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Note 1. Summary of Significant Accounting Policies
Principles of Consolidation
The financial statements of Trinity Industries, Inc. and its consolidated subsidiaries (“Trinity”, “Company”, “we” or “our”) include the accounts of all majority owned subsidiaries. The equity method of accounting is used for companies in which the Company has significant influence and 50% or less ownership. All significant intercompany accounts and transactions have been eliminated.
On January 1, 2010, the Company adopted the provisions of a new accounting standard, Accounting Standards Codification (“ASC”) 810-10, requiring the inclusion of the consolidated financial statements of TRIP Holdings and subsidiary in the consolidated financial statements of the Company as of January 1, 2010. Prior to January 1, 2010, the Company’s investment in TRIP Holdings was accounted for using the equity method. Accordingly, the consolidated balance sheets of the Company as of December 31, 2011 and 2010 and the consolidated statements of operations, cash flows, and stockholders’ equity for the years ended December 31, 2011 and 2010 include the accounts of all subsidiaries including TRIP Holdings. As a result of adopting this pronouncement, we determined the effects on Trinity’s consolidated financial statements as if TRIP Holdings had been included in the Company’s consolidated financial statements from TRIP Holdings’ inception and recorded a charge to retained earnings of $105.4 million, net of $57.7 million of tax benefit, and a noncontrolling interest of $129.9 million as of January 1, 2010. Prior periods were not restated. All significant intercompany accounts and transactions have been eliminated. Profits have been deferred on sales of railcars from the Rail or Leasing Group to TRIP Holdings and will be amortized over the life of the related equipment. Additionally, any future profits on the sale of railcars to TRIP Holdings will be deferred and amortized over the life of the related equipment. The noncontrolling interest represents the non-Trinity equity interest in TRIP Holdings. In September 2010, Trinity increased its ownership interest in TRIP Holdings to 57%. The effect of adopting this accounting standard was an increase to income from continuing operations and net income attributable to Trinity Industries, Inc. of $5.3 million or $0.07 per share in 2010. See Note 6 Investment in TRIP Holdings for further discussion.
Stockholders’ Equity
On December 9, 2010, the Company’s Board of Directors authorized a $200 million share repurchase program, effective January 1, 2011. This program replaced the Company’s previous share repurchase program and expires December 31, 2012. No shares were repurchased under this program for the year ended December 31, 2011.
For the quarter ended June 30, 2011, an amount of $15.5 million was reclassified between capital in excess of par value and accumulated other comprehensive loss to properly reflect the additional amount of accumulated unrealized loss on derivative financial instruments attributable to the Company after the purchase of additional interests in TRIP Holdings.
Revenue Recognition
Revenues for contracts providing for a large number of units and few deliveries are recorded as the individual units are produced, inspected, and accepted by the customer as the risk of loss passes to the customer upon pre-delivery acceptance on these contracts. This occurs primarily in the Rail and Inland Barge Groups. Revenue from rentals and operating leases, including contracts which contain non-level fixed rental payments, is recognized monthly on a straight-line basis. Fees for shipping and handling are recorded as revenue. For all other products, we recognize revenue when products are shipped or services are provided.
Effective December 31, 2011, the Company adopted the emerging industry policy of recognizing revenue from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet that have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. Prior year reported balances have been reclassified to conform to this policy resulting in a decrease in revenue of $33.6 million and $154.3 million for the years ended December 31, 2010 and 2009, respectively. Additionally, this change resulted in additional cash flow provided by operating activities with an offsetting decrease in cash flow from investing activities of $0.3 million and $2.1 million for the years ended December 31, 2010 and 2009, respectively.
Income Taxes
The liability method is used to account for income taxes. Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized.
The Company regularly evaluates the likelihood of realization of tax benefits derived from positions it has taken in various federal and state filings after consideration of all relevant facts, circumstances, and available information. For those tax benefits deemed more likely than not that will be sustained, the Company recognizes the benefit it believes is cumulatively greater than 50% likely to be realized. To the extent the Company were to prevail in matters for which accruals have been established or be required to pay amounts in excess of recorded reserves, the effective tax rate in a given financial statement period could be materially impacted.
Financial Instruments
The Company considers all highly liquid debt instruments to be either cash and cash equivalents if purchased with a maturity of three months or less or short-term marketable securities if purchased with a maturity of more than three months and less than one year.
Financial instruments that potentially subject the Company to a concentration of credit risk are primarily cash investments, short-term marketable securities, and receivables. The Company places its cash investments and short-term marketable securities in bank deposits and investment grade, short-term debt instruments and limits the amount of credit exposure to any one commercial issuer. Concentrations of credit risk with respect to receivables are limited due to control procedures to monitor the credit worthiness of customers, the large number of customers in the Company’s customer base, and their dispersion across different industries and geographic areas. As receivables are generally unsecured, the Company maintains an allowance for doubtful accounts based upon the expected collectability of all receivables. Receivable balances determined to be uncollectible are charged against the allowance. The carrying values of cash, receivables and accounts payable are considered to be representative of their respective fair values. One customer accounted for approximately 21% of the total receivables balance outstanding at December 31, 2011 and paid approximately 69% of their balance to date in 2012.
Inventories
Inventories are valued at the lower of cost or market, with cost determined principally on the first in first out method. Market is replacement cost or net realizable value. Work in process and finished goods include material, labor, and overhead.
Property, Plant, and Equipment
Property, plant, and equipment are stated at cost and depreciated over their estimated useful lives using the straight-line method. The estimated useful lives are: buildings and improvements — 3 to 30 years; leasehold improvements — the lesser of the term of the lease or 7 years; machinery and equipment — 2 to 10 years; information systems hardware and software — 2 to 5 years; and railcars in our lease fleet — generally 35 years. The costs of ordinary maintenance and repair are charged to operating costs while renewals and major replacements are capitalized.
Long-lived Assets
The Company periodically evaluates the carrying value of long-lived assets to be held and used for potential impairment. The carrying value of long-lived assets to be held and used is considered impaired only when their carrying value is not recoverable through undiscounted future cash flows and the fair value of the assets is less than their carrying value. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risks involved or market quotes as available. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced for the estimated cost to dispose of the assets. Impairment losses were not material for the years ended December 31, 2011, 2010, and 2009.
Goodwill and Intangible Assets
Goodwill is required to be tested for impairment annually, or on an interim basis whenever events or circumstances change, indicating that the carrying amount of the goodwill might be impaired. The goodwill impairment test is a two-step process with step one requiring the comparison of the reporting unit’s estimated fair value with the carrying amount of its net assets. Step two of the impairment test is necessary to determine the amount of goodwill impairment to be recorded when the reporting unit’s recorded net assets exceed its fair value. Impairment is assessed at the “reporting unit” level by applying a fair value-based test for each unit with recorded goodwill. The estimates and judgments that most significantly affect the fair value calculations are assumptions related to revenue and operating profit growth, discount rates and exit multiples. Due to an overall market decline for products in the Rail Group during the second quarter of 2009, we concluded that indications of impairment existed that required an interim goodwill impairment analysis. Accordingly, we tested the Rail Group’s goodwill for impairment as of June 30, 2009 and recorded a charge of $325.0 million during the second quarter of 2009. See Note 9 Goodwill for further explanation and results of this test. As of December 31, 2011 and 2010, the Company’s annual impairment test of goodwill was completed at the reporting unit level and no additional impairment charges were determined to be necessary.
Intangible assets with defined useful lives, which as of December 31, 2011 had net book values of $24.7 million, are amortized over their estimated useful lives, and are also evaluated for potential impairment at least annually. Impairment losses were not material for the years ended December 31, 2011, 2010, and 2009.
Restricted Cash
Restricted cash consists of cash and cash equivalents that are held as collateral for the Company’s non-recourse debt and lease obligations and as such are restricted in use.
Insurance
The Company is effectively self-insured for workers’ compensation. A third party administrator is used to process claims. We accrue our workers’ compensation liability based upon independent actuarial studies.
Warranties
Depending on the product, the Company provides warranties against materials and manufacturing defects generally ranging from one to five years. The warranty costs are estimated using a two-step approach. First, an engineering estimate is made for the cost of all claims that have been asserted by customers. Second, based on historical claims experience, a cost is accrued for all products still within a warranty period for which no claims have been filed. The Company provides for the estimated cost of product warranties at the time revenue is recognized related to products covered by warranties, and assesses the adequacy of the resulting reserves on a quarterly basis.
Foreign Currency Translation
Operations outside the United States prepare financial statements in currencies other than the United States dollar. The income statement amounts are translated at average exchange rates for the year, while the assets and liabilities are translated at year-end exchange rates. Translation adjustments are accumulated as a separate component of stockholders’ equity and other comprehensive loss. The functional currency of our Mexico operations is considered to be the United States dollar.
Other Comprehensive Income (Loss)
Other comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive net income (loss) consists of net income (loss), foreign currency translation adjustments, the effective unrealized portions of changes in fair value of the Company’s derivative financial instruments, and the change in the funded status of pension liabilities. See Note 15 Accumulated Other Comprehensive Loss (“AOCL”). All components are shown net of tax.
Recent Accounting Pronouncements
In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income,” (“ASU 2011-05”) which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity. Instead, the Company must report comprehensive income in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after Dec. 15, 2011 with early adoption permitted. Accordingly, the Company adopted this new standard on January 1, 2012. The adoption of ASU 2011-05 did not have an impact on the Company’s consolidated financial position, results of operations or cash flows as it only requires a change in the format of the current presentation.
In June 2009, the FASB issued a new accounting standard, ASC 810-10, which amended the previous accounting rules for consolidation of variable interest entities. The new standard replaced the quantitative-based risks and rewards calculation for determining which enterprise has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity that most significantly affect its economic performance and the obligation to absorb losses of the entity or the right to receive benefits from the entity. Additionally, the new standard provided more timely and useful information about an enterprise’s involvement with a variable interest entity. This standard was effective for annual reporting periods beginning after November 15, 2009. Accordingly, the Company adopted this new standard on January 1, 2010. See Note 6 Investment in TRIP Holdings for additional explanation of the effects of implementing this pronouncement as it applies to our investment in TRIP Holdings.
Management’s Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reclassifications and Revisions
Certain prior year balances have been reclassified in the Consolidated Statements of Operations and Cash Flows to conform to the 2011 presentations related to the presentation of lease fleet railcar sales. The effect of properly classifying deferred loan issuance costs incurred in the Consolidated Statements of Cash Flows from an operating activity within the change in other assets to a financing activity to properly state such costs as financing activities, amounted to $6.6 million and $19.0 million for the years ended December 31, 2010 and 2009, respectively. See Note 19 Selected Quarterly Financial Data for further discussion.
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Note 2. Acquisitions and Divestitures
For the year ended December 31, 2011, all of our acquisition and divestiture activity occurred in the Construction Products Group. This activity consisted of four acquisitions and one divestiture. In February 2010, the Company acquired Quixote Corporation (“Quixote”), a leading manufacturer of energy-absorbing highway crash cushions, truck-mounted attenuators, and other transportation products, for a total cost of $58.1 million. In addition, the Company assumed $40.0 million in debt that was subsequently retired in the first quarter of 2010. Based on its valuation of the net assets acquired, Trinity recorded goodwill of $22.7 million and $24.2 million in intangible assets primarily consisting of the acquisition-date fair value allocated to patents, trade names and customer relationships that are being amortized over their estimated economic life which generally ranges from four to twenty years and. As a result of the acquisition, the Company recorded transaction-related expenses of $4.6 million including a $1.5 million write-down of its pre-acquisition investment in Quixote classified as other selling, engineering, and administrative costs. In addition to the transaction-related expenses listed above, there was a $1.8 million reclassification of previously-recognized charges from AOCL to earnings representing the decline in fair value of the Company’s pre-acquisition investment in Quixote, included in other, net in the consolidated statement of operations. See Note 12 Other, Net and Note 15 Accumulated Other Comprehensive Loss.
Acquisition and divestiture activity for 2011 and 2010 is summarized as follows. There was no acquisition and divestiture activity in 2009:
Acquisitions | Divestitures | |||||||||||||||||||||||
Total cost | Net cash paid during the year |
Goodwill recorded |
Proceeds | Gain recognized |
Goodwill charged off |
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(in millions) | ||||||||||||||||||||||||
2011: |
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Construction Products Group |
$ | 56.4 | $ | 42.5 | $ | 29.3 | $ | 8.3 | $ | 0.7 | $ | 1.0 | ||||||||||||
2010: |
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Construction Products Group |
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Quixote |
$ | 58.1 | $ | 39.9 | $ | 22.7 | $ | — | $ | — | $ | — | ||||||||||||
Other |
5.0 | 5.0 | 4.0 | 30.8 | 3.8 | 16.5 | ||||||||||||||||||
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63.1 | 44.9 | 26.7 | 30.8 | 3.8 | 16.5 | |||||||||||||||||||
Energy Equipment Group |
7.4 | 5.0 | 6.6 | — | — | — | ||||||||||||||||||
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$ | 70.5 | $ | 49.9 | $ | 33.3 | $ | 30.8 | $ | 3.8 | $ | 16.5 |
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Note 3. Fair Value Accounting
Assets and liabilities measured at fair value on a recurring basis are summarized below:
Fair Value Measurement as of December 31, 2011 | ||||||||||||||||
(in millions) | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: |
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Cash equivalents |
$ | 246.6 | $ | — | $ | — | $ | 246.6 | ||||||||
Restricted cash |
240.3 | — | — | 240.3 | ||||||||||||
Equity call agreement with TRIP Holdings equity investor (1) |
— | — | 0.7 | 0.7 | ||||||||||||
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Total assets |
$ | 486.9 | $ | — | $ | 0.7 | $ | 487.6 | ||||||||
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Liabilities: |
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Interest rate hedges (2) |
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Wholly-owned subsidiary |
$ | — | $ | 48.9 | $ | — | $ | 48.9 | ||||||||
TRIP Holdings |
— | 4.8 | — | 4.8 | ||||||||||||
Equity put agreement with TRIP Holdings equity investor (3) |
— | — | 3.1 | 3.1 | ||||||||||||
Fuel derivative instruments (1) |
— | 0.1 | — | 0.1 | ||||||||||||
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Total liabilities |
$ | — | $ | 53.8 | $ | 3.1 | $ | 56.9 | ||||||||
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Fair Value Measurement as of December 31, 2010 | ||||||||||||||||
(in millions) | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: |
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Cash equivalents |
$ | 286.0 | $ | — | $ | — | $ | 286.0 | ||||||||
Short-term marketable securities |
158.0 | — | — | 158.0 | ||||||||||||
Restricted cash |
207.1 | — | — | 207.1 | ||||||||||||
Fuel derivative instruments (1) |
— | 0.1 | — | 0.1 | ||||||||||||
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Total assets |
$ | 651.1 | $ | 0.1 | $ | — | $ | 651.2 | ||||||||
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Liabilities: |
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Interest rate hedges (2) |
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Wholly-owned subsidiary |
$ | — | $ | 45.7 | $ | — | $ | 45.7 | ||||||||
TRIP Holdings |
— | 48.3 | — | 48.3 | ||||||||||||
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Total liabilities |
$ | — | $ | 94.0 | $ | — | $ | 94.0 | ||||||||
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(1) |
Included in other assets on the consolidated balance sheet. |
(2) |
Included in accrued liabilities on the consolidated balance sheet. |
(3) |
Included in other liabilities on the consolidated balance sheet. |
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market to that asset or liability in an orderly transaction between market participants on the measurement date. An entity is required to establish a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair values are listed below:
Level 1 – This level is defined as quoted prices in active markets for identical assets or liabilities. The Company’s cash equivalents, short-term marketable securities, and restricted cash are instruments of the United States Treasury, fully-insured certificates of deposit or highly-rated money market mutual funds.
Level 2 – This level is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company’s fuel derivative instruments, which are commodity options, are valued using energy and commodity market data. Interest rate hedges are valued at exit prices obtained from each counterparty. See Note 7 Derivative Instruments and Note 11 Debt.
Level 3 – This level is defined as unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The equity put and call agreements with the TRIP equity investor are valued based on cash flow projections and certain assumptions regarding the likelihood of exercising the option under the related agreement. See Note 6 Investment in TRIP Holdings.
The carrying amounts and estimated fair values of our long-term debt were as follows:
December 31, 2011 | December 31, 2010 | |||||||||||||||
Carrying Value |
Estimated Fair Value |
Carrying Value |
Estimated Fair Value |
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(in millions) | ||||||||||||||||
Recourse: |
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Convertible subordinated notes |
$ | 450.0 | $ | 439.4 | $ | 450.0 | $ | 448.3 | ||||||||
Less: unamortized discount |
(99.8 | ) | (111.1 | ) | ||||||||||||
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350.2 | 338.9 | |||||||||||||||
Capital lease obligations |
48.6 | 48.6 | 51.2 | 51.2 | ||||||||||||
Term loan |
54.7 | 55.7 | 57.4 | 54.2 | ||||||||||||
Other |
4.2 | 4.2 | 2.8 | 2.8 | ||||||||||||
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457.7 | 547.9 | 450.3 | 556.5 | |||||||||||||
Non-recourse: |
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2006 secured railcar equipment notes |
269.3 | 278.5 | 283.2 | 302.8 | ||||||||||||
Promissory notes |
465.5 | 448.6 | 493.8 | 482.2 | ||||||||||||
2009 secured railcar equipment notes |
218.4 | 228.6 | 229.2 | 256.1 | ||||||||||||
2010 secured railcar equipment notes |
354.3 | 333.1 | 367.1 | 345.5 | ||||||||||||
TILC warehouse facility |
308.5 | 308.5 | 80.2 | 80.2 | ||||||||||||
TRIP Holdings senior secured notes |
61.2 | 61.6 | — | — | ||||||||||||
TRIP Master Funding secured railcar equipment notes |
840.0 | 834.9 | — | — | ||||||||||||
TRIP Holdings warehouse loan |
— | — | 1,003.9 | 994.0 | ||||||||||||
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2,517.2 | 2,493.8 | 2,457.4 | 2,460.8 | |||||||||||||
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Total |
$ | 2,974.9 | $ | 3,041.7 | $ | 2,907.7 | $ | 3,017.3 | ||||||||
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The estimated fair value of our convertible subordinated notes was based on a quoted market price as of December 31, 2011 and 2010, respectively. The estimated fair values of our 2006, 2009, and 2010 secured railcar equipment notes, promissory notes, TRIP Holdings senior secured notes, TRIP Master Funding secured railcar equipment notes, TRIP Holdings warehouse loan, and term loan are based on our estimate of their fair value as of December 31, 2011 and 2010, respectively. These values were determined by discounting their future cash flows at the current market interest rate. The carrying value of our Trinity Industries Leasing Company (“TILC”) warehouse facility approximates fair value because the interest rate adjusts to the market interest rate and the Company’s credit rating has not changed since the loan agreement was renewed in February 2011. The fair values of all other financial instruments are estimated to approximate carrying value.
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Note 4. Segment Information
The Company reports operating results in five principal business segments: (1) the Rail Group, which manufactures and sells railcars and related parts and components; (2) the Construction Products Group, which manufactures and sells highway products and concrete and aggregates; (3) the Inland Barge Group, which manufactures and sells barges and related products for inland waterway services; (4) the Energy Equipment Group, which manufactures and sells products for energy related businesses, including structural wind towers, tank containers and tank heads for pressure and non-pressure vessels, frac tanks, and utility, traffic, and lighting structures; and (5) the Railcar Leasing and Management Services Group (“Leasing Group”), which provides fleet management, maintenance, and leasing services. The segment All Other includes our captive insurance and transportation companies; legal, environmental, and maintenance costs associated with non-operating facilities; other peripheral businesses; and the change in market valuation related to ineffective commodity hedges. Gains and losses from the sale of property, plant, and equipment which are related to manufacturing and dedicated to the specific manufacturing operations of a particular segment are included in operating profit of that respective segment. Gains and losses from the sale of property, plant, and equipment which can be utilized by multiple segments are included in operating profit of the All Other segment.
Sales and related net profits from the Rail Group to the Leasing Group are recorded in the Rail Group and eliminated in consolidation. Sales between these groups are recorded at prices comparable to those charged to external customers taking into consideration quantity, features, and production demand. Amortization of deferred profit on railcars sold to the Leasing Group is included in the operating profits of the Leasing Group. Sales of railcars from the lease fleet are included in the Leasing Group. Revenue and operating profit of the Leasing Group for the years ended December 31, 2011 and 2010 include the operating results of TRIP Holdings. Total assets of the Leasing Group include the assets of TRIP Holdings as of December 31, 2011 and 2010. See Note 1 Summary of Significant Accounting Policies – Principles of Consolidation for further discussion.
The financial information for these segments is shown in the tables below. We operate principally in North America.
Year Ended December 31, 2011
Revenues | Operating Profit (Loss) |
Depreciation
& Amortization |
Capital Expenditures |
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External | Intersegment | Total | Assets | |||||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||
Rail Group |
$ | 931.7 | $ | 343.0 | $ | 1,274.7 | $ | 77.3 | $ | 684.6 | $ | 23.9 | $ | 11.4 | ||||||||||||||
Construction Products Group |
577.2 | 12.9 | 590.1 | 53.4 | 403.2 | 20.7 | 12.1 | |||||||||||||||||||||
Inland Barge Group |
548.5 | — | 548.5 | 106.4 | 189.2 | 6.4 | 38.0 | (1) | ||||||||||||||||||||
Energy Equipment Group |
454.8 | 18.0 | 472.8 | 8.9 | 392.9 | 18.4 | 10.4 | |||||||||||||||||||||
Railcar Leasing and Management Services Group |
551.4 | 0.6 | 552.0 | 254.5 | 4,462.1 | 115.7 | 258.6 | |||||||||||||||||||||
All Other |
11.5 | 50.3 | 61.8 | (3.8 | ) | 30.5 | 4.4 | 4.0 | ||||||||||||||||||||
Corporate |
— | — | — | (43.6 | ) | 512.9 | 3.6 | 5.5 | ||||||||||||||||||||
Eliminations-Lease subsidiary |
— | (325.5 | ) | (325.5 | ) | (28.3 | ) | (440.3 | ) | — | — | |||||||||||||||||
Eliminations – Other |
— | (99.3 | ) | (99.3 | ) | 0.5 | (114.1 | ) | (0.2 | ) | — | |||||||||||||||||
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Consolidated Total |
$ | 3,075.1 | $ | — | $ | 3,075.1 | $ | 425.3 | $ | 6,121.0 | $ | 192.9 | $ | 340.0 | ||||||||||||||
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Year Ended December 31, 2010
Operating | ||||||||||||||||||||||||||||
Revenues | Profit | Depreciation & | Capital | |||||||||||||||||||||||||
External | Intersegment | Total | (Loss) | Assets | Amortization | Expenditures | ||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||
Rail Group |
$ | 289.7 | $ | 232.4 | $ | 522.1 | $ | 1.5 | $ | 482.9 | $ | 24.0 | $ | 4.0 | ||||||||||||||
Construction Products Group |
558.3 | 20.5 | 578.8 | 47.4 | 335.2 | 23.7 | 5.5 | |||||||||||||||||||||
Inland Barge Group |
422.3 | — | 422.3 | 69.0 | 94.5 | 5.5 | 14.6 | (1) | ||||||||||||||||||||
Energy Equipment Group |
408.5 | 11.1 | 419.6 | 35.1 | 352.4 | 17.1 | 8.1 | |||||||||||||||||||||
Railcar Leasing and Management Services Group |
464.5 | — | 464.5 | 207.0 | 4,452.6 | 112.6 | 213.8 | |||||||||||||||||||||
All Other |
12.2 | 36.3 | 48.5 | (11.4 | ) | 27.5 | 3.6 | 4.2 | ||||||||||||||||||||
Corporate |
— | — | — | (33.8 | ) | 538.5 | 3.4 | 4.6 | ||||||||||||||||||||
Eliminations-Lease subsidiary |
— | (216.8 | ) | (216.8 | ) | (8.4 | ) | (522.1 | ) | — | — | |||||||||||||||||
Eliminations – Other |
— | (83.5 | ) | (83.5 | ) | (2.6 | ) | (1.5 | ) | (0.3 | ) | — | ||||||||||||||||
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|||||||||||||||
Consolidated Total |
$ | 2,155.5 | $ | — | $ | 2,155.5 | $ | 303.8 | $ | 5,760.0 | $ | 189.6 | $ | 254.8 | ||||||||||||||
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(1) | Primarily related to repair and replacement of property, plant and equipment at the Company’s inland barge manufacturing facilities in Missouri and Tennessee. See Note 8 – Property, Plant, and Equipment. |
Year Ended December 31, 2009
Revenues | Operating Profit (Loss) |
Depreciation
& Amortization |
Capital Expenditures |
|||||||||||||||||||||||||
External | Intersegment | Total | Assets | |||||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||
Rail Group |
$ | 485.2 | $ | 410.1 | $ | 895.3 | $ | (355.9 | ) | $ | 450.7 | $ | 25.0 | $ | 19.6 | |||||||||||||
Construction Products Group |
524.0 | 14.5 | 538.5 | 32.6 | 277.3 | 23.5 | 11.6 | |||||||||||||||||||||
Inland Barge Group |
527.3 | — | 527.3 | 125.2 | 69.4 | 6.1 | 1.3 | |||||||||||||||||||||
Energy Equipment Group |
502.2 | 7.8 | 510.0 | 73.8 | 242.0 | 16.9 | 9.1 | |||||||||||||||||||||
Railcar Leasing and Management Services Group |
370.2 | — | 370.2 | 149.0 | 3,167.3 | 82.4 | 343.0 | |||||||||||||||||||||
All Other |
12.0 | 36.4 | 48.4 | 0.8 | 27.6 | 3.1 | 2.0 | |||||||||||||||||||||
Corporate |
— | — | — | (30.8 | ) | 753.1 | 4.2 | 3.8 | ||||||||||||||||||||
Eliminations-Lease subsidiary |
— | (391.6 | ) | (391.6 | ) | (22.6 | ) | (329.0 | ) | — | — | |||||||||||||||||
Eliminations – Other |
— | (77.2 | ) | (77.2 | ) | (3.0 | ) | (2.0 | ) | (0.4 | ) | — | ||||||||||||||||
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|||||||||||||||
Consolidated Total |
$ | 2,420.9 | $ | — | $ | 2,420.9 | $ | (30.9 | ) | $ | 4,656.4 | $ | 160.8 | $ | 390.4 | |||||||||||||
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Effective December 31, 2011, the Company adopted the emerging industry policy of recognizing revenue from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet which have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. Prior year reported balances have been reclassified to conform to this policy. See Note 1 of the Notes to Consolidated Financial Statements.
Corporate assets are composed of cash and cash equivalents, short-term marketable securities, notes receivable, certain property, plant, and equipment, and other assets. Capital expenditures do not include business acquisitions.
Externally reported revenues and operating profit for our Mexico operations for the years ended December 31, 2011, 2010, and 2009 are presented below:
External Revenues | Operating Profit | |||||||||||||||||||||||
Year
Ended December 31, |
Year
Ended December 31, |
|||||||||||||||||||||||
2011 | 2010 | 2009 | 2011 | 2010 | 2009 | |||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
Mexico |
$ | 123.0 | $ | 98.3 | $ | 86.8 | $ | 18.4 | $3.4 | $ | 15.2 |
Total assets and long-lived assets for our Mexico operations as of December 31, 2011 and 2010 are presented below:
Total Assets | Long-Lived Assets | |||||||||||||||
December 31, | ||||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(in millions) | ||||||||||||||||
Mexico |
$ | 240.4 | $ | 288.8 | $ | 143.2 | $ | 151.7 |
|
Note 5. Railcar Leasing and Management Services Group
The Railcar Leasing and Management Services Group provides fleet management, maintenance, and leasing services. Selected consolidating financial information for the Leasing Group is as follows:
December 31, 2011 | ||||||||||||||||
Leasing Group | ||||||||||||||||
Wholly Owned Subsidiaries |
TRIP Holdings |
Manufacturing/ Corporate |
Total | |||||||||||||
(in millions) | ||||||||||||||||
Cash, cash equivalents, and short-term marketable securities |
$ | 3.2 | $ | — | $ | 347.9 | $ | 351.1 | ||||||||
Property, plant, and equipment, net |
$ | 3,066.0 | $ | 1,135.0 | $ | 510.0 | $ | 4,711.0 | ||||||||
Net deferred profit on railcars sold to the Leasing Group |
(344.5 | ) | (187.0 | ) | — | (531.5 | ) | |||||||||
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|||||||||
$ | 2,721.5 | $ | 948.0 | $ | 510.0 | $ | 4,179.5 | |||||||||
Restricted cash |
$ | 165.7 | $ | 74.6 | $ | — | $ | 240.3 | ||||||||
Debt: |
||||||||||||||||
Recourse |
$ | 103.3 | $ | — | $ | 454.2 | $ | 557.5 | ||||||||
Less: unamortized discount |
— | — | (99.8 | ) | (99.8 | ) | ||||||||||
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103.3 | — | 354.4 | 457.7 | |||||||||||||
Non-recourse |
1,616.0 | 1,010.0 | — | 2,626.0 | ||||||||||||
Less: non-recourse debt owned by Trinity |
— | (108.8 | ) | — | (108.8 | ) | ||||||||||
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Total debt |
$ | 1,719.3 | $ | 901.2 | $ | 354.4 | $ | 2,974.9 | ||||||||
Net deferred tax liabilities |
$ | 582.4 | $ | 4.7 | $ | (152.4 | ) | $ | 434.7 |
December 31, 2010 | ||||||||||||||||
Leasing Group | ||||||||||||||||
Wholly Owned Subsidiaries |
TRIP Holdings |
Manufacturing/ Corporate |
Total | |||||||||||||
(in millions) | ||||||||||||||||
Cash, cash equivalents, and short-term marketable securities |
$ | 3.8 | $ | — | $ | 508.2 | $ | 512.0 | ||||||||
Property, plant, and equipment, net |
$ | 2,965.4 | $ | 1,191.8 | $ | 491.4 | $ | 4,648.6 | ||||||||
Net deferred profit on railcars sold to the Leasing Group |
(340.4 | ) | (196.2 | ) | — | (536.6 | ) | |||||||||
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|||||||||
$ | 2,625.0 | $ | 995.6 | $ | 491.4 | $ | 4,112.0 | |||||||||
Restricted cash |
$ | 161.1 | $ | 46.0 | $ | — | $ | 207.1 | ||||||||
Debt: |
||||||||||||||||
Recourse |
$ | 108.6 | $ | — | $ | 452.8 | $ | 561.4 | ||||||||
Less: unamortized discount |
— | — | (111.1 | ) | (111.1 | ) | ||||||||||
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|||||||||
108.6 | — | 341.7 | 450.3 | |||||||||||||
Non-recourse |
1,453.5 | 1,003.9 | — | 2,457.4 | ||||||||||||
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|||||||||
Total debt |
$ | 1,562.1 | $ | 1,003.9 | $ | 341.7 | $ | 2,907.7 | ||||||||
Net deferred tax liabilities |
$ | 515.7 | $ | (0.3 | ) | $ | (124.4 | ) | $ | 391.0 |
See Note 1 Summary of Significant Accounting Policies, Note 6 Investment in TRIP Holdings, and Note 11 Debt for a further discussion regarding the accounting for the Company’s investment in TRIP Holdings and TRIP Holdings’ debt.
Year Ended December 31, |
Percent Change | |||||||||||||||||||
2011 | 2010 | 2009 | 2011 versus 2010 |
2010 versus 2009 |
||||||||||||||||
($ in millions) | ||||||||||||||||||||
Revenues: |
||||||||||||||||||||
Wholly-owned subsidiaries: |
||||||||||||||||||||
Leasing and management |
$ | 375.1 | $ | 345.4 | $ | 329.3 | 8.6 | % | 4.9 | % | ||||||||||
Railcar sales (1) |
59.4 | 3.1 | 40.9 | * | * | |||||||||||||||
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434.5 | 348.5 | 370.2 | 24.7 | % | (5.9 | )% | ||||||||||||||
TRIP Holdings: |
||||||||||||||||||||
Leasing and management |
117.5 | 116.0 | — | 1.3 | % | — | ||||||||||||||
Railcar sales (1) |
— | — | — | — | — | |||||||||||||||
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117.5 | 116.0 | — | 1.3 | % | — | |||||||||||||||
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Total revenues |
$ | 552.0 | $ | 464.5 | $ | 370.2 | 18.8 | % | 25.5 | % | ||||||||||
Operating profit: |
||||||||||||||||||||
Wholly-owned subsidiaries: |
||||||||||||||||||||
Leasing and management |
$ | 156.3 | $ | 131.7 | $ | 128.5 | ||||||||||||||
Railcar sales (1): |
||||||||||||||||||||
Railcars owned one year or less at the time of sale |
13.2 | 0.2 | 2.1 | |||||||||||||||||
Railcars owned more than one year at the time of sale |
11.8 | 6.6 | 18.4 | |||||||||||||||||
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|||||||||||||||
181.3 | 138.5 | 149.0 | ||||||||||||||||||
TRIP Holdings: |
||||||||||||||||||||
Leasing and management |
68.8 | 68.5 | — | |||||||||||||||||
Railcar sales (1): |
||||||||||||||||||||
Railcars owned one year or less at the time of sale |
— | — | — | |||||||||||||||||
Railcars owned more than one year at the time of sale |
4.4 | — | — | |||||||||||||||||
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|||||||||||||||
73.2 | 68.5 | — | ||||||||||||||||||
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Total operating profit |
$ | 254.5 | $ | 207.0 | $ | 149.0 | ||||||||||||||
Operating profit margin: |
||||||||||||||||||||
Leasing and management |
45.7 | % | 43.4 | % | 39.0 | % | ||||||||||||||
Railcar sales |
* | * | * | |||||||||||||||||
Total operating profit margin |
46.1 | % | 44.6 | % | 40.2 | % | ||||||||||||||
Interest and rent expense (2): |
||||||||||||||||||||
Rent expense |
$ | 48.6 | $ | 48.6 | $ | 46.7 | ||||||||||||||
Interest expense: |
||||||||||||||||||||
Wholly-owned subsidiaries |
$ | 101.3 | $ | 91.7 | $ | 80.1 | ||||||||||||||
TRIP Holdings: |
||||||||||||||||||||
External |
$ | 53.1 | $ | 46.9 | $ | — | ||||||||||||||
Intercompany |
6.4 | — | — | |||||||||||||||||
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|||||||||||||||
59.5 | 46.9 | — | ||||||||||||||||||
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|
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Total interest expense |
$ | 160.8 | $ | 138.6 | $ | 80.1 |
*Not meaningful
(1) |
Effective December 31, 2011, the Company adopted the emerging industry policy of recognizing revenue from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet which have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. Prior year reported balances have been reclassified to conform to this policy. See Note 1 of the Notes to Consolidated Financial Statements. |
(2) |
Rent expense is a component of operating profit. Interest expense is not a component of operating profit and includes the effect of hedges. Intercompany interest expense arises from Trinity’s ownership of a portion of TRIP Holdings’ Senior Secured Notes and is eliminated in consolidation. See Note 11 Debt. |
For the year ended December 31, 2009, revenues of $39.4 million and operating profit of $2.0 million were related to sales of railcars from the lease fleet to TRIP Holdings. There were no sales to TRIP Holdings during the years ended December 31, 2011 and 2010. See Note 6 Investment in TRIP Holdings.
Equipment consists primarily of railcars leased by third parties. The Leasing Group purchases equipment manufactured predominantly by the Rail Group and enters into lease contracts with third parties with terms generally ranging between one and twenty years. The Leasing Group primarily enters into operating leases. Future contractual minimum rental revenues on leases are as follows:
2012 | 2013 | 2014 | 2015 | 2016 | Thereafter | Total | ||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||
Wholly-owned subsidiaries |
$ | 255.9 | $ | 205.7 | $ | 153.5 | $ | 116.3 | $ | 81.6 | $ | 181.8 | $ | 994.8 | ||||||||||||||
TRIP Holdings |
93.6 | 62.6 | 41.9 | 33.7 | 28.9 | 55.7 | 316.4 | |||||||||||||||||||||
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$ | 349.5 | $ | 268.3 | $ | 195.4 | $ | 150.0 | $ | 110.5 | $ | 237.5 | $ | 1,311.2 | |||||||||||||||
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Debt. The Leasing Group’s debt at December 31, 2011 consists of both recourse and non-recourse debt. In 2009, the Company entered into a seven-year $61.0 million term loan agreement and capital lease obligations totaling $56.6 million. These debt obligations are guaranteed by Trinity Industries, Inc. and certain subsidiaries, and secured by railcar equipment and related leases. As of December 31, 2011, Trinity’s wholly-owned subsidiaries included in the Leasing Group held equipment with a net book value of approximately $2,489.1 million that is pledged as collateral for Leasing Group debt held by those subsidiaries, including equipment with a net book value of $51.0 million securing capital lease obligations. See Note 11 Debt for the form, maturities, and descriptions of Leasing Group debt.
TRIP Holdings. Debt owed by TRIP Holdings and its subsidiaries is nonrecourse to Trinity and TILC and is secured solely by the consolidated assets of TRIP Holdings and the equity interests of TRIP Holdings. In July 2011, TRIP Holdings and its newly-formed subsidiary, TRIP Rail Master Funding LLC (“TRIP Master Funding”), issued $1,032.0 million in new debt and repaid all of the outstanding borrowings of the previously-existing TRIP Warehouse Loan. TRIP Holdings equipment with a net book value of $1,135.0 million, excluding deferred profit on railcars sold to TRIP Holdings, is pledged as collateral for the TRIP Holdings' debt. See Note 6 Investment in TRIP Holdings for a description of TRIP Holdings.
Off Balance Sheet Arrangements. In prior years, the Leasing Group completed a series of financing transactions whereby railcars were sold to one or more separate independent owner trusts (“Trusts”). Each of the Trusts financed the purchase of the railcars with a combination of debt and equity. In each transaction, the equity participant in the Trust is considered to be the primary beneficiary of the Trust and therefore, the debt related to the Trust is not included as part of the consolidated financial statements. The Leasing Group, through newly formed, wholly-owned, qualified subsidiaries, leased railcars from the Trusts under operating leases with terms of 22 years, and subleased the railcars to independent third party customers under shorter term operating rental agreements. Under the terms of the operating lease agreements between the subsidiaries and the Trusts, the Leasing Group has the option to purchase at a predetermined fixed price, certain of the railcars from the Trusts in 2016 and other railcars in 2019. The Leasing Group also has options to purchase the railcars at the end of the respective lease agreements in 2023, 2026, and 2027 at the then fair market value of the railcars as determined by a third party, independent appraisal. At the expiration of the operating lease agreements, the Company has no further obligations with respect to the leased railcars.
These Leasing Group subsidiaries had total assets as of December 31, 2011 of $219.1 million, including cash of $88.6 million and railcars of $97.6 million. The right, title, and interest in each sublease, cash, and railcars are pledged to collateralize the lease obligations to the Trusts and are included in the consolidated financial statements of the Company. Trinity does not guarantee the performance of the subsidiaries’ lease obligations. Certain ratios and cash deposits must be maintained by the Leasing Group’s subsidiaries in order for excess cash flow, as defined in the agreements, from the lease to third parties to be available to Trinity. Future operating lease obligations of the Leasing Group’s subsidiaries as well as future contractual minimum rental revenues related to these leases due to the Leasing Group, are as follows:
2012 | 2013 | 2014 | 2015 | 2016 | Thereafter | Total | ||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||
Future operating lease obligations of Trusts’ railcars |
$ | 44.5 | $ | 45.7 | $ | 44.9 | $ | 43.2 | $ | 40.2 | $ | 341.8 | $ | 560.3 | ||||||||||||||
Future contractual minimum rental revenues of Trusts’ railcars |
$ | 57.5 | $ | 40.7 | $ | 26.3 | $ | 19.8 | $ | 12.5 | $ | 24.0 | $ | 180.8 |
In each transaction, the Leasing Group has entered into a servicing and re-marketing agreement with the Trusts that requires the Leasing Group to endeavor, consistent with customary commercial practice as would be used by a prudent person, to maintain railcars under lease for the benefit of the Trusts. The Leasing Group also receives management fees under the terms of the agreements. In each transaction, an independent trustee for the Trusts has authority for appointment of the railcar fleet manager.
Operating Lease Obligations. Future amounts due as well as future contractual minimum rental revenues related to operating leases other than leases with the Trusts are as follows:
2012 | 2013 | 2014 | 2015 | 2016 | Thereafter | Total | ||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||
Future operating lease obligations |
$ | 8.3 | $ | 8.0 | $ | 7.9 | $ | 7.9 | $ | 7.7 | $ | 33.4 | $ | 73.2 | ||||||||||||||
Future contractual minimum rental revenues |
$ | 9.4 | $ | 8.5 | $ | 7.9 | $ | 5.0 | $ | 4.3 | $ | 7.5 | $ | 42.6 |
Operating lease obligations totaling $30.3 million are guaranteed by Trinity Industries, Inc. and certain subsidiaries.
|
Note 6. Investment in TRIP Holdings
In 2007, the Company and other third-party equity investors formed TRIP Holdings for the purpose of providing railcar leasing and management services in North America. TRIP Holdings, through its wholly-owned subsidiary, TRIP Rail Leasing LLC (“TRIP Leasing”), purchased railcars from the Company’s Rail and Leasing Groups funded by capital contributions from TRIP Holdings’ equity investors and borrowings under the TRIP Warehouse Loan, defined as such in Note 11 Debt. As of December 31, 2011, TRIP Leasing had purchased $1,284.7 million of railcars from the Company. Railcars purchased from the Company by TRIP Leasing were required to be purchased at prices comparable with the prices of all similar, new railcars sold contemporaneously by the Company and at prices based on third-party appraised values for used railcars.
In 2010, Trinity purchased a 29% interest in TRIP Holdings for $28.6 million from another equity investor. The carrying amount of the noncontrolling interest was reduced by $45.3 million to reflect the change in its ownership interest, resulting in an increase to stockholders’ equity attributable to Trinity Industries’ controlling interest of $10.3 million, net of tax.
In July 2011, TRIP Holdings and its newly-formed subsidiary, TRIP Master Funding, issued $1,032.0 million in new debt which was used by TRIP Master Funding to purchase all of the railcar equipment owned by TRIP Leasing which, in turn, repaid all outstanding borrowings under the previously-existing TRIP Warehouse Loan and settled all outstanding related interest rate hedges. See Note 11 Debt for a description of TRIP Holdings and its related debt.
At December 31, 2011, the Company owned 57% of TRIP Holdings with the remainder owned by three other third-party equity investors. The Company receives distributions from TRIP Holdings as an equity investor, when allowed, in proportion to its 57% equity interest, and has an interest in the net assets of TRIP Holdings upon a liquidation event in the same proportion. The terms of the Company’s equity investment are identical to the terms of each of the other equity investors. Other than as described further below, Trinity has no remaining equity commitment to TRIP Holdings as of December 31, 2011 and has no obligation to guarantee performance under any TRIP-related debt agreements, guarantee any railcar residual values, shield any parties from losses, or guarantee minimum yields.
The manager of TRIP Holdings, Trinity Industries Leasing Company (“TILC”), may be removed without cause as a result of a majority vote of the third-party equity investors.
The Company’s carrying value of its investment in TRIP Holdings is as follows:
December 31, 2011 |
December 31, 2010 |
|||||||
(in millions) | ||||||||
Capital contributions |
$ | 47.3 | $ | 47.3 | ||||
Equity purchased from investors |
44.8 | 44.8 | ||||||
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|
|||||
92.1 | 92.1 | |||||||
Equity in earnings |
12.0 | 7.5 | ||||||
Equity in unrealized losses on derivative financial instruments |
(1.3 | ) | (1.4 | ) | ||||
Distributions |
(7.0 | ) | (7.0 | ) | ||||
Deferred broker fees |
(0.6 | ) | (0.8 | ) | ||||
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|
|||||
$ | 95.2 | $ | 90.4 | |||||
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On January 1, 2010, the Company adopted the provisions of a new accounting pronouncement, ASC 810-10, which amended the rules regarding the consolidation of variable interest entities. Under this new standard, which changed the criteria for determining which enterprise has a controlling financial interest, the Company was determined to be the primary beneficiary of TRIP Holdings because of its combined role as both equity member and manager/servicer of TRIP Holdings. As a result of adopting this pronouncement, the consolidated financial statements of TRIP Holdings and subsidiary are required to be included with the consolidated financial statements of the Company. We determined the effects on Trinity’s consolidated financial statements as if TRIP Holdings had been included in the Company’s consolidated financial statements from TRIP Holdings’ inception, and recorded a charge to retained earnings of $105.4 million, net of $57.7 million in tax benefit, and a noncontrolling interest of $129.9 million as of January 1, 2010. With the acquisition by Trinity of the additional ownership interest in TRIP Holdings in September 2010, the Company’s controlling financial interest in TRIP Holdings derives from its majority ownership. Accordingly, the consolidated balance sheets of the Company as of December 31, 2011 and 2010 and the consolidated statements of operations, cash flows, and stockholders’ equity for the twelve months ended December 31, 2011 and 2010 include the accounts of TRIP Holdings. Prior periods were not restated. All significant intercompany accounts and transactions have been eliminated. Profits have been deferred on sales of railcars from the Rail or Leasing Group to TRIP Holdings and will be amortized over the life of the related equipment. Additionally, any future profits on the sale of railcars to TRIP Holdings will be deferred and amortized over the life of the related equipment. The noncontrolling interest represents the non-Trinity equity interest in TRIP Holdings. The assets of TRIP Holdings may only be used to satisfy liabilities of TRIP Holdings, and the liabilities of TRIP Holdings have recourse only to TRIP Holdings’ assets.
Prior to January 1, 2010, profit on equipment sales to TRIP Leasing was recognized at the time of sale to the extent of the non-Trinity interests in TRIP Holdings. The deferred profit on the sale of equipment to TRIP Leasing pertaining to TILC’s interest in TRIP Holdings was being amortized over the depreciable life of the related equipment. All other fee income to TILC earned from services provided to TRIP Holdings was recognized by TILC to the extent of the non-Trinity interests in TRIP Holdings. Effective January 1, 2010, amortization of the deferred profit on the sale of equipment is recorded as if the entire profit on equipment sales to TRIP Leasing was deferred at the time of the sale and amortized over the depreciable life of the related equipment. All fee income to TILC earned from services provided to TRIP Holdings has been eliminated for the twelve months ended December 31, 2011 and 2010.
Sales of railcars to TRIP Leasing and related gains for the years ended December 31, 2011, 2010, and 2009 are as follows:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(in millions) | ||||||||||||
Rail Group: |
||||||||||||
Sales of railcars to TRIP Leasing |
$ | — | $ | — | $ | 113.0 | ||||||
Gain on sales of railcars to TRIP Leasing |
$ | — | $ | — | $ | 11.2 | ||||||
Deferral of gain on sales of railcars to TRIP Leasing based on Trinity’s equity interest |
$ | — | $ | — | $ | 2.8 | ||||||
TILC: |
||||||||||||
Sales of railcars to TRIP Leasing: |
||||||||||||
Railcars owned one year or less at the time of sale |
$ | — | $ | — | $ | 39.4 | ||||||
Railcars owned for more than one year at the time of sale |
— | — | 144.4 | |||||||||
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|
|||||||
$ | — | $ | — | $ | 183.8 | |||||||
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|
|||||||
Recognition of previously deferred gain on sales of railcars to TRIP Leasing |
$ | — | $ | — | $ | 30.3 | ||||||
Deferral of gain on sales of railcars to TRIP Leasing based on Trinity’s equity interest |
$ | — | $ | — | $ | 7.6 |
In July 2011, Trinity entered into agreements with an equity investor of TRIP Holdings potentially requiring Trinity, under certain limited circumstances, to acquire from the equity investor an additional 16.3% equity ownership in TRIP Holdings if the option is exercised to its fullest extent. Under the agreement, if exercised, Trinity would be required to pay the equity investor an amount equal to 90% of the equity investor’s net investment in TRIP Holdings. Similarly, at its option, Trinity, under certain limited circumstances, may acquire all of the equity investor’s equity ownership in TRIP Holdings at an amount equal to 100% of the equity investor’s net investment in TRIP Holdings. The agreements expire in July 2014. The fair value of these agreements was recorded in the accompanying consolidated statement of operations as an expense of $2.4 million for the year ended December 31, 2011. See Note 3 Fair Value Accounting and Note 12 Other, Net.
Administrative fees paid to TILC by TRIP Holdings and subsidiaries for the years ended December 31, 2011, 2010, and 2009 were $4.3 million, $3.7 million, and $4.5 million, respectively.
|
Note 7. Derivative Instruments
We use derivative instruments to mitigate the impact of changes in interest rates and pricing for zinc, natural gas, and diesel fuel prices, as well as to convert a portion of our variable-rate debt to fixed-rate debt. Additionally, we use derivative instruments to mitigate the impact of unfavorable fluctuations in foreign currency exchange rates. We also use derivatives to lock in fixed interest rates in anticipation of future debt issuances. For derivative instruments designated as hedges, the Company formally documents the relationship between the derivative instrument and the hedged item, as well as the risk management objective and strategy for the use of the derivative instrument. This documentation includes linking the derivatives that are designated as fair value or cash flow hedges to specific assets or liabilities on the balance sheet, commitments, or forecasted transactions. At the time a derivative instrument is entered into, and at least quarterly thereafter, the Company assesses whether the derivative instrument is effective in offsetting the changes in fair value or cash flows of the hedged item. Any change in fair value resulting in ineffectiveness, as defined by accounting standards issued by the FASB, is recognized in current period earnings. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is recorded in AOCL as a separate component of stockholders’ equity and reclassified into earnings in the period during which the hedge transaction affects earnings. Trinity monitors its derivative positions and the credit ratings of its counterparties and does not anticipate losses due to counterparties’ non-performance. See Note 3 Fair Value Accounting for discussion of how the Company valued its commodity hedges and interest rate swaps at December 31, 2011.
Interest rate hedges
Included in accompanying
balance sheet at December 31, 2011 |
||||||||||||||||||||
Notional Amount |
Interest Rate(1) |
Liability | AOCL
— loss/ (income) |
Noncontrolling Interest |
||||||||||||||||
(in millions, except %) | ||||||||||||||||||||
Interest rate locks: |
||||||||||||||||||||
2005-2006 |
$ | 200.0 | 4.87 | % | — | $ | (2.3 | ) | — | |||||||||||
2006-2007 |
$ | 370.0 | 5.34 | % | — | $ | 10.6 | — | ||||||||||||
TRIP Holdings (2) |
$ | 788.5 | 3.60 | % | — | $ | 23.4 | $ | 17.5 | |||||||||||
Interest rate swaps: |
||||||||||||||||||||
TRIP Rail Master Funding secured railcar equipment notes |
$ | 89.5 | 2.62 | % | $ | 4.8 | $ | 2.7 | $ | 2.0 | ||||||||||
2008 debt issuance |
$ | 474.7 | 4.13 | % | $ | 48.9 | $ | 46.7 | — |
(1) Weighted average fixed interest rate
(2) Previously classified with interest rate swaps
Effect on interest expense –increase/(decrease) |
||||||||||||||||
Year Ended December 31, | Expected
effect during next twelve months (1) |
|||||||||||||||
2011 | 2010 | 2009 | ||||||||||||||
(in millions) | ||||||||||||||||
Interest rate locks: |
||||||||||||||||
2005-2006 |
$ | (0.4 | ) | $ | (0.4 | ) | $ | (0.4 | ) | $ | (0.3 | ) | ||||
2006-2007 |
$ | 3.5 | $ | 3.8 | $ | 4.0 | $ | 3.4 | ||||||||
TRIP Holdings (2) |
$ | 17.4 | $ | 29.3 | — | $ | 6.0 | |||||||||
Interest rate swaps: |
||||||||||||||||
TILC warehouse |
— | $ | 0.5 | $ | 2.9 | — | ||||||||||
TRIP Rail Master Funding secured railcar equipment notes |
$ | 1.1 | — | — | $ | 1.7 | ||||||||||
2008 debt issuance |
$ | 19.6 | $ | 19.7 | $ | 21.6 | $ | 17.0 |
(1) Based on fair value as of December 31, 2011
(2) Previously classified with interest rate swaps
During 2005 and 2006, we entered into interest rate swap transactions in anticipation of a future debt issuance. These instruments, with a notional amount of $200 million, fixed the interest rate on a portion of a future debt issuance associated with a railcar leasing transaction in 2006 and settled at maturity in the first quarter of 2006. These interest rate swaps were being accounted for as cash flow hedges with changes in the fair value of the instruments of $4.5 million in income recorded in AOCL through the date the related debt issuance closed in May 2006. The balance is being amortized over the term of the related debt. The effect on interest expense is due to amortization of the AOCL balance.
In anticipation of a future debt issuance, we entered into interest rate swap transactions during the fourth quarter of 2006 and during 2007. These instruments, with a notional amount of $370 million, hedged the interest rate on a portion of a future debt issuance associated with an anticipated railcar leasing transaction, which closed in May 2008. These instruments settled during the second quarter of 2008 and were accounted for as cash flow hedges with changes in the fair value of the instruments of $24.5 million recorded as a loss in AOCL through the date the related debt issuance closed in May 2008. The balance is being amortized over the term of the related debt. The effect on interest expense is due to amortization of the AOCL balance.
During 2008, we entered into interest rate swap transactions, with a notional amount of $200 million, which were being used to hedge our exposure to changes in the variable interest rate associated with our TILC warehouse facility. The effect on interest expense included the mark to market valuation on the interest rate swap transactions and monthly interest settlements. These interest rate hedges expired during the fourth quarter of 2010.
In May 2008, we entered into an interest rate swap transaction that is being used to fix the LIBOR component of the debt issuance which closed in May 2008. The effect on interest expense results primarily from monthly interest settlements. In 2009, $1.0 million in unrealized derivative losses were reclassified from AOCL to interest expense that was related to a partial retirement of the debt issuance in the fourth quarter of 2009.
Between 2007 and 2009, TRIP Holdings, as required by its warehouse loan agreement, entered into interest rate swap transactions, all of which qualified as cash flow hedges, to reduce the effect of changes in variable interest rates. In July 2011, these interest rate hedges were terminated in connection with the refinancing of the TRIP Warehouse Loan. Balances included in AOCL at the date the hedges were terminated are being amortized over the expected life of the new debt with $6.0 million of additional interest expense expected to be recognized during the next twelve months following December 31, 2011. Also in July 2011, TRIP Holdings’ wholly-owned subsidiary, TRIP Rail Master Funding, entered into an interest rate swap transaction with a notional amount of $94.1 million to reduce the effect of changes in variable interest rates associated with the Class A-1b secured railcar equipment notes.
See Note 11 Debt for a discussion of the related debt instruments.
Other Derivatives
Effect on operating income — increase/(decrease) |
||||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(in millions) | ||||||||||||
Fuel hedges (1) |
||||||||||||
Effect of mark to market valuation |
$ | 0.0 | $ | 0.0 | $ | (0.3 | ) | |||||
Settlements |
0.4 | (0.1 | ) | (1.2 | ) | |||||||
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$ | 0.4 | $ | (0.1 | ) | $ | (1.5 | ) | |||||
Foreign exchange hedges (2) |
$ | 0.1 | $ | (0.9 | ) | $ | (1.9 | ) |
(1) Included in cost of revenues in the accompanying consolidated statement of operations
(2) Included in other, net in the accompanying consolidated statement of operations
Natural gas and diesel fuel
We maintain a program to mitigate the impact of fluctuations in the price of natural gas and diesel fuel purchases. The intent of the program is to protect our operating profit from adverse price changes by entering into derivative instruments. For those instruments that do not qualify for hedge accounting treatment, any changes in their valuation are recorded directly to the consolidated statement of operations. The amount recorded in the consolidated balance sheets as of December 31, 2011 and 2010 for these instruments was not significant.
Foreign exchange hedge
We enter into foreign exchange hedges to mitigate the impact on operating profit of unfavorable fluctuations in foreign currency exchange rates. These instruments are short term with quarterly maturities and no remaining balance in AOCL as of December 31, 2011 and 2010.
Zinc
We maintain a program to mitigate the impact of fluctuations in the price of zinc purchases. The intent of this program is to protect our operating profit from adverse price changes by entering into derivative instruments. The effect of these derivative instruments on the consolidated financial statements for the years ended December 31, 2011, 2010 and 2009 was not significant.
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Note 8. Property, Plant, and Equipment
The following table summarizes the components of property, plant, and equipment as of December 31, 2011 and 2010.
December 31, 2011 |
December 31, 2010 |
|||||||
(in millions) | ||||||||
Manufacturing/Corporate: |
||||||||
Land |
$ | 41.6 | $ | 40.9 | ||||
Buildings and improvements |
429.7 | 418.4 | ||||||
Machinery and other |
758.7 | 699.7 | ||||||
Construction in progress |
12.8 | 9.7 | ||||||
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1,242.8 | 1,168.7 | |||||||
Less accumulated depreciation |
(732.8 | ) | (677.3 | ) | ||||
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510.0 | 491.4 | |||||||
Leasing: |
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Wholly-owned subsidiaries: |
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Machinery and other |
9.6 | 38.2 | ||||||
Equipment on lease |
3,429.3 | 3,249.8 | ||||||
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3,438.9 | 3,288.0 | |||||||
Less accumulated depreciation |
(372.9 | ) | (322.6 | ) | ||||
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|
|||||
3,066.0 | 2,965.4 | |||||||
TRIP Holdings: |
||||||||
Equipment on lease |
1,257.7 | 1,282.1 | ||||||
Less accumulated depreciation |
(122.7 | ) | (90.3 | ) | ||||
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1,135.0 | 1,191.8 | |||||||
Net deferred profit on railcars sold to the Leasing Group |
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Sold to wholly-owned subsidiaries |
(344.5 | ) | (340.4 | ) | ||||
Sold to TRIP Holdings |
(187.0 | ) | (196.2 | ) | ||||
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|
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$ | 4,179.5 | $ | 4,112.0 | |||||
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We lease certain equipment and facilities under operating leases. Future minimum rent expense on non-Leasing Group leases in each year is (in millions): 2012 — $4.3; 2013 — $2.4; 2014 — $1.7; 2015 — $1.3; 2016 — $1.0; and $1.9 thereafter. See Note 5 Railcar Leasing and Management Services Group for information related to the lease agreements, future operating lease obligations, and future minimum rent expense associated with the Leasing Group.
We did not capitalize any interest expense as part of the construction of facilities and equipment during 2011 or 2010.
In May 2011 and May 2010, the Company’s inland barge manufacturing facilities in Missouri and Tennessee, respectively, experienced floods resulting in significant damages to Trinity’s property and temporary disruptions of its production activities. The Company is insured against losses due to property damage and business interruption subject to certain deductibles. With respect to the Missouri flood, Trinity received $35 million in payments from its insurance carriers of which $22.7 million pertained to the replacement of or repairs to damaged property, plant, and equipment with a net book value of $5.7 million, with the remainder pertaining primarily to the reimbursement of flood-related expenses and lost production. Accordingly, the Company recognized a gain of $17.0 million in the fourth quarter of 2011 from the disposition of flood-damaged property, plant, and equipment. With respect to the Tennessee flood, Trinity received $27.5 million in payments from its insurance carrier of which $12.6 million pertained to the replacement of or repairs to damaged property, plant, and equipment with a net book value of $2.3 million, with the remainder pertaining primarily to the reimbursement of flood-related expenses. Accordingly, the Company recognized a gain of $9.7 million in 2010 and $0.6 million in 2011 from the disposition of flood-damaged property, plant, and equipment.
We estimate the fair market value of properties no longer in use or held for sale based on the location and condition of the properties, the fair market value of similar properties in the area, and the Company’s experience selling similar properties in the past. As of December 31, 2011, the Company had non-operating plants with a net book value of $4.3 million. Our estimated fair value of these assets exceeds their book value.
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Note 9. Goodwill
Goodwill by segment is as follows:
December 31, 2011 |
December 31, 2010 |
|||||||
(in millions) | ||||||||
Rail Group |
$ | 122.5 | $ | 122.5 | ||||
Construction Products Group |
90.7 | 62.4 | ||||||
Energy Equipment Group |
10.9 | 10.9 | ||||||
Railcar Leasing and Management Services Group |
1.8 | 1.8 | ||||||
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$ | 225.9 | $ | 197.6 | |||||
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As of December 31, 2011 and 2010, the Company’s annual impairment test of goodwill was completed at the reporting unit level and no additional impairment charges were determined to be necessary.
The net increase in the Construction Products Group goodwill as of December 31, 2011 over the same period last year is due to 2011 acquisitions and divestitures. See Note 2 Acquisitions and Divestitures.
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Note 10. Warranties
The changes in the accruals for warranties for the years ended December 31, 2011, 2010, and 2009 are as follows:
December 31, 2011 |
December 31, 2010 |
December 31, 2009 |
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(in millions) | ||||||||||||
Beginning balance |
$ | 13.2 | $ | 19.6 | $ | 25.7 | ||||||
Warranty costs incurred |
(6.3 | ) | (5.7 | ) | (8.6 | ) | ||||||
Warranty originations and revisions |
9.1 | 1.9 | 9.8 | |||||||||
Warranty expirations |
(2.5 | ) | (2.6 | ) | (7.3 | ) | ||||||
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Ending balance |
$ | 13.5 | $ | 13.2 | $ | 19.6 | ||||||
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Note 11. Debt
The following table summarizes the components of debt as of December 31, 2011 and 2010.
December 31, 2011 |
December 31, 2010 |
|||||||
(in millions) | ||||||||
Manufacturing/Corporate — Recourse: |
||||||||
Revolving credit facility |
$ | — | $ | — | ||||
Convertible subordinated notes |
450.0 | 450.0 | ||||||
Less: unamortized discount |
(99.8 | ) | (111.1 | ) | ||||
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350.2 | 338.9 | |||||||
Other |
4.2 | 2.8 | ||||||
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354.4 | 341.7 | |||||||
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Leasing — Recourse: |
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Capital lease obligations |
48.6 | 51.2 | ||||||
Term loan |
54.7 | 57.4 | ||||||
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|
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457.7 | 450.3 | |||||||
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Leasing — Non-recourse: |
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2006 secured railcar equipment notes |
269.3 | 283.2 | ||||||
Promissory notes |
465.5 | 493.8 | ||||||
2009 secured railcar equipment notes |
218.4 | 229.2 | ||||||
2010 secured railcar equipment notes |
354.3 | 367.1 | ||||||
TILC warehouse facility |
308.5 | 80.2 | ||||||
TRIP Holdings senior secured notes: |
||||||||
Total outstanding |
170.0 | — | ||||||
Less: owned by Trinity |
(108.8 | ) | — | |||||
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61.2 | — | |||||||
TRIP Master Funding secured railcar equipment notes |
840.0 | — | ||||||
TRIP warehouse loan |
— | 1,003.9 | ||||||
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|
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2,517.2 | 2,457.4 | |||||||
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Total debt |
$ | 2,974.9 | $ | 2,907.7 | ||||
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On October 20, 2011, we amended and extended our $425.0 million unsecured revolving credit facility for an additional four years and it now matures on October 20, 2016. As of December 31, 2011, we had letters of credit issued under our revolving credit facility in an aggregate principal amount of $74.1 million, leaving $350.9 million available for borrowing. Other than with respect to such letters of credit, there were no borrowings under our revolving credit facility as of December 31, 2011, or for the twelve month period then ended. Of the outstanding letters of credit as of December 31, 2011, a total of $69.2 million is expected to expire in 2012 and the remainder in 2013. The majority of our letters of credit obligations supports the Company's various insurance programs and generally renews each year. Trinity’s revolving credit facility requires maintenance of ratios related to interest coverage for the leasing and manufacturing operations and leverage. Borrowings under the amended credit facility bear interest at Libor plus 150.0 basis points or prime plus 50.0 basis points. As of December 31, 2011, we were in compliance with all such financial covenants.
The Company’s $450.0 million of Convertible Subordinated Notes due 2036 (“Convertible Subordinated Notes”) bear an interest rate of 3 7/8% per annum on the principal amount payable semi-annually in arrears on June 1 and December 1 of each year. In addition, commencing with the six-month period beginning June 1, 2018, and for each six-month period thereafter, we will pay contingent interest to the holders of the Convertible Subordinated Notes under certain circumstances. The Convertible Subordinated Notes mature on June 1, 2036, unless redeemed, repurchased, or converted earlier. We may not redeem the Convertible Subordinated Notes before June 1, 2018. On or after that date, we may redeem all or part of the Convertible Subordinated Notes for cash at 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest (including any contingent interest) up to, but excluding, the redemption date. Holders of the Convertible Subordinated Notes may require us to purchase all or a portion of their notes on June 1, 2018 or upon a fundamental change. In each case, the Convertible Subordinated Notes would be purchased for cash at a price equal to 100% of the principal amount of the notes to be purchased plus any accrued and unpaid interest (including any contingent interest) to, but excluding, the purchase date.
The convertible subordinated notes are recorded net of unamortized discount to reflect their underlying economics by capturing the value of the conversion option as borrowing costs. As of December 31, 2011 and 2010, capital in excess of par value included $92.8 million related to the estimated value of the Convertible Subordinated Notes’ conversion options, in accordance with ASC 470-20. Debt discount recorded in the consolidated balance sheet is being amortized through June 1, 2018 to yield an effective annual interest rate of 8.42% based upon the estimated market interest rate for comparable non-convertible debt as of the issuance date of the Convertible Subordinated Notes. Total interest expense recognized on the Convertible Subordinated Notes for the years ended December 31, 2011, 2010, and 2009, is as follows:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(in millions) | ||||||||||||
Coupon rate interest |
$ | 17.4 | $ | 17.4 | $ | 17.4 | ||||||
Amortized debt discount |
11.3 | 10.5 | 9.6 | |||||||||
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$ | 28.7 | $ | 27.9 | $ | 27.0 | |||||||
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At December 31, 2011, the Convertible Subordinated Notes were convertible at a price of $51.41 per share resulting in 8,753,161 issuable shares. As of December 31, 2011, if the Convertible Subordinated Notes had been converted, no shares would have been issued since the trading price of the Company’s common stock was below the conversion price of the Convertible Subordinated Notes. The Company has not entered into any derivatives transactions associated with these notes.
In May 2006, Trinity Rail Leasing V, L.P., a limited partnership (“TRL V”) and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC issued $355.0 million in aggregate principal amount of Secured Railcar Equipment Notes, Series 2006-1A (the “2006 Secured Railcar Equipment Notes”), of which $269.3 million was outstanding as of December 31, 2011. The 2006 Secured Railcar Equipment Notes were issued pursuant to a Master Indenture, dated May 24, 2006, between TRL V and Wilmington Trust Company, as indenture trustee. The 2006 Secured Railcar Equipment Notes bear interest at a fixed rate of 5.9% per annum, are payable monthly, and have a final maturity of May 14, 2036. The 2006 Secured Railcar Equipment Notes are obligations of TRL V and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL V.
In May 2008, Trinity Rail Leasing VI LLC, a Delaware limited liability company (“TRL VI”), a limited purpose, indirect wholly-owned subsidiary of Trinity, issued $572.2 million of 30-year promissory notes (the “Promissory Notes”) to financial institutions, of which $465.5 million was outstanding as of December 31, 2011. The Promissory Notes are secured by a portfolio of railcars and operating leases thereon, certain cash reserves and other assets acquired and owned by TRL VI. The Promissory Notes are obligations of TRL VI and are non-recourse to Trinity. TRL VI acquired the railcars securing the Promissory Notes by purchase from TILC and a subsidiary. The Promissory Notes bear interest at a floating rate of one-month LIBOR plus a margin of 1.50%. The LIBOR portion of the interest rate on the Promissory Notes is fixed at approximately 4.13% for the first seven years from the date of issuance of the Promissory Notes through interest rate swaps. The interest rate margin on the Promissory Notes will increase by 0.50% on each of the seventh and eighth anniversary dates of the issuance of the Promissory Notes, and by an additional 2.00% on the tenth anniversary date of the issuance of the Promissory Notes. The Promissory Notes may be prepaid at any time.
In November 2009, Trinity Rail Leasing VII LLC, a Delaware limited liability company (“TRL VII”), a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $238.3 million in aggregate principal amount of Secured Railcar Equipment Notes, Series 2009-1 (“the 2009 Secured Railcar Equipment Notes”), of which $218.4 million was outstanding as of December 31, 2011. The 2009 Secured Railcar Equipment Notes were issued pursuant to a Master Indenture, dated November 5, 2009 between TRL VII and Wilmington Trust Company, as indenture trustee. The 2009 Secured Railcar Equipment Notes bear interest at a fixed rate of 6.66% per annum, are payable monthly, and have a final maturity date of November 16, 2039. The 2009 Secured Railcar Equipment Notes are obligations of TRL VII and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL VII.
In October, 2010, Trinity Rail Leasing 2010 LLC, a Delaware limited liability company ("TRL 2010"), a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $369.2 million in aggregate principal amount of Secured Railcar Equipment Notes, Series 2010-1 (“2010 Secured Railcar Equipment Notes"), of which $354.3 million was outstanding as of December 31, 2011. The 2010 Secured Railcar Equipment Notes were issued pursuant to an Indenture, dated as of October 25, 2010 between TRL 2010 and Wilmington Trust Company, as indenture trustee. The 2010 Secured Railcar Equipment Notes bear interest at a fixed rate of 5.19%, are payable monthly, and have a stated final maturity date of October 16, 2040. The 2010 Secured Railcar Equipment Notes are obligations of TRL 2010 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL 2010.
The $475.0 million TILC warehouse loan facility, established to finance railcars owned by TILC, had $308.5 million outstanding and $166.5 million available as of December 31, 2011. The warehouse loan is a non-recourse obligation secured by a portfolio of railcars and operating leases, certain cash reserves, and other assets acquired and owned by the warehouse loan facility. The principal and interest of this indebtedness are paid from the cash flows of the underlying leases. Advances under the facility bear interest at a defined index rate plus a margin, for an all-in interest rate of 2.30% at December 31, 2011. In February 2011, the warehouse loan facility was renewed for an additional two years and now matures in February 2013. Amounts outstanding at maturity, absent renewal, will be payable in three installments in August 2013, February 2014, and August 2014.
In June 2007, TRIP Leasing entered into a $1.19 billion Warehouse Loan Agreement which contained a floating rate revolving facility (the “TRIP Warehouse Loan”). In July 2011, TRIP Holdings issued $175.0 million in Senior Secured Notes (the “TRIP Holdings Senior Secured Notes”) and TRIP Master Funding, a Delaware limited liability company and limited purpose, wholly-owned subsidiary of TRIP Holdings, issued $857.0 million in Secured Railcar Equipment Notes (the “TRIP Master Funding Secured Railcar Equipment Notes”). The proceeds from the TRIP Holdings Senior Secured Notes and the TRIP Master Funding Secured Railcar Equipment Notes were primarily used by TRIP Master Funding to purchase all of the railcar equipment owned by TRIP Leasing which, in turn, repaid the TRIP Warehouse Loan in full.
The TRIP Holdings Senior Secured Notes have a stated final maturity date of July 6, 2014 and bear interest at 8.00% payable quarterly with yield to call interest rates of 12.00% for redemptions or other prepayments on or prior to January 15, 2013 and 15.00% for redemptions or other prepayments after such date. The TRIP Holdings Senior Secured Notes are secured, among other things, by a pledge of each equity investor’s ownership interest in TRIP Holdings and certain distributions made to TRIP Holdings from TRIP Master Funding and are non-recourse to Trinity, TILC, TRIP Master Funding, and the other equity investors in TRIP Holdings. Trinity purchased $112.0 million of the TRIP Holdings Senior Secured Notes in July 2011.
The TRIP Master Funding Secured Railcar Equipment Notes were issued pursuant to an Indenture, dated July 6, 2011 between TRIP Master Funding and Wilmington Trust Company, as indenture trustee, with a final maturity date in July 2041. The TRIP Master Funding Secured Railcar Equipment Notes consist of three classes with the Class A-1a notes bearing interest at 4.37%, the Class A-1b notes bearing interest at Libor plus 2.50%, and the Class A-2 notes bearing interest at 6.02%, all payable monthly. The TRIP Master Funding Secured Railcar Equipment Notes are non-recourse to Trinity, TILC, and the other equity investors in TRIP Holdings and are secured by TRIP Master Funding’s portfolio of railcars and operating leases thereon, its cash reserves and all other assets owned by TRIP Master Funding. As of December 31, 2011, there were $211.1 million, $119.3 million, and $509.6 million of Class A-1a, Class A-1b, and of Class A-2 notes outstanding, respectively.
In 2009, the Company entered into a seven-year $61.0 million term loan agreement and capital lease obligations totaling $56.6 million. These new debt obligations are guaranteed by the Company and secured by railcar equipment and related leases.
In November 2010, the Company redeemed all of its $201.5 million unsecured 6 1/ 2% Senior Notes which were scheduled to mature in 2014 at a redemption price 102.167% of the principal amount, pursuant to the terms of the indenture. The Company incurred approximately $5.9 million in expenses related to the redemption which are included in Other Income and Expense in 2010.
The remaining principal payments under existing debt agreements as of December 31, 2011 are as follows:
2012 | 2013 | 2014 | 2015 | 2016 | Thereafter | |||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
Recourse: |
||||||||||||||||||||||||
Manufacturing/Corporate |
$ | 1.1 | $ | 1.2 | $ | 1.2 | $ | 0.2 | $ | 0.2 | $ | 450.3 | ||||||||||||
Leasing – capital lease obligations (Note 5) |
2.8 | 2.9 | 3.1 | 3.3 | 3.5 | 33.0 | ||||||||||||||||||
Leasing – term loan (Note 5) |
2.8 | 3.0 | 3.3 | 3.5 | 42.1 | — | ||||||||||||||||||
Non-recourse – leasing (Note 5): |
||||||||||||||||||||||||
2006 secured railcar equipment notes |
13.5 | 15.1 | 16.9 | 18.6 | 21.9 | 183.3 | ||||||||||||||||||
Promissory notes |
31.2 | 33.6 | 30.4 | 28.1 | 342.2 | — | ||||||||||||||||||
2009 secured railcar equipment notes |
9.2 | 10.2 | 9.9 | 9.6 | 6.5 | 173.0 | ||||||||||||||||||
2010 secured railcar equipment notes |
12.8 | 14.6 | 14.0 | 15.3 | 15.0 | 282.6 | ||||||||||||||||||
TILC warehouse facility |
9.4 | 8.5 | 4.6 | — | — | — | ||||||||||||||||||
TRIP Holdings senior secured notes |
||||||||||||||||||||||||
Total outstanding |
— | — | 170.0 | — | — | — | ||||||||||||||||||
Less: owned by Trinity |
— | — | (108.8 | ) | — | — | — | |||||||||||||||||
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61.2 | ||||||||||||||||||||||||
TRIP Master Funding secured railcar equipment notes |
41.0 | 41.1 | 40.2 | 35.9 | 29.4 | 652.4 | ||||||||||||||||||
Facility termination payments: |
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TILC warehouse facility |
— | 94.8 | 191.2 | — | — | — | ||||||||||||||||||
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|
|
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|
|||||||||||||
Total principal payments |
$ | 123.8 | $ | 225.0 | $ | 376.0 | $ | 114.5 | $ | 460.8 | $ | 1,774.6 | ||||||||||||
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Note 12. Other, Net
Other, net (income) expense consists of the following items:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(in millions) | ||||||||||||
Foreign currency exchange transactions |
$ | 3.1 | $ | — | $ | 2.2 | ||||||
Loss (gain) on equity investments |
(0.6 | ) | 1.7 | (6.5 | ) | |||||||
Costs related to redemption of Senior Notes |
— | 5.9 | — | |||||||||
Other |
1.5 | (0.8 | ) | (1.0 | ) | |||||||
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|
|
|||||||
Other, net |
$ | 4.0 | $ | 6.8 | $ | (5.3 | ) | |||||
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Other for the year ended December 31, 2011 includes $2.4 million in expense from the recognition of certain equity repurchase agreements with an investor in TRIP Holdings at fair value. See Note 3 Fair Value Accounting and Note 6 Investment in TRIP Holdings. Loss on equity investments for the year ended December 31, 2010 includes a $1.8 million loss on the write-down of the Company’s pre-acquisition investment in Quixote Corporation. See Note 2 Acquisitions and Divestitures. See Note 11 Debt for further explanation of the Senior Notes redemption. Gain on equity investments for 2009 includes a $3.7 million gain from the sale of an investment during the year ended December 31, 2009.
|
Note 13. Income Taxes
The components of the provision for income taxes from continuing operations are as follows:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(in millions) | ||||||||||||
Current: |
||||||||||||
Federal |
$ | 20.0 | $ | (22.2 | ) | $ | 5.8 | |||||
State |
5.5 | (2.0 | ) | 0.7 | ||||||||
Foreign |
5.4 | 5.0 | 7.9 | |||||||||
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|
|||||||
Total current |
30.9 | (19.2 | ) | 14.4 | ||||||||
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|
|||||||
Deferred: |
||||||||||||
Federal |
62.7 | 57.0 | (27.1 | ) | ||||||||
State |
1.2 | 3.4 | (3.5 | ) | ||||||||
Foreign |
(3.0 | ) | (0.3 | ) | 6.8 | |||||||
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|||||||
Total deferred |
60.9 | 60.1 | (23.8 | ) | ||||||||
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Provision |
$ | 91.8 | $ | 40.9 | $ | (9.4 | ) | |||||
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Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of deferred tax liabilities and assets are as follows:
December 31, | ||||||||
2011 | 2010 | |||||||
(in millions) | ||||||||
Deferred tax liabilities: |
||||||||
Depreciation, depletion, and amortization |
$ | 740.8 | $ | 667.3 | ||||
Derivatives |
14.5 | — | ||||||
Convertible debt |
88.4 | 80.9 | ||||||
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|
|||||
Total deferred tax liabilities |
843.7 | 748.2 | ||||||
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|
|||||
Deferred tax assets: |
||||||||
Workers compensation, pensions, and other benefits |
47.8 | 44.7 | ||||||
Warranties and reserves |
14.4 | 17.5 | ||||||
Equity items |
72.8 | 56.4 | ||||||
Tax loss carryforwards and credits |
234.9 | 224.3 | ||||||
Inventory |
11.1 | 7.6 | ||||||
Accrued liabilities and other |
4.7 | 1.6 | ||||||
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|
|||||
Total deferred tax assets |
385.7 | 352.1 | ||||||
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|
|||||
Net deferred tax liabilities before valuation allowance |
458.0 | 396.1 | ||||||
Valuation allowance |
19.3 | 19.9 | ||||||
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|
|||||
Net deferred tax liabilities before reserve for uncertain tax positions |
477.3 | 416.0 | ||||||
Deferred tax assets included in reserve for uncertain tax positions |
(42.6 | ) | (25.0 | ) | ||||
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|
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Adjusted net deferred tax liabilities |
$ | 434.7 | $ | 391.0 | ||||
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At December 31, 2011, the Company, excluding TRIP Holdings, had $124.2 million of Federal consolidated net operating loss carryforwards, after the estimated current year utilization of $42.9 million, and tax-effected $5.6 million of state loss carryforwards. TRIP Holdings had $383.3 million in Federal tax loss carryforwards at December 31, 2011. Because TRIP Holdings files a separate tax return from the Company, its tax loss carryforwards can only be used by TRIP Holdings and cannot be used to offset future taxable income of the Company. The Federal tax loss carryforwards are due to expire between 2024 and 2031. We expect TRIP Holdings to begin utilizing their tax loss carryforwards beginning in 2020. Our ability to utilize the tax loss carryforwards that were acquired as part of the Quixote acquisition against future taxable income is subject to restrictions under the Internal Revenue Code. We have established a valuation allowance for Federal, state, and foreign tax operating losses which may not be realizable.
Realization of deferred tax assets is dependent on generating sufficient taxable income in future periods. We have established valuation allowances against tax losses and credits that we will most likely be unable to utilize. We believe that it is more likely than not that we will be able to generate sufficient future taxable income to utilize the remaining deferred tax assets.
We are currently under two separate Internal Revenue Service (“IRS”) examination cycles for the years ended 2004 through 2005 and 2006 through 2008. Our statute of limitations therefore remains open from the year ended December 31, 2004 and forward. Our 2004-2005 exam cycle is currently under administrative appeal for certain unresolved issues. We expect this cycle to be effectively settled during the first or second quarter of 2012. Additionally, the 2006-2008 cycle is still in the examination level and thus, we are unable to determine how long these periods will remain open.
The 2003 tax year of one of our Mexican subsidiaries is still under review and thus its statute of limitations remains open. In addition, another Mexican subsidiary filed an amended return and thus, its 2005 statute remains open through July 2013. Statute of limitations of all of Mexican subsidiaries for 2006 and forward years remain open.
During the third quarter ended September 30, 2011, we effectively settled an audit of one of our Swiss subsidiaries which covered the years 2006 through 2009. There was no impact to the income statement as a result of the settlement.
Our various other European subsidiaries, including subsidiaries that were sold in 2006, are impacted by various statutes of limitations which are generally open from 2003 forward. An exception to this is our discontinued operations in Romania, which have been audited through 2004.
Generally, states’ statutes of limitations in the United States are open from 2002 forward due to the use of tax loss carryforwards in certain jurisdictions.
The provision for income taxes results in effective tax rates different from the statutory rates. The following is a reconciliation between the statutory United States Federal income tax rate and the Company’s effective income tax rate:
Year Ended December 31, |
||||||||||||
2011 | 2010 | 2009 | ||||||||||
Statutory rate |
35.0 | % | 35.0 | % | 35.0 | % | ||||||
State taxes |
2.1 | 3.3 | 1.9 | |||||||||
Impairment of goodwill |
— | — | (23.7 | ) | ||||||||
Changes in valuation allowances |
— | — | (6.5 | ) | ||||||||
Tax settlements |
— | 4.4 | — | |||||||||
Changes in tax reserves |
— | (9.6 | ) | — | ||||||||
Other, net |
1.6 | 2.0 | (0.3 | ) | ||||||||
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|||||||
Effective rate |
38.7 | % | 35.1 | % | 6.4 | % | ||||||
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Income (loss) from continuing operations before income taxes for the year ended December 31, 2011, 2010, and 2009 was $224.4 million, $113.7 million, and $(158.4) million, respectively, for United States operations, and $13.1 million, $2.9 million, and $11.5 million, respectively, for foreign operations. The Company has provided United States deferred income taxes on the un-repatriated earnings of its foreign operations. The Company has $37.8 million of foreign tax credit carryforwards which will expire between 2014 and 2021.
The change in unrecognized tax benefits for the years ended December 31, 2011 and 2010 were as follows:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(in millions) | ||||||||||||
Beginning balance |
$ | 36.8 | $ | 40.1 | $ | 32.9 | ||||||
Additions for tax positions related to the current year |
3.8 | 3.3 | 5.8 | |||||||||
Additions for tax positions of prior years |
16.4 | 9.3 | 7.5 | |||||||||
Reductions for tax positions of prior years |
(0.1 | ) | (5.6 | ) | (4.5 | ) | ||||||
Settlements |
(3.5 | ) | (9.5 | ) | (1.5 | ) | ||||||
Expirations of statute of limitations |
(0.9 | ) | (0.8 | ) | (0.1 | ) | ||||||
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|||||||
Ending balance |
$ | 52.5 | $ | 36.8 | $ | 40.1 | ||||||
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The additions for tax positions related to the current year in the amounts of $3.8 million and $3.3 million for the years ended December 31, 2011 and December 31, 2010, respectively, were amounts provided for tax positions previously taken in foreign jurisdictions and tax positions taken for Federal and state income tax purposes as well as deferred tax liabilities that have been reclassified to uncertain tax positions.
Additions for tax positions of prior years for the year ended December 31, 2011 and December 31, 2010 of $16.4 million and $9.3 million, respectively, are primarily due to Federal tax positions taken on prior year returns that have been proposed by the IRS but not previously reserved. These items are primarily timing differences and thus we would be allowed a future tax deduction. We have recorded a corresponding deferred tax asset for the future reduction of taxes related to these adjustments.
The reduction in tax positions of prior years of $0.1 million and $5.6 million for the years ended December 31, 2011 and December 31, 2010, respectively, was primarily related to state taxes.
Settlements during the year ended December 31, 2011 primarily relate to the audit of a Swiss subsidiary that resulted in the payment of $2.8 million of taxes and interest. Subsequent to the payment of the taxes, we applied for and received treaty relief from the Swiss tax authorities and received $1.8 million in tax refunds. The tax that was not refunded is creditable against future US income tax and thus is being carried as a deferred tax asset.
Settlements during the year ended December 31, 2010 related to a first quarter tax settlement of a 2002 Mexico tax issue of one of our subsidiaries and a third quarter settlement of the 1998-2002 IRS audit.
The total amount of unrecognized tax benefits including interest and penalties at December 31, 2011 and 2010, that would affect the Company’s effective tax rate if recognized was $19.4 million and $14.9 million, respectively. There is a reasonable possibility that unrecognized Federal and state tax benefits will decrease by December 31, 2012 due to a lapse in the statute of limitations for assessing tax. Amounts subject to a lapse in statute by December 31, 2012 total $2.5 million. Further, there is a reasonable possibility that the unrecognized Federal tax benefits will decrease by December 31, 2012 due to settlements with taxing authorities. Amounts expected to settle by December 31, 2012 total $3.3 million.
Trinity accounts for interest expense and penalties related to income tax issues as income tax expense. Accordingly, interest expense and penalties associated with an uncertain tax position are included in the income tax provision. The total amount of accrued interest and penalties as of December 31, 2011 and 2010 was $13.3 million and $11.2 million, respectively. Income tax expense for the years ended December 31, 2011 and 2010 included an increase to income tax expense of $2.1 million and reduction in income tax expense of $4.8 million, respectively, in interest expense and penalties related to uncertain tax positions.
|
Note 14. Employee Retirement Plans
The Company sponsors defined benefit plans and defined contribution profit sharing plans which provide retirement income and death benefits for eligible employees. The annual measurement date of the benefit obligations, fair value of plan assets, and funded status is December 31.
Actuarial Assumptions
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
Assumptions used to determine benefit obligations at the annual measurement date were: |
||||||||||||
Obligation discount rate |
5.40 | % | 5.90 | % | 6.10 | % | ||||||
Compensation increase rate |
3.00 | % | 3.00 | % | 3.00 | % | ||||||
Assumptions used to determine net periodic benefit costs were: |
||||||||||||
Obligation discount rate |
5.90 | % | 6.10 | % | 6.50 | % | ||||||
Long-term rate of return on plan assets |
7.75 | % | 7.75 | % | 7.75 | % | ||||||
Compensation increase rate |
3.00 | % | 3.00 | % | 4.00 | % |
The obligation discount rate assumption is determined by deriving a single discount rate from a theoretical settlement portfolio of high quality corporate bonds sufficient to provide for the plans’ projected benefit payments. The expected long-term rate of return on plan assets is an assumption reflecting the anticipated weighted average rate of earnings on the portfolio over the long-term. To arrive at this rate, we developed estimates based upon the anticipated performance of the assets in its portfolio. The compensation increase rate pertains solely to the pension plan of the Company’s Inland Barge segment as the accrued benefits of the Company’s remaining pension plans were frozen in 2009.
Components of Net Retirement Cost
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(in millions) | ||||||||||||
Expense Components |
||||||||||||
Service cost |
$ | 0.8 | $ | 0.9 | $ | 3.0 | ||||||
Interest |
19.6 | 18.7 | 19.7 | |||||||||
Expected return on plan assets |
(22.8 | ) | (20.1 | ) | (15.7 | ) | ||||||
Amortization and deferral: |
||||||||||||
Actuarial loss |
1.8 | 1.9 | 4.2 | |||||||||
Prior service cost |
0.1 | 0.1 | 0.1 | |||||||||
Other |
— | 0.2 | (0.4 | ) | ||||||||
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|
|
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|
|||||||
Defined benefit expense |
(0.5 | ) | 1.7 | 10.9 | ||||||||
Profit sharing |
9.3 | 8.3 | 7.6 | |||||||||
|
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|
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|
|||||||
Net expense |
$ | 8.8 | $ | 10.0 | $ | 18.5 | ||||||
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Obligations and Funded Status
Year Ended December 31, | ||||||||
2011 | 2010 | |||||||
(in millions) | ||||||||
Accumulated Benefit Obligations |
$ | 364.8 | $ | 335.7 | ||||
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|
|||||
Projected Benefit Obligations: |
||||||||
Beginning of year |
$ | 335.8 | $ | 326.1 | ||||
Service cost |
0.8 | 0.9 | ||||||
Interest |
19.6 | 18.7 | ||||||
Benefits paid |
(14.7 | ) | (12.9 | ) | ||||
Actuarial loss |
23.3 | 3.3 | ||||||
Amendments |
— | 0.2 | ||||||
Settlements |
— | (0.5 | ) | |||||
|
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|
|||||
End of year |
$ | 364.8 | $ | 335.8 | ||||
|
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|
|||||
Plans’ Assets: |
||||||||
Beginning of year |
$ | 291.1 | $ | 257.6 | ||||
Actual return on assets |
(1.2 | ) | 35.3 | |||||
Employer contributions |
15.4 | 11.6 | ||||||
Benefits paid |
(14.7 | ) | (12.9 | ) | ||||
Settlements |
— | (0.5 | ) | |||||
|
|
|||||||
End of year |
$ | 290.6 | $ | 291.1 | ||||
|
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|
|||||
Consolidated Balance Sheet Components: |
||||||||
Funded status |
$ | (74.2 | ) | $ | (44.7 | ) | ||
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The unfunded status of the plans of $74.2 million and $44.7 million at December 31, 2011 and 2010, respectively, was recognized in the accompanying balance sheets as accrued pension liability and included in Accrued Liabilities. No plan assets are expected to be returned to us during the year ending December 31, 2012.
Amounts Recognized in Other Comprehensive Income (Loss)
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(in millions) | ||||||||||||
Actuarial gain (loss) |
$ | (47.3 | ) | $ | 11.9 | $ | 18.7 | |||||
Amortization of actuarial loss |
1.7 | 1.9 | 4.2 | |||||||||
Amortization of prior service cost |
0.1 | 0.1 | 0.1 | |||||||||
Other |
— | (0.2 | ) | — | ||||||||
Curtailments |
— | — | 33.5 | |||||||||
Settlements |
— | 0.2 | — | |||||||||
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|||||||
Total before income taxes |
(45.5 | ) | 13.9 | 56.5 | ||||||||
Income tax expense (benefit) |
(16.9 | ) | 5.2 | 20.9 | ||||||||
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|
|||||||
Net amount recognized in other comprehensive income (loss) |
$ | (28.6 | ) | $ | 8.7 | $ | 35.6 | |||||
|
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|
|
|
|
Included in AOCL at December 31, 2011 were the following amounts that have not been recognized in net periodic pension cost: prior service cost of $0.3 million ($0.2 million net of related income taxes) and unrecognized actuarial losses of $112.1 million ($70.5 million net of related income taxes).
Actuarial loss included in AOCL and expected to be recognized in net periodic pension cost for the year ended December 31, 2012 is $3.4 million ($2.2 million net of related income taxes).
