TRINITY INDUSTRIES INC 10-Q

Item 1. Financial Statements Trinity Industries, Inc. and Subsidiaries Consolidated Statements of Operations (unaudited) Three Months Ended March 31, 2022 2021 (in millions, except per share amounts) Revenues: Manufacturing $ 289.8 $ 147.4 Leasing 182.9 183.3 472.7 330.7 Operating costs: Cost of revenues: Manufacturing 295.6 149.6 Leasing 102.9 96.7 398.5 246.3 Selling, engineering, and administrative expenses: Manufacturing 9.7 8.6 Leasing 12.8 11.3 Other 22.2 24.8 44.7 44.7 Gains on dispositions of property: Lease portfolio sales 11.8 1.7 Other 13.5 9.8 25.3 11.5 Restructuring activities, net — ( 0.3 ) Total operating profit 54.8 51.5 Other (income) expense: Interest expense, net 43.5 51.3 Other, net ( 1.6 ) 1.2 41.9 52.5 Income (loss) from continuing operations before income taxes 12.9 ( 1.0 ) Provision (benefit) for income taxes: Current 1.8 4.7 Deferred 1.2 ( 0.7 ) 3.0 4.0 Income (loss) from continuing operations 9.9 ( 5.0 ) Income (loss) from discontinued operations, net of provision (benefit) for income taxes of $( 2.0 ) and $ 2.3 ( 6.9 ) 6.3 Loss on sale of discontinued operations, net of benefit for income taxes of $ 0.4 and $ — ( 1.1 ) — Net income 1.9 1.3 Net income (loss) attributable to noncontrolling interest 2.6 ( 2.0 ) Net income (loss) attributable to Trinity Industries, Inc. $ ( 0.7 ) $ 3.3 Basic earnings per common share: Income (loss) from continuing operations $ 0.09 $ ( 0.03 ) Income (loss) from discontinued operations ( 0.10 ) 0.06 Basic net income (loss) attributable to Trinity Industries, Inc. $ ( 0.01 ) $ 0.03 Diluted earnings per common share: Income (loss) from continuing operations $ 0.09 $ ( 0.03 ) Income (loss) from discontinued operations ( 0.10 ) 0.06 Diluted net income (loss) attributable to Trinity Industries, Inc. $ ( 0.01 ) $ 0.03 Weighted average number of shares outstanding: Basic 82.9 110.2 Diluted 85.5 110.2 See accompanying notes to Consolidated Financial Statements. 3 Table of Contents Trinity Industries, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) (unaudited) Three Months Ended March 31, 2022 2021 (in millions) Net income $ 1.9 $ 1.3 Other comprehensive income (loss): Derivative financial instruments: Unrealized gains arising during the period, net of tax expense of $ 4.4 and $ 2.0 14.7 6.2 Reclassification adjustments for (gains) losses included in net income, net of tax benefit of $ 0.9 and $ 0.9 2.5 ( 0.9 ) Defined benefit plans: Amortization of net actuarial losses, net of tax benefit of $ — and $ — 0.1 0.1 17.3 5.4 Comprehensive income 19.2 6.7 Less: comprehensive income (loss) attributable to noncontrolling interest 2.8 ( 1.7 ) Comprehensive income attributable to Trinity Industries, Inc. $ 16.4 $ 8.4 See accompanying notes to Consolidated Financial Statements. 4 Table of Contents Trinity Industries, Inc. and Subsidiaries Consolidated Balance Sheets March 31, 2022 December 31, 2021 (unaudited) (in millions) ASSETS Cash and cash equivalents $ 143.2 $ 167.3 Receivables, net of allowance 190.1 227.6 Income tax receivable 4.7 5.4 Inventories: Raw materials and supplies 342.9 278.4 Work in process 137.8 91.6 Finished goods 27.7 62.9 508.4 432.9 Restricted cash, including partially-owned subsidiaries of $ 59.6 and $ 58.6 208.2 135.1 Property, plant, and equipment, at cost, including partially-owned subsidiaries of $ 1,926.6 and $ 1,927.7 9,106.8 9,105.6 Less accumulated depreciation, including partially-owned subsidiaries of $ 580.1 and $ 568.4 ( 2,303.2 ) ( 2,258.7 ) 6,803.6 6,846.9 Goodwill 154.2 154.2 Other assets 278.8 266.5 Total assets $ 8,291.2 $ 8,235.9 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $ 237.5 $ 206.4 Accrued liabilities 271.3 307.4 Debt: Recourse 448.8 398.7 Non-recourse: Wholly-owned subsidiaries 3,570.9 3,555.8 Partially-owned subsidiaries 1,207.8 1,216.1 5,227.5 5,170.6 Deferred income taxes 1,110.6 1,106.8 Other liabilities 148.7 147.9 Total liabilities 6,995.6 6,939.1 Preferred stock – 1.5 shares authorized and unissued — — Common stock – 400.0 shares authorized 0.8 0.8 Capital in excess of par value 5.3 — Retained earnings 1,026.6 1,046.6 Accumulated other comprehensive income (loss) 0.1 ( 17.0 ) Treasury stock ( 0.8 ) ( 0.6 ) 1,032.0 1,029.8 Noncontrolling interest 263.6 267.0 Total stockholders' equity 1,295.6 1,296.8 Total liabilities and stockholders' equity $ 8,291.2 $ 8,235.9 See accompanying notes to Consolidated Financial Statements. 5 Table of Contents Trinity Industries, Inc. and Subsidiaries Consolidated Statements of Cash Flows (unaudited) Three Months Ended March 31, 2022 2021 (in millions) Operating activities: Net income $ 1.9 $ 1.3 (Income) loss from discontinued operations, net of income taxes 6.9 ( 6.3 ) Loss on sale of discontinued operations, net of income taxes 1.1 — Adjustments to reconcile net income to net cash provided by operating activities – continuing operations: Depreciation and amortization 66.9 64.6 Stock-based compensation expense 5.1 5.1 Provision (benefit) for deferred income taxes 1.2 ( 0.7 ) Net gains on lease portfolio sales ( 10.5 ) ( 1.7 ) Gains on dispositions of property and other assets ( 8.4 ) ( 10.5 ) Gains on insurance recoveries from property damage ( 6.4 ) — Non-cash interest expense 3.3 3.0 Other 0.5 5.4 Changes in operating assets and liabilities: (Increase) decrease in receivables 37.5 12.1 (Increase) decrease in income tax receivable 0.7 1.2 (Increase) decrease in inventories ( 75.5 ) 8.7 (Increase) decrease in other assets ( 4.8 ) 6.4 Increase (decrease) in accounts payable 26.6 ( 3.5 ) Increase (decrease) in accrued liabilities ( 18.3 ) ( 11.3 ) Increase (decrease) in other liabilities 0.7 ( 