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Item 9A. Controls and Procedures

2023-02-21 compared with 2022-02-17 · 39 added, 43 removed, 241 unchanged (25% of the section changed)

3 unchanged sentences

Our Chief Executive and Chief Financial Officers are responsible for establishing and maintaining these procedures and, as required by the rules of the SEC, evaluating their effectiveness.

Based on their evaluation of our disclosure controls and procedures that took place as of the end of the period covered by this report, the Chief Executive and Chief Financial Officers concluded that these procedures were effective to 1) ensure that we are able to collect, process, and disclose the information we are required to disclose in the reports we file with the SEC within the required time periods and 2) accumulate and communicate this information to our management, including our Chief Executive and Chief Financial Officers, to allow timely decisions regarding this disclosure.

Based on their evaluation of our disclosure controls and procedures that took place as of the end of the period covered by this report, the Chief Executive and Chief Financial Officers concluded that these procedures are effective to 1) ensure that we are able to collect, process, and disclose the information we are required to disclose in the reports we file with the SEC within the required time periods and 2) accumulate and communicate this information to our management, including our Chief Executive and Chief Financial Officers, to allow timely decisions regarding this disclosure.

Management's Annual Report on Internal Control over Financial Reporting.

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The Company has adopted a Code of Business Conduct and Ethics that applies to all of its directors, officers, and employees.

The Code of Business Conduct and Ethics is on the Company's website at www.trin.net under the caption “Investor Relations/Governance.” The Company intends to post any amendments or waivers for its Code of Business Conduct and Ethics to the Company's website at www.trin.net to the extent applicable to an executive officer, principal accounting officer, controller, or director of the Company.

The Code of Business Conduct and Ethics is on the Company's website at www.trin.net under the caption “Investor Relations/Governance/Governance Documents.” The Company intends to post any amendments or waivers for its Code of Business Conduct and Ethics to the Company's website at www.trin.net to the extent applicable to an executive officer, principal accounting officer, controller, or director of the Company.

Executive Compensation.

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Stock options 300,000 $ 21.61

Restricted stock awards 2,689,565 (1) $ —

Restricted stock units 1,740,166 (1) $ —

Performance units 921,391 (1) $ —

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At the time a participant ceases to be a director, cash will be distributed to the participant.

At December 31, 2021, there were 117,626 stock units credited to the accounts of participants.

At December 31, 2022, there were 95,199 st ock units credited to the accounts of participants.

Also excludes information regarding the Trinity Industries Inc.

6 unchanged sentences

Information regarding principal accountant fees and services is incorporated by reference to the information set forth under the captions “Fees of Independent Registered Public Accounting Firm for Fiscal Years 2022 and 2021” in the Company's 2023 Proxy Statement.

Exhibits and Financial Statement Schedules.

Exhibit and Financial Statement Schedules.

(a) (1) Financial Statements.

5 unchanged sentences

Index to Exhibits

(2.1) Purchase and Sale Agreement, dated November 3, 2021, by and between Trinity Industries, Inc.

and Rush Hour Intermediate II, LLC (incorporated by reference to Exhibit 2.1 to our Form 8-K filed November 4, 2021).

(3.1) Amended and Restated Certificate of Incorporation of Trinity Industries, Inc., effective May 11, 2015 (incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015).

(3.2) Amended and Restated By-Laws of Trinity Industries, Inc., effective May 3, 2021 (filed herewith).

(3.2) Amended and Restated By-Laws of Trinity Industries, Inc., effective September 7, 2022 (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022).

(4.1) Specimen Common Stock Certificate of Trinity Industries, Inc.

