)
|
|
189.4
|
|
|
173.2
|
|
|
30.3
|
|
|
319.1
|
|
|||||
Other (income) expense
|
—
|
|
|
14.6
|
|
|
146.7
|
|
|
(0.3
|
)
|
|
161.0
|
|
|||||
Equity in earnings of subsidiaries, net of taxes
|
195.4
|
|
|
32.0
|
|
|
19.7
|
|
|
(247.1
|
)
|
|
—
|
|
|||||
Income from continuing operations before income taxes
|
121.6
|
|
|
206.8
|
|
|
46.2
|
|
|
(216.5
|
)
|
|
158.1
|
|
|||||
Provision (benefit) for income taxes
|
3.5
|
|
|
46.9
|
|
|
3.3
|
|
|
(12.5
|
)
|
|
41.2
|
|
|||||
Income from continuing operations
|
118.1
|
|
|
159.9
|
|
|
42.9
|
|
|
(204.0
|
)
|
|
116.9
|
|
|||||
Loss from discontinued operations, net of income taxes
|
(2.1
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(2.3
|
)
|
|||||
Net income
|
116.0
|
|
|
159.9
|
|
|
42.7
|
|
|
(204.0
|
)
|
|
114.6
|
|
|||||
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
(1.4
|
)
|
|||||
Net income attributable to controlling interest
|
$
|
116.0
|
|
|
$
|
159.9
|
|
|
$
|
42.7
|
|
|
$
|
(202.6
|
)
|
|
$
|
116.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
116.0
|
|
|
$
|
159.9
|
|
|
$
|
42.7
|
|
|
$
|
(204.0
|
)
|
|
$
|
114.6
|
|
Other comprehensive income (loss)
|
2.5
|
|
|
—
|
|
|
(15.2
|
)
|
|
—
|
|
|
(12.7
|
)
|
|||||
Comprehensive income
|
118.5
|
|
|
159.9
|
|
|
27.5
|
|
|
(204.0
|
)
|
|
101.9
|
|
|||||
Comprehensive loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|||||
Comprehensive income attributable to controlling interest
|
$
|
118.5
|
|
|
$
|
159.9
|
|
|
$
|
27.5
|
|
|
$
|
(203.6
|
)
|
|
$
|
102.3
|
|
Condensed Consolidating Statement of Operations and Comprehensive Income
|
|
|
|
|
|
|
|||||||||||||
Nine Months Ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent
|
|
Combined
Guarantor Subsidiaries |
|
Combined
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
1,288.6
|
|
|
$
|
692.4
|
|
|
$
|
(206.9
|
)
|
|
$
|
1,774.1
|
|
Cost of revenues
|
2.3
|
|
|
1,059.1
|
|
|
515.3
|
|
|
(228.4
|
)
|
|
1,348.3
|
|
|||||
Selling, engineering, and administrative expenses
|
109.9
|
|
|
84.0
|
|
|
30.7
|
|
|
—
|
|
|
224.6
|
|
|||||
Gains on dispositions of property
|
1.4
|
|
|
18.5
|
|
|
4.2
|
|
|
—
|
|
|
24.1
|
|
|||||
|
110.8
|
|
|
1,124.6
|
|
|
541.8
|
|
|
(228.4
|
)
|
|
1,548.8
|
|
|||||
Operating profit (loss)
|
(110.8
|
)
|
|
164.0
|
|
|
150.6
|
|
|
21.5
|
|
|
225.3
|
|
|||||
Other (income) expense
|
(1.4
|
)
|
|
24.2
|
|
|
96.6
|
|
|
—
|
|
|
119.4
|
|
|||||
Equity in earnings of subsidiaries, net of taxes
|
247.7
|
|
|
35.2
|
|
|
20.2
|
|
|
(303.1
|
)
|
|
—
|
|
|||||
Income from continuing operations before income taxes
|
138.3
|
|
|
175.0
|
|
|
74.2
|
|
|
(281.6
|
)
|
|
105.9
|
|
|||||
Provision (benefit) for income taxes
|
(6.3
|
)
|
|
33.4
|
|
|
6.6
|
|
|
(8.8
|
)
|
|
24.9
|
|
|||||
Income from continuing operations
|
144.6
|
|
|
141.6
|
|
|
67.6
|
|
|
(272.8
|
)
|
|
81.0
|
|
|||||
Income (loss) from discontinued operations, net of income taxes
|
(12.6
|
)
|
|
—
|
|
|
67.0
|
|
|
—
|
|
|
54.4
|
|
|||||
Net income
|
132.0
|
|
|
141.6
|
|
|
134.6
|
|
|
(272.8
|
)
|
|
135.4
|
|
|||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|
3.4
|
|
|||||
Net income attributable to controlling interest
|
$
|
132.0
|
|
|
$
|
141.6
|
|
|
$
|
134.6
|
|
|
$
|
(276.2
|
)
|
|
$
|
132.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
132.0
|
|
|
$
|
141.6
|
|
|
$
|
134.6
|
|
|
$
|
(272.8
|
)
|
|
$
|
135.4
|
|
Other comprehensive income
|
1.8
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
3.5
|
|
|||||
Comprehensive income
|
133.8
|
|
|
141.6
|
|
|
136.3
|
|
|
(272.8
|
)
|
|
138.9
|
|
|||||
Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
4.5
|
|
|
4.5
|
|
|||||
Comprehensive income attributable to controlling interest
|
$
|
133.8
|
|
|
$
|
141.6
|
|
|
$
|
136.3
|
|
|
$
|
(277.3
|
)
|
|
$
|
134.4
|
|
Condensed Consolidating Balance Sheet
|
|
|
|
|
|
|
|
|
|
||||||||||
September 30, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent
|
|
Combined
Guarantor Subsidiaries |
|
Combined
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
87.4
|
|
|
$
|
2.3
|
|
|
$
|
32.7
|
|
|
$
|
(24.8
|
)
|
|
$
|
97.6
|
|
Receivables, net of allowance
|
2.9
|
|
|
227.6
|
|
|
74.2
|
|
|
—
|
|
|
304.7
|
|
|||||
Income tax receivable
|
21.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.1
|
|
|||||
Inventory
|
—
|
|
|
592.4
|
|
|
40.6
|
|
|
(0.1
|
)
|
|
632.9
|
|
|||||
Property, plant, and equipment, net
|
42.3
|
|
|
1,275.9
|
|
|
6,387.5
|
|
|
(789.0
|
)
|
|
6,916.7
|
|
|||||
Investments in and advances to subsidiaries
|
4,655.8
|
|
|
3,167.3
|
|
|
357.0
|
|
|
(8,180.1
|
)
|
|
—
|
|
|||||
Restricted cash
|
—
|
|
|
—
|
|
|
92.7
|
|
|
24.8
|
|
|
117.5
|
|
|||||
Goodwill and other assets
|
252.1
|
|
|
300.0
|
|
|
62.8
|
|
|
(62.3
|
)
|
|
552.6
|
|
|||||
|
$
|
5,061.6
|
|
|
$
|
5,565.5
|
|
|
$
|
7,047.5
|
|
|
$
|
(9,031.5
|
)
|
|
$
|
8,643.1
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
4.3
|
|
|
$
|
171.5
|
|
|
$
|
74.7
|
|
