SECURITIES AND EXCHANGE COMMISSION code) Caption CERTIFICATIONS Three Months Ended June 30, Six Months Ended June 30, Revenues: Manufacturing Leasing Operating costs: Cost of revenues: Manufacturing Leasing Other Selling, engineering, and administrative expenses: Manufacturing Leasing Other Gains on disposition of property, plant, and equipment: Net gains on railcar lease fleet sales Other Total operating profit Other (income) expense: Interest income Interest expense Other, net Income before income taxes Provision for income taxes Net income Net income (loss) attributable to noncontrolling interest Net income attributable to Trinity Industries, Inc. Net income attributable to Trinity Industries, Inc. per common share: Basic Diluted Weighted average number of shares outstanding: Basic Diluted Dividends declared per common share Three Months Ended June 30, Six Months Ended June 30, Net income Unrealized loss on derivative financial instruments: Unrealized gain (loss) arising during the period Reclassification adjustments for losses included in net income Currency translation adjustment – reclassification adjustment for loss included in net income Funded status of pension liability – amortization of actuarial loss Other comprehensive income (loss), before tax Income tax expense (benefit) related to components of other comprehensive income (loss) Other comprehensive income (loss), net of tax Comprehensive income Less: comprehensive income (loss) attributable to noncontrolling interest Comprehensive income attributable to Trinity Industries, Inc. Assets Cash and cash equivalents Receivables, net of allowance Income tax receivable Inventories: Raw materials and supplies Work in process Finished goods Restricted cash, including TRIP Holdings of $59.5 and $74.6 Property, plant, and equipment, at cost, including TRIP Holdings of $1,271.3 and $1,257.7 Less accumulated depreciation, including TRIP Holdings of $137.3 and $122.7 Goodwill Other assets Liabilities and Stockholders’ Equity Accounts payable Accrued liabilities Debt: Recourse, net of unamortized discount of $93.8 and $99.8 Non-recourse: Parent and wholly-owned subsidiaries TRIP Holdings Deferred income Deferred income taxes Other liabilities Stockholders’ equity: Preferred stock – 1.5 shares authorized and unissued Common stock – 200.0 shares authorized Capital in excess of par value Retained earnings Accumulated other comprehensive loss Treasury stock Noncontrolling interest Six Months Ended June 30, Operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization Stock-based compensation expense Excess tax benefits from stock-based compensation Provision for deferred income taxes Net gains on sales of railcars owned more than one year at the time of sale Gain on disposition of property, plant, equipment, and other assets Other Changes in assets and liabilities: (Increase) decrease in receivables (Increase) decrease in income tax receivable (Increase) decrease in inventories (Increase) decrease in other assets Increase (decrease) in accounts payable Increase (decrease) in accrued liabilities Increase (decrease) in other liabilities Net cash provided by operating activities Investing activities: (Increase) decrease in short-term marketable securities Proceeds from sales of railcars owned more than one year at the time of sale Proceeds from lease fleet sales – sale and leaseback Proceeds from disposition of property, plant, equipment, and other assets Capital expenditures – leasing, net of sold railcars owned one year or less Capital expenditures – manufacturing and other Acquisitions, net of cash acquired Net cash required by investing activities Financing activities: Proceeds from issuance of common stock, net Excess tax benefits from stock-based compensation Payments to retire debt – other Proceeds from issuance of debt Deferred loan issuance costs (Increase) decrease in restricted cash Shares repurchased Dividends paid to common shareholders Other Net cash required by financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Balances at December 31, 2011 Net income Other comprehensive income Restricted shares issued, net Shares repurchased Stock options exercised Stock-based compensation expense Balances at June 30, 2012 2011 2011 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 resulting in a decrease in revenue of 2012 2011 Assets: Cash equivalents Restricted cash Equity call agreement with TRIP Holdings equity investor1 Fuel derivative instruments1 Total assets Liabilities: Interest rate hedges:2 Wholly-owned subsidiary TRIP Holdings Equity put agreement with TRIP Holdings equity investor3 Fuel derivative instruments2 Total liabilities Assets: Cash equivalents Restricted cash Equity call agreement with TRIP Holdings equity investor1 Total assets Liabilities: Interest rate hedges:2 Wholly-owned subsidiary TRIP Holdings Equity put agreement with TRIP Holdings equity investor3 Fuel derivative instruments2 Total liabilities 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 for 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 Recourse: Convertible subordinated notes Less: unamortized discount Capital lease obligations Term loan Other Non-recourse: 2006 secured railcar equipment notes Promissory notes 2009 secured railcar equipment notes 2010 secured railcar equipment notes TILC warehouse facility TRIP Holdings senior secured notes TRIP Master Funding secured railcar equipment notes Total Rail Group Construction Products Group Inland Barge Group Energy Equipment Group Railcar Leasing and Management Services Group All Other Corporate Eliminations – Lease subsidiary Eliminations – Other Consolidated Total Rail Group Construction Products Group Inland Barge Group Energy Equipment Group Railcar Leasing and Management Services Group All Other Corporate Eliminations – Lease subsidiary Eliminations – Other Consolidated Total Rail Group Construction Products Group Inland Barge Group Energy Equipment Group Railcar Leasing and Management Services Group All Other Corporate Eliminations – Lease subsidiary Eliminations – Other Consolidated Total Rail Group Construction Products Group Inland Barge Group Energy Equipment Group Railcar Leasing and Management Services Group All Other Corporate Eliminations – Lease subsidiary Eliminations – Other Consolidated Total Cash and cash equivalents Property, plant, and equipment, net Net deferred profit on railcars sold to the Leasing Group Restricted cash Debt: Recourse Less: unamortized discount Non-recourse Less: non-recourse debt owned by Trinity Total debt Net deferred tax liabilities Cash and cash equivalents Property, plant, and equipment, net Net deferred profit on railcars sold to the Leasing Group Restricted cash Debt: Recourse Less: unamortized discount Non-recourse Less: non-recourse debt owned by Trinity Total debt Net deferred tax liabilities Revenues: Wholly owned subsidiaries: Leasing and management Railcar sales(1) TRIP Holdings: Leasing and management Railcar sales(1) Total revenues Operating Profit: Wholly owned subsidiaries: Leasing and management 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 TRIP Holdings: Leasing and management 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 Total operating profit Operating profit margin: Leasing and management Railcar sales(1) Total operating profit margin Interest and rent expense(2): Rent expense Interest expense: Wholly-owned subsidiaries TRIP Holdings: External Intercompany Total interest expense Wholly-owned subsidiaries TRIP Holdings Future operating lease obligations of Trusts’ railcars Future contractual minimum rental revenues of Trusts’ railcars Future operating lease obligations Future contractual minimum rental revenues Capital contributions Equity purchased from investors Equity in earnings Equity in unrealized losses on derivative financial instruments Distributions Deferred broker fees 2012 Interest rate locks: 2005-2006 2006-2007 TRIP Holdings Interest rate swaps: TRIP Master Funding secured railcar equipment notes 2008 debt issuance Weighted average fixed interest rate Interest rate locks: 2005-2006 2006-2007 TRIP Holdings Interest rate swaps: TRIP warehouse TRIP Master Funding secured railcar equipment notes 2008 debt issuance The effect on interest expense results primarily from monthly interest settlements. Fuel hedges(1) Effect of mark to market valuation Settlements Foreign exchange hedges(2) Included in cost of revenues in the accompanying consolidated statement of operations Included in other, net in the accompanying consolidated statement of operations Manufacturing/Corporate: Land Buildings and improvements Machinery and other Construction in progress Less accumulated depreciation Leasing: Wholly-owned subsidiaries: Machinery and other Equipment on lease Less accumulated depreciation TRIP Holdings: Equipment on lease Less accumulated depreciation Net deferred profit on railcars sold to the Leasing Group Sold to wholly-owned subsidiaries Sold to TRIP Holdings 2011 Rail Group Construction Products Group Energy Equipment Group Railcar Leasing and Management Services Group Beginning balance Warranty costs incurred Warranty originations and revisions Warranty expirations Ending balance Manufacturing/Corporate – Recourse: Revolving credit facility Convertible subordinated notes Less: unamortized discount Other Leasing – Recourse: Capital lease obligations Term loan Total recourse debt Leasing – Non-recourse: 2006 secured railcar equipment notes Promissory notes 2009 secured railcar equipment notes 2010 secured railcar equipment notes TILC warehouse facility TRIP Holdings senior secured notes: Total outstanding Less: owned by Trinity TRIP Master Funding secured railcar equipment notes Total non–recourse debt Total debt 2011 Coupon rate interest Amortized debt discount 2014 Recourse: Manufacturing/Corporate Leasing – capital lease obligations (Note 5) Leasing – term loan (Note 5) Non-recourse – leasing (Note 5): 2006 secured railcar equipment notes Promissory notes 2009 secured railcar equipment notes 2010 secured railcar equipment notes TILC warehouse facility TRIP Holdings senior secured notes: Total outstanding Less: owned by Trinity TRIP Master Funding secured railcar equipment notes Facility termination payments: TILC warehouse facility Total principal payments Foreign currency exchange transactions Gain on equity investments Other Other, net Statutory rate State taxes Tax settlements Changes in tax reserves Foreign tax adjustments Other, net Effective rate when our issues will be reviewed by Competent Authority, we cannot determine when the In early Beginning balance Additions for tax positions related to the current year Additions for tax positions of prior years Reductions for tax positions of prior years Settlements Expiration of statute of limitations Ending balance corresponding deferred tax asset recorded. In addition, we record deferred tax assets for the future deduction of state taxes and accrued interest. The total amount of unrecognized tax benefits including interest and penalties at Service cost Interest Expected return on plan assets Actuarial loss Defined benefit expense Profit sharing Net expense Balance at December 31, 2011 Other comprehensive income Balance at June 30, 2012, net of tax expense (benefit) of $0.2, $(32.2), $(41.0) and $(73.0) 2011 Net income attributable to Trinity Industries, Inc. Unvested restricted share participation Net income attributable to Trinity Industries, Inc. – basic Effect of dilutive securities: Stock options Net income attributable to Trinity Industries, Inc. – diluted Net income attributable to Trinity Industries, Inc. Unvested restricted share participation Net income attributable to Trinity Industries, Inc. – basic Effect of dilutive securities: Stock options Net income attributable to Trinity Industries, Inc. – diluted continuing. •Executive Summary •Results of Operations •Liquidity and Capital Resources •Contractual Obligations and Commercial Commitments •Recent Accounting Pronouncements •Forward-Looking Statements Rail Group External Customers Leasing Group Inland Barge Structural wind towers Rail Group Construction Products Group Inland Barge Group Energy Equipment Group Railcar Leasing and Management Services Group All Other Eliminations – Lease subsidiary Eliminations – Other Consolidated Total Rail Group Construction Products Group Inland Barge Group Energy Equipment Group Railcar Leasing and Management Services Group All Other Eliminations – Lease subsidiary Eliminations – Other Consolidated Total Rail Group Construction Products Group Inland Barge Group Energy Equipment Group Railcar Leasing and Management Services Group All Other Corporate Eliminations – lease subsidiary Eliminations – other Consolidated Total Interest income Interest expense Other, net Consolidated Total period. Statutory rate State taxes Tax settlements Changes in tax reserves Foreign tax adjustments Other, net Effective rate In early Revenues: Rail Components Total revenues Operating profit Operating profit margin External Customers Leasing Group Total Beginning balance Orders received Shipments Ending balance For the Revenues: Concrete and Aggregates Highway Products Other Total revenues Operating profit Operating profit margin Revenues expenses offset partially by improved operating efficiencies in our Concrete and Aggregates business. Revenues Operating profit Operating profit margin Revenues: Structural wind towers Other Total revenues Operating profit Operating profit margin Revenues: Wholly owned subsidiaries: Leasing and management Railcar sales(1) TRIP Holdings: Leasing and management Railcar sales(1) Total revenues Operating Profit: Wholly owned subsidiaries: Leasing and management 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 TRIP Holdings: Leasing and management 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 Total operating profit Operating profit margin: Leasing and management Railcar sales(1) Total operating profit margin Fleet utilization: Wholly-owned subsidiaries TRIP Holdings Total fleet Total revenues increased for the three and In addition, for the nine months endedSeptember 30, 2012, compared to the same period last year, revenues also increased due to increased railcar sales from the lease fleet. lease term Wholly-owned subsidiaries TRIP Holdings Total fleet Revenues Operating profit (loss) Operating costs Total cash provided by (required by) Operating activities Investing activities Financing activities Net decrease in cash and cash equivalents . nine months ended 2012 2014 2011 2012 Interest rate locks: 2005-2006 2006-2007 TRIP Holdings Interest rate swaps: TRIP Master Funding secured railcar equipment notes 2008 debt issuance Weighted average fixed interest rate Interest rate locks: 2005-2006 2006-2007 TRIP Holdings Interest rate swaps: TRIP warehouse TRIP Master Funding secured railcar equipment notes 2008 debt issuance The effect on interest expense results primarily from monthly interest settlements. Fuel hedges(1) Effect of mark to market valuation Settlements Foreign exchange hedges(2) Included in cost of revenues in the accompanying consolidated statement of operations Included in other, net in the accompanying consolidated statement of operations 2012 the cyclical nature of industries in which we compete; variations in weather in areas where our construction products are sold, used, or installed; naturally-occurring events and disasters causing disruption to our manufacturing, product deliveries, and production capacity, thereby giving rise to an increase in expenses, loss of revenue, and property losses; the timing of introduction of new products; the timing and delivery of customer orders or a breach of customer contracts; the credit worthiness of customers and their access to capital; product price changes; changes in mix of products sold; the extent of utilization of manufacturing capacity; availability and costs of steel, component parts, supplies, and other raw materials; competition and other competitive factors; changing technologies; surcharges and other fees added to fixed pricing agreements for steel, component parts, supplies and other raw materials; interest rates and capital costs; counter-party risks for financial instruments; long-term funding of our operations; taxes; the stability of the governments and political and business conditions in certain foreign countries, particularly Mexico; changes in import and export quotas and regulations; business conditions in emerging economies; costs and results of litigation; and legal, regulatory, and environmental issues. 2012 Period April 1, 2012 through April 30, 2012 May 1, 2012 through May 31, 2012 June 1, 2012 through June 30, 2012 Total 2012 Exhibit Number Description Exhibit Number Descriptionx QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 JUNESEPTEMBER 30, 2012¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Delaware 75-0225040 75207-2401 (Address of principal executive offices) (Zip Code) codeLarge accelerated filer x Accelerated filer ¨ Non-accelerated filer Smaller reporting company ¨ July 13,October 15, 2012 the number of shares of common stock outstanding was 79,002,339.78,933,933.CaptionPagePage 2 24 35 35 36 36 36 36 36 36 37 38 2012 2011 2012 2011 (in millions, except per share amounts) $ 836.1 $ 580.1 $ 1,619.3 $ 1,094.5 192.3 128.2 334.4 248.0 1,028.4 708.3 1,953.7 1,342.5 694.9 498.2 1,366.9 929.9 112.1 63.3 185.5 123.8 14.4 7.4 25.5 15.5 821.4 568.9 1,577.9 1,069.2 39.1 33.4 75.6 67.4 7.3 5.6 13.4 11.3 9.6 8.5 20.9 19.1 56.0 47.5 109.9 97.8 1.6 0.4 5.3 1.5 2.3 3.1 6.1 3.9 154.9 95.4 277.3 180.9 (0.3 ) (0.4 ) (0.7 ) (0.7 ) 47.9 43.8 95.8 88.3 (0.0 ) (0.6 ) (3.0 ) (1.1 ) 47.6 42.8 92.1 86.5 107.3 52.6 185.2 94.4 39.8 21.0 65.4 37.2 67.5 31.6 119.8 57.2 (0.3 ) 1.6 (0.9 ) 3.0 $ 67.8 $ 30.0 $ 120.7 $ 54.2 $ 0.84 $ 0.37 $ 1.50 $ 0.68 $ 0.84 $ 0.37 $ 1.50 $ 0.67 77.7 77.4 77.7 77.2 77.9 77.7 77.9 77.5 $ 0.11 $ 0.09 $ 0.20 $ 0.17 Three Months Ended
September 30, Nine Months Ended
September 30, 2012 2011 2012 2011 (in millions, except per share amounts) Revenues: Manufacturing $ 778.2 $ 643.7 $ 2,397.5 $ 1,738.2 Leasing 159.3 147.4 493.7 395.4 937.5 791.1 2,891.2 2,133.6 Operating costs: Cost of revenues: Manufacturing 658.2 548.4 2,025.1 1,478.3 Leasing 84.3 78.6 269.8 202.4 Other 13.1 7.1 38.6 22.6 755.6 634.1 2,333.5 1,703.3 Selling, engineering, and administrative expenses: Manufacturing 38.6 35.8 114.2 103.2 Leasing 7.5 6.2 20.9 17.5 Other 12.4 11.5 33.3 30.6 58.5 53.5 168.4 151.3 Gains on disposition of property, plant, and equipment: Net gains on railcar lease fleet sales 17.0 1.6 22.3 3.1 Other 1.5 0.3 7.6 4.2 Total operating profit 141.9 105.4 419.2 286.3 Other (income) expense: Interest income (0.4 ) (0.5 ) (1.1 ) (1.2 ) Interest expense 47.8 47.9 143.6 136.2 Other, net (1.4 ) 5.3 (4.4 ) 4.2 46.0 52.7 138.1 139.2 Income before income taxes 95.9 52.7 281.1 147.1 Provision for income taxes 32.8 21.1 98.2 58.3 Net income 63.1 31.6 182.9 88.8 Net income (loss) attributable to noncontrolling interest (0.1 ) (0.3 ) (1.0 ) 2.7 Net income attributable to Trinity Industries, Inc. $ 63.2 $ 31.9 $ 183.9 $ 86.1 Net income attributable to Trinity Industries, Inc. per common share: Basic $ 0.80 $ 0.40 $ 2.30 $ 1.07 Diluted $ 0.80 $ 0.40 $ 2.29 $ 1.07 Weighted average number of shares outstanding: Basic 76.5 77.7 77.3 77.4 Diluted 76.7 77.9 77.5 77.7 Dividends declared per common share $ 0.11 $ 0.09 $ 0.31 $ 0.26 2012 2011 2012 2011 (in millions) $ 67.5 $ 31.6 $ 119.8 $ 57.2 0.3 (12.5 ) 3.0 1.8 2.2 0.9 4.5 1.7 1.1 (0.1 ) 1.1 (0.1 ) 0.8 — 1.7 — 4.4 (11.7 ) 10.3 3.4 1.6 (4.3 ) 4.0 1.1 2.8 (7.4 ) 6.3 2.3 70.3 24.2 126.1 59.5 (0.1 ) (0.3 ) (0.2 ) 3.4 $ 70.4 $ 24.5 $ 126.3 $ 56.1 Three Months Ended
September 30, Nine Months Ended
September 30, 2012 2011 2012 2011 (in millions) Net income $ 63.1 $ 31.6 $ 182.9 $ 88.8 Unrealized loss on derivative financial instruments: Unrealized gain (loss) arising during the period 2.2 (10.7 ) 5.2 (8.9 ) Reclassification adjustments for losses included in net income 2.3 1.5 6.8 3.2 Currency translation adjustment – reclassification adjustment for loss included in net income 0.0 0.0 1.1 (0.1 ) Funded status of pension liability – amortization of actuarial loss 0.8 — 2.5 — Other comprehensive income (loss), before tax 5.3 (9.2 ) 15.6 (5.8 ) Income tax expense (benefit) related to components of other comprehensive income (loss) 2.1 (3.3 ) 6.1 (2.2 ) Other comprehensive income (loss), net of tax 3.2 (5.9 ) 9.5 (3.6 ) Comprehensive income 66.3 25.7 192.4 85.2 Less: comprehensive income (loss) attributable to noncontrolling interest 0.2 (1.0 ) 0.0 2.4 Comprehensive income attributable to Trinity Industries, Inc. $ 66.1 $ 26.7 $ 192.4 $ 82.8 June 30,
2012 December 31,
2011 (unaudited) (in millions) $ 294.1 $ 351.1 334.9 384.3 5.2 1.6 385.4 324.8 143.0 125.6 121.5 99.5 649.9 549.9 218.9 240.3 5,560.2 5,407.9 (1,309.0 ) (1,228.4 ) 4,251.2 4,179.5 226.6 225.9 216.7 188.4 $ 6,197.5 $ 6,121.0 $ 234.6 $ 207.4 394.1 421.3 461.5 457.7 1,568.7 1,616.0 880.3 901.2 2,910.5 2,974.9 37.9 38.7 504.5 434.7 87.7 95.7 4,169.3 4,172.7 — — 81.7 81.7 638.1 626.5 1,419.4 1,314.7 (128.4 ) (134.0 ) (66.9 ) (25.1 ) 1,943.9 1,863.8 84.3 84.5 2,028.2 1,948.3 $ 6,197.5 $ 6,121.0 September 30,
2012 December 31,
2011 (unaudited) (in millions) Assets Cash and cash equivalents $ 312.2 $ 351.1 Receivables, net of allowance 423.5 384.3 Income tax receivable 5.1 1.6 Inventories: Raw materials and supplies 400.3 324.8 Work in process 180.5 125.6 Finished goods 110.9 99.5 691.7 549.9 Restricted cash, including TRIP Holdings of $59.0 and $74.6 234.8 240.3 Property, plant, and equipment, at cost, including TRIP Holdings of $1,272.3 and $1,257.7 5,636.5 5,407.9 Less accumulated depreciation, including TRIP Holdings of $145.2 and $122.7 (1,352.8 ) (1,228.4 ) 4,283.7 4,179.5 Goodwill 229.8 225.9 Other assets 238.3 188.4 $ 6,419.1 $ 6,121.0 Liabilities and Stockholders’ Equity Accounts payable $ 212.6 $ 207.4 Accrued liabilities 478.1 421.3 Debt: Recourse, net of unamortized discount of $90.7 and $99.8 462.3 457.7 Non-recourse: Parent and wholly-owned subsidiaries 1,646.9 1,616.0 TRIP Holdings 868.9 901.2 2,978.1 2,974.9 Deferred income 37.0 38.7 Deferred income taxes 543.0 434.7 Other liabilities 83.3 95.7 4,332.1 4,172.7 Stockholders’ equity: Preferred stock – 1.5 shares authorized and unissued — — Common stock – 200.0 shares authorized 81.7 81.7 Capital in excess of par value 643.2 626.5 Retained earnings 1,474.0 1,314.7 Accumulated other comprehensive loss (125.5 ) (134.0 ) Treasury stock (70.9 ) (25.1 ) 2,002.5 1,863.8 Noncontrolling interest 84.5 84.5 2,087.0 1,948.3 $ 6,419.1 $ 6,121.0 2012 2011 (in millions) $ 119.8 $ 57.2 98.7 95.4 12.5 9.4 (1.2 ) (0.3 ) 61.9 16.6 (5.3 ) (1.5 ) (6.1 ) (3.9 ) 5.5 6.6 49.4 (99.2 ) (3.6 ) 3.0 (100.0 ) (138.4 ) (26.0 ) (4.9 ) 27.2 57.2 (29.4 ) (5.4 ) (4.9 ) 17.0 198.5 8.8 — 116.0 34.1 12.2 7.2 — 13.3 5.3 (172.5 ) (151.9 ) (36.8 ) (24.6 ) — (15.3 ) (154.7 ) (58.3 ) 1.4 1.6 1.2 0.3 (86.7 ) (79.1 ) 16.2 52.7 — (5.9 ) 21.4 1.8 (35.2 ) — (14.5 ) (12.7 ) (4.6 ) (6.1 ) (100.8 ) (47.4 ) (57.0 ) (96.9 ) 351.1 354.0 $ 294.1 $ 257.1 Nine Months Ended
September 30, 2012 2011 (in millions) Operating activities: Net income $ 182.9 $ 88.8 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 148.8 144.3 Stock-based compensation expense 20.4 16.3 Excess tax benefits from stock-based compensation 1.4 (0.3 ) Provision for deferred income taxes 92.4 32.4 Net gains on sales of railcars owned more than one year at the time of sale (22.3 ) (3.1 ) Gain on disposition of property, plant, equipment, and other assets (7.6 ) (4.2 ) Other 6.6 8.3 Changes in assets and liabilities: (Increase) decrease in receivables (38.8 ) (79.3 ) (Increase) decrease in income tax receivable (3.5 ) 7.4 (Increase) decrease in inventories (141.3 ) (208.8 ) (Increase) decrease in other assets (53.1 ) (10.2 ) Increase (decrease) in accounts payable 5.2 78.6 Increase (decrease) in accrued liabilities 63.6 (30.0 ) Increase (decrease) in other liabilities (2.6 ) 15.9 Net cash provided by operating activities 252.1 56.1 Investing activities: (Increase) decrease in short-term marketable securities — 158.0 Proceeds from sales of railcars owned more than one year at the time of sale 94.9 17.8 Proceeds from lease fleet sales – sale and leaseback 7.2 — Proceeds from disposition of property, plant, equipment, and other assets 18.9 6.8 Capital expenditures – leasing, net of sold railcars owned one year or less (266.3 ) (213.6 ) Capital expenditures – manufacturing and other (67.4 ) (52.1 ) Acquisitions, net of cash acquired (4.9 ) (42.5 ) Net cash required by investing activities (217.6 ) (125.6 ) Financing activities: Proceeds from issuance of common stock, net 2.1 1.8 Excess tax benefits from stock-based compensation (1.4 ) 0.3 Payments to retire debt – other (123.4 ) (1,068.5 ) Proceeds from issuance of debt 117.4 1,124.5 Deferred loan issuance costs — (21.1 ) (Increase) decrease in restricted cash 5.5 (22.3 ) Shares repurchased (45.2 ) — Dividends paid to common shareholders (23.1 ) (20.0 ) Other (5.3 ) (6.4 ) Net cash required by financing activities (73.4 ) (11.7 ) Net decrease in cash and cash equivalents (38.9 ) (81.2 ) Cash and cash equivalents at beginning of period 351.1 354.0 Cash and cash equivalents at end of period $ 312.2 $ 272.8 Common
Stock Treasury
Stock Shares Amount Capital in
Excess of
Par Value Retained
Earnings Accumulated
Other
Comprehensive
Loss Shares Amount Trinity
Stockholders’
Equity Noncontrolling
Interest Total
Stockholders’
Equity (in millions) 81.7 $ 81.7 $ 626.5 $ 1,314.7 $ (134.0 ) (1.5 ) $ (25.1 ) $ 1,863.8 $ 84.5 $ 1,948.3 — — — 120.7 — — — 120.7 (0.9 ) 119.8 — — — — 5.6 — — 5.6 0.7 6.3 Cash dividends on common stock — — — (16.0 ) — — — (16.0 ) — (16.0 ) — — 10.7 — — 0.4 (1.3 ) 9.4 — 9.4 — — — — — (1.7 ) (41.2 ) (41.2 ) — (41.2 ) — — 0.7 — — 0.1 0.7 1.4 — 1.4 — — 0.2 — — — — 0.2 — 0.2 81.7 $ 81.7 $ 638.1 $ 1,419.4 $ (128.4 ) (2.7 ) $ (66.9 ) $ 1,943.9 $ 84.3 $ 2,028.2 Shares Amount Shares Amount (in millions) Balances at
December 31, 2011 81.7 $ 81.7 $ 626.5 $ 1,314.7 $ (134.0 ) (1.5 ) $ (25.1 ) $ 1,863.8 $ 84.5 $ 1,948.3 Net income — — — 183.9 — — — 183.9 (1.0 ) 182.9 Other comprehensive income — — — — 8.5 — — 8.5 1.0 9.5 Cash dividends on common stock — — — (24.6 ) — — — (24.6 ) — (24.6 ) Restricted shares issued, net — — 18.5 — — 0.4 (1.5 ) 17.0 — 17.0 Shares repurchased — — — — — (1.8 ) (45.2 ) (45.2 ) — (45.2 ) Stock options exercised — — 0.6 — — 0.2 1.5 2.1 — 2.1 Stock-based compensation expense — — (2.4 ) — — — — (2.4 ) — (2.4 ) Other — — — — — (0.1 ) (0.6 ) (0.6 ) — (0.6 ) Balances at
September 30, 2012 81.7 $ 81.7 $ 643.2 $ 1,474.0 $ (125.5 ) (2.8 ) $ (70.9 ) $ 2,002.5 $ 84.5 $ 2,087.0 JuneSeptember 30, 2012, and the results of operations for the three and sixnine month periods ended JuneSeptember 30, 2012 and 2011, and cash flows for the sixnine month periods ended JuneSeptember 30, 2012 and 2011, have been made in conformity with generally accepted accounting principles. Because of seasonal and other factors, the results of operations for the sixnine month period ended JuneSeptember 30, 2012 may not be indicative of expected results of operations for the year ending December 31, 2012.2012. These interim financial statements and notes are condensed as permitted by the instructions to Form 10-Q and should be read in conjunction with the audited consolidated financial statements of the Company included in its Form 10-K for the year ended December 31, 2011.December 2010,September 2012, the Company’s Board of Directors authorized a $200new $200 million share repurchase program, effective JanuaryOctober 1, 2011,2012, which expires on December 31, 2012.2014. The new program replaces the Company's prior program which expired on September 30, 2012. During the three and six monthsnine month periods ended JuneSeptember 30, 2012, the Company repurchased 1,692,229141,992 shares and 1,834,221 shares, respectively, under thisthe prior program at a cost of approximately $41.2 million. Certain shares of stock repurchased during June 2012, totaling $6.0$4.0 million were cash settled in July 2012 in accordance with normal settlement practices. and $45.2 million, respectively. No shares were repurchased under thisthe prior program during the three and six monthsnine month periods ended JuneSeptember 30, 2011.JuneSeptember 30, 2012, one customer’s net receivable balance in our Energy Equipment Group, all within terms, accounted for approximately 20%22% of the consolidated net receivables balance outstanding.currentprior comprehensive income guidance. ASU 2011-05 became effective for public companies during the interim and annual periods beginning after December 15, 2011 with early adoption permitted. Accordingly, the Company adopted this new standard on January 1, 2012 by including the consolidated statement of comprehensive income with its consolidated financial statements and revising Note 15 Accumulated Other Comprehensive Loss. 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 reporting format with regard to components of other comprehensive income.Reclassifications$2.2$5.7 million and $12.2$17.9 million for the three and sixnine months ended JuneSeptember 30, 2011, respectively. The adoption of this policy had no effect on operating profit or net income. Certain prior year balances have been reclassified in the Consolidated Statements of Cash Flows to conform to the 2012 presentation.sixnine months ended JuneSeptember 30, 2012 and 2011, all of our acquisition and divestiture activity occurred in the Construction Products Group as summarized below: Acquisitions Divestitures Total cost Net cash
paid Goodwill
recorded Proceeds Gain
recognized Goodwill
charged off (in millions) $ 2.0 $ — $ 0.8 $ 2.1 $ 1.5 $ 0.1 $ 23.6 $ 15.3 $ 7.0 $ 8.3 $ 0.7 $ 1.0 Three Months Ended
September 30,Nine Months Ended
September 30, 2012 2011 2012 2011 (in millions) Acquisitions: Total cost $ 5.5 $ 32.8 $ 7.5 $ 56.4 Net cash paid $ 4.9 $ 27.2 $ 4.9 $ 42.5 Goodwill recorded $ 3.2 $ 22.3 $ 4.0 $ 29.3 Divestitures: Proceeds $ — $ — $ 2.1 $ 8.3 Gain recognized $ — $ — $ 1.5 $ 0.7 Goodwill charged off $ — $ — $ 0.1 $ 1.0 Fair Value Measurement as of June 30, 2012 (in millions) Level 1 Level 2 Level 3 Total $ 139.8 $ — $ — $ 139.8 218.9 — — 218.9 — — 0.6 0.6 — 0.0 — 0.0 $ 358.7 $ 0.0 $ 0.6 $ 359.3 $ — $ 44.3 $ — $ 44.3 — 5.4 — 5.4 — — 2.2 2.2 — 0.3 — 0.3 $ — $ 50.0 $ 2.2 $ 52.2 Fair Value Measurement as of December 31, 2011 (in millions) Level 1 Level 2 Level 3 Total $ 246.6 $ — $ — $ 246.6 240.3 — — 240.3 — — 0.7 0.7 $ 486.9 $ — $ 0.7 $ 487.6 $ — $ 48.9 $ — $ 48.9 — 4.8 — 4.8 — — 3.1 3.1 — 0.1 — 0.1 $ — $ 53.8 $ 3.1 $ 56.9 Fair Value Measurement as of September 30, 2012 (in millions) Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 200.6 $ — $ — $ 200.6 Restricted cash 234.8 — — 234.8 — — 0.2 0.2 — 0.4 — 0.4 Total assets $ 435.4 $ 0.4 $ 0.2 $ 436.0 Liabilities: Wholly-owned subsidiary $ — $ 41.9 $ — $ 41.9 TRIP Holdings — 5.6 — 5.6 — — 1.2 1.2 Total liabilities $ — $ 47.5 $ 1.2 $ 48.7 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 — — 0.7 0.7 Total assets $ 486.9 $ — $ 0.7 $ 487.6 Liabilities: Wholly-owned subsidiary $ — $ 48.9 $ — $ 48.9 TRIP Holdings — 4.8 — 4.8 — — 3.1 3.1 — 0.1 — 0.1 Total liabilities $ — $ 53.8 $ 3.1 $ 56.9 1Included in other assets on the consolidated balance sheet.2Included in accrued liabilities on the consolidated balance sheet.3Included in other liabilities on the consolidated balance sheet. June 30, 2012 December 31, 2011 Carrying
Value Estimated
Fair Value Carrying
Value Estimated
Fair Value (in millions) $ 450.0 $ 450.2 $ 450.0 $ 439.4 (93.8 ) (99.8 ) 356.2 350.2 47.2 47.2 48.6 48.6 52.4 55.6 54.7 55.7 5.7 5.7 4.2 4.2 461.5 558.7 457.7 547.9 262.6 283.1 269.3 278.5 452.6 433.8 465.5 448.6 213.9 242.1 218.4 228.6 348.2 354.8 354.3 333.1 291.4 291.4 308.5 308.5 61.2 62.8 61.2 61.6 819.1 892.4 840.0 834.9 2,449.0 2,560.4 2,517.2 2,493.8 $ 2,910.5 $ 3,119.1 $ 2,974.9 $ 3,041.7 September 30, 2012 December 31, 2011 (in millions) Recourse: Convertible subordinated notes $ 450.0 $ 465.7 $ 450.0 $ 439.4 Less: unamortized discount (90.7 ) (99.8 ) 359.3 350.2 Capital lease obligations 46.5 46.5 48.6 48.6 Term loan 51.4 54.5 54.7 55.7 Other 5.1 5.1 4.2 4.2 462.3 571.8 457.7 547.9 Non-recourse: 2006 secured railcar equipment notes 259.1 287.2 269.3 278.5 Promissory notes 445.5 431.2 465.5 448.6 2009 secured railcar equipment notes 211.6 251.8 218.4 228.6 2010 secured railcar equipment notes 345.0 371.6 354.3 333.1 TILC warehouse facility 385.7 385.7 308.5 308.5 TRIP Holdings senior secured notes 61.2 62.5 61.2 61.6 TRIP Master Funding secured railcar equipment notes 807.7 913.7 840.0 834.9 2,515.8 2,703.7 2,517.2 2,493.8 Total $ 2,978.1 $ 3,275.5 $ 2,974.9 $ 3,041.7 JuneSeptember 30, 2012 and December 31, 2011, respectively (level(Level 1 input). The estimated fair values of our 2006, 2009, and 2010 secured railcar equipment notes, promissory notes, TRIP Holdings senior secured notes, TRIP Rail Master Funding LLC (“TRIP Master Funding”) secured railcar equipment notes, and term loan are based on our estimate of their fair value as of JuneSeptember 30, 2012 and December 31, 2011, respectively. These values were determined by discounting their future cash flows at the current market interest rate (level(Level 3 inputs). 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 (level (Level 3 input). The fair values of all other financial instruments are estimated to approximate carrying value.whichthat 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 that can be utilized by multiple segments are included in operating profit of the All Other segment. JuneSeptember 30, 2012 Revenues Operating Profit External Intersegment Total (Loss) (in millions) $ 380.2 $ 136.7 $ 516.9 $ 53.0 151.6 5.2 156.8 15.2 173.9 — 173.9 36.6 126.6 4.1 130.7 4.0 192.3 1.9 194.2 76.4 3.8 17.0 20.8 (6.3 ) — — — (9.6 ) — (132.3 ) (132.3 ) (12.2 ) — (32.6 ) (32.6 ) (2.2 ) $ 1,028.4 $ — $ 1,028.4 $ 154.9 Revenues External Intersegment Total (in millions) Rail Group $ 328.3 $ 129.6 $ 457.9 $ 35.2 Construction Products Group 148.2 6.1 154.3 12.7 Inland Barge Group 166.5 — 166.5 26.9 Energy Equipment Group 131.0 4.6 135.6 9.5 Railcar Leasing and Management Services Group 159.3 0.6 159.9 85.1 All Other 4.2 20.4 24.6 (2.0 ) Corporate — — — (12.4 ) Eliminations – Lease subsidiary — (125.9 ) (125.9 ) (14.1 ) Eliminations – Other — (35.4 ) (35.4 ) 1.0 Consolidated Total $ 937.5 $ — $ 937.5 $ 141.9 JuneSeptember 30, 2011 Revenues Operating Profit External Intersegment Total (Loss) (in millions) $ 197.3 $ 83.4 $ 280.7 $ 15.4 148.0 1.3 149.3 16.1 117.8 — 117.8 19.1 115.1 2.4 117.5 1.2 128.2 — 128.2 59.7 1.9 12.4 14.3 (0.2 ) — — — (8.4 ) — (79.5 ) (79.5 ) (7.1 ) — (20.0 ) (20.0 ) (0.4 ) $ 708.3 $ — $ 708.3 $ 95.4 Revenues External Intersegment Total (in millions) Rail Group $ 227.7 $ 93.2 $ 320.9 $ 18.2 Construction Products Group 161.1 3.7 164.8 17.8 Inland Barge Group 143.2 — 143.2 26.0 Energy Equipment Group 107.3 4.3 111.6 (1.9 ) Railcar Leasing and Management Services Group 147.4 — 147.4 64.2 All Other 4.4 13.6 18.0 (0.3 ) Corporate — — — (11.5 ) Eliminations – Lease subsidiary — (87.9 ) (87.9 ) (8.1 ) Eliminations – Other — (26.9 ) (26.9 ) 1.0 Consolidated Total $ 791.1 $ — $ 791.1 $ 105.4 JuneSeptember 30, 2012 Revenues Operating Profit External Intersegment Total (Loss) (in millions) $ 721.4 $ 262.6 $ 984.0 $ 93.1 301.2 10.6 311.8 26.0 343.3 — 343.3 66.6 246.7 9.0 255.7 0.2 334.4 2.1 336.5 142.9 6.7 29.8 36.5 (5.1 ) — — — (21.2 ) — (254.9 ) (254.9 ) (23.1 ) — (59.2 ) (59.2 ) (2.1 ) $ 1,953.7 $ — $ 1,953.7 $ 277.3 Revenues External Intersegment Total (in millions) Rail Group $ 1,049.7 $ 392.2 $ 1,441.9 $ 128.3 Construction Products Group 449.4 16.7 466.1 38.7 Inland Barge Group 509.8 — 509.8 93.5 Energy Equipment Group 377.7 13.6 391.3 9.7 Railcar Leasing and Management Services Group 493.7 2.7 496.4 228.0 All Other 10.9 50.2 61.1 (7.1 ) Corporate — — — (33.6 ) Eliminations – Lease subsidiary — (380.8 ) (380.8 ) (37.2 ) Eliminations – Other — (94.6 ) (94.6 ) (1.1 ) Consolidated Total $ 2,891.2 $ — $ 2,891.2 $ 419.2 SixNine Months Ended JuneSeptember 30, 2011 Revenues Operating Profit External Intersegment Total (Loss) (in millions) $ 328.3 $ 172.2 $ 500.5 $ 24.7 278.1 4.8 282.9 24.4 255.7 — 255.7 40.8 228.3 7.9 236.2 11.7 248.0 — 248.0 114.4 4.1 23.3 27.4 (0.5 ) — — — (19.1 ) — (164.9 ) (164.9 ) (15.2 ) — (43.3 ) (43.3 ) (0.3 ) $ 1,342.5 $ — $ 1,342.5 $ 180.9 Revenues External Intersegment Total (in millions) Rail Group $ 556.0 $ 265.4 $ 821.4 $ 42.9 Construction Products Group 439.2 8.5 447.7 42.2 Inland Barge Group 398.9 — 398.9 66.8 Energy Equipment Group 335.6 12.2 347.8 9.8 Railcar Leasing and Management Services Group 395.4 — 395.4 178.6 All Other 8.5 36.9 45.4 (0.8 ) Corporate — — — (30.6 ) Eliminations – Lease subsidiary — (252.8 ) (252.8 ) (23.3 ) Eliminations – Other — (70.2 ) (70.2 ) 0.7 Consolidated Total $ 2,133.6 $ — $ 2,133.6 $ 286.3 June 30, 2012 Leasing Group Wholly-
Owned
Subsidiaries TRIP
Holdings Manufacturing/
Corporate Total (in millions, unaudited) $ 2.2 $ — $ 291.9 $ 294.1 $ 3,148.0 $ 1,134.0 $ 503.7 $ 4,785.7 (349.7 ) (184.8 ) — (534.5 ) $ 2,798.3 $ 949.2 $ 503.7 $ 4,251.2 $ 159.4 $ 59.5 $ — $ 218.9 $ 99.6 $ — $ 455.7 $ 555.3 — — (93.8 ) (93.8 ) 99.6 — 361.9 461.5 1,568.7 989.1 — 2,557.8 — (108.8 ) — (108.8 ) $ 1,668.3 $ 880.3 $ 361.9 $ 2,910.5 $ 579.5 $ 4.4 $ (79.4 ) $ 504.5 December 31, 2011 Leasing Group Wholly-
Owned
Subsidiaries TRIP
Holdings Manufacturing/
Corporate Total (in millions) $ 3.2 $ — $ 347.9 $ 351.1 $ 3,066.0 $ 1,135.0 $ 510.0 $ 4,711.0 (344.5 ) (187.0 ) — (531.5 ) $ 2,721.5 $ 948.0 $ 510.0 $ 4,179.5 $ 165.7 $ 74.6 $ — $ 240.3 $ 103.3 $ — $ 454.2 $ 557.5 — — (99.8 ) (99.8 ) 103.3 — 354.4 457.7 1,616.0 1,010.0 — 2,626.0 — (108.8 ) — (108.8 ) $ 1,719.3 $ 901.2 $ 354.4 $ 2,974.9 $ 582.4 $ 4.7 $ (152.4 ) $ 434.7 September 30, 2012 Leasing Group Total (in millions, unaudited) Cash and cash equivalents $ 5.0 $ — $ 307.2 $ 312.2 Property, plant, and equipment, net $ 3,175.3 $ 1,127.1 $ 516.6 $ 4,819.0 Net deferred profit on railcars sold to the Leasing Group (352.8 ) (182.5 ) — (535.3 ) $ 2,822.5 $ 944.6 $ 516.6 $ 4,283.7 Restricted cash $ 175.8 $ 59.0 $ — $ 234.8 Debt: Recourse $ 97.9 $ — $ 455.1 $ 553.0 Less: unamortized discount — — (90.7 ) (90.7 ) 97.9 — 364.4 462.3 Non-recourse 1,646.9 977.7 — 2,624.6 Less: non-recourse debt owned by Trinity — (108.8 ) — (108.8 ) Total debt $ 1,744.8 $ 868.9 $ 364.4 $ 2,978.1 Net deferred tax liabilities $ 622.4 $ 5.1 $ (84.5 ) $ 543.0 December 31, 2011 Leasing Group Total (in millions) Cash and cash equivalents $ 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 Three Months Ended
June 30, Six Months Ended June 30, 2012 2011 Percent 2012 2011 Percent ($ in millions) Change ($ in millions) Change $ 102.2 $ 92.9 10.0 % $ 200.5 $ 183.2 9.4 % 62.2 6.6 * 77.1 6.6 * 164.4 99.5 65.2 277.6 189.8 46.3 29.8 28.7 3.8 58.9 58.2 1.2 — — — — — — 29.8 28.7 3.8 58.9 58.2 1.2 $ 194.2 $ 128.2 51.5 $ 336.5 $ 248.0 35.7 $ 44.0 $ 39.5 $ 87.1 $ 76.0 13.5 3.0 16.4 3.0 1.6 0.4 5.7 1.4 59.1 42.9 109.2 80.4 17.3 16.8 34.1 33.9 — — — — — — (0.4 ) 0.1 17.3 16.8 33.7 34.0 $ 76.4 $ 59.7 $ 142.9 $ 114.4 46.4 % 46.3 % 46.7 % 45.5 % * * * * 39.3 46.6 42.5 46.1 $ 12.8 $ 12.2 $ 25.5 $ 24.3 $ 24.3 $ 25.4 $ 48.9 $ 50.6 15.0 10.8 30.2 22.3 3.2 — 6.5 — 18.2 10.8 36.7 22.3 $ 42.5 $ 36.2 $ 85.6 $ 72.9 Three Months Ended
September 30, Nine Months Ended
September 30, 2012 2011 2012 2011 ($ in millions) ($ in millions) Revenues: Wholly owned subsidiaries: Leasing and management $ 106.4 $ 94.6 12.5 % $ 306.9 $ 277.8 10.5 % 23.4 23.6 * 100.5 30.2 * 129.8 118.2 9.8 407.4 308.0 32.3 TRIP Holdings: Leasing and management 30.1 29.2 3.1 89.0 87.4 1.8 — — — — — — 30.1 29.2 3.1 89.0 87.4 1.8 Total revenues $ 159.9 $ 147.4 8.5 $ 496.4 $ 395.4 25.5 Operating Profit: Wholly owned subsidiaries: Leasing and management $ 47.1 $ 40.3 $ 134.2 $ 116.3 Railcars owned one year or less at the time of sale 4.3 4.9 20.7 7.9 Railcars owned more than one year at the time of sale 15.9 1.6 21.6 3.0 67.3 46.8 176.5 127.2 TRIP Holdings: Leasing and management 16.7 17.4 50.8 51.3 Railcars owned one year or less at the time of sale — — — — Railcars owned more than one year at the time of sale 1.1 — 0.7 0.1 17.8 17.4 51.5 51.4 Total operating profit $ 85.1 $ 64.2 $ 228.0 $ 178.6 Operating profit margin: Leasing and management 46.7 % 46.6 % 46.7 % 45.9 % * * * * Total operating profit margin 53.2 43.6 45.9 45.2 Rent expense $ 12.7 $ 12.1 $ 38.2 $ 36.4 Interest expense: Wholly-owned subsidiaries $ 24.3 $ 24.8 $ 73.2 $ 75.4 TRIP Holdings: External 15.0 15.3 45.2 37.6 Intercompany 3.3 3.2 9.8 3.2 18.3 18.5 55.0 40.8 Total interest expense $ 42.6 $ 43.3 $ 128.2 $ 116.2 *Not meaningful(1) (2)(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. Remaining
six months
of 2012 2013 2014 2015 2016 Thereafter Total (in millions) $ 140.8 $ 239.8 $ 187.4 $ 146.1 $ 110.5 $ 219.0 $ 1,043.6 47.7 75.6 54.4 44.4 37.3 64.8 324.2 $ 188.5 $ 315.4 $ 241.8 $ 190.5 $ 147.8 $ 283.8 $ 1,367.8 Remaining
three months
of 2012 2013 2014 2015 2016 Thereafter Total (in millions) Wholly-owned subsidiaries $ 73.5 $ 261.0 $ 210.7 $ 167.0 $ 128.6 $ 268.8 $ 1,109.6 TRIP Holdings 24.8 85.5 64.1 52.3 43.2 70.1 340.0 $ 98.3 $ 346.5 $ 274.8 $ 219.3 $ 171.8 $ 338.9 $ 1,449.6 JuneSeptember 30, 2012 consisted of both recourse and non-recourse debt. As of JuneSeptember 30, 2012, Trinity’s wholly-owned subsidiaries included in the Leasing Group held equipment with a net book value of approximately $2,430.8$2,534.8 million that is pledged as collateral for Leasing Group debt held by those subsidiaries, including equipment with a net book value of $50.3$49.9 million securing capital lease obligations. The net book value of unpledged equipment at JuneSeptember 30, 2012 was $621.9 million.$544.4 million. See Note 11 Debt regarding Leasing Group debt.$1,032.0$1,032.0 million in new debt and repaid all of the outstanding borrowings of the existing TRIP Warehouse Loan. TRIP Master Funding equipment with a net book value of $1,134.0$1,127.1 million, excluding deferred profit resulting from the sale of railcars to TRIP Master Funding, is pledged as collateral for the TRIP Master Funding debt. See Note 6 Investment in TRIP Holdings for a description of TRIP Holdings.JuneSeptember 30, 2012 of $211.2$209.7 million, including cash of $83.3$83.2 million and railcars of $95.2 million.$94.0 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: Remaining
six months of
2012 2013 2014 2015 2016 Thereafter Total (in millions) $ 22.7 $ 45.6 $ 44.8 $ 43.1 $ 40.1 $ 341.3 $ 537.6 $ 30.3 $ 47.2 $ 32.0 $ 23.9 $ 16.2 $ 27.1 $ 176.7 Remaining three months of 2012 2013 2014 2015 2016 Thereafter Total (in millions) Future operating lease obligations of Trusts’ railcars $ 11.4 $ 45.6 $ 44.8 $ 43.1 $ 40.1 $ 341.3 $ 526.3 Future contractual minimum rental revenues of Trusts’ railcars $ 15.7 $ 51.1 $ 36.4 $ 28.2 $ 19.9 $ 37.0 $ 188.3 Remaining
six months of
2012 2013 2014 2015 2016 Thereafter Total (in millions) $ 4.5 $ 8.9 $ 8.8 $ 8.8 $ 8.6 $ 38.0 $ 77.6 $ 5.3 $ 10.2 $ 9.3 $ 6.0 $ 5.0 $ 7.6 $ 43.4 Remaining three months of 2012 2013 2014 2015 2016 Thereafter Total (in millions) Future operating lease obligations $ 2.4 $ 9.5 $ 9.4 $ 9.4 $ 9.3 $ 38.4 $ 78.4 Future contractual minimum rental revenues $ 2.9 $ 11.5 $ 10.9 $ 6.8 $ 5.9 $ 8.2 $ 46.2 $28.2$27.0 million are guaranteed by Trinity Industries, Inc. and certain subsidiaries. See Note 5 of the December 31, 2011 Consolidated Financial Statements filed on Form 10-K for a detailed explanation of these financing transactions.JuneSeptember 30, 2012, TRIP Holdings’ subsidiaries had purchased $1,325.2$1,331.4 million of railcars from the Company. Railcars purchased from the Company by TRIP Holdings’ subsidiaries 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.$1,032.0$1,032.0 million in new debt. The debt 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 then existing TRIP credit facility and settled all outstanding related interest rate hedges. See Note 11 Debt regarding TRIP Holdings and its related debt. Additionally, 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. See Note 3 Fair Value Accounting.JuneSeptember 30, 2012, 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 above, Trinity had no remaining equity commitment to TRIP Holdings as of JuneSeptember 30, 2012 and had 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. June 30,
2012 December 31,
2011 (in millions) $ 47.3 $ 47.3 44.8 44.8 92.1 92.1 10.8 12.0 (0.4 ) (1.3 ) (7.0 ) (7.0 ) (0.5 ) (0.6 ) $ 95.0 $ 95.2 September 30,
2012 December 31,
2011 (in millions) Capital contributions $ 47.3 $ 47.3 Equity purchased from investors 44.8 44.8 92.1 92.1 Equity in earnings 10.7 12.0 Equity in unrealized losses on derivative financial instruments — (1.3 ) Distributions (7.0 ) (7.0 ) Deferred broker fees (0.4 ) (0.6 ) $ 95.4 $ 95.2 sixnine month periods ended JuneSeptember 30, 2012 were $1.2$1.2 million and $2.5$3.7 million, respectively, and $1.0$1.2 million and $1.9$3.1 million, respectively, for the same periods last year.pricing for zinc, natural gas, and diesel fuel prices, as well as to convert a portionoffset interest rate variability of our variable-ratecertain floating rate debt to fixed-rate debt. Additionally, weissuances outstanding. We also use derivative instruments to mitigate the impact of unfavorable fluctuationschanges in natural gas and diesel fuel prices and changes in foreign currency exchange rates. We also use derivatives to lock in fixed interest rates in anticipation of future debt issuances. Derivative instruments that are designated and qualify as cash flow hedges are accounted for in accordance with applicable accounting standards. See Note 3 Fair Value Accounting for discussion of how the Company valued its commodity hedges and interest rate swaps at JuneSeptember 30, 2012. Included in accompanying balance sheet
at June 30, 2012 Notional
Amount Interest
Rate(1) Liability AOCL –
loss/
(income) Noncontrolling
Interest (in millions, except %) $ 200.0 4.87 % $ — $ (2.1 ) $ — $ 370.0 5.34 % $ — $ 8.9 $ — $ 788.5 3.60 % $ — $ 21.7 $ 16.3 $ 83.8 2.62 % $ 5.4 $ 3.0 $ 2.3 $ 459.5 4.13 % $ 44.3 $ 42.9 $ — Included in accompanying balance sheet
at September 30, 2012 Liability (in millions, except %) Expired hedges: 2006 secured railcar equipment notes $ 200.0 4.87 % $ — $ (2.0 ) $ — Promissory notes $ 370.0 5.34 % $ — $ 8.1 $ — TRIP Holdings $ 788.5 3.60 % $ — $ 20.8 $ 15.6 Open hedges: TRIP Master Funding secured railcar equipment notes $ 81.1 2.62 % $ 5.6 $ 3.2 $ 2.3 Promissory notes $ 451.7 4.13 % $ 41.9 $ 40.5 $ — Effect on interest expense – increase/(decrease) Three Months Ended
June 30, Six Months Ended
June 30, Expected effect
during next
twelve
months(1) 2012 2011 2012 2011 (in millions) $ (0.1 ) $ (0.1 ) $ (0.2 ) $ (0.2 ) $ (0.3 ) $ 0.8 $ 0.9 $ 1.7 $ 1.8 $ 3.3 $ 1.5 $ — $ 3.0 $ — $ 5.9 $ — $ 6.8 $ — $ 14.1 $ — $ 0.5 $ — $ 1.0 $ — $ 1.7 $ 4.2 $ 5.2 $ 8.4 $ 9.7 $ 16.9 Effect on interest expense – increase/(decrease) Three Months Ended
September 30, Nine Months Ended
September 30, 2012 2011 2012 2011 (in millions) Expired hedges: 2006 secured railcar equipment notes $ (0.1 ) $ (0.1 ) $ (0.3 ) $ (0.3 ) $ (0.3 ) Promissory notes $ 0.8 $ 0.9 $ 2.5 $ 2.7 $ 3.2 TRIP Holdings $ 1.5 $ 1.8 $ 4.5 $ 15.9 $ 5.9 Open hedges: TRIP Master Funding secured railcar equipment notes $ 0.5 $ 0.5 $ 1.5 $ 0.5 $ 1.8 Promissory notes $ 4.3 $ 4.6 $ 12.7 $ 14.3 $ 17.0 JuneSeptember 30, 2012transactionsderivatives in anticipation of a future debt issuance.issuing our 2006 Secured Railcar Equipment Notes. These derivative instruments, with a notional amount of $200$200.0 million, were settled in 2006 and fixed the interest rate on a portion of a futurethe related debt issuance associated with a railcar leasing transaction in 2006 and settled at maturity in the first quarter of 2006.issuance. These interest rate swaps werederivative instrument transactions are being accounted for as cash flow hedges with changes in the fair value of the instruments of $4.5$4.5 million in income recorded in accumulated other comprehensive loss (“AOCL”) through the date the related debt issuance closed in May 2006.2006. 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,transactions during the fourth quarterderivatives in anticipation of 2006 and during 2007.issuing our Promissory Notes. These derivative instruments, with a notional amount of $370$370.0 million hedged, were settled in 2008 and fixed the interest rate on a portion of a futurethe related debt issuance associated with an anticipated railcar leasing transaction, which closed in May 2008.issuance. These instruments settled during the second quarter of 2008, and werederivative instrument transactions are being accounted for as cash flow hedges with changes in the fair value of the instruments of $24.5$24.5 million recorded as a loss in AOCL through the date the related debt issuance closed in May 2008.May 2008, we entered into an interest rate swap transaction that is being usedderivative instrument, expiring in 2015, to fix the variable Libor component of the debt issuance which closed in May 2008.Promissory Notes. This derivative instrument transaction is being accounted for as a cash flow hedge. The effect on interest expense results primarily from monthly interest settlements.transactions,derivatives, all of which qualified as cash flow hedges, to reduce the effect of changes in variable interest rates.rates in the TRIP Warehouse Loan. 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 $5.9$5.9 million of additional interest expense expected to be recognized during the twelve months following JuneSeptember 30, 2012.2012. Also in July 2011, TRIP Holdings’ wholly-owned subsidiary, TRIP Master Funding, entered into an interest rate swap transactionderivative instrument, expiring in 2021, with a notional amount of $94.1$94.1 million to reduce the effect of changes in variable interest rates associated with the Class A-1b notes of the TRIP Master Funding secured railcar equipment notes. Effect on operating income – increase/(decrease) Three Months Ended
June 30, Six Months Ended
June 30, 2012 2011 2012 2011 (in millions) $ (0.1 ) $ (0.3 ) $ 0.0 $ 0.2 (0.1 ) 0.1 0.0 0.1 $ (0.2 ) $ (0.2 ) $ 0.0 $ 0.3 $ 0.0 $ — $ (0.4 ) $ (0.6 ) Effect on operating income – increase/(decrease) Three Months Ended
September 30, Nine Months Ended
September 30, 2012 2011 2012 2011 (in millions) Effect of mark to market valuation $ 0.6 $ (0.2 ) $ 0.6 $ 0.0 Settlements 0.0 0.2 0.0 0.3 $ 0.6 $ — $ 0.6 $ 0.3 $ — $ 0.6 $ (0.4 ) $ 0.0 JuneSeptember 30, 2012 for these instruments was not significant.JuneSeptember 30, 2012.2012.JuneSeptember 30, 2012 and December 31, 2011. June 30, December 31, 2012 2011 (as reported) (in millions) $ 41.5 $ 41.6 434.5 429.7 753.7 758.7 23.1 12.8 1,252.8 1,242.8 (749.1 ) (732.8 ) 503.7 510.0 9.5 9.6 3,561.1 3,429.3 3,570.6 3,438.9 (422.6 ) (372.9 ) 3,148.0 3,066.0 1,271.3 1,257.7 (137.3 ) (122.7 ) 1,134.0 1,135.0 (349.7 ) (344.5 ) (184.8 ) (187.0 ) $ 4,251.2 $ 4,179.5 September 30,
2012 December 31,
2011 (as reported) (in millions) Manufacturing/Corporate: Land $ 40.2 $ 41.6 Buildings and improvements 438.6 429.7 Machinery and other 764.1 758.7 Construction in progress 35.6 12.8 1,278.5 1,242.8 Less accumulated depreciation (761.9 ) (732.8 ) 516.6 510.0 Leasing: Wholly-owned subsidiaries: Machinery and other 9.6 9.6 Equipment on lease 3,611.4 3,429.3 3,621.0 3,438.9 Less accumulated depreciation (445.7 ) (372.9 ) 3,175.3 3,066.0 TRIP Holdings: Equipment on lease 1,272.3 1,257.7 Less accumulated depreciation (145.2 ) (122.7 ) 1,127.1 1,135.0 Net deferred profit on railcars sold to the Leasing Group Sold to wholly-owned subsidiaries (352.8 ) (344.5 ) Sold to TRIP Holdings (182.5 ) (187.0 ) $ 4,283.7 $ 4,179.5 June 30,
2012 December 31,
2011 (as reported) (in millions) $ 122.5 $ 122.5 91.4 90.7 10.9 10.9 1.8 1.8 $ 226.6 $ 225.9 September 30,
2012 December 31,
2011 (as reported) (in millions) Rail Group $ 122.5 $ 122.5 Construction Products Group 94.6 90.7 Energy Equipment Group 10.9 10.9 Railcar Leasing and Management Services Group 1.8 1.8 $ 229.8 $ 225.9 JuneSeptember 30, 2012 is due to a 2012 acquisition acquisitions offset partially by a divestiture.sixnine month periods ended JuneSeptember 30, 2012 and 2011 are as follows: Three Months Ended
June 30, Six Months Ended
June 30, 2012 2011 2012 2011 (in millions) $ 14.5 $ 12.7 $ 13.5 $ 13.2 (1.5 ) (1.4 ) (3.9 ) (2.7 ) 1.4 0.9 5.2 2.5 (0.6 ) (0.2 ) (1.0 ) (1.0 ) $ 13.8 $ 12.0 $ 13.8 $ 12.0 Three Months Ended
September 30, Nine Months Ended
September 30, 2012 2011 2012 2011 (in millions) Beginning balance $ 13.8 $ 12.0 $ 13.5 $ 13.2 Warranty costs incurred (1.1 ) (1.6 ) (5.0 ) (4.3 ) Warranty originations and revisions 2.6 2.1 7.8 4.6 Warranty expirations (0.6 ) (0.9 ) (1.6 ) (1.9 ) Ending balance $ 14.7 $ 11.6 $ 14.7 $ 11.6 JuneSeptember 30, 2012 and December 31, 2011: June 30, December 31, 2012 2011 (as reported) (in millions) $ — $ — 450.0 450.0 (93.8 ) (99.8 ) 356.2 350.2 5.7 4.2 361.9 354.4 47.2 48.6 52.4 54.7 99.6 103.3 461.5 457.7 262.6 269.3 452.6 465.5 213.9 218.4 348.2 354.3 291.4 308.5 170.0 170.0 (108.8 ) (108.8 ) 61.2 61.2 819.1 840.0 2,449.0 2,517.2 $ 2,910.5 $ 2,974.9 September 30,
2012 December 31,
2011 (as reported) (in millions) Manufacturing/Corporate – Recourse: Revolving credit facility $ — $ — Convertible subordinated notes 450.0 450.0 Less: unamortized discount (90.7 ) (99.8 ) 359.3 350.2 Other 5.1 4.2 364.4 354.4 Leasing – Recourse: Capital lease obligations 46.5 48.6 Term loan 51.4 54.7 97.9 103.3 Total recourse debt 462.3 457.7 Leasing – Non-recourse: 2006 secured railcar equipment notes 259.1 269.3 Promissory notes 445.5 465.5 2009 secured railcar equipment notes 211.6 218.4 2010 secured railcar equipment notes 345.0 354.3 TILC warehouse facility 385.7 308.5 TRIP Holdings senior secured notes: Total outstanding 170.0 170.0 Less: owned by Trinity (108.8 ) (108.8 ) 61.2 61.2 TRIP Master Funding secured railcar equipment notes 807.7 840.0 Total non–recourse debt 2,515.8 2,517.2 Total debt $ 2,978.1 $ 2,974.9 $425.0$425.0 million unsecured revolving credit facility that matures on October 20, 2016.2016. As of JuneSeptember 30, 2012, we had letters of credit issued under our revolving credit facility in an aggregate principal amount of $70.9$68.9 million, leaving $354.1$356.1 million available for borrowing. Other than these letters of credit, there were no borrowings under our revolving credit facility as of JuneSeptember 30, 2012, or for the sixnine month period then ended. Of the outstanding letters of credit as of JuneSeptember 30, 2012, a total of $0.7$0.5 million is expected to expire in 2012 and the remainder primarily in 2013.2013. 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 the maintenance of ratios related to minimum interest coverage for the leasing and manufacturing operations and maximum leverage. Borrowings under the credit facility bear interest at Libor plus 150.0 basis points or prime plus 50.0 basis points. As of JuneSeptember 30, 2012, we were in compliance with all such financial covenants.JuneSeptember 30, 2012 and December 31, 2011, capital in excess of par value included $92.8$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 three and sixnine months ended JuneSeptember 30, 2012 and 2011 is as follows: Three Months Ended
June 30, Six Months Ended
June 30, 2012 2011 2012 2011 (in millions) $ 4.3 $ 4.3 $ 8.7 $ 8.7 3.0 2.8 6.0 5.5 $ 7.3 $ 7.1 $ 14.7 $ 14.2 Three Months Ended
September 30, Nine Months Ended
September 30, 2012 2011 2012 2011 (in millions) Coupon rate interest $ 4.4 $ 4.4 $ 13.1 $ 13.1 Amortized debt discount 3.1 2.9 9.1 8.4 $ 7.5 $ 7.3 $ 22.2 $ 21.5 JuneSeptember 30, 2012, the Convertible Subordinated Notes were convertible at a price of $51.31$51.19 per share resulting in 8,770,2208,790,779 issuable shares. As of JuneSeptember 30, 2012, 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.$475.0$475.0 million TILC warehouse loan facility, established to finance railcars owned by TILC, had $291.4$385.7 million outstanding and $183.6$89.3 million available as of JuneSeptember 30, 2012.2012. 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 2.27%2.25% at JuneSeptember 30, 2012.2012. The warehouse loan facility matures in February 2013.2013. Amounts outstanding at maturity, absent renewal, will be payable in three installments in August 2013, February 2014, and August 2014.JuneSeptember 30, 2012 are as follows: Remaining
six months
of 2012 2013 2014 2015 2016 Thereafter (in millions) $ 0.9 $ 1.7 $ 2.4 $ 0.2 $ 0.2 $ 450.3 1.4 2.9 3.1 3.3 3.5 33.0 1.2 3.0 3.2 3.5 41.5 — 6.8 15.1 16.9 18.6 21.9 183.3 14.1 29.8 26.9 24.1 357.7 — 4.7 10.2 9.9 9.6 6.5 173.0 6.6 14.6 14.0 15.3 15.0 282.7 4.4 8.2 4.4 — — — — — 170.0 — — — — — (108.8 ) — — — 61.2 20.1 41.1 40.2 35.9 29.4 652.4 — 91.0 183.4 — — — $ 60.2 $ 217.6 $ 365.6 $ 110.5 $ 475.7 $ 1,774.7 Remaining
three months
of 2012 2013 2014 2015 2016 Thereafter (in millions) Recourse: Manufacturing/Corporate $ 0.3 $ 1.7 $ 2.4 $ 0.2 $ 0.2 $ 450.3 Leasing – capital lease obligations (Note 5) 0.7 2.9 3.1 3.3 3.5 33.0 Leasing – term loan (Note 5) 0.7 3.0 3.2 3.4 41.1 — Non-recourse – leasing (Note 5): 2006 secured railcar equipment notes 3.3 15.1 16.9 18.6 21.9 183.3 Promissory notes 21.3 28.5 25.4 22.7 347.6 — 2009 secured railcar equipment notes 2.4 10.2 9.9 9.6 6.5 173.0 2010 secured railcar equipment notes 3.5 14.6 14.0 15.3 15.0 282.6 TILC warehouse facility 2.0 10.7 5.9 — — — TRIP Holdings senior secured notes: Total outstanding — — 170.0 — — — Less: owned by Trinity — — (108.8 ) — — — 61.2 TRIP Master Funding secured railcar equipment notes 9.9 41.0 40.1 35.7 29.3 651.7 Facility termination payments - TILC warehouse facility — 122.4 244.7 — — — Total principal payments $ 44.1 $ 250.1 $ 426.8 $ 108.8 $ 465.1 $ 1,773.9 Three Months Ended
June 30, Six Months Ended
June 30, 2012 2011 2012 2011 (in millions) $ 0.6 $ (0.2 ) $ (1.4 ) $ 0.1 (0.0 ) (0.0 ) (0.1 ) (0.5 ) (0.6 ) (0.4 ) (1.5 ) (0.7 ) $ (0.0 ) $ (0.6 ) $ (3.0 ) $ (1.1 ) Three Months Ended
September 30, Nine Months Ended
September 30, 2012 2011 2012 2011 (in millions) Foreign currency exchange transactions $ (0.4 ) $ 3.0 $ (1.8 ) $ 3.1 Gain on equity investments (0.2 ) (0.1 ) (0.3 ) (0.6 ) Other (0.8 ) 2.4 (2.3 ) 1.7 Other, net $ (1.4 ) $ 5.3 $ (4.4 ) $ 4.2 differentthat differ 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: Three Months Ended Six Months Ended June 30, June 30, 2012 2011 2012 2011 35.0 % 35.0 % 35.0 % 35.0 % 2.0 2.6 2.0 2.5 0.0 0.0 (1.2 ) 0.0 (0.2 ) 0.8 (0.1 ) 1.0 (0.1 ) (0.6 ) (0.1 ) (0.6 ) 0.4 2.1 (0.3 ) 1.5 37.1 % 39.9 % 35.3 % 39.4 % Three Months Ended
September 30, Nine Months Ended
September 30, 2012 2011 2012 2011 Statutory rate 35.0 % 35.0 % 35.0 % 35.0 % State taxes 2.0 3.2 2.0 2.8 Tax settlements 0.0 0.0 (0.8 ) 0.0 Changes in tax reserves (1.6 ) (0.9 ) (0.6 ) 0.3 Foreign tax adjustments (1.0 ) 2.1 (0.6 ) 0.3 Other, net (0.2 ) 0.6 (0.1 ) 1.2 Effective rate 34.2 % 40.0 % 34.9 % 39.6 % sixnine months ended JuneSeptember 30, 2012, we settled our audit with the Internal Revenue Service (“IRS”) for the 2004-2005 tax years. As a result of closing this audit, we recognized a $3.5$3.5 million tax benefit in the first quarter, primarily related to favorable claims filed and approved by the IRS in the final audit settlement.2014.2014. Another Mexican subsidiary’s statute of limitations for the 2005 tax year remains open through July 2013.2013. The remaining entities are open for their 2006 tax years and forward.2009.2009. The statute of limitations in Switzerland is generally five years from the end of the tax year, but can be extended up to 15 years in certain cases if the audit has commenced during the original five year period.sixnine months ended JuneSeptember 30, 2012 and 2011 was as follows: Six Months Ended June 30, 2012 2011 (in millions) $ 52.5 $ 36.8 2.0 1.8 — 14.5 (1.1 ) — (3.3 ) (0.7 ) (0.1 ) (0.1 ) $ 50.0 $ 52.3 Nine Months Ended
September 30, 2012 2011 (in millions) Beginning balance $ 52.5 $ 36.8 Additions for tax positions related to the current year 3.1 2.9 Additions for tax positions of prior years — 15.1 Reductions for tax positions of prior years (1.1 ) (0.1 ) Settlements (3.4 ) (3.5 ) Expiration of statute of limitations (0.8 ) (0.5 ) Ending balance $ 50.3 $ 50.7 $2.0$3.1 million and $1.8$2.9 million recorded in the sixnine months ended JuneSeptember 30, 2012 and 2011, respectively, were amounts provided for tax positions that will be taken for Federal and state income tax purposes when we file those tax returns.sixnine months ended JuneSeptember 30, 2011 of $14.5$15.1 million are primarily due to Federal tax positions taken on prior year returns that were proposed by the IRS but had not been previously reserved. Since these items are primarily timing differences, we will be allowed a future tax deduction. During 2011, we recorded a corresponding deferred tax asset for the future tax reduction related to these adjustments.$1.1$1.1 million for the sixnine months ended JuneSeptember 30, 2012, was primarily related to new guidance issued by the IRS regarding the capitalization of fixed assets that was issued in March 2012 as well as state taxes.sixnine months ended JuneSeptember 30, 2012, primarily related to the settlement of our 2004-2005 IRS audit as well as the related impact on state tax returns. Settlements during the sixnine months ended JuneSeptember 30, 2011, primarily related to an audit of a separate tax return of our Swiss subsidiary.subsidiary.June$17.5$15.9 million and $20.2$18.8 million, respectively. There is a reasonable possibility that unrecognized Federal and state tax benefits will decrease by JuneSeptember 30, 2013 due to a lapse in the statute of limitations for assessing tax. Amounts subject to a lapse in statute by JuneSeptember 30, 2013 total $2.5 million.$7.8 million. Further, there is a reasonable possibility that the unrecognized Federal tax benefits will decrease by September 30, 2013 due to settlements with taxing authorities. Amounts expected to settle by September 30, 2013 total $26.5 million.JuneSeptember 30, 2012 and December 31, 2011 was $12.5$11.3 million and $13.3$13.3 million, respectively. Income tax expense for the three and sixnine months ended JuneSeptember 30, 2012, included an increasea decrease in income tax expense of $0.1$1.3 million and a decrease of $0.8$2.1 million, respectively, in interest expense and penalties related to uncertain tax positions. Income tax expense for the three and sixnine months ended JuneSeptember 30, 2011, included an increasea decrease in income tax expense of $0.9$0.3 million and $1.8an increase of $1.5 million, respectively, in interest expense and penalties related to uncertain tax positions. Three Months Ended
June 30, Six Months Ended
June 30, 2012 2011 2012 2011 (in millions) $ 0.2 $ 0.2 $ 0.4 $ 0.5 4.9 4.9 9.7 9.8 (5.8 ) (5.7 ) (11.4 ) (11.4 ) 0.9 0.5 1.8 1.0 0.2 (0.1 ) 0.5 (0.1 ) 3.2 2.2 5.8 4.5 $ 3.4 $ 2.1 $ 6.3 $ 4.4 Three Months Ended
September 30, Nine Months Ended
September 30, 2012 2011 2012 2011 (in millions) Service cost $ 0.2 $ 0.2 $ 0.6 $ 0.7 Interest 4.9 4.9 14.6 14.7 Expected return on plan assets (5.7 ) (5.7 ) (17.1 ) (17.1 ) Actuarial loss 0.7 0.4 2.5 1.4 Prior service cost 0.1 0.1 0.1 0.1 Defined benefit expense 0.2 (0.1 ) 0.7 (0.2 ) Profit sharing 3.1 1.9 8.9 6.4 Net expense $ 3.3 $ 1.8 $ 9.6 $ 6.2 $4.1$3.6 million and $10.2$13.8 million to the Company’s defined benefit pension plans for the three and sixnine month periods ended JuneSeptember 30, 2012, respectively. Trinity contributed $3.2$2.9 million and $8.8$11.7 million to the Company’s defined benefit pension plans for the three and sixnine month periods ended JuneSeptember 30, 2011, respectively. Total contributions to the Company’s defined benefit pension plans in 2012 are expected to be approximately $17.3 million.$17.3 million.sixnine months ended JuneSeptember 30, 2012 are as follows: Currency
translation
adjustments Unrealized
loss on
derivative
financial
instruments Funded
status of
pension
liability Accumulated
Other
Comprehensive
Loss (in millions) $ (17.1 ) $ (46.2 ) $ (70.7 ) $ (134.0 ) 0.6 3.9 1.1 5.6 $ (16.5 ) $ (42.3 ) $ (69.6 ) $ (128.4 ) (in millions) Balance at December 31, 2011 $ (17.1 ) $ (46.2 ) $ (70.7 ) $ (134.0 ) Other comprehensive income 0.6 6.3 1.6 8.5 Balance at September 30, 2012, net of tax expense (benefit) of $0.2, $(30.6), $(40.7) and $(71.1) $ (16.5 ) $ (39.9 ) $ (69.1 ) $ (125.5 ) $5.6$7.9 million and $12.5$20.4 million for the three and sixnine months ended JuneSeptember 30, 2012, respectively. Stock-based compensation totaled approximately $4.1$6.9 million and $9.4$16.3 million for the three and sixnine months ended JuneSeptember 30, 2011, respectively.sixnine month periods ended JuneSeptember 30, 2012, respectively. Total weighted average restricted shares and antidilutive stock options were 3.02.9 million shares for the three and sixnine month periods ended JuneSeptember 30, 2011. Three Months Ended
June 30, 2012 Three Months Ended
June 30, 2011 (in millions, except per share amounts) Income
(Loss) Average
Shares EPS Income
(Loss) Average
Shares EPS $ 67.8 $ 30.0 (2.3 ) (1.0 ) 65.5 77.7 $ 0.84 29.0 77.4 $ 0.37 — 0.2 — 0.3 $ 65.5 77.9 $ 0.84 $ 29.0 77.7 $ 0.37 �� Six Months Ended
June 30, 2012 Six Months Ended
June 30, 2011 (in millions, except per share amounts) Income
(Loss) Average
Shares EPS Income
(Loss) Average
Shares EPS $ 120.7 $ 54.2 (4.0 ) (1.9 ) 116.7 77.7 $ 1.50 52.3 77.2 $ 0.68 — 0.2 — 0.3 $ 116.7 77.9 $ 1.50 $ 52.3 77.5 $ 0.67 Three Months Ended
September 30, 2012 Three Months Ended
September 30, 2011 (in millions, except per share amounts) EPS EPS Net income attributable to Trinity Industries, Inc. $ 63.2 $ 31.9 Unvested restricted share participation (2.1 ) (1.0 ) Net income attributable to Trinity Industries, Inc. – basic 61.1 76.5 $ 0.80 30.9 77.7 $ 0.40 Effect of dilutive securities: Stock options — 0.2 — 0.2 Net income attributable to Trinity Industries, Inc. – diluted $ 61.1 76.7 $ 0.80 $ 30.9 77.9 $ 0.40 Nine Months Ended
September 30, 2012 Nine Months Ended
September 30, 2011 (in millions, except per share amounts) EPS EPS Net income attributable to Trinity Industries, Inc. $ 183.9 $ 86.1 Unvested restricted share participation (6.1 ) (2.9 ) Net income attributable to Trinity Industries, Inc. – basic 177.8 77.3 $ 2.30 83.2 77.4 $ 1.07 Effect of dilutive securities: Stock options — 0.2 — 0.3 Net income attributable to Trinity Industries, Inc. – diluted $ 177.8 77.5 $ 2.29 $ 83.2 77.7 $ 1.07 towertowers customer for the customer’s breach of a long-term supply contract for the manufacture of towers. While the customer partially performed the contract, it ultimately defaulted on its purchase obligation and did not remedy such default following written notice. Discovery in this litigation is underway.$4.1$4.0 million to $20.6 million.$19.8 million. Total accruals of $10.4$10.1 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.$7.6$7.4 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.six month periodsnine months ended JuneSeptember 30, 2012 were $1,028.4$937.5 million and $1,953.7$2,891.2 million, respectively, representing an increase of $320.1 million19% and $611.2 million, respectively, or 45% and 46%36%, respectively, over the same periods in 2011.2011. Operating profit for the three and six month periodsnine months ended JuneSeptember 30, 2012 totaled $154.9$141.9 million and $277.3$419.2 million, respectively, compared with $95.4$105.4 million and $180.9$286.3 million, respectively, for the same periods in 2011.2011. While all of our business segments reported increases in revenues for the six month periodnine months ended JuneSeptember 30, 2012 when compared to the prior year, the largest contributors to the increase were our Rail, Inland Barge, and Leasing Groups. The increase in revenues in our Rail and Inland Barge Groups was primarily due to higher shipment volumes while the increase in revenues in our Leasing Group was due to higher railcar sales from the lease fleet, higher rental revenues from lease fleet additions, and an increase in rental rates. Operating profit and margin grew for the six month periodnine months ended JuneSeptember 30, 2012 when compared with the prior year, primarily due to higher shipment levels in our Rail and Inland Barge Groups and from revenue growth in our Leasing Group. Our Energy Equipment and Construction Products GroupsGroup experienced declinesa decline in operating margin primarily as a result of competitive pricing pressures and, with respect to our Energy Equipment Group, additional costs related to product mix changes.pressures. Net income attributable to Trinity Industries, Inc. common stockholders for the three and six month periodsnine months ended JuneSeptember 30, 2012 increased $37.8$31.3 million and $66.5$97.8 million, respectively, or 126%98% and 123%114%, respectively, over the same periods in 2011.2011.halfnine months of 2012 continued to be favorable.favorable, particularly from the oil, gas, and chemicals industries. Rail Group operating results include certain costs associated with the repositioning of a portion of the Company's production capacity to meet railcar demand. Orders for structural wind towers have been slow since mid-2008 when energy development companies encountered tightened credit markets, lower demand for electricity, and heightened competition arising from declining natural gas prices and imports from foreign manufacturers. The continued slowdown in the residential and commercial construction markets negatively impacted the results of our Construction Products Group as well. We continually assess our manufacturing capacity and take steps to align our production capacity with demand for our products. Due to improvements in demand, we have increased production staff at certain facilities since late 2010.JuneSeptember 30, 2012 compared with prior period was approximately as follows: June 30, 2012 June 30, 2011 (in millions) $ 2,364.9 $ 1,948.6 794.7 296.8 $ 3,159.6 $ 2,245.4 $ 541.5 $ 494.2 $ 817.4 $ 916.5 September 30, 2012 September 30, 2011 (in millions) Rail Group External Customers $ 2,526.6 $ 1,939.0 Leasing Group 815.4 431.7 $ 3,342.0 $ 2,370.7 Inland Barge $ 536.5 $ 564.4 Structural wind towers $ 754.3 $ 929.5 sixnine months ended JuneSeptember 30, 2012, our rail manufacturing businesses received orders for approximately 11,86516,730 railcars. The orders in our backlog from the Leasing Group are supported by lease commitments with external customers. The final amount dedicated to the Leasing Group may vary by the time of delivery. For multi-year barge agreements, deliveries scheduled for 20122013 are included in the backlog at this time; deliveries beyond 20122013 are not included in the backlog if specific production quantities for future years have not been determined. Approximately $412.5$412.5 million of the structural wind towers backlog is subject to litigation with a structural wind towertowers customer for the customer’s breach of a long-term supply contract for the manufacture of towers. Three Months Ended June 30, 2012 Three Months Ended June 30, 2011 Revenues Revenues Percent External Intersegment Total External Intersegment Total Change ($ in millions) $ 380.2 $ 136.7 $ 516.9 $ 197.3 $ 83.4 $ 280.7 84.1 % 151.6 5.2 156.8 148.0 1.3 149.3 5.0 173.9 — 173.9 117.8 — 117.8 47.6 126.6 4.1 130.7 115.1 2.4 117.5 11.2 192.3 1.9 194.2 128.2 — 128.2 51.5 3.8 17.0 20.8 1.9 12.4 14.3 45.5 — (132.3 ) (132.3 ) — (79.5 ) (79.5 ) — (32.6 ) (32.6 ) — (20.0 ) (20.0 ) $ 1,028.4 $ — $ 1,028.4 $ 708.3 $ — $ 708.3 45.2 Six Months Ended June 30, 2012 Six Months Ended June 30, 2011 Revenues Revenues Percent External Intersegment Total External Intersegment Total Change ($ in millions) $ 721.4 $ 262.6 $ 984.0 $ 328.3 $ 172.2 $ 500.5 96.6 % 301.2 10.6 311.8 278.1 4.8 282.9 10.2 343.3 — 343.3 255.7 — 255.7 34.3 246.7 9.0 255.7 228.3 7.9 236.2 8.3 334.4 2.1 336.5 248.0 — 248.0 35.7 6.7 29.8 36.5 4.1 23.3 27.4 33.2 — (254.9 ) (254.9 ) — (164.9 ) (164.9 ) — (59.2 ) (59.2 ) — (43.3 ) (43.3 ) $ 1,953.7 $ — $ 1,953.7 $ 1,342.5 $ — $ 1,342.5 45.5 Three Months Ended September 30, 2012 Three Months Ended September 30, 2011 Revenues Revenues External Intersegment Total External Intersegment Total ($ in millions) Rail Group $ 328.3 $ 129.6 $ 457.9 $ 227.7 $ 93.2 $ 320.9 42.7 % Construction Products Group 148.2 6.1 154.3 161.1 3.7 164.8 (6.4 ) Inland Barge Group 166.5 — 166.5 143.2 — 143.2 16.3 Energy Equipment Group 131.0 4.6 135.6 107.3 4.3 111.6 21.5 Railcar Leasing and Management Services Group 159.3 0.6 159.9 147.4 — 147.4 8.5 All Other 4.2 20.4 24.6 4.4 13.6 18.0 36.7 Eliminations – Lease subsidiary — (125.9 ) (125.9 ) — (87.9 ) (87.9 ) Eliminations – Other — (35.4 ) (35.4 ) — (26.9 ) (26.9 ) Consolidated Total $ 937.5 $ — $ 937.5 $ 791.1 $ — $ 791.1 18.5 Nine Months Ended September 30, 2012 Nine Months Ended September 30, 2011 Revenues Revenues External Intersegment Total External Intersegment Total ($ in millions) Rail Group $ 1,049.7 $ 392.2 $ 1,441.9 $ 556.0 $ 265.4 $ 821.4 75.5 % Construction Products Group 449.4 16.7 466.1 439.2 8.5 447.7 4.1 Inland Barge Group 509.8 — 509.8 398.9 — 398.9 27.8 Energy Equipment Group 377.7 13.6 391.3 335.6 12.2 347.8 12.5 Railcar Leasing and Management Services Group 493.7 2.7 496.4 395.4 — 395.4 25.5 All Other 10.9 50.2 61.1 8.5 36.9 45.4 34.6 Eliminations – Lease subsidiary — (380.8 ) (380.8 ) — (252.8 ) (252.8 ) Eliminations – Other — (94.6 ) (94.6 ) — (70.2 ) (70.2 ) Consolidated Total $ 2,891.2 $ — $ 2,891.2 $ 2,133.6 $ — $ 2,133.6 35.5 Three Months Ended
June 30, Six Months Ended
June 30, 2012 2011 2012 2011 (in millions) $ 53.0 $ 15.4 $ 93.1 $ 24.7 15.2 16.1 26.0 24.4 36.6 19.1 66.6 40.8 4.0 1.2 0.2 11.7 76.4 59.7 142.9 114.4 (6.3 ) (0.2 ) (5.1 ) (0.5 ) (9.6 ) (8.4 ) (21.2 ) (19.1 ) (12.2 ) (7.1 ) (23.1 ) (15.2 ) (2.2 ) (0.4 ) (2.1 ) (0.3 ) $ 154.9 $ 95.4 $ 277.3 $ 180.9 Three Months Ended
September 30, Nine Months Ended
September 30, 2012 2011 2012 2011 (in millions) Rail Group $ 35.2 $ 18.2 $ 128.3 $ 42.9 Construction Products Group 12.7 17.8 38.7 42.2 Inland Barge Group 26.9 26.0 93.5 66.8 Energy Equipment Group 9.5 (1.9 ) 9.7 9.8 Railcar Leasing and Management Services Group 85.1 64.2 228.0 178.6 All Other (2.0 ) (0.3 ) (7.1 ) (0.8 ) Corporate (12.4 ) (11.5 ) (33.6 ) (30.6 ) Eliminations – lease subsidiary (14.1 ) (8.1 ) (37.2 ) (23.3 ) Eliminations – other 1.0 1.0 (1.1 ) 0.7 Consolidated Total $ 141.9 $ 105.4 $ 419.2 $ 286.3 Three Months Ended
June 30, Six Months Ended
June 30, 2012 2011 2012 2011 (in millions) $ (0.3 ) $ (0.4 ) $ (0.7 ) $ (0.7 ) 47.9 43.8 95.8 88.3 (0.0 ) (0.6 ) (3.0 ) (1.1 ) $ 47.6 $ 42.8 $ 92.1 $ 86.5 Three Months Ended
September 30, Nine Months Ended
September 30, 2012 2011 2012 2011 (in millions) Interest income $ (0.4 ) $ (0.5 ) $ (1.1 ) $ (1.2 ) Interest expense 47.8 47.9 143.6 136.2 Other, net (1.4 ) 5.3 (4.4 ) 4.2 Consolidated Total $ 46.0 $ 52.7 $ 138.1 $ 139.2 six month periodnine months ended JuneSeptember 30, 2012, increased $7.5$7.4 million over the prior year period due to TRIP Holdings debt refinancing completed in 2011. Interest income was substantially unchanged from the same three and sixnine month periods last year. The increasedecrease in Other, net expense for the six month periodnine months ended JuneSeptember 30, 2012 was primarily due to higher foreign currency translation gains over the prior year same periods.differentthat differ 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: Three Months Ended Six Months Ended June 30, June 30, 2012 2011 2012 2011 35.0 % 35.0 % 35.0 % 35.0 % 2.0 2.6 2.0 2.5 0.0 0.0 (1.2 ) 0.0 (0.2 ) 0.8 (0.1 ) 1.0 (0.1 ) (0.6 ) (0.1 ) (0.6 ) 0.4 2.1 (0.3 ) 1.5 37.1 % 39.9 % 35.3 % 39.4 % Three Months Ended
September 30, Nine Months Ended
September 30, 2012 2011 2012 2011 Statutory rate 35.0 % 35.0 % 35.0 % 35.0 % State taxes 2.0 3.2 2.0 2.8 Tax settlements 0.0 0.0 (0.8 ) 0.0 Changes in tax reserves (1.6 ) (0.9 ) (0.6 ) 0.3 Foreign tax adjustments (1.0 ) 2.1 (0.6 ) 0.3 Other, net (0.2 ) 0.6 (0.1 ) 1.2 Effective rate 34.2 % 40.0 % 34.9 % 39.6 % sixnine months ended JuneSeptember 30, 2012, we settled our audit with the Internal Revenue Service (“IRS”) for the 2004-2005 tax years. As a result of closing this audit, we recognized a $3.5$3.5 million tax benefit in the first quarter, primarily related to favorable claims filed and approved by the IRS in the final audit settlement. Three Months Ended June 30, Six Months Ended June 30, 2012 2011 Percent 2012 2011 Percent ($ in millions) Change ($ in millions) Change $ 473.9 $ 234.8 101.8 % $ 900.3 $ 412.6 118.2 % 43.0 45.9 (6.3 ) 83.7 87.9 (4.8 ) $ 516.9 $ 280.7 84.1 $ 984.0 $ 500.5 96.6 $ 53.0 $ 15.4 $ 93.1 $ 24.7 10.3 % 5.5 % 9.5 % 4.9 % Three Months Ended September 30, Nine Months Ended September 30, 2012 2011 2012 2011 ($ in millions) ($ in millions) Revenues: Rail $ 416.8 $ 278.1 49.9 % $ 1,317.1 $ 690.7 90.7 % Components 41.1 42.8 (4.0 ) 124.8 130.7 (4.5 ) Total revenues $ 457.9 $ 320.9 42.7 $ 1,441.9 $ 821.4 75.5 Operating profit $ 35.2 $ 18.2 $ 128.3 $ 42.9 Operating profit margin 7.7 % 5.7 % 8.9 % 5.2 % JuneSeptember 30, 2012 and JuneSeptember 30, 2011, our Rail Group backlog of railcars was as follows: As of June 30, 2012 2011 (in millions) $ 2,364.9 $ 1,948.6 794.7 296.8 $ 3,159.6 $ 2,245.4 As of September 30, 2012 2011 (in millions) External Customers $ 2,526.6 $ 1,939.0 Leasing Group 815.4 431.7 Total $ 3,342.0 $ 2,370.7 Three Months Ended
June 30, Six Months Ended
June 30, 2012 2011 2012 2011 27,245 22,490 29,000 5,960 8,610 7,865 11,865 26,635 (5,245 ) (3,115 ) (10,255 ) (5,355 ) 30,610 27,240 30,610 27,240 Three Months Ended
September 30, Nine Months Ended
September 30, 2012 2011 2012 2011 Beginning balance 30,610 27,240 29,000 5,960 Orders received 4,865 4,250 16,730 30,885 Shipments (4,145 ) (3,605 ) (14,400 ) (8,960 ) Ending balance 31,330 27,885 31,330 27,885 $37.6$17.0 million and $68.4$85.4 million for the three and sixnine months ended JuneSeptember 30, 2012, respectively, compared to the same periods last year. This increase was primarily due to a significantly higher volume of railcars with higher sales prices delivered during the period. JuneSeptember 30, 2012, railcar shipments included sales to the Leasing Group of $132.3$125.9 million compared to $79.5$87.9 million in the comparable period in 2011 with a deferred profit of $12.2$14.1 million compared to $7.1$8.1 million for the same period in 2011.2011. In the sixnine months ended JuneSeptember 30, 2012, railcar shipments included sales to the Leasing Group of $254.9$380.8 million compared to $164.9$252.8 million in the comparable period in 2011, with a deferred profit of $23.1$37.2 million compared to $15.2$23.3 million for the same period in 2011.2011. Sales to the Leasing Group and related profits are included in the operating results of the Rail Group but are eliminated in consolidation. Three Months Ended September 30, Nine Months Ended September 30, 2012 2011 2012 2011 ($ in millions) ($ in millions) Revenues: Concrete and Aggregates $ 48.9 $ 47.9 2.1 % $ 140.0 $ 143.5 (2.4 )% Highway Products 95.8 107.2 (10.6 ) 295.2 284.4 3.8 Other 9.6 9.7 * 30.9 19.8 * Total revenues $ 154.3 $ 164.8 (6.4 ) $ 466.1 $ 447.7 4.1 Operating profit $ 12.7 $ 17.8 $ 38.7 $ 42.2 Operating profit margin 8.2 % 10.8 % 8.3 % 9.4 % Three Months Ended June 30, Six Months Ended June 30, 2012 2011 Percent 2012 2011 Percent ($ in millions) Change ($ in millions) Change $ 49.6 $ 46.0 7.8 % $ 91.1 $ 95.6 (4.7 )% 96.9 97.5 (0.6 ) 199.4 177.2 12.5 10.3 5.8 * 21.3 10.1 * $ 156.8 $ 149.3 5.0 $ 311.8 $ 282.9 10.2 $ 15.2 $ 16.1 $ 26.0 $ 24.4 9.7 % 10.8 % 8.3 % 8.6 % not meaningful *not meaningfulincreaseddecreased for the three month periodmonths ended JuneSeptember 30, 2012 compared to the same period in 2011 primarily due to higher aggregatelower volumes in our Concretes and Aggregates business and higher sales in other product lines.Highway Products business. For the six month periodnine months ended JuneSeptember 30, 2012, revenues increased compared to the same period last year due primarily to higher volumes in our Highway Products business offset by slightly lower revenuesas well as higher sales in our Concrete and Aggregates business resulting from the divestiture of our Central Texas Region ready mix concrete facilities in April 2011.other product