What changed in this filing

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Item 1. Financial Statements

2024-10-31 compared with 2024-08-01 · 180 added, 139 removed, 974 unchanged (25% of the section changed)

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

53 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

7 unchanged sentences

( 3.8 ) ( 4.8 ) ( 13.1 ) ( 23.6 )

Defined benefit plans:

Amortization of net actuarial losses, net of tax benefit of $ — , $ — , $ — , and $ —

( 16.9 ) 0.2 ( 20.3 ) ( 9.2 )

7 unchanged sentences

Consolidated Balance Sheets

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

(in millions)

30 unchanged sentences

Retained earnings 1,050.2 1,010.5

Accumulated other comprehensive income 7.4 11.0

Accumulated other comprehensive income (loss) ( 9.6 ) 11.0

Treasury stock ( 7.4 ) ( 0.6 )

7 unchanged sentences

Consolidated Statements of Cash Flows

Six Months Ended

Nine Months Ended

September 30,

(in millions)

41 unchanged sentences

Net cash provided by (used in) financing activities ( 169.7 ) 81.0

Net increase in cash, cash equivalents, and restricted cash 129.1 2.3

Net increase (decrease) in cash, cash equivalents, and restricted cash 97.3 ( 27.6 )

Cash, cash equivalents, and restricted cash at beginning of period 235.1 294.3

43 unchanged sentences

82.4 $ 0.8 $ 15.9 $ 1,042.0 $ 7.4 — $ ( 0.6 ) $ 1,065.5 $ 238.5 $ 1,304.0

Net income — — — 31.4 — — — 31.4 4.1 35.5

Other comprehensive income (loss) — — — — ( 17.0 ) — — ( 17.0 ) 0.1 ( 16.9 )

Cash dividends declared on common stock (1)

— — — ( 23.2 ) — — — ( 23.2 ) — ( 23.2 )

Distributions to noncontrolling interest — — — — — — — — ( 1.6 ) ( 1.6 )

Stock-based compensation expense

— — 6.7 — — — — 6.7 — 6.7

Settlement of share-based awards, net — — 0.8 — — — ( 0.6 ) 0.2 — 0.2

Shares repurchased — — — — — ( 0.2 ) ( 6.2 ) ( 6.2 ) — ( 6.2 )

September 30, 2024

82.4 $ 0.8 $ 23.4 $ 1,050.2 $ ( 9.6 ) ( 0.2 ) $ ( 7.4 ) $ 1,057.4 $ 241.1 $ 1,298.5

(1) Dividends of $ 0.28 per common share for all periods presented in 2024.

36 unchanged sentences

81.8 $ 0.8 $ 5.9 $ 971.0 $ 17.6 — $ ( 0.7 ) $ 994.6 $ 254.4 $ 1,249.0

Net income — — — 21.8 — — — 21.8 1.8 23.6

Other comprehensive income — — — — 0.1 — — 0.1 0.1 0.2

Cash dividends declared on common stock (1)

— — — ( 21.7 ) — — — ( 21.7 ) — ( 21.7 )

Distributions to noncontrolling interest — — — — — — — — ( 3.7 ) ( 3.7 )

Stock-based compensation expense

— — 6.1 — — — — 6.1 — 6.1

Settlement of share-based awards, net — — 0.2 — — — ( 0.3 ) ( 0.1 ) — ( 0.1 )

September 30, 2023

81.8 $ 0.8 $ 12.2 $ 971.1 $ 17.7 — $ ( 1.0 ) $ 1,000.8 $ 252.6 $ 1,253.4

(1) Dividends of $ 0.26 per common share for for all periods presented in 2023 .

7 unchanged sentences

and 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”), RIV 2013 Rail Holdings LLC ("RIV 2013"), and Trinity Global Ventures Limited ("Trinity Global Ventures"), 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 June 30, 2024, the results of operations for the three and six months ended June 30, 2024 and 2023, and cash flows for the six months ended June 30, 2024 and 2023 have been made in conformity with generally accepted accounting principles.

In our opinion, all normal and recurring adjustments necessary for a fair presentation of our financial position as of September 30, 2024, the results of operations for the three and nine months ended September 30, 2024 and 2023, and cash flows for the nine months ended September 30, 2024 and 2023 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 2024 presentation.

Due to seasonal and other factors, the results of operations for the six months ended June 30, 2024 may not be indicative of expected results of operations for the year ending December 31, 2024.

Due to seasonal and other factors, the results of operations for the nine months ended September 30, 2024 may not be indicative of expected results of operations for the year ending December 31, 2024.

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, 2023.

26 unchanged sentences

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 June 30, 2024 and 2023.

See "Lease Accounting" below for additional information regarding sales-type leases as of September 30, 2024 and 2023.

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.

Our maintenance services business is primarily dedicated to servicing our lease fleet pursuant to the provisions of our lease contracts.

Our maintenance services business is primarily dedicated to servicing our lease fleet of Company-owned railcars pursuant to the provisions of our lease contracts.

This may include services that are not included in the full-service lease agreement, such as repairs of railcar damage or other customer-specific requirements.

We also perform maintenance and repair activities on railcars owned by third parties, including our investor-owned fleet.

Within our maintenance services business, revenue is recognized over time as repair and maintenance projects are completed, using an input approach based on the costs incurred relative to the total estimated costs of performing the project.

We recorded contract assets of $ 12.9 million and $ 8.8 million as of June 30, 2024 and December 31, 2023, respectively, related to unbilled revenues recognized on repair and maintenance activities 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.