|
$
|
0.3
|
|
|
$
|
250.8
|
|
Accrued liabilities
|
179.8
|
|
|
34.4
|
|
|
158.6
|
|
|
(3.9
|
)
|
|
368.9
|
|
|||||
Debt
|
472.7
|
|
|
—
|
|
|
4,212.5
|
|
|
—
|
|
|
4,685.2
|
|
|||||
Deferred income taxes
|
—
|
|
|
860.4
|
|
|
2.2
|
|
|
(78.5
|
)
|
|
784.1
|
|
|||||
Advances from subsidiaries
|
1,893.8
|
|
|
—
|
|
|
—
|
|
|
(1,893.8
|
)
|
|
—
|
|
|||||
Other liabilities
|
51.7
|
|
|
41.9
|
|
|
1.2
|
|
|
—
|
|
|
94.8
|
|
|||||
Total stockholders' equity
|
2,459.3
|
|
|
4,457.3
|
|
|
2,598.3
|
|
|
(7,055.6
|
)
|
|
2,459.3
|
|
|||||
|
$
|
5,061.6
|
|
|
$
|
5,565.5
|
|
|
$
|
7,047.5
|
|
|
$
|
(9,031.5
|
)
|
|
$
|
8,643.1
|
|
Condensed Consolidating 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
|
|
Receivables, net of allowance
|
12.5
|
|
|
181.8
|
|
|
82.3
|
|
|
—
|
|
|
276.6
|
|
|||||
Income tax receivable
|
40.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40.4
|
|
|||||
Inventory
|
—
|
|
|
485.8
|
|
|
40.9
|
|
|
(2.0
|
)
|
|
524.7
|
|
|||||
Property, plant, and equipment, net
|
42.0
|
|
|
1,436.3
|
|
|
5,579.7
|
|
|
(723.6
|
)
|
|
6,334.4
|
|
|||||
Investments in and advances to subsidiaries
|
4,558.6
|
|
|
2,981.7
|
|
|
661.1
|
|
|
(8,201.4
|
)
|
|
—
|
|
|||||
Restricted cash
|
—
|
|
|
—
|
|
|
132.9
|
|
|
38.7
|
|
|
171.6
|
|
|||||
Goodwill and other assets
|
205.1
|
|
|
197.9
|
|
|
106.8
|
|
|
(47.5
|
)
|
|
462.3
|
|
|||||
|
$
|
5,013.3
|
|
|
$
|
5,287.6
|
|
|
$
|
6,662.8
|
|
|
$
|
(8,974.5
|
)
|
|
$
|
7,989.2
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
8.6
|
|
|
$
|
134.0
|
|
|
$
|
69.9
|
|
|
$
|
(0.4
|
)
|
|
$
|
212.1
|
|
Accrued liabilities
|
184.3
|
|
|
55.4
|
|
|
128.7
|
|
|
(0.1
|
)
|
|
368.3
|
|
|||||
Debt
|
397.4
|
|
|
—
|
|
|
3,631.8
|
|
|
—
|
|
|
4,029.2
|
|
|||||
Deferred income
|
—
|
|
|
16.5
|
|
|
1.2
|
|
|
—
|
|
|
17.7
|
|
|||||
Deferred income taxes
|
—
|
|
|
790.3
|
|
|
—
|
|
|
(47.2
|
)
|
|
743.1
|
|
|||||
Advances from subsidiaries
|
1,804.2
|
|
|
—
|
|
|
—
|
|
|
(1,804.2
|
)
|
|
—
|
|
|||||
Other liabilities
|
56.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56.8
|
|
|||||
Total stockholders' equity
|
2,562.0
|
|
|
4,291.4
|
|
|
2,831.2
|
|
|
(7,122.6
|
)
|
|
2,562.0
|
|
|||||
|
$
|
5,013.3
|
|
|
$
|
5,287.6
|
|
|
$
|
6,662.8
|
|
|
$
|
(8,974.5
|
)
|
|
$
|
7,989.2
|
|
Condensed Consolidating Statement of Cash Flows
|
|
|
|
|
|
|
|
|
|
||||||||||
Nine Months Ended September 30, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent
|
|
Combined
Guarantor Subsidiaries |
|
Combined
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
116.0
|
|
|
$
|
159.9
|
|
|
$
|
42.7
|
|
|
$
|
(204.0
|
)
|
|
$
|
114.6
|
|
Loss from discontinued operations
|
2.1
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
2.3
|
|
|||||
Equity in earnings of subsidiaries, net of taxes
|
(195.4
|
)
|
|
(32.0
|
)
|
|
(19.7
|
)
|
|
247.1
|
|
|
—
|
|
|||||
Other
|
(17.2
|
)
|
|
(159.3
|
)
|
|
257.5
|
|
|
(33.9
|
)
|
|
47.1
|
|
|||||
Net cash provided by (used in) operating activities
|
(94.5
|
)
|
|
(31.4
|
)
|
|
280.7
|
|
|
9.2
|
|
|
164.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from railcar lease fleet sales owned more than one year
|
—
|
|
|
1,184.6
|
|
|
180.0
|
|
|
(1,189.6
|
)
|
|
175.0
|
|
|||||
Proceeds from dispositions of property and other assets
|
—
|
|
|
6.3
|
|
|
13.2
|
|
|
—
|
|
|
19.5
|
|
|||||
Capital expenditures – leasing
|
—
|
|
|
(911.4
|
)
|
|
(1,132.5
|
)
|
|
1,189.6
|
|
|
(854.3
|
)
|
|||||
Capital expenditures – manufacturing and other
|
(4.0
|
)
|
|
(31.7
|
)
|
|
(27.6
|
)
|
|
—
|
|
|
(63.3
|
)
|
|||||
(Increase) decrease in investment in partially-owned subsidiaries
|
—
|
|
|
1.6
|
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||||
Net cash (used in) provided by investing activities
|
(4.0
|
)
|
|
249.4
|
|
|
(967.1
|
)
|
|
(1.6
|
)
|
|
(723.3
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Payments to retire debt
|
(750.0
|
)
|
|
—
|
|
|
(610.8
|
)
|
|
—
|
|
|
(1,360.8
|
)
|
|||||
Proceeds from issuance of debt
|
825.0
|
|
|
—
|
|
|
1,185.2
|
|
|
—
|
|
|
2,010.2
|
|
|||||
Shares repurchased
|
(154.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(154.9
|
)
|
|||||
Dividends paid to common shareholders
|
(60.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60.8
|
)
|
|||||
Purchase of shares to satisfy employee tax on vested stock
|
(8.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.0
|
)
|
|||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
(2.1
|
)
|
|||||
Distributions to controlling interest in partially-owned subsidiaries
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
1.6
|
|
|
—
|
|
|||||
Change in intercompany financing between entities
|
179.9
|
|
|
(219.8
|
)
|
|
49.1
|
|
|
(9.2
|
)
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
31.2
|
|
|
(219.8
|
)
|
|
619.8
|
|
|
(7.6
|
)
|
|
423.6
|
|
|||||
Net decrease in cash, cash equivalents, and restricted cash
|
(67.3
|
)
|
|
(1.8
|
)
|
|
(66.6
|
)
