(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
March 31, |
||||||
|
2020
|
|
2019
|
||||
|
(in millions, except per share amounts)
|
||||||
Revenues:
|
|
|
|
||||
Manufacturing
|
$
|
379.1
|
|
|
$
|
404.6
|
|
Leasing
|
236.1
|
|
|
200.2
|
|
||
|
615.2
|
|
|
604.8
|
|
||
Operating costs:
|
|
|
|
||||
Cost of revenues:
|
|
|
|
||||
Manufacturing
|
343.4
|
|
|
351.6
|
|
||
Leasing
|
138.6
|
|
|
111.8
|
|
||
|
482.0
|
|
|
463.4
|
|
||
Selling, engineering, and administrative expenses:
|
|
|
|
||||
Manufacturing
|
21.9
|
|
|
23.2
|
|
||
Leasing
|
14.3
|
|
|
12.8
|
|
||
Other
|
28.1
|
|
|
23.6
|
|
||
|
64.3
|
|
|
59.6
|
|
||
Gains (losses) on dispositions of property:
|
|
|
|
||||
Net gains on railcar lease fleet sales owned more than one year at the time of sale
|
8.7
|
|
|
7.9
|
|
||
Other
|
0.9
|
|
|
2.1
|
|
||
|
9.6
|
|
|
10.0
|
|
||
|
|
|
|
||||
Restructuring activities, net
|
5.5
|
|
|
—
|
|
||
Total operating profit
|
73.0
|
|
|
91.8
|
|
||
Other (income) expense:
|
|
|
|
||||
Interest income
|
(2.4
|
)
|
|
(1.3
|
)
|
||
Interest expense
|
61.3
|
|
|
52.7
|
|
||
Other, net
|
(0.8
|
)
|
|
0.3
|
|
||
|
58.1
|
|
|
51.7
|
|
||
Income from continuing operations before income taxes
|
14.9
|
|
|
40.1
|
|
||
Provision (benefit) for income taxes:
|
|
|
|
||||
Current
|
(372.8
|
)
|
|
(0.8
|
)
|
||
Deferred
|
225.2
|
|
|
9.7
|
|
||
|
(147.6
|
)
|
|
8.9
|
|
||
Income from continuing operations
|
162.5
|
|
|
31.2
|
|
||
Loss from discontinued operations, net of benefit for income taxes of $0.1 and $0.2
|
(0.2
|
)
|
|
(1.1
|
)
|
||
Net income
|
162.3
|
|
|
30.1
|
|
||
Net income (loss) attributable to noncontrolling interest
|
0.6
|
|
|
(0.5
|
)
|
||
Net income attributable to Trinity Industries, Inc.
|
$
|
161.7
|
|
|
$
|
30.6
|
|
|
|
|
|
||||
Basic earnings per common share:
|
|
|
|
||||
Income from continuing operations
|
$
|
1.36
|
|
|
$
|
0.24
|
|
Income (loss) from discontinued operations
|
—
|
|
|
(0.01
|
)
|
||
Basic net income attributable to Trinity Industries, Inc.
|
$
|
1.36
|
|
|
$
|
0.23
|
|
Diluted earnings per common share:
|
|
|
|
||||
Income from continuing operations
|
$
|
1.33
|
|
|
$
|
0.24
|
|
Income (loss) from discontinued operations
|
—
|
|
|
(0.01
|
)
|
||
Diluted net income attributable to Trinity Industries, Inc.
|
$
|
1.33
|
|
|
$
|
0.23
|
|
Weighted average number of shares outstanding:
|
|
|
|
||||
Basic
|
118.0
|
|
|
130.4
|
|
||
Diluted
|
119.9
|
|
|
132.2
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
|
(in millions)
|
||||||
Net income
|
$
|
162.3
|
|
|
$
|
30.1
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Derivative financial instruments:
|
|
|
|
||||
Unrealized losses arising during the period, net of tax benefit of $7.7 and $1.7
|
(25.6
|
)
|
|
(5.5
|
)
|
||
Reclassification adjustments for losses included in net income, net of tax benefit of $0.5 and $0.4
|
1.0
|
|
|
0.9
|
|
||
Defined benefit plans:
|
|
|
|
||||
Amortization of prior service cost, net of tax benefit of $0.1 and $-
|
0.2
|
|
|
—
|
|
||
Amortization of net actuarial losses, net of tax benefit of $0.3 and $0.3
|
1.2
|
|
|
0.8
|
|
||
|
(23.2
|
)
|
|
(3.8
|
)
|
||
Comprehensive income
|
139.1
|
|
|
26.3
|
|
||
Less: comprehensive income (loss) attributable to noncontrolling interest
|
0.9
|
|
|
(0.2
|
)
|
||
Comprehensive income attributable to Trinity Industries, Inc.
|
$
|
138.2
|
|
|
$
|
26.5
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
(unaudited)
|
|
|
||||
|
(in millions)
|
||||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
213.2
|
|
|
$
|
166.2
|
|
Receivables, net of allowance
|
297.8
|
|
|
260.1
|
|
||
Income tax receivable
|
389.1
|
|
|
14.7
|
|
||
Inventories:
|
|
|
|
||||
Raw materials and supplies
|
239.8
|
|
|
263.4
|
|
||
Work in process
|
113.2
|
|
|
108.8
|
|
||
Finished goods
|
89.0
|
|
|
61.2
|
|
||
|
442.0
|
|
|
433.4
|
|
||
Restricted cash, including partially-owned subsidiaries of $27.3 and $33.0
|
96.3
|
|
|
111.4
|
|
||
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $2,069.6 and $2,065.3
|
9,335.7
|
|
|
9,272.5
|
|
||
Less accumulated depreciation, including partially-owned subsidiaries of $540.5 and $527.7
|
(2,217.0
|
)
|
|
(2,161.9
|
)
|
||
|
7,118.7
|
|
|
7,110.6
|
|
||
Goodwill
|
208.8
|
|
|
208.8
|
|
||
Other assets
|
237.0
|
|
|
396.2
|
|
||
Total assets
|
$
|
9,002.9
|
|
|
$
|
8,701.4
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Accounts payable
|
$
|
208.5
|
|
|
$
|
203.9
|
|
Accrued liabilities
|
348.5
|
|
|
342.1
|
|
||
Debt:
|
|
|
|
||||
Recourse
|
527.9
|
|
|
522.8
|
|
||
Non-recourse:
|
|
|
|
||||
Wholly-owned subsidiaries
|
3,078.8
|
|
|
3,080.7
|
|
||
Partially-owned subsidiaries
|
1,263.5
|
|
|
1,278.4
|
|
||
|
4,870.2
|
|
|
4,881.9
|
|
||
Deferred income taxes
|
1,016.1
|
|
|
798.3
|
|
||
Other liabilities
|
93.5
|
|
|
96.3
|
|
||
Total liabilities
|
6,536.8
|
|
|
6,322.5
|
|
||
|
|
|
|
||||
Preferred stock – 1.5 shares authorized and unissued
|
—
|
|
|
—
|
|
||
Common stock – 400.0 shares authorized
|
1.2
|
|
|
1.2
|
|
||
Capital in excess of par value
|
8.0
|
|
|
—
|
|
||
Retained earnings
|
2,321.0
|
|
|
2,182.9
|
|
||
Accumulated other comprehensive loss
|
(176.6
|
)
|
|
(153.1
|
)
|
||
Treasury stock
|
(37.2
|
)
|
|
(0.9
|
)
|
||
|
2,116.4
|
|
|
2,030.1
|
|
||
Noncontrolling interest
|
349.7
|
|
|
348.8
|
|
||
Total stockholders' equity
|
2,466.1
|
|
|
2,378.9
|
|
||
Total liabilities and stockholders' equity
|
$
|
9,002.9
|
|
|
$
|
8,701.4
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
|
(in millions)
|
||||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
162.3
|
|
|
$
|
30.1
|
|
Loss from discontinued operations, net of income taxes
|
0.2
|
|
|
1.1
|
|
||
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
66.9
|
|
|
67.5
|
|
||
Stock-based compensation expense
|
7.3
|
|
|
5.5
|
|
||
Provision for deferred income taxes
|
225.2
|
|
|
9.7
|
|
||
Net gains on railcar lease fleet sales owned more than one year at the time of sale
|
(8.7
|
)
|
|
(7.9
|
)
|
||
Gains on dispositions of property and other assets
|
(4.7
|
)
|
|
(2.1
|
)
|
||
Restructuring activities
|
5.2
|
|
|
—
|
|
||
Non-cash interest expense
|
3.7
|
|
|
3.6
|
|
||
Loss on early extinguishment of debt
|
5.0
|
|
|
—
|
|
||
Other
|
2.0
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
(Increase) decrease in receivables
|
(37.8
|
)
|
|
(93.4
|
)
|
||
(Increase) decrease in income tax receivable
|
(374.4
|
)
|
|
24.3
|
|
||
(Increase) decrease in inventories
|
(8.6
|
)
|
|
(93.7
|
)
|
||
(Increase) decrease in other assets
|
159.4
|
|
|
4.3
|
|
||
Increase (decrease) in accounts payable
|
3.3
|
|
|
(14.8
|
)
|
||
Increase (decrease) in accrued liabilities
|
(30.8
|
)
|
|
(52.8
|
)
|
||
Increase (decrease) in other liabilities
|
(1.7
|
)
|
|
(6.2
|
)
|
||
Net cash provided by (used in) operating activities – continuing operations
|
173.8
|
|
|
(124.8
|
)
|
||
Net cash used in operating activities – discontinued operations
|
(0.2
|
)
|
|
(1.1
|
)
|
||
Net cash provided by (used in) operating activities
|
173.6
|
|
|
(125.9
|
)
|
||
|
|
|
|
||||
Investing activities:
|
|
|
|
||||
Proceeds from dispositions of property and other assets
|
9.8
|
|
|
7.3
|
|
||
Proceeds from railcar lease fleet sales owned more than one year at the time of sale
|
68.5
|
|
|
29.4
|
|
||
Capital expenditures – leasing, net of sold lease fleet railcars owned one year or less with a net cost of $42.5 and $12.5
|
(129.2
|
)
|
|
(465.0
|
)
|
||
Capital expenditures – manufacturing and other
|
(14.0
|
)
|
|
(11.5
|
)
|
||
Other
|
0.3
|
|
|
1.3
|
|
||
Net cash used in investing activities
|
(64.6
|
)
|
|
(438.5
|
)
|
||
|
|
|
|
||||
Financing activities:
|
|
|
|
||||
Payments to retire debt
|
(471.4
|
)
|
|
(214.8
|
)
|
||
Proceeds from issuance of debt
|
452.4
|
|
|
649.7
|
|
||
Shares repurchased
|
(35.4
|
)
|
|
(15.0
|
)
|
||
Dividends paid to common shareholders
|
(22.7
|
)
|
|
(17.3
|
)
|
||
Purchase of shares to satisfy employee tax on vested stock
|
—
|
|
|
(0.5
|
)
|
||
Distributions to noncontrolling interest
|
—
|
|
|
(0.4
|
)
|
||
Net cash provided by (used in) financing activities
|
(77.1
|
)
|
|
401.7
|
|
||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
31.9
|
|
|
(162.7
|
)
|
||
Cash, cash equivalents, and restricted cash at beginning of period
|
277.6
|
|
|
350.8
|
|
||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
309.5
|
|
|
$
|
188.1
|
|
|
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, 2019 |
119.7
|
|
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
2,182.9
|
|
|
$
|
(153.1
|
)
|
|
(0.1
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
2,030.1
|
|
|
$
|
348.8
|
|
|
$
|
2,378.9
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
161.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
161.7
|
|
|
0.6
|
|
|
162.3
|
|
||||||||
Other comprehensive (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23.5
|
)
|
|
—
|
|
|
—
|
|
|
(23.5
|
)
|
|
0.3
|
|
|
(23.2
|
)
|
||||||||
Cash dividends declared on common stock (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.6
|
)
|
|
—
|
|
|
(24.6
|
)
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
7.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.3
|
|
|
—
|
|
|
7.3
|
|
||||||||
Shares repurchased
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|
(35.4
|
)
|
|
(35.4
|
)
|
|
—
|
|
|
(35.4
|
)
|
||||||||
Other restricted share activity
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
||||||||
Cumulative effect of adopting new accounting standard
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
||||||||
Balances at
March 31, 2020 |
119.7
|
|
|
$
|
1.2
|
|
|
$
|
8.0
|
|
|
$
|
2,321.0
|
|
|
$
|
(176.6
|
)
|
|
(2.0
|
)
|
|
$
|
(37.2
|
)
|
|
$
|
2,116.4
|
|
|
$
|
349.7
|
|
|
$
|
2,466.1
|
|
|
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 (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(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
|
|
|
Unsatisfied performance obligations at March 31, 2020
|
|||||
|
Total
Amount
|
|
Percent expected to be delivered in 2020
|
|||
|
(in millions)
|
|
|
|||
Rail Products Group:
|
|
|
|
|||
Products:
|
|
|
|
|||
External Customers
|
$
|
976.1
|
|
|
|
|
Leasing Group
|
581.7
|
|
|
|
||
|
$
|
1,557.8
|
|
|
53
|
%
|
|
|
|
|
|||
Maintenance Services
|
$
|
20.0
|
|
|
92
|
%
|
|
|
|
|
|||
Railcar Leasing and Management Services Group
|
$
|
102.4
|
|
|
12
|
%
|
|
Three Months Ended March 31, 2020
|
|
Three Months Ended March 31, 2019
|
||||
Consolidated Statement of Operations
|
|
|
|
||||
Operating lease expense
|
$
|
3.9
|
|
|
$
|
5.2
|
|
Short-term lease expense
|
$
|
0.2
|
|
|
$
|
1.4
|
|
|
|
|
|
||||
|
March 31, 2020
|
|
December 31, 2019
|
||||
Consolidated Balance Sheet
|
|
|
|
||||
Right-of-use assets (1)
|
$
|
42.6
|
|
|
$
|
44.2
|
|
Lease liabilities (2)
|
$
|
43.4
|
|
|
$
|
44.8
|
|
|
|
|
|
||||
Weighted average remaining lease term
|
4.6 years
|
|
|
4.8 years
|
|
||
Weighted average discount rate
|
4.1
|
%
|
|
4.1
|
%
|
||
|
|
|
|
||||
|
Three Months Ended March 31, 2020
|
|
Three Months Ended March 31, 2019
|
||||
Consolidated Statement of Cash Flows
|
|
|
|
||||
Cash flows from operating activities
|
$
|
3.9
|
|
|
$
|
5.2
|
|
Right-of-use assets recognized in exchange for new lease liabilities
|
$
|
2.1
|
|
|
$
|
—
|
|
|
Leasing Group
|
|
Non-Leasing Group (1)
|
|
Total
|
||||||
Remaining nine months of 2020
|
$
|
7.8
|
|
|
$
|
3.0
|
|
|
$
|
10.8
|
|
2021
|
8.5
|
|
|
3.0
|
|
|
11.5
|
|
|||
2022
|
7.8
|
|
|
2.8
|
|
|
10.6
|
|
|||
2023
|
5.9
|
|
|
2.5
|
|
|
8.4
|
|
|||
2024
|
2.7
|
|
|
1.3
|
|
|
4.0
|
|
|||
Thereafter
|
1.8
|
|
|
2.9
|
|
|
4.7
|
|
|||
Total operating lease payments
|
$
|
34.5
|
|
|
$
|
15.5
|
|
|
$
|
50.0
|
|
Less: Present value adjustment
|
|
|
|
|
(6.6
|
)
|
|||||
Total operating lease liabilities
|
|
|
|
|
$
|
43.4
|
|
|
Three Months Ended March 31, 2020
|
|
Three Months Ended March 31, 2019
|
||||
Operating lease revenues
|
$
|
172.2
|
|
|
$
|
179.2
|
|
Variable operating lease revenues
|
$
|
12.6
|
|
|
$
|
10.8
|
|
Interest income on sales-type lease receivables
|
$
|
1.7
|
|
|
$
|
—
|
|
Remaining nine months of 2020
|
$
|
446.5
|
|
2021
|
482.1
|
|
|
2022
|
376.3
|
|
|
2023
|
268.8
|
|
|
2024
|
183.7
|
|
|
Thereafter
|
330.8
|
|
|
Total
|
$
|
2,088.2
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
|
(in millions)
|
||||||
Beginning balance
|
$
|
8.1
|
|
|
$
|
7.4
|
|
Warranty costs incurred
|
(0.9
|
)
|
|
(0.9
|
)
|
||
Warranty originations and revisions
|
0.6
|
|
|
0.7
|
|
||
Warranty expirations
|
(0.1
|
)
|
|
(0.1
|
)
|
||
Ending balance
|
$
|
7.7
|
|
|
$
|
7.1
|
|
|
|
|
|
|
Included in accompanying balance sheet
at March 31, 2020 |
|||||||||||||
|
Notional Amount
|
|
Interest Rate (1)
|
|
Asset/(Liability)
|
|
AOCL – loss/(income)
|
|
Noncontrolling Interest
|
|||||||||
|
(in millions, except %)
|
|||||||||||||||||
Expired hedges:
|
|
|
|
|
|
|
|
|
|
|||||||||
2018 secured railcar equipment notes
|
$
|
249.3
|
|
|
4.41
|
%
|
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
TRIP Holdings warehouse loan
|
$
|
788.5
|
|
|
3.60
|
%
|
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
2.7
|
|
TRIP Master Funding secured railcar equipment notes
|
$
|
34.8
|
|
|
2.62
|
%
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
2017 promissory notes - interest rate cap
|
$
|
169.3
|
|
|
3.00
|
%
|
|
$
|
—
|
|
|
$
|
(0.6
|
)
|
|
$
|
—
|
|
Open hedge:
|
|
|
|
|
|
|
|
|
|
|||||||||
2017 promissory notes - interest rate swap
|
$
|
563.6
|
|
|
2.68
|
%
|
|
$
|
(51.5
|
)
|
|
$
|
51.1
|
|
|
$
|
—
|
|
|
Effect on interest expense-increase/(decrease)
|
||||||||||
|
Three Months Ended
March 31, |
|
Expected effect during next twelve months(1)
|
||||||||
|
2020
|
|
2019
|
|
|||||||
|
(in millions)
|
||||||||||
Expired hedges:
|
|
|
|
|
|
||||||
2006 secured railcar equipment notes (2)
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
2018 secured railcar equipment notes
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
TRIP Holdings warehouse loan
|
$
|
0.5
|
|
|
$
|
0.5
|
|
|
$
|
2.0
|
|
TRIP Master Funding secured railcar equipment notes
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
2017 promissory notes - interest rate cap
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
Open hedge:
|
|
|
|
|
|
||||||
2017 promissory notes - interest rate swap
|
$
|
1.7
|
|
|
$
|
0.6
|
|
|
$
|
6.8
|
|
|
|
|
Included in accompanying balance sheet at March 31, 2020
|
|
Effect on cost of revenues –increase/(decrease)
|
||||||||||||||
|
Notional
Amount
|
|
Asset/(Liability)
|
|
AOCL –
loss/(income)
|
|
Three Months Ended
March 31, 2020 |
|
Expected effect during next twelve months(1)
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Foreign currency hedge
|
$
|
35.0
|
|
|
$
|
(6.7
|
)
|
|
$
|
7.6
|
|
|
$
|
(0.8
|
)
|
|
$
|
7.6
|
|
|
Level 1
|
||||||
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
(in millions)
|
||||||
Assets:
|
|
|
|
||||
Cash equivalents
|
$
|
104.4
|
|
|
$
|
57.9
|
|
Restricted cash
|
96.3
|
|
|
111.4
|
|
||
Total assets
|
$
|
200.7
|
|
|
$
|
169.3
|
|
|
Level 2
|
||||||
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
(in millions)
|
||||||
Assets:
|
|
|
|
||||
Foreign currency hedge (1)
|
$
|
—
|
|
|
$
|
1.2
|
|
Total assets
|
$
|
—
|
|
|
$
|
1.2
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Interest rate hedge (2)
|
$
|
51.5
|
|
|
$
|
28.0
|
|
Foreign currency hedge (2)
|
6.7
|
|
|
—
|
|
||
Total liabilities
|
$
|
58.2
|
|
|
$
|
28.0
|
|
|
Three Months Ended March 31, 2020
|
||||||||||||||||||||||||||
|
Railcar Leasing and Management Services Group
|
|
Rail Products Group
|
|
All Other
|
|
Corporate
|
|
Eliminations — Lease Subsidiary
|
|
Eliminations — Other
|
|
Consolidated Total
|
||||||||||||||
External Revenue
|
$
|
236.1
|
|
|
$
|
317.2
|
|
|
$
|
61.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
615.2
|
|
Intersegment Revenue
|
0.2
|
|
|
192.2
|
|
|
1.5
|
|
|
—
|
|
|
(190.4
|
)
|
|
(3.5
|
)
|
|
—
|
|
|||||||
Total Revenues
|
$
|
236.3
|
|
|
$
|
509.4
|
|
|
$
|
63.4
|
|
|
$
|
—
|
|
|
$
|
(190.4
|
)
|
|
$
|
(3.5
|
)
|
|
$
|
615.2
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||||||||||
|
Railcar Leasing and Management Services Group
|
|
Rail Products Group
|
|
All Other
|
|
Corporate
|
|
Eliminations — Lease Subsidiary
|
|
Eliminations — Other
|
|
Consolidated Total
|
||||||||||||||
External Revenue
|
$
|
200.2
|
|
|
$
|
345.6
|
|
|
$
|
59.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
604.8
|
|
Intersegment Revenue
|
0.2
|
|
|
282.3
|
|
|
3.1
|
|
|
—
|
|
|
(270.1
|
)
|
|
(15.5
|
)
|
|
—
|
|
|||||||
Total Revenues
|
$
|
200.4
|
|
|
$
|
627.9
|
|
|
$
|
62.1
|
|
|
$
|
—
|
|
|
$
|
(270.1
|
)
|
|
$
|
(15.5
|
)
|
|
$
|
604.8
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(in millions)
|
||||||
Operating profit:
|
|
|
|
||||
Railcar Leasing and Management Services Group
|
$
|
92.9
|
|
|
$
|
85.8
|
|
Rail Products Group
|
25.1
|
|
|
47.1
|
|
||
All Other
|
9.3
|
|
|
10.1
|
|
||
Segment Totals before Eliminations, Corporate Expenses, and Restructuring activities
|
127.3
|
|
|
143.0
|
|
||
Corporate
|
(28.1
|
)
|
|
(23.6
|
)
|
||
Restructuring activities, net
|
(5.5
|
)
|
|
—
|
|
||
Eliminations – Lease Subsidiary
|
(19.9
|
)
|
|
(27.2
|
)
|
||
Eliminations – Other
|
(0.8
|
)
|
|
(0.4
|
)
|
||
Consolidated operating profit
|
$
|
73.0
|
|
|
$
|
91.8
|
|
Other (income) expense
|
58.1
|
|
|
51.7
|
|
||
Provision (benefit) for income taxes
|
(147.6
|
)
|
|
8.9
|
|
||
Loss from discontinued operations, net of income taxes
|
(0.2
|
)
|
|
(1.1
|
)
|
||
Net income
|
$
|
162.3
|
|
|
$
|
30.1
|
|
|
March 31, 2020
|
||||||||||||||||||
|
Wholly-
Owned Subsidiaries |
|
Partially-Owned Subsidiaries
|
|
Total Leasing Group
|
|
Eliminations — Lease Subsidiary(1)
|
|
Adjusted Total Leasing Group
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
7.3
|
|
|
$
|
—
|
|
|
$
|
7.3
|
|
|
$
|
—
|
|
|
$
|
7.3
|
|
Accounts receivable
|
75.7
|
|
|
9.3
|
|
|
85.0
|
|
|
—
|
|
|
85.0
|
|
|||||
Property, plant, and equipment, net
|
5,837.5
|
|
|
1,776.6
|
|
|
7,614.1
|
|
|
(899.7
|
)
|
|
6,714.4
|
|
|||||
Restricted cash
|
69.0
|
|
|
27.3
|
|
|
96.3
|
|
|
—
|
|
|
96.3
|
|
|||||
Other assets
|
53.4
|
|
|
1.3
|
|
|
54.7
|
|
|
—
|
|
|
54.7
|
|
|||||
Total assets
|
$
|
6,042.9
|
|
|
$
|
1,814.5
|
|
|
$
|
7,857.4
|
|
|
$
|
(899.7
|
)
|
|
$
|
6,957.7
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
$
|
85.6
|
|
|
$
|
42.4
|
|
|
$
|
128.0
|
|
|
$
|
—
|
|
|
$
|
128.0
|
|
Debt, net
|
3,078.8
|
|
|
1,263.5
|
|
|
4,342.3
|
|
|
—
|
|
|
4,342.3
|
|
|||||
Deferred income taxes
|
912.4
|
|
|
1.1
|
|
|
913.5
|
|
|
(202.9
|
)
|
|
710.6
|
|
|||||
Other liabilities
|
82.7
|
|
|
—
|
|
|
82.7
|
|
|
—
|
|
|
82.7
|
|
|||||
Total liabilities
|
4,159.5
|
|
|
1,307.0
|
|
|
5,466.5
|
|
|
(202.9
|
)
|
|
5,263.6
|
|
|||||
Noncontrolling interest
|
—
|
|
|
349.7
|
|
|
349.7
|
|
|
—
|
|
|
349.7
|
|
|||||
Total Equity
|
$
|
1,883.4
|
|
|
$
|
157.8
|
|
|
$
|
2,041.2
|
|
|
$
|
(696.8
|
)
|
|
$
|
1,344.4
|
|
|
December 31, 2019
|
||||||||||||||||||
|
Wholly-
Owned Subsidiaries |
|
Partially-Owned Subsidiaries
|
|
Total Leasing Group
|
|
Eliminations — Lease Subsidiary(1)
|
|
Adjusted Total Leasing Group
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
1.8
|
|
|
$
|
—
|
|
|
$
|
1.8
|
|
|
$
|
—
|
|
|
$
|
1.8
|
|
Accounts receivable
|
73.9
|
|
|
8.7
|
|
|
82.6
|
|
|
—
|
|
|
82.6
|
|
|||||
Property, plant, and equipment, net
|
5,818.9
|
|
|
1,786.7
|
|
|
7,605.6
|
|
|
(903.8
|
)
|
|
6,701.8
|
|
|||||
Restricted cash
|
78.4
|
|
|
33.0
|
|
|
111.4
|
|
|
—
|
|
|
111.4
|
|
|||||
Other assets
|
209.8
|
|
|
1.4
|
|
|
211.2
|
|
|
—
|
|
|
211.2
|
|
|||||
Total assets
|
$
|
6,182.8
|
|
|
$
|
1,829.8
|
|
|
$
|
8,012.6
|
|
|
$
|
(903.8
|
)
|
|
$
|
7,108.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
$
|
72.7
|
|
|
$
|
44.6
|
|
|
$
|
117.3
|
|
|
$
|
—
|
|
|
$
|
117.3
|
|
Debt, net
|
3,080.7
|
|
|
1,278.4
|
|
|
4,359.1
|
|
|
—
|
|
|
4,359.1
|
|
|||||
Deferred income taxes
|
861.7
|
|
|
1.1
|
|
|
862.8
|
|
|
(184.8
|
)
|
|
678.0
|
|
|||||
Other liabilities
|
60.7
|
|
|
—
|
|
|
60.7
|
|
|
—
|
|
|
60.7
|
|
|||||
Total liabilities
|
4,075.8
|
|
|
1,324.1
|
|
|
5,399.9
|
|
|
(184.8
|
)
|
|
5,215.1
|
|
|||||
Noncontrolling interest
|
—
|
|
|
348.8
|
|
|
348.8
|
|
|
—
|
|
|
348.8
|
|
|||||
Total Equity
|
$
|
2,107.0
|
|
|
$
|
156.9
|
|
|
$
|
2,263.9
|
|
|
$
|
(719.0
|
)
|
|
$
|
1,544.9
|
|
|
Three Months Ended March 31,
|
|||||||||
|
2020
|
|
2019
|
|
Percent
|
|||||
|
($ in millions)
|
|
Change
|
|||||||
Revenues:
|
|
|
|
|
|
|||||
Leasing and management
|
$
|
192.0
|
|
|
$
|
187.1
|
|
|
2.6
|
%
|
Sales of railcars owned one year or less at the time of sale
|
44.3
|
|
|
13.3
|
|
|
233.1
|
%
|
||
Total revenues
|
$
|
236.3
|
|
|
$
|
200.4
|
|
|
17.9
|
%
|
|
|
|
|
|
|
|
||||
Operating profit(1):
|
|
|
|
|
|
|
||||
Leasing and management
|
$
|
82.5
|
|
|
$
|
77.1
|
|
|
7.0
|
%
|
Railcar sales:
|
|
|
|
|
|
|
||||
Railcars owned one year or less at the time of sale
|
1.7
|
|
|
0.8
|
|
|
112.5
|
%
|
||
Railcars owned more than one year at the time of sale
|
8.7
|
|
|
7.9
|
|
|
10.1
|
%
|
||
Total operating profit
|
$
|
92.9
|
|
|
$
|
85.8
|
|
|
8.3
|
%
|
Total operating profit margin
|
39.3
|
%
|
|
42.8
|
%
|
|
|
|
||
|
|
|
|
|
|
|
||||
Leasing and management operating profit margin
|
43.0
|
%
|
|
41.2
|
%
|
|
|
|
||
|
|
|
|
|
|
|
||||
Selected expense information:
|
|
|
|
|
|
|
||||
Depreciation (2)
|
$
|
53.6
|
|
|
$
|
54.4
|
|
|
(1.5
|
)%
|
Maintenance and compliance
|
$
|
25.9
|
|
|
$
|
27.8
|
|
|
(6.8
|
)%
|
Rent
|
$
|
3.0
|
|
|
$
|
5.5
|
|
|
(45.5
|
)%
|
Selling, engineering, and administrative expenses
|
$
|
14.3
|
|
|
$
|
12.8
|
|
|
11.7
|
%
|
Interest
|
$
|
55.1
|
|
|
$
|
46.0
|
|
|
19.8
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(in millions)
|
||||||
Sales of leased railcars:
|
|
|
|
||||
Railcars owned one year or less at the time of sale
|
$
|
44.3
|
|
|
$
|
13.3