Within maintenance services, revenue is recognized over time as repair and maintenance projects are completed, using an input approach based on the costs incurred relative to the total estimated costs of performing the project.

We recorded contract assets of $ 11.8 million and $ 8.8 million as of September 30, 2024 and December 31, 2023, respectively, related to unbilled revenues recognized on repair and maintenance activities 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.

8 unchanged sentences

Revenue is recognized over time as 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 $ 3.2 million and $ 12.6 million as of June 30, 2024 and December 31, 2023, respectively, which primarily relate to unbilled revenues recognized on 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.

We recorded contract assets of $ 4.1 million and $ 12.6 million as of September 30, 2024 and December 31, 2023, respectively, which primarily relate to unbilled revenues recognized on 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.

3 unchanged sentences

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 June 30, 2024 and the percentage of the outstanding performance obligations as of June 30, 2024 expected to be delivered during the remainder of 2024:

Unsatisfied performance obligations at June 30, 2024

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 September 30, 2024 and the percentage of the outstanding performance obligations as of September 30, 2024 expected to be delivered during the remainder of 2024:

Unsatisfied performance obligations at September 30, 2024

Amount Percent expected to be delivered in 2024

16 unchanged sentences

Our operating leases have remaining lease terms ranging from one year to thirteen 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 June 30, 2024, we had no material finance leases in which we were the lessee.

As of September 30, 2024, we had no material finance leases in which we were the lessee.

Certain of our operating leases include lease incentives, which reduce the right-of-use asset and are recognized on a straight-line basis over the lease term.

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

4 unchanged sentences

Right-of-use assets recognized in exchange for new lease liabilities $ 8.0 $ 9.6

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Consolidated Balance Sheets

10 unchanged sentences

Railcars in our Lease Fleet Operating and Administrative Total

Remaining six months of 2024 $ 4.4 $ 6.1 $ 10.5

Remaining three months of 2024 $ 2.3 $ 3.1 $ 5.4

2025 8.7 11.4 20.1

11 unchanged sentences

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 June 30, 2024, non-lease fleet operating leases in which we are the lessor were not significant, and we had no direct finance leases.

As of September 30, 2024, non-lease fleet operating leases in which we are the lessor 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.

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

4 unchanged sentences

Future contractual minimum revenues for operating leases will mature as follows (in millions) (1) :

Remaining six months of 2024 $ 362.9

Remaining three months of 2024 $ 186.1

Thereafter 402.3

2 unchanged sentences

Future contractual minimum lease receivables for sales-type leases will mature as follows (in millions):

Remaining six months of 2024 $ 0.6

Remaining three months of 2024 $ 0.3

Thereafter 9.0

13 unchanged sentences

When a receivable is deemed uncollectible, the write-off is recorded as a reduction to the allowance for credit losses.

During the six months ended June 30, 2024, we recognized approximately $ 2.3 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 $ 12.8 million at December 31, 2023 to $ 14.1 million at June 30, 2024.

During the nine months ended September 30, 2024, we recognized approximately $ 3.3 million of credit loss expense and wrote off $ 1.6 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 $ 12.8 million at December 31, 2023 to $ 14.5 million at September 30, 2024.

This balance excludes the general reserve for operating lease receivables that is permitted under ASC 450, Contingencies .

6 unchanged sentences

The SCF program is administered by a third-party financial institution, and our responsibility is limited to making payments based on the terms originally negotiated with participating suppliers, regardless of whether such suppliers sell receivables to the financial institution.

Amounts due to our participating suppliers in the SCF program totaled $ 18.6 million and $ 18.3 million as of June 30, 2024 and December 31, 2023, respectively, and are included in accounts payable in our Consolidated Balance Sheets.

Amounts due to our participating suppliers in the SCF program totaled $ 12.3 million and $ 18.3 million as of September 30, 2024 and December 31, 2023, respectively, and are included in accounts payable in our Consolidated Balance Sheets.

Payments made under the SCF program are reflected in net cash provided by operating activities from continuing operations in our Consolidated Statements of Cash Flows.

Goodwill by segment is as follows:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Railcar Leasing and Services Group $ 50.6 $ 50.6

6 unchanged sentences

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 and six months ended June 30, 2024 and 2023 are as follows:

The changes in the accruals for warranties for the three and nine months ended September 30, 2024 and 2023 are as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

7 unchanged sentences

Not Yet Adopted

ASU 2023-07 – In November 2023, the FASB issued ASU No.

ASU 2023-07 – In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU No.

2023-07, "Improvements to Reportable Segment Disclosures," which improves disclosures about a public entity's reportable segments through enhanced disclosures about significant segment expenses.

1 unchanged sentence

ASU 2023-07 is effective for public companies during annual reporting periods beginning after December 15, 2023 and during interim reporting periods beginning after December 15, 2024 and is to be adopted on a retrospective basis.

Early adoption is permitted.

We are currently evaluating the impact ASU 2023-07 will have on our segment reporting disclosures.

11 unchanged sentences

The total additional consideration, which is included in other liabilities in our Consolidated Balance Sheets, had an estimated fair value of $ 20.0 million as of December 31, 2023 and is remeasured at each reporting period using Level 3 inputs.

During the six months ended June 30, 2024, the first installment of the additional consideration, totaling $ 10.0 million, was paid.

During the nine months ended September 30, 2024, the first installment of the additional consideration, totaling $ 10.0 million, was paid.

This payment is reflected in our Consolidated Statements of Cash Flows, of which $ 8.0 million related to the initial estimated fair value is included in financing activities, and $ 2.0 million related to the remeasurement of the initial estimated fair value is included in operating activities.