|
|
—
|
|
|
(135.7
|
)
|
|||||
Cash, cash equivalents, and restricted cash at beginning of period
|
154.7
|
|
|
4.1
|
|
|
192.0
|
|
|
—
|
|
|
350.8
|
|
|||||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
87.4
|
|
|
$
|
2.3
|
|
|
$
|
125.4
|
|
|
$
|
—
|
|
|
$
|
215.1
|
|
Condensed Consolidating Statement of Cash Flows
|
|
|
|
|
|
|
|
|
|
||||||||||
Nine Months Ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent
|
|
Combined
Guarantor Subsidiaries |
|
Combined
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
132.0
|
|
|
$
|
141.6
|
|
|
$
|
134.6
|
|
|
$
|
(272.8
|
)
|
|
$
|
135.4
|
|
Income (loss) from discontinued operations
|
12.6
|
|
|
—
|
|
|
(67.0
|
)
|
|
—
|
|
|
(54.4
|
)
|
|||||
Equity in earnings of subsidiaries, net of taxes
|
(247.7
|
)
|
|
(35.2
|
)
|
|
(20.2
|
)
|
|
303.1
|
|
|
—
|
|
|||||
Other
|
(39.5
|
)
|
|
29.0
|
|
|
132.9
|
|
|
(23.9
|
)
|
|
98.5
|
|
|||||
Net cash (used in) provided by operating activities – continuing operations
|
(142.6
|
)
|
|
135.4
|
|
|
180.3
|
|
|
6.4
|
|
|
179.5
|
|
|||||
Net cash (used in) provided by operating activities – discontinued operations
|
(12.6
|
)
|
|
—
|
|
|
153.0
|
|
|
—
|
|
|
140.4
|
|
|||||
Net cash (used in) provided by operating activities
|
(155.2
|
)
|
|
135.4
|
|
|
333.3
|
|
|
6.4
|
|
|
319.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Decrease in short-term marketable securities
|
319.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
319.5
|
|
|||||
Proceeds from railcar lease fleet sales owned more than one year
|
—
|
|
|
707.8
|
|
|
63.3
|
|
|
(647.7
|
)
|
|
123.4
|
|
|||||
Proceeds from dispositions of property and other assets
|
0.2
|
|
|
3.8
|
|
|
2.9
|
|
|
—
|
|
|
6.9
|
|
|||||
Capital expenditures – leasing
|
—
|
|
|
(611.9
|
)
|
|
(711.6
|
)
|
|
647.7
|
|
|
(675.8
|
)
|
|||||
Capital expenditures – manufacturing and other
|
(11.6
|
)
|
|
(9.9
|
)
|
|
(8.5
|
)
|
|
—
|
|
|
(30.0
|
)
|
|||||
(Increase) decrease in investment in partially-owned subsidiaries
|
—
|
|
|
7.1
|
|
|
—
|
|
|
(7.1
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|
(1.9
|
)
|
|||||
Net cash (used in) provided by investing activities – continuing operations
|
308.1
|
|
|
96.9
|
|
|
(655.8
|
)
|
|
(7.1
|
)
|
|
(257.9
|
)
|
|||||
Net cash used in investing activities – discontinued operations
|
—
|
|
|
—
|
|
|
(53.1
|
)
|
|
—
|
|
|
(53.1
|
)
|
|||||
Net cash (used in) provided by investing activities
|
308.1
|
|
|
96.9
|
|
|
(708.9
|
)
|
|
(7.1
|
)
|
|
(311.0
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Payments to retire debt
|
(647.6
|
)
|
|
(1.8
|
)
|
|
(89.5
|
)
|
|
—
|
|
|
(738.9
|
)
|
|||||
Proceeds from issuance of debt
|
—
|
|
|
—
|
|
|
561.3
|
|
|
—
|
|
|
561.3
|
|
|||||
Shares repurchased
|
(156.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(156.1
|
)
|
|||||
Dividends paid to common shareholders
|
(58.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58.1
|
)
|
|||||
Purchase of shares to satisfy employee tax on vested stock
|
(11.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.5
|
)
|
|||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
(10.3
|
)
|
|
—
|
|
|
(10.3
|
)
|
|||||
Distributions to controlling interest in partially-owned subsidiaries
|
—
|
|
|
—
|
|
|
7.1
|
|
|
(7.1
|
)
|
|
—
|
|
|||||
Change in intercompany financing between entities
|
289.6
|
|
|
(161.9
|
)
|
|
(135.5
|
)
|
|
7.8
|
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
(3.2
|
)
|
|
—
|
|
|
(3.2
|
)
|
|||||
Net cash (used in) provided by financing activities
|
(583.7
|
)
|
|
(163.7
|
)
|
|
329.9
|
|
|
0.7
|
|
|
(416.8
|
)
|
|||||
Net (decrease) increase in cash, cash equivalents, and restricted cash
|
(430.8
|
)
|
|
68.6
|
|
|
(45.7
|
)
|
|
—
|
|
|
(407.9
|
)
|
|||||
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
|
$
|
333.1
|
|
|
$
|
70.2
|
|
|
$
|
162.6
|
|
|
$
|
—
|
|
|
$
|
565.9
|
|
•
|
market conditions and customer demand for our business products and services;
|
•
|
the cyclical nature of the industries in which we compete;
|
•
|
variations in weather in areas where our highway products are sold, used, or installed;
|
•
|
naturally-occurring events and disasters causing disruption to our manufacturing, product deliveries, and production capacity, thereby giving rise to an increase in expenses, loss of revenue, and property losses;
|
•
|
the timing of introduction of new products;
|
•
|
the timing and delivery of customer orders, sales of leased railcars, or a breach of customer contracts;
|
•
|
the creditworthiness of customers and their access to capital;
|
•
|
product price changes;
|
•
|
changes in mix of products sold;
|
•
|
the costs incurred to align manufacturing capacity with demand and the extent of its utilization;
|
•
|
the operating leverage and efficiencies that can be achieved by our manufacturing businesses;
|
•
|
availability and costs of steel, component parts, supplies, and other raw materials;