4.5 ) Net cash provided by operating activities – continuing operations 28.5 69.3 Net cash provided by (used in) operating activities – discontinued operations ( 8.0 ) 0.4 Net cash provided by operating activities 20.5 69.7 Investing activities: Proceeds from dispositions of property and other assets 15.6 19.8 Proceeds from lease portfolio sales 71.1 17.3 Capital expenditures – leasing ( 84.6 ) ( 107.9 ) Capital expenditures – manufacturing and other ( 2.3 ) ( 7.4 ) Acquisitions, net of cash acquired — ( 16.6 ) Other — ( 0.1 ) Net cash used in investing activities – continuing operations ( 0.2 ) ( 94.9 ) Net cash used in investing activities – discontinued operations — ( 1.1 ) Net cash used in investing activities ( 0.2 ) ( 96.0 ) Financing activities: Payments to retire debt ( 73.0 ) ( 185.3 ) Proceeds from issuance of debt 127.2 327.7 Shares repurchased — ( 35.7 ) Dividends paid to common shareholders ( 19.1 ) ( 23.2 ) Purchase of shares to satisfy employee tax on vested stock ( 0.2 ) ( 0.1 ) Distributions to noncontrolling interest ( 6.2 ) — Net cash provided by financing activities 28.7 83.4 Net increase in cash, cash equivalents, and restricted cash 49.0 57.1 Cash, cash equivalents, and restricted cash at beginning of period 302.4 228.4 Cash, cash equivalents, and restricted cash at end of period $ 351.4 $ 285.5 See accompanying notes to Consolidated Financial Statements. 6 Table of Contents Trinity Industries, Inc. and Subsidiaries Consolidated Statements of Stockholders' Equity (unaudited) Common Stock Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive Income (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, 2021 83.3 $ 0.8 $ — $ 1,046.6 $ ( 17.0 ) — $ ( 0.6 ) $ 1,029.8 $ 267.0 $ 1,296.8 Net income (loss) — — — ( 0.7 ) — — — ( 0.7 ) 2.6 1.9 Other comprehensive income — — — — 17.1 — — 17.1 0.2 17.3 Cash dividends declared on common stock (1) — — — ( 19.3 ) — — — ( 19.3 ) — ( 19.3 ) Stock-based compensation expense — — 5.1 — — — — 5.1 — 5.1 Settlement of share-based awards, net — — 0.2 — — — ( 0.2 ) — — — Distributions to noncontrolling interest — — — — — — — — ( 6.2 ) ( 6.2 ) Balances at March 31, 2022 83.3 $ 0.8 $ 5.3 $ 1,026.6 $ 0.1 — $ ( 0.8 ) $ 1,032.0 $ 263.6 $ 1,295.6 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, 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) — — — 3.3 — — — 3.3 ( 2.0 ) 1.3 Other comprehensive income — — — — 5.1 — — 5.1 0.3 5.4 Cash dividends declared on common stock (1) — — — ( 23.3 ) — — — ( 23.3 ) — ( 23.3 ) Stock-based compensation expense — — 5.1 — — — — 5.1 — 5.1 Settlement of share-based awards, net — — 1.0 — — — ( 0.8 ) 0.2 — 0.2 Shares repurchased — — — — — ( 1.3 ) ( 36.8 ) ( 36.8 ) — ( 36.8 ) Balances at March 31, 2021 111.2 $ 1.1 $ 6.1 $ 1,749.4 $ ( 25.8 ) ( 1.4 ) $ ( 38.4 ) $ 1,692.4 $ 275.5 $ 1,967.9 (1) Dividends of $ 0.23 and $ 0.21 per common share for the three months ended March 31, 2022 and 2021, respectively. See accompanying notes to Consolidated Financial Statements. 7 Table of Contents Trinity Industries, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) Note 1. Summary of Significant Accounting Policies Basis of Presentation The foregoing Consolidated Financial Statements are unaudited and have been prepared from the books and records of Trinity Industries, Inc. and its consolidated subsidiaries (“Trinity,” “Company,” “we,” “our,” or "us") including the accounts of our wholly-owned subsidiaries and partially-owned subsidiaries, TRIP Rail Holdings LLC (“TRIP Holdings”) and RIV 2013 Rail Holdings LLC ("RIV 2013"), in which we have a controlling interest. In our opinion, all normal and recurring adjustments necessary for a fair presentation of our financial position as of March 31, 2022, and the results of operations and cash flows for the three months ended March 31, 2022 and 2021, have been made in conformity with generally accepted accounting principles. All significant intercompany accounts and transactions have been eliminated. Certain prior year balances have been reclassified to conform to the 2022 presentation. Due to seasonal and other factors, including the ongoing impacts of the coronavirus pandemic (“COVID-19”), the results of operations for the three months ended March 31, 2022 may not be indicative of expected results of operations for the year ending December 31, 2022. These interim financial statements and notes are condensed as permitted by the instructions to Form 10-Q and should be read in conjunction with our audited Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2021. 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. We concluded that the sale of THP represented a strategic shift that will 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 Quarterly Report on Form 10-Q. 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. See "Lease Accounting" below for additional information regarding sales-type leases as of March 31, 2022. We had no sales-type leases as of December 31, 2021. 8 Table of Contents We report all sales of railcars from the lease fleet and selling profit or loss associated with sales-type leases 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. 