As of June 30, 2024, the estimated fair value of the remaining additional consideration was $ 10.0 million.

As of September 30, 2024, the estimated fair value of the remaining additional consideration was $ 10.0 million.

Acquisition of RSI Logistics

In March 2023, we acquired RSI Logistics ("RSI"), a data-centric provider of proprietary software and logistics and terminal management solutions to the North American rail industry.

In March 2023, we acquired RSI Logistics, a data-centric provider of proprietary software and logistics and terminal management solutions to the North American rail industry.

This transaction was recorded as a business combination within the Leasing Group, based on valuations of the acquired assets and liabilities at their acquisition date fair value using Level 3 inputs.

5 unchanged sentences

Upon completion of the sale, the accounting requirements for reporting THP as a discontinued operation were met.

In connection with the sale, the Company 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”).

In connection with the sale, the Company agreed to indemnify Rush Hour Intermediate II, LLC ("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 include certain legal expenses that are directly attributable to the highway products business.

Similar expenses related to these retained obligations that may be incurred in the future will likewise be reported in discontinued operations.

For the three and six months ended June 30, 2024, we recorded expenses related to these obligations of $ 2.2 million ($ 1.7 million, net of income taxes) and $ 7.8 million ($ 6.0 million, net of income taxes), respectively.

For the three and six months ended June 30, 2023, we recorded expenses related to these obligations of $ 3.0 million ($ 2.3 million, net of income taxes) and $ 6.9 million ($ 5.4 million, net of income taxes), respectively.

For the three and nine months ended September 30, 2024, we recorded expenses related to these obligations of $ 7.0 million ($ 5.3 million, net of income taxes) and $ 14.8 million ($ 11.3 million, net of income taxes), respectively.

For the three and nine months ended September 30, 2023, we recorded expenses related to these obligations of $ 3.4 million ($ 2.7 million, net of income taxes) and $ 10.3 million ($ 8.1 million, net of income taxes), respectively.

These expenses are included in loss from discontinued operations, net of income taxes in our Consolidated Statements of Operations.

12 unchanged sentences

Included in accompanying balance sheet

at June 30, 2024

at September 30, 2024

AOCI – loss/(income)

8 unchanged sentences

TRL-2023 term loan $ 261.0 3.79 % $ ( 4.5 ) $ 4.6 $ —

$ 30.0 3.00 % $ 0.2 $ ( 0.2 ) $ —

(1) Weighted average fixed interest rate, except for the interest rate cap on the 2017 promissory notes .

(2) In September 2024, we entered into an interest rate swap to hedge a portion of the risk of potential interest rate increases in anticipation of a future debt issuance.

Effect on interest expense – increase/(decrease)

Three Months Ended

June 30, Six Months Ended

June 30, Expected effect during next twelve months

September 30, Nine Months Ended

September 30, Expected effect during next twelve months

2024 2023 2024 2023

9 unchanged sentences

TRL-2023 term loan $ (1.0) $ (1.0) $ (3.1) $ (1.2) $ 0.8

(1) Based on the fair value of open hedges as of June 30, 2024.

(1) Based on the fair value of open hedges as of September 30, 2024.

Foreign Currency Hedges

Our exposure related to foreign currency transactions is currently hedged for up to a maximum of eighteen months.

Our exposure related to foreign currency transactions is currently hedged for up to a maximum of fifteen months.

Information related to our foreign currency hedges is as follows:

accompanying balance

sheet at June 30, 2024

Effect on cost of revenues –

increase/(decrease)

sheet at September 30, 2024

Effect on cost of revenues – increase/(decrease)

Amount Asset/ (Liability) AOCI –

loss/(income) Three Months Ended

June 30, Six Months Ended

June 30, Expected effect during next twelve months (1)

September 30, Nine Months Ended

September 30, Expected effect during next twelve months (1)

Instrument 2024 2023 2024 2023

2 unchanged sentences

$ — $ — $ — $ — $ — $ 0.2 $ — $ —

(1) Based on the fair value of open hedges as of June 30, 2024.

(1) Based on the fair value of open hedges as of September 30, 2024.

(2) The foreign currency options matured in June 2024 .

1 unchanged sentence

Asset/(Liability) at

June 30, 2024

September 30, 2024

Effect on other, net (income) expense –

2 unchanged sentences

Rate Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

8 unchanged sentences

(1) Comprised of back-to-back interest rate caps entered into with the same counterparty in connection with our risk management objectives.

(2) The amount recorded to other, net (income) expense in our Consolidated Statements of Operations for the six months ended June 30, 2024 includes a fee of $ 3.1 million related to the execution of back-to-back interest rate caps associated with the new TILC warehouse loan facility.

(2) The amount recorded to other, net (income) expense in our Consolidated Statements of Operations for the nine months ended September 30, 2024 includes a fee of $ 3.1 million related to the execution of back-to-back interest rate caps associated with the new TILC warehouse loan facility.

See Note 8 for further information.

