What changed in this filing

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Item 1. Business

2024-02-22 compared with 2023-02-21 · 47 added, 41 removed, 159 unchanged (36% of the section changed)

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We market our railcar products and services under the trade name TrinityRail ® .

The TrinityRail platform provides railcar leasing and management services, railcar manufacturing, and railcar maintenance and modification services.

The TrinityRail platform provides railcar leasing and management services;

railcar manufacturing, maintenance and modifications;

and other railcar logistics products and services.

Trinity was incorporated in 1933 and became a Delaware corporation in 1987.

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Reportable Segments

Railcar Leasing and Management Services Group Rail Products Group

Railcar Leasing and Management Services Group

Rail Products Group

Business Overview and Current Business Strategy

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Commercial End Markets & Commodities

Agriculture Construction & Metals Consumer Products Energy Refined Products & Chemicals

Covered Hopper Cars Grain Products, Dry Fertilizer, Flour, Starch Cement, Construction Materials, Lumber Industrial Sand Plastics

Open Hopper & Gondola Cars Scrap Metal, Aggregates, Finished Steel Coal

Other Freight Cars Food Products Lumber, Steel and Metals, Cement Autos, Paper, Intermodal Other Chemicals

Non-Pressure Tank Cars Food Products, Grain Products Aggregates

(Clay Slurry) Crude Oil, Biofuels Chemicals, Petroleum Products

Pressure Tank Cars Fertilizer Liquified Gases, Chemicals, Petroleum Products

Refined Products & Chemicals Energy Agriculture Construction & Metals Consumer Products

Covered Hopper Cars Plastics Industrial Sand Grain Products, Dry Fertilizer, Flour, Starch Cement, Construction Materials, Lumber

Open Hopper & Gondola Cars Coal Scrap Metal, Aggregates, Finished Steel

Other Freight Cars Other Chemicals Food Products Lumber, Steel and Metals, Cement Autos, Paper, Intermodal

Non-Pressure Tank Cars Chemicals, Petroleum Products Crude Oil, Biofuels Food Products, Grain Products Aggregates

(Clay Slurry)

Pressure Tank Cars Liquified Gases, Chemicals, Petroleum Products Fertilizer

Railcar Leasing and Management Services Group .

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Our affiliations with third-party investor-owned funds, through strategic railcar alliances and the formation of railcar investment vehicles, combined with TILC's fleet maintenance and management services capabilities, complement our leasing business by generating stable fee income, strengthening customer relationships, and enhancing the view of TrinityRail as a leading provider of railcar products and services.

Our Trinsight Logistics Platform is a leader in the rail industry digital transformation by providing services designed to increase the efficiency and visibility of the supply chain, while leveraging data, insights, and analytics to make decisions that improve operations and reduce costs.

We believe we are a leader in the rail industry digital transformation by providing digital and terminal management services designed to increase the efficiency and visibility of the supply chain, while leveraging data, insights, and analytics to make decisions that improve operations and reduce costs.

The railcars in our lease fleet are leased to industrial shippers and railroads.

These companies operate in various markets including agriculture, construction and metals, consumer products, energy, and refined products and chemicals.

These companies operate in various markets including refined products and chemicals, energy, agriculture, construction and metals, and consumer products.

Substantially all of the railcars in our lease fleet were manufactured by our Rail Products Group.

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We serve our customers predominantly through full-service leases and compete primarily on the basis of the quality and craftsmanship of our railcars, competitive pricing, and our ability to provide an outstanding customer experience.

As of December 31, 2022, the lease fleet of our subsidiaries included 108,440 railcars that were 97.9% utilized, of which 105,630 railcars were owned by TILC or its affiliates and 2,810 railcars were leased from others and are not reflected in the property, plant, and equipment amounts reported on our Consolidated Balance Sheet.

As of December 31, 2023, the lease fleet of our subsidiaries included 109,295 railcars that were 97.5% utilized, of which 106,800 railcars were owned by TILC or its affiliates and 2,495 railcars were under leased-in arrangements and are not reflected in the property, plant, and equipment amounts reported on our Consolidated Balance Sheets.

Railcars under management, including those owned by third-party investors, totaled 142,300 railcars.

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We believe our Rail Products Group's diversified manufacturing capabilities enable us to capitalize on changing industry trends and developing opportunities in various markets.

We offer a full range of maintenance services and flexible solutions, from field inspections and comprehensive compliance testing to standard repairs and maintenance, specialized cleaning, inspection, and testing at multiple facilities in the U.S.

We offer a full range of services to support the maintenance needs of our leased railcar fleet and our customers' railcars.

Our flexible solutions include field inspections and comprehensive compliance testing;

standard repairs and maintenance;

and specialized cleaning, inspection, and testing at multiple facilities in the U.S.

Additionally, we provide modification capabilities and assist in transitioning railcars to new industry standards.

Our parts business provides complementary rail-related offerings, including manufacturing and distributing new, refurbished, and replacement parts.

We believe that our investments in our maintenance services and parts and components businesses extend and enhance our ability to serve our customers and our lease fleet.