Plan Assets
The estimated fair value of plan assets at year end 2011 and 2010, indicating input levels used to determine fair value, and the range of target asset allocations are as follows:
Target Allocation |
December 31, 2011 |
December 31, 2010 |
||||||||||
Cash and cash equivalents |
3 | % | 1 | % | ||||||||
Equity securities |
55-65 | % | 66 | 68 | ||||||||
Debt securities |
35-45 | % | 31 | 31 | ||||||||
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Total |
100 | % | 100 | % | ||||||||
|
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|
Fair Value Measurement as of December 31, 2011 |
||||||||||||||||
(in millions) | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Temporary cash investments |
$ | 9.7 | $ | — | $ | — | $ | 9.7 | ||||||||
Common trust funds |
— | 207.4 | — | 207.4 | ||||||||||||
Registered investment companies |
73.5 | — | — | 73.5 | ||||||||||||
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$ | 83.2 | $ | 207.4 | $ | — | $ | 290.6 | |||||||||
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Fair Value Measurement as of December 31, 2010 |
||||||||||||||||
(in millions) | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Temporary cash investments |
$ | 3.5 | $ | — | $ | — | $ | 3.5 | ||||||||
Common trust funds |
— | 210.3 | — | 210.3 | ||||||||||||
Registered investment companies |
71.7 | — | — | 71.7 | ||||||||||||
Corporate stock |
2.9 | — | — | 2.9 | ||||||||||||
Corporate bonds |
2.0 | — | — | 2.0 | ||||||||||||
U.S. government obligations |
0.7 | — | — | 0.7 | ||||||||||||
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|||||||||
$ | 80.8 | $ | 210.3 | $ | — | $ | 291.1 | |||||||||
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The Company’s pension investment strategies have been developed as part of a comprehensive asset/liability management process that considers the relationship between both the assets and liabilities of the plans. These strategies consider not only the expected risk and returns on plan assets, but also the actuarial projections of liabilities, projected contributions, and funded status. The equity allocation is heavily weighted toward domestic large capitalized companies. There is also a lesser exposure to domestic small/mid cap companies, as well as international equities. The fixed income allocation is equally split between a limited duration portfolio and a core plus portfolio that has a duration in-line with published bond indices. This asset mix is designed to meet the longer-term obligations of the plan as projected by actuarial studies.
The principal pension investment strategies include asset allocation and active asset management. The range of target asset allocations has been determined after giving consideration to the expected returns of each asset category, the expected performance of each asset category, the volatility of the asset returns over time, and the complementary nature of the asset mix within the portfolio. Each asset category is managed by external money managers with the objective of generating returns that exceed market-based benchmarks.
The pension plan assets are valued at fair value. The following is a description of the valuation methodologies used in determining fair value, including the general classification of such instruments pursuant to the valuation hierarchy as described further in Note 3 Fair Value Accounting.
Temporary cash investments — These investments consist of U.S. dollars held in master trust accounts with the trustee. These temporary cash investments are classified as Level 1 instruments.
Common trust funds — Common trust funds are comprised of shares or units in commingled funds that are not publicly traded. The underlying assets in these funds are publicly traded on exchanges and price quotes for the assets held by these funds are readily available. Holdings of common trust funds are classified as Level 2 investments.
Registered investment companies — Registered investment companies are mutual funds registered with the Securities and Exchange Commission. Mutual fund shares are traded actively on public exchanges. The share prices for mutual funds are published at the close of each business day. Holdings of mutual funds are classified as Level 1 investments.
Corporate stock — This investment category consists of stock issued by U.S. companies traded actively on exchanges. Price quotes for these shares are readily available. Holdings of corporate stock are classified as Level 1 investments.
Corporate bonds — Corporate bonds consist of fixed income securities of U.S. and non-U.S. corporations. These assets are valued using quoted prices in active markets. Corporate bonds are classified as Level 1 investments.
U.S. government obligations — U.S government obligations consist of fixed income securities issued directly by the U.S. Treasury or by government-sponsored enterprises. These assets are valued using quoted prices in active markets. U.S. government obligations are classified as Level 1 investments.
Cash Flows
Employer contributions for the year ending December 31, 2012 are expected to be $17.3 million for the defined benefit plans compared to $15.4 million contributed during 2011. Employer contributions to the 401(k) plans and the Supplemental Profit Sharing Plan for the year ending December 31, 2012 are expected to be $9.3 million compared to $8.2 million, $7.9 million, and $7.4 million during 2011, 2010, and 2009, respectively.
Benefit payments expected to be paid during the next ten years are as follows:
Amounts | ||||
(in millions) | ||||
2012 |
$ | 14.7 | ||
2013 |
15.7 | |||
2014 |
16.8 | |||
2015 |
18.0 | |||
2016 |
19.3 | |||
2017-2021 |
116.1 |
During the first quarter of 2009, the Company amended its Supplemental Retirement Plan (the “Supplemental Plan”) to reduce future retirement plan costs. This amendment provides that all benefit accruals under the Supplemental Plan cease effective March 31, 2009, and the Supplemental Plan was frozen as of that date. In addition, the Company amended the Trinity Industries, Inc. Standard Pension Plan (the “Pension Plan”). This amendment was designed to reduce future pension costs and provides that, effective March 31, 2009, all future benefit accruals under the Pension Plan automatically ceased for all participants, and the accrued benefits under the Pension Plan were determined and frozen as of that date. Accordingly, as a result of these amendments, the accrued pension liability was reduced by $44.1 million with an offsetting reduction in funded status of pension liability included in AOCL.
Participants in the Pension Plan are now eligible to receive future retirement benefits through a company-funded annual retirement contribution provided through the Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates. The contribution ranges from one to three percent of eligible compensation based on service. Both the annual retirement contribution and the company matching contribution are discretionary, requiring board approval, and are made annually with the investment of the funds directed by the participants.
|
Note 15. Accumulated Other Comprehensive Loss
Comprehensive net income (loss) is as follows:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(in millions) | ||||||||||||
Net income (loss) attributable to Trinity Industries, Inc. |
$ | 142.2 | $ | 67.4 | $ | (137.7 | ) | |||||
Other comprehensive income (loss): |
||||||||||||
Change in funded status of pension liability, net of tax expense (benefit) of $(16.9), $5.2, and $20.9 |
(28.6 | ) | 8.7 | 35.6 | ||||||||
Change in unrealized (loss) gain on derivative financial instruments, net of tax (benefit) expense of $0.4, $(2.6), and $14.2 |
0.1 | (7.3 | ) | 27.8 | ||||||||
Other changes, net of tax benefit of $—, 0.7, and (0.0) |
— | 1.1 | (0.1 | ) | ||||||||
|
|
|
|
|
|
|||||||
Comprehensive net income (loss) attributable to Trinity Industries, Inc. |
$ | 113.7 | $ | 69.9 | $ | (74.4 | ) | |||||
|
|
|
|
|
|
The components of accumulated other comprehensive loss are as follows:
December 31, 2011 |
December 31, 2010 |
|||||||
(in millions) | ||||||||
Currency translation adjustments, net of tax benefit of $(0.2) and $(0.2) |
$ | (17.1 | ) | $ | (17.1 | ) | ||
Funded status of pension liability, net of tax benefit of $(41.7) and $(24.8) |
(70.7 | ) | (42.1 | ) | ||||
Unrealized loss on derivative financial instruments, net of tax benefit of $(34.9) and $(21.4) |
(46.2 | ) | (36.3 | ) | ||||
|
|
|
|
|||||
$ | (134.0 | ) | $ | (95.5 | ) | |||
|
|
|
|
See Note 7 Derivative Instruments for information on the reclassification of amounts in accumulated other comprehensive loss into earnings.
|
Note 16. Stock-Based Compensation
The Company’s 2004 Amended and Restated Stock Option and Incentive Plan (“the Plan”) provides for awarding 6,000,000 (adjusted for stock splits) shares of common stock plus (i) shares covered by forfeited, expired, and canceled options granted under prior plans; and (ii) shares tendered as full or partial payment for the purchase price of an award or to satisfy tax withholding obligations. At December 31, 2011, a total of 2,062,102 shares were available for issuance. The Plan provides for the granting of nonqualified and incentive stock options having maximum ten-year terms to purchase common stock at its market value on the award date; stock appreciation rights based on common stock fair market values with settlement in common stock or cash; restricted stock awards; restricted stock units; and performance awards with settlement in common stock or cash on achievement of specific business objectives. Under previous plans, nonqualified and incentive stock options, restricted shares, and restricted stock units were granted at their fair market values. Options become exercisable in various percentages over periods ranging up to five years.
The cost of employee services received in exchange for awards of equity instruments are referred to as share-based payments and are based on the grant date fair-value of those awards. Stock-based compensation includes compensation expense, recognized over the applicable vesting periods, for both new share-based awards and share-based awards granted prior to, but not yet vested, as of January 1, 2006. The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of stock options granted to employees. Stock-based compensation totaled approximately $23.5 million, $15.7 million, and $13.5 million for the years ended December 31, 2011, 2010, and 2009, respectively.
The income tax benefit related to stock-based compensation expense was $10.0 million, $4.0 million, and $2.3 million for the years ended December 31, 2011, 2010, and 2009, respectively. The Company has presented excess tax benefits from the exercise of stock-based compensation awards as a financing activity in the consolidated statement of cash flows. No stock-based compensation costs were capitalized as part of the cost of an asset for the years ended December 31, 2011, 2010, and 2009.
Stock Options
Expense related to stock options issued to eligible employees under the Plan is recognized over their vesting period on a straight line basis. Stock options generally vest over 5 years and have contractual terms of 10 years.
Number of Shares |
Weighted- Average Exercise Price |
Weighted- Average Remaining Contractual Terms (Years) |
Aggregate Intrinsic Value |
|||||||||||||
(in millions) | ||||||||||||||||
Options outstanding at December 31, 2010 |
880,087 | $ | 16.35 | |||||||||||||
Granted |
— | — | ||||||||||||||
Exercised |
(226,571 | ) | $ | 16.51 | ||||||||||||
Cancelled |
— | — | ||||||||||||||
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|
|||||||||||||||
Options outstanding at December 31, 2011 |
653,516 | $ | 16.30 | 5.3 | $ | 9.0 | ||||||||||
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|
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Options exercisable: |
||||||||||||||||
December 31, 2010 |
449,587 | $ | 16.46 | 3.1 | $ | 4.6 | ||||||||||
December 31, 2011 |
223,016 | $ | 16.42 | 2.1 | $ | 3.0 |
At December 31, 2011, unrecognized compensation expense related to stock options was $0.4 million. At December 31, 2011, for unrecognized compensation expense related to stock options, the weighted average recognition period was 0.4 years. The intrinsic value of options exercised totaled approximately $3.6 million, $0.9 million, and $0.3 million during fiscal years 2011, 2010, and 2009, respectively.
Restricted Stock
Restricted share awards consist of restricted stock, restricted stock units, and performance units. Expense related to restricted stock and restricted stock units issued to eligible employees under the Plan is recognized ratably over the vesting period or to the date on which retirement eligibility is achieved, if shorter. Restricted stock and restricted stock units generally vest for periods ranging from one to fifteen years from the date of grant. Certain restricted stock and restricted stock units vest in their entirety upon the employee’s retirement from the Company, the employee’s reaching the age of 65 or when the employee’s age plus years of vested service equal 80. Restricted stock units issued to non-employee directors under the Plan vest on the grant date or on the first business day immediately preceding the next Annual Meeting of Stockholders. Performance units are amortized from their award date to the end of the performance period, generally either two or three years. Performance units are granted to employees based upon their target value however, depending upon the achievement of certain specified goals, may increase in value up to 200% of target. Certain performance awards provide that the Board of Directors has the right to disallow the granting of performance units for values in excess of target and, accordingly, no expense in excess of the target value is recognized for any units subject to such negative discretion. The performance units vest upon certification by the Human Resources Committee of the Board of Directors of the achievement of the specified performance goals.
Number of Restricted Share Awards |
Weighted Average Fair Value per Award |
|||||||
Restricted share awards outstanding at December 31, 2010 |
2,976,128 | $ | 24.79 | |||||
Granted |
925,140 | 34.21 | ||||||
Vested |
(745,147 | ) | 25.62 | |||||
Forfeited |
(93,460 | ) | 26.17 | |||||
|
|
|||||||
Restricted share awards outstanding at December 31, 2011 |
3,062,661 | $ | 27.39 | |||||
|
|
At December 31, 2011, unrecognized compensation expense related to restricted share awards totaled approximately $67.2 million which will be recognized over a weighted average period of 4.2 years. The total fair value of shares vested during fiscal years 2011, 2010, and 2009 was $23.3 million, $11.7 million, and $7.4 million, respectively. The weighted average fair value of restricted share awards granted during 2011, 2010, and 2009 was $34.21, $25.18 and $15.68 per share, respectively.
|
Note 17. Earnings Per Common Share
Basic net income attributable to Trinity Industries, Inc. per common share is computed by dividing net income attributable to Trinity remaining after allocation to unvested restricted shares by the weighted average number of basic common shares outstanding for the period. Except when the effect would be antidilutive, the calculation of diluted net income attributable to Trinity per common share includes the net impact of unvested restricted shares and shares that could be issued under outstanding stock options. Total weighted average restricted shares and antidilutive stock options were 3.0 million shares, 2.8 million shares, and 3.7 million shares, respectively, for the years ended December 31, 2011, 2010 and 2009, respectively.
The computation of basic and diluted net income (loss) attributable to Trinity Industries, Inc. is as follows:
Year Ended December 31, 2011 | ||||||||||||
Income (Loss) |
Avg. Shares Outstanding |
Earnings Per Share |
||||||||||
(in millions, except per share amounts) | ||||||||||||
Net income attributable to Trinity Industries, Inc. |
$ | 142.2 | ||||||||||
Unvested restricted share participation |
(4.8 | ) | ||||||||||
|
|
|||||||||||
Net income attributable to Trinity Industries, Inc. — basic |
137.4 | 77.5 | $ | 1.77 | ||||||||
|
|
|||||||||||
Effect of dilutive securities: |
||||||||||||
Stock options |
— | 0.3 | ||||||||||
|
|
|
|
|||||||||
Net income attributable to Trinity Industries, Inc. — diluted |
$ | 137.4 | 77.8 | $ | 1.77 | |||||||
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|
|
|
|
Year Ended December 31, 2010 | ||||||||||||
Income (Loss) |
Avg. Shares Outstanding |
Earnings Per Share |
||||||||||
(in millions, except per share amounts) | ||||||||||||
Net income attributable to Trinity Industries, Inc. |
$ | 67.4 | ||||||||||
Unvested restricted share participation |
(2.3 | ) | ||||||||||
|
|
|||||||||||
Net income attributable to Trinity Industries, Inc. — basic |
65.1 | 76.8 | $ | 0.85 | ||||||||
|
|
|||||||||||
Effect of dilutive securities: |
||||||||||||
Stock options |
— | 0.2 | ||||||||||
|
|
|
|
|||||||||
Net income attributable to Trinity Industries, Inc. — diluted |
$ | 65.1 | 77.0 | $ | 0.85 | |||||||
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|
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|
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Year Ended December 31, 2009 | ||||||||||||
Income (Loss) | Avg. Shares Outstanding |
Loss Per Share |
||||||||||
(in millions, except per share amounts) | ||||||||||||
Net loss attributable to Trinity Industries, Inc. |
$ | (137.7 | ) | |||||||||
Unvested restricted share participation |
(1.0 | ) | ||||||||||
|
|
|||||||||||
Net loss attributable to Trinity Industries, Inc. — basic |
(138.7 | ) | 76.4 | $ | (1.81 | ) | ||||||
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|
|||||||||||
Effect of dilutive securities: |
||||||||||||
Stock options |
— | — | ||||||||||
|
|
|
|
|||||||||
Net loss attributable to Trinity Industries, Inc. — diluted |
$ | (138.7 | ) | 76.4 | $ | (1.81 | ) | |||||
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Note 18. Commitments and Contingencies
Litigation and Contingencies
Railworthiness Directive
As previously reported, the Company received a letter from the Federal Railroad Administration (“FRA”) containing a railworthiness directive pertaining to a specific design of tank cars manufactured by the Company for use in transporting poison inhalation hazard (“PIH”) materials. The Company has manufactured 948 railcars of this design. These tank cars are owned or managed by the Company’s wholly-owned, railcar leasing subsidiary. The FRA was notified of five tank cars with potential leaks around the manway nozzles. Pursuant to the directive, 100 recently manufactured tank cars were removed from service. An additional 67 randomly selected tank cars out of 848 manufactured since 2006, which have operated without incident, have been removed from service.
In September 2011, the FRA issued an addendum to its June 2011 railworthiness directive, approving the Company’s voluntary recertification of all 948 tank cars used in PIH service. The recertification process is scheduled to be performed through September 2014 in conjunction with the normal 3 to 5 year, federally mandated inspection cycle for tank cars in PIH service. Maintenance costs associated with this recertification process are expensed as incurred in accordance with generally accepted accounting principles. The additional costs estimated to be incurred for compliance with the directive are not expected to be significant.
Other Matters
In January 2012, a Company subsidiary, Trinity Structural Towers, Inc., filed a law suit against a structural wind tower customer for breach of contract due to the customer’s failure to comply with its’ contractual purchase obligations. The customer and Trinity Structural Towers, Inc. entered into a multi-year contract in which the customer agreed to purchase a fixed number of structural wind towers each year during the term of the contract. The customer purchased a portion of its contractual commitment but defaulted its purchase obligation thereafter and did not remedy such default following notice from Trinity Structural Towers, Inc. to cure the default. The customer has filed an answer in the litigation and the discovery process is expected to commence in the first quarter of 2012.
The Company is involved in claims and lawsuits incidental to our business arising from various matters including product warranty, personal injury, environmental issues, workplace laws, and various governmental regulations. The Company evaluates its exposure to such claims periodically and establishes accruals for these contingencies when a range of loss can be reasonably estimated. The range of loss for such matters, taking into consideration our rights in indemnity and recourse to third parties is $6.2 million to $22.9 million. Total accruals of $12.3 million, including environmental and workplace matters described below, are included in accrued liabilities in the accompanying consolidated balance sheet. The Company believes any additional liability would not be material to its financial position or results of operations.
Trinity is subject to Federal, state, local, and foreign laws and regulations relating to the environment and the workplace. The Company has reserved $7.6 million to cover our probable and estimable liabilities with respect to the investigations, assessments, and remedial responses to such matters, taking into account currently available information and our contractual rights to indemnification and recourse to third parties. However, estimates of liability arising from future proceedings, assessments, or remediation are inherently imprecise. Accordingly, there can be no assurance that we will not become involved in future litigation or other proceedings involving the environment and the workplace or, if we are found to be responsible or liable in any such litigation or proceeding, that such costs would not be material to the Company. We believe that we are currently in substantial compliance with environmental and workplace laws and regulations.
Other Commitments
Non-cancelable purchase obligations amounted to $399.6 million as of December 31, 2011, of which $347.5 million is for the purchase of raw materials and components, principally by the Rail, Inland Barge, and Energy Equipment Groups.
|
Note 19. Selected Quarterly Financial Data (Unaudited)
Effective December 31, 2011, the Company adopted the emerging industry policy of recognizing revenue from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet which have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. See Note 1 of the Notes to Consolidated Financial Statements.
Three Months Ended | ||||||||||||||||
March 31, 2011 |
June 30, 2011 |
September 30, 2011 |
December 31, 2011 |
|||||||||||||
(in millions except per share data) | ||||||||||||||||
Revenues: |
||||||||||||||||
Manufacturing |
$ 514.4 | $ 580.1 | $ 643.7 | $ 785.5 | ||||||||||||
Leasing |
119.8 | 128.2 | 147.4 | 156.0 | ||||||||||||
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|||||||||
634.2 | 708.3 | 791.1 | 941.5 | |||||||||||||
Operating costs: |
||||||||||||||||
Costs of revenues: |
||||||||||||||||
Manufacturing |
431.7 | 498.2 | 548.4 | 686.4 | ||||||||||||
Leasing |
60.5 | 63.3 | 78.6 | 87.9 | ||||||||||||
Other |
8.1 | 7.4 | 7.1 | 5.3 | ||||||||||||
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|||||||||
500.3 | 568.9 | 634.1 | 779.6 | |||||||||||||
Selling, engineering, and administrative expenses |
50.3 | 47.5 | 53.5 | 57.8 | ||||||||||||
Gain (loss) on disposition of property, plant, and equipment: |
||||||||||||||||
Net gains on lease fleet sales |
1.1 | 0.4 | 1.6 | 13.1 | ||||||||||||
Disposition of flood-damaged property, plant, and equipment |
— | — | 0.6 | 17.0 | ||||||||||||
Other |
0.8 | 3.1 | (0.3 | ) | 4.8 | |||||||||||
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|||||||||
1.9 | 3.5 | 1.9 | 34.9 | |||||||||||||
Operating profit |
85.5 | 95.4 | 105.4 | 139.0 | ||||||||||||
Net income |
25.6 | 31.6 | 31.6 | 56.9 | ||||||||||||
Net income attributable to Trinity Industries, Inc. |
24.2 | 30.0 | 31.9 | 56.1 | ||||||||||||
Net income attributable to Trinity Industries, Inc. per common share – basic and diluted |
$ 0.30 | $ 0.37 | $ 0.40 | $ 0.70 |
Three Months Ended | ||||||||||||||||
March 31, 2010 |
June 30, 2010 |
September 30, 2010 |
December 31, 2010 |
|||||||||||||
(in millions except per share data) | ||||||||||||||||
Revenues: |
||||||||||||||||
Manufacturing |
$ 332.8 | $ 423.5 | $ 417.9 | $ 516.8 | ||||||||||||
Leasing |
114.9 | 115.2 | 115.2 | 119.2 | ||||||||||||
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|
|
|||||||||
447.7 | 538.7 | 533.1 | 636.0 | |||||||||||||
Operating costs: |
||||||||||||||||
Costs of revenues: |
||||||||||||||||
Manufacturing |
283.1 | 351.7 | 348.1 | 451.8 | ||||||||||||
Leasing |
64.0 | 61.8 | 59.2 | 59.0 | ||||||||||||
Other |
4.1 | 2.1 | 2.1 | 2.6 | ||||||||||||
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|||||||||
351.2 | 415.6 | 409.4 | 513.4 | |||||||||||||
Selling, engineering, and administrative expenses |
48.4 | 45.5 | 48.7 | 43.7 | ||||||||||||
Gain (loss) on disposition of property, plant, and equipment: |
||||||||||||||||
Net gains on lease fleet sales |
1.7 | 0.3 | 2.3 | 2.3 | ||||||||||||
Disposition of flood-damaged property, plant, and equipment |
— | — | 10.2 | (0.5 | ) | |||||||||||
Other |
2.2 | 1.0 | 4.4 | 0.3 | ||||||||||||
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3.9 | 1.3 | 16.9 | 2.1 | |||||||||||||
Operating profit |
52.0 | 78.9 | 91.9 | 81.0 | ||||||||||||
Net income |
4.3 | 21.1 | 31.5 | 18.5 | ||||||||||||
Net income attributable to Trinity Industries, Inc. |
2.0 | 18.4 | 29.7 | 17.3 | ||||||||||||
Net income attributable to Trinity Industries, Inc. per common share – basic and diluted |
$ 0.02 | $ 0.23 | $ 0.37 | $ 0.22 |
Effective December 31, 2011, deferred loan issuance costs incurred have been classified in our Consolidated Statements of Cash Flows in financing activities as a deduction from debt proceeds to properly state such costs as financing activities. Previously such costs were classified as an operating activity within the change in other assets. The impact to properly state operating and financing activities for the three months ended March 31, 2011 and the six months ended June 30, 2011 was $5.9 million and the nine months ended September 30, 2011 impact was $21.1 million. The impact in 2010 to properly state operating and financing activities for the periods ended March 31, 2010 and June 30, 2010, was $0.2 million, while the impact for the nine months ended September 30, 2010 was $0.3 million. The impact for the year ended December 31, 2010 was $6.6 million. The following quarterly Consolidated Statements of Cash Flows for 2011 and 2010 are summarized as follows 1) originally reported as adjusted for the change in accounting for lease fleet railcar sales explained above and 2) as adjusted for the change in accounting for lease fleet railcar sales and the proper recognition of deferred loan issuance costs as financing activities:
Originally Reported as Adjusted for the Change in Presentation for Lease Fleet Railcar Sales |
||||||||||||||||
Three Months Ended March 31, 2011 |
Six Months Ended June 30, 2011 |
Nine
Months Ended September 30, 2011 |
||||||||||||||
(in millions) | ||||||||||||||||
Total cash provided by (required by): |
||||||||||||||||
Operating activity |
$ | (11.5 | ) | $ | (3.2 | ) | $ | 28.6 | ||||||||
Investing activity |
(35.6 | ) | (58.3 | ) | (125.6 | ) | ||||||||||
Financing activity |
(46.6 | ) | (35.4 | ) | 15.8 | |||||||||||
|
|
|
|
|
|
|||||||||||
Net increase (decrease) in cash and cash equivalents |
$ | (93.7 | ) | $ | (96.9 | ) | $ | (81.2 | ) | |||||||
Three
Months Ended March 31, 2010 |
Six
Months Ended June 30, 2010 |
Nine
Months Ended September 30, 2010 |
Year Ended December 31, 2010 |
|||||||||||||
(in millions) | ||||||||||||||||
Total cash provided by (required by): |
||||||||||||||||
Operating activity |
$ | (16.2 | ) | $ | 6.1 | $ | 47.5 | $ | 163.9 | |||||||
Investing activity |
(268.4 | ) | (304.0 | ) | (333.0 | ) | (308.2 | ) | ||||||||
Financing activity |
(69.5 | ) | (103.6 | ) | (175.1 | ) | (113.5 | ) | ||||||||
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|
|
|
|
|
|
|
|||||||||
Net increase (decrease) in cash and cash equivalents |
$ | (354.1 | ) | $ | (401.5 | ) | $ | (460.6 | ) | $ | (257.8 | ) |
As Adjusted for the Change in Presentation for Lease
Fleet Railcar Sales and the Recognition of Deferred Loan Issuance Costs as Financing Activities |
||||||||||||||||
Three
Months Ended March 31, 2011 |
Six
Months Ended June 30, 2011 |
Nine
Months Ended September 30, 2011 |
||||||||||||||
(in millions) | ||||||||||||||||
Total cash provided by (required by): |
||||||||||||||||
Operating activity |
$ | (5.6 | ) | $ | 2.7 | $ | 49.7 | |||||||||
Investing activity |
(35.6 | ) | (58.3 | ) | (125.6 | ) | ||||||||||
Financing activity |
(52.5 | ) | (41.3 | ) | (5.3 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Net increase (decrease) in cash and cash equivalents.. |
$ | (93.7 | ) | $ | (96.9 | ) | $ | (81.2 | ) | |||||||
Three Months Ended March 31, 2010 |
Six Months Ended June 30, 2010 |
Nine
Months Ended September 30, 2010 |
Year Ended December 31, 2010 |
|||||||||||||
(in millions) | ||||||||||||||||
Total cash provided by (required by): |
||||||||||||||||
Operating activity |
$ | (16.0 | ) | $ | 6.3 | $ | 47.8 | $ | 170.5 | |||||||
Investing activity |
(268.4 | ) | (304.0 | ) | (333.0 | ) | (308.2 | ) | ||||||||
Financing activity |
(69.7 | ) | (103.8 | ) | (175.4 | ) | (120.1 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net increase (decrease) in cash and cash equivalents.. |
$ | (354.1 | ) | $ | (401.5 | ) | $ | (460.6 | ) | $ | (257.8 | ) |
|
The financial statements of Trinity Industries, Inc. and its consolidated subsidiaries (“Trinity”, “Company”, “we” or “our”) include the accounts of all majority owned subsidiaries. The equity method of accounting is used for companies in which the Company has significant influence and 50% or less ownership. All significant intercompany accounts and transactions have been eliminated.
On January 1, 2010, the Company adopted the provisions of a new accounting standard, Accounting Standards Codification (“ASC”) 810-10, requiring the inclusion of the consolidated financial statements of TRIP Holdings and subsidiary in the consolidated financial statements of the Company as of January 1, 2010. Prior to January 1, 2010, the Company’s investment in TRIP Holdings was accounted for using the equity method. Accordingly, the consolidated balance sheets of the Company as of December 31, 2011 and 2010 and the consolidated statements of operations, cash flows, and stockholders’ equity for the years ended December 31, 2011 and 2010 include the accounts of all subsidiaries including TRIP Holdings. As a result of adopting this pronouncement, we determined the effects on Trinity’s consolidated financial statements as if TRIP Holdings had been included in the Company’s consolidated financial statements from TRIP Holdings’ inception and recorded a charge to retained earnings of $105.4 million, net of $57.7 million of tax benefit, and a noncontrolling interest of $129.9 million as of January 1, 2010. Prior periods were not restated. All significant intercompany accounts and transactions have been eliminated. Profits have been deferred on sales of railcars from the Rail or Leasing Group to TRIP Holdings and will be amortized over the life of the related equipment. Additionally, any future profits on the sale of railcars to TRIP Holdings will be deferred and amortized over the life of the related equipment. The noncontrolling interest represents the non-Trinity equity interest in TRIP Holdings. In September 2010, Trinity increased its ownership interest in TRIP Holdings to 57%. The effect of adopting this accounting standard was an increase to income from continuing operations and net income attributable to Trinity Industries, Inc. of $5.3 million or $0.07 per share in 2010. See Note 6 Investment in TRIP Holdings for further discussion.
On December 9, 2010, the Company’s Board of Directors authorized a $200 million share repurchase program, effective January 1, 2011. This program replaced the Company’s previous share repurchase program and expires December 31, 2012. No shares were repurchased under this program for the year ended December 31, 2011.
For the quarter ended June 30, 2011, an amount of $15.5 million was reclassified between capital in excess of par value and accumulated other comprehensive loss to properly reflect the additional amount of accumulated unrealized loss on derivative financial instruments attributable to the Company after the purchase of additional interests in TRIP Holdings.
Revenues for contracts providing for a large number of units and few deliveries are recorded as the individual units are produced, inspected, and accepted by the customer as the risk of loss passes to the customer upon pre-delivery acceptance on these contracts. This occurs primarily in the Rail and Inland Barge Groups. Revenue from rentals and operating leases, including contracts which contain non-level fixed rental payments, is recognized monthly on a straight-line basis. Fees for shipping and handling are recorded as revenue. For all other products, we recognize revenue when products are shipped or services are provided.
Effective December 31, 2011, the Company adopted the emerging industry policy of recognizing revenue from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet that have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. Prior year reported balances have been reclassified to conform to this policy resulting in a decrease in revenue of $33.6 million and $154.3 million for the years ended December 31, 2010 and 2009, respectively. Additionally, this change resulted in additional cash flow provided by operating activities with an offsetting decrease in cash flow from investing activities of $0.3 million and $2.1 million for the years ended December 31, 2010 and 2009, respectively.
The liability method is used to account for income taxes. Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized.
The Company regularly evaluates the likelihood of realization of tax benefits derived from positions it has taken in various federal and state filings after consideration of all relevant facts, circumstances, and available information. For those tax benefits deemed more likely than not that will be sustained, the Company recognizes the benefit it believes is cumulatively greater than 50% likely to be realized. To the extent the Company were to prevail in matters for which accruals have been established or be required to pay amounts in excess of recorded reserves, the effective tax rate in a given financial statement period could be materially impacted.
The Company considers all highly liquid debt instruments to be either cash and cash equivalents if purchased with a maturity of three months or less or short-term marketable securities if purchased with a maturity of more than three months and less than one year.
Financial instruments that potentially subject the Company to a concentration of credit risk are primarily cash investments, short-term marketable securities, and receivables. The Company places its cash investments and short-term marketable securities in bank deposits and investment grade, short-term debt instruments and limits the amount of credit exposure to any one commercial issuer. Concentrations of credit risk with respect to receivables are limited due to control procedures to monitor the credit worthiness of customers, the large number of customers in the Company’s customer base, and their dispersion across different industries and geographic areas. As receivables are generally unsecured, the Company maintains an allowance for doubtful accounts based upon the expected collectability of all receivables. Receivable balances determined to be uncollectible are charged against the allowance. The carrying values of cash, receivables and accounts payable are considered to be representative of their respective fair values. One customer accounted for approximately 21% of the total receivables balance outstanding at December 31, 2011 and paid approximately 69% of their balance to date in 2012.
Inventories are valued at the lower of cost or market, with cost determined principally on the first in first out method. Market is replacement cost or net realizable value. Work in process and finished goods include material, labor, and overhead.
Property, plant, and equipment are stated at cost and depreciated over their estimated useful lives using the straight-line method. The estimated useful lives are: buildings and improvements — 3 to 30 years; leasehold improvements — the lesser of the term of the lease or 7 years; machinery and equipment — 2 to 10 years; information systems hardware and software — 2 to 5 years; and railcars in our lease fleet — generally 35 years. The costs of ordinary maintenance and repair are charged to operating costs while renewals and major replacements are capitalized.
The Company periodically evaluates the carrying value of long-lived assets to be held and used for potential impairment. The carrying value of long-lived assets to be held and used is considered impaired only when their carrying value is not recoverable through undiscounted future cash flows and the fair value of the assets is less than their carrying value. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risks involved or market quotes as available. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced for the estimated cost to dispose of the assets. Impairment losses were not material for the years ended December 31, 2011, 2010, and 2009.
Goodwill is required to be tested for impairment annually, or on an interim basis whenever events or circumstances change, indicating that the carrying amount of the goodwill might be impaired. The goodwill impairment test is a two-step process with step one requiring the comparison of the reporting unit’s estimated fair value with the carrying amount of its net assets. Step two of the impairment test is necessary to determine the amount of goodwill impairment to be recorded when the reporting unit’s recorded net assets exceed its fair value. Impairment is assessed at the “reporting unit” level by applying a fair value-based test for each unit with recorded goodwill. The estimates and judgments that most significantly affect the fair value calculations are assumptions related to revenue and operating profit growth, discount rates and exit multiples. Due to an overall market decline for products in the Rail Group during the second quarter of 2009, we concluded that indications of impairment existed that required an interim goodwill impairment analysis. Accordingly, we tested the Rail Group’s goodwill for impairment as of June 30, 2009 and recorded a charge of $325.0 million during the second quarter of 2009. See Note 9 Goodwill for further explanation and results of this test. As of December 31, 2011 and 2010, the Company’s annual impairment test of goodwill was completed at the reporting unit level and no additional impairment charges were determined to be necessary.
Intangible assets with defined useful lives, which as of December 31, 2011 had net book values of $24.7 million, are amortized over their estimated useful lives, and are also evaluated for potential impairment at least annually. Impairment losses were not material for the years ended December 31, 2011, 2010, and 2009.
Restricted cash consists of cash and cash equivalents that are held as collateral for the Company’s non-recourse debt and lease obligations and as such are restricted in use.
The Company is effectively self-insured for workers’ compensation. A third party administrator is used to process claims. We accrue our workers’ compensation liability based upon independent actuarial studies.
Depending on the product, the Company provides warranties against materials and manufacturing defects generally ranging from one to five years. The warranty costs are estimated using a two-step approach. First, an engineering estimate is made for the cost of all claims that have been asserted by customers. Second, based on historical claims experience, a cost is accrued for all products still within a warranty period for which no claims have been filed. The Company provides for the estimated cost of product warranties at the time revenue is recognized related to products covered by warranties, and assesses the adequacy of the resulting reserves on a quarterly basis.
Operations outside the United States prepare financial statements in currencies other than the United States dollar. The income statement amounts are translated at average exchange rates for the year, while the assets and liabilities are translated at year-end exchange rates. Translation adjustments are accumulated as a separate component of stockholders’ equity and other comprehensive loss. The functional currency of our Mexico operations is considered to be the United States dollar.
Other comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive net income (loss) consists of net income (loss), foreign currency translation adjustments, the effective unrealized portions of changes in fair value of the Company’s derivative financial instruments, and the change in the funded status of pension liabilities. See Note 15 Accumulated Other Comprehensive Loss (“AOCL”). All components are shown net of tax.
In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income,” (“ASU 2011-05”) which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity. Instead, the Company must report comprehensive income in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after Dec. 15, 2011 with early adoption permitted. Accordingly, the Company adopted this new standard on January 1, 2012. The adoption of ASU 2011-05 did not have an impact on the Company’s consolidated financial position, results of operations or cash flows as it only requires a change in the format of the current presentation.
In June 2009, the FASB issued a new accounting standard, ASC 810-10, which amended the previous accounting rules for consolidation of variable interest entities. The new standard replaced the quantitative-based risks and rewards calculation for determining which enterprise has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity that most significantly affect its economic performance and the obligation to absorb losses of the entity or the right to receive benefits from the entity. Additionally, the new standard provided more timely and useful information about an enterprise’s involvement with a variable interest entity. This standard was effective for annual reporting periods beginning after November 15, 2009. Accordingly, the Company adopted this new standard on January 1, 2010. See Note 6 Investment in TRIP Holdings for additional explanation of the effects of implementing this pronouncement as it applies to our investment in TRIP Holdings.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Certain prior year balances have been reclassified in the Consolidated Statements of Operations and Cash Flows to conform to the 2011 presentations related to the presentation of lease fleet railcar sales. The effect of properly classifying deferred loan issuance costs incurred in the Consolidated Statements of Cash Flows from an operating activity within the change in other assets to a financing activity to properly state such costs as financing activities, amounted to $6.6 million and $19.0 million for the years ended December 31, 2010 and 2009, respectively. See Note 19 Selected Quarterly Financial Data for further discussion.
|
Acquisitions | Divestitures | |||||||||||||||||||||||
Total cost | Net cash paid during the year |
Goodwill recorded |
Proceeds | Gain recognized |
Goodwill charged off |
|||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
2011: |
||||||||||||||||||||||||
Construction Products Group |
$ | 56.4 | $ | 42.5 | $ | 29.3 | $ | 8.3 | $ | 0.7 | $ | 1.0 | ||||||||||||
2010: |
||||||||||||||||||||||||
Construction Products Group |
||||||||||||||||||||||||
Quixote |
$ | 58.1 | $ | 39.9 | $ | 22.7 | $ | — | $ | — | $ | — | ||||||||||||
Other |
5.0 | 5.0 | 4.0 | 30.8 | 3.8 | 16.5 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
63.1 | 44.9 | 26.7 | 30.8 | 3.8 | 16.5 | |||||||||||||||||||
Energy Equipment Group |
7.4 | 5.0 | 6.6 | — | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
$ | 70.5 | $ | 49.9 | $ | 33.3 | $ | 30.8 | $ | 3.8 | $ | 16.5 |
|
Fair Value Measurement as of December 31, 2011 | ||||||||||||||||
(in millions) | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: |
||||||||||||||||
Cash equivalents |
$ | 246.6 | $ | — | $ | — | $ | 246.6 | ||||||||
Restricted cash |
240.3 | — | — | 240.3 | ||||||||||||
Equity call agreement with TRIP Holdings equity investor (1) |
— | — | 0.7 | 0.7 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets |
$ | 486.9 | $ | — | $ | 0.7 | $ | 487.6 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities: |
||||||||||||||||
Interest rate hedges (2) |
||||||||||||||||
Wholly-owned subsidiary |
$ | — | $ | 48.9 | $ | — | $ | 48.9 | ||||||||
TRIP Holdings |
— | 4.8 | — | 4.8 | ||||||||||||
Equity put agreement with TRIP Holdings equity investor (3) |
— | — | 3.1 | 3.1 | ||||||||||||
Fuel derivative instruments (1) |
— | 0.1 | — | 0.1 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total liabilities |
$ | — | $ | 53.8 | $ | 3.1 | $ | 56.9 | ||||||||
|
|
|
|
|
|
|
|
Fair Value Measurement as of December 31, 2010 | ||||||||||||||||
(in millions) | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: |
||||||||||||||||
Cash equivalents |
$ | 286.0 | $ | — | $ | — | $ | 286.0 | ||||||||
Short-term marketable securities |
158.0 | — | — | 158.0 | ||||||||||||
Restricted cash |
207.1 | — | — | 207.1 | ||||||||||||
Fuel derivative instruments (1) |
— | 0.1 | — | 0.1 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets |
$ | 651.1 | $ | 0.1 | $ | — | $ | 651.2 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities: |
||||||||||||||||
Interest rate hedges (2) |
||||||||||||||||
Wholly-owned subsidiary |
$ | — | $ | 45.7 | $ | — | $ | 45.7 | ||||||||
TRIP Holdings |
— | 48.3 | — | 48.3 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total liabilities |
$ | — | $ | 94.0 | $ | — | $ | 94.0 | ||||||||
|
|
|
|
|
|
|
|
(1) |
Included in other assets on the consolidated balance sheet. |
(2) |
Included in accrued liabilities on the consolidated balance sheet. |
(3) |
Included in other liabilities on the consolidated balance sheet. |
December 31, 2011 | December 31, 2010 | |||||||||||||||
Carrying Value |
Estimated Fair Value |
Carrying Value |
Estimated Fair Value |
|||||||||||||
(in millions) | ||||||||||||||||
Recourse: |
||||||||||||||||
Convertible subordinated notes |
$ | 450.0 | $ | 439.4 | $ | 450.0 | $ | 448.3 | ||||||||
Less: unamortized discount |
(99.8 | ) | (111.1 | ) | ||||||||||||
|
|
|
|
|||||||||||||
350.2 | 338.9 | |||||||||||||||
Capital lease obligations |
48.6 | 48.6 | 51.2 | 51.2 | ||||||||||||
Term loan |
54.7 | 55.7 | 57.4 | 54.2 | ||||||||||||
Other |
4.2 | 4.2 | 2.8 | 2.8 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
457.7 | 547.9 | 450.3 | 556.5 | |||||||||||||
Non-recourse: |
||||||||||||||||
2006 secured railcar equipment notes |
269.3 | 278.5 | 283.2 | 302.8 | ||||||||||||
Promissory notes |
465.5 | 448.6 | 493.8 | 482.2 | ||||||||||||
2009 secured railcar equipment notes |
218.4 | 228.6 | 229.2 | 256.1 | ||||||||||||
2010 secured railcar equipment notes |
354.3 | 333.1 | 367.1 | 345.5 | ||||||||||||
TILC warehouse facility |
308.5 | 308.5 | 80.2 | 80.2 | ||||||||||||
TRIP Holdings senior secured notes |
61.2 | 61.6 | — | — | ||||||||||||
TRIP Master Funding secured railcar equipment notes |
840.0 | 834.9 | — | — | ||||||||||||
TRIP Holdings warehouse loan |
— | — | 1,003.9 | 994.0 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
2,517.2 | 2,493.8 | 2,457.4 | 2,460.8 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 2,974.9 | $ | 3,041.7 | $ | 2,907.7 | $ | 3,017.3 | ||||||||
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2011
Revenues | Operating Profit (Loss) |
Depreciation
& Amortization |
Capital Expenditures |
|||||||||||||||||||||||||
External | Intersegment | Total | Assets | |||||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||
Rail Group |
$ | 931.7 | $ | 343.0 | $ | 1,274.7 | $ | 77.3 | $ | 684.6 | $ | 23.9 | $ | 11.4 | ||||||||||||||
Construction Products Group |
577.2 | 12.9 | 590.1 | 53.4 | 403.2 | 20.7 | 12.1 | |||||||||||||||||||||
Inland Barge Group |
548.5 | — | 548.5 | 106.4 | 189.2 | 6.4 | 38.0 | (1) | ||||||||||||||||||||
Energy Equipment Group |
454.8 | 18.0 | 472.8 | 8.9 | 392.9 | 18.4 | 10.4 | |||||||||||||||||||||
Railcar Leasing and Management Services Group |