8 unchanged sentences

The assets measured on a recurring basis as Level 1 in the fair value hierarchy are summarized below:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

(in millions)

8 unchanged sentences

The assets and liabilities measured on a recurring basis as Level 2 in the fair value hierarchy are summarized below:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

(in millions)

1 unchanged sentence

Interest rate hedges $ 6.5 $ 13.1

Foreign currency forward contracts — 5.8

Foreign currency options — 1.0

Foreign currency hedges — 6.8

Derivatives not designated as hedging instruments:

TILC warehouse facility – interest rate caps 35.5 6.6

Interest rate derivatives 17.7 6.6

Total assets $ 24.2 $ 26.5

2 unchanged sentences

Interest rate hedges $ 4.5 $ 2.5

Foreign currency foreign contracts 4.5 —

Foreign currency hedges 9.0 —

Derivatives not designated as hedging instruments:

TILC – interest rate caps 35.5 6.6

Interest rate derivatives 17.7 6.6

Total liabilities $ 31.2 $ 9.1

2 unchanged sentences

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 June 30, 2024 and December 31, 2023, we have no assets or liabilities measured on a recurring basis as Level 3 in the fair value hierarchy, except as described in Note 2.

As of September 30, 2024 and December 31, 2023, we have no assets or liabilities measured on a recurring basis as Level 3 in the fair value hierarchy, except as described in Note 2.

See Note 2 for more information regarding fair value measurements involving Level 3 inputs resulting from acquisition activity.

25 unchanged sentences

We operate principally in North America.

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Railcar Leasing and Services Group Rail Products Group Eliminations Consolidated Total

2 unchanged sentences

Total revenues $ 289.5 $ 603.2 $ ( 93.9 ) $ 798.8

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Railcar Leasing and Services Group Rail Products Group Eliminations Consolidated Total

2 unchanged sentences

Total revenues $ 261.7 $ 624.1 $ ( 64.5 ) $ 821.3

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Railcar Leasing and Services Group Rail Products Group Eliminations Consolidated Total

2 unchanged sentences

Total revenues $ 856.1 $ 1,904.8 $ ( 311.1 ) $ 2,449.8

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Railcar Leasing and Services Group Rail Products Group Eliminations Consolidated Total

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

18 unchanged sentences

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 June 30, 2024, the carrying value of our investment in TRIP Holdings and RIV 2013 totaled $ 123.9 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.

At September 30, 2024, the carrying value of our investments in TRIP Holdings and RIV 2013 totaled $ 125.3 million.

Our ownership interests in TRIP Holdings and RIV 2013 are 42.6 % and 30.5 %, respectively, with the remaining interests owned by third-party, investor-owned funds.

These investments in our partially-owned leasing subsidiaries are 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.

16 unchanged sentences

We determined that Trinity is the primary beneficiary and therefore consolidates this entity as we have the power to direct the activities of the entity that most significantly impact its economic performance.

At June 30, 2024, the carrying value of our investment in Trinity Global Ventures totaled $ 2.6 million, which is eliminated in consolidation.

At September 30, 2024, the carrying value of our investment in Trinity Global Ventures totaled $ 2.8 million, which is eliminated in consolidation.

Investment in Unconsolidated Affiliate

4 unchanged sentences

In May 2024, TILC and certain of its subsidiaries sold a portfolio comprised of 1,315 railcars and related leases to Signal Rail for an aggregate sales price of approximately $ 142.8 million.

During the three and six months ended June 30, 2024, TILC recognized a gain of approximately $ 18.8 million on the sale and approximately $ 1.4 million was recognized as revenue for services performed associated with the delivery of railcars with attached leases.

In connection with the sale, TILC contributed $ 2.0 million of cash to Signal Rail, resulting in a change to TILC's weighted average equity ownership in Signal Rail to 12.7 %.

During the nine months ended September 30, 2024, TILC recognized a gain of approximately $ 18.8 million on the sale and approximately $ 1.4 million was recognized as revenue for services performed associated with the delivery of railcars with attached leases.

In connection with the sale, TILC contributed $ 2.0 million of cash to Signal Rail.

Signal Rail financed the May 2024 purchase primarily through an asset-backed securitization.

5 unchanged sentences

Our investment in Signal Rail is being accounted for under the equity method of accounting.

At June 30, 2024, the carrying value of TILC’s equity investment in Signal Rail was $ 21.8 million, which is included in other assets in our Consolidated Balance Sheets.

At September 30, 2024, the carrying value of TILC’s equity investment in Signal Rail was $ 21.5 million, which is included in other assets in our Consolidated Balance Sheets.

The carrying value of this investment represents our maximum exposure in Signal Rail.

4 unchanged sentences

Information related to the Leasing Group is as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 Percent 2024 2023 Percent

24 unchanged sentences

* Not meaningful

(1) Revenues related to services performed by the maintenance services business to support the railcars in our lease fleet are eliminated within the Railcar Leasing & Services Group and are excluded from the totals reported on this line.

(1) Revenues related to services performed by the maintenance services business to support our lease fleet of Company-owned railcars are eliminated within the Railcar Leasing & Services Group and are excluded from the totals reported on this line.

(2) Includes depreciation and amortization expense, maintenance and compliance expense, and other fleet operating costs related to our lease fleet, as well as operating costs for our maintenance services and digital and logistics services businesses.

(3) Includes wholly-owned railcars, partially-owned railcars, and railcars under leased-in arrangements.

(4) Depreciation and amortization expense includes $ 0.8 million and $ 5.5 million for the three and six months ended June 30, 2023, respectively, related to the disposal of certain railcar components associated with our sustainable railcar conversion program.

(4) Depreciation and amortization expense includes $ 0.1 million and $ 5.6 million for the three and nine months ended September 30, 2023, respectively, related to the disposal of certain railcar components associated with our sustainable railcar conversion program.

Additionally, amortization of deferred profit on railcars sold from the Rail Products Group to the Leasing Group is included in depreciation and amortization expense, resulting in the recognition of depreciation expense based on our original manufacturing cost of the railcars.