|
|
Railcars owned more than one year at the time of sale
|
68.5
|
|
|
29.4
|
|
||
|
$
|
112.8
|
|
|
$
|
42.7
|
|
|
|
|
|
||||
Operating profit on sales of leased railcars:
|
|
|
|
||||
Railcars owned one year or less at the time of sale
|
$
|
1.7
|
|
|
$
|
0.8
|
|
Railcars owned more than one year at the time of sale
|
8.7
|
|
|
7.9
|
|
||
|
$
|
10.4
|
|
|
$
|
8.7
|
|
|
|
|
|
||||
Operating profit margin on sales of leased railcars:
|
|
|
|
||||
Railcars owned one year or less at the time of sale
|
3.8
|
%
|
|
6.0
|
%
|
||
Railcars owned more than one year at the time of sale
|
12.7
|
%
|
|
26.9
|
%
|
||
Weighted average operating profit margin on sales of leased railcars
|
9.2
|
%
|
|
20.4
|
%
|
|
Remaining nine months of 2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Future contractual minimum rental revenues
|
$
|
440.7
|
|
|
$
|
475.9
|
|
|
$
|
371.7
|
|
|
$
|
266.6
|
|
|
$
|
183.2
|
|
|
$
|
330.5
|
|
|
$
|
2,068.6
|
|
|
Remaining nine months of 2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Future operating lease obligations
|
$
|
7.5
|
|
|
$
|
8.2
|
|
|
$
|
7.5
|
|
|
$
|
5.5
|
|
|
$
|
2.3
|
|
|
$
|
0.9
|
|
|
$
|
31.9
|
|
Future contractual minimum rental revenues
|
$
|
5.8
|
|
|
$
|
6.2
|
|
|
$
|
4.6
|
|
|
$
|
2.2
|
|
|
$
|
0.5
|
|
|
$
|
0.3
|
|
|
$
|
19.6
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
(in millions)
|
||||||
Manufacturing/Corporate:
|
|
|
|
||||
Land
|
$
|
28.6
|
|
|
$
|
28.4
|
|
Buildings and improvements
|
400.9
|
|
|
402.2
|
|
||
Machinery and other
|
544.7
|
|
|
546.7
|
|
||
Construction in progress
|
71.3
|
|
|
63.1
|
|
||
|
1,045.5
|
|
|
1,040.4
|
|
||
Less accumulated depreciation
|
(641.2
|
)
|
|
(631.6
|
)
|
||
|
404.3
|
|
|
408.8
|
|
||
Leasing:
|
|
|
|
||||
Wholly-owned subsidiaries:
|
|
|
|
||||
Machinery and other
|
13.7
|
|
|
13.7
|
|
||
Equipment on lease
|
7,000.0
|
|
|
6,944.2
|
|
||
|
7,013.7
|
|
|
6,957.9
|
|
||
Less accumulated depreciation
|
(1,176.2
|
)
|
|
(1,139.0
|
)
|
||
|
5,837.5
|
|
|
5,818.9
|
|
||
Partially-owned subsidiaries:
|
|
|
|
||||
Equipment on lease
|
2,415.0
|
|
|
2,410.0
|
|
||
Less accumulated depreciation
|
(638.4
|
)
|
|
(623.3
|
)
|
||
|
1,776.6
|
|
|
1,786.7
|
|
||
|
|
|
|
||||
Deferred profit on railcars sold to the Leasing Group
|
(1,138.5
|
)
|
|
(1,135.8
|
)
|
||
Less accumulated amortization
|
238.8
|
|
|
232.0
|
|
||
|
(899.7
|
)
|
|
(903.8
|
)
|
||
|
$
|
7,118.7
|
|
|
$
|
7,110.6
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
|
(in millions)
|
||||||||||||||
Corporate – Recourse:
|
|
|
|
|
|
|
|
||||||||
Revolving credit facility
|
$
|
130.0
|
|
|
$
|
130.0
|
|
|
$
|
125.0
|
|
|
$
|
125.0
|
|
Senior notes, net of unamortized discount of $0.2 and $0.2
|
399.8
|
|
|
343.0
|
|
|
399.8
|
|
|
411.7
|
|
||||
|
529.8
|
|
|
473.0
|
|
|
524.8
|
|
|
536.7
|
|
||||
Less: unamortized debt issuance costs
|
(1.9
|
)
|
|
|
|
(2.0
|
)
|
|
|
||||||
Total recourse debt
|
527.9
|
|
|
|
|
522.8
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
Leasing – Non-recourse:
|
|
|
|
|
|
|
|
||||||||
Wholly-owned subsidiaries:
|
|
|
|
|
|
|
|
||||||||
2006 secured railcar equipment notes
|
—
|
|
|
—
|
|
|
109.3
|
|
|
114.0
|
|
||||
2009 secured railcar equipment notes
|
146.2
|
|
|
174.7
|
|
|
147.8
|
|
|
168.7
|
|
||||
2010 secured railcar equipment notes
|
246.2
|
|
|
233.9
|
|
|
248.5
|
|
|
264.3
|
|
||||
2017 promissory notes
|
618.8
|
|
|
618.8
|
|
|
627.1
|
|
|
627.1
|
|
||||
2018 secured railcar equipment notes, net of unamortized discount of $0.2 and $0.2
|
447.2
|
|
|
483.1
|
|
|
452.1
|
|
|
466.2
|
|
||||
TRIHC 2018 secured railcar equipment notes, net of unamortized discount of $1.1 and $1.4
|
262.6
|
|
|
261.3
|
|
|
265.4
|
|
|
270.9
|
|
||||
2019 secured railcar equipment notes, net of unamortized discount of $0.4 and $0.4
|
892.0
|
|
|
854.8
|
|
|
901.0
|
|
|
904.9
|
|
||||
TILC warehouse facility
|
488.0
|
|
|
488.0
|
|
|
353.4
|
|
|
353.4
|
|
||||
|
3,101.0
|
|
|
3,114.6
|
|
|
3,104.6
|
|
|
3,169.5
|
|
||||
Less: unamortized debt issuance costs
|
(22.2
|
)
|
|
|
|
(23.9
|
)
|
|
|
||||||
|
3,078.8
|
|
|
|
|
3,080.7
|
|
|
|
||||||
Partially-owned subsidiaries:
|
|
|
|
|
|
|
|
||||||||
TRL 2012 secured railcar equipment notes
|
364.0
|
|
|
362.0
|
|
|
371.4
|
|
|
374.4
|
|
||||
TRIP Master Funding secured railcar equipment notes
|
909.9
|
|
|
884.9
|
|
|
917.9
|
|
|
984.0
|
|
||||
|
1,273.9
|
|
|
1,246.9
|
|
|
1,289.3
|
|
|
1,358.4
|
|
||||
Less: unamortized debt issuance costs
|
(10.4
|
)
|
|
|
|
(10.9
|
)
|
|
|
||||||
|
1,263.5
|
|
|
|
|
1,278.4
|
|
|
|
||||||
Total non–recourse debt
|
4,342.3
|
|
|
|
|
4,359.1
|
|
|
|
||||||
Total debt
|
$
|
4,870.2
|
|
|
$
|
4,834.5
|
|
|
$
|
4,881.9
|
|
|
$
|
5,064.6
|
|
|
Remaining nine months of 2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Recourse:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Corporate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
130.0
|
|
|
$
|
400.0
|
|
|
$
|
—
|
|
|
$
|
530.0
|
|
Non-recourse – leasing (Note 5):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
2009 secured railcar equipment notes
|
5.0
|
|
|
13.4
|
|
|
14.0
|
|
|
11.7
|
|
|
14.5
|
|
|
87.6
|
|
|
146.2
|
|
|||||||
2010 secured railcar equipment notes
|
12.2
|
|
|
20.0
|
|
|
20.9
|
|
|
22.4
|
|
|
18.5
|
|
|
152.2
|
|
|
246.2
|
|
|||||||
2017 promissory notes
|
24.9
|
|
|
33.1
|
|
|
33.1
|
|
|
33.2
|
|
|
33.2
|
|
|
461.3
|
|
|
618.8
|
|
|||||||
2018 secured railcar equipment notes
|
15.0
|
|
|
20.0
|
|
|
20.0
|
|
|
20.0
|
|
|
20.0
|
|
|
352.4
|
|
|
447.4
|
|
|||||||
TRIHC 2018 secured railcar equipment notes
|
7.5
|
|
|
11.8
|
|
|
9.3
|
|
|
11.7
|
|
|
14.7
|
|
|
208.7
|
|
|
263.7
|
|
|||||||
2019 secured railcar equipment notes
|
27.2
|
|
|
38.0
|
|
|
37.0
|
|
|
35.1
|
|
|
36.8
|
|
|
718.3
|
|
|
892.4
|
|
|||||||
TILC warehouse facility
|
11.4
|
|
|
15.2
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29.2
|
|
|||||||
Facility termination payments – TILC warehouse facility
|
—
|
|
|
—
|
|
|
458.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
458.8
|
|
|||||||
TRL 2012 secured railcar equipment notes
|
14.5
|
|
|
19.9
|
|
|
19.6
|
|
|
22.5
|
|
|
28.9
|
|
|
258.6
|
|
|
364.0
|
|
|||||||
TRIP Master Funding secured railcar equipment notes
|
25.0
|
|
|
40.4
|
|
|
41.8
|
|
|
37.0
|
|
|
191.6
|
|
|
574.1
|
|
|
909.9
|
|
|||||||
Total principal payments
|
$
|
142.7
|
|
|
$
|
211.8
|
|
|
$
|
657.1
|
|
|
$
|
323.6
|
|
|
$
|
758.2
|
|
|
$
|
2,813.2
|
|
|
$
|
4,906.6
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
|
(in millions)
|
||||||
Expense Components
|
|
|
|
||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
Interest
|
3.7
|
|
|
4.9
|
|
||
Expected return on plan assets
|
(5.2
|
)
|
|
(5.7
|
)
|
||
Amortization of actuarial loss
|
1.5
|
|
|
1.1
|
|
||
Amortization of prior service cost
|
0.3
|
|
|
—
|
|
||
Net periodic benefit cost
|
0.3
|
|
|
0.3
|
|
||
Profit sharing
|
2.7
|
|
|
2.2
|
|
||
Net expense
|
$
|
3.0
|
|
|
$
|
2.5
|
|
|
Accrued charges as of
December 31, 2019
|
|
Charges and adjustments
|
|
Payments
|
|
Accrued charges as of
March 31, 2020
|
||||||||
|
(in millions)
|
||||||||||||||
Cash charges:
|
|
|
|
|
|
|
|
||||||||
Employee severance costs
|
$
|
3.4
|
|
|
$
|
4.1
|
|
|
$
|
(6.5
|
)
|
|
$
|
1.0
|
|
|
$
|
3.4
|
|
|
$
|
4.1
|
|
|
$
|
(6.5
|
)
|
|
$
|
1.0
|
|