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 related to new railcars 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. Revenue is recognized over time as repair and maintenance projects and sustainable railcar conversions 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 $ 12.9 million and $ 4.5 million as of March 31, 2022 and December 31, 2021, respectively, related to unbilled revenues recognized on repair and maintenance services and sustainable railcar conversions 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 March 31, 2022 and the percentage of the outstanding performance obligations as of March 31, 2022 expected to be delivered during the remainder of 2022: Unsatisfied performance obligations at March 31, 2022 Total Amount Percent expected to be delivered in 2022 (in millions) Rail Products Group: New railcars: External customers $ 1,209.3 Leasing Group 686.1 $ 1,895.4 59.5 % Sustainable railcar conversions $ 128.2 95.6 % Maintenance services $ 2.2 100.0 % Railcar Leasing and Management Services Group $ 69.8 17.8 % 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. 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 March 31, 2022, we had no material finance leases in which we were the lessee. As applicable, the lease liability is reduced by the amount of lease incentives that have not yet been reimbursed by the lessor. 9 Table of Contents The following table summarizes the impact of our operating leases on our Consolidated Financial Statements (in millions, except lease term and discount rate): Three Months Ended March 31, 2022 2021 Consolidated Statements of Operations Operating lease expense $ 4.2 $ 3.5 Short-term lease expense $ 0.1 $ — Consolidated Statements of Cash Flows Cash flows from operating activities $ 4.2 $ 3.5 Right-of-use assets recognized in exchange for new lease liabilities $ 11.1 $ 11.0 March 31, 2022 December 31, 2021 Consolidated Balance Sheets Right-of-use assets (1) $ 88.5 $ 82.8 Lease liabilities (2) $ 112.3 $ 106.3 Weighted average remaining lease term 10.4 years 10.8 years Weighted average discount rate 2.9 % 3.0 % (1) Included in other assets in our Consolidated Balance Sheets. (2) 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 Remaining nine months of 2022 $ 9.2 $ 5.7 $ 14.9 2023 10.5 7.2 17.7 2024 7.0 6.3 13.3 2025 5.2 5.6 10.8 2026 4.9 5.2 10.1 Thereafter 7.6 56.7 64.3 Total operating lease payments $ 44.4 $ 86.7 $ 131.1 Less: Present value adjustment ( 18.8 ) Total operating lease liabilities $ 112.3 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 March 31, 2022, non-Leasing Group operating leases were not significant, and we had 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. 10 Table of Contents The following table summarizes the impact of our leases on our Consolidated Statements of Operations: Three Months Ended March 31, 2022 2021 (in millions) Operating lease revenues $ 163.6 $ 163.0 Variable operating lease revenues $ 13.2 $ 13.4 Interest income on sales-type lease receivables $ 0.1 $ — Profit recognized at sales-type lease commencement (1) $ 1.3 $ — (1) Included in gains on dispositions of property – lease portfolio sales on our Consolidated Statements of Operations. Future contractual minimum revenues for operating leases will mature as follows (in millions) (1) : Remaining nine months of 2022 $ 421.4 2023 436.7 2024 330.0 2025 237.3 2026 157.0 Thereafter 283.2 Total $ 1,865.6 (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. Future contractual minimum lease receivables for sales-type leases will mature as follows (in millions) (1) : Remaining nine months of 2022 $ 0.8 2023 1.1 2024 1.1 2025 1.1 2026 1.1 Thereafter 11.0 Total 16.2 Less: Unearned interest income ( 5.5 ) Net investment in sales-type leases (1) $ 10.7 (1) Included in other assets in our Consolidated Balance Sheets. 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. 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. 11 Table of Contents 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. During the three months ended March 31, 2022, we recognized approximately $ 0.5 million of credit loss expense and wrote off $ 1.0 million related to our trade receivables that are in the scope of ASC 326, Financial Instruments – Credit Losses, bringing the allowance for credit losses balance from $ 10.5 million at December 31, 2021 to $ 10.0 million at March 31, 2022. This balance excludes the general reserve for operating lease receivables that is permitted under ASC 450, Contingencies . 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. There was no acquisition activity for the three months ended March 31, 2022. Goodwill As of both March 31, 2022 and December 31, 2021, the carrying amount of our goodwill totaled $ 154.2 million, which is primarily attributable to the Rail Products Group. 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 three months ended March 31, 2022 and 2021 are as follows: Three Months Ended March 31, 2022 2021 (in millions) Beginning balance $ 3.1 $ 11.3 Warranty costs incurred ( 1.2 ) ( 0.5 ) Warranty originations and revisions 1.6 ( 3.7 ) Warranty expirations ( 0.3 ) ( 0.2 ) Ending balance $ 3.2 $ 6.9 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. During the three months ended March 31, 2022, we recorded a loss of $ 1.5 million ($ 1.1 million, net of income taxes) related to additional transaction costs incurred in the period. We concluded that the sale of THP represented a strategic shift that will 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 Quarterly Report on Form 10-Q. 12 Table of Contents In connection with the sale, Trinity and Rush Hour entered into various agreements to effect the transaction and provide a framework for their relationship after the separation, including a purchase and sale agreement, a transition services agreement, and a lease agreement. The transition services 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. Similar expenses incurred during the three months ended March 31, 2022 and that may be incurred in the future related to these retained obligations will likewise be reported in discontinued operations. See Note 14 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 (loss) from discontinued operations for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 (in millions) Revenues $ — $ 68.1 Cost of revenues — 49.5 Selling, engineering, and administrative expenses 8.9 10.0 Income (loss) from discontinued operations before income taxes ( 8.9 ) 8.6 Provision (benefit) for income taxes ( 2.0 ) 1.9 Income (loss) from discontinued operations, net of income taxes $ ( 6.9 ) $ 6.7 Other discontinued operations In addition to the THP operating results above, a loss of $ 0.4 million included in income (loss) from discontinued operations, net of income taxes for the three months ended March 31, 2021 related to the spin-off of Arcosa, Inc. Note 3. Derivative Instruments and Fair Value Accounting 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 income or loss ("AOCI") 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. 13 Table of Contents Interest Rate Hedges Included in accompanying balance sheet at March 31, 2022 AOCI – loss/(income) Notional Amount Interest Rate (1) Asset/(Liability) Controlling Interest Noncontrolling Interest ($ in millions) Expired hedges: 2018 secured railcar equipment notes $ 249.3 4.41 % $ — $ 0.6 $ — TRIP Holdings warehouse loan $ 788.5 3.60 % $ — $ 0.4 $ 0.5 2017 promissory notes – interest rate cap $ 169.3 3.00 % $ — $ ( 0.3 ) $ — Open hedge: 2017 promissory notes – interest rate swap $ 454.7 2.66 % $ ( 0.7 ) $ 0.2 $ — (1) Weighted average fixed interest rate, except for the interest rate cap on the 2017 promissory notes . Effect on interest expense – increase/(decrease) Three Months Ended March 31, Expected effect during next twelve months 2022 2021 (in millions) Expired hedges: 2018 secured railcar equipment notes $ — $ 0.1 $ 0.2 TRIP Holdings warehouse loan $ 0.4 $ 0.5 $ 0.9 2017 promissory notes – interest rate cap $ — $ — $ ( 0.1 ) Open hedge (1) : 2017 promissory notes – interest rate swap $ 2.8 $ 3.1 $ 11.2 (1) Based on the fair value of open hedges as of March 31, 2022. 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 March 31, 2022 Effect on cost of revenues – increase/(decrease) Notional Amount Asset/ (Liability) AOCI – loss/(income) Three Months Ended March 31, Expected effect during next twelve months (1) 2022 2021 (in millions) $ 35.0 $ 1.4 $ ( 1.5 ) $ 0.2 $ ( 3.7 ) $ ( 1.5 ) (1) Based on the fair value of open hedges as of March 31, 2022. 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. 14 Table of Contents 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 March 31, 2022 December 31, 2021 (in millions) Assets: Cash equivalents $ 80.5 $ 11.4 Restricted cash 208.2 135.1 Total assets $ 288.7 $ 146.5 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 March 31, 2022 December 31, 2021 (in millions) Assets: Foreign currency hedge (1) $ 1.4 $ — Total assets $ 1.4 $ — Liabilities: Interest rate hedge (2) $ 0.7 $ 21.0 Foreign currency hedge (2) — 0.1 Total liabilities $ 0.7 $ 21.1 (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 March 31, 2022 and December 31, 2021, we have no assets measured as Level 3 in the fair value hierarchy. 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. 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 restructuring activities when evaluating segment operating results; therefore, restructuring activities are not allocated to segment profit or loss. 15 Table of Contents 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). We operate principally in North America. Three Months Ended March 31, 2022 Railcar Leasing and Management Services Group Rail Products Group Eliminations – Lease Subsidiary Eliminations – Other Consolidated Total External revenue $ 182.9 $ 289.8 $ — $ — $ 472.7 Intersegment revenue 0.2 101.3 ( 101.3 ) ( 0.2 ) — Total revenues $ 183.1 $ 391.1 $ ( 101.3 ) $ ( 0.2 ) $ 472.7 Three Months Ended March 31, 2021 Railcar Leasing and Management Services Group Rail Products Group Eliminations – Lease Subsidiary Eliminations – Other Consolidated Total External revenue $ 183.3 $ 147.4 $ — $ — $ 330.7 Intersegment revenue 0.2 113.6 ( 111.3 ) ( 2.5 ) — Total revenues $ 183.5 $ 261.0 $ ( 111.3 ) $ ( 2.5 ) $ 330.7 The reconciliation of segment operating profit to consolidated net income is as follows: Three Months Ended March 31, 2022 2021 (in millions) Operating profit: Railcar Leasing and Management Services Group $ 79.8 $ 78.3 Rail Products Group 0.8 ( 8.8 ) Segment Totals 80.6 69.5 Corporate and other ( 15.7 ) ( 16.1 ) Restructuring activities, net — 0.3 Eliminations – Lease Subsidiary ( 8.8 ) ( 1.8 ) Eliminations – Other ( 1.3 ) ( 0.4 ) Consolidated operating profit 54.8 51.5 Other (income) expense 41.9 52.5 Provision (benefit) for income taxes 3.0 4.0 Income (loss) from discontinued operations, net of income taxes ( 6.9 ) 6.3 Loss on sale of discontinued operations, net of income taxes ( 1.1 ) — Net income $ 1.9 $ 1.3 16 Table of Contents Note 5. Partially-Owned Leasing Subsidiaries Through our wholly-owned subsidiary, Trinity Industries Leasing Company ("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 March 31, 2022, the carrying value of our investment in TRIP Holdings and RIV 2013 totaled $ 139.8 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") and TRIP Railcar Co. LLC ("TRIP Railcar Co."). RIV 2013 has a wholly owned-subsidiary known as TRP 2021 LLC ("TRP-2021"). 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, Inc. (“Wafra”), a global alternative investment manager, announced a new railcar investment vehicle (“RIV”) program between Trinity and certain funds managed by Wafra (“Wafra Funds”). As part of this program, a joint venture was formed, Signal Rail Holdings LLC (“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. Upon consideration under the variable interest entity (“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 determined that 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. 