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

8 unchanged sentences

Future contractual minimum rental revenues on operating leases related to our wholly-owned and partially-owned subsidiaries are as follows:

Remaining six months of 2024 2025 2026 2027 2028 Thereafter Total

Remaining three months of 2024 2025 2026 2027 2028 Thereafter Total

(in millions)

1 unchanged sentence

Wholly-owned subsidiaries.

The Leasing Group’s debt at June 30, 2024 consisted primarily of non-recourse debt.

As of June 30, 2024, Trinity’s wholly-owned subsidiaries included in the Leasing Group held equipment with a net book value of $ 5,592.5 million, which is pledged solely as collateral for Leasing Group debt held by those subsidiaries.

The net book value of unpledged equipment at June 30, 2024 was $ 291.7 million.

The Leasing Group’s debt at September 30, 2024 consisted primarily of non-recourse debt.

As of September 30, 2024, Trinity’s wholly-owned subsidiaries included in the Leasing Group held equipment with a net book value of $ 5,587.4 million, which is pledged solely as collateral for Leasing Group debt held by those subsidiaries.

The net book value of unpledged equipment at September 30, 2024 was $ 290.7 million.

See Note 8 for more information regarding the Leasing Group’s debt.

2 unchanged sentences

Creditors of each of TRIP Holdings and RIV 2013 and their respective subsidiaries have recourse only to the particular subsidiary's assets.

As of June 30, 2024, TRIP Holdings held equipment with a net book value of $ 1,026.2 million, which is pledged solely as collateral for the TRIP Holdings' debt held by its subsidiaries.

As of June 30, 2024, TRP-2021 equipment with a net book value of $ 420.6 million is pledged solely as collateral for the TRP-2021 debt.

As of September 30, 2024, TRIP Holdings held equipment with a net book value of $ 1,018.9 million, which is pledged solely as collateral for the TRIP Holdings' debt held by its subsidiaries.

As of September 30, 2024, TRP-2021 equipment with a net book value of $ 413.1 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.

1 unchanged sentence

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 six months of 2024 2025 2026 2027 2028 Thereafter Total

Remaining three months of 2024 2025 2026 2027 2028 Thereafter Total

(in millions)

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The following table summarizes the components of property, plant, and equipment:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

(in millions)

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The carrying amounts of our debt are as follows:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

(in millions)

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The respective carrying values of our revolving credit facility, 2017 promissory notes, TRL-2023 term loan, and TILC warehouse facility approximate fair value because the interest rate adjusts to the market interest rate.

As of June 30, 2024, we evaluated the fair value of the other equipment financing liability using Level 3 inputs and determined that the carrying value approximates fair value.

As of September 30, 2024, we evaluated the fair value of the other equipment financing liability using Level 3 inputs and determined that the carrying value approximates fair value.

The estimated fair values of our debt are as follows:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

(in millions)

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Revolving Credit Facility – We have a $ 600.0 million unsecured corporate revolving credit facility.

During the six months ended June 30, 2024, we had total borrowings of $ 190.0 million and total repayments of $ 190.0 million under the revolving credit facility.

Additionally, we had outstanding letters of credit issued in an aggregate amount of $ 5.2 million, leaving $ 594.8 million available for borrowing as of June 30, 2024.

The majority of our outstanding letters of credit as of June 30, 2024 are scheduled to expire in November 2024.

Our letters of credit obligations support performance bonds related to certain railcar orders.

The revolving credit facility bears interest at a variable rate of SOFR plus (1) a benchmark adjustment of 10 basis points and (2) a facility margin of 1.75 %, for an all-in interest rate of 7.19 % as of June 30, 2024.

A commitment fee accrues on the average daily unused portion of the revolving credit facility at the rate of 0.175 % to 0.40 % ( 0.25 % as of June 30, 2024).

During the nine months ended September 30, 2024, we had total borrowings of $ 190.0 million and total repayments of $ 190.0 million under the revolving credit facility.

Additionally, we had outstanding letters of credit issued in an aggregate amount of $ 4.4 million, leaving $ 595.6 million available for borrowing as of September 30, 2024.

Our outstanding letters of credit as of September 30, 2024 support performance bonds related to certain railcar orders.

The revolving credit facility bears interest at a variable rate of SOFR plus (1) a benchmark adjustment of 10 basis points and (2) a facility margin of 1.50 %, for an all-in interest rate of 6.44 % as of September 30, 2024.

A commitment fee accrues on the average daily unused portion of the revolving credit facility at the rate of 0.175 % to 0.40 % ( 0.20 % as of September 30, 2024).

The revolving credit facility requires the maintenance of ratios related to minimum interest coverage for the leasing and manufacturing operations and maximum leverage.

As of June 30, 2024, we were in compliance with all such financial covenants.

As of September 30, 2024, we were in compliance with all such financial covenants.

Senior Notes due 2028 – In June 2023, we issued $ 400.0 million aggregate principal amount of 7.75 % senior notes due July 2028.

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Redemption of Senior Notes due 2024 – In June 2024, we redeemed in full $ 400.0 million aggregate principal amount of our 4.55 % senior notes due 2024.

Additionally, in connection with the redemption of the Senior Notes due 2024, during the three and six months ended June 30, 2024, we recognized a loss on extinguishment of debt of $ 0.1 million, which related to the write-off of unamortized discount and debt issuance costs.

These charges are reflected in the interest expense, net line of our Consolidated Statements of Operations for the three and six months ended June 30, 2024.

Additionally, in connection with the redemption of the Senior Notes due 2024, during the nine months ended September 30, 2024, we recognized a loss on extinguishment of debt of $ 0.1 million, which related to the write-off of unamortized discount and debt issuance costs.