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(10.5.5) Form of Restricted Stock Unit Agreement for Non-Employee Directors for grants issued commencing 2008 (incorporated by reference to Exhibit 10.7.2.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2018).*

(10.5.6) Form of Performance-Based Restricted Stock Unit Grant Agreement for grants issued commencing 2017-2018 (incorporated by reference to Exhibit 10.3 to our Form 8-K filed on May 3, 2017).*

(10.5.6) Form of Restricted Stock Unit Agreement for grants issued commencing 2019 (incorporated by reference to Exhibit 10.1 to our Form 8-K filed May 9, 2019).*

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(10.5.10) Form of Notice of Grant of Stock Options (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020).*

(10.5.11) Form of Restricted Stock Unit Agreement for grants issued commencing 2022 (filed herewith).*

(10.5.12) Form of Performance-Based Restricted Stock Unit Agreement for grants issued commencing 2023 (filed herewith).*

(10.6) Form of 2008 Deferred Compensation Plan and Agreement as amended and restated entered into between Trinity Industries, Inc.

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(10.8) Board Compensation Summary Sheet (filed herewith).*

(10.9) Amended and Restated Credit Agreement, dated as of November 1, 2018, by and among Trinity, as borrower, the lenders party thereto, JPMorgan Chase Bank, National Association, as administrative agent, Bank of America, N.A., as syndication agent, and SunTrust Bank and Wells Fargo Bank, National Association, as co-documentation agents (incorporated by reference to Exhibit 10.5 to our Form 8-K filed on November 1, 2018).

(10.9.1) Amendment No.

1 to Amended and Restated Credit Agreement, dated as of July 17, 2020, by and among Trinity Industries, Inc., the lenders party thereto, and JPMorgan Chase Bank, as Administrative Agent (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020).

(10.9.2) Amendment No.

2 to Amended and Restated Credit Agreement, dated as of March 16, 2021, by and among Trinity Industries, Inc., the lenders party thereto, and JPMorgan Chase Bank, as Administrative Agent (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021).

(10.9) Second Amended and Restated Credit Agreement, dated as of July 25, 2022, by and among Trinity Industries, Inc., as borrower, the lenders party thereto, JPMorgan Chase Bank, National Association, as administrative agent, Bank of America, N.A.

and Truist Bank, as co-syndication agents, and Wells Fargo Bank, N.A., Regions Bank, and PNC Bank, National Association, as co-documentation agents (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022).

(10.9.1) Amendment No.

3 to Amended and Restated Credit Agreement, dated as of December 9, 2021, by and among Trinity Industries, Inc., the lenders party thereto, and JPMorgan Chase Bank, as Administrative Agent (filed herewith).

(10.9.4) Supplement to Subsidiary Guaranty, dated April 22, 2019, in favor of JPMorgan Chase Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019).

1 to Second Amended and Restated Credit Agreement, dated as of December 22, 2022, by and among Trinity Industries, Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (filed herewith).

(10.10) Fifth Amended and Restated Warehouse Loan Agreement dated as of March 15, 2021, among Trinity Industries Leasing Company, Trinity Rail Leasing Warehouse Trust, the banks and other lending institutions from time to time party thereto, Credit Suisse AG, New York Branch, as Agent, and Wilmington Trust Company, as Collateral Agent and Depositary (incorporated by reference to Exhibit 10.1 to our Form 8-K filed on March 17, 2021).

(10.10.1) First Amendment to the Fifth Amended and Restated Warehouse Loan Agreement dated as of August 29, 2022, among Trinity Industries Leasing Company, Trinity Rail Leasing Warehouse Trust, the banks and other lending institutions from time to time party thereto, Credit Suisse AG, New York Branch, as Agent, and Wilmington Trust Company, as Collateral Agent and Depositary (incorporated by reference to Exhibit 10.1 to our Form 8-K filed on September 1, 2022).

(10.10.2) Second Amendment to the Fifth Amended and Restated Warehouse Loan Agreement dated as of December 15, 2022, among Trinity Industries Leasing Company, Trinity Rail Leasing Warehouse Trust, the banks and other lending institutions from time to time party thereto, Credit Suisse, AG, New York Branch, as Agent, and Wilmington Trust Company, as Collateral Agent and Depositary (filed herewith).

