Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data.
Trinity Industries, Inc.
Index to Financial Statements
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
56
Consolidated Statements of Operations for the years ended December 31, 2021, 2020, and 2019
58
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2021, 2020, and 2019
59
Consolidated Balance Sheets as of December 31, 2021 and 2020
60
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020, and 2019
61
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2021, 2020, and 2019
62
Notes to Consolidated Financial Statements
63
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Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Trinity Industries, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Trinity Industries, Inc. and Subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), cash flows and stockholders' equity for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 17, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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Recognition of deferred tax assets and liabilities
Description of the Matter As more fully described in Note 9 to the consolidated financial statements, at December 31, 2021, the Company recorded gross deferred tax assets related to deductible temporary differences of $ 110.7 million, offset by a $ 24.4 million valuation allowance and recorded $ 1,192.0 million in deferred tax liabilities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases and other tax attributes using currently enacted tax rates. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the provision for income taxes in the period that includes the enactment date.
Auditing the Company’s recognition of deferred tax assets and liabilities was complex because the Company is required to identify and evaluate differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases and other tax attributes based on enacted law and tax rates for multiple federal and state tax jurisdictions to determine the amount of such deferred tax assets and liabilities. In addition, a higher degree of auditor judgment was required to evaluate the Company’s deferred income tax provision as a result of the Company’s application of tax law in each jurisdiction.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls that address the risks of material misstatement relating to the recognition of deferred tax assets and liabilities, including controls over the accuracy and completeness of permanent and temporary differences, the valuation of deferred income tax assets and liabilities and changes in tax laws and regulations that may impact the Company’s deferred income tax provision.
Among other audit procedures performed, we assessed the completeness and accuracy of deferred tax assets and deferred tax liabilities based on enacted law and tax rates for the appropriate tax jurisdictions to determine the amount of such deferred tax assets and liabilities. In addition, we assessed the reasonableness of the Company’s deferred income tax provision based on application of tax law in each jurisdiction the Company operates in.
/s/ ERNST & YOUNG LLP
We have served as the Company's auditor since 1958.
Dallas, Texas
February 17, 2022
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Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Operations
Year Ended December 31,
2021 2020 2019
(in millions, except per share amounts)
Revenues:
Manufacturing $ 781.4 $ 948.2 $ 1,636.1
Leasing 734.6 801.5 1,116.3
1,516.0 1,749.7 2,752.4
Operating costs:
Cost of revenues:
Manufacturing 769.9 910.0 1,462.2
Leasing 391.6 417.4 716.2
1,161.5 1,327.4 2,178.4
Selling, engineering, and administrative expenses:
Manufacturing 32.5 38.6 60.1
Leasing 50.6 51.3 49.5
Other 96.5 99.7 107.4
179.6 189.6 217.0
Gains on dispositions of property:
Lease portfolio sales (Note 1) 54.1 17.3 50.5
Other 24.1 2.7 3.9
78.2 20.0 54.4
Impairment of long-lived assets — 396.4 —
Restructuring activities, net ( 3.7 ) 10.9 14.6
Total operating profit (loss) 256.8 ( 154.6 ) 396.8
Other (income) expense:
Interest expense, net 191.4 211.0 214.5
Loss on extinguishment of debt 11.7 5.0 —
Pension plan settlement ( 0.6 ) 151.5 —
Other, net ( 0.9 ) 2.5 1.1
201.6 370.0 215.6
Income (loss) from continuing operations before income taxes 55.2 ( 524.6 ) 181.2
Provision (benefit) for income taxes:
Current 2.8 ( 512.6 ) 6.2
Deferred 13.1 238.5 52.6
15.9 ( 274.1 ) 58.8
Income (loss) from continuing operations 39.3 ( 250.5 ) 122.4
Income from discontinued operations, net of provision for income taxes of $ 3.5 , $ 5.5 , and $ 1.7
11.1 24.3 13.7
Gain on sale of discontinued operations, net of provision for income taxes of $ 51.9 , $ — , and $ —
131.4 — —
Net income (loss) 181.8 ( 226.2 ) 136.1
Net loss attributable to noncontrolling interest ( 0.2 ) ( 78.9 ) ( 1.5 )
Net income (loss) attributable to Trinity Industries, Inc. $ 182.0 $ ( 147.3 ) $ 137.6
Basic earnings per common share:
Income (loss) from continuing operations $ 0.39 $ ( 1.48 ) $ 0.98
Income from discontinued operations 1.40 0.21 0.11
Basic net income (loss) attributable to Trinity Industries, Inc. $ 1.79 $ ( 1.27 ) $ 1.09
Diluted earnings per common share:
Income (loss) from continuing operations $ 0.38 $ ( 1.48 ) $ 0.96
Income from discontinued operations 1.37 0.21 0.11
Diluted net income (loss) attributable to Trinity Industries, Inc. $ 1.75 $ ( 1.27 ) $ 1.07
Weighted average number of shares outstanding:
Basic 101.5 115.9 125.6
Diluted 103.8 115.9 127.3
See accompanying notes to Consolidated Financial Statements.
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Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
Year Ended December 31,
2021 2020 2019
(in millions)
Net income (loss) $ 181.8 $ ( 226.2 ) $ 136.1
Other comprehensive income (loss):
Derivative financial instruments:
Unrealized gains (losses) arising during the period, net of tax benefit (expense) of $( 2.8 ), $ 5.9 , and $ 3.8
9.2 ( 19.4 ) ( 12.8 )
Reclassification adjustments for losses included in net income (loss), net of tax benefit of $ 1.2 , $ 3.5 , and $ 0.8
5.4 12.9 4.5
Defined benefit plans:
Settlement of pension plan, net of tax benefit of $ — , $ 34.9 , and $ —
— 116.6 —
Unrealized gains (losses) arising during the period, net of tax (benefit) expense of $ 0.1 , $ 2.7 , and $( 9.0 )
0.3 7.7 ( 30.2 )
Amortization of prior service cost, net of tax benefit of $ — , $ 0.3 , and $ —
— 0.9 —
Amortization of net actuarial losses, net of tax benefit of $ 0.1 , $ 1.3 , and $ 1.1
0.2 4.7 3.5
15.1 123.4 ( 35.0 )
Comprehensive income (loss) 196.9 ( 102.8 ) 101.1
Less: comprehensive income (loss) attributable to noncontrolling interest 1.0 ( 77.7 ) ( 0.2 )
Comprehensive income (loss) attributable to Trinity Industries, Inc. $ 195.9 $ ( 25.1 ) $ 101.3
See accompanying notes to Consolidated Financial Statements.
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Trinity Industries, Inc. and Subsidiaries
Consolidated Balance Sheets
December 31, 2021 December 31, 2020
(in millions)
ASSETS
Cash and cash equivalents $ 167.3 $ 132.0
Receivables, net of allowance of $ 15.6 and $ 14.1
227.6 164.4
Income tax receivable 5.4 445.8
Inventories:
Raw materials and supplies 278.4 165.0
Work in process 91.6 47.9
Finished goods 62.9 72.3
432.9 285.2
Restricted cash, including partially-owned subsidiaries of $ 58.6 and $ 31.1
135.1 96.4
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $ 1,927.7 and $ 1,931.6
9,105.6 9,087.2
Less accumulated depreciation, including partially-owned subsidiaries of $ 568.4 and $ 525.7
( 2,258.7 ) ( 2,118.4 )
6,846.9 6,968.8
Goodwill 154.2 147.2
Assets of discontinued operations — 178.5
Other assets 266.5 283.5
Total assets $ 8,235.9 $ 8,701.8
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 206.4 $ 146.1
Accrued liabilities 307.4 310.0
Debt:
Recourse 398.7 448.2
Non-recourse:
Wholly-owned subsidiaries 3,555.8 3,340.5
Partially-owned subsidiaries 1,216.1 1,228.3
5,170.6 5,017.0
Deferred income taxes 1,106.8 1,047.5
Liabilities of discontinued operations — 18.5
Other liabilities 147.9 146.7
Total liabilities 6,939.1 6,685.8
Preferred stock – 1.5 shares authorized and unissued
— —
Common stock – shares authorized at December 31, 2021 and 2020 – 400.0 ; shares issued and outstanding at December 31, 2021 – 83.3 ; at December 31, 2020 – 111.2
0.8 1.1
Capital in excess of par value — —
Retained earnings 1,046.6 1,769.4
Accumulated other comprehensive loss ( 17.0 ) ( 30.9 )
Treasury stock – shares at December 31, 2021 – 0.0 ; at December 31, 2020 – 0.1
( 0.6 ) ( 0.8 )
1,029.8 1,738.8
Noncontrolling interest 267.0 277.2
Total stockholders' equity 1,296.8 2,016.0
Total liabilities and stockholders' equity $ 8,235.9 $ 8,701.8
See accompanying notes to Consolidated Financial Statements.
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Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Year Ended December 31,
2021 2020 2019
(in millions)
Operating activities:
Net income (loss) $ 181.8 $ ( 226.2 ) $ 136.1
Income from discontinued operations, net of income taxes ( 11.1 ) ( 24.3 ) ( 13.7 )
Gain on sale of discontinued operations, net of income taxes ( 131.4 ) — —
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 265.7 258.5 276.5
Stock-based compensation expense 20.7 25.4 27.8
Provision for deferred income taxes 13.1 238.5 52.6
Net gains on lease portfolio sales ( 54.1 ) ( 17.3 ) ( 50.5 )
Gains on dispositions of property and other assets ( 20.0 ) ( 5.3 ) ( 3.9 )
Gains on insurance recoveries from property damage ( 7.8 ) — —
Pension plan settlement — 151.5 —
Impairment of long-lived assets — 396.4 —
Non-cash impact of restructuring activities — 5.3 10.9
Non-cash interest expense 13.7 13.7 16.7
Loss on early extinguishment of debt 11.7 5.0 —
Other ( 3.1 ) 0.1 ( 4.3 )
Changes in operating assets and liabilities:
(Increase) decrease in receivables ( 64.3 ) 61.6 11.7
(Increase) decrease in income tax receivable 440.4 ( 441.5 ) 25.7
(Increase) decrease in inventories ( 147.7 ) 106.4 87.4
(Increase) decrease in other assets 11.4 146.1 ( 114.5 )
Increase (decrease) in accounts payable 59.2 ( 50.4 ) ( 10.4 )
Increase (decrease) in accrued liabilities 36.5 ( 30.4 ) ( 78.6 )
Increase (decrease) in other liabilities 0.9 8.9 ( 4.1 )
Net cash provided by operating activities – continuing operations 615.6 622.0 365.4
Net cash provided by (used in) operating activities – discontinued operations ( 3.8 ) 29.7 28.2
Net cash provided by operating activities 611.8 651.7 393.6
Investing activities:
Proceeds from dispositions of property and other assets 40.5 32.7 20.0
Proceeds from lease portfolio sales 454.3 138.7 205.7
Capital expenditures – leasing, net of sold lease fleet railcars owned one year or less with a net cost of $ 54.0 and $ 319.3 for the years ended December 31, 2020 and 2019, respectively
( 547.2 ) ( 602.2 ) ( 1,122.2 )
Capital expenditures – manufacturing and other ( 23.6 ) ( 95.9 ) ( 88.0 )
Acquisitions, net of cash acquired ( 16.6 ) — —
Proceeds from insurance recoveries 9.5 — —
Other 0.1 — —
Net cash used in investing activities – continuing operations ( 83.0 ) ( 526.7 ) ( 984.5 )
Proceeds from sale of discontinued operations 364.7 — —
Net cash used in investing activities – discontinued operations ( 5.4 ) ( 6.2 ) ( 8.8 )
Net cash provided by (used in) investing activities 276.3 ( 532.9 ) ( 993.3 )
Financing activities:
Payments to retire debt ( 2,315.8 ) ( 1,442.9 ) ( 1,724.1 )
Proceeds from issuance of debt 2,444.1 1,561.4 2,567.8
Shares repurchased ( 833.4 ) ( 191.3 ) ( 224.7 )
Dividends paid to common shareholders ( 88.5 ) ( 91.7 ) ( 82.1 )
Purchase of shares to satisfy employee tax on vested stock ( 9.3 ) ( 9.5 ) ( 8.2 )
Contributions from (distributions to) noncontrolling interest ( 11.2 ) 6.1 ( 2.2 )
Other — ( 0.1 ) —
Net cash provided by (used in) financing activities ( 814.1 ) ( 168.0 ) 526.5
Net increase (decrease) in cash, cash equivalents, and restricted cash 74.0 ( 49.2 ) ( 73.2 )
Cash, cash equivalents, and restricted cash at beginning of period 228.4 277.6 350.8
Cash, cash equivalents, and restricted cash at end of period $ 302.4 $ 228.4 $ 277.6
Supplemental disclosure of cash flow information:
Interest paid $ 178.4 $ 205.5 $ 208.1
Income tax refunds, net of payments $ 435.7 $ 62.5 $ 16.7
See accompanying notes to Consolidated Financial Statements.
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Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity
Common Stock Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Trinity Stockholders’ Equity Noncontrolling Interest Total Stockholders’ Equity
Shares $ 0.01 Par Value
Shares Amount
(in millions, except par value and per common share amounts)
Balances at December 31, 2018 133.3 $ 1.3 $ 1.2 $ 2,326.1 $ ( 116.8 ) ( 0.1 ) $ ( 1.0 ) $ 2,210.8 $ 351.2 $ 2,562.0
Net income (loss) — — — 137.6 — — — 137.6 ( 1.5 ) 136.1
Other comprehensive income (loss) — — — — ( 36.3 ) — — ( 36.3 ) 1.3 ( 35.0 )
Cash dividends declared on common stock (1)
— — — ( 88.2 ) — — — ( 88.2 ) — ( 88.2 )
Distributions to noncontrolling interest — — — — — — — — ( 2.2 ) ( 2.2 )
Stock-based compensation expense — — 27.8 — — — — 27.8 — 27.8
Settlement of share-based awards, net 0.7 — 4.2 — — ( 0.6 ) ( 11.3 ) ( 7.1 ) — ( 7.1 )
Shares repurchased — — 70.0 — — ( 13.7 ) ( 294.7 ) ( 224.7 ) — ( 224.7 )
Retirement of treasury stock ( 14.3 ) ( 0.1 ) ( 103.2 ) ( 202.8 ) — 14.3 306.1 — — —
Cumulative effect of adopting new accounting standards — — — 13.7 — — — 13.7 — 13.7
Other — — — ( 3.5 ) — — — ( 3.5 ) — ( 3.5 )
Balances at December 31, 2019 119.7 $ 1.2 $ — $ 2,182.9 $ ( 153.1 ) ( 0.1 ) $ ( 0.9 ) $ 2,030.1 $ 348.8 $ 2,378.9
Net loss — — — ( 147.3 ) — — — ( 147.3 ) ( 78.9 ) ( 226.2 )
Other comprehensive income — — — — 122.2 — — 122.2 1.2 123.4
Cash dividends declared on common stock (1)
— — — ( 90.7 ) — — — ( 90.7 ) — ( 90.7 )
Contributions from noncontrolling interest — — — — — — — — 6.1 6.1
Stock-based compensation expense — — 25.4 — — — — 25.4 — 25.4
Settlement of share-based awards, net 1.5 — 5.1 — — ( 0.7 ) ( 13.9 ) ( 8.8 ) — ( 8.8 )
Shares repurchased — — — — — ( 9.3 ) ( 193.1 ) ( 193.1 ) — ( 193.1 )
Retirement of treasury stock ( 10.0 ) ( 0.1 ) ( 30.5 ) ( 176.5 ) — 10.0 207.1 — — —
Cumulative effect of adopting new accounting standards — — — 0.5 — — — 0.5 — 0.5
Other — — — 0.5 — — — 0.5 — 0.5
Balances at December 31, 2020 111.2 $ 1.1 $ — $ 1,769.4 $ ( 30.9 ) ( 0.1 ) $ ( 0.8 ) $ 1,738.8 $ 277.2 $ 2,016.0
Net income (loss) — — — 182.0 — — — 182.0 ( 0.2 ) 181.8
Other comprehensive income — — — — 13.9 — — 13.9 1.2 15.1
Cash dividends declared on common stock (1)
— — — ( 84.3 ) — — — ( 84.3 ) — ( 84.3 )
Distributions to noncontrolling interest — — — — — — — — ( 11.2 ) ( 11.2 )
Stock-based compensation expense — — 20.7 — — — — 20.7 — 20.7
Settlement of share-based awards, net 1.2 — 4.3 ( 0.5 ) — ( 0.5 ) ( 13.5 ) ( 9.7 ) — ( 9.7 )
Shares repurchased — — — — — ( 25.2 ) ( 706.6 ) ( 706.6 ) — ( 706.6 )
Accelerated share repurchase agreement — — ( 25.0 ) — — ( 3.3 ) ( 100.0 ) ( 125.0 ) — ( 125.0 )
Retirement of treasury stock ( 29.1 ) ( 0.3 ) — ( 820.0 ) — 29.1 820.3 — — —
Balances at December 31, 2021 83.3 $ 0.8 $ — $ 1,046.6 $ ( 17.0 ) — $ ( 0.6 ) $ 1,029.8 $ 267.0 $ 1,296.8
(1) Dividends of $ 0.86 , $ 0.78 , and $ 0.70 per common share for the years ended December 31, 2021, 2020, and 2019, respectively.
See accompanying notes to Consolidated Financial Statements.
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Trinity Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies
Principles of Consolidation
The financial statements of Trinity Industries, Inc. and its consolidated subsidiaries (“Trinity,” “Company,” “we,” “our,” or "us") include the accounts of its wholly-owned subsidiaries and its partially-owned subsidiaries, TRIP Rail Holdings LLC ("TRIP Holdings") and RIV 2013 Rail Holdings LLC ("RIV 2013"), in which we have a controlling interest. All significant intercompany accounts and transactions have been eliminated. Certain prior year balances have been reclassified to conform to the 2021 presentation.