These charges are reflected in the interest expense, net line of our Consolidated Statements of Operations for the nine months ended September 30, 2024.

As a result of the redemption of the Senior Notes due 2024, we are no longer required to report supplemental guarantor financial information in this Quarterly Report on Form 10-Q.

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This warehouse loan facility replaced the prior $ 1.0 billion warehouse loan facility.

We incurred $ 3.6 million in debt issuance costs, which are recorded in other assets in our Consolidated Balance Sheets as of June 30, 2024, and are being amortized to interest expense over the facility term.

During the six months ended June 30, 2024, we had total borrowings of $ 905.6 million and total repayments of $ 946.7 million under the current and prior TILC warehouse loan facilities.

Of the remaining unused facility amount of $ 311.8 million, $ 133.3 million was available as of June 30, 2024 based on the amount of warehouse-eligible, unpledged equipment.

Advances under the facility bear interest at one-month term SOFR plus a facility margin of 1.75 %, for an all-in interest rate of 7.08 % at June 30, 2024.

We incurred $ 3.6 million in debt issuance costs, which are recorded in other assets in our Consolidated Balance Sheets as of September 30, 2024, and are being amortized to interest expense over the facility term.

During the nine months ended September 30, 2024, we had total borrowings of $ 946.5 million and total repayments of $ 952.8 million under the current and prior TILC warehouse loan facilities.

Of the remaining unused facility amount of $ 277.0 million, $ 106.2 million was available as of September 30, 2024 based on the amount of warehouse-eligible, unpledged equipment.

Advances under the facility bear interest at one-month term SOFR plus a facility margin of 1.75 %, for an all-in interest rate of 6.95 % at September 30, 2024.

TRL-2024 Secured Railcar Equipment Notes – In May 2024, Trinity Rail Leasing 2021 LLC, a Delaware limited liability company ("TRL-2021") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued an aggregate principal amount of $ 432.4 million of its Series 2024-1 Class A Green Secured Railcar Equipment Notes (the "TRL-2024 Notes").

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The all-in interest rate for the TRL VII Notes was 6.66 % per annum.

In connection with the redemption of the TRL VII Notes, during the three and six months ended June 30, 2024, we recognized a loss on extinguishment of debt of $ 1.4 million, which included a $ 0.6 million early redemption premium and a write-off of $ 0.8 million in unamortized debt issuance costs.

These charges are reflected in the interest expense, net line of our Consolidated Statements of Operations for the three and six months ended June 30, 2024.

In connection with the redemption of the TRL VII Notes, during the nine months ended September 30, 2024, we recognized a loss on extinguishment of debt of $ 1.4 million, which included a $ 0.6 million early redemption premium and a write-off of $ 0.8 million in unamortized debt issuance costs.

These charges are reflected in the interest expense, net line of our Consolidated Statements of Operations for the nine months ended September 30, 2024.

Each of our secured railcar equipment notes, including the TRL-2024 Notes, generally has an anticipated repayment date and a stated final maturity date.

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Terms and conditions of our other debt, including recourse and non-recourse provisions and scheduled maturities, are described in Note 9 of our 2023 Annual Report on Form 10-K.

The effective tax rates from continuing operations for the three and six months ended June 30, 2024 were expenses of 22.7 % and 23.8 %, respectively, which differ from the U.S.

statutory rate of 21.0 % primarily due to state income taxes, foreign income taxes, and non-deductible executive compensation, partially offset by the benefit of noncontrolling interest, for which we do not provide income taxes, excess tax benefits associated with equity-based compensation, and changes in state tax laws enacted in the second quarter.

The effective tax rate from continuing operations for the three months ended June 30, 2023 was an expense of 23.9 %, which differs from the U.S.

The effective tax rate from continuing operations for the six months ended June 30, 2023 was a benefit of 11.3 %, which differs from the U.S.

The effective tax rates from continuing operations for the three and nine months ended September 30, 2024 were expenses of 27.7 % and 25.1 %, respectively, which differ from the U.S.

statutory rate of 21.0 % primarily due to state income taxes, foreign income taxes, non-deductible executive compensation, and return to provision adjustments, partially offset by the benefit of noncontrolling interest for which we do not provide income taxes, excess tax benefits associated with equity-based compensation, and changes in state tax laws.

The effective tax rate from continuing operations for the three months ended September 30, 2023 was an expense of 18.6 %, which differs from the U.S.

statutory rate of 21.0 % primarily due to state income taxes, foreign income taxes, non-deductible executive compensation, excess tax benefits associated with equity-based compensation, taxes not recorded on our non-controlling interests in partially-owned subsidiaries, and the remeasurement of deferred tax liabilities due to state tax law changes and rate reductions enacted during the third quarter of 2023.

The effective tax rate from continuing operations for the nine months ended September 30, 2023 was an expense of 2.8 %, which differs from the U.S.

statutory rate of 21.0 % primarily due to the release of residual taxes out of AOCI;

the re-measurement of our net deferred tax liabilities due to the acquisition of a subsidiary;

the re-measurement of our net deferred tax liabilities due to the acquisition of a subsidiary and state tax law changes and rate reductions during the year;

changes in our valuation allowances;

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and foreign income taxes.

During the six months ended June 30, 2023, one of our partially-owned subsidiaries released residual tax effects that had previously been recorded in AOCI.

This deferred tax benefit was originally recorded before the partially-owned subsidiary was treated as a flow-through entity, remaining in AOCI until the underlying book-to-tax difference no longer existed, which occurred during the six months ended June 30, 2023.