Our customers include railroads, leasing companies, and industrial shippers of products in various markets, such as agriculture, construction and metals, consumer products, energy, and refined products and chemicals.

We believe that our investments in our maintenance services and parts and components businesses extend and enhance our ability to serve our lease fleet and our customers.

Our customers include railroads, leasing companies, and industrial shippers of products in various markets, such as refined products and chemicals, energy, agriculture, construction and metals, and consumer products.

We compete in the North American market primarily against four major railcar manufacturers and numerous maintenance services providers.

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During 2023, the supply of steel was sufficient to support our manufacturing requirements.

Steel prices, which are subject to volatility, were elevated over much of the last two years and are a major component of our cost of revenues.

Steel prices are subject to volatility and are a major component of our cost of revenues.

We typically use contract-specific purchasing practices, existing supplier commitments, contractual price escalation provisions, and other arrangements with our customers to reduce the impact of plate and coil steel price volatility on our operating profit.

However, higher steel prices have resulted in increases in the cost of certain railcar components and could reduce demand for new railcars.

As a result of disruptions in the global supply chain, we have continued to experience shortages of materials used to manufacture or repair certain railcar types, as well as disruptions in the transportation network used to deliver our products, which has impacted our ability to timely deliver these railcars to our customers.

However, volatility in steel prices impacts the cost of certain railcar components, and higher steel prices could reduce demand for new railcars.

As a result of disruptions in the global supply chain, we have continued to experience shortages of materials used to manufacture or repair certain railcar types, as well as disruptions in the transportation network, which has impacted our ability to timely deliver these railcars to our customers.

While we believe these challenges will be resolved over time, they may persist over the foreseeable future, which could continue to impact our operations.

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and 6,830 were employed in Mexico.

Additional information on our human capital programs and initiatives is included in our Interim Corporate Social Responsibility Report, which is available on our website.

Additional information on our human capital programs and initiatives is included in our Corporate Social Responsibility Report, which is available on our website.

Information contained on our website is not included in, or incorporated by reference into, this Annual Report on Form 10-K.

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This commitment to diversity, equity, and inclusion as a driver of our long-term success is one that we strive to uphold throughout the Company, including through all stages of our human resources process, from recruitment and hiring to talent retention.

We encourage and support employee resource and networking groups, our diversity, equity and inclusion committee, and other employee groups, which offer educational, professional development, and community service opportunities.

We encourage and support employee resource and networking groups and other employee groups, which offer educational, professional development, and community service opportunities.

We also provide focused training, mentoring, and employee development for specialized positions, such as plant managers, engineers, accountants, and more.

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We pride ourselves on maintaining an active dialogue with our employees.

We benchmark overall employee engagement with an annual cross-organization survey targeting metrics such as safety, job satisfaction and more, and use the results of this survey to guide our efforts to improve the employee experience.

We benchmark overall employee engagement with an annual cross-organization survey targeting metrics such as career growth and development, manager effectiveness, team dynamics, and more, and use the results of this survey to guide our efforts to improve the employee experience.

Human Rights.

We are committed to respecting human rights throughout all our operations, and seek to provide respect, dignity, and all basic needs to employees and contractors.

We are committed to promoting human rights and strive to ensure that the products and services provided by the Company and our third-party business partners are ethically sourced and do not breach human rights laws in countries in which they originate nor the internationally recognized human rights framed under the Universal Declaration of Human Rights and the relevant sections of the UN Guiding Principles on Business and Human Rights.

Information about our Executive Officers.

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Marchetto 54 Executive Vice President and Chief Financial Officer 2001

Ewing 51 Executive Vice President and Chief Legal Officer 2020

McDowell 62 Vice President and Chief Accounting Officer 2013

Mitchell 57 Executive Vice President and Chief Commercial Officer 2007

Mitchell 58 Executive Vice President, Leasing and Services 2007

Kevin Poet 57 Executive Vice President, Operations and Support Services 2020

Teachout 50 Executive Vice President and Chief Legal Officer 2016

Savage has served as the Company’s Chief Executive Officer and President since 2020, and has served as a member of the Company’s Board of Directors since 2018.

Prior to her employment with the Company, from 2002 to 2020, she served in a variety of positions with Caterpillar, Inc.

(“Caterpillar”), a manufacturer of construction, industrial, and mining equipment.

(“Caterpillar”), a manufacturer of construction and mining equipment, industrial gas turbines, and diesel-electric locomotives.

From 2017 until her retirement from Caterpillar in 2020, she served as Vice President of Caterpillar’s Surface Mining and Technology Division.

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He joined the Company in 1995.

Ewing has served as Executive Vice President and Chief Legal Officer since 2023, having previously served as Vice President and Associate General Counsel from 2020 to 2023.

He joined the Company in 2016 as Associate General Counsel.

Prior to joining Trinity, Mr.

Ewing was an attorney with the law firm of Haynes and Boone, LLP from 2008 to 2015.

McDowell has served as Vice President and Chief Accounting Officer since 2018.