Sale of Highway Products Business
In the fourth quarter of 2021, the Company completed the sale of Trinity Highway Products, LLC (“THP”), a wholly-owned subsidiary of the Company, and certain direct and indirect subsidiaries of THP, to Rush Hour Intermediate II, LLC ("Rush Hour"), an entity owned by an affiliated investment fund of Monomoy Capital Partners, for an aggregate purchase price of $ 375.0 million, subject to certain adjustments. THP is a leading manufacturer and global supplier of commercial highway products.
We concluded that the sale of THP represented a strategic shift that would have a major effect on the Company’s operations and financial results. Accordingly, we have presented the operating results and cash flows of THP as discontinued operations for all periods in this 2021 Annual Report on Form 10-K. Results of prior periods have been recast to reflect these changes and present results on a comparable basis. See Note 2 for further information related to the sale of THP.
Revenue Recognition
Revenue is measured based on the allocation of the transaction price in a contract to satisfied performance obligations. The transaction price does not include any amounts collected on behalf of third parties. We recognize revenue when we satisfy a performance obligation by transferring control over a product or service to a customer. Payments for our products and services are generally due within normal commercial terms. The following is a description of principal activities from which we generate our revenue, separated by reportable segments. See Note 4 for a further discussion regarding our reportable segments.
Railcar Leasing and Management Services Group
In our Railcar Leasing and Management Services Group ("Leasing Group"), revenue from rentals and operating leases, including contracts that contain non-level fixed lease payments, is recognized monthly on a straight-line basis. Leases not classified as operating leases are generally considered sales-type leases as a result of an option to purchase.
We review our operating lease receivables for collectibility on a regular basis, taking into consideration changes in factors such as the lessee’s payment history, the financial condition of the lessee, and business and economic conditions in the industry in which the lessee operates. In the event that the collectibility of a receivable with respect to any lessee is no longer probable, we derecognize the revenue and related receivable and recognize future revenue only when the lessee makes a rental payment. Contingent rents are recognized when the contingency is resolved.
Selling profit or loss associated with sales-type leases is recognized upon lease commencement, and a net investment in the sales-type lease is recorded on the Consolidated Balance Sheet. Interest income related to sales-type leases is recognized over the lease term using the effective interest method. We had no sales-type leases as of December 31, 2021 and 2020.
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During the fourth quarter of 2020, we began presenting sales from our lease fleet in the Leasing Group on a net basis regardless of the age of railcar that is sold. Historically, in accordance with ASC 606, Revenue from contracts with customers , we presented sales of railcars from the lease fleet on a gross basis in Revenues – Leasing and Cost of revenues – Leasing in our Consolidated Statements of Operations if the railcars had been owned for one year or less at the time of sale. Sales of railcars from the lease fleet owned for more than one year had historically been presented as a net gain or loss from the disposal of a long-term asset. We now report all sales of railcars from the lease fleet as a net gain or loss from the disposal of a long-term asset in accordance with ASC 610-20, Gains and losses from the derecognition of non-financial assets. These sales are presented in the Lease portfolio sales line in our Consolidated Statements of Operations; however, because this change in presentation was effected on a prospective basis beginning in the fourth quarter of 2020, lease portfolio sales for the years ended December 31, 2020 and 2019 only include sales of railcars from the lease fleet owned for more than one year. There were no lease portfolio sales during the fourth quarter of 2020. We have concluded that this presentation is appropriate given the significant change in the strategic focus of the Company. The presentation change had no effect on the Company’s operating profit, net income, earnings per share, or Consolidated Balance Sheet.
We account for shipping and handling costs as activities to fulfill the promise to transfer the good; as such, these fees are recorded in revenue. The fees and costs of shipping and handling activities are accrued when the related performance obligation has been satisfied.
Rail Products Group
Our railcar manufacturing business recognizes revenue when the customer has submitted its certificate of acceptance and legal title of the railcar has passed to the customer. Certain contracts for the sales of railcars include price adjustments based on steel-price indices; this amount represents variable consideration for which we are unable to estimate the final consideration until the railcar is delivered.
Within our maintenance services business, revenue is recognized over time as repair and maintenance projects are completed, using an input approach based on the costs incurred relative to the total estimated costs of performing the project. We recorded contract assets of $ 4.5 million and $ 4.4 million as of December 31, 2021 and 2020, respectively, related to unbilled revenues recognized on repair and maintenance services that have been performed, but for which the entire project has not yet been completed, and the railcar has not yet been shipped to the customer. These contract assets are included within the Receivables, net of allowance line in our Consolidated Balance Sheets.
Unsatisfied Performance Obligations
The following table includes estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied or partially satisfied as of December 31, 2021 and the percentage of the outstanding performance obligations as of December 31, 2021 expected to be delivered during 2022:
Unsatisfied performance obligations at December 31, 2021
Total
Amount Percent expected to be delivered in 2022
(in millions)
Rail Products Group:
New railcars:
External customers $ 1,018.1
Leasing Group 498.7
$ 1,516.8 69.1 %
Sustainable railcar conversions (1)
$ 111.5 95.7 %
Maintenance services $ 3.0 100.0 %
Railcar Leasing and Management Services Group $ 71.3 21.7 %
(1) During 2021, the Rail Products Group introduced a sustainable railcar conversion program whereby certain tank cars and freight cars are converted or upgraded to better meet changing market demands.
The remainder of the unsatisfied performance obligations for the Rail Products Group is expected to be delivered through 2025. The orders in the Rail Products Group's backlog from the Leasing Group are fully supported by lease commitments with external customers. The final amount of backlog attributable to the Leasing Group may vary by the time of delivery as customers may choose to change their procurement decision.
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Unsatisfied performance obligations for the Railcar Leasing and Management Services Group are related to servicing, maintenance, and management agreements and are expected to be performed through 2029.
Lease Accounting
Lessee
We are the lessee of operating leases predominantly for railcars, as well as office buildings, manufacturing equipment, and office equipment. Our operating leases have remaining lease terms ranging from one year to fifteen years , some of which include options to extend for up to five years , and some of which include options to terminate within one year . As of December 31, 2021, we had no material finance leases in which we were the lessee. Certain of our operating leases include lease incentives, which reduce the right-of-use asset and are recognized on a straight-line basis over the lease term. As applicable, the lease liability is also reduced by the amount of lease incentives that have not yet been reimbursed by the lessor.
The following table summarizes the impact of our operating leases on our Consolidated Financial Statements (in millions, except lease term and discount rate):
Year Ended
December 31,
2021 2020 2019
Consolidated Statement of Operations
Operating lease expense $ 15.2 $ 15.1 $ 17.4
Short-term lease expense $ 0.2 $ 2.1 $ 4.1
Consolidated Statement of Cash Flows
Cash flows from operating activities $ 15.2 $ 15.1 $ 17.4
Right-of-use assets recognized in exchange for new lease liabilities (1)
$ 23.0 $ 54.5 $ 8.5
December 31, 2021 December 31, 2020
Consolidated Balance Sheet
Right-of-use assets (2)
$ 82.8 $ 73.5
Lease liabilities (3)
$ 106.3 $ 93.5
Weighted average remaining lease term 10.8 years 11.3 years
Weighted average discount rate 3.0 % 3.3 %
(1) Includes the commencement of the new headquarters facility for the year ended December 31, 2020 .
(2) Included in other assets in our Consolidated Balance Sheets.
(3) Included in other liabilities in our Consolidated Balance Sheets.
Future contractual minimum operating lease liabilities will mature as follows (in millions):
Leasing Group Non-Leasing Group Total
2022 $ 10.9 $ 7.2 $ 18.1
2023 9.1 7.2 16.3
2024 5.6 6.2 11.8
2025 3.8 5.6 9.4
2026 3.5 5.2 8.7
Thereafter 4.1 56.7 60.8
Total operating lease payments $ 37.0 $ 88.1 $ 125.1
Less: Present value adjustment ( 18.8 )
Total operating lease liabilities $ 106.3
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Lessor
Our Leasing Group enters into railcar operating leases with third parties with terms generally ranging between one year and ten years . The majority of our fleet operates on leases that earn fixed monthly lease payments. Generally, lease payments are due at the beginning of the applicable month. A portion of our fleet operates on per diem leases that earn usage-based variable lease payments. Some of our leases include options to extend the leases for up to five years , and a small percentage of our leases include early termination options with certain notice requirements and early termination penalties. As of December 31, 2021, non-Leasing Group operating leases were not significant, and we had no sales-type leases and no direct finance leases.
We manage risks associated with residual values of leased railcars by investing across a diverse portfolio of railcar types, staggering lease maturities within any given railcar type, avoiding concentration of railcar type and industry, and actively participating in secondary markets. Additionally, our lease agreements contain normal wear and tear return condition provisions and high mileage thresholds designed to protect the value of our residual assets. Our lease agreements do not contain any material residual value guarantees or restrictive covenants.
The following table summarizes the impact of our leases in our Consolidated Statement of Operations (in millions):
Year Ended
December 31,
2021 2020 2019
Operating lease revenues $ 652.5 $ 671.4 $ 676.3
Variable operating lease revenues $ 54.2 $ 51.0 $ 50.5
Sales-type lease revenues $ — $ — $ 160.5
Interest income on sales-type lease receivables $ — $ — $ 2.4
Profit recognized at sales-type lease commencement $ — $ — $ 19.0
Future contractual minimum revenues for operating leases will mature as follows (in millions) (1) :
2022 $ 546.5
2023 411.5
2024 307.5
2025 219.9
2026 140.0
Thereafter 260.2
Total $ 1,885.6
(1) Total contractual minimum rental revenues on operating leases relates to our wholly-owned and partially-owned subsidiaries and sub-lease rental revenues associated with the Leasing Group's operating lease obligations.
Income Taxes
The liability method is used to account for income taxes. Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized.
We regularly evaluate the likelihood of realization of tax benefits derived from positions we have taken in various federal and state filings after consideration of all relevant facts, circumstances, and available information. For those tax positions that are deemed more likely than not to be sustained, we recognize the benefit we believe is cumulatively greater than 50% likely to be realized. To the extent that we were to prevail in matters for which accruals have been established or be required to pay amounts in excess of recorded reserves, the effective tax rate in a given financial statement period could be materially impacted.
Financial Instruments
We consider all highly liquid debt instruments to be either cash and cash equivalents if purchased with a maturity of three months or less, or short-term marketable securities if purchased with a maturity of more than three months and less than one year.
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Financial instruments that potentially subject us to a concentration of credit risk are primarily cash investments including restricted cash and receivables. We place our cash investments in bank deposits, investment grade, short-term debt instruments, and highly-rated commercial paper. We limit the amount of credit exposure to any one commercial issuer. The carrying values of cash, receivables, and accounts payable are considered to be representative of their respective fair values.
Concentrations of credit risk with respect to receivables are limited due to control procedures that monitor the credit worthiness of customers, the large number of customers in our customer base, and their dispersion across different end markets and geographic areas. Receivables are generally evaluated at a portfolio level based on these characteristics. As receivables are generally unsecured, we maintain an allowance for credit losses using a forward-looking approach based on historical losses and consideration of current and expected future economic conditions. Historically, we have observed that the likelihood of loss increases when receivables have aged beyond 180 days. When a receivable is deemed uncollectible, the write-off is recorded as a reduction to allowance for credit losses. The balance of the allowance for credit losses that are in the scope of ASC 326, Financial Instruments – Credit Losses was $ 10.5 million and $ 9.0 million at December 31, 2021 and 2020, respectively. This balance excludes the general reserve for operating lease receivables that is permitted under ASC 450, Contingencies .
Inventories
Inventories are valued at the lower of cost or net realizable value. Cost is determined principally on the first in first out method. Work in process and finished goods include material, labor, and overhead.
Property, Plant, and Equipment
Property, plant, and equipment are stated at cost and depreciated over their estimated useful lives using the straight-line method. The costs of ordinary maintenance and repair are charged to operating costs. The estimated useful lives are as follows:
Buildings and improvements 3 – 30 years
Leasehold improvements Generally over the term of the lease
Machinery and equipment 2 – 10 years
Information systems hardware and software 2 – 5 years
Railcars in our lease fleet Generally 35 – 40 years
In early 2020, we finalized an assessment of the estimated useful lives and salvage value assumptions for the railcars in our lease fleet. Based upon analysis of historical fleet data, review of industry standards, and consideration of certain economic factors by railcar type, we determined that it was appropriate to revise the useful lives and salvage values of certain railcar types in our lease fleet. The net impact of these changes, which took effect January 1, 2020, resulted in a change in the weighted average useful life from approximately 34 years to approximately 37 years. This change was accounted for as a change in accounting estimate, which is required to be accounted for on a prospective basis. For the years ended December 31, 2021 and 2020, this change in estimate resulted in a decrease in depreciation expense and a corresponding increase in income from continuing operations of approximately $ 30.8 million, as well as an increase in net income of approximately $ 23.7 million. Further, earnings per share increased $ 0.23 and $ 0.20 per share for the years ended December 31, 2021 and 2020, respectively. See Note 11 for further information regarding impairment of long-lived assets related to our small cube covered hopper railcars recorded in the year ended December 31, 2020.
Impairment of Long-lived Assets
We periodically evaluate the carrying value of long-lived assets for potential impairment. The carrying value of long-lived assets is considered impaired when their carrying value is not recoverable through undiscounted future cash flows and the fair value of the assets is less than their carrying value. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risks involved or market quotes as available. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced by the estimated cost to dispose of the assets. During the year ended December 31, 2020, we recorded impairments of long-lived assets totaling $ 396.4 million, which included $ 369.4 million related to our small cube covered hopper railcars, $ 15.2 million related to the planned divestiture of certain non-strategic maintenance facilities, and $ 11.8 million related to investments in certain emerging technologies. See Note 11 for more information, including a description of the key assumptions and other significant management judgments utilized in these impairment analyses. Based on our evaluations, no impairment charges were determined to be necessary on assets held and used as of December 31, 2021.
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Assets Held for Sale
We classify our facilities as assets held for sale at the time management commits to a plan to sell the facility, and the sale is expected to be completed within one year. Assets held for sale are recorded at fair value, less any costs to sell, and are no longer subject to depreciation. As of December 31, 2021 and 2020, assets held for sale totaling $ 6.2 million and $ 32.9 million, respectively, are included in the other assets line of our Consolidated Balance Sheets. During the fourth quarter of 2021, we sold our prior corporate headquarters facility, which was previously classified as held for sale as of December 31, 2020.
Acquisitions
In January 2021, we completed the acquisition of a company that owns and operates proprietary railcar cleaning technology systems. This transaction was recorded as a business combination within the Rail Products Group, based on valuations of the acquired assets and liabilities at their acquisition date fair value using Level 3 inputs. The acquisition did not have a significant impact on our Consolidated Financial Statements. This transaction resulted in goodwill of $ 7.0 million and intellectual property of $ 11.3 million, which will be amortized over fifteen years. There was no acquisition activity for the year ended December 31, 2020.
Goodwill and Intangible Assets
Goodwill is required to be tested for impairment at least annually, or on an interim basis if events or circumstances change indicating that the carrying amount of the goodwill might be impaired. We have the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment assessment. If, after assessing the totality of events and circumstances, we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company will perform the quantitative impairment test. We can also elect to forgo the qualitative assessment and perform the quantitative test. The quantitative goodwill impairment test compares the reporting unit's estimated fair value with the carrying amount of its net assets. An impairment is recognized if the reporting unit's recorded net assets exceed its fair value. Impairment is assessed at the reporting unit level by applying a fair value-based test for each unit with recorded goodwill. The estimates and judgments that most significantly affect the fair value calculations are assumptions, consisting of level three inputs, related to revenue and operating profit results, discount rates, terminal growth rates and exit multiples. As of December 31, 2021 and 2020, our annual impairment test of goodwill was completed at the reporting unit level, and no impairment charges were determined to be necessary.
Goodwill by segment is as follows:
December 31, 2021 December 31, 2020
(in millions)
Railcar Leasing and Management Services Group $ 1.8 $ 1.8
Rail Products Group 152.4 145.4
$ 154.2 $ 147.2
The net book value of intangible assets totaled $ 28.1 million and $ 8.9 million as of December 31, 2021 and 2020, respectively, which are finite-lived intangible assets amortized over their estimated useful lives ranging from one year to fifteen years . Based on our evaluations of intangible assets, no impairment charges were determined to be necessary as of December 31, 2021 and 2020.
Restricted Cash
Restricted cash consists of cash and cash equivalents held either as collateral for our non-recourse debt and lease obligations or as security for the performance of certain product sales agreements. As such, they are restricted in use.
Investments in Affiliates
We continuously evaluate our investments and other contractual arrangements with third party entities to determine if our variable interests are considered a variable interest entity ("VIE"). Consolidation is required for VIEs in which we are the primary beneficiary. We have determined that we are the primary beneficiary for TRIP Holdings and RIV 2013. At December 31, 2021, the carrying value of our investment in TRIP Holdings and RIV 2013 totaled $ 141.4 million. See Note 5 for further information regarding our partially-owned leasing subsidiaries.
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Other Investments
In August 2021, the Company and Wafra, Inc. announced a new railcar investment vehicle ("RIV") program between Trinity and certain funds managed by Wafra, Inc. ("Wafra Funds"). The joint venture created as part of this program, known as Signal Rail Holdings LLC ("Signal Rail"), is owned 90 % by Wafra Funds and 10 % by our wholly-owned subsidiary, Trinity Industries Leasing Company ("TILC"). Upon consideration under the VIE model, Trinity has concluded that Signal Rail meets the definition of a VIE; however, Trinity is not the primary beneficiary and therefore does not consolidate this entity as we do not have the power to direct the activities of the entity that most significantly impact its economic performance. Our investment in Signal Rail is being accounted for under the equity method of accounting. At December 31, 2021, the carrying value of TILC’s equity investment in Signal Rail was $ 6.3 million, which is included in other assets in our Consolidated Balance Sheet.