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 March 31, 2022, the carrying value of TILC’s equity investment in Signal Rail was $ 6.4 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. 17 Table of Contents 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: March 31, 2022 Wholly- Owned Subsidiaries Partially-Owned Subsidiaries Total Leasing Group Eliminations – Lease Subsidiary (1) Adjusted Total Leasing Group (in millions) Cash and cash equivalents $ 2.7 $ — $ 2.7 $ — $ 2.7 Accounts receivable 81.6 10.1 91.7 — 91.7 Property, plant, and equipment, net 5,678.7 1,555.5 7,234.2 ( 776.9 ) 6,457.3 Restricted cash 148.6 59.6 208.2 — 208.2 Other assets 84.4 2.0 86.4 — 86.4 Total assets $ 5,996.0 $ 1,627.2 $ 7,623.2 $ ( 776.9 ) $ 6,846.3 Accounts payable and accrued liabilities $ 97.7 $ 28.9 $ 126.6 $ — $ 126.6 Debt, net 3,570.9 1,207.8 4,778.7 — 4,778.7 Deferred income taxes 1,103.3 0.9 1,104.2 ( 185.4 ) 918.8 Other liabilities 42.6 — 42.6 — 42.6 Total liabilities 4,814.5 1,237.6 6,052.1 ( 185.4 ) 5,866.7 Noncontrolling interest — 263.6 263.6 — 263.6 Total Equity $ 1,181.5 $ 126.0 $ 1,307.5 $ ( 591.5 ) $ 716.0 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 (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. 18 Table of Contents Three Months Ended March 31, 2022 2021 Percent ($ in millions) Change Revenues: Leasing and management $ 183.1 $ 183.5 ( 0.2 ) % Operating profit (1) : Leasing and management $ 68.0 $ 76.6 ( 11.2 ) % Lease portfolio sales (2) 11.8 1.7 * Total operating profit $ 79.8 $ 78.3 1.9 % Total operating profit margin 43.6 % 42.7 % Leasing and management operating profit margin 37.1 % 41.7 % Selected expense information: Depreciation (3) $ 57.2 $ 54.6 4.8 % Maintenance and compliance $ 29.2 $ 25.6 14.1 % Rent and ad valorem taxes $ 5.0 $ 4.6 8.7 % Selling, engineering, and administrative expenses $ 12.8 $ 11.3 13.3 % Interest $ 38.7 $ 45.7 ( 15.3 ) % * Not meaningful (1) 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 profit 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. (2) Includes $ 1.3 million selling profit associated with sales-type leases for the three months ended March 31, 2022. (3) Depreciation expense increased $ 2.2 million for the three months ended March 31, 2022 as a result of the disposal of certain railcar components associated with our sustainable railcar conversion program. Information related to lease portfolio sales is as follows: Three Months Ended March 31, 2022 2021 ($ in millions) Lease portfolio sales $ 71.1 $ 17.3 Operating profit on lease portfolio sales (1) $ 10.5 $ 1.7 Operating profit margin on lease portfolio sales 14.8 % 9.8 % (1) Excludes $ 1.3 million selling profit associated with sales-type leases for the three months ended March 31, 2022. 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: Remaining nine months of 2022 2023 2024 2025 2026 Thereafter Total (in millions) Future contractual minimum rental revenues $ 415.2 $ 431.3 $ 327.2 $ 235.4 $ 155.8 $ 283.1 $ 1,848.0 Debt. Wholly-owned subsidiaries. The Leasing Group’s debt at March 31, 2022 consisted primarily of non-recourse debt. As of March 31, 2022, Trinity’s wholly-owned subsidiaries included in the Leasing Group held equipment with a net book value of $ 4,896.5 million, which is pledged solely as collateral for Leasing Group debt held by those subsidiaries. The net book value of unpledged equipment at March 31, 2022 was $ 770.7 million. See Note 8 for more information regarding the Leasing Group debt. 19 Table of Contents 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 $ 1,101.3 million, which is pledged solely as collateral for the TRIP Holdings' debt held by its subsidiaries. TRP-2021 equipment with a net book value of $ 454.2 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: Remaining nine months of 2022 2023 2024 2025 2026 Thereafter Total (in millions) Future operating lease obligations $ 9.1 $ 10.4 $ 6.9 $ 5.2 $ 4.9 $ 7.6 $ 44.1 Future contractual minimum rental revenues $ 6.2 $ 5.4 $ 2.8 $ 1.9 $ 1.2 $ 0.1 $ 17.6 Operating lease obligations totaling $ 1.6 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 $ 0.3 million, which is excluded from the table above. Note 7. Property, Plant, and Equipment The following table summarizes the components of property, plant, and equipment: March 31, 2022 December 31, 2021 (in millions) Manufacturing/Corporate: Land $ 16.3 $ 17.4 Buildings and improvements 376.9 377.4 Machinery and other 413.3 415.1 Construction in progress 22.3 18.1 828.8 828.0 Less: accumulated depreciation ( 482.5 ) ( 478.7 ) 346.3 349.3 Leasing: Wholly-owned subsidiaries: Machinery and other 21.5 20.7 Equipment on lease 7,066.8 7,061.3 7,088.3 7,082.0 Less: accumulated depreciation ( 1,409.6 ) ( 1,375.9 ) 5,678.7 5,706.1 Partially-owned subsidiaries: Equipment on lease 2,241.8 2,242.9 Less: accumulated depreciation ( 686.3 ) ( 672.3 ) 1,555.5 1,570.6 Deferred profit on railcars sold to the Leasing Group ( 1,052.1 ) ( 1,047.3 ) Less: accumulated amortization 275.2 268.2 ( 776.9 ) ( 779.1 ) $ 6,803.6 $ 6,846.9 20 Table of Contents Note 8. Debt The carrying amounts of our long-term debt are as follows: March 31, 2022 December 31, 2021 (in millions) Corporate – Recourse: Revolving credit facility $ 50.0 $ — Senior notes, net of unamortized discount of $ 0.1 and $ 0.1 399.9 399.9 449.9 399.9 Less: unamortized debt issuance