|
•
|
competition and other competitive factors;
|
•
|
changing technologies;
|
•
|
surcharges and other fees added to fixed pricing agreements for steel, component parts, supplies, and other raw materials;
|
•
|
interest rates and capital costs;
|
•
|
counter-party risks for financial instruments;
|
•
|
long-term funding of our operations;
|
•
|
taxes;
|
•
|
the stability of the governments and political and business conditions in certain foreign countries, particularly Mexico;
|
•
|
changes in import and export quotas and regulations;
|
•
|
business conditions in emerging economies;
|
•
|
costs and results of litigation, including trial and appellate costs;
|
•
|
changes in accounting standards or inaccurate estimates or assumptions in the application of accounting policies;
|
•
|
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;
|
•
|
actions by U.S. and/or foreign governments (particularly Mexico and Canada) relative to federal government budgeting, taxation policies, government expenditures, borrowing/debt ceiling limits, tariffs, and trade policies;
|
•
|
the use of social or digital media to disseminate false, misleading and/or unreliable or inaccurate information;
|
•
|
the inability to sufficiently protect our intellectual property rights;
|
•
|
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
|
•
|
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.
|
•
|
Our revenues for the nine months ended September 30, 2019 were $2,154.4 million representing an increase of 21.4%, compared to the nine months ended September 30, 2018. Our operating profit for the nine months ended September 30, 2019 was $319.1 million representing an increase of 41.6%, compared to the nine months ended September 30, 2018.
|
•
|
The Railcar Leasing and Management Services Group (the "Leasing Group") reported additions to the wholly-owned and partially-owned lease fleet of 7,220 railcars, for a total of 102,090 railcars as of September 30, 2019, an increase of 7.6% compared to September 30, 2018.
|
•
|
For the nine months ended September 30, 2019, we made a net investment in our lease fleet of approximately $679.3 million, which includes new railcar additions and railcar modifications, net of deferred profit; secondary market purchases; and proceeds from the sales of leased railcars owned more than one year at the time of sale.
|
•
|
The Leasing Group's lease fleet of 102,090 company-owned rail cars was 96.7% utilized as of September 30, 2019, in comparison to a lease fleet utilization of 97.6% on 94,870 company-owned railcars as of September 30, 2018. Our company-owned railcars include wholly-owned, partially-owned, and railcars under sale-leaseback arrangements.
|
•
|
The total value of the railcar backlog at September 30, 2019 was $2.4 billion, compared to $3.2 billion at September 30, 2018. The Rail Products Group received orders for 7,635 railcars and delivered 15,080 railcars in the nine months ended September 30, 2019, in comparison to orders for 20,750 railcars and deliveries of 14,820 railcars in the nine months ended September 30, 2018.
|
•
|
In connection with the Company's ongoing efforts to optimize its balance sheet, in April 2019, Trinity Rail Leasing 2019 LLC ("TRL-2019"), a Delaware limited liability company and a limited purpose, indirect wholly-owned subsidiary of the Company owned through Trinity Industries Leasing Company (“TILC”), issued $528.3 million of TRL-2019 Secured Railcar Equipment Notes. These notes bear interest at a fixed rate of 3.82% and have a stated final maturity date of 2049.
|
•
|
We repurchased approximately 5.2 million and 10.8 million shares during the three and nine months ended September 30, 2019, respectively, at a cost of approximately $100.9 million and $233.9 million. The total for the nine months ended September 30, 2019 includes the completion of our previously announced accelerated share repurchase program. As of September 30, 2019, the Company had a remaining authorization to repurchase up to $186.1 million, not to exceed 5.5 million shares, of its common stock under the current repurchase program.
|
•
|
In October 2019, TRL-2019 issued an additional $386.5 million of TRL-2019 Secured Railcar Equipment Notes, consisting of two classes of notes with (i) an aggregate principal amount of $106.9 million of TRL-2019's Series 2019-2 Class A-1 Secured Railcar Equipment Notes (the "Class A-1 Notes"), and (ii) an aggregate principal amount of $279.6 million of TRL-2019's Series 2019-2 Class A-2 Secured Railcar Equipment Notes (the “Class A-2 Notes”). The Class A-1 Notes and Class A-2 Notes bear interest at fixed rates of 2.39% and 3.10%, respectively, and have a stated final maturity date of 2049. Net proceeds received from the transaction are being used to repay approximately $167 million in outstanding borrowings under the Leasing Group's secured warehouse loan facility, to repay approximately $125 million in outstanding borrowings under the Company's revolving credit facility, and for general corporate purposes.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Revenues