Asset impairment charges:
|
|
|
|
|
|
|
|
||||||||
Write-down of assets
|
|
|
$
|
5.2
|
|
|
|
|
|
||||||
Gain on disposition of assets
|
|
|
(3.8
|
)
|
|
|
|
|
|||||||
|
|
|
$
|
1.4
|
|
|
|
|
|
||||||
Total restructuring activities
|
|
|
$
|
5.5
|
|
|
|
|
|
|
Three Months Ended March 31, 2020
|
||||||||||||||
|
Employee Severance Costs
|
|
Gain on Disposition of Assets
|
|
Write-down of Assets
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Railcar Leasing and Management Services Group
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Rail Products Group
|
2.6
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
||||
All Other
|
0.1
|
|
|
(3.8
|
)
|
|
—
|
|
|
(3.7
|
)
|
||||
Corporate
|
1.4
|
|
|
—
|
|
|
5.2
|
|
|
6.6
|
|
||||
Total restructuring activities
|
$
|
4.1
|
|
|
$
|
(3.8
|
)
|
|
$
|
5.2
|
|
|
$
|
5.5
|
|
|
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, 2019
|
$
|
(1.3
|
)
|
|
$
|
(17.9
|
)
|
|
$
|
(133.9
|
)
|
|
$
|
(153.1
|
)
|
Other comprehensive loss, net of tax, before reclassifications
|
—
|
|
|
(25.6
|
)
|
|
—
|
|
|
(25.6
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss, net of tax benefit of $-, $0.5, $0.4, and $0.9
|
—
|
|
|
1.0
|
|
|
1.4
|
|
|
2.4
|
|
||||
Less: noncontrolling interest
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
||||
Other comprehensive income (loss)
|
—
|
|
|
(24.9
|
)
|
|
1.4
|
|
|
(23.5
|
)
|
||||
Balances at March 31, 2020
|
$
|
(1.3
|
)
|
|
$
|
(42.8
|
)
|
|
$
|
(132.5
|
)
|
|
$
|
(176.6
|
)
|
|
Shares Repurchased
|
|
Remaining Authorization to Repurchase
|
|||||||
Period
|
Number of shares
|
|
Cost
(in millions)
|
|
Cost
(in millions)
|
|||||
March 7, 2019 Authorization
|
|
|
|
|
$
|
350.0
|
|
|||
March 7, 2019 through March 31, 2019
|
866,715
|
|
|
$
|
19.0
|
|
|
$
|
331.0
|
|
April 1, 2019 through June 30, 2019
|
2,133,116
|
|
|
44.0
|
|
|
$
|
287.0
|
|
|
July 1, 2019 through September 30, 2019
|
5,171,489
|
|
|
100.9
|
|
|
$
|
186.1
|
|
|
October 1, 2019 through December 31, 2019
|
2,933,474
|
|
|
60.8
|
|
|
$
|
125.3
|
|
|
January 1, 2020 through March 31, 2020
|
1,850,000
|
|
|
35.4
|
|
|
$
|
89.9
|
|
|
Total
|
12,954,794
|
|
|
$
|
260.1
|
|
|
|
|
Number of Shares Granted
|
|
Weighted Average Grant-Date Fair Value per Award
|
|||
Stock options
|
300,000
|
|
|
$
|
5.26
|
|
Restricted stock units
|
119,012
|
|
|
$
|
21.26
|
|
|
Three Months Ended March 31, 2020
|
||
Exercise price
|
$
|
21.61
|
|
Risk-free interest rate
|
1.48
|
%
|
|
Expected life (in years)
|
6.50
|
|
|
Equity volatility
|
35.0
|
%
|
|
Dividend yield
|
3.42
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(in millions, except per share amounts)
|
||||||
Income from continuing operations
|
$
|
162.5
|
|
|
$
|
31.2
|
|
Less: Net (income) loss attributable to noncontrolling interest
|
(0.6
|
)
|
|
0.5
|
|
||
Unvested restricted share participation — continuing operations
|
(1.9
|
)
|
|
(0.5
|
)
|
||
Net income from continuing operations attributable to Trinity Industries, Inc.
|
160.0
|
|
|
31.2
|
|
||
Net loss from discontinued operations, net of income taxes
|
(0.2
|
)
|
|
(1.1
|
)
|
||
Unvested restricted share participation — discontinued operations
|
—
|
|
|
—
|
|
||
Net loss from discontinued operations attributable to Trinity Industries, Inc.
|
(0.2
|
)
|
|
(1.1
|
)
|
||
Net income attributable to Trinity Industries, Inc., including the effect of unvested restricted share participation
|
$
|
159.8
|
|
|
$
|
30.1
|
|
|
|
|
|
||||
Basic weighted average shares outstanding
|
118.0
|
|
|
130.4
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Nonparticipating unvested RSUs and RSAs
|
1.9
|
|
|
1.8
|
|
||
Diluted weighted average shares outstanding
|
119.9
|
|
|
132.2
|
|
||
|
|
|
|
||||
Basic earnings per common share:
|
|
|
|
||||
Income from continuing operations
|
$
|
1.36
|
|
|
$
|
0.24
|
|
Income (loss) from discontinued operations
|
—
|
|
|
(0.01
|
)
|
||
Basic net income attributable to Trinity Industries, Inc.
|
$
|
1.36
|
|
|
$
|
0.23
|
|
Diluted earnings per common share:
|
|
|
|
||||
Income from continuing operations
|
$
|
1.33
|
|
|
$
|
0.24
|
|
Income (loss) from discontinued operations
|
—
|
|
|
(0.01
|
)
|
||
Diluted net income attributable to Trinity Industries, Inc.
|
$
|
1.33
|
|
|
$
|
0.23
|
|
Condensed Consolidating Balance Sheet
|
|
|
|
|
|
|
|
|
|
||||||||||
March 31, 2020
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent
|
|
Combined
Guarantor Subsidiaries |
|
Combined
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
199.7
|
|
|
$
|
5.6
|
|
|
$
|
27.3
|
|
|
$
|
(19.4
|
)
|
|
$
|
213.2
|
|
Receivables, net of allowance
|
0.7
|
|
|
211.2
|
|
|
85.9
|
|
|
—
|
|
|
297.8
|
|
|||||
Income tax receivable
|
389.0
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
389.1
|
|
|||||
Inventory
|
—
|
|
|
405.2
|
|
|
36.8
|
|
|
—
|
|
|
442.0
|
|
|||||
Property, plant, and equipment, net
|
31.3
|
|
|
1,459.4
|
|
|
6,433.2
|
|
|
(805.2
|
)
|
|
7,118.7
|
|
|||||
Investments in and advances to subsidiaries
|
4,611.6
|
|
|
3,202.2
|
|
|
318.3
|
|
|
(8,132.1
|
)
|
|
—
|
|
|||||
Restricted cash
|
—
|
|
|
—
|
|
|
76.9
|
|
|
19.4
|
|
|
96.3
|
|
|||||
Goodwill and other assets
|
148.6
|
|
|
230.2
|
|
|
68.3
|
|
|
(1.3
|
)
|
|
445.8
|
|
|||||
|
$
|
5,380.9
|
|
|
$
|
5,513.8
|
|
|
$
|
7,046.8
|
|
|
$
|
(8,938.6
|
)
|
|
$
|
9,002.9
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
13.3
|
|
|
$
|
116.7
|
|
|
$
|
78.6
|
|
|
$
|
(0.1
|
)
|
|
$
|
208.5
|
|
Accrued liabilities
|
160.5
|
|
|
29.6
|
|
|
159.6
|
|
|
(1.2
|
)
|
|
348.5
|
|
|||||
Debt
|
527.9
|
|
|
—
|
|
|
4,342.3
|
|
|
—
|
|
|
4,870.2
|
|
|||||
Deferred income taxes
|
126.7
|
|
|
898.0
|
|
|
(8.7
|
)
|
|
0.1
|
|
|
1,016.1
|
|
|||||
Advances from subsidiaries
|
2,033.5
|
|
|
—
|
|
|
—
|
|
|
(2,033.5
|
)
|
|
—
|
|
|||||
Other liabilities
|
52.9
|
|
|
39.6
|
|
|
1.0
|
|
|
—
|
|
|
93.5
|
|
|||||
Total stockholders' equity
|
2,466.1
|
|
|
4,429.9
|
|
|
2,474.0
|
|
|
(6,903.9
|
)
|
|
2,466.1
|
|
|||||
|
$
|
5,380.9
|
|
|
$
|
5,513.8
|
|
|
$
|
7,046.8
|
|
|
$
|
(8,938.6
|
)
|
|
$
|
9,002.9
|
|
Condensed Consolidating Balance Sheet
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent
|
|
Combined
Guarantor Subsidiaries |
|
Combined
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
155.1
|
|
|
$
|
0.1
|
|
|
$
|
36.3
|
|
|
$
|
(25.3
|
)
|
|
$
|
166.2
|
|
Receivables, net of allowance
|
1.3
|
|
|
185.7
|
|
|
74.0
|
|
|
(0.9
|
)
|
|
260.1
|
|
|||||
Income tax receivable
|
14.6
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
14.7
|
|
|||||
Inventory
|
—
|
|
|
398.8
|
|
|
34.7
|
|
|
(0.1
|
)
|
|
433.4
|
|
|||||
Property, plant, and equipment, net
|
37.8
|
|
|
1,320.7
|
|
|
6,595.8
|
|
|
(843.7
|
)
|
|
7,110.6
|
|
|||||
Investments in and advances to subsidiaries
|
4,600.0
|
|
|
3,136.2
|
|
|
347.0
|
|
|
(8,083.2
|
)
|
|
—
|
|
|||||
Restricted cash
|
—
|
|
|
—
|
|
|
86.1
|
|
|
25.3
|
|
|
111.4
|
|
|||||
Goodwill and other assets
|
190.9
|
|
|
394.4
|
|
|
58.6
|
|
|
(38.9
|
)
|
|
605.0
|
|
|||||
|
$
|
4,999.7
|
|
|
$
|
5,435.9
|
|
|
$
|
7,232.6
|
|
|
$
|
(8,966.8
|
)
|
|
$
|
8,701.4
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
5.3
|
|
|
$
|
109.1
|
|
|
$
|
90.6
|
|
|
$
|
(1.1
|
)
|
|
$
|
203.9
|
|
Accrued liabilities
|
166.7
|
|
|
23.2
|
|
|
152.9
|
|
|
(0.7
|
)
|
|
342.1
|
|
|||||
Debt
|
522.8
|
|
|
—
|
|
|
4,359.1
|
|
|
—
|
|
|
4,881.9
|
|
|||||
Deferred income taxes
|
—
|
|
|
844.6
|
|
|
(8.2
|
)
|
|
(38.1
|
)
|
|
798.3
|
|
|||||
Advances from subsidiaries
|
1,871.8
|
|
|
—
|
|
|
—
|
|
|
(1,871.8
|
)
|
|
—
|
|
|||||
Other liabilities
|
54.2
|
|
|
40.9
|
|
|
1.2
|
|
|
—
|
|
|
96.3
|
|
|||||
Total stockholders' equity
|
2,378.9
|
|
|
4,418.1
|
|
|
2,637.0
|
|
|
(7,055.1
|
)
|
|
2,378.9
|
|
|||||
|
$
|
4,999.7
|
|
|
$
|
5,435.9
|
|
|
$
|
7,232.6
|
|
|
$
|
(8,966.8
|
)
|
|
$
|
8,701.4
|
|
Condensed Consolidating Statement of Cash Flows
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended March 31, 2020
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent
|
|
Combined
Guarantor Subsidiaries |
|
Combined
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
161.7
|
|
|
$
|
40.7
|
|
|
$
|
9.4
|
|
|
$
|
(49.5
|
)
|
|
$
|
162.3
|
|
Loss from discontinued operations
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||
Equity in earnings of subsidiaries, net of taxes
|
(54.9
|
)
|
|
(8.5
|
)
|
|
(4.8
|
)
|
|
68.2
|
|
|
—
|
|
|||||
Other
|
(199.6
|
)
|
|
210.7
|
|
|
5.1
|
|
|
(4.9
|
)
|
|
11.3
|
|
|||||
Net cash provided by (used in) operating activities – continuing operations
|
(92.6
|
)
|
|
242.9
|
|
|
9.7
|
|
|
13.8
|
|
|
173.8
|
|
|||||
Net cash used in operating activities – discontinued operations
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|||||
Net cash provided by (used in) operating activities
|
(92.8
|
)
|
|
242.9
|
|
|
9.7
|
|
|
13.8
|
|
|
173.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from railcar lease fleet sales owned more than one year
|
—
|
|
|
278.1
|
|
|
359.5
|
|
|
(569.1
|
)
|
|
68.5
|
|
|||||
Proceeds from dispositions of property and other assets
|
—
|
|
|
0.5
|
|
|
9.3
|
|
|
—
|
|
|
9.8
|
|
|||||
Capital expenditures – leasing
|
—
|
|
|
(442.2
|
)
|
|
(256.1
|
)
|
|
569.1
|
|
|
(129.2
|
)
|
|||||
Capital expenditures – manufacturing and other
|
(0.6
|
)
|
|
(7.2
|
)
|
|
(6.2
|
)
|
|
—
|
|
|
(14.0
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|||||
Net cash (used in) provided by investing activities
|
(0.6
|
)
|
|
(170.8
|
)
|
|
106.8
|
|
|
—
|
|
|
(64.6
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Payments to retire debt
|
(175.0
|
)
|
|
—
|
|
|
(296.4
|
)
|
|
—
|
|
|
(471.4
|
)
|
|||||
Proceeds from issuance of debt
|
180.0
|
|
|
—
|
|
|
272.4
|
|
|
—
|
|
|
452.4
|
|
|||||
Shares repurchased
|
(35.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35.4
|
)
|
|||||
Dividends paid to common shareholders
|
(22.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.7
|
)
|
|||||
Change in intercompany financing between entities
|
191.1
|
|
|
(66.6
|
)
|
|
(110.7
|
)
|
|
(13.8
|
)
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
138.0
|
|
|
(66.6
|
)
|
|
(134.7
|
)
|
|
(13.8
|
)
|
|
(77.1
|
)
|
|||||
Net decrease in cash, cash equivalents, and restricted cash
|
44.6
|
|
|
5.5
|
|
|
(18.2
|
)
|
|
—
|
|
|
31.9
|
|
|||||
Cash, cash equivalents, and restricted cash at beginning of period
|
155.1
|
|
|
0.1
|
|
|
122.4
|
|
|
—
|
|
|
277.6
|
|
|||||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
199.7
|
|
|
$
|
5.6
|
|
|
$
|
104.2
|
|
|
$
|
—
|
|
|
$
|
309.5
|
|
Condensed Consolidating Statement of Cash Flows
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent
|
|
Combined
Guarantor Subsidiaries |
|
Combined
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
30.6
|
|
|
$
|
42.7
|
|
|
$
|
20.7
|
|
|
$
|
(63.9
|
)
|
|
$
|
30.1
|
|
Loss from discontinued operations
|
0.9
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
1.1
|
|
|||||
Equity in earnings of subsidiaries, net of taxes
|
(54.2
|
)
|
|
(15.4
|
)
|
|
(5.0
|
)
|
|
74.6
|
|
|
—
|
|
|||||
Other
|
(23.3
|
)
|
|
(184.8
|
)
|
|
58.7
|
|
|
(6.6
|
)
|
|
(156.0
|
)
|
|||||
Net cash (used in) provided by operating activities – continuing operations
|
(46.0
|
)
|
|
(157.5
|
)
|
|
74.6
|
|
|
4.1
|
|
|
(124.8
|
)
|
|||||
Net cash used in operating activities – discontinued operations
|
(0.9
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(1.1
|
)
|
|||||
Net cash (used in) provided by operating activities
|
(46.9
|
)
|
|
(157.5
|
)
|
|
74.4
|
|
|
4.1
|
|
|
(125.9
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from railcar lease fleet sales owned more than one year
|
—
|
|
|
0.4
|
|
|
29.0
|
|
|
—
|
|
|
29.4
|
|
|||||
Proceeds from dispositions of property and other assets
|
—
|
|
|
—
|
|
|
7.3
|
|
|
—
|
|
|
7.3
|
|
|||||
Capital expenditures – leasing
|
—
|
|
|
(448.0
|
)
|
|
(17.0
|
)
|
|
—
|
|
|
(465.0
|
)
|
|||||
Capital expenditures – manufacturing and other
|
(0.6
|
)
|
|
(7.3
|
)
|
|
(3.6
|
)
|
|
—
|
|
|
(11.5
|
)
|
|||||
(Increase) decrease in investment in partially-owned subsidiaries
|
—
|
|
|
0.3
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
|||||
Net cash (used in) provided by investing activities
|
(0.6
|
)
|
|
(454.6
|
)
|
|
17.0
|
|
|
(0.3
|
)
|
|
(438.5
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Payments to retire debt
|
(150.0
|
)
|
|
—
|
|
|
(64.8
|
)
|
|
—
|
|
|
(214.8
|
)
|
|||||
Proceeds from issuance of debt
|
400.0
|
|
|
—
|
|
|
249.7
|
|
|
—
|
|
|
649.7
|
|
|||||
Shares repurchased
|
(25.0
|
)
|
|
—
|
|
|
10.0
|
|
|
—
|
|
|
(15.0
|
)
|
|||||
Dividends paid to common shareholders
|
(17.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.3
|
)
|
|||||
Purchase of shares to satisfy employee tax on vested stock
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||||
Distributions to controlling interest in partially-owned subsidiaries
|
—
|
|
|
—
|
|
|
0.3
|
|
|
(0.3
|
)
|
|
—
|
|
|||||
Change in intercompany financing between entities
|
(251.4
|
)
|
|
610.9
|
|
|
(356.0
|
)
|
|
(3.5
|
)
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
(44.2
|
)
|
|
610.9
|
|
|
(161.2
|
)
|
|
(3.8
|
)
|
|
401.7
|
|
|||||
Net decrease in cash, cash equivalents, and restricted cash
|
(91.7
|
)
|
|
(1.2
|
)
|
|
(69.8
|
)
|
|
—
|
|
|
(162.7
|
)
|
|||||
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
|
$
|
63.0
|
|
|
$
|
2.9
|
|
|
$
|
122.2
|
|
|
$
|
—
|
|
|
$
|
188.1
|
|
•
|
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 products are sold, used, or installed;
|
•
|
naturally-occurring events, pandemics, and/or 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 impact of the COVID-19 pandemic and the response thereto, on, among other things, demand for our products and services, our customers' ability to pay, disruptions to our supply chain, our liquidity and financial position, results of operations, stock price, payment of dividends, our ability to generate new railcar orders, our ability to originate and/or renew leases at favorable rates, our ability to convert backlog to revenue, and the operational status of our facilities;
|
•
|
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 public company focused on infrastructure-related products and services, or if such benefits are delayed; and
|
•
|
if the 2018 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 three months ended March 31, 2020 were $615.2 million representing an increase of 1.7%, compared to the three months ended March 31, 2019. Our operating profit for the three months ended March 31, 2020 was $73.0 million representing a decrease of 20.5%, compared to the three months ended March 31, 2019.
|
•
|
The Railcar Leasing and Management Services Group (the "Leasing Group") reported additions to the wholly-owned and partially-owned lease fleet of 2,810 railcars, for a total of 103,815 railcars as of March 31, 2020, an increase of 2.8% compared to March 31, 2019.
|
•
|
For the three months ended March 31, 2020, we made a net investment in our lease fleet of approximately $60.7 million, which primarily includes new railcar additions and railcar modifications, net of deferred profit, and secondary market purchases; and is net of proceeds from the sales of leased railcars owned more than one year at the time of sale.
|
•
|
The Leasing Group's lease fleet of 103,815 company-owned rail cars was 95.4% utilized as of March 31, 2020, in comparison to a lease fleet utilization of 98.4% on 101,005 company-owned railcars as of March 31, 2019. Our company-owned railcars include wholly-owned, partially-owned, and railcars under sale-leaseback arrangements.
|
•
|
The total value of the railcar backlog at March 31, 2020 was $1.6 billion, compared to $3.3 billion at March 31, 2019. The Rail Products Group received orders for 1,970 railcars and delivered 3,705 railcars in the three months ended March 31, 2020, in comparison to orders for 3,000 railcars and deliveries of 4,505 railcars in the three months ended March 31, 2019.
|
•
|
For the three months ended March 31, 2020, we generated operating cash flows and Free Cash Flow before Capital expenditures – leasing ("Free Cash Flow") of $173.8 million and $205.6 million(1), respectively, in comparison to $(124.8) million and $(124.2) million(1), respectively, for the three months ended March 31, 2019.
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(in millions)
|
||||||
Revenues
|
$
|
615.2
|
|
|
$
|
604.8
|
|
Cost of revenues
|
482.0
|
|
|
463.4
|
|
||
Selling, engineering, and administrative expenses
|
64.3
|
|
|
59.6
|
|
||
Gains on dispositions of property
|
9.6
|
|
|
10.0
|
|
||
Restructuring activities, net
|
5.5
|
|
|
—
|
|
||
Total operating profit
|
73.0
|
|
|
91.8
|
|
||
Interest expense, net
|
58.9
|
|
|
51.4
|
|
||
Other, net
|
(0.8
|
)
|
|
0.3
|
|
||
Income from continuing operations before income taxes
|
14.9
|
|
|
40.1
|
|
||
Provision (benefit) for income taxes
|
(147.6
|
)
|
|
8.9
|
|
||
Income from continuing operations
|
$
|
162.5
|
|
|
$
|
31.2
|
|
|
Three Months Ended March 31, 2020
|
|
|
|||||||||||
|
Revenues
|
|
Percent
|
|||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
Change
|
|||||||
|
(in millions)
|
|
||||||||||||
Railcar Leasing and Management Services Group
|
$
|
236.1
|
|
|
$
|
0.2
|
|
|
$
|
236.3
|
|
|
17.9
|
%
|
Rail Products Group
|
317.2
|
|
|
192.2
|
|
|
509.4
|
|
|
(18.9
|
)
|
|||
All Other
|
61.9
|
|
|
1.5
|
|
|
63.4
|
|
|
2.1
|
|
|||
Segment Totals before Eliminations
|
615.2
|
|
|
193.9
|
|
|
809.1
|
|
|
(9.1
|
)
|
|||
Eliminations – Lease Subsidiary
|
—
|
|
|
(190.4
|
)
|
|
(190.4
|
)
|
|
|
||||
Eliminations – Other
|
—
|
|
|
(3.5
|
)
|
|
(3.5
|
)
|
|
|
||||
Consolidated Total
|
$
|
615.2
|
|
|
$
|
—
|
|
|
$
|
615.2
|
|
|
1.7
|
|
|
|
|
|
|
|
|
|
|||||||
|
Three Months Ended March 31, 2019
|
|
|
|||||||||||
|
Revenues
|
|
|
|||||||||||
|
External
|
|
Intersegment
|
|
|
Total
|
|
|
||||||
|
(in millions)
|
|
|
|||||||||||
Railcar Leasing and Management Services Group
|
$
|
200.2
|
|
|
$
|
0.2
|
|
|
$
|
200.4
|
|
|
|
|
Rail Products Group
|
345.6
|
|
|
282.3
|
|
|
627.9
|
|
|
|
||||
All Other
|
59.0
|
|
|
3.1
|
|
|
62.1
|
|
|
|
||||
Segment Totals before Eliminations
|
604.8
|
|
|
285.6
|
|
|
890.4
|
|
|
|
||||
Eliminations – Lease Subsidiary
|
—
|
|
|
(270.1
|
)
|
|
(270.1
|
)
|
|
|
||||
Eliminations – Other
|
—
|
|
|
(15.5
|
)
|
|
(15.5
|
)
|
|
|
||||
Consolidated Total
|
$
|
604.8
|
|
|
$
|
—
|
|
|
$
|
604.8
|
|
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
|
(in millions)
|
||||||
Railcar Leasing and Management Services Group
|
$
|
143.4
|
|
|
$
|
114.6
|
|
Rail Products Group
|
484.3
|
|
|
580.8
|
|
||
All Other
|
54.1
|
|
|
52.0
|
|
||
Segment Totals before Eliminations, Corporate Expenses, and Restructuring activities
|
681.8
|
|
|
747.4
|
|
||
Corporate
|
28.1
|
|
|
23.6
|
|
||
Restructuring activities, net
|
5.5
|
|
|
—
|
|
||
Eliminations – Lease Subsidiary
|
(170.5
|
)
|
|
(242.9
|
)
|
||
Eliminations – Other
|
(2.7
|
)
|
|
(15.1
|
)
|
||
Consolidated Total
|
$
|
542.2
|
|
|
$
|
513.0
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
|
(in millions)
|
||||||
Railcar Leasing and Management Services Group
|
$
|
92.9
|
|
|
$
|
85.8
|
|
Rail Products Group
|
25.1
|
|
|
47.1
|
|
||
All Other
|
9.3
|
|
|
10.1
|
|
||
Segment Totals before Eliminations, Corporate Expenses, and Restructuring activities
|
127.3
|
|
|
143.0
|
|
||
Corporate
|
(28.1
|
)
|
|
(23.6
|
)
|
||
Restructuring activities, net
|
(5.5
|
)
|
|
—
|
|
||
Eliminations – Lease Subsidiary
|
(19.9
|
)
|
|
(27.2
|
)
|
||
Eliminations – Other
|
(0.8
|
)
|
|
(0.4
|
)
|
||
Consolidated Total
|
$
|
73.0
|
|
|
$
|
91.8
|
|
|
Three Months Ended March 31,
|
|||||||||
|
2020
|
|
2019
|
|
Percent
|
|||||
|
(in millions)
|
|
Change
|
|||||||
Revenues:
|
|
|
|
|
|
|||||
Leasing and management
|
$
|
192.0
|
|
|
$
|
187.1
|
|
|
2.6
|
%
|
Sales of railcars owned one year or less at the time of sale
|
44.3
|
|
|
13.3
|
|
|
233.1
|
%
|
||
Total revenues
|
$
|
236.3
|
|
|
$
|
200.4
|
|
|
17.9
|
%
|
|
|
|
|
|
|
|||||
Operating profit(1):
|
|
|
|
|
|
|||||
Leasing and management
|
$
|
82.5
|
|
|
$
|
77.1
|
|
|
7.0
|
%
|
Railcar sales:
|
|
|
|
|
|
|
||||
Railcars owned one year or less at the time of sale
|
1.7
|
|
|
0.8
|
|
|
112.5
|
%
|
||
Railcars owned more than one year at the time of sale
|
8.7
|
|
|
7.9
|
|
|
10.1
|
%
|
||
Total operating profit
|
$
|
92.9
|
|
|
$
|
85.8
|
|
|
8.3
|
%
|
Total operating profit margin
|
39.3
|
%
|
|
42.8
|
%
|
|
|
|||
|
|
|
|
|
|
|||||
Leasing and management operating profit margin
|
43.0
|
%
|
|
41.2
|
%
|
|
|
|||
|
|
|
|
|
|
|||||
Selected expense information:
|
|
|
|
|
|
|||||
Depreciation (2)
|
$
|
53.6
|
|
|
$
|
54.4
|
|
|
(1.5
|
)%
|
Maintenance and compliance
|
$
|
25.9
|
|
|
$
|
27.8
|
|
|
(6.8
|
)%
|
Rent
|
$
|
3.0
|
|
|
$
|
5.5
|
|
|
(45.5
|
)%
|
Selling, engineering, and administrative expenses
|
$
|
14.3
|
|
|
$
|
12.8
|
|
|
11.7
|
%
|
Interest
|
$
|
55.1
|
|
|
$
|
46.0
|
|
|
19.8
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(in millions)
|
||||||
Sales of leased railcars:
|
|
|
|
||||
Railcars owned one year or less at the time of sale
|
$
|
44.3
|
|
|
$
|
13.3
|
|
Railcars owned more than one year at the time of sale
|
68.5
|
|
|
29.4
|
|
||
|
$
|
112.8
|
|
|
$
|
42.7
|
|
|
|
|
|
||||
Operating profit on sales of leased railcars:
|
|
|
|
||||
Railcars owned one year or less at the time of sale
|
$
|
1.7
|
|
|
$
|
0.8
|
|
Railcars owned more than one year at the time of sale
|
8.7
|
|
|
7.9
|
|
||
|
$
|
10.4
|
|
|
$
|
8.7
|
|
|
|
|
|
||||
Operating profit margin on sales of leased railcars:
|
|
|
|
||||
Railcars owned one year or less at the time of sale
|
3.8
|
%
|
|
6.0
|
%
|
||
Railcars owned more than one year at the time of sale
|
12.7
|
%
|
|
26.9
|
%
|
||
Weighted average operating profit margin on sales of leased railcars
|
9.2
|
%
|
|
20.4
|
%
|
|
March 31, 2020
|
|
March 31, 2019
|
||
Number of railcars:
|
|
|
|
||
Wholly-owned (1)
|
79,245
|
|
|
76,365
|
|
Partially-owned
|
24,570
|
|
|
24,640
|
|
|
103,815
|
|
|
101,005
|
|
Managed (third-party owned)
|
25,840
|
|
|
21,725
|
|
|
129,655
|
|
|
122,730
|
|
Company-owned railcars (2):
|
|
|
|
||
Average age in years
|
9.8
|
|
|
9.1
|
|
Average remaining lease term in years
|
3.2
|
|
|
3.5
|
|
Fleet utilization
|
95.4
|
%
|
|
98.4
|
%
|
|
Three Months Ended March 31,
|
|||||||||
|
2020
|
|
2019
|
|
Percent
|
|||||
|
(in millions)
|
|
Change
|
|||||||
Revenues:
|
|
|
|
|
|
|||||
Rail Products
|
$
|
407.5
|
|
|
$
|
502.0
|
|
|
(18.8
|
)%
|
Maintenance services
|
81.1
|
|
|
85.3
|
|
|
(4.9
|
)%
|
||
Other
|
20.8
|
|
|
40.6
|
|
|
(48.8
|
)%
|
||
Total revenues
|
509.4
|
|
|
627.9
|
|
|
(18.9
|
)%
|
||
|
|
|
|
|
|
|||||
Operating costs:
|
|
|
|
|
|
|||||
Cost of revenues
|
472.5
|
|
|
567.0
|
|
|
(16.7
|
)%
|
||
Selling, engineering, and administrative expenses
|
11.8
|
|
|
13.8
|
|
|
(14.5
|
)%
|
||
Operating profit
|
$
|
25.1
|
|
|
$
|
47.1
|
|
|
(46.7
|
)%
|
Operating profit margin
|
4.9
|
%
|
|
7.5
|
%
|
|
|
|
March 31,
|
|||||||||
|
2020
|
|
2019
|
|
Percent
|
|||||
|
(in millions)
|
|
Change
|
|||||||
External Customers
|
$
|
976.1
|
|
|
$
|
2,038.9
|
|
|
|
|
Leasing Group
|
581.7
|
|
|
1,213.8
|
|
|
|
|||
Total (1)
|
$
|
1,557.8
|
|
|
$
|
3,252.7
|
|
|
(52.1
|
)%
|
|
Three Months Ended March 31,
|
|||||||||
|
2020
|
|
2019
|
|
Percent
|
|||||
|
|
|
|
|
Change
|
|||||
Beginning balance
|
15,085
|
|
|
30,875
|
|
|
|
|||
Orders received