costs ( 1.1 ) ( 1.2 ) Total recourse debt 448.8 398.7 Leasing – Non-recourse: Wholly-owned subsidiaries: Secured railcar equipment notes, net of unamortized discount of $ 0.5 and $ 0.5 2,228.1 2,257.5 2017 promissory notes, net of unamortized discount of $ 7.3 and $ 7.8 747.7 760.2 TILC warehouse facility 617.4 561.8 3,593.2 3,579.5 Less: unamortized debt issuance costs ( 22.3 ) ( 23.7 ) 3,570.9 3,555.8 Partially-owned subsidiaries: Secured railcar equipment notes, net of unamortized discount of $ 0.3 and $ 0.3 897.3 903.5 TRIP Railcar Co. term loan 321.0 323.7 1,218.3 1,227.2 Less: unamortized debt issuance costs ( 10.5 ) ( 11.1 ) 1,207.8 1,216.1 Total non–recourse debt 4,778.7 4,771.9 Total debt $ 5,227.5 $ 5,170.6 Estimated Fair Value of Debt – 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. The estimated fair values of our long-term debt are as follows: March 31, 2022 December 31, 2021 (in millions) Level 1 $ 1,736.1 $ 1,645.7 Level 2 406.5 420.8 Level 3 3,046.3 3,215.4 $ 5,188.9 $ 5,281.9 Revolving Credit Facility – We have a $ 450.0 million unsecured corporate revolving credit facility. During the three months ended March 31, 2022, we had total borrowings of $ 70.0 million and total repayments of $ 20.0 million under the revolving credit facility. Additionally, we had outstanding letters of credit issued in an aggregate amount of $ 28.3 million. Of the $ 371.7 million remaining unused amount, $ 192.1 million was available for borrowing as of March 31, 2022. The outstanding letters of credit as of March 31, 2022 are scheduled to expire in July 2022. 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 March 31, 2022. 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 March 31, 2022). 21 Table of Contents 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. As of March 31, 2022, we were in compliance with all such financial covenants. TILC Warehouse Loan Facility – TILC has a $ 1.0 billion warehouse loan facility, which was established to finance railcars owned by TILC. During the three months ended March 31, 2022, we had total borrowings of $ 57.2 million and total repayments of $ 1.6 million under the TILC warehouse loan facility. The entire unused facility amount of $ 382.6 million was available as of March 31, 2022 based on the amount of warehouse-eligible, unpledged equipment. Advances under the facility bear interest at a defined index rate plus a facility margin of 185 basis points, for an all-in interest rate of 2.09 % at March 31, 2022. Subsequent event – TRL-2022 – On April 20, 2022, Trinity Rail Leasing 2022 LLC, a Delaware limited liability company ("TRL-2022") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, entered into a Note Purchase Agreement dated April 20, 2022 (the "Note Purchase Agreement"). The Note Purchase Agreement provides for the issuance and sale of an aggregate principal amount of $ 244.8 million of its Series 2022-1 Class A Green Secured Railcar Equipment Notes (the "TRL-2022 Notes"). The TRL-2022 Notes will bear interest at a fixed rate of 4.55 %, will be payable monthly, and will have a stated final maturity date of May 20, 2052. The TRL-2022 Notes will be obligations of TRL-2022 and will be non-recourse to Trinity. The obligations will be secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets to be acquired and owned by TRL-2022. Terms and conditions of our other long-term debt, including recourse and non-recourse provisions and scheduled maturities, are described in Note 8 of our 2021 Annual Report on Form 10-K. Note 9. Income Taxes The effective tax rate from continuing operations for the three months ended March 31, 2022 was 23.3 %, which differs from the U.S. statutory rate of 21.0 % primarily due to state income taxes, foreign taxes, non-deductible executive compensation, and the benefits of excess deductions on equity compensation. For the three months ended March 31, 2021, we recorded income tax expense of $ 4.0 million on a loss from continuing operations before income taxes of $ 1.0 million, primarily due to an adjustment to the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") carryback benefit previously recognized. The total income tax receivable position as of March 31, 2022 was $ 4.7 million. Our tax years through 2019 are effectively settled. The audit of our 2013 tax year was accepted by the Joint Committee of Taxation with no unresolved issues. We have received a partial acceptance of our 2020 tax return and expect to receive a final acceptance during 2022. We have state tax returns that are under audit in the normal course of business, and our Mexican subsidiaries' tax returns statutes of limitations remain open for auditing 2016 forward. We believe we are appropriately reserved for any potential matters. Note 10. Employee Retirement Plans Our defined contribution expense for the three months ended March 31, 2022 and 2021 was $ 2.1 million and $ 2.4 million, respectively. The net periodic benefit cost related to our Supplemental Executive Retirement Plan was $ 0.2 million for both the three months ended March 31, 2022 and 2021. The non-service cost components of net periodic benefit cost are included in other, net (income) expense in our Consolidated Statements of Operations. 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 AOCI. During the three months ended March 31, 2021, we used $ 1.2 million to fund pension administrative expenses required to finalize the settlement of the Pension Plan, which is included in other, net (income) expense in our Consolidated Statements of Operations. There were no pension administrative expenses during the three months ended March 31, 2022. The remaining surplus of the Pension Plan of $ 0.6 million will be used to fund final pension administrative expenses. We expect that any remaining surplus would be used for other corporate purposes, subject to applicable taxes. 22 Table of Contents Note 11. Accumulated Other Comprehensive Income (Loss) Changes in AOCI for the three months ended March 31, 2022 are as follows: Currency translation adjustments Unrealized gains/(losses) on derivative financial instruments Net actuarial gains/(losses) of defined benefit plans Accumulated other comprehensive income (loss) (in millions) Balances at December 31, 2021 $ ( 1.3 ) $ ( 12.2 ) $ ( 3.5 ) $ ( 17.0 ) Other comprehensive income, net of tax, before reclassifications — 14.7 — 14.7 Amounts reclassified from AOCI, net of tax benefit of $ — , $ 0.9 , $ — , and $ 0.9 — 2.5 0.1 2.6 Less: noncontrolling interest — ( 0.2 ) — ( 0.2 ) Other comprehensive income — 17.0 0.1 17.1 Balances at March 31, 2022 $ ( 1.3 ) $ 4.8 $ ( 3.4 ) $ 0.1 See Note 3 for information on the reclassification of amounts in AOCI 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. Note 12. Common Stock and Stock-Based Compensation Stockholders' Equity 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. 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 (1) January 1, 2022 through March 31, 2022 — — $ 98.1 (1) Total 5,155,491 $ 151.9 (1) Remaining authorization includes $ 25.0 million of committed share repurchases under the terms of the ASR. Approximately $ 73.1 million of the share repurchase program will remain after the completion of the ASR. During the three months ended March 31, 2021, share repurchases totaled 1.3 million, at a cost of approximately $ 36.8 million, under a previous share repurchase program, which was completed in the third quarter of 2021. Certain shares of stock repurchased during March 2021, totaling $ 2.9 million, were cash settled in April 2021 in accordance with normal settlement practices. 23 Table of Contents Stock-Based Compensation Stock-based compensation expense totaled approximately $ 5.1 million for both the three months ended March 31, 2022 and 2021. The Company's annual grant of share-based awards generally occurs in the second quarter under our 2004 Fourth Amended and Restated Stock Option and Incentive Plan (the "Plan”). Our stock options have contractual terms of ten years and become exercisable over a three-year period. Expense related to stock options is recognized on a straight-line basis over the vesting period. Expense related to restricted stock units ("RSUs") issued to eligible employees under the Plan is recognized ratably over the vesting period, generally between three years and four years . 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 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 RSUs and restricted stock awards ("RSAs") granted to non-employee directors under the Plan is recognized ratably over the vesting period, generally one year . Expense related to performance units is recognized ratably from their award date to the end of the performance period, generally three years . The following table summarizes stock-based compensation awards granted during the three months ended March 31, 2022: Number of Shares Granted Weighted Average Grant-Date Fair Value per Award Restricted stock units 648 $ 30.87 Performance units 108,127 $ 38.26 24 Table of Contents Note 13. 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 2.4 million dilutive equivalents from restricted stock and stock options excluded from the computation of diluted earnings per common share for the three months ended March 31, 2021 as we incurred a loss from continuing operations 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. Three Months Ended March 31, 2022 2021 (in millions, except per share amounts) Income (loss) from continuing operations $ 9.9 $ ( 5.0 ) Less: Net (income) loss attributable to noncontrolling interest ( 2.6 ) 2.0 Net income (loss) from continuing operations attributable to Trinity Industries, Inc. 7.3 ( 3.0 ) Income (loss) from discontinued operations, net of income taxes ( 6.9 ) 6.3 Loss on sale of discontinued operations, net of income taxes ( 1.1 ) — Net income (loss) from discontinued operations attributable to Trinity Industries, Inc. ( 8.0 ) 6.3 Net income (loss) attributable to Trinity Industries, Inc. $ ( 0.7 ) $ 3.3 Basic weighted average shares outstanding 82.9 110.2 Effect of dilutive securities 2.6 — Diluted weighted average shares outstanding 85.5 110.2 Basic earnings per common share: Income (loss) from continuing operations $ 0.09 $ ( 0.03 ) Income (loss) from discontinued operations ( 0.10 ) 0.06 Basic net income (loss) attributable to Trinity Industries, Inc. $ ( 0.01 ) $ 0.03 Diluted earnings per common share: Income (loss) from continuing operations $ 0.09 $ ( 0.03 ) Income (loss) from discontinued operations ( 0.10 ) 0.06 Diluted net income (loss) attributable to Trinity Industries, Inc. $ ( 0.01 ) $ 0.03 Potentially dilutive securities excluded from EPS calculation: Antidilutive restricted shares 0.1 0.1 Antidilutive stock options — — 25 Table of Contents Note 14. 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 ET Plus. On October 20, 2014, a trial in this case concluded with a jury verdict stating that the Company and 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 related to the sale of THP, 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 a separate state qui tam action currently pending pursuant to the Virginia Fraud Against Taxpayers Act ("VFATA") ( 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). In this matter, Mr. Harman alleged the Company violated the VFATA pertaining to sales of the ET Plus, and he is seeking damages, civil penalties, attorneys’ fees, costs and interest. The Commonwealth of Virginia Attorney General has intervened in the Virginia matter, which is scheduled for trial on April 17, 2023. The Company believes that the claims in this matter are without merit and intends to vigorously defend against all allegations. 