|
$
|
813.6
|
|
|
$
|
606.9
|
|
|
$
|
2,154.4
|
|
|
$
|
1,774.1
|
|
Cost of revenues
|
649.1
|
|
|
466.5
|
|
|
1,691.0
|
|
|
1,348.3
|
|
||||
Selling, engineering, and administrative expenses
|
62.1
|
|
|
75.6
|
|
|
191.5
|
|
|
224.6
|
|
||||
Gains on disposition of property
|
17.9
|
|
|
10.4
|
|
|
47.2
|
|
|
24.1
|
|
||||
Total operating profit
|
120.3
|
|
|
75.2
|
|
|
319.1
|
|
|
225.3
|
|
||||
Interest expense, net
|
54.0
|
|
|
40.4
|
|
|
160.8
|
|
|
122.9
|
|
||||
Other, net
|
—
|
|
|
(0.4
|
)
|
|
0.2
|
|
|
(3.5
|
)
|
||||
Income from continuing operations before income taxes
|
66.3
|
|
|
35.2
|
|
|
158.1
|
|
|
105.9
|
|
||||
Provision for income taxes
|
18.2
|
|
|
6.7
|
|
|
41.2
|
|
|
24.9
|
|
||||
Income from continuing operations
|
$
|
48.1
|
|
|
$
|
28.5
|
|
|
$
|
116.9
|
|
|
$
|
81.0
|
|
|
Three Months Ended September 30, 2019
|
|
|
|||||||||||
|
Revenues
|
|
Percent
|
|||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
Change
|
|||||||
|
(in millions)
|
|
||||||||||||
Railcar Leasing and Management Services Group
|
$
|
326.2
|
|
|
$
|
0.2
|
|
|
$
|
326.4
|
|
|
43.5
|
%
|
Rail Products Group
|
409.0
|
|
|
314.0
|
|
|
723.0
|
|
|
45.3
|
|
|||
All Other
|
78.4
|
|
|
12.0
|
|
|
90.4
|
|
|
(11.7
|
)
|
|||
Segment Totals before Eliminations
|
813.6
|
|
|
326.2
|
|
|
1,139.8
|
|
|
37.7
|
|
|||
Eliminations – Lease subsidiary
|
—
|
|
|
(314.0
|
)
|
|
(314.0
|
)
|
|
|
|
|||
Eliminations – Other
|
—
|
|
|
(12.2
|
)
|
|
(12.2
|
)
|
|
|
|
|||
Consolidated Total
|
$
|
813.6
|
|
|
$
|
—
|
|
|
$
|
813.6
|
|
|
34.1
|
|
|
|
|
|
|
|
|
|
|||||||
|
Three Months Ended September 30, 2018
|
|
|
|||||||||||
|
Revenues
|
|
|
|||||||||||
|
External
|
|
Intersegment
|
|
|
Total
|
|
|
||||||
|
(in millions)
|
|
|
|||||||||||
Railcar Leasing and Management Services Group
|
$
|
227.2
|
|
|
$
|
0.3
|
|
|
$
|
227.5
|
|
|
|
|
Rail Products Group
|
290.2
|
|
|
207.4
|
|
|
497.6
|
|
|
|
||||
All Other
|
89.5
|
|
|
12.9
|
|
|
102.4
|
|
|
|
||||
Segment Totals before Eliminations
|
606.9
|
|
|
220.6
|
|
|
827.5
|
|
|
|
||||
Eliminations – Lease subsidiary
|
—
|
|
|
(207.4
|
)
|
|
(207.4
|
)
|
|
|
||||
Eliminations – Other
|
—
|
|
|
(13.2
|
)
|
|
(13.2
|
)
|
|
|
||||
Consolidated Total
|
$
|
606.9
|
|
|
$
|
—
|
|
|
$
|
606.9
|
|
|
|
|
Nine Months Ended September 30, 2019
|
|
|
|||||||||||
|
Revenues
|
|
Percent
|
|||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
Change
|
|||||||
|
(in millions)
|
|
||||||||||||
Railcar Leasing and Management Services Group
|
$
|
803.3
|
|
|
$
|
0.6
|
|
|
$
|
803.9
|
|
|
30.6
|
%
|
Rail Products Group
|
1,125.9
|
|
|
913.0
|
|
|
2,038.9
|
|
|
23.4
|
|
|||
All Other
|
225.2
|
|
|
40.1
|
|
|
265.3
|
|
|
(2.4
|
)
|
|||
Segment Totals before Eliminations
|
2,154.4
|
|
|
953.7
|
|
|
3,108.1
|
|
|
22.4
|
|
|||
Eliminations – Lease subsidiary
|
—
|
|
|
(913.0
|
)
|
|
(913.0
|
)
|
|
|
||||
Eliminations – Other
|
—
|
|
|
(40.7
|
)
|
|
(40.7
|
)
|
|
|
||||
Consolidated Total
|
$
|
2,154.4
|
|
|
$
|
—
|
|
|
$
|
2,154.4
|
|
|
21.4
|
|
|
|
|
|
|
|
|
|
|||||||
|
Nine Months Ended September 30, 2018
|
|
|
|||||||||||
|
Revenues
|
|
|
|||||||||||
|
External
|
|
Intersegment
|
|
|
Total
|
|
|
||||||
|
(in millions)
|
|
|
|||||||||||
Railcar Leasing and Management Services Group
|
$
|
614.7
|
|
|
$
|
0.8
|
|
|
$
|
615.5
|
|
|
|
|
Rail Products Group
|
919.9
|
|
|
732.0
|
|
|
1,651.9
|
|
|
|
||||
All Other
|
239.5
|
|
|
32.4
|
|
|
271.9
|
|
|
|
||||
Segment Totals before Eliminations
|
1,774.1
|
|
|
765.2
|
|
|
2,539.3
|
|
|
|
||||
Eliminations – Lease subsidiary
|
—
|
|
|
(732.0
|
)
|
|
(732.0
|
)
|
|
|
||||
Eliminations – Other
|
—
|
|
|
(33.2
|
)
|
|
(33.2
|
)
|
|
|
||||
Consolidated Total
|
$
|
1,774.1
|
|
|
$
|
—
|
|
|
$
|
1,774.1
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Railcar Leasing and Management Services Group
|
$
|
210.7
|
|
|
$
|
135.3
|
|
|
$
|
497.6
|
|
|
$
|
360.4
|
|
Rail Products Group
|
657.6
|
|
|
469.6
|
|
|
1,854.9
|
|
|
1,523.9
|
|
||||
All Other
|
86.5
|
|
|
92.9
|
|
|
248.6
|
|
|
244.2
|
|
||||
Segment Totals before Eliminations and Corporate Expenses
|
954.8
|
|
|
697.8
|
|
|
2,601.1
|
|
|
2,128.5
|
|
||||
Corporate
|
23.9
|
|
|
37.4
|
|
|
78.1
|
|
|
115.0
|
|
||||
Eliminations – Lease subsidiary
|
(273.3
|
)
|
|
(189.3
|
)
|
|
(803.5
|
)
|
|
(660.7
|
)
|
||||
Eliminations – Other
|
(12.1
|
)
|
|
(14.2
|
)
|
|
(40.4
|
)
|
|
(34.0
|
)
|
||||
Consolidated Total
|
$
|
693.3
|
|
|
$
|
531.7
|
|
|
$
|
1,835.3
|
|
|
$
|
1,548.8
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Railcar Leasing and Management Services Group
|
$
|
115.7
|
|
|
$
|
92.2
|
|
|
$
|
306.3
|
|
|
$
|
255.1
|
|
Rail Products Group
|
65.4
|
|
|
28.0
|
|
|
184.0
|
|
|
128.0
|
|
||||
All Other
|
3.9
|
|
|
9.5
|
|
|
16.7
|
|
|
27.7
|
|
||||
Segment Totals before Eliminations and Corporate Expenses
|
185.0
|
|
|
129.7
|
|
|
507.0
|
|
|
410.8
|
|
||||
Corporate
|
(23.9
|
)
|
|
(37.4
|
)
|
|
(78.1
|
)
|
|
(115.0
|
)
|
||||
Eliminations – Lease subsidiary
|
(40.7
|
)
|
|
(18.1
|
)
|
|
(109.5
|
)
|
|
(71.3
|
)
|
||||
Eliminations – Other
|
(0.1
|
)
|
|
1.0
|
|
|
(0.3
|
)
|
|
0.8
|
|
||||
Consolidated Total
|
$
|
120.3
|
|
|
$
|
75.2
|
|
|
$
|
319.1
|
|
|
$
|
225.3
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
Percent
|
|
2019
|
|
2018
|
|
Percent
|
||||||||||
|
(in millions)
|
|
Change
|
|
(in millions)
|
|
Change
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Leasing and management
|
$
|
190.1
|
|
|
$
|
175.9
|
|
|
8.1
|
%
|
|
$
|
566.6
|
|
|
$
|
534.7
|
|
|
6.0
|
%
|
Sales of railcars owned one year or less at the time of sale (1)
|
136.3
|
|
|
51.6
|
|
|
*
|
|
237.3
|
|
|
80.8
|
|
|
*
|
||||||
Total revenues
|
$
|
326.4
|
|
|
$
|
227.5
|
|
|
43.5
|
|
|
$
|
803.9
|
|
|
$
|
615.5
|
|
|
30.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating profit(2):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Leasing and management
|
$
|
79.8
|
|
|
$
|
69.7
|
|
|
14.5
|
|
|
$
|
234.6
|
|
|
$
|
216.6
|
|
|
8.3
|
|
Railcar sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Railcars owned one year or less at the time of sale
|
17.8
|
|
|
13.1
|
|
|
*
|
|
27.0
|
|
|
17.5
|
|
|
*
|
||||||
Railcars owned more than one year at the time of sale
|
18.1
|
|
|
9.4
|
|
|
*
|
|
44.7
|
|
|
21.0
|
|
|
*
|
||||||
Total operating profit
|
$
|
115.7
|
|
|
$
|
92.2
|
|
|
25.5
|
|
|
$
|
306.3
|
|
|
$
|
255.1
|
|
|
20.1
|
|
Total operating profit margin
|
35.4
|
%
|
|
40.5
|
%
|
|
|
|
38.1
|
%
|
|
41.4
|
%
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Leasing and management operating profit margin:
|
42.0
|
%
|
|
39.6
|
%
|
|
|
|
41.4
|
%
|
|
40.5
|
%
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Selected expense information:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation
|
$
|
59.4
|
|
|
$
|
48.8
|
|
|
21.7
|
%
|
|
$
|
171.6
|
|
|
$
|
140.9
|
|
|
21.8
|
%
|
Maintenance and compliance
|
$
|
24.9
|
|
|
$
|
24.1
|
|
|
3.3
|
%
|
|
$
|
79.2
|
|
|
$
|
75.5
|
|
|
4.9
|
%
|
Rent
|
$
|
3.8
|
|
|
$
|
9.7
|
|
|
(60.8
|
)%
|
|
$
|
13.6
|
|
|
$
|
29.7
|
|
|
(54.2
|
)%
|
Selling, engineering, and administrative expenses
|
$
|
10.7
|
|
|
$
|
11.9
|
|
|
(10.1
|
)%
|
|
$
|
36.2
|
|
|
$
|
36.7
|
|
|
(1.4
|
)%
|
Interest
|
$
|
50.0
|
|
|
$
|
37.4
|
|
|
33.7
|
%
|
|
$
|
146.4
|
|
|
$
|
101.2
|
|
|
44.7
|
%
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Railcars owned one year or less at the time of sale (1)
|
$
|
237.3
|
|
|
$
|
80.8
|
|
Railcars owned more than one year at the time of sale
|
175.0
|
|
|
123.4
|
|
||
|
$
|
412.3
|
|
|
$
|
204.2
|
|
|
September 30, 2019
|
|
September 30, 2018
|
||
Number of railcars:
|
|
|
|
||
Wholly-owned
|
77,485
|
|
|
70,220
|
|
Partially-owned
|
24,605
|
|
|
24,650
|
|
|
102,090
|
|
|
94,870
|
|
Managed (third-party owned)
|
24,215
|
|
|
27,160
|
|
|
126,305
|
|
|
122,030
|
|
Company-owned railcars (1):
|
|
|
|
||
Average age in years
|
9.4
|
|
|
8.9
|
|
Average remaining lease term in years
|
3.4
|
|
|
3.5
|
|
Fleet utilization
|
96.7
|
%
|
|
97.6
|
%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
Percent
|
|
2019
|
|
2018
|
|
Percent
|
||||||||||
|
(in millions)
|
|
Change
|
|
(in millions)
|
|
Change
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Rail Products
|
$
|
612.3
|
|
|
$
|
408.2
|
|
|
50.0
|
%
|
|
$
|
1,723.5
|
|
|
$
|
1,413.1
|
|
|
22.0
|
%
|
Maintenance services
|
99.8
|
|
|
76.5
|
|
|
30.5
|
|
|
277.4
|
|
|
200.5
|
|
|
38.4
|
|
||||
Other
|
10.9
|
|
|
12.9
|
|
|
(15.5
|
)
|
|
38.0
|
|
|
38.3
|
|
|
(0.8
|
)
|
||||
Total revenues
|
723.0
|
|
|
497.6
|
|
|
45.3
|
|
|
2,038.9
|
|
|
1,651.9
|
|
|
23.4
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating costs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenues
|
644.8
|
|
|
457.0
|
|
|
41.1
|
|
|
1,816.4
|
|
|
1,486.3
|
|
|
22.2
|
|
||||
Selling, engineering, and administrative expenses
|
12.5
|
|
|
12.6
|
|
|
(0.8
|
)
|
|
38.2
|
|
|
37.6
|
|
|
1.6
|
|
||||
Losses on dispositions of property
|
0.3
|
|
|
—
|
|
|
*
|
|
0.3
|
|
|
—
|
|
|
*
|
||||||
Operating profit
|
$
|
65.4
|
|
|
$
|
28.0
|
|
|
133.6
|
|
|
$
|
184.0
|
|
|
$
|
128.0
|
|
|
43.8
|
|
Operating profit margin
|
9.0
|
%
|
|
5.6
|
%
|
|
|
|
9.0
|
%
|
|
7.7
|
%
|
|
|
|
September 30,
|
|||||||||
|
2019
|
|
2018
|
|
Percent
|
|||||
|
(in millions)
|
|
Change
|
|||||||
External Customers
|
$
|
1,628.3
|
|
|
$
|
2,001.2
|
|
|
|
|
Leasing Group
|
817.4
|
|
|
1,199.6
|
|
|
|
|||
Total (1)
|
$
|
2,445.7
|
|
|
$
|
3,200.8
|
|
|
(23.6
|
)%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Percent
|
|||||||
|
|
|
|
|
|
|
|
|
Change
|
|||||||
Beginning balance
|
23,170
|
|
|
24,580
|
|
|
30,875
|
|
|
22,585
|
|
|
|
