Earnings Per Common Share

Basic net income attributable to Trinity Industries, Inc. per common share is computed by dividing net income attributable to Trinity remaining after allocation to unvested restricted shares by the weighted average number of basic unrestricted common shares outstanding for the period. Except when the effect would be antidilutive, the calculation of diluted net income attributable to Trinity per common share includes 1) the net impact of unvested restricted shares and shares that could be issued under outstanding stock options and 2) the incremental shares calculated by dividing the value of the conversion obligation in excess of the Convertible Subordinated Notes' aggregate principal amount by the average price of the Company's common stock during the period. The effect of the Convertible Subordinated Notes was antidilutive for the three and six months ended June 30, 2013. Total weighted average restricted shares and antidilutive stock options were 7.7 million shares and 7.9 million shares for the three and six months ended June 30, 2014, respectively. Total weighted average restricted shares and antidilutive stock options were 7.1 million shares and 6.7 million shares for the three and six months ended June 30, 2013, respectively.

The computation of basic and diluted net income attributable to Trinity Industries, Inc. follows.



	Three Months Ended June 30, 2014						Three Months Ended June 30, 2013
	Income (Loss)			Average Shares	EPS		Income (Loss)			Average Shares	EPS
	(in millions, except per share amounts)
Net income from continuing operations	$	173.3					$	89.2
Less: net income from continuing operations attributable to noncontrolling interest	8.9						4.2
Net income from continuing operations attributable to Trinity Industries, Inc.	164.4						85.0
Unvested restricted share participation	(5.5		)				(2.7		)
Net income from continuing operations attributable to Trinity Industries, Inc. – basic	158.9			151.0	$	1.05	82.3			154.0	$	0.53
Effect of dilutive securities:
Stock options	—			0.1			—			0.1
Convertible subordinated notes	0.2			6.3			—			—
Net income from continuing operations attributable to Trinity Industries, Inc. – diluted	$	159.1		157.4	$	1.01	$	82.3		154.1	$	0.53

Net income (loss) from discontinued operations, net of taxes	$	(0.2	)				$	(1.0	)
Unvested restricted share participation	—						—
Net income (loss) from discontinued operations, net of taxes – basic	(0.2		)	151.0	$	—	(1.0		)	154.0	$	(0.01	)
Effect of dilutive securities:
Stock options	—			0.1			—			0.1
Convertible subordinated notes	—			6.3			—			—
Net income (loss) from discontinued operations, net of taxes – diluted	$	(0.2	)	157.4	$	—	$	(1.0	)	154.1	$	(0.01	)



	Six Months Ended June 30, 2014						Six Months Ended June 30, 2013
	Income (Loss)			Average Shares	EPS		Income (Loss)			Average Shares	EPS
	(in millions, except per share amounts)
Net income from continuing operations	$	406.6					$	161.4
Less: net income from continuing operations attributable to noncontrolling interest	15.5						3.9
Net income from continuing operations attributable to Trinity Industries, Inc.	391.1						157.5
Unvested restricted share participation	(13.3		)				(5.0		)
Net income from continuing operations attributable to Trinity Industries, Inc. – basic	377.8			150.5	$	2.51	152.5			154.0	$	0.99
Effect of dilutive securities:
Stock options	—			0.1			—			0.2
Convertible subordinated notes	0.4			5.0			—			—
Net income from continuing operations attributable to Trinity Industries, Inc. – diluted	$	378.2		155.6	$	2.43	$	152.5		154.2	$	0.99

Net income (loss) from discontinued operations, net of taxes	$	(0.5	)				$	5.6
Unvested restricted share participation	—						(0.2		)
Net income (loss) from discontinued operations, net of taxes – basic	(0.5		)	150.5	$	—	5.4			154.0	$	0.04
Effect of dilutive securities:
Stock options	—			0.1			—			0.2
Convertible subordinated notes	—			5.0			—			—
Net income (loss) from discontinued operations, net of taxes – diluted	$	(0.5	)	155.6	$	—	$	5.4		154.2	$	0.04