As a result, we recorded an $ 11.9 million income tax benefit in our Consolidated Statements of Operations during the six months ended June 30, 2023.

Pursuant to the acquisition of a subsidiary during the six months ended June 30, 2023, we re-measured our existing deferred tax assets and liabilities, taking into account the expected change to state tax apportionment.

During the nine months ended September 30, 2023, one of our partially-owned subsidiaries released residual tax effects that had previously been recorded in AOCI.

As a result, we recorded an $ 11.9 million income tax benefit in our Consolidated Statements of Operations during the nine months ended September 30, 2023.

Pursuant to the acquisition of a subsidiary during the nine months ended September 30, 2023, we re-measured our existing deferred tax assets and liabilities, taking into account the expected change to state tax apportionment.

This resulted in an increase to our net deferred tax liability of $ 3.2 million in the period, which was recorded through deferred income tax expense.

The tax provision for the six months ended June 30, 2023 also reflects a $ 4.0 million tax benefit related to the net impact of an adjustment to valuation allowances, primarily for deferred tax assets in Mexico, state tax loss carryforwards, and federal tax credits.

The total income tax receivable position as of June 30, 2024 was $ 4.6 million primarily for state tax overpayments.

Our income tax payable for federal, state, and foreign income taxes is $ 7.6 million as of June 30, 2024.

Deferred income taxes related to railcars in our lease fleet were $ 1.1 billion as of both June 30, 2024 and December 31, 2023.

The tax provision for the nine months ended September 30, 2023 also reflects a $ 4.0 million tax benefit related to the net impact of an adjustment to valuation allowances, primarily for deferred tax assets in Mexico, state tax loss carryforwards, and federal tax credits.

The total income tax receivable position as of September 30, 2024 was $ 5.0 million primarily for state tax overpayments.

As of September 30, 2024, our income tax payable for federal, state, and foreign income taxes is $ 23.4 million, which is included in accrued liabilities in the Consolidated Balance Sheet.

Deferred income taxes related to railcars in our lease fleet were $ 1.1 billion as of both September 30, 2024 and December 31, 2023.

Our federal tax return years through 2020 are closed under statute and the years 2021-2023 remain open.

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We believe we are appropriately reserved for any potential matters.

During the three months ended June 30, 2024, Canada enacted a 15% minimum tax on all companies that operate in its jurisdiction, consistent with one or more Organization for Economic Co-operation and Development Global Anti-Base Erosion Model Rules ("Pillar Two").

During the nine months ended September 30, 2024, Canada enacted a 15% minimum tax on all companies that operate in its jurisdiction, consistent with one or more Organization for Economic Co-operation and Development Global Anti-Base Erosion Model Rules ("Pillar Two").

We do not expect that Canada’s enactment of Pillar Two will have a material impact to our income tax expense.

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Amounts related to our employee retirement plans are as follows:

Three Months Ended June 30, Six Months Ended

Three Months Ended September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

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Defined contribution expense $ 3.1 $ 2.5 $ 9.0 $ 7.5

Accumulated Other Comprehensive Income

Changes in AOCI for the six months ended June 30, 2024 are as follows:

Accumulated Other Comprehensive Income (Loss)

Changes in AOCI for the nine months ended September 30, 2024 are as follows:

Unrealized gains/(losses) on derivative financial instruments Net actuarial gains/(losses) of defined benefit plans Accumulated other comprehensive income (loss)

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$ 12.4 $ ( 1.4 ) $ 11.0

Other comprehensive income, net of tax, before reclassifications 5.9 — 5.9

Other comprehensive loss, net of tax, before reclassifications ( 7.3 ) — ( 7.3 )

Amounts reclassified from AOCI, net of tax expense of $ 4.2 , $ — , and $ 4.2

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noncontrolling interest ( 0.3 ) — ( 0.3 )

Other comprehensive loss ( 3.6 ) — ( 3.6 )

Balances at June 30, 2024

Other comprehensive income (loss) ( 20.7 ) 0.1 ( 20.6 )

Balances at September 30, 2024

$ ( 8.3 ) $ ( 1.3 ) $ ( 9.6 )

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The share repurchase program authorizes the Company to repurchase up to $ 250.0 million of its common stock.

During the three and six months ended June 30, 2024, share repurchases totaled 33,900 shares, at a cost of approximately $ 0.9 million, resulting in a remaining authorization to repurchase up to $ 249.1 million of its common stock under the share repurchase program as of June 30, 2024.

There were no shares repurchased during the three and six months ended June 30, 2023.

During the three and nine months ended September 30, 2024, share repurchases totaled 192,250 shares and 226,150 shares, respectively, at a cost of approximately $ 6.2 million and $ 7.1 million, respectively, resulting in a remaining authorization to repurchase up to $ 242.9 million of our common stock under the share repurchase program as of September 30, 2024.

Certain shares of stock repurchased during September 2024, totaling $ 0.2 million, were cash settled in October 2024 in accordance with normal settlement practices.

There were no shares repurchased during the three and nine months ended September 30, 2023.

Stock-Based Compensation

Stock-based compensation expense totaled approximately $ 5.9 million and $ 10.6 million for the three and six months ended June 30, 2024, respectively.

Stock-based compensation expense totaled approximately $ 6.5 million and $ 12.7 million for the three and six months ended June 30, 2023, respectively.

Stock-based compensation expense totaled approximately $ 6.7 million and $ 17.3 million for the three and nine months ended September 30, 2024, respectively.