|||
Orders received
|
2,530
|
|
|
7,725
|
|
|
7,635
|
|
|
20,750
|
|
|
|
|||
Shipments
|
(5,320
|
)
|
|
(3,990
|
)
|
|
(15,080
|
)
|
|
(14,820
|
)
|
|
|
|||
Other adjustments (1)
|
(430
|
)
|
|
—
|
|
|
(3,480
|
)
|
|
(200
|
)
|
|
|
|||
Ending balance
|
19,950
|
|
|
28,315
|
|
|
19,950
|
|
|
28,315
|
|
|
|
|||
Average selling price in ending backlog
|
|
|
|
|
$
|
122,591
|
|
|
$
|
113,043
|
|
|
8.4
|
%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
Percent
|
|
2019
|
|
2018
|
|
Percent
|
||||||||||
|
(in millions)
|
|
Change
|
|
(in millions)
|
|
Change
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Highway Products
|
$
|
70.1
|
|
|
$
|
79.4
|
|
|
(11.7
|
)%
|
|
$
|
199.3
|
|
|
$
|
205.9
|
|
|
(3.2
|
)%
|
Other
|
20.3
|
|
|
23.0
|
|
|
(11.7
|
)
|
|
66.0
|
|
|
66.0
|
|
|
—
|
|
||||
Total revenues
|
90.4
|
|
|
102.4
|
|
|
(11.7
|
)
|
|
265.3
|
|
|
271.9
|
|
|
(2.4
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating costs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenues
|
71.3
|
|
|
79.9
|
|
|
(10.8
|
)
|
|
209.4
|
|
|
211.5
|
|
|
(1.0
|
)
|
||||
Selling, engineering, and administrative expenses
|
14.9
|
|
|
13.7
|
|
|
8.8
|
|
|
38.9
|
|
|
35.3
|
|
|
10.2
|
|
||||
Losses (gains) on dispositions of property
|
0.3
|
|
|
(0.7
|
)
|
|
*
|
|
0.3
|
|
|
(2.6
|
)
|
|
*
|
||||||
Operating profit
|
$
|
3.9
|
|
|
$
|
9.5
|
|
|
(58.9
|
)
|
|
$
|
16.7
|
|
|
$
|
27.7
|
|
|
(39.7
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
Percent
|
|
2019
|
|
2018
|
|
Percent
|
||||||||||
|
(in millions)
|
|
Change
|
|
(in millions)
|
|
Change
|
||||||||||||||
Operating costs
|
$
|
23.9
|
|
|
$
|
37.4
|
|
|
(36.1
|
)%
|
|
$
|
78.1
|
|
|
$
|
115.0
|
|
|
(32.1
|
)%
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Net cash flows from continuing operations:
|
|
|
|
||||
Operating activities
|
$
|
164.0
|
|
|
$
|
179.5
|
|
Investing activities
|
(723.3
|
)
|
|
(257.9
|
)
|
||
Financing activities
|
423.6
|
|
|
(416.8
|
)
|
||
Net cash flows from discontinued operations
|
—
|
|
|
87.3
|
|
||
Net decrease in cash, cash equivalents, and restricted cash
|
$
|
(135.7
|
)
|
|
$
|
(407.9
|
)
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Increase in receivables, inventories, and other assets
|
$
|
(185.6
|
)
|
|
$
|
(169.4
|
)
|
Increase in accounts payable, accrued liabilities, and other liabilities
|
3.4
|
|
|
35.8
|
|
||
Changes in operating assets and liabilities
|
$
|
(182.2
|
)
|
|
$
|
(133.6
|
)
|
•
|
We made a net investment in the lease fleet of $679.3 million during the nine months ended September 30, 2019, compared to $552.4 million in the prior year period. Our net investment in the lease fleet includes new railcar additions and railcar modifications, net of deferred profit; secondary market purchases; and proceeds from the sales of leased railcars owned more than one year at the time of sale.
|
•
|
Short-term marketable securities decreased by $319.5 million for the nine months ended September 30, 2018. There were no investing activities related to short-term marketable securities during the nine months ended September 30, 2019.
|
•
|
During the nine months ended September 30, 2019, we had total borrowings of $2,010.2 million and total repayments of $1,360.8 million, for net proceeds of $649.4 million, primarily to support our investment in the lease fleet and for general and corporate purposes. During the nine months ended September 30, 2018, we had total borrowings of $561.3 million and total repayments of $738.9 million, for net repayments of $177.6 million, primarily related to the cash settlement of our then-outstanding convertible notes of $646.6 million, partially offset by proceeds from the issuance of debt in support of our investment in the lease fleet.
|
•
|
We paid $60.8 million and $58.1 million in dividends to our common stockholders during the nine months ended September 30, 2019 and 2018, respectively.
|
•
|
We repurchased common stock under our authorized share repurchase programs totaling $154.9 million and $156.1 million during the nine months ended September 30, 2019 and 2018, respectively. The cash outlay for shares repurchased during nine months ended September 30, 2019 excludes approximately $70.0 million related to the repurchased shares that were funded in November 2018 under the ASR program but delivered in the first quarter of 2019. Additionally, certain shares of stock repurchased during September 2019, totaling $9.0 million, were cash settled in October 2019 in accordance with normal settlement practices.
|
•
|
Contractual obligations that relate to operating leases, decreased by $199.0 million for the exercise of the option to purchase 6,779 railcars previously under operating leases. We completed the purchase on January 14, 2019. See Note 1 and Note 6 of the Consolidated Financial Statements for additional information regarding our operating lease obligations.
|
•
|
In April 2019, TRL-2019 issued $528.3 million of TRL-2019 Secured Railcar Equipment Notes. These notes have a stated final maturity date of 2049. See Note 8 of the Consolidated Financial Statements for additional information regarding TRL-2019.
|
Period
|
Number of Shares Purchased (1)
|
|
Average Price Paid per Share (1)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2)
|
||||||
July 1, 2019 through July 31, 2019
|
837,069
|
|
|
$
|
19.12
|
|
|
835,383
|
|
|
$
|
271,015,960
|
|
August 1, 2019 through August 31, 2019
|
1,516,505
|
|
|
$
|
19.29
|
|
|
1,513,503
|
|
|
$
|
241,821,017
|
|
September 1, 2019 through September 30, 2019
|
2,822,796
|
|
|
$
|
19.75
|
|
|
2,822,603
|
|
|
$
|
186,074,050
|
|
Total
|
5,176,370
|
|
|
|
|
5,171,489
|
|
|
|
NO.
|
|
DESCRIPTION
|
10.1
|
|
|
10.1.1
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
32.2
|
|
|
101.INS
|
|
Inline XBRL Instance Document — the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document (filed electronically herewith).
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith).
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith).
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith).
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith).
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
TRINITY INDUSTRIES, INC.
|
By
|
/s/ Melendy E. Lovett
|
Registrant
|
|
|
|
|
Melendy E. Lovett
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
October 24, 2019
|
Class
|
Principal Amount
|
Interest Rate
|
Class A-1
|
$106,900,000
|
2.390%
|
Class A-2
|
$279,600,000
|
3.100%
|
Wells Fargo Securities LLC
550 S. Tryon Street
Charlotte, NC 28202
|
BofA Securities, Inc.
One Bryant Park, 11th Floor
New York, NY 10036
|
|
|
Credit Agricole Securities (USA) Inc.
1301 Avenue of the Americas
New York, NY 10019
|
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, NY 10010
|
Wells Fargo Securities LLC.
550 S. Tryon Street
Charlotte, NC 28202
Attn: John Fulvimar
|
BofA Securities, Inc.
One Bryant Park, 11th Floor
New York, NY 10036
Attn: Ben Merrill
|
|
|
Credit Agricole Securities (USA) Inc.
1301 Avenue of the Americas
New York, NY 10019
Attn: GMD Securitization
|
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, NY 10010
Attn: SP Finance Group
|
|
Very truly yours,
TRINITY RAIL LEASING 2019 LLC,
By:TRINITY INDUSTRIES LEASING COMPANY, as sole member and manager
By:/s/ Sara McCoy
Name: Sara McCoy
Title: Vice President
|
|
TRINITY INDUSTRIES LEASING COMPANY
By:/s/ Sara McCoy
Name: Sara McCoy
Title: Vice President
|
|
WELLS FARGO SECURITIES LLC
By:/s/ John A. Fulvimar
Name: John A. Fulvimar
Title: Director
|
|
CREDIT SUISSE SECURITIES (USA) LLC
By:/s/ Shailesh S. Deshpande
Name: Shailesh S. Deshpande
Title: Managing Director
|
|
CREDIT AGRICOLE SECURITIES (USA) INC.
By:/s/ Michael Regan
Name: Michael Regan
Title: Managing Director
|
|
BOFA SECURITIES, INC.
By:/s/ Bradley J. Sohl
Name: Bradley J. Sohl
Title: Director ABS Banking & Finance
|
|
|
|
ARTICLE I DEFINITIONS
|
1
|
|
|||
Section 1.01. Definitions
|
1
|
|
|||
ARTICLE II THE SERIES 2019-2 NOTES
|
4
|
|
|||
Section 2.01. Designation of Series; Series 2019-2 Notes
|
4
|
|
|||
Section 2.02. Grant of Security Interest in 2019-2 Series Account
|
5
|
|
|||
Section 2.03. Authentication and Delivery
|
5
|
|
|||
Section 2.04. Interest Payments on the Series 2019-2 Notes
|
6
|
|
|||
Section 2.05. Principal Payments on the Series 2019-2 Notes
|
6
|
|
|||
Section 2.06. Prepayment of Principal on the Series 2019-2 Notes
|
6
|
|
|||
Section 2.07. Manner of Payment
|
9
|
|
|||
Section 2.08. Restrictions on Transfer
|
9
|
|
|||
Section 2.09. Final Maturity Date
|
9
|
|
|||
ARTICLE III 2019-2 SERIES ACCOUNT
|
10
|
|
|||
Section 3.01. 2019-2 Series Account
|
10
|
|
|||
Section 3.02. Distributions from 2019-2 Series Account
|
10
|
|
|||
Section 3.03. Liquidity Reserve Target Account
|
10
|
|
|||
ARTICLE IV CONDITIONS OF ISSUANCE
|
10
|
|
|||
Section 4.01. Conditions of Issuance
|
10
|
|
|||
ARTICLE V REPRESENTATIONS AND WARRANTIES
|
10
|
|
|||
Section 5.01. Master Indenture Representations and Warranties
|
10
|
|
|||
ARTICLE IV MISCELLANEOUS PROVISIONS
|
10
|
|
|||
Section 6.01. Ratification of Master Indenture
|
11
|
|
|||
Section 6.02. Counterparts
|
11
|
|
|||
Section 6.03. Governing Law
|
11
|
|
|||
Section 6.04. Notices to the Rating Agency
|
11
|
|
|||
Section 6.05. Notices to Liquidity Facility Provider
|
11
|
|
|||
Section 6.06. Amendments and Modifications
|
11
|
|
|||
EXHIBITS
|
|||||
EXHIBIT A Form of Class A-1 Note
|
|
||||
EXHIBIT B Form of Class A-2 Note
|
|
||||
SCHEDULES
|
|||||
SCHEDULE 1 Description of Initial Railcars
|
|
||||
SCHEDULE 2 Description of Initial Leases
|
|
|
i
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
6
|
|
|
7
|
|
|
8
|
|
|
9
|
|
|
10
|
|
|
11
|
|
|
TRINITY RAIL LEASING 2019 LLC
By: Trinity Industries Leasing Company, its manager By: /s/ Sara E. McCoy Name: Sara E. McCoy Title: Vice President – Capital Markets |
|
U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
By: /s/ Chris McKim Name: Chris McKim Title: Vice President |
1.
|
I have reviewed this quarterly report on Form 10-Q of Trinity Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Trinity Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
(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.
|