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Prior to his tenure at Dean Foods, he served as Vice President – Internal Audit at Centex Corporation.

Mitchell has served as Executive Vice President and Chief Commercial Officer since 2020, having served as Chief Commercial Officer of TrinityRail since 2019.

He joined Trinity in 2007 as President of Trinity Logistics.

He was named President of Highway Products in 2010.

Mitchell has served as Executive Vice President, Leasing and Services since January 2024.

He served as Executive Vice President and Chief Commercial Officer from 2020 to 2023, having served as Chief Commercial Officer of TrinityRail since 2019.

In 2018, he was named Chairman of Trinity Highway Products and Trinity Logistics.

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From 2006 to 2016, he served in several operational roles of increasing responsibility for Ford Motor Company.

Teachout has served as Executive Vice President and Chief Legal Officer since 2020, having served as Senior Vice President and Chief Legal Officer since 2018.

She joined the Company in 2015 as Deputy General Counsel, and was elected Vice President and Deputy General Counsel in 2016.

Prior to joining Trinity, Ms.

Teachout was a partner at the law firm of Akin Gump Strauss Hauer & Feld LLP from 2012 to 2015.

Before joining Akin Gump, Ms.

Teachout had been a partner at the law firm of Haynes and Boone, LLP since 2007.

Commitment to Sustainability.

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freight railroads produce far fewer greenhouse gas emissions than certain other modes of commercial transportation, such as trucks.

We strive to responsibly support customers' products at each stage of the product lifecycle, including recycling the railcar through scrap and salvage at the end of its useful life.

Additionally, our sustainable railcar conversion program repurposes and reuses railcar materials and components to sustainably bring renewed life to existing assets.

We strive to responsibly support products' utility throughout their lifecycle, including maintenance to extend life, and recycling up to 95% of the railcar at the end of its useful life.

Additionally, our sustainable railcar conversion program repurposes and reuses railcar materials and components to bring renewed life to existing assets.

Social Responsibility.

We actively engage stakeholders across our environmental, health, and safety initiatives to continually improve processes and performance as we operate our businesses with a goal of zero injuries and incidents.

This level of engagement and commitment is reflected in the ISO 45001 (occupational health and safety) certification of our railcar manufacturing and maintenance facilities, as well as our corporate headquarters.

Our goal is to add value to the communities in which we live and work, strengthening our relationships and leveraging our partnerships to amplify our impact.

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Our Board of Directors and senior management teams are also committed to the Company’s continued respect for human rights throughout all our operations.

The Corporate Governance and Directors Nominating Committee of our Board oversees (i) the preparation of the Company's Corporate Social Responsibility Report and (ii) the actions and steps taken towards the Company's environmental, social, and governance goals.

The Corporate Governance and Directors Nominating Committee of our Board oversees (i) the process and preparation of the Company's Corporate Social Responsibility Report and (ii) the actions and steps taken towards the Company's environmental, social, and governance goals.

The Finance and Risk Committee receives and oversees environmental, health and safety reporting and has the responsibility to review and assess risk exposure related to the Company's operations, including safety, environmental, financial, contingent liabilities, and other risks material to the Company.

The Audit Committee oversees the Company’s policies and procedures relating to risk assessment, management, and mitigation, and the Human Resources Committee oversees diversity, equity, and inclusion priorities.

Green Financing Framework .

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The Green Financing Framework enhances the Company’s sustainability strategy by contributing to a more resource-efficient economy through the financing of railcar assets that contribute to reducing the overall environmental footprint of the transportation industry.

In accordance with the International Capital Market Association's Green Bond Principles, 2018 and the Loan Syndications and Trading Association's Green Loan Principles, 2020, TILC will manage and report on eligible projects and assets to existing debt holders.

The Green Financing Framework will enable Trinity’s leasing company to issue green financing instruments, including green non-recourse bonds and green loans, supported by green eligible railcar assets.

Under the existing framework, TILC has issued over $4 billion of railcar-related debt that meets the criteria and qualifies for the Green Financing designation.

In accordance with the International Capital Market Association's Green Bond Principles, 2018 and the Loan Syndications and Trading Association's Green Loan Principles, 2020, TILC manages and reports on eligible projects and assets to existing debt holders.

The Green Financing Framework enables Trinity’s leasing company to issue green financing instruments, including green non-recourse bonds and green loans, supported by green eligible railcar assets.

Under the existing framework, TILC has over $4 billion of outstanding railcar-related debt that qualifies for the Green Financing designation.

Governmental Regulation.

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All such agencies and authorities promulgate rules, regulations, specifications or operating standards affecting railcar design, configuration, and mechanics;

maintenance, and rail-related safety standards for railroad equipment, tracks, and operations, including the packaging and transportation of hazardous or toxic materials.

and rail-related safety standards for railroad equipment, tracks, and operations, including the packaging and transportation of hazardous or toxic materials.

We believe that our product designs and operations are in compliance with these specifications, standards, and regulations applicable to our business.

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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 1. Business