Stock-based compensation expense totaled approximately $ 6.1 million and $ 18.8 million for the three and nine months ended September 30, 2023, respectively.

The Company's annual grants of share-based awards generally occur in the first and second quarters under our Fifth 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 over the vesting period, generally between three years and four years .

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Expense related to performance units is recognized on a straight-line basis 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 six months ended June 30, 2024:

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.

The following table summarizes stock-based compensation awards granted during the nine months ended September 30, 2024:

Number of Shares Granted Weighted Average Grant-Date Fair Value per Award

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Performance units 241,212 $ 29.56

The fair value of RSUs granted is based on the Company's closing stock price on the date of grant.

For the performance units granted during the six months ended June 30, 2024 for which the payout is based on relative total shareholder return, the fair value was estimated at the date of grant using a Monte Carlo simulation with assumptions that reflect market conditions at the date of grant, including stock price, risk-free interest rate, expected term, expected volatility, and dividend yield.

For the performance units granted during the six months ended June 30, 2024 for which the payout is based on return on equity, the fair value is based on the Company's closing stock price on the date of grant, adjusted to exclude the cumulative value of dividends over the three-year vesting period as these units do not earn dividend equivalents.

The fair value of RSUs and RSAs granted is based on the Company's closing stock price on the date of grant.

For the performance units granted during the nine months ended September 30, 2024 for which the payout is based on relative total shareholder return, the fair value was estimated at the date of grant using a Monte Carlo simulation with assumptions that reflect market conditions at the date of grant, including stock price, risk-free interest rate, expected term, expected volatility, and dividend yield.

For the performance units granted during the nine months ended September 30, 2024 for which the payout is based on return on equity, the fair value is based on the Company's closing stock price on the date of grant, adjusted to exclude the cumulative value of dividends over the three-year vesting period as these units do not earn dividend equivalents.

Earnings Per Common Share

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The following table sets forth the computation of basic and diluted net income attributable to Trinity Industries, Inc.

Three Months Ended June 30, Six Months Ended

Three Months Ended September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

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The Commonwealth of Virginia Attorney General has intervened in the Virginia matter.

On February 7, 2024, the trial court granted the Company's motion for summary judgment and ordered that the trial dates and hearing dates in this matter be removed from the court's docket.

On July 11, 2024, the trial court denied the Commonwealth of Virginia’s motion for reconsideration of the order granting the Company’s motion for summary judgment.

On February 7, 2024, the trial court granted the Company's motion for summary judgment.

On July 11, 2024, the trial court denied Mr.

Harman's and the Commonwealth of Virginia’s motion for reconsideration of the order granting the Company’s motion for summary judgment.

On July 26, 2024, Mr.

Harman filed a Notice of Appeal of the trial court’s final judgment and all adverse rulings, including the denial of Mr.

Harman’s and the Commonwealth of Virginia’s motion for reconsideration.

Harman’s appeal remains pending.

In a similar New Jersey state qui tam action ( State of New Jersey ex rel.

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Norfolk Southern preserved its third-party claims against the Railcar Defendants.

The proposed settlement is subject to the court’s approval.

On May 22, 2024, the parties filed a joint motion to dismiss with prejudice Norfolk Southern’s third-party claims against TILC (the “Dismissal Motion”).

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The Dismissal Order dismisses, with prejudice, all of Norfolk Southern’s claims against TILC, including claims for negligence and contribution.

On September 27, 2024, the district court entered an order approving the settlement of plaintiffs’ claims against Norfolk Southern and the Railcar Defendants.

Certain individual class members have filed notices of appeal concerning the order approving the settlement.

The appeals remain pending.

On December 8, 2023, a lawsuit was filed against TILC titled Ambridge Area School District et al.

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The range of reasonably possible losses for such matters is $ 9.8 million to $ 22.0 million.

This range includes any amounts related to the Highway Products litigation matters described above in the section titled “Highway products litigation." At June 30, 2024, total accruals of $ 8.5 million, including environmental and workplace matters described below, are included in accrued liabilities in the accompanying Consolidated Balance Sheets.

This range includes any amounts related to the matters described above in the section titled “Highway products litigation." At September 30, 2024, total accruals of $ 10.7 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.

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On January 16, 2024, a fire damaged a portion of the Company's facility in Cartersville, Georgia.

We have incurred costs related to cleanup and damage remediation activities in order for the facility to resume limited operations, and we expect to return to normal production levels in the second half of 2024.

We have incurred costs related to cleanup and damage remediation activities in order for the facility to resume limited operations, and we returned to normal production levels as of September 30, 2024.

We believe our insurance coverage is sufficient to cover property damage costs related to the event.

To date, we have received advanced payments from insurance of approximately $ 1.5 million for cleanup and damage remediation activities.

Additionally, at March 31, 2024, we recorded an insurance receivable of approximately $ 1.0 million for property damage recoveries that we have concluded are probable of collection, which remains outstanding at June 30, 2024.

Accordingly, at March 31, 2024, we recorded an insurance receivable of approximately $ 1.0 million for property damage recoveries, which was collected in the third quarter of 2024.

To date, we have received total advanced payments from insurance of approximately $ 3.4 million, which includes $ 1.7 million for reimbursement of cleanup and damage remediation activities and the $ 1.0 million insurance receivable described above.

As of September 30, 2024, we have utilized $ 0.7 million of the advanced payments from insurance towards new capital expenditures in support of the reconstruction efforts.

Any property damage insurance proceeds received in excess of the net book value of property lost and related cleanup costs will be accounted for as a gain.

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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-Q

Item 1. Financial Statements