We hold certain other investments for which we do not have a controlling financial interest but have a significant influence over the financial and operating policies. The carrying values of our equity method investments totaled approximately $ 4.4 million and $ 4.0 million as of December 31, 2021 and 2020, respectively.
Insurance
We are effectively self-insured for workers' compensation and employee health care claims. A third party administrator is used to process claims. We accrue our workers' compensation and group medical liabilities based upon independent actuarial studies. These liabilities are calculated based upon loss development factors, which contemplate a number of variables, including claims history and expected trends.
Warranties
We provide various express, limited product warranties that generally range from one year to five years depending on the product. The warranty costs are estimated using a two-step approach. First, an engineering estimate is made for the cost of all claims that have been asserted by customers. Second, based on historical claims experience, a cost is accrued for all products still within a warranty period for which no claims have been filed. We provide for the estimated cost of product warranties at the time revenue is recognized related to products covered by warranties and assess the adequacy of the resulting reserves on a quarterly basis. The changes in the accruals for warranties for the years ended December 31, 2021, 2020, and 2019 are as follows:
Year Ended December 31,
2021 2020 2019
(in millions)
Beginning balance $ 11.3 $ 7.5 $ 6.8
Warranty costs incurred ( 7.4 ) ( 2.0 ) ( 3.4 )
Warranty originations and revisions 0.1 6.0 4.1
Warranty expirations ( 0.9 ) ( 0.2 ) —
Ending balance $ 3.1 $ 11.3 $ 7.5
Foreign Currency Transactions
The functional currency of our Mexico operations is the United States dollar. Certain transactions in Mexico occur in currencies other than the United States dollar. The impact of foreign currency fluctuations on these transactions is recorded in other, net (income) expense in our Consolidated Statement of Operations.
Other Comprehensive Income (Loss)
Other comprehensive net income (loss) consists of foreign currency translation adjustments, unrealized gains and losses on our derivative financial instruments, and the net actuarial gains and losses of our defined benefit plans, the sum of which, together with net income (loss), constitutes comprehensive income (loss). See Note 12. All components are shown net of tax.
Management's Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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Note 2. Discontinued Operations
Sale of Highway Products Business
In the fourth quarter of 2021, we completed the sale of our highway products business, THP. The sale closed on December 31, 2021, and we received net proceeds of approximately $ 364.7 million, after certain adjustments and closing costs. Substantially all of the proceeds from the sale were used to return capital to stockholders. We recorded a gain of $ 183.3 million ($ 131.4 million, net of income taxes), which is net of related transaction costs of approximately $ 14.7 million. These transaction costs primarily relate to investment banking fees and professional fees associated with various legal, accounting, and tax matters related to the sale.
We concluded that the sale of THP represented a strategic shift that would have a major effect on the Company’s operations and financial results. Accordingly, we have presented the operating results and cash flows of THP as discontinued operations for all periods in this 2021 Annual Report on Form 10-K.
In connection with the sale, Trinity and Rush Hour entered into various agreements to effect the distribution and provide a framework for their relationship after the separation, including a purchase and sale agreement, a transition services agreement, and a lease agreement. These agreements have various durations ranging between one and eighteen months. We have determined that the continuing cash flows generated by these agreements do not constitute significant continuing involvement in the operations of THP. The amount billed for transition services provided under the above agreements is not expected to be material to our results of operations. Additionally, in connection with the sale of THP, the Company has agreed to indemnify Rush Hour for certain liabilities related to the highway products business, including certain liabilities resulting from or arising out of the ET-Plus® System, a highway guardrail end-terminal system (the “ET Plus”). Consequently, results from discontinued operations below include certain legal expenses that were directly attributable to the highway products business, which were previously reported in continuing operations. In the table below, selling, engineering, and administrative expenses for the year ended December 31, 2021 include a pre-tax $ 23.9 million litigation charge recorded for the Missouri class action based on the Company's assessment that a settlement is probable. Similar expenses incurred in the future related to these retained obligations will likewise be reported in discontinued operations. See Note 15 for further information regarding obligations retained in connection with the THP sale.
The following is a summary of THP's operating results included in income from discontinued operations for the years ended December 31, 2021, 2020, and 2019:
Year Ended December 31,
2021 2020 2019
(in millions)
Revenues $ 296.5 $ 249.7 $ 252.7
Cost of revenues 216.6 178.7 181.6
Selling, engineering, and administrative expenses 65.3 41.2 51.5
Restructuring activities — 0.1 0.1
Other income — ( 0.3 ) —
Income from discontinued operations before income taxes 14.6 30.0 19.5
Provision for income taxes 2.7 5.6 2.7
Income from discontinued operations, net of income taxes $ 11.9 $ 24.4 $ 16.8
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The following is a summary of THP's assets and liabilities attributable to discontinued operations, which were included in our Consolidated Balance Sheet as of December 31, 2020:
December 31,
2020
(in millions)
Assets:
Receivables, net of allowance $ 34.6
Inventories 36.0
Property, plant, and equipment, net 34.6
Goodwill 61.6
Other assets 11.7
Total assets, discontinued operations $ 178.5
Liabilities:
Accounts payable $ 10.3
Accrued liabilities 4.7
Other liabilities 3.5
Total liabilities, discontinued operations $ 18.5
Spin-off of Arcosa
In November 2018, we completed the spin-off of Arcosa, Inc ("Arcosa"). Upon completion of the spin-off transaction, the accounting requirements for reporting Arcosa as a discontinued operation were met, and, accordingly, Arcosa's historical results have been presented as discontinued operations for the periods presented herein. The following is a summary of Arcosa's operating results included in income from discontinued operations for the years ended December 31, 2021, 2020, and 2019:
Year Ended December 31,
2021 2020 2019
(in millions)
Revenues $ — $ — $ —
Cost of revenues — — —
Selling, engineering, and administrative expenses — 0.2 4.1
Other (income) expense — — —
Loss from discontinued operations before income taxes — ( 0.2 ) ( 4.1 )
Provision (benefit) for income taxes 0.8 ( 0.1 ) ( 1.0 )
Loss from discontinued operations, net of income taxes $ ( 0.8 ) $ ( 0.1 ) $ ( 3.1 )
Note 3. Derivative Instruments and Fair Value Measurements
Derivative Instruments
We use derivative instruments to mitigate the impact of changes in interest rates, both in anticipation of future debt issuances and to offset interest rate variability of certain floating rate debt issuances outstanding. We also use derivative instruments to mitigate the impact of changes in foreign currency exchange rates. Derivative instruments that are designated and qualify as cash flow hedges are accounted for by recording the effective portion of the gain or loss on the derivative instrument in accumulated other comprehensive loss ("AOCL") as a separate component of stockholders' equity. These accumulated gains or losses are reclassified into earnings in the periods during which the hedged transactions affect earnings. We continuously monitor our derivative positions and the credit ratings of our counterparties and do not anticipate losses due to non-performance. See Note 8 for a description of our debt instruments.
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Interest Rate Hedges
Included in accompanying balance sheet
at December 31, 2021
AOCL – loss/(income)
Notional
Amount Interest
Rate (1)
Asset/(Liability) Controlling Interest Noncontrolling
Interest
(in millions, except %)
Expired hedges:
2018 secured railcar equipment notes $ 249.3 4.41 % $ — $ 0.6 $ —
TRIP Holdings warehouse loan $ 788.5 3.60 % $ — $ 0.6 $ 0.7
2017 promissory notes – interest rate cap
$ 169.3 3.00 % $ — $ ( 0.4 ) $ —
Open hedge:
2017 promissory notes – interest rate swap $ 461.3 2.66 % $ ( 21.0 ) $ 20.5 $ —
(1) Weighted average fixed interest rate, except for the interest rate cap on the 2017 promissory notes.
Effect on interest expense – increase/(decrease)
Year Ended December 31, Expected effect during next twelve months
2021 2020 2019
(in millions)
Expired hedges:
2006 secured railcar equipment notes $ — $ ( 0.1 ) $ ( 0.2 ) $ —
2018 secured railcar equipment notes
$ 0.2 $ 0.2 $ 0.2 $ 0.2
TRIP Holdings warehouse loan $ 1.8 $ 2.0 $ 2.0 $ 1.2
TRIP Master Funding secured railcar equipment notes
$ 0.1 $ 0.2 $ 0.2 $ —
2017 promissory notes – interest rate cap
$ ( 0.1 ) $ ( 0.1 ) $ ( 0.1 ) $ ( 0.1 )
Open hedge (1) :
2017 promissory notes – interest rate swap
$ 12.3 $ 11.0 $ 3.1 $ 12.3
(1) Based on the fair value of open hedges as of December 31, 2021 .
Foreign Currency Hedge
Our exposure related to foreign currency transactions is currently hedged for up to a maximum of twelve months. Information related to our foreign currency hedge is as follows:
Included in
accompanying balance sheet at December 31, 2021
Effect on cost of revenues – increase/(decrease)
Notional
Amount Asset/(Liability) AOCL –
loss/(income) Year Ended December 31, Expected effect during next twelve months (1)
2021 2020 2019
(in millions)
$ 37.5 $ ( 0.1 ) $ 0.4 $ ( 7.7 ) $ 3.2 $ 0.1 $ 0.4
(1) Based on the fair value of open hedges as of December 31, 2021.
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Fair Value Measurements
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 three levels of inputs that may be used to measure fair value are listed below.
Level 1 – This level is defined as quoted prices in active markets for identical assets or liabilities. Our cash equivalents and restricted cash are instruments of the U.S. Treasury or highly-rated money market mutual funds. The assets measured as Level 1 in the fair value hierarchy are summarized below:
Level 1
December 31, 2021 December 31, 2020
(in millions)
Assets:
Cash equivalents $ 11.4 $ 24.2
Restricted cash 135.1 96.4
Total assets $ 146.5 $ 120.6
Level 2 – This level is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Interest rate hedges are valued at exit prices obtained from each counterparty. Foreign currency hedges are valued at exit prices obtained from each counterparty, which are based on currency spot and forward rates and forward points. The assets and liabilities measured as Level 2 in the fair value hierarchy are summarized below:
Level 2
December 31, 2021 December 31, 2020
(in millions)
Assets:
Foreign currency hedge (1)
$ — $ 4.8
Total assets $ — $ 4.8
Liabilities:
Interest rate hedge (2)
$ 21.0 $ 45.2
Foreign currency hedge (2)
0.1 —
Total liabilities $ 21.1 $ 45.2
(1) Included in other assets in our Consolidated Balance Sheets.
(2) Included in accrued liabilities in our Consolidated Balance Sheets.
Level 3 – This level is defined as unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As of December 31, 2021 and 2020, we have no assets measured as Level 3 in the fair value hierarchy.
See Note 11 for more information regarding the non-recurring fair value measurement considerations during the year ended December 31, 2020 for the impairment charge related to our small cube covered hopper railcars. See Note 8 for the estimated fair values of our debt instruments. The fair values of all other financial instruments are estimated to approximate carrying value.
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Note 4. Segment Information
We report our operating results in two reportable segments: (1) the Railcar Leasing and Management Services Group, which owns and operates a fleet of railcars and provides third-party fleet leasing, management, and administrative services; and (2) the Rail Products Group, which manufactures and sells railcars and related parts and components, and provides railcar maintenance and modification services. Following the sale of THP, which was previously reported within All Other, we have combined the results of the prior Corporate and All Other groupings into a single Corporate and other grouping. The remaining activity previously reported in All Other primarily includes legal, environmental, and maintenance costs associated with non-operating facilities. Results of prior periods have been recast to reflect these changes and present results on a comparable basis.
Gains and losses from the sale of property, plant, and equipment are included in the operating profit of each respective segment. Our Chief Operating Decision Maker ("CODM") regularly reviews the operating results of our reportable segments in order to assess performance and allocate resources. Our CODM does not consider impairment of long-lived assets or restructuring activities when evaluating segment operating results; therefore, impairment of long-lived assets and restructuring activities are not allocated to segment profit or loss.
Sales and related net profits ("deferred profit") from the Rail Products Group to the Leasing Group are recorded in the Rail Products Group and eliminated in consolidation and are reflected in "Eliminations – Lease Subsidiary" in the tables below. Sales between these groups are recorded at prices comparable to those charged to external customers, taking into consideration quantity, features, and production demand. Amortization of deferred profit on railcars sold to the Leasing Group is included in the operating profit of the Leasing Group, resulting in the recognition of depreciation expense based on our original manufacturing cost of the railcars. Lease portfolio sales are included in the Leasing Group, with related gains and losses computed based on the net book value of the original manufacturing cost of the railcars.
The financial information for these segments is shown in the tables below (in millions).
Year Ended December 31, 2021
Railcar Leasing and Management Services Group Rail Products Group Corporate and other Eliminations – Lease Subsidiary
Eliminations – Other
Consolidated Total
External revenue $ 734.6 $ 781.4 $ — $ — $ — $ 1,516.0
Intersegment revenue 0.7 483.4 — ( 478.5 ) ( 5.6 ) —
Total revenues $ 735.3 $ 1,264.8 $ — $ ( 478.5 ) $ ( 5.6 ) $ 1,516.0
Depreciation & amortization $ 226.0 $ 33.6 $ 6.1 $ — $ — $ 265.7
Capital expenditures $ 547.2 $ 21.3 $ 2.3 $ — $ — $ 570.8
Year Ended December 31, 2020
Railcar Leasing and Management Services Group Rail Products Group Corporate and other Eliminations – Lease Subsidiary
Eliminations – Other
Consolidated Total
External revenue $ 801.5 $ 948.2 $ — $ — $ — $ 1,749.7
Intersegment revenue 0.8 661.3 — ( 652.9 ) ( 9.2 ) —
Total revenues $ 802.3 $ 1,609.5 $ — $ ( 652.9 ) $ ( 9.2 ) $ 1,749.7
Depreciation & amortization $ 214.7 $ 35.1 $ 8.7 $ — $ — $ 258.5
Capital expenditures $ 602.2 $ 78.5 $ 17.4 $ — $ — $ 698.1
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Year Ended December 31, 2019
Railcar Leasing and Management Services Group Rail Products Group Corporate and other Eliminations – Lease Subsidiary
Eliminations – Other
Consolidated Total
External revenue $ 1,116.3 $ 1,635.3 $ 0.8 $ — $ — $ 2,752.4
Intersegment revenue 0.9 1,339.5 0.4 ( 1,331.1 ) ( 9.7 ) —
Total revenues $ 1,117.2 $ 2,974.8 $ 1.2 $ ( 1,331.1 ) $ ( 9.7 ) $ 2,752.4
Depreciation & amortization $ 232.2 $ 34.1 $ 10.2 $ — $ — $ 276.5
Capital expenditures $ 1,122.2 $ 85.6 $ 2.4 $ — $ — $ 1,210.2
The reconciliation of segment operating profit (loss) to consolidated net income (loss) is as follows:
Year Ended December 31,
2021 2020 2019
(in millions)
Operating profit (loss):
Railcar Leasing and Management Services Group $ 350.9 $ 353.7 $ 406.6
Rail Products Group 4.7 36.3 277.6
Segment Totals 355.6 390.0 684.2
Corporate and other ( 84.1 ) ( 99.7 ) ( 107.7 )
Impairment of long-lived assets — ( 396.4 ) —
Restructuring activities, net 3.7 ( 10.9 ) ( 14.6 )
Eliminations – Lease Subsidiary ( 17.2 ) ( 35.2 ) ( 164.7 )
Eliminations – Other ( 1.2 ) ( 2.4 ) ( 0.4 )
Consolidated operating profit (loss) $ 256.8 $ ( 154.6 ) $ 396.8
Other (income) expense 201.6 370.0 215.6
Provision (benefit) for income taxes 15.9 ( 274.1 ) 58.8
Income from discontinued operations, net of income taxes 11.1 24.3 13.7
Gain on sale of discontinued operations, net of income taxes 131.4 — —
Net income (loss) $ 181.8 $ ( 226.2 ) $ 136.1
Total assets for these segments is shown in the table below.
December 31, 2021 December 31, 2020
(in millions)
Railcar Leasing and Management Services Group $ 7,585.4 $ 7,652.1
Rail Products Group 1,064.4 858.6
Segment Totals 8,649.8 8,510.7
Corporate and other 365.2 832.9
Assets of discontinued operations — 178.5
Eliminations – Lease Subsidiary ( 779.1 ) ( 820.3 )
Total assets $ 8,235.9 $ 8,701.8
Corporate and other assets are composed of cash and cash equivalents, short-term marketable securities, income tax receivable, notes receivable, certain property, plant, and equipment, and other assets.
We operate principally in North America. Our foreign operations are primarily located in Mexico. Revenues and operating profit for our Mexico operations for the years ended December 31, 2021, 2020, and 2019 were not significant in relation to the Consolidated Financial Statements. Total assets for our Mexico operations as of December 31, 2021 and 2020 are $ 414.8 million and $ 267.0 million, respectively. Total long-lived assets for our Mexico operations as of December 31, 2021 and 2020 are $ 102.0 million and $ 111.9 million, respectively.
One customer in the Rail Products Group comprised approximately 22 %, 16 %, and 11 % of our consolidated revenues during the years ended December 31, 2021, 2020, and 2019, respectively.
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Note 5. Partially-Owned Leasing Subsidiaries
Through our wholly-owned subsidiary, TILC, we formed two subsidiaries, TRIP Holdings and RIV 2013, for the purpose of providing railcar leasing services in North America for institutional investors. Each of TRIP Holdings and RIV 2013 are direct, partially-owned subsidiaries of TILC in which we have a controlling interest. Each is governed by a seven -member board of representatives, two of whom are designated by TILC. TILC is the agent of each of TRIP Holdings and RIV 2013 and, as such, has been delegated the authority, power, and discretion to take certain actions on behalf of the respective companies.
At December 31, 2021, the carrying value of our investment in TRIP Holdings and RIV 2013 totaled $ 141.4 million. Our weighted average ownership interest in TRIP Holdings and RIV 2013 is 38 % while the remaining 62 % weighted average interest is owned by third-party, investor-owned funds. The investment in our partially-owned leasing subsidiaries is eliminated in consolidation.
Each of TRIP Holdings and RIV 2013 has wholly-owned subsidiaries that are the owners of railcars acquired from our Rail Products and Leasing Groups. TRIP Holdings has wholly-owned subsidiaries known as Triumph Rail LLC ("Triumph Rail"), formerly known as TRIP Master Funding LLC ("TRIP Master Funding”), and TRIP Railcar Co. LLC ("TRIP Railcar Co."). RIV 2013 has a wholly owned-subsidiary known as TRP 2021 LLC ("TRP-2021"), formerly known as Trinity Rail Leasing 2012 LLC (“TRL-2012”). TILC is the contractual servicer for Triumph Rail, TRIP Railcar Co., and TRP-2021, with the authority to manage and service each entity's owned railcars. Our controlling interest in each of TRIP Holdings and RIV 2013 results from our combined role as both equity member and agent/servicer. The noncontrolling interest included in the accompanying Consolidated Balance Sheets represents the non-Trinity equity interest in these partially-owned subsidiaries.
Trinity has no obligation to guarantee performance under any of our partially-owned subsidiaries' (or their respective subsidiaries') debt agreements, guarantee any railcar residual values, shield any parties from losses or guarantee minimum yields.
The assets of each of Triumph Rail, TRIP Railcar Co., and TRP-2021 may only be used to satisfy the particular subsidiary's liabilities, and the creditors of each of Triumph Rail, TRIP Railcar Co., and TRP-2021 have recourse only to the particular subsidiary's assets. Each of TILC and the third-party equity investors receive distributions from TRIP Holdings and RIV 2013, when available, in proportion to its respective equity interests, and has an interest in the net assets of the partially-owned subsidiaries upon a liquidation event in the same proportion. TILC is paid fees for the services it provides to Triumph Rail, TRIP Railcar Co., and TRP-2021 and has the potential to earn certain incentive fees. There are no remaining equity commitments with respect to TRIP Holdings or RIV 2013.
See Note 8 regarding TRIP Holdings and RIV 2013, including the redemption and refinancing of the debt of their respective subsidiaries.
Investment in Unconsolidated Affiliate
In August 2021, the Company and Wafra announced a new RIV program between Trinity and Wafra Funds. As part of this program, a joint venture was formed, Signal Rail, which is owned 90 % by Wafra Funds and 10 % by TILC. Signal Rail or its subsidiaries are expected to invest in diversified portfolios of leased railcars originated by TILC targeting up to $ 1 billion in total acquisitions over an expected three-year investment period. TILC will service all railcars owned by Signal Rail.
In connection with the launch of the RIV program, in August 2021, TILC and certain of its subsidiaries sold an initial portfolio of 3,582 railcars and related leases to Signal Rail for an aggregate sales price of approximately $ 325.1 million. As a result of the sale, TILC received approximately $ 318.7 million in cash, of which $ 2.9 million was recognized as revenue for services performed associated with the delivery of railcars with attached leases. Additionally, in connection with the sale, TILC received a 10 % equity interest in Signal Rail valued at $ 6.4 million, which was primarily received in exchange for its contribution of railcars to Signal Rail. TILC recognized a gain of approximately $ 32.9 million on the initial portfolio sale during the year ended December 31, 2021 and will earn on-going fee revenue from servicing these railcars. Signal Rail financed this purchase primarily through an asset-backed securitization. In the event of future railcar portfolio sales, we expect that Signal Rail would issue additional debt, and Wafra Funds and TILC would make additional equity contributions to Signal Rail such that TILC would maintain its 10 % equity interest.
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Upon consideration under the VIE model of ASC 810, Trinity has concluded that Signal Rail meets the definition of a VIE. TILC has variable interests in Signal Rail arising from its 10 % equity ownership position and its role as a service provider. We have evaluated the potential for consolidation using the variable interest model and have determined that Trinity is not the primary beneficary and therefore does not consolidate this entity as we do not have the power to direct the activities of the entity that most significantly impact its economic performance. We will absorb portions of Signal Rail’s expected losses and/or receive portions of expected residual returns commensurate with our 10 % equity interest in Signal Rail.
Our investment in Signal Rail is being accounted for under the equity method of accounting. At December 31, 2021, the carrying value of TILC’s equity investment in Signal Rail was $ 6.3 million, which is included in other assets in our Consolidated Balance Sheet. The carrying value of this investment, together with any potential future investments described above, collectively represent our maximum exposure in Signal Rail.
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Note 6. Railcar Leasing and Management Services Group
The Railcar Leasing and Management Services Group owns and operates a fleet of railcars as well as provides third-party fleet leasing, management, and administrative services. Selected consolidated financial information for the Leasing Group is as follows:
December 31, 2021
Wholly-
Owned
Subsidiaries Partially-Owned Subsidiaries Total Leasing Group Eliminations – Lease Subsidiary (1)
Adjusted Total Leasing Group
(in millions)
Cash and cash equivalents $ 3.4 $ — $ 3.4 $ — $ 3.4
Accounts receivable 90.7 10.1 100.8 — 100.8
Property, plant, and equipment, net 5,706.1 1,570.6 7,276.7 ( 779.1 ) 6,497.6
Restricted cash 76.5 58.6 135.1 — 135.1
Other assets 67.3 2.1 69.4 — 69.4
Total assets $ 5,944.0 $ 1,641.4 $ 7,585.4 $ ( 779.1 ) $ 6,806.3
Accounts payable and accrued liabilities $ 113.4 $ 30.1 $ 143.5 $ — $ 143.5
Debt, net 3,555.8 1,216.1 4,771.9 — 4,771.9
Deferred income taxes 1,114.2 1.1 1,115.3 ( 176.6 ) 938.7
Other liabilities 35.6 — 35.6 — 35.6
Total liabilities 4,819.0 1,247.3 6,066.3 ( 176.6 ) 5,889.7
Noncontrolling interest — 267.0 267.0 — 267.0
Total Equity $ 1,125.0 $ 127.1 $ 1,252.1 $ ( 602.5 ) $ 649.6
December 31, 2020
Wholly-
Owned
Subsidiaries Partially-Owned Subsidiaries Total Leasing Group Eliminations – Lease Subsidiary (1)
Adjusted Total Leasing Group
(in millions)
Cash and cash equivalents $ 3.5 $ — $ 3.5 $ — $ 3.5
Accounts receivable 82.0 8.4 90.4 — 90.4
Property, plant, and equipment, net (2)
5,795.9 1,626.3 7,422.2 ( 820.3 ) 6,601.9
Restricted cash 65.2 31.1 96.3 — 96.3
Other assets 38.1 1.6 39.7 — 39.7
Total assets $ 5,984.7 $ 1,667.4 $ 7,652.1 $ ( 820.3 ) $ 6,831.8
Accounts payable and accrued liabilities $ 141.4 $ 30.9 $ 172.3 $ — $ 172.3
Debt, net 3,340.5 1,228.3 4,568.8 — 4,568.8
Deferred income taxes 1,062.3 1.1 1,063.4 ( 186.2 ) 877.2
Other liabilities 25.7 — 25.7 — 25.7
Total liabilities 4,569.9 1,260.3 5,830.2 ( 186.2 ) 5,644.0
Noncontrolling interest — 277.2 277.2 — 277.2
Total Equity $ 1,414.8 $ 129.9 $ 1,544.7 $ ( 634.1 ) $ 910.6
(1) Net deferred profit on railcars sold to the Leasing Group consists of intersegment profit that is eliminated in consolidation. Net deferred profit and the related deferred tax impact are included as adjustments to the property, plant, and equipment, net and deferred income taxes line items, respectively, in the Eliminations – Lease Subsidiary column above to reflect the net book value of the railcars purchased by the Leasing Group from the Rail Products Group based on manufacturing cost. See Note 5 and Note 8 for a further discussion regarding our investment in our partially-owned leasing subsidiaries and the related indebtedness.
(2) See Note 11 for further information regarding impairment of long-lived assets recorded in the year ended December 31, 2020.
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Year Ended December 31, Percent Change
2021 2020 2019 2021 versus 2020
2020 versus 2019
($ in millions)
Revenues:
Leasing and management $ 735.3 $ 747.9 $ 756.5 ( 1.7 ) % ( 1.1 ) %
Sales of railcars owned one year or less at the time of sale (1)(2)
— 54.4 360.7 * ( 84.9 ) %
Total revenues $ 735.3 $ 802.3 $ 1,117.2 ( 8.4 ) % ( 28.2 ) %
Operating profit (3) :
Leasing and management $ 296.8 $ 336.0 $ 314.7 ( 11.7 ) % 6.8 %
Lease portfolio sales (1)
54.1 17.7 91.9 205.6 % ( 80.7 ) %
Total operating profit $ 350.9 $ 353.7 $ 406.6 ( 0.8 ) % ( 13.0 ) %
Total operating profit margin 47.7 % 44.1 % 36.4 %
Leasing and management operating profit margin
40.4 % 44.9 % 41.6 %
Selected expense information:
Depreciation (4)(5)
$ 226.0 $ 214.7 $ 232.2 5.3 % ( 7.5 ) %
Maintenance and compliance $ 95.0 $ 88.1 $ 102.1 7.8 % ( 13.7 ) %
Rent and ad valorem taxes $ 18.4 $ 21.1 $ 28.5 ( 12.8 ) % ( 26.0 ) %
Selling, engineering, and administrative expenses
$ 50.6 $ 51.3 $ 49.5 ( 1.4 ) % 3.6 %
Interest (6)
$ 181.6 $ 196.2 $ 197.2 ( 7.4 ) % ( 0.5 ) %
* Not meaningful
(1) Beginning in the fourth quarter of 2020, we made a prospective change in the presentation of sales of railcars from the lease fleet. Therefore, all railcar sales for the year ended December 31, 2021 are presented as a net gain or loss from the disposal of a long-term asset regardless of the age of railcar that is sold. See Note 1 for more information.
(2) Includes revenues associated with sales-type leases of $ 160.5 million for the year ended December 31, 2019.
(3) Operating profit includes: depreciation; fleet operating costs, which include maintenance, compliance, freight, and storage; rent and ad valorem taxes; and selling, engineering, and administrative expenses. Amortization of deferred profit on railcars sold from the Rail Products Group to the Leasing Group is included in the operating profits of the Leasing Group, resulting in the recognition of depreciation expense based on our original manufacturing cost of the railcars. Interest expense is not a component of operating profit and includes the effect of hedges.
(4) In connection with our sustainable railcar conversion program, depreciation expense increased $ 8.8 million for the year ended December 31, 2021, as a result of the disposal of certain railcar components. Additionally, depreciation expense related to our small cube covered hopper railcars decreased by approximately $ 7.0 million for the years ended December 31, 2021 and 2020 as a result of the impairment charge recorded in the second quarter of 2020 related to these railcars.
(5) Effective January 1, 2020, we revised the estimated useful lives and salvage values of certain railcar types in our lease fleet. This change in estimate resulted in a decrease in depreciation expense of approximately $ 30.8 million in the years ended December 31, 2021 and 2020. See Note 1 for further information.
(6) Interest expense for the year ended December 31, 2021 includes $ 11.7 million of loss on extinguishment of debt associated with the refinancing of our partially-owned subsidiaries' debt. See Note 8 for more information. Interest expense for the year ended December 31, 2020 includes $ 5.0 million of loss on extinguishment of debt associated with the early redemption of debt.
Information related to lease portfolio sales is as follows:
Year Ended December 31,
2021 2020 2019
(in millions)
Lease portfolio sales (1)
$ 460.7 $ 193.1 $ 566.4
Operating profit on lease portfolio sales $ 54.1 $ 17.7 $ 91.9
Operating profit margin on lease portfolio sales 11.7 % 9.2 % 16.2 %
(1) Includes revenues associated with sales-type leases of $ 160.5 million for the year ended December 31, 2019.
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Railcar Leasing Equipment Portfolio. The Leasing Group's equipment consists primarily of railcars leased by third parties. The Leasing Group purchases equipment manufactured predominantly by the Rail Products Group and enters into lease contracts with third parties with terms generally ranging between one year and ten years . The Leasing Group primarily enters into operating leases. Future contractual minimum rental revenues on operating leases related to our wholly-owned and partially-owned subsidiaries are as follows:
2022 2023 2024 2025 2026 Thereafter Total
(in millions)
Future contractual minimum rental revenues $ 540.2 $ 407.6 $ 305.3 $ 218.5 $ 139.2 $ 260.1 $ 1,870.9
Debt. Wholly-owned subsidiaries. The Leasing Group’s debt at December 31, 2021 consisted primarily of non-recourse debt. As of December 31, 2021, Trinity’s wholly-owned subsidiaries included in the Leasing Group held equipment with a net book value of $ 4,818.6 million, which is pledged solely as collateral for Leasing Group debt held by those subsidiaries. The net book value of unpledged equipment at December 31, 2021 was $ 876.4 million. See Note 8 for more information regarding the Leasing Group's debt.
Partially-owned subsidiaries. Debt owed by TRIP Holdings and RIV 2013 and their respective subsidiaries is nonrecourse to Trinity and TILC. Creditors of each of TRIP Holdings and RIV 2013 and their respective subsidiaries have recourse only to the particular subsidiary's assets. TRIP Holdings held equipment with a net book value of $ 1,110.7 million, which is pledged as collateral for the TRIP Holdings' debt held by its subsidiaries. TRP-2021 equipment with a net book value of $ 459.9 million is pledged solely as collateral for the TRP-2021 debt. See Note 5 for a description of TRIP Holdings and RIV 2013 and their respective subsidiaries.
Operating Lease Obligations. Future amounts due as well as future contractual minimum rental revenues related to the Leasing Group's railcar operating lease obligations are as follows:
2022 2023 2024 2025 2026 Thereafter Total
(in millions)
Future operating lease obligations
$ 10.5 $ 8.8 $ 5.3 $ 3.5 $ 3.2 $ 4.0 $ 35.3
Future contractual minimum rental revenues
$ 6.3 $ 3.9 $ 2.2 $ 1.4 $ 0.8 $ 0.1 $ 14.7
Operating lease obligations totaling $ 1.7 million are guaranteed by Trinity Industries, Inc. and certain subsidiaries. The Leasing Group also has future amounts due for operating lease obligations related to office space of approximately $ 1.7 million, which is excluded from the table above.
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Note 7. Property, Plant, and Equipment
The following table summarizes the components of property, plant, and equipment:
December 31, 2021 December 31, 2020
(in millions)
Manufacturing/Corporate:
Land $ 17.4 $ 19.6
Buildings and improvements 377.4 393.3
Machinery and other 415.1 418.8
Construction in progress 18.1 41.9
828.0 873.6
Less: accumulated depreciation ( 478.7 ) ( 506.7 )
349.3 366.9
Leasing:
Wholly-owned subsidiaries:
Machinery and other 20.7 19.5
Equipment on lease 7,061.3 7,010.6
7,082.0 7,030.1
Less: accumulated depreciation ( 1,375.9 ) ( 1,234.2 )
5,706.1 5,795.9
Partially-owned subsidiaries:
Equipment on lease 2,242.9 2,248.2
Less: accumulated depreciation ( 672.3 ) ( 621.9 )
1,570.6 1,626.3
Deferred profit on railcars sold to the Leasing Group ( 1,047.3 ) ( 1,064.7 )
Less: accumulated amortization 268.2 244.4
( 779.1 ) ( 820.3 )
$ 6,846.9 $ 6,968.8
We lease certain equipment and facilities under operating leases. See Note 1 for future operating lease obligations on non-Leasing Group leases. See Note 1 and Note 6 for information related to the lease agreements, future operating lease obligations, and future minimum rental revenues associated with the Leasing Group.
We capitalized an insignificant amount of interest expense as part of the construction of facilities and equipment during 2021 and 2020.
We estimate the fair market value of properties no longer in use based on the location and condition of the properties, the fair market value of similar properties in the area, and our experience selling similar properties in the past. As of December 31, 2021, we had non-operating plants with a net book value of $ 6.3 million.
See Note 1 for more information regarding assets classified as held for sale as of December 31, 2021 and 2020.