551.4 | 0.6 | 552.0 | 254.5 | 4,462.1 | 115.7 | 258.6 | |||||||||||||||||||||
All Other |
11.5 | 50.3 | 61.8 | (3.8 | ) | 30.5 | 4.4 | 4.0 | ||||||||||||||||||||
Corporate |
— | — | — | (43.6 | ) | 512.9 | 3.6 | 5.5 | ||||||||||||||||||||
Eliminations-Lease subsidiary |
— | (325.5 | ) | (325.5 | ) | (28.3 | ) | (440.3 | ) | — | — | |||||||||||||||||
Eliminations – Other |
— | (99.3 | ) | (99.3 | ) | 0.5 | (114.1 | ) | (0.2 | ) | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Consolidated Total |
$ | 3,075.1 | $ | — | $ | 3,075.1 | $ | 425.3 | $ | 6,121.0 | $ | 192.9 | $ | 340.0 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2010
Operating | ||||||||||||||||||||||||||||
Revenues | Profit | Depreciation & | Capital | |||||||||||||||||||||||||
External | Intersegment | Total | (Loss) | Assets | Amortization | Expenditures | ||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||
Rail Group |
$ | 289.7 | $ | 232.4 | $ | 522.1 | $ | 1.5 | $ | 482.9 | $ | 24.0 | $ | 4.0 | ||||||||||||||
Construction Products Group |
558.3 | 20.5 | 578.8 | 47.4 | 335.2 | 23.7 | 5.5 | |||||||||||||||||||||
Inland Barge Group |
422.3 | — | 422.3 | 69.0 | 94.5 | 5.5 | 14.6 | (1) | ||||||||||||||||||||
Energy Equipment Group |
408.5 | 11.1 | 419.6 | 35.1 | 352.4 | 17.1 | 8.1 | |||||||||||||||||||||
Railcar Leasing and Management Services Group |
464.5 | — | 464.5 | 207.0 | 4,452.6 | 112.6 | 213.8 | |||||||||||||||||||||
All Other |
12.2 | 36.3 | 48.5 | (11.4 | ) | 27.5 | 3.6 | 4.2 | ||||||||||||||||||||
Corporate |
— | — | — | (33.8 | ) | 538.5 | 3.4 | 4.6 | ||||||||||||||||||||
Eliminations-Lease subsidiary |
— | (216.8 | ) | (216.8 | ) | (8.4 | ) | (522.1 | ) | — | — | |||||||||||||||||
Eliminations – Other |
— | (83.5 | ) | (83.5 | ) | (2.6 | ) | (1.5 | ) | (0.3 | ) | — | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Consolidated Total |
$ | 2,155.5 | $ | — | $ | 2,155.5 | $ | 303.8 | $ | 5,760.0 | $ | 189.6 | $ | 254.8 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Primarily related to repair and replacement of property, plant and equipment at the Company’s inland barge manufacturing facilities in Missouri and Tennessee. See Note 8 – Property, Plant, and Equipment. |
Year Ended December 31, 2009
Revenues | Operating Profit (Loss) |
Depreciation
& Amortization |
Capital Expenditures |
|||||||||||||||||||||||||
External | Intersegment | Total | Assets | |||||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||
Rail Group |
$ | 485.2 | $ | 410.1 | $ | 895.3 | $ | (355.9 | ) | $ | 450.7 | $ | 25.0 | $ | 19.6 | |||||||||||||
Construction Products Group |
524.0 | 14.5 | 538.5 | 32.6 | 277.3 | 23.5 | 11.6 | |||||||||||||||||||||
Inland Barge Group |
527.3 | — | 527.3 | 125.2 | 69.4 | 6.1 | 1.3 | |||||||||||||||||||||
Energy Equipment Group |
502.2 | 7.8 | 510.0 | 73.8 | 242.0 | 16.9 | 9.1 | |||||||||||||||||||||
Railcar Leasing and Management Services Group |
370.2 | — | 370.2 | 149.0 | 3,167.3 | 82.4 | 343.0 | |||||||||||||||||||||
All Other |
12.0 | 36.4 | 48.4 | 0.8 | 27.6 | 3.1 | 2.0 | |||||||||||||||||||||
Corporate |
— | — | — | (30.8 | ) | 753.1 | 4.2 | 3.8 | ||||||||||||||||||||
Eliminations-Lease subsidiary |
— | (391.6 | ) | (391.6 | ) | (22.6 | ) | (329.0 | ) | — | — | |||||||||||||||||
Eliminations – Other |
— | (77.2 | ) | (77.2 | ) | (3.0 | ) | (2.0 | ) | (0.4 | ) | — | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Consolidated Total |
$ | 2,420.9 | $ | — | $ | 2,420.9 | $ | (30.9 | ) | $ | 4,656.4 | $ | 160.8 | $ | 390.4 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External Revenues | Operating Profit | |||||||||||||||||||||||
Year
Ended December 31, |
Year
Ended December 31, |
|||||||||||||||||||||||
2011 | 2010 | 2009 | 2011 | 2010 | 2009 | |||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
Mexico |
$ | 123.0 | $ | 98.3 | $ | 86.8 | $ | 18.4 | $3.4 | $ | 15.2 |
Total Assets | Long-Lived Assets | |||||||||||||||
December 31, | ||||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(in millions) | ||||||||||||||||
Mexico |
$ | 240.4 | $ | 288.8 | $ | 143.2 | $ | 151.7 |
|
December 31, 2011 | ||||||||||||||||
Leasing Group | ||||||||||||||||
Wholly Owned Subsidiaries |
TRIP Holdings |
Manufacturing/ Corporate |
Total | |||||||||||||
(in millions) | ||||||||||||||||
Cash, cash equivalents, and short-term marketable securities |
$ | 3.2 | $ | — | $ | 347.9 | $ | 351.1 | ||||||||
Property, plant, and equipment, net |
$ | 3,066.0 | $ | 1,135.0 | $ | 510.0 | $ | 4,711.0 | ||||||||
Net deferred profit on railcars sold to the Leasing Group |
(344.5 | ) | (187.0 | ) | — | (531.5 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 2,721.5 | $ | 948.0 | $ | 510.0 | $ | 4,179.5 | |||||||||
Restricted cash |
$ | 165.7 | $ | 74.6 | $ | — | $ | 240.3 | ||||||||
Debt: |
||||||||||||||||
Recourse |
$ | 103.3 | $ | — | $ | 454.2 | $ | 557.5 | ||||||||
Less: unamortized discount |
— | — | (99.8 | ) | (99.8 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
103.3 | — | 354.4 | 457.7 | |||||||||||||
Non-recourse |
1,616.0 | 1,010.0 | — | 2,626.0 | ||||||||||||
Less: non-recourse debt owned by Trinity |
— | (108.8 | ) | — | (108.8 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total debt |
$ | 1,719.3 | $ | 901.2 | $ | 354.4 | $ | 2,974.9 | ||||||||
Net deferred tax liabilities |
$ | 582.4 | $ | 4.7 | $ | (152.4 | ) | $ | 434.7 |
December 31, 2010 | ||||||||||||||||
Leasing Group | ||||||||||||||||
Wholly Owned Subsidiaries |
TRIP Holdings |
Manufacturing/ Corporate |
Total | |||||||||||||
(in millions) | ||||||||||||||||
Cash, cash equivalents, and short-term marketable securities |
$ | 3.8 | $ | — | $ | 508.2 | $ | 512.0 | ||||||||
Property, plant, and equipment, net |
$ | 2,965.4 | $ | 1,191.8 | $ | 491.4 | $ | 4,648.6 | ||||||||
Net deferred profit on railcars sold to the Leasing Group |
(340.4 | ) | (196.2 | ) | — | (536.6 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 2,625.0 | $ | 995.6 | $ | 491.4 | $ | 4,112.0 | |||||||||
Restricted cash |
$ | 161.1 | $ | 46.0 | $ | — | $ | 207.1 | ||||||||
Debt: |
||||||||||||||||
Recourse |
$ | 108.6 | $ | — | $ | 452.8 | $ | 561.4 | ||||||||
Less: unamortized discount |
— | — | (111.1 | ) | (111.1 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
108.6 | — | 341.7 | 450.3 | |||||||||||||
Non-recourse |
1,453.5 | 1,003.9 | — | 2,457.4 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total debt |
$ | 1,562.1 | $ | 1,003.9 | $ | 341.7 | $ | 2,907.7 | ||||||||
Net deferred tax liabilities |
$ | 515.7 | $ | (0.3 | ) | $ | (124.4 | ) | $ | 391.0 |
Year Ended December 31, |
Percent Change | |||||||||||||||||||
2011 | 2010 | 2009 | 2011 versus 2010 |
2010 versus 2009 |
||||||||||||||||
($ in millions) | ||||||||||||||||||||
Revenues: |
||||||||||||||||||||
Wholly-owned subsidiaries: |
||||||||||||||||||||
Leasing and management |
$ | 375.1 | $ | 345.4 | $ | 329.3 | 8.6 | % | 4.9 | % | ||||||||||
Railcar sales (1) |
59.4 | 3.1 | 40.9 | * | * | |||||||||||||||
|
|
|
|
|
|
|||||||||||||||
434.5 | 348.5 | 370.2 | 24.7 | % | (5.9 | )% | ||||||||||||||
TRIP Holdings: |
||||||||||||||||||||
Leasing and management |
117.5 | 116.0 | — | 1.3 | % | — | ||||||||||||||
Railcar sales (1) |
— | — | — | — | — | |||||||||||||||
|
|
|
|
|
|
|||||||||||||||
117.5 | 116.0 | — | 1.3 | % | — | |||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Total revenues |
$ | 552.0 | $ | 464.5 | $ | 370.2 | 18.8 | % | 25.5 | % | ||||||||||
Operating profit: |
||||||||||||||||||||
Wholly-owned subsidiaries: |
||||||||||||||||||||
Leasing and management |
$ | 156.3 | $ | 131.7 | $ | 128.5 | ||||||||||||||
Railcar sales (1): |
||||||||||||||||||||
Railcars owned one year or less at the time of sale |
13.2 | 0.2 | 2.1 | |||||||||||||||||
Railcars owned more than one year at the time of sale |
11.8 | 6.6 | 18.4 | |||||||||||||||||
|
|
|
|
|
|
|||||||||||||||
181.3 | 138.5 | 149.0 | ||||||||||||||||||
TRIP Holdings: |
||||||||||||||||||||
Leasing and management |
68.8 | 68.5 | — | |||||||||||||||||
Railcar sales (1): |
||||||||||||||||||||
Railcars owned one year or less at the time of sale |
— | — | — | |||||||||||||||||
Railcars owned more than one year at the time of sale |
4.4 | — | — | |||||||||||||||||
|
|
|
|
|
|
|||||||||||||||
73.2 | 68.5 | — | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Total operating profit |
$ | 254.5 | $ | 207.0 | $ | 149.0 | ||||||||||||||
Operating profit margin: |
||||||||||||||||||||
Leasing and management |
45.7 | % | 43.4 | % | 39.0 | % | ||||||||||||||
Railcar sales |
* | * | * | |||||||||||||||||
Total operating profit margin |
46.1 | % | 44.6 | % | 40.2 | % | ||||||||||||||
Interest and rent expense (2): |
||||||||||||||||||||
Rent expense |
$ | 48.6 | $ | 48.6 | $ | 46.7 | ||||||||||||||
Interest expense: |
||||||||||||||||||||
Wholly-owned subsidiaries |
$ | 101.3 | $ | 91.7 | $ | 80.1 | ||||||||||||||
TRIP Holdings: |
||||||||||||||||||||
External |
$ | 53.1 | $ | 46.9 | $ | — | ||||||||||||||
Intercompany |
6.4 | — | — | |||||||||||||||||
|
|
|
|
|
|
|||||||||||||||
59.5 | 46.9 | — | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Total interest expense |
$ | 160.8 | $ | 138.6 | $ | 80.1 |
*Not meaningful
(1) |
Effective December 31, 2011, the Company adopted the emerging industry policy of recognizing revenue from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet which have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. Prior year reported balances have been reclassified to conform to this policy. See Note 1 of the Notes to Consolidated Financial Statements. |
(2) |
Rent expense is a component of operating profit. Interest expense is not a component of operating profit and includes the effect of hedges. Intercompany interest expense arises from Trinity’s ownership of a portion of TRIP Holdings’ Senior Secured Notes and is eliminated in consolidation. See Note 11 Debt. |
2012 | 2013 | 2014 | 2015 | 2016 | Thereafter | Total | ||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||
Wholly-owned subsidiaries |
$ | 255.9 | $ | 205.7 | $ | 153.5 | $ | 116.3 | $ | 81.6 | $ | 181.8 | $ | 994.8 | ||||||||||||||
TRIP Holdings |
93.6 | 62.6 | 41.9 | 33.7 | 28.9 | 55.7 | 316.4 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$ | 349.5 | $ | 268.3 | $ | 195.4 | $ | 150.0 | $ | 110.5 | $ | 237.5 | $ | 1,311.2 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 | 2013 | 2014 | 2015 | 2016 | Thereafter | Total | ||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||
Future operating lease obligations of Trusts’ railcars |
$ | 44.5 | $ | 45.7 | $ | 44.9 | $ | 43.2 | $ | 40.2 | $ | 341.8 | $ | 560.3 | ||||||||||||||
Future contractual minimum rental revenues of Trusts’ railcars |
$ | 57.5 | $ | 40.7 | $ | 26.3 | $ | 19.8 | $ | 12.5 | $ | 24.0 | $ | 180.8 |
2012 | 2013 | 2014 | 2015 | 2016 | Thereafter | Total | ||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||
Future operating lease obligations |
$ | 8.3 | $ | 8.0 | $ | 7.9 | $ | 7.9 | $ | 7.7 | $ | 33.4 | $ | 73.2 | ||||||||||||||
Future contractual minimum rental revenues |
$ | 9.4 | $ | 8.5 | $ | 7.9 | $ | 5.0 | $ | 4.3 | $ | 7.5 | $ | 42.6 |
|
December 31, 2011 |
December 31, 2010 |
|||||||
(in millions) | ||||||||
Capital contributions |
$ | 47.3 | $ | 47.3 | ||||
Equity purchased from investors |
44.8 | 44.8 | ||||||
|
|
|
|
|||||
92.1 | 92.1 | |||||||
Equity in earnings |
12.0 | 7.5 | ||||||
Equity in unrealized losses on derivative financial instruments |
(1.3 | ) | (1.4 | ) | ||||
Distributions |
(7.0 | ) | (7.0 | ) | ||||
Deferred broker fees |
(0.6 | ) | (0.8 | ) | ||||
|
|
|
|
|||||
$ | 95.2 | $ | 90.4 | |||||
|
|
|
|
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(in millions) | ||||||||||||
Rail Group: |
||||||||||||
Sales of railcars to TRIP Leasing |
$ | — | $ | — | $ | 113.0 | ||||||
Gain on sales of railcars to TRIP Leasing |
$ | — | $ | — | $ | 11.2 | ||||||
Deferral of gain on sales of railcars to TRIP Leasing based on Trinity’s equity interest |
$ | — | $ | — | $ | 2.8 | ||||||
TILC: |
||||||||||||
Sales of railcars to TRIP Leasing: |
||||||||||||
Railcars owned one year or less at the time of sale |
$ | — | $ | — | $ | 39.4 | ||||||
Railcars owned for more than one year at the time of sale |
— | — | 144.4 | |||||||||
|
|
|
|
|
|
|||||||
$ | — | $ | — | $ | 183.8 | |||||||
|
|
|
|
|
|
|||||||
Recognition of previously deferred gain on sales of railcars to TRIP Leasing |
$ | — | $ | — | $ | 30.3 | ||||||
Deferral of gain on sales of railcars to TRIP Leasing based on Trinity’s equity interest |
$ | — | $ | — | $ | 7.6 |
|
Included in accompanying
balance sheet at December 31, 2011 |
||||||||||||||||||||
Notional Amount |
Interest Rate(1) |
Liability | AOCL
— loss/ (income) |
Noncontrolling Interest |
||||||||||||||||
(in millions, except %) | ||||||||||||||||||||
Interest rate locks: |
||||||||||||||||||||
2005-2006 |
$ | 200.0 | 4.87 | % | — | $ | (2.3 | ) | — | |||||||||||
2006-2007 |
$ | 370.0 | 5.34 | % | — | $ | 10.6 | — | ||||||||||||
TRIP Holdings (2) |
$ | 788.5 | 3.60 | % | — | $ | 23.4 | $ | 17.5 | |||||||||||
Interest rate swaps: |
||||||||||||||||||||
TRIP Rail Master Funding secured railcar equipment notes |
$ | 89.5 | 2.62 | % | $ | 4.8 | $ | 2.7 | $ | 2.0 | ||||||||||
2008 debt issuance |
$ | 474.7 | 4.13 | % | $ | 48.9 | $ | 46.7 | — |
(1) Weighted average fixed interest rate
(2) Previously classified with interest rate swaps
Effect on interest expense –increase/(decrease) |
||||||||||||||||
Year Ended December 31, | Expected
effect during next twelve months (1) |
|||||||||||||||
2011 | 2010 | 2009 | ||||||||||||||
(in millions) | ||||||||||||||||
Interest rate locks: |
||||||||||||||||
2005-2006 |
$ | (0.4 | ) | $ | (0.4 | ) | $ | (0.4 | ) | $ | (0.3 | ) | ||||
2006-2007 |
$ | 3.5 | $ | 3.8 | $ | 4.0 | $ | 3.4 | ||||||||
TRIP Holdings (2) |
$ | 17.4 | $ | 29.3 | — | $ | 6.0 | |||||||||
Interest rate swaps: |
||||||||||||||||
TILC warehouse |
— | $ | 0.5 | $ | 2.9 | — | ||||||||||
TRIP Rail Master Funding secured railcar equipment notes |
$ | 1.1 | — | — | $ | 1.7 | ||||||||||
2008 debt issuance |
$ | 19.6 | $ | 19.7 | $ | 21.6 | $ | 17.0 |
(1) Based on fair value as of December 31, 2011
(2) Previously classified with interest rate swaps
Effect on operating income — increase/(decrease) |
||||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(in millions) | ||||||||||||
Fuel hedges (1) |
||||||||||||
Effect of mark to market valuation |
$ | 0.0 | $ | 0.0 | $ | (0.3 | ) | |||||
Settlements |
0.4 | (0.1 | ) | (1.2 | ) | |||||||
|
|
|
|
|
|
|||||||
$ | 0.4 | $ | (0.1 | ) | $ | (1.5 | ) | |||||
Foreign exchange hedges (2) |
$ | 0.1 | $ | (0.9 | ) | $ | (1.9 | ) |
(1) Included in cost of revenues in the accompanying consolidated statement of operations
(2) Included in other, net in the accompanying consolidated statement of operations
|
December 31, 2011 |
December 31, 2010 |
|||||||
(in millions) | ||||||||
Manufacturing/Corporate: |
||||||||
Land |
$ | 41.6 | $ | 40.9 | ||||
Buildings and improvements |
429.7 | 418.4 | ||||||
Machinery and other |
758.7 | 699.7 | ||||||
Construction in progress |
12.8 | 9.7 | ||||||
|
|
|
|
|||||
1,242.8 | 1,168.7 | |||||||
Less accumulated depreciation |
(732.8 | ) | (677.3 | ) | ||||
|
|
|
|
|||||
510.0 | 491.4 | |||||||
Leasing: |
||||||||
Wholly-owned subsidiaries: |
||||||||
Machinery and other |
9.6 | 38.2 | ||||||
Equipment on lease |
3,429.3 | 3,249.8 | ||||||
|
|
|
|
|||||
3,438.9 | 3,288.0 | |||||||
Less accumulated depreciation |
(372.9 | ) | (322.6 | ) | ||||
|
|
|
|
|||||
3,066.0 | 2,965.4 | |||||||
TRIP Holdings: |
||||||||
Equipment on lease |
1,257.7 | 1,282.1 | ||||||
Less accumulated depreciation |
(122.7 | ) | (90.3 | ) | ||||
|
|
|
|
|||||
1,135.0 | 1,191.8 | |||||||
Net deferred profit on railcars sold to the Leasing Group |
||||||||
Sold to wholly-owned subsidiaries |
(344.5 | ) | (340.4 | ) | ||||
Sold to TRIP Holdings |
(187.0 | ) | (196.2 | ) | ||||
|
|
|
|
|||||
$ | 4,179.5 | $ | 4,112.0 | |||||
|
|
|
|
|
December 31, 2011 |
December 31, 2010 |
|||||||
(in millions) | ||||||||
Rail Group |
$ | 122.5 | $ | 122.5 | ||||
Construction Products Group |
90.7 | 62.4 | ||||||
Energy Equipment Group |
10.9 | 10.9 | ||||||
Railcar Leasing and Management Services Group |
1.8 | 1.8 | ||||||
|
|
|
|
|||||
$ | 225.9 | $ | 197.6 | |||||
|
|
|
|
|
December 31, 2011 |
December 31, 2010 |
December 31, 2009 |
||||||||||
(in millions) | ||||||||||||
Beginning balance |
$ | 13.2 | $ | 19.6 | $ | 25.7 | ||||||
Warranty costs incurred |
(6.3 | ) | (5.7 | ) | (8.6 | ) | ||||||
Warranty originations and revisions |
9.1 | 1.9 | 9.8 | |||||||||
Warranty expirations |
(2.5 | ) | (2.6 | ) | (7.3 | ) | ||||||
|
|
|
|
|
|
|||||||
Ending balance |
$ | 13.5 | $ | 13.2 | $ | 19.6 | ||||||
|
|
|
|
|
|
|
December 31, 2011 |
December 31, 2010 |
|||||||
(in millions) | ||||||||
Manufacturing/Corporate — Recourse: |
||||||||
Revolving credit facility |
$ | — | $ | — | ||||
Convertible subordinated notes |
450.0 | 450.0 | ||||||
Less: unamortized discount |
(99.8 | ) | (111.1 | ) | ||||
|
|
|
|
|||||
350.2 | 338.9 | |||||||
Other |
4.2 | 2.8 | ||||||
|
|
|
|
|||||
354.4 | 341.7 | |||||||
|
|
|
|
|||||
Leasing — Recourse: |
||||||||
Capital lease obligations |
48.6 | 51.2 | ||||||
Term loan |
54.7 | 57.4 | ||||||
|
|
|
|
|||||
457.7 | 450.3 | |||||||
|
|
|
|
|||||
Leasing — Non-recourse: |
||||||||
2006 secured railcar equipment notes |
269.3 | 283.2 | ||||||
Promissory notes |
465.5 | 493.8 | ||||||
2009 secured railcar equipment notes |
218.4 | 229.2 | ||||||
2010 secured railcar equipment notes |
354.3 | 367.1 | ||||||
TILC warehouse facility |
308.5 | 80.2 | ||||||
TRIP Holdings senior secured notes: |
||||||||
Total outstanding |
170.0 | — | ||||||
Less: owned by Trinity |
(108.8 | ) | — | |||||
|
|
|
|
|||||
61.2 | — | |||||||
TRIP Master Funding secured railcar equipment notes |
840.0 | — | ||||||
TRIP warehouse loan |
— | 1,003.9 | ||||||
|
|
|
|
|||||
2,517.2 | 2,457.4 | |||||||
|
|
|
|
|||||
Total debt |
$ | 2,974.9 | $ | 2,907.7 | ||||
|
|
|
|
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(in millions) | ||||||||||||
Coupon rate interest |
$ | 17.4 | $ | 17.4 | $ | 17.4 | ||||||
Amortized debt discount |
11.3 | 10.5 | 9.6 | |||||||||
|
|
|
|
|
|
|||||||
$ | 28.7 | $ | 27.9 | $ | 27.0 | |||||||
|
|
|
|
|
|
2012 | 2013 | 2014 | 2015 | 2016 | Thereafter | |||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
Recourse: |
||||||||||||||||||||||||
Manufacturing/Corporate |
$ | 1.1 | $ | 1.2 | $ | 1.2 | $ | 0.2 | $ | 0.2 | $ | 450.3 | ||||||||||||
Leasing – capital lease obligations (Note 5) |
2.8 | 2.9 | 3.1 | 3.3 | 3.5 | 33.0 | ||||||||||||||||||
Leasing – term loan (Note 5) |
2.8 | 3.0 | 3.3 | 3.5 | 42.1 | — | ||||||||||||||||||
Non-recourse – leasing (Note 5): |
||||||||||||||||||||||||
2006 secured railcar equipment notes |
13.5 | 15.1 | 16.9 | 18.6 | 21.9 | 183.3 | ||||||||||||||||||