lines. Operating profit decreased slightly for the three month periodmonths ended JuneSeptember 30, 2012 compared to the same period in 2011 primarily as a result of lower profits from our Highway Products business due to reduced revenue combined with competitive pricing pressures offset by product-mix related higher profits in our Concrete and Aggregates business.pressures. For the six month periodnine months ended JuneSeptember 30, 2012, operating profit increaseddecreased compared to the same period last year primarily due to higher aggregate sales and improved efficiencies in our Concrete and Aggregates business offset by lower operating profit from our Highway Products business related to competitive pricing pressures and higher operating expenses. Three Months Ended June 30, Six Months Ended June 30, 2012 2011 Percent 2012 2011 Percent ($ in millions) Change ($ in millions) Change $ 173.9 $ 117.8 47.6 % $ 343.3 $ 255.7 34.3 % $ 36.6 $ 19.1 $ 66.6 $ 40.8 21.0 % 16.2 % 19.4 % 16.0 % Three Months Ended September 30, Nine Months Ended September 30, 2012 2011 Percent Change 2012 2011 Percent Change ($ in millions) ($ in millions) Revenues $ 166.5 $ 143.2 16.3 % $ 509.8 $ 398.9 27.8 % Operating profit $ 26.9 $ 26.0 $ 93.5 $ 66.8 Operating profit margin 16.2 % 18.2 % 18.3 % 16.7 % six month periodsnine months ended JuneSeptember 30, 2012 compared to the same periods in the prior year due to higher volumes of hopper and tank barges and a change in the mix of barge types. Hopper barge volume primarily increased, when compared to the prior year, due to the recovery from the 2011 flood at our Missouri manufacturing facility. Operating profit for the sixnine months ended JuneSeptember 30, 2012 includes a $3.4 million net gain from sales of barges previously included in property, plant, and equipment whichthat were under lease to third-party customers. Operating profit for the three and nine months ended JuneSeptember 30, 2011 included, includes a net gain of $3.1 million and net additional costs of $4.4$1.3 million, net of insurance recoveries,respectively, related to floods occurringthat occurred at two of our manufacturing facilities in 2010 and 2011.JuneSeptember 30, 2012, the backlog for the Inland Barge Group was approximately $541.5$536.5 million compared to approximately $494.2$564.4 million as of JuneSeptember 30, 2011.2011. For multi-year barge agreements, deliveries scheduled for 20122013 are included in the backlog at this time; deliveries beyond 20122013 are not included in the backlog if specific production quantities for future years have not been determined. Three Months Ended June 30, Six Months Ended June 30, 2012 2011 Percent 2012 2011 Percent ($ in millions) Change ($ in millions) Change $ 65.9 $ 69.3 (4.9 )% $ 118.7 $ 135.8 (12.6 )% 64.8 48.2 34.4 137.0 100.4 36.5 $ 130.7 $ 117.5 11.2 $ 255.7 $ 236.2 8.3 $ 4.0 $ 1.2 $ 0.2 $ 11.7 3.1 % 1.0 % 0.1 % 5.0 % Three Months Ended September 30, Nine Months Ended September 30, 2012 2011 Percent 2012 2011 Percent ($ in millions) Change ($ in millions) Change Revenues: Structural wind towers $ 70.8 $ 52.7 34.3 % $ 189.5 $ 188.5 0.5 % Other 64.8 58.9 10.0 201.8 159.3 26.7 Total revenues $ 135.6 $ 111.6 21.5 $ 391.3 $ 347.8 12.5 Operating profit (loss) $ 9.5 $ (1.9 ) $ 9.7 $ 9.8 Operating profit (loss) margin 7.0 % (1.7 )% 2.5 % 2.8 % six month periodsnine months ended JuneSeptember 30, 2012 increased compared to the same periods in 2011 as a result of higher structural wind towers shipments and increased demand for tank containersheads and other products offsetting lower structural wind tower shipments.utility structures. Operating profit for the three month periodmonths ended JuneSeptember 30, 2012 increased compared to the same quarter last year as the manufacturing challenges which negatively impacted the 2011 results moderated. Operating profit for the six month periodnine months ended JuneSeptember 30, 2012 decreased was substantially unchanged when compared to the same period in 2011 due to transition issues arising from changes in product mix in the structural wind towers business as well as competitive pricing on structural wind towers, partially offset by increased operating profit in other product lines. .JuneSeptember 30, 2012, the backlog for structural wind towers was approximately $817.4$754.3 million compared to approximately $916.5$929.5 million as of JuneSeptember 30, 2011.2011. Approximately $412.5$412.5 million of this backlog is subject to litigation with a structural wind tower customer for the customer’s breach of a long-term supply contract for the manufacture of towers. Three Months Ended
September 30, Nine Months Ended
September 30, 2012 2011 2012 2011 ($ in millions) ($ in millions) Revenues: Wholly owned subsidiaries: Leasing and management $ 106.4 $ 94.6 12.5 % $ 306.9 $ 277.8 10.5% 23.4 23.6 * 100.5 30.2 * 129.8 118.2 9.8 407.4 308.0 32.3 TRIP Holdings: Leasing and management 30.1 29.2 3.1 89.0 87.4 1.8 — — — — — — 30.1 29.2 3.1 89.0 87.4 1.8 Total revenues $ 159.9 $ 147.4 8.5 $ 496.4 $ 395.4 25.5 Operating Profit: Wholly-owned subsidiaries: Leasing and management $ 47.1 $ 40.3 $ 134.2 $ 116.3 Railcars owned one year or less at the time of sale 4.3 4.9 20.7 7.9 Railcars owned more than one year at the time of sale 15.9 1.6 21.6 3.0 67.3 46.8 176.5 127.2 TRIP Holdings: Leasing and management 16.7 17.4 50.8 51.3 Railcars owned one year or less at the time of sale — — — — Railcars owned more than one year at the time of sale 1.1 — 0.7 0.1 17.8 17.4 51.5 51.4 Total operating profit $ 85.1 $ 64.2 $ 228.0 $ 178.6 Operating profit margin: Leasing and management 46.7 % 46.6 % 46.7 % 45.9 % * * * * Total operating profit margin 53.2 43.6 45.9 45.2 Fleet utilization: Wholly-owned subsidiaries 99.0 % 99.4 % 99.0 % 99.4 % TRIP Holdings 99.3 % 99.9 % 99.3 % 99.9 % Total fleet 99.0 % 99.6 % 99.0 % 99.6 % Three Months Ended June 30, Six Months Ended June 30, 2012 2011 Percent 2012 2011 Percent ($ in millions) Change ($ in millions) Change $ 102.2 $ 92.9 10.0 % $ 200.5 $ 183.2 9.4 % 62.2 6.6 * 77.1 6.6 * 164.4 99.5 65.2 277.6 189.8 46.3 29.8 28.7 3.8 58.9 58.2 1.2 — — — — — — 29.8 28.7 3.8 58.9 58.2 1.2 $ 194.2 $ 128.2 51.5 $ 336.5 $ 248.0 35.7 $ 44.0 $ 39.5 $ 87.1 $ 76.0 13.5 3.0 16.4 3.0 1.6 0.4 5.7 1.4 59.1 42.9 109.2 80.4 17.3 16.8 34.1 33.9 — — — — — — (0.4 ) 0.1 17.3 16.8 33.7 34.0 $ 76.4 $ 59.7 $ 142.9 $ 114.4 46.4 % 46.3 % 46.7 % 45.5 % * * * * 39.3 46.6 42.5 46.1 99.0 % 99.3 % 99.0 % 99.3 % 99.8 % 99.9 % 99.8 % 99.9 % 99.1 % 99.4 % 99.1 % 99.4 % *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.six month periodsnine months ended JuneSeptember 30, 2012 compared to the same periods last year primarily due to increased railcar sales from the lease fleet, as well ashigher rental revenues related to additions to the lease fleet and higher rental rates.six month periodsnine months ended JuneSeptember 30, 2012 compared to the same periods in 2011 due to profit from lease fleet sales, lease fleet additions, higher rental rates, and lower maintenance expenses.JuneSeptember 30, 2012 follows: Average remaining No. of cars Average age 56,220 6.8 3.4 14,470 4.8 3.0 70,690 6.4 3.3 No. of cars Average age Average remaining lease term Wholly-owned subsidiaries 56,800 7.0 3.4 TRIP Holdings 14,455 5.0 3.1 Total fleet 71,255 6.6 3.3 Three Months Ended June 30, Six Months Ended June 30, 2012 2011 Percent 2012 2011 Percent ($ in millions) Change ($ in millions) Change $ 20.8 $ 14.3 45.5 % $ 36.5 $ 27.4 33.2 % $ (6.3 ) $ (0.2 ) $ (5.1 ) $ (0.5 ) Three Months Ended September 30, Nine Months Ended September 30, 2012 2011 Percent Change 2012 2011 Percent Change ($ in millions) ($ in millions) Revenues $ 24.6 $ 18.0 36.7 % $ 61.1 $ 45.4 34.6 % Operating loss $ (2.0 ) $ (0.3 ) $ (7.1 ) $ (0.8 ) six month periodsnine months ended JuneSeptember 30, 2012 compared to the same periods last year was primarily due to an increase in sales by our transportation company. The increase in operating loss for the three and six month periodsnine months ended JuneSeptember 30, 2012 was primarily due to higher claim costs related to our captive insurance company, higher environmental and legal reserves, and higher gains in 2011 from property dispositions. Three Months Ended June 30, Six Months Ended June 30, 2012 2011 Percent 2012 2011 Percent ($ in millions) Change ($ in millions) Change $ (9.6 ) $ (8.4 ) 14.3 % $ (21.2 ) $ (19.1 ) 11.0 % Three Months Ended September 30, Nine Months Ended September 30, 2012 2011 Percent Change 2012 2011 Percent Change ($ in millions) ($ in millions) Operating costs $ (12.4 ) $ (11.5 ) 7.8 % $ (33.6 ) $ (30.6 ) 9.8 % sixnine months ended JuneSeptember 30, 2012 and 2011: Six Months Ended June 30, 2012 2011 (in millions) $ 198.5 $ 8.8 (154.7 ) (58.3 ) (100.8 ) (47.4 ) $ (57.0 ) $ (96.9 ) Nine Months Ended September 30, 2012 2011 (in millions) Total cash provided by (required by) Operating activities $ 252.1 $ 56.1 Investing activities (217.6 ) (125.6 ) Financing activities (73.4 ) (11.7 ) Net decrease in cash and cash equivalents $ (38.9 ) $ (81.2 ) sixnine months ended JuneSeptember 30, 2012 was $198.5$252.1 million compared to net cash provided by operating activities of $8.8$56.1 million for the sixnine months ended JuneSeptember 30, 2011.2011. Cash flow provided by operating activities increased due to higher operating profits in 2012, a decreaselower increase in receivables during the first half of inventories in 2012 compared with2011, and an increase in receivables duringaccrued liabilities for the first halfnine months endedSeptember 30, 2012.JuneSeptember 30, 2012 decreased increased by $49.4$38.8 million or 13%10.1% since December 31, 2011, primarily due to lowerhigher receivables from the Energy Equipment Group.Rail and Construction Products Groups. Raw materials inventory at JuneSeptember 30, 2012 increased by $60.6$75.5 million or 19%23.2% since December 31, 2011 primarily attributable to higher levels in our Rail Group required to meet production demands. Finished goods inventory at JuneSeptember 30, 2012 increased by $22.0$11.4 million or 22%11.5% since December 31, 2011 primarily attributable to higher levels of production in our Rail Group and Construction Products Group arising from seasonally higher shipping volumes in our Highway Products business since the previous year end. Accounts payable was substantially unchanged. Accrued liabilities increased by $27.2$63.6 million or 13% since 15.1% from December 31, 2011 primarily due to certain increased accruals related to higher production levels in the business groups mentioned. Accrued liabilities decreased by $29.4 million or 7% from December 31, 2011 due to the normal settlement of certain year end liabilities.our Rail Group. We continually review reserves related to bad debt as well as the adequacy of lower of cost or market valuations related to accounts receivable and inventory.sixnine months ended JuneSeptember 30, 2012 was $154.7$217.6 million compared to $58.3$125.6 million for the sixnine months ended JuneSeptember 30, 2011.2011. Capital expenditures for the sixnine months ended JuneSeptember 30, 2012 were $209.3$333.7 million, of which $172.5$266.3 million were for additions to the lease fleet. This compares to $176.5$265.7 million of capital expenditures for the same period last year, of which $151.9$213.6 million were for additions to the lease fleet. CapitalFull-year manufacturing capital expenditures for 2012 are projected to be approximately $390.0 to $440.0range between $120.0 and $140.0 million including $260.0 to $290.0 million. We expect our net investment in netthe lease fleet additions.to range between $60.0 and $70.0 million for the fourth quarter of 2012 after taking into account the proceeds from railcar sales from the lease fleet. Proceeds from the sale of property, plant, and equipment and other assets totaled $54.6$121.0 million for the sixnine months ended JuneSeptember 30, 2012, composed primarily of railcar sales from the lease fleet owned more than one year at the time of sale totaling $34.1 million.$94.9 million. This compares to $17.5$24.6 million for the same period in 2011, composed primarily of railcar sales from the lease fleet owned more than one year at the time of sale totaling $12.2 million.$17.8 million. Investments in short-term marketable securities decreased by $116.0$158.0 million during the sixnine months ended JuneSeptember 30, 2011.2011sixnine months ended JuneSeptember 30, 2012 was $100.8$73.4 million compared to $47.4$11.7 million of cash required by financing activities for the same period in 2011.2011. During the six JuneSeptember 30, 2012 and 2011,, we retired $86.7$123.4 million and $79.1 million, respectively, in debt. During the nine months endedSeptember 30, 2011, we retired $1,068.5 million in debt principally consisting of repayment of the TRIP Warehouse Loan. We borrowed $16.2$117.4 million and $52.7 million during the sixnine months ended JuneSeptember 30, 2012 and primarily from our TILC warehouse loan facility. During the nine months endedSeptember 30, 2011 respectively,, we borrowed $1,124.5 million, primarily consisting of $920.0 million raised to refinance the TRIP Warehouse Loan, with the remainder primarily from our TILC warehouse loan facility. Additionally, we repurchased shares of the Company’s stock under a share repurchase program as described further below. We intend to use our cash and committed credit facilities to fund the operations, expansions, and growth initiatives of the Company.JuneSeptember 30, 2012 and for the sixnine month period then ended, there were no borrowings under our $425.0$425.0 million revolving credit facility that matures on October 20, 2016.2016. Interest on the revolving credit facility is calculated at Libor plus 150.0 basis points or prime plus 50.0 basis points. After subtracting $70.9$68.9 million for letters of credit outstanding, $354.1$356.1 million was available under the revolving credit facility as of JuneSeptember 30, 2012.