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Note 8. Debt
The carrying amounts and estimated fair values of our long-term debt are as follows:
December 31, 2021 December 31, 2020
Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value
(in millions)
Corporate – Recourse:
Revolving credit facility $ — $ — $ 50.0 $ 50.0
Senior notes, net of unamortized discount of $ 0.1 and $ 0.2
399.9 420.8 399.8 420.3
399.9 420.8 449.8 470.3
Less: unamortized debt issuance costs ( 1.2 ) ( 1.6 )
Total recourse debt 398.7 448.2
Leasing – Non-recourse:
Wholly-owned subsidiaries:
2009 secured railcar equipment notes 128.5 144.9 142.3 170.0
2010 secured railcar equipment notes 220.6 234.6 235.9 248.5
2017 promissory notes, net of unamortized discount of $ 7.8 and $ 10.1
760.2 760.2 802.7 802.7
2018 secured railcar equipment notes, net of unamortized discount of $ 0.1 and $ 0.2
416.5 423.3 434.7 449.3
2019 secured railcar equipment notes, net of unamortized discount of $ 0.3 and $ 0.3
822.8 847.3 860.5 890.8
2020 secured railcar equipments notes, net of unamortized discount of $ 0.1 and $ 0.1
348.8 349.9 369.0 370.2
2021 secured railcar equipment notes, net of unamortized discount of $ — and $ —
320.3 319.6 — —
TILC warehouse facility 561.8 561.8 519.4 519.4
3,579.5 3,641.6 3,364.5 3,450.9
Less: unamortized debt issuance costs ( 23.7 ) ( 24.0 )
3,555.8 3,340.5
Partially-owned subsidiaries:
TRP-2021 secured railcar equipment notes, net of unamortized discount of $ 0.1 and $ —
352.2 347.7 352.5 373.9
Triumph Rail secured railcar equipment notes, net of unamortized discount of $ 0.2 and $ —
551.3 548.1 885.0 959.7
TRIP Railcar Co. term loan 323.7 323.7 — —
1,227.2 1,219.5 1,237.5 1,333.6
Less: unamortized debt issuance costs ( 11.1 ) ( 9.2 )
1,216.1 1,228.3
Total non–recourse debt 4,771.9 4,568.8
Total debt $ 5,170.6 $ 5,281.9 $ 5,017.0 $ 5,254.8
The estimated fair value of our 4.55 % senior notes due 2024 ("Senior Notes") is based on a quoted market price in a market with little activity (Level 2 input). The estimated fair values of our secured railcar equipment notes are based on our estimate of their fair value using unobservable input values provided by a third party (Level 3 inputs). The respective carrying values of our revolving credit facility, 2017 promissory notes, TILC warehouse facility, and TRIP Railcar Co. term loan approximate fair value because the interest rate adjusts to the market interest rate.
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Revolving Credit Facility – We have a $ 450.0 million unsecured corporate revolving credit facility that matures in November 2023. During the year ended December 31, 2021, we had total borrowings of $ 470.0 million and total repayments of $ 520.0 million under the revolving credit facility. Additionally, we had outstanding letters of credit issued in an aggregate amount of $ 28.3 million. Of the $ 421.7 million remaining unused amount, $ 176.8 million is available for borrowing as of December 31, 2021. The outstanding letters of credit as of December 31, 2021 are scheduled to expire in July 2022. Our letters of credit obligations support our various insurance programs and generally renew by their terms each year. The revolving credit facility bears interest at a variable rate which resulted in an interest rate of LIBOR plus 1.75 %, with a LIBOR floor of 0.30 %, as of December 31, 2021. A commitment fee accrues on the average daily unused portion of the revolving facility at the rate of 0.175 % to 0.40 % ( 0.25 % as of December 31, 2021).
The revolving credit facility requires the maintenance of ratios related to minimum interest coverage for the leasing and manufacturing operations and maximum leverage. In December 2021, we amended our revolving credit facility to increase the maximum leverage ratio through June 30, 2022 to provide additional near-term flexibility. Additionally, in March 2021, we amended our revolving credit facility to decrease the minimum interest coverage ratio through December 31, 2021. As of December 31, 2021, we were in compliance with all such financial covenants. Borrowings under the credit facility are guaranteed by certain of our 100%-owned subsidiaries.
Senior Notes Due 2024 – In September 2014, we issued $ 400.0 million aggregate principal amount of 4.55 % senior notes due October 2024. Interest on the Senior Notes is payable semiannually commencing April 1, 2015. The Senior Notes rank senior to existing and future subordinated debt and rank equal to existing and future senior indebtedness, including our revolving credit facility. The Senior Notes are subordinated to all our existing and future secured debt to the extent of the value of the collateral securing such indebtedness. The Senior Notes contain covenants that limit our ability and/or certain subsidiaries' ability to create or permit to exist certain liens; enter into sale and leaseback transactions; and consolidate, merge, or transfer all or substantially all of our assets. Our Senior Notes are fully and unconditionally and jointly and severally guaranteed by each of Trinity’s domestic subsidiaries that is a guarantor under our revolving credit facility. See "Liquidity and Capital Resources" in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K.
Wholly-owned leasing subsidiaries
TRL VII – In November 2009, Trinity Rail Leasing VII LLC, a Delaware limited liability company (“TRL VII”) and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $ 238.3 million in aggregate principal amount of Secured Railcar Equipment Notes, Series 2009-1 (the “2009 Notes”), of which $ 128.5 million was outstanding as of December 31, 2021. The 2009 Notes were issued pursuant to a Master Indenture, dated November 5, 2009 between TRL VII and Wilmington Trust Company, as indenture trustee. The 2009 Notes bear interest at a fixed rate of 6.66 % per annum, are payable monthly, and have a final maturity date of November 16, 2039. The 2009 Notes are obligations of TRL VII and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL VII.
TRL-2010 – In October 2010, Trinity Rail Leasing 2010 LLC, a Delaware limited liability company ("TRL-2010") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $ 369.2 million in aggregate principal amount of Secured Railcar Equipment Notes, Series 2010-1 (the “TRL-2010 Notes"), of which $ 220.6 million was outstanding as of December 31, 2021. The TRL-2010 Notes were issued pursuant to an Indenture, dated as of October 25, 2010 between TRL-2010 and Wilmington Trust Company, as indenture trustee. The TRL-2010 Notes bear interest at a fixed rate of 5.19 %, are payable monthly, and have a stated final maturity date of October 16, 2040. The TRL-2010 Notes are obligations of TRL-2010 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2010.
TILC Warehouse Loan Facility – TILC has a $ 1.0 billion warehouse loan facility, which was established to finance railcars owned by TILC. In March 2021, the facility was extended through March 15, 2024, the total commitment was increased from $ 750 million to $ 1.0 billion, with a potential increase of up to an additional $ 250 million, subject to certain conditions, and provided for a facility margin of 185 basis points. During the year ended December 31, 2021, we had total borrowings of $ 425.1 million and total repayments of $ 382.7 million under the TILC warehouse loan facility. Under the renewed facility, the entire unused facility amount of $ 438.2 million was available as of December 31, 2021 based on the amount of warehouse-eligible, unpledged equipment. The warehouse loan facility is a non-recourse obligation and is secured by a portfolio of railcars and operating leases, certain cash reserves, and other assets acquired and owned by the warehouse loan facility trust. 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 1.95 % at December 31, 2021.
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TRL-2017 – Trinity Rail Leasing 2017, LLC, a Delaware limited liability company ("TRL-2017") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, previously issued $ 302.4 million of promissory notes (the "Original 2017 Promissory Notes") due May 15, 2024. In November 2018, the Original 2017 Promissory Notes were extended through November 8, 2025 at an increased aggregate amount of $ 663.0 million. In July 2020, TRL-2017 issued an additional $ 225.0 million of promissory notes pursuant to a provision contained in its existing Amended and Restated Loan Agreement dated November 8, 2018 (together with previously-issued promissory notes, the "2017 Promissory Notes"). As of December 31, 2021, $ 768.0 million of the 2017 Promissory Notes was outstanding. The 2017 Promissory Notes bear interest at a rate of LIBOR plus 1.50 %, for an all-in interest rate of 1.63 % as of December 31, 2021, payable monthly. The 2017 Promissory Notes are obligations of TRL-2017 and are non-recourse to Trinity. The 2017 Promissory Notes are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2017.
TRL-2018 – In June 2018, Trinity Rail Leasing 2018, LLC, a Delaware limited liability company ("TRL-2018") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $ 482.5 million in Secured Railcar Equipment Notes (the "TRL-2018 Secured Railcar Equipment Notes"). The TRL-2018 Secured Railcar Equipment Notes consisted of two classes of notes with (i) an aggregate principal amount of $ 200.0 million of TRL-2018's Series 2018-1 Class A-1 Secured Railcar Equipment Notes (the "TRL-2018 Class A-1 Notes"), and (ii) an aggregate principal amount of $ 282.5 million of TRL-2018's Series 2018-1 Class A-2 Secured Railcar Equipment Notes (the “TRL-2018 Class A-2 Notes”). The TRL-2018 Secured Railcar Equipment Notes were issued pursuant to a Master Indenture, dated June 20, 2018 between TRL-2018 and Wilmington Trust Company, as indenture trustee. In October 2020, TRL-2018 issued $ 155.5 million of Series 2020-1 Class A Secured Railcar Equipment Notes (the “2020-1 Notes”) (the TRL-2018 Class A-1 Notes, the TRL-2018 Class A-2 Notes, and the 2020-1 Notes are, collectively, the “TRL-2018 Notes”) under the existing indenture. In a separate transaction during October 2020, TRL-2018 redeemed its TRL-2018 Class A-1 Notes, of which $ 153.1 million was outstanding at the redemption date. The fixed interest rate for these notes was 3.82 % per annum.
The TRL-2018 Class A-2 Notes, of which $ 282.5 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 4.62 %, are payable monthly, and have a stated final maturity date of June 17, 2048. The 2020-1 Notes, of which $ 134.1 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 1.96 %, are payable monthly, and have a stated final maturity date of October 17, 2050. The TRL-2018 Notes are obligations of TRL-2018 only, secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2018.
TRL-2019 – In April 2019, Trinity Rail Leasing 2019 LLC, a Delaware limited liability company ("TRL-2019") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $ 528.3 million in Secured Railcar Equipment Notes (the "TRL-2019 Notes"). The TRL-2019 Notes were issued pursuant to a Master Indenture, dated as of April 10, 2019 between TRL-2019 and U.S. Bank National Association, as indenture trustee. The TRL-2019 Notes, of which $ 468.8 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 3.82 %, are payable monthly, and have a stated final maturity date of April 17, 2049. The TRL-2019 Notes are obligations of TRL-2019 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2019.
In October 2019, TRL-2019 issued an additional $ 386.5 million in Secured Railcar Equipment Notes (the "TRL-2019-2 Notes"). The TRL-2019-2 Notes consisted of two classes of notes with (i) an aggregate principal amount of $ 106.9 million of TRL-2019's Series 2019-2 Class A-1 Secured Railcar Equipment Notes (the "TRL-2019 Class A-1 Notes"), and (ii) an aggregate principal amount of $ 279.6 million of TRL-2019's Series 2019-2 Class A-2 Secured Railcar Equipment Notes (the “TRL-2019 Class A-2 Notes”). The TRL-2019-2 Notes were issued pursuant to a Master Indenture, dated April 10, 2019 between TRL-2019 and U.S. Bank National Association, as indenture trustee, as supplemented by a Series 2019-2 Supplement dated as of October 17, 2019. The TRL-2019 Class A-1 Notes, of which $ 74.7 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 2.39 %, are payable monthly, and have a stated final maturity date of October 17, 2049. The TRL-2019 Class A-2 Notes, of which $ 279.6 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 3.10 %, are payable monthly, and have a stated final maturity date of October 17, 2049. The TRL-2019-2 Notes are obligations of TRL-2019 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2019.
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TRL-2020 – In November 2020, Trinity Rail Leasing 2020 LLC, a Delaware limited liability company (“TRL-2020”) and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued an aggregate principal amount of (i) $ 110.0 million of TRL-2020’s Series 2020-2 Class A-1 Secured Railcar Equipment Notes (the “TRL-2020 Class A-1 Notes”), (ii) $ 240.3 million of TRL-2020’s Series 2020-2 Class A-2 Secured Railcar Equipment Notes (the “TRL-2020 Class A-2 Notes”), and (iii) $ 20.5 million of TRL-2020’s Series 2020-2 Class B Secured Railcar Equipment Notes (the “TRL-2020 Class B Notes”) (the TRL-2020 Class A-1 Notes, the TRL-2020 Class A-2 Notes, and the TRL-2020 Class B Notes are, collectively, the “TRL-2020 Notes”). The TRL-2020 Notes were issued pursuant to a Master Indenture, dated November 19, 2020 between TRL-2020 and U.S. Bank National Association, as indenture trustee, as supplemented by a Series 2020-2 Supplement dated November 19, 2020. The TRL-2020 Class A-1 Notes, of which $ 88.1 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 1.83 %. The TRL-2020 Class A-2 Notes, of which $ 240.3 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 2.56 %. The TRL-2020 Class B Notes, of which $ 20.5 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 3.69 %. The TRL-2020 Notes are payable monthly, and have a stated final maturity date of November 19, 2050. The TRL-2020 Notes are obligations of TRL-2020 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2020.
TRL-2021 – In June 2021, Trinity Rail Leasing 2021 LLC, a Delaware limited liability company ("TRL-2021") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued an aggregate principal amount of (i) $ 305.2 million of its Series 2021-1 Class A Green Secured Railcar Equipment Notes (the "TRL-2021 Class A Notes") and (ii) $ 19.8 million of its Series 2021-1 Class B Green Secured Railcar Equipment Notes (the "TRL-2021 Class B Notes") (the TRL-2021 Class A Notes and the TRL-2021 Class B Notes are, collectively, the “TRL-2021 Notes”). The TRL-2021 Class A Notes, of which $ 300.5 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 2.26 %. The TRL-2021 Class B Notes, of which $ 19.8 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 3.08 %. The TRL-2021 Notes are payable monthly, and have a stated final maturity date of July 19, 2051. We incurred $ 3.3 million in debt issuance costs, which will be amortized to interest expense through the anticipated repayment date of the TRL-2021 Notes. The TRL-2021 Notes are obligations of TRL-2021 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2021. Net proceeds received from the railcars acquired in connection with the issuance of the TRL-2021 Notes were used to repay approximately $ 214.4 million of borrowings under TILC's warehouse loan facility and for general corporate purposes.
Partially-owned leasing subsidiaries
Triumph Rail – In June 2021, Triumph Rail, formerly known as TRIP Master Funding, issued an aggregate principal amount of (i) $ 535.0 million of its Series 2021-2 Class A Green Secured Railcar Equipment Notes (the “Triumph Class A Notes”) and (ii) $ 25.4 million of its Series 2021-2 Class B Green Secured Railcar Equipment Notes (the “Triumph Class B Notes”) (the Triumph Class A Notes and the Triumph Class B Notes are, collectively, the “Triumph Notes”). The Triumph Class A Notes, of which $ 526.1 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 2.15 %. The Triumph Class B Notes, of which $ 25.4 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 3.08 %. The Triumph Notes are payable monthly, and have a stated final maturity date of June 15, 2051. We incurred $ 5.6 million in debt issuance costs, which will be amortized to interest expense through the anticipated repayment date of the Triumph Notes. The Triumph Notes are non-recourse to Trinity, TILC, TRIP Holdings, and the other equity investors in TRIP Holdings, and are secured by Triumph Rail's portfolio of railcars and operating leases thereon, its cash reserves, and all other assets owned by Triumph Rail.
Triumph Rail used the net proceeds received from the issuance of the Triumph Notes, as well as proceeds from the sale of railcars and related operating leases to TRIP Railcar Co. described below, to redeem its outstanding debt, consisting of (i) the Series 2011 Class A-2 TRIP Master Funding Secured Railcar Equipment Notes due July 2041, (ii) the Series 2014-1 Class A-2 Secured Railcar Equipment Notes due April 2044, and (iii) the Series 2017-1 Secured Railcar Equipment Notes due August 2047, of which $ 869.1 million was outstanding at the redemption date. The all-in rate for these notes was 5.16 % per annum at the time of redemption. In connection with the redemption, we recognized a loss on extinguishment of debt of $ 8.7 million, which included a $ 3.3 million early redemption premium and a write-off of $ 5.4 million in unamortized debt issuance costs. These charges are reflected in the loss on extinguishment of debt line of our Consolidated Statements of Operations for the year ended December 31, 2021.
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TRIP Railcar Co. Term Loan – In June 2021, TRIP Railcar Co. drew down $ 329.6 million under a term loan agreement ("TRIP Railcar Co. term loan"). The TRIP Railcar Co. term loan was established to finance railcars and operating leases thereon purchased by TRIP Railcar Co. from Triumph Rail. The principal and interest of this indebtedness are paid from the cash flows of the underlying leases. The TRIP Railcar Co. term loan bears interest at LIBOR plus 1.85 %, for an all-in interest rate of 1.95 % at December 31, 2021, and has a stated maturity date of June 2025. We incurred $ 2.9 million in debt issuance costs, which will be amortized to interest expense over the anticipated repayment term of the TRIP Railcar Co. term loan. The TRIP Railcar Co. term loan is non-recourse to Trinity, TILC, TRIP Holdings, and the other equity investors in TRIP Holdings; and is secured by TRIP Railcar Co.'s portfolio of railcars, operating leases thereon, and all other assets owned by TRIP Railcar Co. Net proceeds received from the transaction were used to purchase railcars and related operating leases from Triumph Rail.
TRP-2021 – In June 2021, TRP-2021, formerly known as TRL-2012, issued an aggregate principal amount of (i) $ 334.0 million of its Series 2021-1 Class A Green Secured Railcar Equipment Notes (the “TRP-2021 Class A Notes”) and (ii) $ 21.0 million of its Series 2021-1 Class B Green Secured Railcar Equipment Notes (the “TRP-2021 Class B Notes”) (the TRP-2021 Class A Notes and the TRP-2021 Class B Notes are, collectively, the “TRP-2021 Notes”). The TRP-2021 Class A Notes, of which $ 331.3 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 2.07 %. The TRP-2021 Class B Notes, of which $ 21.0 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 3.06 %. The TRP-2021 Notes are payable monthly, and have a stated final maturity date of June 15, 2051. We incurred $ 3.7 million in debt issuance costs, which will be amortized to interest expense through the anticipated repayment date of the TRP-2021 Notes. The TRP-2021 Notes are non-recourse to Trinity, TILC, RIV 2013, and the other equity investors in RIV 2013, and are secured by TRP-2021's portfolio of railcars and operating leases thereon, its cash reserves, and all other assets owned by TRP-2021.