Promissory notes |
31.2 | 33.6 | 30.4 | 28.1 | 342.2 | — | ||||||||||||||||||
2009 secured railcar equipment notes |
9.2 | 10.2 | 9.9 | 9.6 | 6.5 | 173.0 | ||||||||||||||||||
2010 secured railcar equipment notes |
12.8 | 14.6 | 14.0 | 15.3 | 15.0 | 282.6 | ||||||||||||||||||
TILC warehouse facility |
9.4 | 8.5 | 4.6 | — | — | — | ||||||||||||||||||
TRIP Holdings senior secured notes |
||||||||||||||||||||||||
Total outstanding |
— | — | 170.0 | — | — | — | ||||||||||||||||||
Less: owned by Trinity |
— | — | (108.8 | ) | — | — | — | |||||||||||||||||
|
|
|||||||||||||||||||||||
61.2 | ||||||||||||||||||||||||
TRIP Master Funding secured railcar equipment notes |
41.0 | 41.1 | 40.2 | 35.9 | 29.4 | 652.4 | ||||||||||||||||||
Facility termination payments: |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
TILC warehouse facility |
— | 94.8 | 191.2 | — | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total principal payments |
$ | 123.8 | $ | 225.0 | $ | 376.0 | $ | 114.5 | $ | 460.8 | $ | 1,774.6 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(in millions) | ||||||||||||
Foreign currency exchange transactions |
$ | 3.1 | $ | — | $ | 2.2 | ||||||
Loss (gain) on equity investments |
(0.6 | ) | 1.7 | (6.5 | ) | |||||||
Costs related to redemption of Senior Notes |
— | 5.9 | — | |||||||||
Other |
1.5 | (0.8 | ) | (1.0 | ) | |||||||
|
|
|
|
|
|
|||||||
Other, net |
$ | 4.0 | $ | 6.8 | $ | (5.3 | ) | |||||
|
|
|
|
|
|
|
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(in millions) | ||||||||||||
Current: |
||||||||||||
Federal |
$ | 20.0 | $ | (22.2 | ) | $ | 5.8 | |||||
State |
5.5 | (2.0 | ) | 0.7 | ||||||||
Foreign |
5.4 | 5.0 | 7.9 | |||||||||
|
|
|
|
|
|
|||||||
Total current |
30.9 | (19.2 | ) | 14.4 | ||||||||
|
|
|
|
|
|
|||||||
Deferred: |
||||||||||||
Federal |
62.7 | 57.0 | (27.1 | ) | ||||||||
State |
1.2 | 3.4 | (3.5 | ) | ||||||||
Foreign |
(3.0 | ) | (0.3 | ) | 6.8 | |||||||
|
|
|
|
|
|
|||||||
Total deferred |
60.9 | 60.1 | (23.8 | ) | ||||||||
|
|
|
|
|
|
|||||||
Provision |
$ | 91.8 | $ | 40.9 | $ | (9.4 | ) | |||||
|
|
|
|
|
|
December 31, | ||||||||
2011 | 2010 | |||||||
(in millions) | ||||||||
Deferred tax liabilities: |
||||||||
Depreciation, depletion, and amortization |
$ | 740.8 | $ | 667.3 | ||||
Derivatives |
14.5 | — | ||||||
Convertible debt |
88.4 | 80.9 | ||||||
|
|
|
|
|||||
Total deferred tax liabilities |
843.7 | 748.2 | ||||||
|
|
|
|
|||||
Deferred tax assets: |
||||||||
Workers compensation, pensions, and other benefits |
47.8 | 44.7 | ||||||
Warranties and reserves |
14.4 | 17.5 | ||||||
Equity items |
72.8 | 56.4 | ||||||
Tax loss carryforwards and credits |
234.9 | 224.3 | ||||||
Inventory |
11.1 | 7.6 | ||||||
Accrued liabilities and other |
4.7 | 1.6 | ||||||
|
|
|
|
|||||
Total deferred tax assets |
385.7 | 352.1 | ||||||
|
|
|
|
|||||
Net deferred tax liabilities before valuation allowance |
458.0 | 396.1 | ||||||
Valuation allowance |
19.3 | 19.9 | ||||||
|
|
|
|
|||||
Net deferred tax liabilities before reserve for uncertain tax positions |
477.3 | 416.0 | ||||||
Deferred tax assets included in reserve for uncertain tax positions |
(42.6 | ) | (25.0 | ) | ||||
|
|
|
|
|||||
Adjusted net deferred tax liabilities |
$ | 434.7 | $ | 391.0 | ||||
|
|
|
|
Year Ended December 31, |
||||||||||||
2011 | 2010 | 2009 | ||||||||||
Statutory rate |
35.0 | % | 35.0 | % | 35.0 | % | ||||||
State taxes |
2.1 | 3.3 | 1.9 | |||||||||
Impairment of goodwill |
— | — | (23.7 | ) | ||||||||
Changes in valuation allowances |
— | — | (6.5 | ) | ||||||||
Tax settlements |
— | 4.4 | — | |||||||||
Changes in tax reserves |
— | (9.6 | ) | — | ||||||||
Other, net |
1.6 | 2.0 | (0.3 | ) | ||||||||
|
|
|
|
|
|
|||||||
Effective rate |
38.7 | % | 35.1 | % | 6.4 | % | ||||||
|
|
|
|
|
|
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(in millions) | ||||||||||||
Beginning balance |
$ | 36.8 | $ | 40.1 | $ | 32.9 | ||||||
Additions for tax positions related to the current year |
3.8 | 3.3 | 5.8 | |||||||||
Additions for tax positions of prior years |
16.4 | 9.3 | 7.5 | |||||||||
Reductions for tax positions of prior years |
(0.1 | ) | (5.6 | ) | (4.5 | ) | ||||||
Settlements |
(3.5 | ) | (9.5 | ) | (1.5 | ) | ||||||
Expirations of statute of limitations |
(0.9 | ) | (0.8 | ) | (0.1 | ) | ||||||
|
|
|
|
|
|
|||||||
Ending balance |
$ | 52.5 | $ | 36.8 | $ | 40.1 | ||||||
|
|
|
|
|
|
|
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
Assumptions used to determine benefit obligations at the annual measurement date were: |
||||||||||||
Obligation discount rate |
5.40 | % | 5.90 | % | 6.10 | % | ||||||
Compensation increase rate |
3.00 | % | 3.00 | % | 3.00 | % | ||||||
Assumptions used to determine net periodic benefit costs were: |
||||||||||||
Obligation discount rate |
5.90 | % | 6.10 | % | 6.50 | % | ||||||
Long-term rate of return on plan assets |
7.75 | % | 7.75 | % | 7.75 | % | ||||||
Compensation increase rate |
3.00 | % | 3.00 | % | 4.00 | % |
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(in millions) | ||||||||||||
Expense Components |
||||||||||||
Service cost |
$ | 0.8 | $ | 0.9 | $ | 3.0 | ||||||
Interest |
19.6 | 18.7 | 19.7 | |||||||||
Expected return on plan assets |
(22.8 | ) | (20.1 | ) | (15.7 | ) | ||||||
Amortization and deferral: |
||||||||||||
Actuarial loss |
1.8 | 1.9 | 4.2 | |||||||||
Prior service cost |
0.1 | 0.1 | 0.1 | |||||||||
Other |
— | 0.2 | (0.4 | ) | ||||||||
|
|
|
|
|
|
|||||||
Defined benefit expense |
(0.5 | ) | 1.7 | 10.9 | ||||||||
Profit sharing |
9.3 | 8.3 | 7.6 | |||||||||
|
|
|
|
|
|
|||||||
Net expense |
$ | 8.8 | $ | 10.0 | $ | 18.5 | ||||||
|
|
|
|
|
|
Year Ended December 31, | ||||||||
2011 | 2010 | |||||||
(in millions) | ||||||||
Accumulated Benefit Obligations |
$ | 364.8 | $ | 335.7 | ||||
|
|
|
|
|||||
Projected Benefit Obligations: |
||||||||
Beginning of year |
$ | 335.8 | $ | 326.1 | ||||
Service cost |
0.8 | 0.9 | ||||||
Interest |
19.6 | 18.7 | ||||||
Benefits paid |
(14.7 | ) | (12.9 | ) | ||||
Actuarial loss |
23.3 | 3.3 | ||||||
Amendments |
— | 0.2 | ||||||
Settlements |
— | (0.5 | ) | |||||
|
|
|
|
|||||
End of year |
$ | 364.8 | $ | 335.8 | ||||
|
|
|
|
|||||
Plans’ Assets: |
||||||||
Beginning of year |
$ | 291.1 | $ | 257.6 | ||||
Actual return on assets |
(1.2 | ) | 35.3 | |||||
Employer contributions |
15.4 | 11.6 | ||||||
Benefits paid |
(14.7 | ) | (12.9 | ) | ||||
Settlements |
— | (0.5 | ) | |||||
|
|
|||||||
End of year |
$ | 290.6 | $ | 291.1 | ||||
|
|
|
|
|||||
Consolidated Balance Sheet Components: |
||||||||
Funded status |
$ | (74.2 | ) | $ | (44.7 | ) | ||
|
|
|
|
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(in millions) | ||||||||||||
Actuarial gain (loss) |
$ | (47.3 | ) | $ | 11.9 | $ | 18.7 | |||||
Amortization of actuarial loss |
1.7 | 1.9 | 4.2 | |||||||||
Amortization of prior service cost |
0.1 | 0.1 | 0.1 | |||||||||
Other |
— | (0.2 | ) | — | ||||||||
Curtailments |
— | — | 33.5 | |||||||||
Settlements |
— | 0.2 | — | |||||||||
|
|
|
|
|
|
|||||||
Total before income taxes |
(45.5 | ) | 13.9 | 56.5 | ||||||||
Income tax expense (benefit) |
(16.9 | ) | 5.2 | 20.9 | ||||||||
|
|
|
|
|
|
|||||||
Net amount recognized in other comprehensive income (loss) |
$ | (28.6 | ) | $ | 8.7 | $ | 35.6 | |||||
|
|
|
|
|
|
Target Allocation |
December 31, 2011 |
December 31, 2010 |
||||||||||
Cash and cash equivalents |
3 | % | 1 | % | ||||||||
Equity securities |
55-65 | % | 66 | 68 | ||||||||
Debt securities |
35-45 | % | 31 | 31 | ||||||||
|
|
|
|
|||||||||
Total |
100 | % | 100 | % | ||||||||
|
|
|
|
Fair Value Measurement as of December 31, 2011 |
||||||||||||||||
(in millions) | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Temporary cash investments |
$ | 9.7 | $ | — | $ | — | $ | 9.7 | ||||||||
Common trust funds |
— | 207.4 | — | 207.4 | ||||||||||||
Registered investment companies |
73.5 | — | — | 73.5 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 83.2 | $ | 207.4 | $ | — | $ | 290.6 | |||||||||
|
|
|
|
|
|
|
|
Fair Value Measurement as of December 31, 2010 |
||||||||||||||||
(in millions) | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Temporary cash investments |
$ | 3.5 | $ | — | $ | — | $ | 3.5 | ||||||||
Common trust funds |
— | 210.3 | — | 210.3 | ||||||||||||
Registered investment companies |
71.7 | — | — | 71.7 | ||||||||||||
Corporate stock |
2.9 | — | — | 2.9 | ||||||||||||
Corporate bonds |
2.0 | — | — | 2.0 | ||||||||||||
U.S. government obligations |
0.7 | — | — | 0.7 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 80.8 | $ | 210.3 | $ | — | $ | 291.1 | |||||||||
|
|
|
|
|
|
|
|
|
Amounts | ||||
(in millions) | ||||
2012 |
$ | 14.7 | ||
2013 |
15.7 | |||
2014 |
16.8 | |||
2015 |
18.0 | |||
2016 |
19.3 | |||
2017-2021 |
116.1 |
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(in millions) | ||||||||||||
Net income (loss) attributable to Trinity Industries, Inc. |
$ | 142.2 | $ | 67.4 | $ | (137.7 | ) | |||||
Other comprehensive income (loss): |
||||||||||||
Change in funded status of pension liability, net of tax expense (benefit) of $(16.9), $5.2, and $20.9 |
(28.6 | ) | 8.7 | 35.6 | ||||||||
Change in unrealized (loss) gain on derivative financial instruments, net of tax (benefit) expense of $0.4, $(2.6), and $14.2 |
0.1 | (7.3 | ) | 27.8 | ||||||||
Other changes, net of tax benefit of $—, 0.7, and (0.0) |
— | 1.1 | (0.1 | ) | ||||||||
|
|
|
|
|
|
|||||||
Comprehensive net income (loss) attributable to Trinity Industries, Inc. |
$ | 113.7 | $ | 69.9 | $ | (74.4 | ) | |||||
|
|
|
|
|
|
December 31, 2011 |
December 31, 2010 |
|||||||
(in millions) | ||||||||
Currency translation adjustments, net of tax benefit of $(0.2) and $(0.2) |
$ | (17.1 | ) | $ | (17.1 | ) | ||
Funded status of pension liability, net of tax benefit of $(41.7) and $(24.8) |
(70.7 | ) | (42.1 | ) | ||||
Unrealized loss on derivative financial instruments, net of tax benefit of $(34.9) and $(21.4) |
(46.2 | ) | (36.3 | ) | ||||
|
|
|
|
|||||
$ | (134.0 | ) | $ | (95.5 | ) | |||
|
|
|
|
|
Number of Shares |
Weighted- Average Exercise Price |
Weighted- Average Remaining Contractual Terms (Years) |
Aggregate Intrinsic Value |
|||||||||||||
(in millions) | ||||||||||||||||
Options outstanding at December 31, 2010 |
880,087 | $ | 16.35 | |||||||||||||
Granted |
— | — | ||||||||||||||
Exercised |
(226,571 | ) | $ | 16.51 | ||||||||||||
Cancelled |
— | — | ||||||||||||||
|
|
|||||||||||||||
Options outstanding at December 31, 2011 |
653,516 | $ | 16.30 | 5.3 | $ | 9.0 | ||||||||||
|
|
|||||||||||||||
Options exercisable: |
||||||||||||||||
December 31, 2010 |
449,587 | $ | 16.46 | 3.1 | $ | 4.6 | ||||||||||
December 31, 2011 |
223,016 | $ | 16.42 | 2.1 | $ | 3.0 |
Number of Restricted Share Awards |
Weighted Average Fair Value per Award |
|||||||
Restricted share awards outstanding at December 31, 2010 |
2,976,128 | $ | 24.79 | |||||
Granted |
925,140 | 34.21 | ||||||
Vested |
(745,147 | ) | 25.62 | |||||
Forfeited |
(93,460 | ) | 26.17 | |||||
|
|
|||||||
Restricted share awards outstanding at December 31, 2011 |
3,062,661 | $ | 27.39 | |||||
|
|
|
Year Ended December 31, 2011 | ||||||||||||
Income (Loss) |
Avg. Shares Outstanding |
Earnings Per Share |
||||||||||
(in millions, except per share amounts) | ||||||||||||
Net income attributable to Trinity Industries, Inc. |
$ | 142.2 | ||||||||||
Unvested restricted share participation |
(4.8 | ) | ||||||||||
|
|
|||||||||||
Net income attributable to Trinity Industries, Inc. — basic |
137.4 | 77.5 | $ | 1.77 | ||||||||
|
|
|||||||||||
Effect of dilutive securities: |
||||||||||||
Stock options |
— | 0.3 | ||||||||||
|
|
|
|
|||||||||
Net income attributable to Trinity Industries, Inc. — diluted |
$ | 137.4 | 77.8 | $ | 1.77 | |||||||
|
|
|
|
|
|
Year Ended December 31, 2010 | ||||||||||||
Income (Loss) |
Avg. Shares Outstanding |
Earnings Per Share |
||||||||||
(in millions, except per share amounts) | ||||||||||||
Net income attributable to Trinity Industries, Inc. |
$ | 67.4 | ||||||||||
Unvested restricted share participation |
(2.3 | ) | ||||||||||
|
|
|||||||||||
Net income attributable to Trinity Industries, Inc. — basic |
65.1 | 76.8 | $ | 0.85 | ||||||||
|
|
|||||||||||
Effect of dilutive securities: |
||||||||||||
Stock options |
— | 0.2 | ||||||||||
|
|
|
|
|||||||||
Net income attributable to Trinity Industries, Inc. — diluted |
$ | 65.1 | 77.0 | $ | 0.85 | |||||||
|
|
|
|
|
|
Year Ended December 31, 2009 | ||||||||||||
Income (Loss) | Avg. Shares Outstanding |
Loss Per Share |
||||||||||
(in millions, except per share amounts) | ||||||||||||
Net loss attributable to Trinity Industries, Inc. |
$ | (137.7 | ) | |||||||||
Unvested restricted share participation |
(1.0 | ) | ||||||||||
|
|
|||||||||||
Net loss attributable to Trinity Industries, Inc. — basic |
(138.7 | ) | 76.4 | $ | (1.81 | ) | ||||||
|
|
|||||||||||
Effect of dilutive securities: |
||||||||||||
Stock options |
— | — | ||||||||||
|
|
|
|
|||||||||
Net loss attributable to Trinity Industries, Inc. — diluted |
$ | (138.7 | ) | 76.4 | $ | (1.81 | ) | |||||
|
|
|
|
|
|
|
Three Months Ended | ||||||||||||||||
March 31, 2011 |
June 30, 2011 |
September 30, 2011 |
December 31, 2011 |
|||||||||||||
(in millions except per share data) | ||||||||||||||||
Revenues: |
||||||||||||||||
Manufacturing |
$ 514.4 | $ 580.1 | $ 643.7 | $ 785.5 | ||||||||||||
Leasing |
119.8 | 128.2 | 147.4 | 156.0 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
634.2 | 708.3 | 791.1 | 941.5 | |||||||||||||
Operating costs: |
||||||||||||||||
Costs of revenues: |
||||||||||||||||
Manufacturing |
431.7 | 498.2 | 548.4 | 686.4 | ||||||||||||
Leasing |
60.5 | 63.3 | 78.6 | 87.9 | ||||||||||||
Other |
8.1 | 7.4 | 7.1 | 5.3 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
500.3 | 568.9 | 634.1 | 779.6 | |||||||||||||
Selling, engineering, and administrative expenses |
50.3 | 47.5 | 53.5 | 57.8 | ||||||||||||
Gain (loss) on disposition of property, plant, and equipment: |
||||||||||||||||
Net gains on lease fleet sales |
1.1 | 0.4 | 1.6 | 13.1 | ||||||||||||
Disposition of flood-damaged property, plant, and equipment |
— | — | 0.6 | 17.0 | ||||||||||||
Other |
0.8 | 3.1 | (0.3 | ) | 4.8 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
1.9 | 3.5 | 1.9 | 34.9 | |||||||||||||
Operating profit |
85.5 | 95.4 | 105.4 | 139.0 | ||||||||||||
Net income |
25.6 | 31.6 | 31.6 | 56.9 | ||||||||||||
Net income attributable to Trinity Industries, Inc. |
24.2 | 30.0 | 31.9 | 56.1 | ||||||||||||
Net income attributable to Trinity Industries, Inc. per common share – basic and diluted |
$ 0.30 | $ 0.37 | $ 0.40 | $ 0.70 |
Three Months Ended | ||||||||||||||||
March 31, 2010 |
June 30, 2010 |
September 30, 2010 |
December 31, 2010 |
|||||||||||||
(in millions except per share data) | ||||||||||||||||
Revenues: |
||||||||||||||||
Manufacturing |
$ 332.8 | $ 423.5 | $ 417.9 | $ 516.8 | ||||||||||||
Leasing |
114.9 | 115.2 | 115.2 | 119.2 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
447.7 | 538.7 | 533.1 | 636.0 | |||||||||||||
Operating costs: |
||||||||||||||||
Costs of revenues: |
||||||||||||||||
Manufacturing |
283.1 | 351.7 | 348.1 | 451.8 | ||||||||||||
Leasing |
64.0 | 61.8 | 59.2 | 59.0 | ||||||||||||
Other |
4.1 | 2.1 | 2.1 | 2.6 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
351.2 | 415.6 | 409.4 | 513.4 | |||||||||||||
Selling, engineering, and administrative expenses |
48.4 | 45.5 | 48.7 | 43.7 | ||||||||||||
Gain (loss) on disposition of property, plant, and equipment: |
||||||||||||||||
Net gains on lease fleet sales |
1.7 | 0.3 | 2.3 | 2.3 | ||||||||||||
Disposition of flood-damaged property, plant, and equipment |
— | — | 10.2 | (0.5 | ) | |||||||||||
Other |
2.2 | 1.0 | 4.4 | 0.3 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
3.9 | 1.3 | 16.9 | 2.1 | |||||||||||||
Operating profit |
52.0 | 78.9 | 91.9 | 81.0 | ||||||||||||
Net income |
4.3 | 21.1 | 31.5 | 18.5 | ||||||||||||
Net income attributable to Trinity Industries, Inc. |
2.0 | 18.4 | 29.7 | 17.3 | ||||||||||||
Net income attributable to Trinity Industries, Inc. per common share – basic and diluted |
$ 0.02 | $ 0.23 | $ 0.37 | $ 0.22 |
Originally Reported as Adjusted for the Change in Presentation for Lease Fleet Railcar Sales |
||||||||||||||||
Three Months Ended March 31, 2011 |
Six Months Ended June 30, 2011 |
Nine
Months Ended September 30, 2011 |
||||||||||||||
(in millions) | ||||||||||||||||
Total cash provided by (required by): |
||||||||||||||||
Operating activity |
$ | (11.5 | ) | $ | (3.2 | ) | $ | 28.6 | ||||||||
Investing activity |
(35.6 | ) | (58.3 | ) | (125.6 | ) | ||||||||||
Financing activity |
(46.6 | ) | (35.4 | ) | 15.8 | |||||||||||
|
|
|
|
|
|
|||||||||||
Net increase (decrease) in cash and cash equivalents |
$ | (93.7 | ) | $ | (96.9 | ) | $ | (81.2 | ) | |||||||
Three
Months Ended March 31, 2010 |
Six
Months Ended June 30, 2010 |
Nine
Months Ended September 30, 2010 |
Year Ended December 31, 2010 |
|||||||||||||
(in millions) | ||||||||||||||||
Total cash provided by (required by): |
||||||||||||||||
Operating activity |
$ | (16.2 | ) | $ | 6.1 | $ | 47.5 | $ | 163.9 | |||||||
Investing activity |
(268.4 | ) | (304.0 | ) | (333.0 | ) | (308.2 | ) | ||||||||
Financing activity |
(69.5 | ) | (103.6 | ) | (175.1 | ) | (113.5 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net increase (decrease) in cash and cash equivalents |
$ | (354.1 | ) | $ | (401.5 | ) | $ | (460.6 | ) | $ | (257.8 | ) |
As Adjusted for the Change in Presentation for Lease
Fleet Railcar Sales and the Recognition of Deferred Loan Issuance Costs as Financing Activities |
||||||||||||||||
Three
Months Ended March 31, 2011 |
Six
Months Ended June 30, 2011 |
Nine
Months Ended September 30, 2011 |
||||||||||||||
(in millions) | ||||||||||||||||
Total cash provided by (required by): |
||||||||||||||||
Operating activity |
$ | (5.6 | ) | $ | 2.7 | $ | 49.7 | |||||||||
Investing activity |
(35.6 | ) | (58.3 | ) | (125.6 | ) | ||||||||||
Financing activity |
(52.5 | ) | (41.3 | ) | (5.3 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Net increase (decrease) in cash and cash equivalents.. |
$ | (93.7 | ) | $ | (96.9 | ) | $ | (81.2 | ) | |||||||
Three Months Ended March 31, 2010 |
Six Months Ended June 30, 2010 |
Nine
Months Ended September 30, 2010 |
Year Ended December 31, 2010 |
|||||||||||||
(in millions) | ||||||||||||||||
Total cash provided by (required by): |
||||||||||||||||
Operating activity |
$ | (16.0 | ) | $ | 6.3 | $ | 47.8 | $ | 170.5 | |||||||
Investing activity |
(268.4 | ) | (304.0 | ) | (333.0 | ) | (308.2 | ) | ||||||||
Financing activity |
(69.7 | ) | (103.8 | ) | (175.4 | ) | (120.1 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net increase (decrease) in cash and cash equivalents.. |
$ | (354.1 | ) | $ | (401.5 | ) | $ | (460.6 | ) | $ | (257.8 | ) |
|
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