|
1,970
|
|
|
3,000
|
|
|
|
|||
Deliveries
|
(3,705
|
)
|
|
(4,505
|
)
|
|
|
|||
Other adjustments (1)
|
(540
|
)
|
|
(3,050
|
)
|
|
|
|||
Ending balance
|
12,810
|
|
|
26,320
|
|
|
|
|||
Average selling price in ending backlog
|
$
|
121,608
|
|
|
$
|
123,583
|
|
|
(1.6
|
)%
|
|
Three Months Ended March 31,
|
|||||||||
|
2020
|
|
2019
|
|
Percent
|
|||||
|
(in millions)
|
|
Change
|
|||||||
Revenues:
|
|
|
|
|
|
|||||
Highway Products
|
$
|
63.4
|
|
|
$
|
61.6
|
|
|
2.9
|
%
|
Other
|
—
|
|
|
0.5
|
|
|
*
|
|||
Total revenues
|
63.4
|
|
|
62.1
|
|
|
2.1
|
%
|
||
|
|
|
|
|
|
|||||
Operating costs:
|
|
|
|
|
|
|||||
Cost of revenues
|
44.1
|
|
|
42.6
|
|
|
3.5
|
%
|
||
Selling, engineering, and administrative expenses
|
10.1
|
|
|
9.4
|
|
|
7.4
|
%
|
||
Gains on dispositions of property
|
(0.1
|
)
|
|
—
|
|
|
*
|
|||
Operating profit
|
$
|
9.3
|
|
|
$
|
10.1
|
|
|
(7.9
|
)%
|
Operating profit margin
|
14.7
|
%
|
|
16.3
|
%
|
|
|
|
Shares Repurchased
|
|
Remaining Authorization to Repurchase
|
|||||||
Period
|
Number of shares
|
|
Cost
(in millions)
|
|
Cost
(in millions)
|
|||||
March 7, 2019 Authorization
|
|
|
|
|
$
|
350.0
|
|
|||
March 7, 2019 through March 31, 2019
|
866,715
|
|
|
$
|
19.0
|
|
|
$
|
331.0
|
|
April 1, 2019 through June 30, 2019
|
2,133,116
|
|
|
44.0
|
|
|
$
|
287.0
|
|
|
July 1, 2019 through September 30, 2019
|
5,171,489
|
|
|
100.9
|
|
|
$
|
186.1
|
|
|
October 1, 2019 through December 31, 2019
|
2,933,474
|
|
|
60.8
|
|
|
$
|
125.3
|
|
|
January 1, 2020 through March 31, 2020
|
1,850,000
|
|
|
35.4
|
|
|
$
|
89.9
|
|
|
Total
|
12,954,794
|
|
|
$
|
260.1
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(in millions)
|
||||||
Net cash flows from continuing operations:
|
|
|
|
||||
Operating activities
|
$
|
173.8
|
|
|
$
|
(124.8
|
)
|
Investing activities
|
(64.6
|
)
|
|
(438.5
|
)
|
||
Financing activities
|
(77.1
|
)
|
|
401.7
|
|
||
Net cash flows from discontinued operations
|
(0.2
|
)
|
|
(1.1
|
)
|
||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
$
|
31.9
|
|
|
$
|
(162.7
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(in millions)
|
||||||
(Increase) decrease in receivables, inventories, and other assets
|
$
|
113.0
|
|
|
$
|
(182.8
|
)
|
(Increase) decrease in income tax receivable
|
(374.4
|
)
|
|
24.3
|
|
||
Decrease in accounts payable, accrued liabilities, and other liabilities
|
(29.2
|
)
|
|
(73.8
|
)
|
||
Changes in operating assets and liabilities
|
$
|
(290.6
|
)
|
|
$
|
(232.3
|
)
|
•
|
We made a net investment in the lease fleet of $60.7 million during the three months ended March 31, 2020, compared to $435.6 million in the prior year period. Our net investment in the lease fleet primarily includes new railcar additions and railcar modifications, net of deferred profit, and secondary market purchases; and is net of proceeds from the sales of leased railcars owned more than one year at the time of sale.
|
•
|
During the three months ended March 31, 2020, we had total repayments of $471.4 million and total borrowings of $452.4 million, for net repayments of $19.0 million, primarily from the early redemption of TRL V, partially offset by debt proceeds to support our investment in the lease fleet. During the three months ended March 31, 2019, we had total borrowings of $649.7 million and total repayments of $214.8 million, for net proceeds of $434.9 million, primarily related to the proceeds from the issuance of debt in support of our investment in the lease fleet.
|
•
|
We paid $22.7 million and $17.3 million in dividends to our common stockholders during the three months ended March 31, 2020 and 2019, respectively.
|
•
|
We repurchased common stock under our authorized share repurchase programs totaling $35.4 million and $15.0 million during the three months ended March 31, 2020 and 2019, respectively. The cash outlay for shares repurchased during three months ended March 31, 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 March 2019, totaling $4.0 million, were cash settled in April 2019 in accordance with normal settlement practices.
|
Ratio
|
|
Covenant
|
|
Actual at March 31, 2020
|
Maximum leverage (1)
|
|
No greater than 3.25 to 1.00
|
|
1.65
|
Minimum interest coverage (2)
|
|
No less than 2.25 to 1.00
|
|
9.83
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(in millions)
|
||||||
Net cash provided by (used in) operating activities – continuing operations
|
$
|
173.8
|
|
|
$
|
(124.8
|
)
|
Add:
|
|
|
|
||||
Proceeds from railcar lease fleet sales owned more than one year at the time of sale
|
68.5
|
|
|
29.4
|
|
||
Adjusted Net Cash Provided by Operating Activities
|
$
|
242.3
|
|
|
$
|
(95.4
|
)
|
Less:
|
|
|
|
||||
Capital expenditures – manufacturing and other
|
(14.0
|
)
|
|
(11.5
|
)
|
||
Dividends paid to common shareholders
|
(22.7
|
)
|
|
(17.3
|
)
|
||
Free Cash Flow (before Capital expenditures – leasing)
|
$
|
205.6
|
|
|
$
|
(124.2
|
)
|
•
|
Contractual obligations that relate to operating leases increased by approximately $77.9 million for the execution of a lease agreement for our new corporate headquarters; and
|
•
|
In March 2020, TRL V redeemed its 2006 Secured Railcar Equipment Notes due May 2036, of which $109.3 million was outstanding at December 31, 2019. See Note 7 of the Consolidated Financial Statements for additional information regarding the early redemption of TRL V.
|
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)
|
||||||
January 1, 2020 through January 31, 2020
|
251
|
|
|
$
|
21.44
|
|
|
—
|
|
|
$
|
125,266,862
|
|
February 1, 2020 through February 29, 2020
|
551,589
|
|
|
$
|
21.23
|
|
|
550,000
|
|
|
$
|
113,589,832
|
|
March 1, 2020 through March 31, 2020
|
1,302,309
|
|
|
$
|
18.25
|
|
|
1,300,000
|
|
|
$
|
89,868,862
|
|
Total
|
1,854,149
|
|
|
|
|
1,850,000
|
|
|
|
NO.
|
|
DESCRIPTION
|
3.1
|
|
|
10.1
|
|
|
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
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Inline XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith).
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104
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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TRINITY INDUSTRIES, INC.
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By
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/s/ Eric R. Marchetto
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Registrant
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Eric R. Marchetto
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Senior Vice President and Chief Financial Officer
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April 30, 2020
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Stock Option Vested
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Vesting Date
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Trinity Industries, Inc.
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By:
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/s/ Melendy Lovett
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Name:
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Melendy Lovett
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Title:
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Senior Vice President and Chief Financial Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Trinity Industries, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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):
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a.
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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
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b.
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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.
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1.
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I have reviewed this quarterly report on Form 10-Q of Trinity Industries, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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):
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a.
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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
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b.
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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.
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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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.
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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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.
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