$475.0$475.0 million TILC warehouse loan facility, established to finance railcars owned by TILC, had $291.4$385.7 million outstanding and $183.6$89.3 million available as of JuneSeptember 30, 2012.2012. 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 2.27%2.25% at JuneSeptember 30, 2012.2012. The warehouse loan facility matures in February 2013.2013. Amounts outstanding at maturity, absent renewal, will be payable in three installments in August 2013, February 2014, and August 2014.December 2010,September 2012, the Company’s Board of Directors authorized a $200new $200.0 million share repurchase program, effective JanuaryOctober 1, 2011,2012, which expires on December 31, 2012.2014. The new program replaces the Company's prior program which expired on September 30, 2012. During the three and sixnine months ended JuneSeptember 30, 2012, the Company repurchased 1,692,229141,992 shares and 1,834,221 shares, respectively, under thisthe prior program at a cost of approximately $41.2 million. Certain shares of stock repurchased during June 2012, totaling $6.0$4.0 million were cash settled in July 2012 in accordance with normal settlement practices. and $45.2 million, respectively. No shares were repurchased under thisthe prior program during the three and sixnine months ended JuneSeptember 30, 2011.halfnine months of 2012 continued to be favorable.favorable, particularly from the oil, gas, and chemicals industries. Rail Group operating results include certain costs associated with the repositioning of a portion of the Company's production capacity to meet railcar demand. Orders for structural wind towers have been slow since mid-2008 residential and commercial construction markets negatively impacted the results of our Construction Products Group as well. We continually assess our manufacturing capacity and take steps to align our production capacity with demand for our products. Due to improvements in demand, we have increased production staff at certain facilities since late 2010.JuneSeptember 30, 2012, the Company had unrestricted cash balances of $294.1$312.2 million $354.1, $356.1 million available under its revolving credit facility, and $183.6$89.3 million available under its TILC warehouse facility. The Company believes it has access to adequate capital resources to fund operating requirements and is an active participant in the credit markets.pricing for zinc, natural gas, and diesel fuel prices, as well as to convert a portionoffset interest rate variability of our variable-ratecertain floating rate debt to fixed-rate debt. Additionally, weissuances outstanding. We also use derivative instruments to mitigate the impact of unfavorable fluctuationschanges in natural gas and diesel fuel prices and changes in foreign currency exchange rates. We also use derivatives to lock in fixed interest rates in anticipation of future debt issuances. Derivative instruments that are designated and qualify as cash flow hedges are accounted for in accordance with applicable accounting standards. See Note 3 of the ConsolidatedFinancial StatementsFair Value Accounting for discussion of how the Company valued its commodity hedges and interest rate swaps at June2012. Included in accompanying balance sheet
at June 30, 2012 Notional
Amount Interest
Rate(1) Liability AOCL –
loss/
(income) Noncontrolling
Interest (in millions, except %) $ 200.0 4.87 % $ — $ (2.1 ) $ — $ 370.0 5.34 % $ — $ 8.9 $ — $ 788.5 3.60 % $ — $ 21.7 $ 16.3 $ 83.8 2.62 % $ 5.4 $ 3.0 $ 2.3 $ 459.5 4.13 % $ 44.3 $ 42.9 $ — Included in accompanying balance sheet
at September 30, 2012 Liability (in millions, except %) Expired hedges: 2006 secured railcar equipment notes $ 200.0 4.87 % $ — $ (2.0 ) $ — Promissory notes $ 370.0 5.34 % $ — $ 8.1 $ — TRIP Holdings $ 788.5 3.60 % $ — $ 20.8 $ 15.6 Open hedges: TRIP Master Funding secured railcar equipment notes $ 81.1 2.62 % $ 5.6 $ 3.2 $ 2.3 Promissory notes $ 451.7 4.13 % $ 41.9 $ 40.5 $ — Effect on interest expense – increase/(decrease) Three Months Ended
June 30, Six Months Ended
June 30, Expected effect
during next
twelve
months(1) 2012 2011 2012 2011 (in millions) $ (0.1 ) $ (0.1 ) $ (0.2 ) $ (0.2 ) $ (0.3 ) $ 0.8 $ 0.9 $ 1.7 $ 1.8 $ 3.3 $ 1.5 $ — $ 3.0 $ — $ 5.9 $ — $ 6.8 $ — $ 14.1 $ — $ 0.5 $ — $ 1.0 $ — $ 1.7 $ 4.2 $ 5.2 $ 8.4 $ 9.7 $ 16.9 Effect on interest expense – increase/(decrease) Three Months Ended
September 30, Nine Months Ended
September 30, 2012 2011 2012 2011 (in millions) Expired hedges: 2006 secured railcar equipment notes $ (0.1 ) $ (0.1 ) $ (0.3 ) $ (0.3 ) $ (0.3 ) Promissory notes $ 0.8 $ 0.9 $ 2.5 $ 2.7 $ 3.2 TRIP Holdings $ 1.5 $ 1.8 $ 4.5 $ 15.9 $ 5.9 Open hedges: TRIP Master Funding secured railcar equipment notes $ 0.5 $ 0.5 $ 1.5 $ 0.5 $ 1.8 Promissory notes $ 4.3 $ 4.6 $ 12.7 $ 14.3 $ 17.0 JuneSeptember 30, 2012transactionsderivatives in anticipation of a future debt issuance.issuing our 2006 Secured Railcar Equipment Notes. These derivative instruments, with a notional amount of $200$200.0 million, were settled in 2006 and fixed the interest rate on a portion of a futurethe related debt issuance associated with a railcar leasing transaction in 2006 and settled at maturity in the first quarter of 2006.issuance. These interest rate swaps werederivative instrument transactions are being accounted for as cash flow hedges with changes in the fair value of the instruments of $4.5$4.5 million in income recorded in accumulated other comprehensive loss (“AOCL”) through the date the related debt issuance closed in May 2006.2006. 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,transactions during the fourth quarterderivatives in anticipation of 2006 and during 2007.issuing our Promissory Notes. These derivative instruments, with a notional amount of $370$370.0 million hedged, were settled in 2008 and fixed the interest rate on a portion of a futurethe related debt issuance associated with an anticipated railcar leasing transaction, which closed in May 2008.issuance. These instruments settled during the second quarter of 2008, and werederivative instrument transactions are being accounted for as cash flow hedges with changes in the fair value of the instruments of $24.5$24.5 million recorded as a loss in AOCL through the date the related debt issuance closed in May 2008.2008. 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.May 2008, we entered into an interest rate swap transaction that is being usedderivative instrument, expiring in 2015, to fix the variable Libor component of the debt issuance which closed in May 2008.Promissory Notes. This derivative instrument transaction is being accounted for as a cash flow hedge. The effect on interest expense results primarily from monthly interest settlements.transactions,derivatives, all of which qualified as cash flow hedges, to reduce the effect of changes in variable interest rates.rates in the TRIP Warehouse Loan. 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 $5.9$5.9 million of additional interest expense expected to be recognized during the twelve months following JuneSeptember 30, 2012.2012. Also in July 2011, TRIP Holdings’ wholly-owned subsidiary, TRIP Master Funding, entered into an interest rate swaptransaction derivative instrument, expiring in $94.1$94.1 million to reduce the effect of changes in variable interest rates associated with the Class A-1b notes of the TRIP Master Funding secured railcar equipment notes. Effect on operating income – increase/(decrease) Three Months Ended
June 30, Six Months Ended
June 30, 2012 2011 2012 2011 (in millions) $ (0.1 ) $ (0.3 ) $ 0.0 $ 0.2 (0.1 ) 0.1 0.0 0.1 $ (0.2 ) $ (0.2 ) $ 0.0 $ 0.3 $ 0.0 $ — $ (0.4 ) $ (0.6 ) Effect on operating income – increase/(decrease) Three Months Ended
September 30, Nine Months Ended
September 30, 2012 2011 2012 2011 (in millions) Effect of mark to market valuation $ 0.6 $ (0.2 ) $ 0.6 $ 0.0 Settlements 0.0 0.2 0.0 0.3 $ 0.6 $ — $ 0.6 $ 0.3 $ — $ 0.6 $ (0.4 ) $ 0.0 JuneSeptember 30, 2012 for these instruments was not significant.JuneSeptember 30, 2012.JuneSeptember 30, 2012, contractual obligations related to letters of credit decreased slightly to $71.8$69.8 million from $74.1$74.1 million as of December 31, 2011.2011. Refer to Note 11 of the Consolidated Financial Statements for changes to our outstanding debt and maturities. Contractual obligations that relate to operating leases including sale/leaseback transactions were basically unchanged as of JuneSeptember 30, 2012.2012. See Note 5 of the Consolidated Financial Statements regarding operating lease obligations. We estimate that contractual obligations related to the purchase of goods and materials have increased by approximately $64.8$52.8 million since December 31, 2011 related to increases in production levels.sixnine months ended JuneSeptember 30, 2012.JuneSeptember 30, 2012: Number of
Shares
Purchased(1) Average
Price
Paid per
Share (1) Total
Number of
Shares (or
Units)
Purchased
as
Part of
Publicly
Announced
Plans or
Programs (2) Maximum
Number (or
Approximate
Dollar Value)
of
Shares (or
Units)
that May Yet
Be
Purchased
Under the
Plans
or Programs (2) 6,315 $ 29.60 — $ 200,000,000 545,980 $ 25.78 378,392 $ 190,293,400 1,316,550 $ 23.94 1,313,837 $ 158,846,107 1,868,845 $ 24.49 1,692,229 $ 158,846,107 (1)These columns include the following transactions during the three months ended June 30, 2012: (i) the deemed surrender to the Company of 3,117 shares of Common Stock to pay the exercise price and satisfy tax withholding in connection with the exercise of employee stock options, (ii) the surrender to the Company of 173,499 shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees, and (iii) the purchase of 1,692,229 shares of common stock on the open market as part of the stock repurchase program.(2)In December 2010, the Company’s Board of Directors authorized a $200 million share repurchase program, effective January 1, 2011, which expires on December 31, 2012. During the three months ended June 30, 2012, the Company repurchased 1,692,229 shares under this program at a cost of approximately $41.2 million. Certain shares of stock repurchased during June 2012, totaling $6.0 million, were cash settled in July 2012 in accordance with normal settlement practices. The approximate dollar value of shares that may yet be repurchased under such share repurchase program is shown as of the end of such month or quarter.Period July 1, 2012 through July 31, 2012 107,422 $ 28.01 107,422 $ 155,888,403 August 1, 2012 through August 31, 2012 34,570 $ 28.85 34,570 $ 154,891,041 September 1, 2012 through September 30, 2012 10,959 $ 32.82 — $ 154,891,041 Total 152,951 $ 28.54 141,992 $ 154,891,041 3.1 Amended and Restated Bylaws of Trinity Industries, Inc., as amended April 30, 2012 (filed herewith)10.1Trinity Industries, Inc. Supplemental Retirement Plan Trust (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012).31.1 Rule 13a-15(e) and 15d-15(e) Certification of Chief Executive Officer (filed herewith). 31.2 Rule 13a-15(e) and 15d-15(e) Certification of Chief Financial Officer (filed herewith). 32.1 Certification pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). 32.2 Certification pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). 95 Mine Safety Disclosure Exhibit (filed herewith). 101.INS XBRL Instance Document (filed electronically herewith) *101.SCH XBRL Taxonomy Extension Schema Document (filed electronically herewith) *101.CAL XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith) *101.LAB XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith) *101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith) *101.DEF XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith) *TRINITY INDUSTRIES, INC. By /s/ JAMES E. PERRY Registrant James E. Perry Senior Vice President and Chief Financial Officer July 26,October 25, 2012 3.1 Amended and Restated Bylaws of Trinity Industries, Inc., as amended April 30, 2012 (filed herewith)10.1Trinity Industries, Inc. Supplemental Retirement Plan Trust (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012).31.1 Rule 13a-15(e) and 15d-15(e) Certification of Chief Executive Officer (filed herewith). 31.2 Rule 13a-15(e) and 15d-15(e) Certification of Chief Financial Officer (filed herewith). 32.1 Certification pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). 32.2 Certification pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). 95 Mine Safety Disclosure Exhibit (filed herewith). 101.INS XBRL Instance Document (filed electronically herewith) *101.SCH XBRL Taxonomy Extension Schema Document (filed electronically herewith) *101.CAL XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith) *101.LAB XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith) *101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith) *101.DEF XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith) *39