(10.11) Master Indenture dated November 5, 2009, between Trinity Rail Leasing VII LLC and Wilmington Trust Company, as indenture trustee (incorporated by reference to Exhibit 10.20 to our Annual Report on Form 10-K for the annual period ended December 31, 2014).

7 unchanged sentences

(10.15.1) Series 2020-1 Supplement dated October 19, 2020, between Trinity Rail Leasing 2018 LLC and Wilmington Trust Company, as indenture trustee (incorporated by reference to Exhibit 10.22.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2020).

(10.16) Tax Matters Agreement, dated as of October 31, 2018, by and between Trinity Industries, Inc.

and Arcosa, Inc.

(incorporated by reference to Exhibit 10.2 to our Form 8-K filed November 1, 2018).

(10.16) Master Indenture dated April 10, 2019, between Trinity Rail Leasing 2019 LLC and U.S.

7 unchanged sentences

Bank National Association, as indenture trustee (incorporated by reference to Exhibit 10.29.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2020).

(10.19) Note Purchase Agreement dated May 4, 2021, by and among Trinity Rail Leasing 2012 LLC, Trinity Industries Leasing Company, RIV 2013 Rail Holdings LLC, TRP 2021 Railcar Holdings LLC, Credit Suisse Securities (USA) LLC, Wells Fargo Securities LLC, Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., BofA Securities, Inc., and Fifth Third Securities, Inc.

(incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021).

(10.18) Master Indenture dated June 15, 2021, by and between TRP 2021 LLC and U.S.

2 unchanged sentences

Bank National Association, as Indenture Trustee (incorporated by reference to Exhibit 10.2.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021).

(10.20) Note Purchase Agreement dated May 25, 2021, by and among TRIP Rail Master Funding LLC, Trinity Industries Leasing Company, TRIP Rail Holdings LLC, Triumph Rail Holdings LLC, Credit Suisse Securities (USA) LLC, Wells Fargo Securities LLC, Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co.

LLC, BofA Securities, Inc., and Fifth Third Securities, Inc.

(incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021).

(10.19) Master Indenture dated June 15, 2021, by and between Triumph Rail LLC and U.S.

2 unchanged sentences

Bank National Association, as Indenture Trustee (incorporated by reference to Exhibit 10.3.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021).

(10.21) Term Loan Agreement dated May 18, 2021, among TRIP Railcar Co., LLC, Trinity Industries Leasing Company, TRIP Rail Holdings LLC, the Lenders, Credit Suisse AG, New York Branch, as agent for the Lenders, and U.S.

Bank National Association, as Collateral Agent and Depositary (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021).

(10.21.1) Notice of Optional Reduction of Commitment, dated May 25, 2021 (incorporated by reference to Exhibit 10.4.1 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021).

(10.21.2) Asset Contribution and Purchase Agreement dated May 18, 2021 between TRIP Railcar Co., LLC and TRIP Rail Holdings LLC (incorporated by reference to Exhibit 10.4.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021).

(10.22) Note Purchase Agreement dated June 22, 2021, by and among Trinity Industries Leasing Company, Trinity Rail Leasing 2021 LLC, Wells Fargo Securities LLC, Credit Agricole Securities (USA) Inc., BofA Securities, Inc., Citizens Capital Markets, Inc., Credit Suisse Securities (USA) LLC, PNC Capital Markets LLC, and Regions Securities LLC (incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021).

(10.20) Master Indenture dated June 30, 2021, by and between Trinity Rail Leasing 2021 LLC and U.S.

2 unchanged sentences

Bank National Association, as Indenture Trustee (incorporated by reference to Exhibit 10.5.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021).

(10.22.3) Purchase and Contribution Agreement dated June 30, 2021, by and among Trinity Rail Leasing Warehouse Trust, Trinity Industries Leasing Company, and Trinity Rail Leasing 2021 LLC (incorporated by reference to Exhibit 10.5.3 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021).