TRP-2021 used the net proceeds from the issuance of the TRP-2021 Notes to redeem its outstanding debt, consisting of (i) the Series 2012-1 Secured Railcar Equipment Notes due January 2043 and (ii) the Series 2013-1 Class A-1 Secured Railcar Equipment Notes due July 2043, of which $ 348.0 million was outstanding at the redemption date. The all-in rate for these notes was 3.59 % per annum at the time of redemption. In connection with the redemption, we recognized a loss on extinguishment of debt of $ 3.0 million, which related to the write-off of unamortized debt issuance costs. This write-off is reflected in the loss on extinguishment of debt line of our Consolidated Statements of Operations for the year ended December 31, 2021.
Triumph Rail and TRP-2021 are wholly-owned subsidiaries of TRIP Holdings and RIV 2013, respectively, which, in turn, are partially-owned subsidiaries of the Company, through its wholly-owned subsidiary, TILC. Our combined weighted average ownership interest in TRIP Holdings and RIV 2013 is 38 %. See Note 5 for further explanation.
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Scheduled Repayments of Long-Term Debt
Each of our secured railcar equipment notes generally has an anticipated repayment date and a stated final maturity date. While the stated final maturity dates of each of these notes can be up to 30 years after the respective issuance dates, the cash flows from the encumbered assets of each of these notes will be applied, pursuant to the payment priorities of their respective indentures, so as to amortize their respective notes to achieve monthly targeted principal balances. If the cash flow assumptions used in determining the targeted balances are met, it is anticipated that the notes will be repaid well in advance of their stated final maturity date; the repayments reflected in the table below are based on the earlier anticipated repayment dates rather than the stated final maturity dates. There can be no assurance, however, that such cash flow assumptions will be realized. If these notes are not repaid by the anticipated repayment date, the respective interest rates on these notes would increase from the fixed rates stated above.
The remaining principal payments under existing debt agreements as of December 31, 2021 based on the anticipated repayment dates are as follows:
2022 2023 2024 2025 2026 Thereafter Total
(in millions)
Recourse:
Corporate $ — $ — $ 400.0 $ — $ — $ — $ 400.0
Non-recourse – leasing (Note 6):
2009 secured railcar equipment notes 15.1 11.7 14.5 19.8 18.5 48.9 128.5
2010 secured railcar equipment notes 28.5 22.3 18.4 20.6 25.7 105.1 220.6
2017 promissory notes
44.4 44.4 44.4 634.8 — — 768.0
2018 secured railcar equipment notes
19.0 19.0 19.0 14.8 14.5 330.3 416.6
2019 secured railcar equipment notes
36.8 34.9 36.6 35.2 313.3 366.3 823.1
2020 secured railcar equipment notes 18.5 18.3 14.3 11.3 14.1 272.4 348.9
2021 secured railcar equipment notes 12.6 12.2 13.3 12.6 14.0 255.6 320.3
TILC warehouse facility
19.4 19.4 19.4 3.3 — — 61.5
Facility termination payments – TILC warehouse facility
— — — 500.3 — — 500.3
TRP-2021 secured railcar equipment notes 5.3 10.9 15.6 15.8 17.3 287.4 352.3
Triumph Rail secured railcar equipment notes 19.2 16.5 33.2 30.0 24.0 428.6 551.5
TRIP Railcar Co. term loan 12.6 311.1 — — — — 323.7
Total principal payments $ 231.4 $ 520.7 $ 628.7 $ 1,298.5 $ 441.4 $ 2,094.6 $ 5,215.3
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Note 9. Income Taxes
The components of the provision (benefit) for income taxes from continuing operations are as follows:
Year Ended December 31,
2021 2020 2019
(in millions)
Current:
Federal:
Effect of CARES Act $ 2.1 $ ( 373.3 ) $ —
Other ( 3.0 ) ( 142.1 ) ( 6.8 )
( 0.9 ) ( 515.4 ) ( 6.8 )
State ( 0.6 ) ( 1.5 ) 6.9
Foreign 4.3 4.3 6.1
Total current 2.8 ( 512.6 ) 6.2
Deferred:
Federal:
Effect of CARES Act 0.4 192.9 —
Other 10.4 31.3 40.4
10.8 224.2 40.4
State 2.4 4.1 13.7
Foreign ( 0.1 ) 10.2 ( 1.5 )
Total deferred 13.1 238.5 52.6
Provision (benefit) $ 15.9 $ ( 274.1 ) $ 58.8
The provision for income taxes from continuing operations results in effective tax rates that differ from the statutory rates. The following is a reconciliation between the statutory U.S. federal income tax rate and our effective income tax rate on income before income taxes:
Year Ended December 31,
2021 2020 2019
Statutory rate 21.0 % 21.0 % 21.0 %
Effect of CARES Act 4.5 34.4 —
State taxes 3.0 1.1 2.3
Foreign branch taxes 3.0 ( 0.2 ) 1.3
Executive compensation limitations 1.8 ( 0.3 ) 1.3
Foreign rate differential 1.4 ( 0.1 ) 0.4
Excise tax 1.3 — —
Nondeductible compensation 1.2 ( 0.2 ) 0.6
Changes in state laws and apportionment 0.3 ( 1.4 ) 5.8
Equity compensation ( 4.0 ) — ( 0.9 )
Changes in valuation allowances and reserves ( 4.3 ) 0.7 —
Impairment – noncontrolling interest in partially-owned subsidiaries — ( 3.3 ) —
Interest expense limitations from partially-owned subsidiaries — 0.2 1.1
Noncontrolling interest in partially-owned subsidiaries — 0.1 0.2
Other, net ( 0.4 ) 0.2 ( 0.6 )
Effective rate 28.8 % 52.2 % 32.5 %
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The effective tax rate is based upon the U.S. statutory rate of 21.0 % for the years ended December 31, 2021, 2020, and 2019. For the year ended December 31, 2021, the difference between the U.S. statutory rate and effective tax rate is primarily due to an adjustment to the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") carryback benefit previously recognized, state taxes, and foreign taxes, partially offset by excess tax benefits associated with equity based compensation. For the year ended December 31, 2020, the difference between the U.S. statutory rate and effective tax rate is primarily due the impact of the CARES Act partially offset by the portion of the non-cash small cube covered hopper railcar impairment charge that is not tax-effected because it is related to the noncontrolling interest. For the year ended December 31, 2019, the difference between the U.S. statutory rate and effective tax rate is primarily due to state income tax expense, foreign branch taxes, and changes in state tax laws and apportionment. See Note 5 for a further explanation of activities with respect to our partially-owned leasing subsidiaries.
Due to the enactment of the CARES Act, Trinity filed a carryback claim for the 2018-2020 tax losses to the 2013-2015 tax years, allowing the recovery of taxes previously paid. The income taxes associated with the carryback claims were paid at a federal rate of 35.0 %, rather than the current rate of 21.0 % in effect beginning with the 2018 tax year. The overall net impact of the CARES Act resulted in a tax expense of $ 2.5 million and a tax benefit of $ 180.4 million for the years ended December 31, 2021 and 2020, respectively.
Income (loss) from continuing operations before income taxes for the years ended December 31, 2021, 2020, and 2019 was $ 44.6 million, $( 517.2 ) million, and $ 181.6 million, respectively, for U.S. operations, and $ 10.6 million, $( 7.4 ) million, and $( 0.4 ) million, respectively, for foreign operations, principally Mexico and Canada.
Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of deferred tax liabilities and assets are as follows:
December 31,
2021 2020
(in millions)
Deferred tax liabilities:
Depreciation, depletion, and amortization $ 1,032.2 $ 996.8
Partially-owned subsidiaries basis difference 139.2 139.9
Right-of-use assets 18.7 17.5
Accrued liabilities and other 1.9 —
Total deferred tax liabilities 1,192.0 1,154.2
Deferred tax assets:
Workers compensation, pensions, and other benefits 28.7 27.1
Warranties and reserves 7.3 3.9
Equity items 5.9 9.5
Tax loss carryforwards and credits 38.4 62.8
Inventory 6.0 5.4
Accrued liabilities and other — 5.3
Lease liabilities 24.4 22.9
Total deferred tax assets 110.7 136.9
Net deferred tax liabilities before valuation allowances 1,081.3 1,017.3
Valuation allowances 24.4 25.2
Net deferred tax liabilities before reserve for uncertain tax positions 1,105.7 1,042.5
Deferred tax assets included in reserve for uncertain tax positions ( 1.1 ) ( 1.0 )
Adjusted net deferred tax liabilities $ 1,104.6 $ 1,041.5
At December 31, 2021, we had $ 3.9 million of federal consolidated net operating loss carryforwards and $ 20.6 million of tax-effected state loss carryforwards remaining. All of the federal net operating loss carryforwards were acquired in a stock acquisition in 2010 and are subject to limitations on the amount that can be utilized in any one year tax year and are due to expire in 2029. We have established valuation allowances for federal, state, and foreign tax operating losses and credits that we have estimated may not be realizable.
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Taxing authority examinations
Our 2016 and 2017 tax years are effectively settled. The statutes of limitations for auditing the 2013-2015 and 2018-2020 tax years will remain open due to tax loss carryback claims we have filed. We have state tax returns that are under audit in the normal course of business, and our Mexican subsidiaries' tax return statutes of limitations remain open for auditing 2014 forward. We believe we are appropriately reserved for any potential matters.
Unrecognized tax benefits
The change in unrecognized tax benefits was as follows:
Year Ended December 31,
2021 2020 2019
(in millions)
Beginning balance $ 2.3 $ 2.3 $ 8.1
Additions for tax positions of prior years — — —
Reductions for tax positions of prior years — — —
Settlements — — ( 5.8 )
Expiration of statute of limitations — — —
Ending balance $ 2.3 $ 2.3 $ 2.3
Settlements during the year ended December 31, 2019 were due to the resolution of state audits.
The total amount of unrecognized tax benefits including interest and penalties at December 31, 2021 and 2020, that would affect our effective tax rate if recognized, was $ 4.3 million and $ 4.1 million, respectively.
The Company accounts for interest expense and penalties related to income tax issues as income tax expense. Accordingly, interest expense and penalties associated with an uncertain tax position are included in the income tax provision. The total amount of accrued interest and penalties from continuing operations as of December 31, 2021 and 2020 was $ 3.0 million and $ 2.9 million, respectively. Income tax expense for the years ended December 31, 2021, 2020, and 2019 included an increase of $ 0.1 million, an increase of $ 0.2 million, and a decrease of $ 1.0 million, respectively, with regard to interest expense and penalties related to uncertain tax positions.
Note 10. Employee Retirement Plans
We sponsor defined benefit plans and a defined contribution plan (the "401(k) plan") that provide retirement income and death benefits for eligible employees. The annual measurement date of the benefit obligations, fair value of plan assets, and funded status is December 31.
Pension Plan Termination
In September 2019, our Board of Directors approved the termination of the Trinity Industries, Inc. Consolidated Pension Plan (the "Pension Plan"), effective December 31, 2019. The Pension Plan was settled in the fourth quarter of 2020, which resulted in the Company no longer having any remaining funded pension plan obligations. Upon settlement, we recognized a pre-tax non-cash pension settlement charge in the fourth quarter of 2020 of $ 151.5 million, which was inclusive of all unamortized losses previously recorded in AOCL.
As of December 31, 2020, the remaining surplus of the Pension Plan was $ 23.6 million. During the year ended December 31, 2021, as permitted by applicable regulations, we used $ 10.9 million of the Pension Plan surplus to fund obligations associated with the Company's profit sharing plans and used $ 2.5 million to fund pension administrative expenses required to finalize the settlement of the Pension Plan. Additionally, we received a $ 6.4 million net refund upon final settlement of the annuity contract, which resulted in a remaining surplus of the Pension Plan of $ 16.6 million. During the fourth quarter of 2021, we reverted $ 16.0 million of the surplus pension assets to the Company and incurred an excise tax of approximately $ 3.2 million. These activities are included in the pension plan settlement line in our Consolidated Statements of Operations.
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Actuarial assumptions
Year Ended December 31,
2021 2020 2019
Assumptions used to determine benefit obligations at the annual measurement date were:
Obligation discount rate (1)
N/A N/A 2.73 %
Assumptions used to determine net periodic benefit costs were:
Obligation discount rate (1)
N/A 2.71 % 4.45 %
Long-term rate of return on plan assets N/A 3.90 % 4.90 %
(1) Not applicable as of December 31, 2021 and for the year ended December 31, 2021 as all qualified pension plans were settled as of December 31, 2020.
Prior to the settlement of our Pension Plan, the obligation discount rate assumption was determined by deriving a single discount rate from a theoretical settlement portfolio of high quality corporate bonds sufficient to provide for the plans' projected benefit payments. The expected long-term rate of return on the plans' assets was an assumption reflecting the anticipated weighted average rate of earnings on the portfolio over the long-term. To arrive at this rate, estimates were developed based upon the anticipated performance of the plans' assets. Substantially all of the accrued benefits of our remaining pension plans were frozen in 2009, with all qualified pension plans settled as of December 31, 2020.
Components of Net Periodic Benefit Cost and Other Retirement Expenses
Year Ended December 31,
2021 2020 2019
(in millions)
Expense Components
Service cost $ — $ — $ 0.1
Interest 0.4 14.8 19.7
Expected return on plan assets — ( 20.9 ) ( 23.0 )
Amortization of actuarial loss 0.3 6.0 4.6
Amortization of prior service cost — 1.2 —
Settlement loss — 151.5 —
Net periodic benefit cost 0.7 152.6 1.4
Defined contribution expense 8.6 7.5 9.6
Net expense $ 9.3 $ 160.1 $ 11.0
The expected return on plan assets for the years ended December 31, 2020 and 2019 was based on the plan assets' fair value. Amortization of actuarial loss is determined using the corridor method. Under the corridor method, unamortized actuarial gains or losses in excess of 10% of the greater of the projected benefit obligation or the fair value of plan assets as of the beginning of the plan year are amortized, for frozen plans, over the average expected remaining lifetime of frozen and inactive participants.
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Obligations and funded status
Information regarding the terminated Pension Plan and the SERP based upon a December 31 measurement date is as follows:
Year Ended December 31,
2021 2020
(in millions)
Accumulated Benefit Obligations $ 14.5 $ 15.5
Projected Benefit Obligations:
Beginning of year $ 15.5 $ 557.9
Interest 0.4 14.8
Benefits paid ( 1.0 ) ( 23.0 )
Actuarial (gain) loss ( 0.4 ) 18.0
Settlements — ( 552.2 )
End of year $ 14.5 $ 15.5
Plans' Assets:
Beginning of year $ 23.6 $ 548.5
Actual return on assets — 49.3
Employer contributions 1.0 1.0
Benefits paid ( 1.0 ) ( 23.0 )
Settlements — ( 552.2 )
401(k) funding ( 10.9 ) —
Final annuity contract true-up, net of administrative expenses 3.9 —
Reversion of excess plan assets ( 16.0 ) —
End of year $ 0.6 $ 23.6
Consolidated Balance Sheet Components:
Pension Plan:
Other assets $ 0.6 $ 23.6
Accrued liabilities — —
Net funded status $ 0.6 $ 23.6
SERP:
Other assets $ — $ —
Accrued liabilities ( 14.5 ) ( 15.5 )
Net funded status $ ( 14.5 ) $ ( 15.5 )
Amounts recognized in other comprehensive income (loss)
Year Ended December 31,
2021 2020 2019
(in millions)
Settlement of pension plan $ — $ 151.5 $ —
Actuarial gain (loss) 0.4 10.4 ( 37.7 )
Amortization of actuarial loss 0.3 6.0 4.6
Amortization of prior service cost — 1.2 —
New prior service cost base — — ( 1.5 )
Total before income taxes 0.7 169.1 ( 34.6 )
Income tax (benefit) expense 0.2 39.2 ( 7.9 )
Net amount recognized in other comprehensive income (loss) $ 0.5 $ 129.9 $ ( 26.7 )
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At December 31, 2021, AOCL included unrecognized actuarial losses related to our SERP of $ 5.2 million ($ 3.5 million net of related income taxes). Actuarial losses included in AOCL and expected to be recognized in net periodic pension cost for the year ended December 31, 2022 are $ 0.3 million ($ 0.2 million net of related income taxes).
Plan assets
The target and actual investment allocation strategy at December 31, 2021 is 100 % cash and cash equivalents. The estimated fair value of the plans' assets at December 31, 2021 was $ 0.6 million of temporary cash investments (Level 1).
Upon settlement of our Pension Plan in the fourth quarter of 2020, the target and actual investment allocation strategy at December 31, 2020 was 100 % cash and cash equivalents. The estimated fair value of the plans' assets at December 31, 2020 was $ 23.6 million of temporary cash investments (Level 1).
The pension plans' assets are valued at fair value. Temporary cash investments consist of U.S. dollars held in master trust accounts with the trustee. These temporary cash investments are classified as Level 1 instruments. See Note 3 for a description of the valuation methodologies used in determining fair value.
Funding of Defined Contribution Plans
Based on the plan provisions that were in effect during the majority of 2020, participants in the 401(k) plan were eligible to receive future retirement benefits through a company-funded annual retirement contribution provided through the Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates. The contribution ranged from one to three percent of eligible compensation based on service. Both the annual retirement contribution and the company matching contribution were discretionary, requiring board approval, and were made annually with the investment of the funds directed by the participants. In August 2020, the Company amended the plan to replace the company-funded annual retirement contribution with a qualified automatic contribution arrangement safe harbor plan structure. The new matching structure provides for a dollar-for-dollar Company match on up to 6% of participants' eligible compensation, subject to a two-year cliff vesting period.
Employer contributions to the 401(k) plan and the Trinity Industries, Inc. Deferred Compensation Plan for the year ending December 31, 2022 are expected to be $ 7.6 million compared to $ 19.4 million contributed during 2021, which included the payment of the contributions accrued as of December 31, 2020, as well as the 2021 contributions pursuant to the plan design changes described above.
Note 11. Asset Impairments and Restructuring Activities
Second quarter of 2020 impairment of small cube covered hopper railcars
We monitor the carrying values of long-lived assets and right-of-use assets for potential impairment. The carrying values of long-lived assets and right-of-use assets are considered impaired when the asset's carrying value is not recoverable through undiscounted future cash flows and the asset's carrying value exceeds its fair value.
During the second quarter of 2020, the oil and gas proppants (or “frac sand”) industry continued to experience economic pressure created by low oil prices, reduced fracking activity, and the ongoing economic impact of COVID-19. Significant price declines in the crude oil market, as well as lower demand for certain commodities, resulted in a decline in customer demand for certain types of railcars. As a result, certain of the Leasing Group's small cube covered hopper customers requested rent relief and, in a number of cases, filed for bankruptcy in the second quarter of 2020. We believe that the collective impact of these developments, including the shift towards the use of in-basin sand, constituted a fundamental and other-than-temporary change in the future demand for this railcar type. Therefore, we determined that the events and circumstances that arose during the second quarter of 2020 constituted an impairment triggering event related to the small cube covered hopper car type in our lease fleet portfolio.
We performed a cash flow recoverability test of our small cube covered hopper railcars and compared the undiscounted cash flows to the carrying value of the assets. This analysis indicated that the carrying value exceeded the estimated undiscounted cash flows, and therefore, we were required to measure the fair value of our fleet of small cube covered hopper railcars and determine the amount of an impairment loss, if any.
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The fair value of the asset group was determined using an income approach, which we believe most accurately reflects a market participant's viewpoint in valuing these railcars. The results of our analysis indicated an estimated fair value of the asset group of approximately $ 191.7 million, in comparison to the asset group's carrying amount of $ 550.0 million, net of deferred profit. As a result, during the second quarter, we recorded a pre-tax non-cash impairment charge of $ 358.3 million related to our small cube covered hopper railcars. Additionally, we evaluated the right-of-use assets associated with our leased-in portfolio of small cube covered hopper railcars and determined that these assets were impaired based on consideration of an expected decline in future cash flows over the remaining lease term, which resulted in an additional pre-tax non-cash impairment charge of approximately $ 11.1 million. The aggregate impairment charge of $ 369.4 million, which includes $ 81.3 million associated with noncontrolling interest, is reflected in the impairment of long-lived assets line of our Consolidated Statements of Operations for the year ended December 31, 2020.
Significant management judgment was used to determine the key assumptions utilized in our impairment analysis, the substantial majority of which represent unobservable (Level 3) inputs. These assumptions included, but were not limited to: estimates regarding the remaining useful life over which the railcars are expected to generate cash flows; average lease rates; railcar utilization percentages; operating expenses; and the selection of an appropriate discount rate. Management selected these estimates and assumptions based on our railcar industry expertise. We also consulted with third-party energy and frac sand industry experts to gain insights with respect to the long-term outlook for these underlying markets.
Other asset write-downs
During the fourth quarter of 2020, management approved a plan to exit certain non-strategic maintenance facilities (the "disposal group"). We determined that the planned divestiture of the disposal group met the criteria to be classified as assets held for sale, and consequently, we measured the assets of the disposal group at fair value, less any costs to sell. The results of our analysis indicated a pre-tax non-cash write-down of $ 15.2 million, which we recorded during the year ended December 31, 2020. The charge is reflected in the impairment of long-lived assets line of our Consolidated Statements of Operations for the year ended December 31, 2020.
Additionally, during the year ended December 31, 2020, we recorded a pre-tax non-cash charge to write off $ 11.8 million related to investments in certain emerging technologies. This charge is reflected in the impairment of long-lived assets line of our Consolidated Statements of Operations for the year ended December 31, 2020.
Restructuring activities
In November 2019, we approved a restructuring plan to resize certain resources, reduce stranded costs, and better align support services with our rail-focused strategy. As part of the restructuring program, we eliminated positions across multiple locations and functions, including certain corporate and operational support functions. During the year ended December 31, 2019, we recorded total restructuring charges of $ 14.6 million, consisting of approximately $ 3.8 million in cash charges for severance costs and approximately $ 10.8 million of non-cash charges, primarily from write-downs of assets associated with our non-operating facilities that will no longer be utilized as we execute our rail-focused strategy.
Throughout 2020, we continued our efforts to better align support services with our rail-focused strategy, which resulted in headcount reductions across multiple functions, including certain corporate and operational support functions primarily at our Dallas headquarters. During the year ended December 31, 2020, we recorded total restructuring charges of $ 10.9 million, consisting of $ 7.7 million for severance costs, $ 5.3 million of non-cash charges primarily from the write-down of our corporate headquarters campus and certain other assets, and $ 0.6 million in contract termination costs, partially offset by a $ 2.7 million net gain on the disposition of a non-operating facility and certain related assets.
During the year ended December 31, 2021, restructuring activities resulted in a net gain of $ 3.7 million, primarily as a result of a $ 4.0 million net gain on the disposition of our prior corporate headquarters facility and certain non-operating facilities, partially offset by $ 0.3 million in employee severance costs.
As we continue to reposition the organization, it is possible that we will engage in additional restructuring activities in the near term.
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The following table sets forth the restructuring activity and balance of the restructuring liability, which is included in other liabilities in our Consolidated Balance Sheet:
Accrued charges as of
December 31, 2020
Charges and adjustments Payments Accrued charges as of
December 31, 2021
(in millions)
Cash charges:
Employee severance costs $ 1.4 $ 0.3 $ ( 1.6 ) $ 0.1
$ 1.4 $ 0.3 $ ( 1.6 ) $ 0.1
Non-cash charges:
Gain on disposition of assets $ ( 4.0 )
Total restructuring activities $ ( 3.7 )
Although restructuring activities are not allocated to our reportable segments, the following tables summarize the restructuring activities by reportable segment:
Year Ended December 31, 2021
Employee Severance Costs Gain on Disposition of Assets Total
(in millions)
Railcar Leasing and Management Services Group $ — $ — $ —
Rail Products Group 0.3 — 0.3
Corporate and other — ( 4.0 ) ( 4.0 )
Total restructuring activities $ 0.3 $ ( 4.0 ) $ ( 3.7 )
Year Ended December 31, 2020
Employee Severance Costs Contract Termination Costs (Gain)/Loss on Disposition of Assets Write-down of Assets Total
(in millions)
Railcar Leasing and Management Services Group $ 1.4 $ — $ — $ — $ 1.4
Rail Products Group 4.0 0.2 ( 2.9 ) — 1.3
Corporate and other 2.3 0.4 0.2 5.3 8.2
Total restructuring activities $ 7.7 $ 0.6 $ ( 2.7 ) $ 5.3 $ 10.9
Year Ended December 31, 2019
Employee Severance Costs Write-down of Assets Total
(in millions)
Railcar Leasing and Management Services Group $ 0.2 $ — $ 0.2
Rail Products Group 0.7 — 0.7
Corporate and other 2.9 10.8 13.7
Total restructuring activities $ 3.8 $ 10.8 $ 14.6
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Note 12. Accumulated Other Comprehensive Loss
Changes in AOCL for the years ended December 31, 2021 and 2020 are as follows:
Currency translation adjustments Unrealized gain/(loss) on derivative financial instruments Net actuarial gains/(losses) and prior service cost of defined benefit plans Accumulated Other Comprehensive Loss
(in millions)
Balances at December 31, 2019
$ ( 1.3 ) $ ( 17.9 ) $ ( 133.9 ) $ ( 153.1 )
Other comprehensive income (loss), net of tax, before reclassifications — ( 19.4 ) 7.7 ( 11.7 )
Amounts reclassified from AOCL, net of tax benefit of $ — , $ 3.5 , $ 1.6 , and $ 5.1
— 12.9 5.6 18.5
Amounts reclassified from AOCL related to settlement of pension plan, net of tax benefit of $ — , $ — , $ 34.9 , and $ 34.9
— — 116.6 116.6
Less: noncontrolling interest
— ( 1.2 ) — ( 1.2 )
Other comprehensive income (loss) — ( 7.7 ) 129.9 122.2
Balances at December 31, 2020
( 1.3 ) ( 25.6 ) ( 4.0 ) ( 30.9 )
Other comprehensive income, net of tax, before reclassifications — 9.2 0.3 9.5
Amounts reclassified from AOCL, net of tax benefit of $ — , $ 1.2 , $ 0.1 , and $ 1.3
— 5.4 0.2 5.6
Less: noncontrolling interest — ( 1.2 ) — ( 1.2 )
Other comprehensive income (loss) — 13.4 0.5 13.9
Balances at December 31, 2021
$ ( 1.3 ) $ ( 12.2 ) $ ( 3.5 ) $ ( 17.0 )
See Note 3 for information on the reclassification of amounts in AOCL into earnings. Reclassifications of unrealized before-tax gains and losses on derivative financial instruments are included in interest expense, net for our interest rate hedges and in cost of revenues for our foreign currency hedges in our Consolidated Statements of Operations. Reclassifications of before-tax net actuarial gains/(losses) of defined benefit plans are included in other, net (income) expense in our Consolidated Statements of Operations, with the exception of amounts related to the settlement of our pension plan, which are included in the pension plan settlement line in our Consolidated Statements of Operations.
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Note 13. Common Stock and Stock-Based Compensation
Stockholders' Equity
Repurchase Agreements with ValueAct
On April 29, 2021, we entered into a stock repurchase agreement with ValueAct Capital Master Fund, L.P. (“ValueAct”), the Company's then-largest shareholder and a related party, to repurchase 8.1 million shares of our common stock for $ 27.47 per share, for an aggregate purchase price of $ 222.5 million, in a privately negotiated transaction. The price per share represents a discount of 3.5 % from the closing price for a share of common stock on the New York Stock Exchange on April 29, 2021. The repurchase from ValueAct was approved by our Board of Directors separately from, and did not reduce the authorized amount remaining under, the previous share repurchase program described below.
On December 31, 2021, we entered into an additional stock repurchase agreement with ValueAct to repurchase 8.8 million shares of our common stock for $ 28.49 per share, for an aggregate purchase price of $ 250.0 million, in a privately negotiated transaction. The price per share represents a discount of 3.5 % from the closing price for a share of common stock on the New York Stock Exchange on December 30, 2021. The repurchase from ValueAct was approved by our Board of Directors separately from, and did not reduce the authorized amount remaining under, the existing share repurchase program described below.
New Share Repurchase Authorization
In September 2021, our Board of Directors authorized a new share repurchase program effective September 9, 2021 through December 31, 2022. The new share repurchase program authorizes the Company to repurchase up to $ 250.0 million of its common stock. In December 2021, we entered into an accelerated share repurchase agreement (the "ASR") to repurchase $ 125.0 million of our common stock. Approximately 3.3 million shares repurchased as part of the ASR on December 31, 2021 were delivered to the Company in January 2022 in accordance with normal settlement practices, representing approximately 80% of the total notional value of the ASR. The ASR is expected to be completed during the third quarter of 2022, at which time any remaining shares will be delivered to the Company. Approximately $ 73.1 million of the share repurchase program will remain after the completion of the ASR. Share repurchase activity under the authorized program is as follows:
Shares Repurchased Remaining Authorization to Repurchase
Period Number of shares Cost
(in millions) Cost
(in millions)
September 9, 2021 Authorization $ 250.0
September 9, 2021 through September 30, 2021 — $ — $ 250.0
October 1, 2021 through December 31, 2021 5,155,491 151.9 $ 98.1
Total 5,155,491 $ 151.9
Previous Share Repurchase Authorization
In October 2020, our Board of Directors authorized a share repurchase program effective October 23, 2020 through December 31, 2021. The share repurchase program authorized the Company to repurchase up to $ 250.0 million of its common stock and was completed in the third quarter of 2021. Share repurchase activity under this program is as follows:
Shares Repurchased Remaining Authorization to Repurchase
Period Number of shares Cost
(in millions) Cost
(in millions)
October 23, 2020 Authorization $ 250.0
October 23, 2020 through December 31, 2020 2,974,922 $ 67.8 $ 182.2
January 1, 2021 through March 31, 2021 1,291,860 36.8 $ 145.4
April 1, 2021 through June 30, 2021 2,440,793 68.3 $ 77.1
July 1, 2021 through September 30, 2021 2,815,307 77.1 $ —
Total 9,522,882 $ 250.0
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Shares repurchased as part of the ASR on December 31, 2021, totaling $ 100.0 million, were delivered to the Company in January 2022 in accordance with normal settlement practices. During the years ended December 31, 2021, 2020, and 2019, share repurchases totaled 28.5 million, 9.3 million, and 13.7 million shares, respectively, at a cost of approximately $ 806.6 million, $ 193.1 million, and $ 294.7 million, respectively.
Stock-Based Compensation
Stock Award Plans
Our 2004 Fourth Amended and Restated Stock Option and Incentive Plan (the "Plan”) provides for awarding 20,150,000 (adjusted for stock splits) shares of common stock plus (i) shares covered by forfeited, expired, and canceled options granted under prior plans; and (ii) shares tendered as full or partial payment for the purchase price of an award or to satisfy tax withholding obligations. At December 31, 2021, a total of 1,951,736 shares were available for issuance. The Plan provides for the granting of nonqualified and incentive stock options having maximum ten-year terms to purchase common stock at its market value on the award date; stock appreciation rights based on common stock fair market values with settlement in common stock or cash; restricted stock awards; restricted stock units; and performance awards with settlement in common stock or cash on achievement of specific business objectives. Our stock options have contractual terms of ten years and become exercisable over a three-year period.
Stock-Based Compensation Expense
The cost of employee services received in exchange for awards of equity instruments is referred to as stock-based compensation and is based on the grant date fair-value of those awards. Stock-based compensation includes compensation expense, recognized over the applicable vesting periods, for share-based awards. Stock-based compensation expense totaled $ 20.7 million, $ 25.4 million, and $ 27.8 million for the years ended December 31, 2021, 2020, and 2019, respectively.
The income tax benefit related to stock-based compensation expense was $ 10.7 million, $ 0.4 million, and $ 6.6 million for the years ended December 31, 2021, 2020, and 2019, respectively.
Stock Options
Expense related to stock options is recognized on a straight-line basis over the vesting period. No options were exercisable at December 31, 2021.
Number of Shares Weighted Average Grant-Date Fair Value per Award Weighted Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value
(in millions)
Options outstanding at December 31, 2020
300,000 $ 5.26
Granted — $ —
Exercised — $ —
Cancelled — $ —
Options outstanding at December 31, 2021
300,000 $ 5.26 8.1 $ 2.6
At December 31, 2021, unrecognized compensation expense related to stock options totaled $ 0.6 million, which will be recognized over a weighted average period of 1.1 years. The weighted average exercise price of stock options outstanding as of December 31, 2021 was $ 21.61 .
The fair value of the stock options granted during the year ended December 31, 2020 was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:
Year Ended December 31, 2020
Exercise price $ 21.61
Risk-free interest rate 1.48 %
Expected life (in years) 6.50
Equity volatility 35.00 %
Dividend yield 3.42 %
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Restricted Stock
Restricted share awards consist of restricted stock and restricted stock units ("RSUs"). Expense related to RSUs issued to eligible employees under the Plan is recognized ratably over the vesting period, generally between three years and four years . Certain restricted stock and RSUs vest in their entirety upon the employee's retirement from the Company, taking into consideration the employee's age and years of service to the Company, as defined more specifically in our benefit plans. Beginning in 2020, certain RSU grants provide for full vesting when the award recipients retire having reached 60 years of age and having provided at least 10 years of service to the Company, provided that the awards remain outstanding for a period of at least six months from the date of grant. The expense for these awards is recognized over the applicable service period for each of the eligible award recipients. Expense related to restricted stock awards ("RSAs") and RSUs granted to non-employee directors under the Plan is recognized ratably over the vesting period, generally one year . Forfeitures are recognized as a reduction to expense in the period in which they occur.
Number of Restricted Share Awards
Weighted Average Grant-Date
Fair Value per Award
Restricted share awards outstanding at December 31, 2020
3,798,431 $ 20.06
Granted 663,216 $ 28.41
Vested ( 1,307,435 ) $ 19.27
Forfeited ( 464,647 ) $ 22.45
Restricted share awards outstanding at December 31, 2021 (1)
2,689,565 $ 22.09
(1) The balance of restricted share awards outstanding at December 31, 2021 includes approximately 0.5 million restricted shares for Arcosa employees that were converted under the shareholder method at the time of the Arcosa spin-off. These restricted shares will be released to Arcosa employees upon vesting, but as of the spin-off date, Trinity no longer records the compensation expense associated with these shares .
At December 31, 2021, unrecognized compensation expense related to restricted share awards totaled $ 24.2 million, which will be recognized over a weighted average period of 2.7 years. The total grant-date fair value of shares vested and released during the years ended December 31, 2021, 2020, and 2019 was $ 25.2 million, $ 39.1 million, and $ 26.4 million, respectively. The weighted average grant-date fair value of restricted share awards granted during the years ended December 31, 2021, 2020, and 2019 was $ 28.41 , $ 18.62 , and $ 22.20 per share, respectively.
Performance Units
Performance units are granted to employees based upon a target level; however, depending upon the achievement of certain specified goals during the performance period, performance units may be adjusted to a level ranging between 0% and 200% of the target level. The performance units vest upon certification by the Human Resources Committee of the Board of Directors of the achievement of the specified performance goals. Expense related to performance units is recognized ratably from their award date to the end of the performance period, generally three years. Forfeitures are recognized as a reduction to expense in the period in which they occur.
Number of Performance Units
Weighted Average Grant-Date
Fair Value per Award
Performance units outstanding at December 31, 2020
1,235,172 $ 24.17
Granted 240,931 $ 30.85
Vested ( 221,513 ) $ 32.37
Forfeited ( 99,309 ) $ 32.37
Performance units outstanding at December 31, 2021
1,155,281 $ 23.28
At December 31, 2021, unrecognized compensation expense related to performance units totaled $ 6.8 million, which will be recognized over a weighted average period of 1.2 years. The total grant-date fair value of performance units vested and released during the years ended December 31, 2021 and 2020 was $ 7.2 million and $ 0.1 million, respectively. There were no performance units vested during the year ended December 31, 2019. The weighted average grant-date fair value of performance units granted during the years ended December 31, 2021, 2020, and 2019 was $ 30.85 , $ 20.31 , and $ 22.22 per share, respectively.
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Note 14. Earnings Per Common Share
Basic net income (loss) attributable to Trinity Industries, Inc. per common share ("EPS") is computed by dividing net income (loss) attributable to Trinity remaining after allocation to unvested restricted shares by the weighted average number of basic common shares outstanding for the period. Except when the effect would be antidilutive, the calculation of diluted EPS includes the net impact of potentially dilutive common shares. The Company has certain unvested RSAs that participate in dividends on a nonforfeitable basis and are therefore considered to be participating securities. Consequently, diluted net income (loss) attributable to Trinity Industries, Inc. per common share is calculated under both the two-class method and the treasury stock method, and the more dilutive of the two calculations is presented. There were no restricted shares and stock options included in the computation of diluted earnings per common share for the year ended December 31, 2020 as we incurred a loss for the period, and any effect on loss per common share would have been antidilutive.
The following table sets forth the computation of basic and diluted net income (loss) attributable to Trinity Industries, Inc. :
Year Ended December 31,
2021 2020 2019
(in millions, except per share amounts)
Income (loss) from continuing operations $ 39.3 $ ( 250.5 ) $ 122.4
Less: Net loss attributable to noncontrolling interest 0.2 78.9 1.5
Unvested restricted share participation – continuing operations — — ( 1.7 )
Net income (loss) from continuing operations attributable to Trinity Industries, Inc. 39.5 ( 171.6 ) 122.2
Income from discontinued operations, net of income taxes 11.1 24.3 13.7
Gain on sale of discontinued operations, net of income taxes 131.4 — —
Unvested restricted share participation – discontinued operations — — ( 0.1 )
Net income from discontinued operations attributable to Trinity Industries, Inc. 142.5 24.3 13.6
Net income (loss) attributable to Trinity Industries, Inc., including the effect of unvested restricted share participation $ 182.0 $ ( 147.3 ) $ 135.8
Basic weighted average shares outstanding 101.5 115.9 125.6
Effect of dilutive securities 2.3 — 1.7
Diluted weighted average shares outstanding
103.8 115.9 127.3
Basic earnings per common share:
Income (loss) from continuing operations $ 0.39 $ ( 1.48 ) $ 0.98
Income from discontinued operations 1.40 0.21 0.11
Basic net income (loss) attributable to Trinity Industries, Inc. $ 1.79 $ ( 1.27 ) $ 1.09
Diluted earnings per common share:
Income (loss) from continuing operations $ 0.38 $ ( 1.48 ) $ 0.96
Income from discontinued operations 1.37 0.21 0.11
Diluted net income (loss) attributable to Trinity Industries, Inc. $ 1.75 $ ( 1.27 ) $ 1.07
Potentially dilutive securities excluded from EPS calculation:
Antidilutive restricted shares $ 0.1 $ — $ 0.2
Antidilutive stock options $ — $ — $ —
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Note 15. Contingencies
Highway products litigation
We previously reported the filing of a False Claims Act (“FCA”) complaint in the United States District Court for the Eastern District of Texas, Marshall Division (“District Court”) styled Joshua Harman, on behalf of the United States of America, Plaintiff/Relator v. Trinity Industries, Inc., Defendant , Case No. 2:12-cv-00089-JRG (E.D. Tex.). In this case, in which the U.S. Government declined to intervene, the relator, Mr. Joshua Harman, alleged the Company violated the FCA pertaining to sales of the Company's ET Plus. On October 20, 2014, a trial in this case concluded with a jury verdict stating that the Company and its subsidiary, THP, “knowingly made, used or caused to be made or used, a false record or statement material to a false or fraudulent claim," and the District Court entered judgment on the verdict in the total amount of $ 682.4 million.
On September 29, 2017, the United States Court of Appeals for the Fifth Circuit ("Fifth Circuit") reversed the District Court’s $ 682.4 million judgment and rendered judgment as a matter of law in favor of the Company and THP. On January 7, 2019, the United States Supreme Court denied Mr. Harman's petition for certiorari seeking review of the Fifth Circuit's decision. The denial of Mr. Harman's petition ended this action.
Pursuant to the Purchase and Sale Agreement, the Company has agreed to indemnify Rush Hour for certain liabilities related to the highway products business, including those liabilities resulting from or arising out of (a) the proceedings set forth under “State actions” and "Missouri class action" below and (b) any other proceedings to the extent resulting from or arising out of ET Plus systems or specified ET Plus component parts that are both (i) manufactured prior to December 31, 2021, and (ii) sold in the United States on or prior to April 30, 2022, or related warranty obligations with respect thereto.
State actions
Mr. Harman also has separate state qui tam actions currently pending pursuant to: the Virginia Fraud Against Taxpayers Act ( Commonwealth of Virginia ex rel. Joshua M. Harman v. Trinity Industries, Inc. and Trinity Highway Products, LLC , Case No. CL13-698, in the Circuit Court, Richmond, Virginia) and the Massachusetts False Claims Act ( Commonwealth of Massachusetts ex rel. Joshua M. Harman Qui Tam v. Trinity Industries, Inc. and Trinity Highway Products, LLC , Case No. 1484-CV-02364, in the Superior Court Department of the Trial Court) and has sought leave to file an amended complaint in a previously dismissed action pursuant to the New Jersey False Claims Act ( State of New Jersey ex rel. Joshua M. Harman v. Trinity Industries, Inc. and Trinity Highway Products, LLC , Case No.L-1344-14, in the Superior Court of New Jersey Law Division: Mercer County). In each of these cases, Mr. Harman alleged the Company violated the respective states' false claims act pertaining to sales of the ET Plus, and he is seeking damages, civil penalties, attorneys’ fees, costs and interest. Also, the respective states’ Attorneys General filed Notices of Election to Decline Intervention in each of these matters, with the exception of the Commonwealth of Virginia Attorney General, who intervened in the Virginia matter. The Massachusetts action has been scheduled for trial on June 7, 2022, and the Virginia action has been scheduled for trial on April 17, 2023.
In a similar Tennessee state qui tam action filed by Mr. Harman ( State of Tennessee ex rel. Joshua M. Harman v. Trinity Industries, Inc., and Trinity Highway Products, LLC , Case No. 14C2652, in the Circuit Court for Davidson County, Tennessee), on January 10, 2022, the Court granted Trinity’s Motion to Dismiss Harman’s Second Amended Complaint and entered an order dismissing Mr. Harman’s complaint with prejudice. On February 7, 2022, Mr. Harman filed a Notice of Appeal of the trial court's order dismissing the case.
The Company believes these state qui tam lawsuits are without merit and intends to vigorously defend all allegations. Other states could take similar or different actions, and could be considering similar state false claims or other litigation against the Company.
As previously reported, state qui tam actions filed by Mr. Harman in the states of Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Minnesota, Montana, Nevada, Rhode Island, New Jersey, and California were dismissed.
Based on information currently available to the Company and previously disclosed, we currently do not believe that a loss is probable in any one or more of the actions described under "State actions," therefore no accrual has been included in the accompanying Consolidated Financial Statements. Because of the complexity of these actions as well as the current status of certain of these actions, we are not able to estimate a range of possible losses with respect to any one or more of these actions. While the financial impacts of these state actions are currently unknown, they could be material.
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Missouri class action
The Company has been served in a lawsuit filed November 5, 2015, titled Jackson County, Missouri, individually and on behalf of a class of others similarly situated vs. Trinity Industries, Inc. and Trinity Highway Products, LLC , Case No. 1516-CV23684 (Circuit Court of Jackson County, Missouri). The case is being brought by plaintiff for and on behalf of itself and all Missouri counties with a population of 10,000 or more persons, including the City of St. Louis, and the State of Missouri’s transportation authority. The plaintiff alleges that the Company and THP did not disclose design changes to the ET Plus and these allegedly undisclosed design changes made the ET Plus allegedly defective, unsafe, and unreasonably dangerous. The plaintiff alleges product liability negligence, product liability strict liability, and negligently supplying dangerous instrumentality for supplier’s business purposes. The plaintiff seeks compensatory damages, interest, attorneys' fees and costs, and in the alternative plaintiff seeks a declaratory judgment that the ET Plus is defective, the Company’s conduct was unlawful, and class-wide costs and expenses associated with removing and replacing the ET Plus throughout Missouri. On December 6, 2017, the Court granted plaintiff's Motion for Class Certification, certifying a class of Missouri counties with populations of 10,000 or more persons, including the City of St. Louis and the State of Missouri's transportation authority that have or had ET Plus guardrail end terminals with 4-inch wide guide channels installed on roadways they own or maintain. A trial date has been scheduled in this case for April 4, 2022.
The parties are engaging in discussions regarding a potential settlement in an effort to resolve the matter before incurring significant additional legal fees and costs. In accordance with ASC 450, Contingencies , the Company recorded a pre-tax charge of $ 23.9 million ($ 18.3 million, net of income taxes) during the year ended December 31, 2021, which is included in income from discontinued operations, net of income taxes, in our Consolidated Statement of Operations, based on the Company’s assessment that a settlement is probable. However, there is no assurance that a settlement will be reached or, if a settlement is reached, that the charge will represent the amount of the settlement. If a settlement is unable to be reached, the Company will continue to vigorously defend the action. The accrual and related range of reasonably possible loss related to this matter are included in the amounts described below under "Other matters."
Product liability cases
The Company is currently defending product liability lawsuits in several different states that are alleged to involve the ET Plus as well as other products manufactured by THP. These cases are diverse in light of the randomness of collisions in general and the fact that each accident involving a roadside device, such as an end terminal, or any other fixed object along the highway, has its own unique facts and circumstances. The Company carries general liability insurance to mitigate the impact of adverse judgment exposures in these product liability cases. To the extent that the Company believes that a loss is probable with respect to these product liability cases, the accrual for such losses is included in the amounts described below under "Other matters".
Other matters
The Company is involved in claims and lawsuits incidental to our business arising from various matters, including product warranty, personal injury, environmental issues, workplace laws, and various governmental regulations. The Company evaluates its exposure to such claims and suits periodically and establishes accruals for these contingencies when a range of loss can be reasonably estimated. The range of reasonably possible losses for such matters is $ 37.4 million to $ 55.4 million, which includes our rights in indemnity and recourse to third parties of approximately $ 10.3 million, which is recorded in other assets on our Consolidated Balance Sheet as of December 31, 2021. This range includes any amounts related to the Highway Products litigation matters described above in the section titled “Highway products litigation." At December 31, 2021, total accruals of $ 37.8 million, including environmental and workplace matters described below, are included in accrued liabilities in the accompanying Consolidated Balance Sheets. The Company believes any additional liability would not be material to its financial position or results of operations.
Trinity is subject to remedial orders and federal, state, local, and foreign laws and regulations relating to the environment and the workplace. The Company has reserved $ 1.3 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.
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Georgia tornado
On March 26, 2021, a tornado damaged the Company’s rail maintenance facility in Cartersville, Georgia. We have incurred costs related to cleanup and damage remediation activities in order for the facility to resume operations in the second quarter. We believe our insurance coverage is sufficient to cover property damage costs related to the event. Accordingly, at the time the loss was sustained, we recorded an insurance receivable of approximately $ 1.2 million for property damage recoveries, which was collected during the year. As of December 31, 2021, we have received total advanced payments from insurance of approximately $ 17.8 million, which includes $ 8.1 million for reimbursement of cleanup and damage remediation expenditures and the $ 1.2 million insurance receivable described above. We recorded a gain of $ 7.8 million for insurance recoveries received in excess of the net book value of assets destroyed, net of the applicable deductible, which is included in the gains on dispositions of other property line in our Consolidated Statements of Operations. As of December 31, 2021, we have utilized $ 4.9 million of the advanced payments from insurance towards new capital expenditures in support of the reconstruction efforts. Any additional property damage insurance proceeds received in excess of the net book value of property lost and related cleanup costs will be accounted for as gains in future quarters.
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Note 16. Selected Quarterly Financial Data (Unaudited)
Three Months Ended
March 31, 2021
June 30, 2021
September 30,
2021
December 31, 2021
(in millions, except per share data)
Revenues:
Manufacturing $ 147.4 $ 108.3 $ 234.5 $ 291.2
Leasing 183.3 185.0 185.3 181.0
330.7 293.3 419.8 472.2
Operating costs:
Costs of revenues:
Manufacturing 149.6 99.6 238.8 281.9
Leasing 96.7 102.5 98.6 93.8
246.3 202.1 337.4 375.7
Selling, engineering, and administrative expenses 44.7 46.2 45.8 42.9
Gains on dispositions of property 11.5 12.1 41.6 13.0
Restructuring activities, net ( 0.3 ) ( 0.7 ) ( 0.1 ) ( 2.6 )
Operating profit 51.5 57.8 78.3 69.2
Other expense 52.5 63.5 44.5 41.1
Income (loss) from continuing operations before income taxes ( 1.0 ) ( 5.7 ) 33.8 28.1
Provision (benefit) for income taxes 4.0 ( 2.9 ) 8.3 6.5
Income (loss) from continuing operations ( 5.0 ) ( 2.8 ) 25.5 21.6
Income (loss) from discontinued operations, net of income taxes 6.3 7.6 10.4 ( 13.2 )
Gain on sale of discontinued operations, net of income taxes — — — 131.4
Net income 1.3 4.8 35.9 139.8
Net income (loss) attributable to noncontrolling interest
( 2.0 ) ( 7.9 ) 3.9 5.8
Net income attributable to Trinity Industries, Inc. $ 3.3 $ 12.7 $ 32.0 $ 134.0
Basic earnings per common share (1) :
Income (loss) from continuing operations $ ( 0.03 ) $ 0.05 $ 0.22 $ 0.16
Income from discontinued operations 0.06 0.07 0.11 1.23
Basic net income attributable to Trinity Industries, Inc. $ 0.03 $ 0.12 $ 0.33 $ 1.39
Diluted earnings per common share (1) :
Income (loss) from continuing operations $ ( 0.03 ) $ 0.05 $ 0.22 $ 0.16
Income from discontinued operations 0.06 0.07 0.11 1.21
Diluted net income attributable to Trinity Industries, Inc. $ 0.03 $ 0.12 $ 0.33 $ 1.37
(1) The sum of the quarters may not necessarily be equal to the full year net income per common share amount.
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Three Months Ended
March 31, 2020
June 30, 2020
September 30, 2020
December 31, 2020
(in millions, except per share data)
Revenues:
Manufacturing $ 317.2 $ 247.3 $ 213.1 $ 170.6
Leasing 236.1 192.6 183.7 189.1
553.3 439.9 396.8 359.7
Operating costs:
Costs of revenues:
Manufacturing 301.0 241.6 202.5 164.9
Leasing 138.6 102.9 86.4 89.5
439.6 344.5 288.9 254.4
Selling, engineering, and administrative expenses 50.6 48.6 42.9 47.5
Gains on dispositions of property 9.6 6.6 3.7 0.1
Impairment of long-lived assets (1)
— 369.4 — 27.0
Restructuring activities, net 5.4 0.3 4.7 0.5
Operating profit (loss) 67.3 ( 316.3 ) 64.0 30.4
Other expense (2)
58.1 52.3 53.7 205.9
Income (loss) from continuing operations before income taxes 9.2 ( 368.6 ) 10.3 ( 175.5 )
Provision (benefit) for income taxes ( 149.1 ) ( 74.0 ) ( 8.7 ) ( 42.3 )
Income (loss) from continuing operations 158.3 ( 294.6 ) 19.0 ( 133.2 )
Income from discontinued operations, net of income taxes 4.0 6.8 6.9 6.6
Net income (loss) 162.3 ( 287.8 ) 25.9 ( 126.6 )
Net income (loss) attributable to noncontrolling interest 0.6 ( 80.9 ) 0.8 0.6
Net income (loss) attributable to Trinity Industries, Inc. $ 161.7 $ ( 206.9 ) $ 25.1 $ ( 127.2 )
Basic earnings per common share (3) :
Income (loss) from continuing operations $ 1.32 $ ( 1.82 ) $ 0.15 $ ( 1.19 )
Income from discontinued operations 0.04 0.06 0.06 0.06
Basic net income (loss) attributable to Trinity Industries, Inc. $ 1.36 $ ( 1.76 ) $ 0.21 $ ( 1.13 )
Diluted earnings per common share (3) :
Income (loss) from continuing operations $ 1.30 $ ( 1.82 ) $ 0.15 $ ( 1.19 )
Income from discontinued operations 0.03 0.06 0.06 0.06
Diluted net income (loss) attributable to Trinity Industries, Inc. $ 1.33 $ ( 1.76 ) $ 0.21 $ ( 1.13 )
(1) Impairment of long-lived assets during the three months ended June 30, 2020 relates to our small cube covered hopper railcars. See Note 11 for further information.
(2) Other expense during the three months ended December 31, 2020 includes $ 151.5 million related to the settlement of our Pension Plan. See Note 10 for further information.
(3) The sum of the quarters may not necessarily be equal to the full year net income per common share amount.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.