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), Mr. Harman alleged the Company violated the Tennessee False Claim Act pertaining to sales of the ET Plus, and he is seeking damages, civil penalties, attorneys’ fees, costs and interest. The State of Tennessee Attorney General has filed a Notice of Election to Decline Intervention in this matter. On January 10, 2022, the trial 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, which remains pending. The Company believes that the claims in this matter are without merit and intends to vigorously defend against all allegations. In a similar New Jersey state qui tam action ( 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) that was previously dismissed by the trial court, Mr. Harman sought leave to file an amended complaint pursuant to the New Jersey False Claims Act. On February 16, 2022, the trial court denied Mr. Harman’s motion. On March 9, 2022, Mr. Harman filed a motion for reconsideration of the trial court’s order denying leave to file an amended complaint. The Company believes that the claims in this matter are without merit and intends to vigorously defend against all allegations. 26 Table of Contents In a similar Massachusetts state qui tam action filed by Mr. Harman ( 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), Mr. Harman alleged the Company violated the Massachusetts False Claims Act pertaining to sales of the ET Plus, and he is seeking damages, civil penalties, attorneys’ fees, costs and interest. The State of Massachusetts Attorney General has filed a Notice of Election to Decline Intervention in this matter. The parties have reached an agreement in principle to settle all claims in this matter without any admission of liability or fault for $ 5.0 million. Defendants have denied and continue to deny specifically each and all of the claims and contentions alleged in this case. The settlement is subject to completion of a formal settlement agreement and final court approval. During the three months ended March 31, 2022, the Company recorded a $ 5.0 million charge and a corresponding liability for this matter, which was included in income (loss) from discontinued operations, net of income taxes, in our Consolidated Statement of Operations and is included in the amounts described below under “Other matters.” Although the parties have reached an agreement in principle to settle this litigation, there is, however, no assurance that a final settlement will be reached or, if a settlement is reached, that the charge, which represents the Company’s current best estimate of the costs to resolve this matter, will represent the actual costs of the settlement. If a settlement is unable to be reached, the Company will continue to vigorously defend the action. 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, 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 the Virginia, Tennessee and New Jersey state qui tam 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. 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. The parties have reached an agreement in principle to settle all claims in this case without any admission of liability or fault. Defendants have denied and continue to deny specifically each and all of the claims and contentions alleged in this case. The settlement is subject to completion of a formal settlement agreement and final court approval. 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 was 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 and the estimated costs to resolve this action. Although the parties have reached an agreement in principle to settle this litigation, there is, however, no assurance that a final settlement will be reached or, if a settlement is reached, that the charge, which represents the Company’s current best estimate of the costs to resolve this matter, will represent the actual costs 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." 27 Table of Contents 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 $ 41.6 million to $ 59.4 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 March 31, 2022. This range includes any amounts related to the Highway Products litigation matters described above in the section titled “Highway products litigation." At March 31, 2022, total accruals of $ 42.0 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. 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 of 2021. We believe our insurance coverage is sufficient to cover property damage costs related to the event. To date, 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. As of March 31, 2022, we have utilized $ 6.5 million of the advanced payments from insurance towards new capital expenditures in support of the reconstruction efforts. During the first quarter of 2022, we recorded an insurance receivable of approximately $ 7.3 million for additional property damage recoveries that we expect to be reimbursed under the terms of our insurance policy, and we recorded a corresponding gain, net of the applicable deductible, of $ 6.4 million, which is included in the gains on dispositions of other property line in our Consolidated Statements of Operations. 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. 28 Table of Contents