(10.23) Stock Purchase Agreement dated April 29, 2021, by and among Trinity Industries, Inc.

and ValueAct Capital Master Fund, L.P.

(incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021).

(10.24) Stock Purchase Agreement dated December 31, 2021, by and among Trinity Industries, Inc.

and ValueAct Capital Master Fund, L.P.

(incorporated by reference to Exhibit 10.1 to our Form 8-K filed January 5, 2022).

(10.21) Note Purchase Agreement dated April 20, 2022, by and among Trinity Rail Leasing 2022, Trinity Industries Leasing Company, Credit Suisse Securities (USA) LLC, Wells Fargo Securities LLC, Credit Agricole Securities (USA) Inc., BofA Securities, Inc., Citizens Capital Markets, Inc., PNC Capital Markets LLC, and Regions Securities LLC (incorporated by reference to Exhibit 10.1 to our Form 8-K filed April 25, 2022).

(10.21.1) Master Indenture dated April 28, 2022, by and between Trinity Rail Leasing 2022 LLC and U.S.

Bank Trust Company, National Association, as Indenture Trustee (incorporated by reference to Exhibit 10.1 to our Form 8-K filed May 3, 2022).

(10.21.2) Series 2022-1 Supplement dated April 28, 2022, by and between Trinity Rail Leasing 2022 LLC and U.S.

Bank Trust Company, National Association, as Indenture Trustee (incorporated by reference to Exhibit 10.2 to our Form 8-K filed May 3, 2022).

(10.21.3) Purchase and Contribution Agreement dated April 28, 2022, by and among Trinity Rail Leasing Warehouse Trust, Trinity Industries Leasing Company, and Trinity Rail Leasing 2022 LLC (incorporated by reference to Exhibit 10.3 to our Form 8-K filed May 3, 2022).

(10.22) Note Purchase Agreement dated May 19, 2022, by and among Tribute Rail LLC, Trinity Industries Leasing Company, TRIP Rail Holdings LLC, Tribute Rail Holdings LLC, Wells Fargo Securities LLC, Credit Suisse Securities (USA) LLC, BofA Securities, Inc., Deutsche Bank Securities Inc., and Morgan Stanley & Co.

LLC (incorporated by reference to Exhibit 10.1 to our Form 8-K filed May 23, 2022).

(10.22.1) Master Indenture dated May 25, 2022, by and between Tribute Rail LLC and U.S.

Bank Trust Company, National Association as Indenture Trustee (incorporated by reference to Exhibit 10.1 to our Form 8-K filed May 31, 2022).

(10.22.2) Series 2022-1 Supplement dated May 25, 2022, by and between Tribute Rail LLC and U.S.

Bank Trust Company, National Association (incorporated by reference to Exhibit 10.2 to our Form 8-K filed May 31, 2022).

(10.22.3) Purchase and Sale Agreement dated May 25, 2022, by and among TRIP Rail Holdings LLC, Tribute Rail Holdings LLC, TRIP Railcar Co., LLC, and Tribute Rail LLC (incorporated by reference to Exhibit 10.3 to our Form 8-K filed May 31, 2022).

(21) Listing of subsidiaries of Trinity Industries, Inc.

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Registration Statement (Form S-8, No.

333-230537), and

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February 21, 2023

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRINITY INDUSTRIES, INC.

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Ainsworth Principal Financial Officer:

Director /s/ Eric R.

February 21, 2023

Anderson Executive Vice President and Chief Financial Officer

Anderson Dated:

Executive Vice President and Chief Financial Officer

/s/ Robert C.

Biesterfeld Jr.

February 21, 2023

Biesterfeld Jr.

Director Principal Accounting Officer:

February 21, 2023

Principal Accounting Officer:

Diez /s/ Steven L.

Director Steven L.

/s/ Steven L.

Diez Steven L.

Diez Vice President and Chief Accounting Officer

Director Dated:

February 21, 2023

Vice President and Chief Accounting Officer

February 21, 2023

3 unchanged sentences

February 21, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures