Item 1. Financial Statements
Item 1. Financial Statements
Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Operations
(unaudited)
Three Months Ended
September 30, Nine Months Ended
September 30,
2024 2023 2024 2023
(in millions, except per share amounts)
Revenues:
Manufacturing $ 509.6 $ 560.0 $ 1,595.8 $ 1,423.6
Leasing & Services 289.2 261.3 854.0 761.8
798.8 821.3 2,449.8 2,185.4
Operating costs:
Cost of revenues:
Manufacturing 460.7 523.0 1,442.8 1,349.0
Leasing & Services 168.6 156.5 493.8 470.2
629.3 679.5 1,936.6 1,819.2
Selling, engineering, and administrative expenses:
Manufacturing 8.7 7.3 24.2 21.8
Leasing & Services 18.7 16.6 56.8 48.7
Corporate & other 33.1 25.2 93.1 82.8
60.5 49.1 174.1 153.3
Gains on dispositions of property:
Lease portfolio sales 11.4 3.1 36.2 46.4
Other 2.0 4.4 4.2 6.8
13.4 7.5 40.4 53.2
Restructuring activities, net — — — ( 2.2 )
Total operating profit 122.4 100.2 379.5 268.3
Other (income) expense:
Interest expense, net 67.4 68.8 206.6 197.8
Other, net ( 1.4 ) ( 0.9 ) ( 1.4 ) 2.0
66.0 67.9 205.2 199.8
Income from continuing operations before income taxes 56.4 32.3 174.3 68.5
Provision (benefit) for income taxes:
Current 18.3 22.2 45.2 26.2
Deferred ( 2.7 ) ( 16.2 ) ( 1.5 ) ( 24.3 )
15.6 6.0 43.7 1.9
Income from continuing operations 40.8 26.3 130.6 66.6
Loss from discontinued operations, net of benefit for income taxes of $ 1.7 , $ 0.7 , $ 3.5 , and $ 2.2
( 5.3 ) ( 2.7 ) ( 11.3 ) ( 8.1 )
Net income 35.5 23.6 119.3 58.5
Net income attributable to noncontrolling interest 4.1 1.8 9.8 15.3
Net income attributable to Trinity Industries, Inc. $ 31.4 $ 21.8 $ 109.5 $ 43.2
Basic earnings per common share:
Income from continuing operations $ 0.45 $ 0.30 $ 1.48 $ 0.63
Loss from discontinued operations ( 0.07 ) ( 0.03 ) ( 0.14 ) ( 0.10 )
Basic net income attributable to Trinity Industries, Inc. $ 0.38 $ 0.27 $ 1.34 $ 0.53
Diluted earnings per common share:
Income from continuing operations $ 0.44 $ 0.29 $ 1.44 $ 0.62
Loss from discontinued operations ( 0.07 ) ( 0.03 ) ( 0.13 ) ( 0.10 )
Diluted net income attributable to Trinity Industries, Inc. $ 0.37 $ 0.26 $ 1.31 $ 0.52
Weighted average number of shares outstanding:
Basic 82.2 81.6 81.9 81.2
Diluted 84.1 83.5 83.9 83.5
See accompanying notes to Consolidated Financial Statements.
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Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
(unaudited)
Three Months Ended
September 30, Nine Months Ended
September 30,
2024 2023 2024 2023
(in millions)
Net income $ 35.5 $ 23.6 $ 119.3 $ 58.5
Other comprehensive income (loss):
Derivative financial instruments:
Unrealized gains (losses) arising during the period, net of tax benefit (expense) of $ 3.9 , $( 1.4 ), $ 2.2 , and $( 4.2 )
( 13.2 ) 5.0 ( 7.3 ) 14.4
Reclassification adjustments for gains included in net income, net of tax (expense) benefit of $( 1.3 ), $( 1.4 ), $( 4.2 ), and $ 8.5
( 3.8 ) ( 4.8 ) ( 13.1 ) ( 23.6 )
Defined benefit plans:
Amortization of net actuarial losses, net of tax benefit of $ — , $ — , $ — , and $ —
0.1 — 0.1 —
( 16.9 ) 0.2 ( 20.3 ) ( 9.2 )
Comprehensive income 18.6 23.8 99.0 49.3
Less: comprehensive income attributable to noncontrolling interest 4.2 1.9 10.1 8.1
Comprehensive income attributable to Trinity Industries, Inc. $ 14.4 $ 21.9 $ 88.9 $ 41.2
See accompanying notes to Consolidated Financial Statements.
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Trinity Industries, Inc. and Subsidiaries
Consolidated Balance Sheets
September 30, 2024 December 31, 2023
(unaudited)
(in millions)
ASSETS
Cash and cash equivalents $ 222.4 $ 105.7
Receivables, net of allowance 413.8 363.5
Income tax receivable 5.0 5.2
Inventories:
Raw materials and supplies 359.2 419.4
Work in process 141.2 142.4
Finished goods 48.7 122.5
549.1 684.3
Restricted cash, including partially-owned subsidiaries of $ 29.6 and $ 30.6
110.0 129.4
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $ 1,923.2 and $ 1,922.5
9,643.0 9,539.6
Less accumulated depreciation, including partially-owned subsidiaries of $ 679.6 and $ 644.7
( 2,714.4 ) ( 2,534.8 )
6,928.6 7,004.8
Goodwill 221.5 221.5
Other assets 392.5 392.1
Total assets $ 8,842.9 $ 8,906.5
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 270.2 $ 305.3
Accrued liabilities 325.8 302.3
Debt:
Recourse 597.7 794.6
Non-recourse:
Wholly-owned subsidiaries 4,007.4 3,819.2
Partially-owned subsidiaries 1,094.6 1,140.4
5,699.7 5,754.2
Deferred income taxes 1,096.8 1,103.5
Other liabilities 151.9 165.7
Total liabilities 7,544.4 7,631.0
Commitments and contingencies (Note 14)
Preferred stock – 1.5 shares authorized and unissued
— —
Common stock – 400.0 shares authorized
0.8 0.8
Capital in excess of par value 23.4 15.4
Retained earnings 1,050.2 1,010.5
Accumulated other comprehensive income (loss) ( 9.6 ) 11.0
Treasury stock ( 7.4 ) ( 0.6 )
Trinity stockholders' equity 1,057.4 1,037.1
Noncontrolling interest 241.1 238.4
Total stockholders' equity 1,298.5 1,275.5
Total liabilities and stockholders' equity $ 8,842.9 $ 8,906.5
See accompanying notes to Consolidated Financial Statements.
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Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(unaudited)
Nine Months Ended
September 30,
2024 2023
(in millions)
Operating activities:
Net income $ 119.3 $ 58.5
Loss from discontinued operations, net of income taxes 11.3 8.1
Adjustments to reconcile net income to net cash provided by operating activities – continuing operations:
Depreciation and amortization 220.2 219.9
Stock-based compensation expense 17.3 18.8
Provision (benefit) for deferred income taxes ( 1.5 ) ( 24.3 )
Net gains on lease portfolio sales ( 36.2 ) ( 46.4 )
Gains on dispositions of property and other assets ( 4.2 ) ( 1.9 )
Gains on insurance recoveries from property damage — ( 4.9 )
Non-cash impact of restructuring activities — ( 2.2 )
Non-cash interest expense 9.8 9.1
Loss on extinguishment of debt 1.5 —
Other ( 3.9 ) ( 3.7 )
Changes in operating assets and liabilities:
(Increase) decrease in receivables ( 50.5 ) ( 54.4 )
(Increase) decrease in inventories 135.2 ( 50.0 )
(Increase) decrease in other assets ( 3.0 ) —
Increase (decrease) in accounts payable ( 35.1 ) 22.6
Increase (decrease) in accrued liabilities 0.3 60.5
Increase (decrease) in other liabilities 3.0 6.1
Net cash provided by operating activities – continuing operations 383.5 215.8
Net cash used in operating activities – discontinued operations ( 11.3 ) ( 8.1 )
Net cash provided by operating activities 372.2 207.7
Investing activities:
Proceeds from dispositions of property and other assets 15.5 13.0
Proceeds from lease portfolio sales 253.7 245.8
Capital expenditures – lease fleet ( 340.2 ) ( 483.3 )
Capital expenditures – operating and administrative ( 32.3 ) ( 29.4 )
Acquisitions, net of cash acquired — ( 66.2 )
Proceeds from insurance recoveries 1.7 4.9
Equity investments ( 3.6 ) ( 1.1 )
Net cash used in investing activities ( 105.2 ) ( 316.3 )
Financing activities:
Payments to retire debt ( 1,831.0 ) ( 1,279.0 )
Proceeds from issuance of debt 1,762.4 1,444.3
Payments to settle contingent consideration liability ( 8.0 ) —
Shares repurchased ( 6.9 ) —
Dividends paid to common shareholders ( 70.1 ) ( 64.7 )
Purchase of shares to satisfy employee tax on vested stock ( 8.7 ) ( 6.9 )
Distributions to noncontrolling interest ( 7.4 ) ( 12.7 )
Net cash provided by (used in) financing activities ( 169.7 ) 81.0
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
Cash, cash equivalents, and restricted cash at end of period $ 332.4 $ 266.7
See accompanying notes to Consolidated Financial Statements.
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Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity
(unaudited)
Common Stock Capital in
Excess of
Par Value Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Treasury Stock Trinity
Stockholders’
Equity Noncontrolling
Interest Total
Stockholders’
Equity
Shares $ 0.01 Par Value
Shares Amount
(in millions, except par value and per common share amounts)
Balances at
December 31, 2023
81.8 $ 0.8 $ 15.4 $ 1,010.5 $ 11.0 — $ ( 0.6 ) $ 1,037.1 $ 238.4 $ 1,275.5
Net income — — — 23.7 — — — 23.7 3.7 27.4
Other comprehensive income — — — — 7.4 — — 7.4 0.1 7.5
Cash dividends declared on common stock (1)
— — — ( 23.3 ) — — — ( 23.3 ) — ( 23.3 )
Distributions to noncontrolling interest
— — — — — — — — ( 3.0 ) ( 3.0 )
Stock-based compensation expense
— — 4.7 — — — — 4.7 — 4.7
Settlement of share-based awards, net — — 0.1 — — — ( 0.4 ) ( 0.3 ) — ( 0.3 )
Balances at
March 31, 2024
81.8 $ 0.8 $ 20.2 $ 1,010.9 $ 18.4 — $ ( 1.0 ) $ 1,049.3 $ 239.2 $ 1,288.5
Net income — — — 54.4 — — — 54.4 2.0 56.4
Other comprehensive income (loss) — — — — ( 11.0 ) — — ( 11.0 ) 0.1 ( 10.9 )
Cash dividends declared on common stock (1)
— — — ( 23.3 ) — — — ( 23.3 ) — ( 23.3 )
Distributions to noncontrolling interest
— — — — — — — — ( 2.8 ) ( 2.8 )
Stock-based compensation expense
— — 5.9 — — — — 5.9 — 5.9
Settlement of share-based awards, net 0.9 — 0.2 — — ( 0.3 ) ( 9.1 ) ( 8.9 ) — ( 8.9 )
Shares repurchased — — — — — — ( 0.9 ) ( 0.9 ) — ( 0.9 )
Retirement of treasury stock
( 0.3 ) — ( 10.4 ) — — 0.3 10.4 — — —
Balances at
June 30, 2024
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 )
Balances at
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.
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Common Stock Capital in
Excess of
Par Value Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Treasury Stock Trinity
Stockholders’
Equity Noncontrolling
Interest Total
Stockholders’
Equity
Shares $ 0.01 Par Value
Shares Amount
(in millions, except par value and per common share amounts)
Balances at
December 31, 2022
81.1 $ 0.8 $ — $ 992.6 $ 19.7 — $ ( 0.7 ) $ 1,012.4 $ 257.2 $ 1,269.6
Net income — — — 4.4 — — — 4.4 9.3 13.7
Other comprehensive loss — — — — ( 7.0 ) — — ( 7.0 ) ( 7.4 ) ( 14.4 )
Cash dividends declared on common stock (1)
— — — ( 21.4 ) — — — ( 21.4 ) — ( 21.4 )
Distributions to noncontrolling interest — — — — — — — — ( 2.9 ) ( 2.9 )
Stock-based compensation expense
— — 6.2 — — — — 6.2 — 6.2
Settlement of share-based awards, net — — 0.4 — — — ( 0.8 ) ( 0.4 ) — ( 0.4 )
Balances at
March 31, 2023
81.1 $ 0.8 $ 6.6 $ 975.6 $ 12.7 — $ ( 1.5 ) $ 994.2 $ 256.2 $ 1,250.4
Net income — — — 17.0 — — — 17.0 4.2 21.2
Other comprehensive income — — — — 4.9 — — 4.9 0.1 5.0
Cash dividends declared on common stock (1)
— — — ( 21.6 ) — — — ( 21.6 ) — ( 21.6 )
Distributions to noncontrolling interest
— — — — — — — — ( 6.1 ) ( 6.1 )
Stock-based compensation expense
— — 6.5 — — — — 6.5 — 6.5
Settlement of share-based awards, net 1.0 — — — — ( 0.3 ) ( 6.4 ) ( 6.4 ) — ( 6.4 )
Retirement of treasury stock
( 0.3 ) — ( 7.2 ) — — 0.3 7.2 — — —
Balances at
June 30, 2023
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 )
Balances at
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 .
See accompanying notes to Consolidated Financial Statements.
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Trinity Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
Note 1. Summary of Significant Accounting Policies
Basis of Presentation
The foregoing Consolidated Financial Statements are unaudited and have been prepared from the books and records of Trinity Industries, Inc. and 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 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 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.
Our Reportable Segments
Effective January 1, 2024, the Company modified its organizational structure to better leverage our maintenance services capabilities to support lease fleet optimization and to grow our services and parts businesses. The new structure resulted in a change to our reportable segments beginning in 2024. In connection with this organizational update, we aligned the maintenance services business, which was previously reported in the Rail Products Group, to now be presented within our leasing business. This change aligns with the way in which our Chief Operating Decision Maker ("CODM") assesses performance and allocates resources. Consequently, beginning January 1, 2024, we report our operating results in two reportable segments: (1) the Railcar Leasing and Services Group, formerly the Railcar Leasing and Management Services Group, and (2) the Rail Products Group. These changes had no impact to our previously reported consolidated results of operations, financial position, or cash flows. All prior period segment results set forth herein have been recast to reflect these changes and present results on a comparable basis.
Revenue Recognition
In accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers , revenue is measured based on the allocation of the transaction price in a contract to satisfied performance obligations. The transaction price does not include any amounts collected on behalf of third parties. We recognize revenue when we satisfy a performance obligation by transferring control over a product or service to a customer. For all contracts with customers, we evaluate whether we are the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis). Generally, we are the principal in our contracts with customers and report revenues on a gross basis as we control the product or service before it is transferred to a customer. We act as an agent for a small number of service contracts and report those revenues on a net basis as we do not control the services before they are provided to the customer. Payments for our products and services are generally due within normal commercial terms. The following is a description of principal activities from which we generate our revenue, separated by reportable segments. See Note 4 for a further discussion regarding our reportable segments.
Railcar Leasing and Services Group
In our Railcar Leasing and Services Group ("Leasing Group"), revenue from rentals and operating leases, including contracts that contain non-level fixed lease payments, is recognized monthly on a straight-line basis. Leases not classified as operating leases are generally considered sales-type leases as a result of an option to purchase.
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We review our operating lease receivables for collectibility on a regular basis, taking into consideration changes in factors such as the lessee’s payment history, the financial condition of the lessee, and business and economic conditions in the industry in which the lessee operates. In the event that the collectibility of a receivable with respect to any lessee is no longer probable, we derecognize the revenue and related receivable and recognize future revenue only when the lessee makes a rental payment. Contingent rents are recognized when the contingency is resolved.
Selling profit or loss associated with sales-type leases is recognized upon lease commencement, and a net investment in the sales-type lease is recorded in the Consolidated Balance Sheets. 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 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 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 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.
In connection with an acquisition that occurred during the first quarter of 2023, we evaluated whether we are acting as a principal or an agent for certain logistics services provided to a small number of customers. During the fourth quarter of 2023, we concluded that we act as an agent in these transactions as we do not control the services before they are provided to the customer, and as a result, revenues that were previously recognized on a gross basis should be recognized on a net basis. We elected to effect this accounting change on a prospective basis as it was not quantitatively or qualitatively material to our consolidated financial statements, and beginning in the fourth quarter of 2023, revenues associated with these services are now recognized on a net basis. The accounting change had no effect on the Company's previously reported operating profit, net income, earnings per share, Consolidated Balance Sheets, or Consolidated Statements of Cash Flows.
Rail Products Group
Our railcar manufacturing business recognizes revenue related to new railcars when the customer has submitted its certificate of acceptance and legal title of the railcar has passed to the customer. Certain contracts for the sales of railcars include price adjustments based on changes to input costs; this amount represents variable consideration for which we are generally unable to estimate the final consideration until the railcar is delivered.
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 $ 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.
We account for shipping and handling costs as activities to fulfill the promise to transfer the good; as such, these fees are recorded in revenue. The fees and costs of shipping and handling activities are accrued when the related performance obligation has been satisfied.
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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 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
Total
Amount Percent expected to be delivered in 2024
(in millions)
Rail Products Group:
New railcars:
External customers $ 1,998.9
Leasing Group
365.6
$ 2,364.5 19.9 %
Sustainable railcar conversions $ 6.5 53.8 %
Railcar Leasing and Services Group:
Leasing and management $ 60.8 8.2 %
Maintenance services $ 6.9 100.0 %
The remainder of the unsatisfied performance obligations for the Rail Products Group is expected to be delivered through 2028. The orders in the Rail Products Group's backlog from the Leasing Group are fully supported by lease commitments with external customers. The final amount of backlog attributable to the Leasing Group may vary by the time of delivery as customers may elect to change their procurement decision.
Unsatisfied performance obligations for the Railcar Leasing and Services Group are related to servicing, maintenance, and management agreements and are expected to be performed through 2029.
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Lease Accounting
Lessee
We are the lessee of operating leases predominantly for office buildings and railcars, as well as manufacturing equipment and office equipment. 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 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.
The following table summarizes the impact of our operating leases on our Consolidated Financial Statements (in millions, except lease term and discount rate):
Three Months Ended
September 30, Nine Months Ended
September 30,
2024 2023 2024 2023
Consolidated Statements of Operations
Operating lease expense $ 5.2 $ 4.6 $ 15.8 $ 13.3
Consolidated Statements of Cash Flows
Cash flows from operating activities $ 15.8 $ 13.3
Right-of-use assets recognized in exchange for new lease liabilities $ 8.0 $ 9.6
September 30, 2024 December 31, 2023
Consolidated Balance Sheets
Right-of-use assets (1)
$ 97.0 $ 100.6
Lease liabilities (2)
$ 112.6 $ 118.2
Weighted average remaining lease term 8.7 years 9.3 years
Weighted average discount rate (3)
3.7 % 3.6 %
(1) Included in other assets in our Consolidated Balance Sheets.
(2) Included in other liabilities in our Consolidated Balance Sheets.
(3) As the rate implicit in our leases is not readily determinable, we use the incremental borrowing rate of our Trinity Industries Leasing Company ("TILC") warehouse loan facility for railcar leases or our revolving credit facility for operating and administrative leases at lease commencement to determine the present value of lease payments.
Future contractual minimum operating lease liabilities will mature as follows (in millions):
Railcars in our Lease Fleet Operating and Administrative Total
Remaining three months of 2024 $ 2.3 $ 3.1 $ 5.4
2025 8.7 11.4 20.1
2026 8.0 10.1 18.1
2027 7.5 9.3 16.8
2028 5.0 7.9 12.9
Thereafter 6.8 51.3 58.1
Total operating lease payments $ 38.3 $ 93.1 $ 131.4
Less: Present value adjustment ( 18.8 )
Total operating lease liabilities $ 112.6
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Lessor
Our Leasing Group enters into railcar operating leases with third parties with terms generally ranging between one year and ten years . The majority of our fleet operates on leases that earn fixed monthly lease payments. Generally, lease payments are due at the beginning of the applicable month. A portion of our fleet operates on per diem leases that earn usage-based variable lease payments. Some of our leases include options to extend the leases for up to five years , and a small percentage of our leases include early termination options with certain notice requirements and early termination penalties. As of 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. Additionally, our lease agreements contain normal wear and tear return condition provisions and high mileage thresholds designed to protect the value of our residual assets. Our lease agreements do not contain any material residual value guarantees or restrictive covenants.
The following table summarizes the impact of our leases on our Consolidated Statements of Operations:
Three Months Ended
September 30, Nine Months Ended
September 30,
2024 2023 2024 2023
(in millions)
Operating lease revenues $ 194.5 $ 183.4 $ 582.3 $ 542.0
Variable operating lease revenues $ 14.7 $ 18.3 $ 49.2 $ 51.0
Interest income on sales-type lease receivables $ 0.2 $ 0.1 $ 0.5 $ 0.5
Future contractual minimum revenues for operating leases will mature as follows (in millions) (1) :
Remaining three months of 2024 $ 186.1
2025 660.8
2026 535.2
2027 406.1
2028 258.0
Thereafter 402.3
Total $ 2,448.5
(1) Total contractual minimum rental revenues on operating leases relates to our wholly-owned and partially-owned subsidiaries and sub-lease rental revenues associated with the Leasing Group's operating lease obligations.
Future contractual minimum lease receivables for sales-type leases will mature as follows (in millions):
Remaining three months of 2024 $ 0.3
2025 1.1
2026 1.1
2027 1.1
2028 1.1
Thereafter 9.0
Total 13.7
Less: Unearned interest income ( 3.8 )
Net investment in sales-type leases (1)
$ 9.9
(1) Included in other assets in our Consolidated Balance Sheets .
Financial Instruments
We consider all highly liquid debt instruments to be either cash and cash equivalents if purchased with a maturity of three months or less, or short-term marketable securities if purchased with a maturity of more than three months and less than one year.
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Financial instruments that potentially subject us to a concentration of credit risk are primarily cash investments, including restricted cash and receivables. We place our cash investments in bank deposits, investment grade short-term debt instruments, highly-rated money market funds, and highly-rated commercial paper. We limit the amount of credit exposure to any one commercial issuer. The carrying values of cash, receivables, and accounts payable are considered to be representative of their respective fair values.
Concentrations of credit risk with respect to receivables are limited due to control procedures that monitor the credit worthiness of customers, the large number of customers in our customer base, and their dispersion across different end markets and geographic areas. Receivables are generally evaluated at a portfolio level based on these characteristics. As receivables are generally unsecured, we maintain an allowance for credit losses using a forward-looking approach based on historical losses and consideration of current and expected future economic conditions. Historically, we have observed that the likelihood of loss increases when receivables have aged beyond 180 days. When a receivable is deemed uncollectible, the write-off is recorded as a reduction to the allowance for credit losses. 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 .
Supply Chain Finance Program
In cooperation with a participating financial institution, we facilitate a voluntary supply chain finance ("SCF") program for several of our suppliers. We negotiate payment terms with suppliers that are in line with average industry terms. We have not pledged any assets as security or provided other forms of guarantees to the financial institution. Under the SCF program, participating suppliers may choose to sell, at a discounted price, receivables due from us to the financial institution, at the sole discretion of both the suppliers and the financial institution, prior to the invoices’ scheduled due dates. The payment terms that we negotiate with all suppliers are consistent regardless of whether the supplier chooses to participate in the SCF program for a particular invoice. 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 $ 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
Goodwill by segment is as follows:
September 30, 2024 December 31, 2023
Railcar Leasing and Services Group $ 50.6 $ 50.6
Rail Products Group 170.9 170.9
$ 221.5 $ 221.5
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Warranties
We provide various express, limited product warranties that generally range from one year to five years depending on the product. The warranty costs are estimated using a two-step approach. First, an engineering estimate is made for the cost of all claims that have been asserted by customers. Second, based on historical claims experience, a cost is accrued for all products still within a warranty period for which no claims have been filed. We provide for the estimated cost of product warranties at the time revenue is recognized related to products covered by warranties and assess the adequacy of the resulting reserves on a quarterly basis. The changes in the accruals for warranties for the three and nine months ended September 30, 2024 and 2023 are as follows:
Three Months Ended
September 30, Nine Months Ended
September 30,
2024 2023 2024 2023
(in millions)
Beginning balance $ 2.8 $ 5.2 $ 3.3 $ 3.3
Warranty costs incurred — ( 0.7 ) ( 0.4 ) ( 1.2 )
Warranty originations and revisions 0.2 0.5 0.4 3.5
Warranty expirations ( 0.1 ) — ( 0.4 ) ( 0.6 )
Ending balance $ 2.9 $ 5.0 $ 2.9 $ 5.0
Recent Accounting Pronouncements
Not Yet Adopted
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. ASU 2023-07 requires disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the CODM, the amount for other segment items by reportable segment and a description of its composition, the title and position of the CODM, and interim period disclosure of all current ASC 280, Segment Reporting , annual disclosures about a reportable segment's profit or loss and assets. 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. We are currently evaluating the impact ASU 2023-07 will have on our segment reporting disclosures.
ASU 2023-09 – In December 2023, the FASB issued ASU No. 2023-09, "Improvements to Income Tax Disclosures," which enhances transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires, on an annual basis, a tabular disclosure using specific categories in the rate reconciliation and providing additional information for reconciling items that meet a quantitative threshold, as well as the disaggregation of income taxes paid by federal, state, and foreign jurisdictions. ASU 2023-09 is effective for public companies during annual reporting periods beginning after December 15, 2024 on a prospective basis, with an option for retrospective application. Early adoption is permitted. We are currently evaluating the impact ASU-2023-09 will have on our income tax disclosures.
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Note 2. Acquisitions and Discontinued Operations
Acquisitions
Acquisition of Holden America
In December 2022, we acquired Holden America, a manufacturer of market-leading multi-level vehicle securement and protection systems, gravity-outlet gates, and gate accessories for freight rail in North America. The purchase agreement included minimum additional consideration of $ 10.0 million, which is payable in installments of $ 5.0 million per year in each of 2024 and 2025. The purchase agreement also contained a provision whereby additional consideration could become payable based on the achievement of certain revenue targets, up to a maximum payout of $ 10.0 million.
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 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 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, 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. Based on our purchase price allocation, we recorded identifiable intangible assets of $ 35.7 million, goodwill of $ 25.6 million, and certain other immaterial assets and liabilities. The identifiable intangible assets, with the exception of the trade name, which is considered an indefinite-lived intangible asset, are being amortized over their estimated useful lives, ranging from 5 years to 15 years.
Discontinued Operations
Sale of Highway Products Business
In the fourth quarter of 2021, we completed the sale of Trinity Highway Products, LLC (“THP”). 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 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 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. See Note 14 for further information regarding obligations retained in connection with the THP sale.
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Note 3. Derivative Instruments and Fair Value Measurements
Derivative Instruments
We use derivative instruments to mitigate interest rate risk, including risks associated with the impact of changes in interest rates in anticipation of future debt issuances and to offset interest rate variability of certain floating rate debt issuances outstanding. We also use derivative instruments to mitigate the impact of changes in foreign currency exchange rates. Derivative instruments that are designated and qualify as cash flow hedges are accounted for by recording the effective portion of the gain or loss on the derivative instrument in accumulated other comprehensive income or loss ("AOCI") as a separate component of stockholders' equity. These accumulated gains or losses are reclassified into earnings in the periods during which the hedged transactions affect earnings. Derivative instruments that are not designated as hedges are accounted for by recording the realized and unrealized gains or losses on the derivative instrument in other, net (income) expense in our Consolidated Statements of Operations. We continuously monitor our derivative positions and the credit ratings of our counterparties and do not anticipate losses due to non-performance. See Note 8 for a description of our debt instruments.
Derivatives Designated as Hedging Instruments
Interest Rate Hedges
Included in accompanying balance sheet
at September 30, 2024
AOCI – loss/(income)
Notional Amount Interest Rate (1)
Asset/(Liability) Controlling Interest Noncontrolling Interest
($ in millions)
Expired hedges:
2018 secured railcar equipment notes $ 249.3 4.41 % $ — $ 0.1 $ —
Tribute Rail secured railcar equipment notes $ 256.0 2.86 % $ — $ 0.2 $ 0.3
2017 promissory notes – interest rate cap $ 169.3 3.00 % $ — $ ( 0.1 ) $ —
Open hedges:
2017 promissory notes – interest rate swap $ 388.1 2.31 % $ 6.3 $ ( 5.9 ) $ —
TRL-2023 term loan $ 261.0 3.79 % $ ( 4.5 ) $ 4.6 $ —
TILC (2)
$ 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
September 30, Nine Months Ended
September 30, Expected effect during next twelve months
2024 2023 2024 2023
(in millions)
Expired hedges:
2018 secured railcar equipment notes
$ — $ — $ 0.1 $ 0.1 $ 0.1
TRIP Holdings warehouse loan $ — $ — $ — $ 0.1 $ —
Tribute Rail secured railcar equipment notes $ 0.2 $ 0.2 $ 0.5 $ 0.6 $ 0.5
2017 promissory notes – interest rate cap $ (0.1) $ (0.1) $ (0.1) $ (0.1) $ ( 0.1 )
Open hedges (1) :
2017 promissory notes – interest rate swap $ (3.0) $ (3.1) $ (9.1) $ (8.5) $ ( 12.1 )
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 September 30, 2024.
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Foreign Currency Hedges
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:
Included in
accompanying balance
sheet at September 30, 2024
Effect on cost of revenues – increase/(decrease)
Notional
Amount Asset/ (Liability) AOCI –
loss/(income) Three Months Ended
September 30, Nine Months Ended
September 30, Expected effect during next twelve months (1)
Instrument 2024 2023 2024 2023
(in millions)
Forward contracts $ 179.0 $ ( 9.0 ) $ 12.0 $ (1.2) $ (2.2) $ (5.8) $ (6.1) $ 11.3
Options (2)
$ — $ — $ — $ — $ — $ 0.2 $ — $ —
(1) Based on the fair value of open hedges as of September 30, 2024.
(2) The foreign currency options matured in June 2024 .
Derivatives Not Designated as Hedging Instruments (1)
Asset/(Liability) at
September 30, 2024
Effect on other, net (income) expense –
increase/(decrease)
Notional
Amount Interest
Rate Three Months Ended
September 30, Nine Months Ended
September 30,
2024 2023 2024 2023
($ in millions)
Interest rate derivatives – open:
TILC warehouse facility – interest rate cap $ 680.0 2.50 % $ 17.7 $ 13.0 $ — $ 9.3 $ —
TILC – interest rate cap (2)
$ 680.0 2.50 % $ ( 17.7 ) $ (13.0) $ — $ (6.2) $ —
Interest rate derivatives – expired (3) :
TILC warehouse facility – interest rate cap $ 800.0 2.50 % $ — $ — $ (0.3) $ 1.9 $ (5.5)
TILC – interest rate cap $ 800.0 2.50 % $ — $ — $ 0.3 $ (1.9) $ 5.5
(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 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.
(3) These interest rate caps matured in March 2024 and were settled in April 2024.
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Fair Value Measurements
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date. An entity is required to establish a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are listed below.
Level 1 – This level is defined as quoted prices in active markets for identical assets or liabilities. Our cash equivalents and restricted cash are instruments of the U.S. Treasury or highly-rated money market mutual funds. The assets measured on a recurring basis as Level 1 in the fair value hierarchy are summarized below:
Level 1
September 30, 2024 December 31, 2023
(in millions)
Assets:
Cash equivalents $ 138.4 $ 78.7
Restricted cash 110.0 129.4
Total assets $ 248.4 $ 208.1
Level 2 – This level is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Interest rate swaps and interest rate caps are valued at exit prices obtained from each counterparty. Foreign currency hedges are valued at exit prices obtained from each counterparty, which are based on currency spot and forward rates and forward points. The assets and liabilities measured on a recurring basis as Level 2 in the fair value hierarchy are summarized below:
Level 2
September 30, 2024 December 31, 2023
(in millions)
Assets (1) :
Derivatives designated as hedging instruments:
Interest rate hedges $ 6.5 $ 13.1
Foreign currency hedges — 6.8
Derivatives not designated as hedging instruments:
Interest rate derivatives 17.7 6.6
Total assets $ 24.2 $ 26.5
Liabilities (2) :
Derivatives designated as hedging instruments:
Interest rate hedges $ 4.5 $ 2.5
Foreign currency hedges 9.0 —
Derivatives not designated as hedging instruments:
Interest rate derivatives 17.7 6.6
Total liabilities $ 31.2 $ 9.1
(1) Included in other assets in our Consolidated Balance Sheets.
(2) Included in accrued liabilities in our Consolidated Balance Sheets.
Level 3 – This level is defined as unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As of 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. See Note 8 for the estimated fair values of our debt instruments. The fair values of all other financial instruments are estimated to approximate carrying value.
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Note 4. Segment Information
We report our operating results in two reportable segments: (1) the Railcar Leasing and Services Group, which owns and operates a fleet of railcars and provides third-party fleet leasing, management, and administrative services; railcar maintenance and modification services; and other railcar logistics products and services; and (2) the Rail Products Group, which manufactures and sells railcars and related parts and components.
Effective January 1, 2024, the Company modified its organizational structure to better leverage our maintenance services capabilities to support lease fleet optimization and to grow our services and parts businesses. The new structure resulted in a change to our reportable segments beginning in 2024. In connection with this organizational update, we aligned the maintenance services business, which was previously reported in the Rail Products Group, to now be presented within our leasing business. This change aligns with the way in which our CODM assesses performance and allocates resources. Consequently, beginning January 1, 2024, we report our operating results in two reportable segments: (1) the Railcar Leasing and Services Group, formerly the Railcar Leasing and Management Services Group, and (2) the Rail Products Group. These changes had no impact to our previously reported consolidated results of operations, financial position, or cash flows. All prior period segment results set forth herein have been recast to reflect these changes and present results on a comparable basis.
Gains and losses from the sale of property, plant, and equipment are included in the operating profit of each respective segment. Our CODM regularly reviews the operating results of our reportable segments in order to assess performance and allocate resources. Our CODM does not consider restructuring activities when evaluating segment operating results; therefore, restructuring activities are not allocated to segment profit or loss.
Sales and related net profits ("deferred profit") from the Rail Products Group to the Leasing Group are recorded in the Rail Products Group and eliminated in consolidation. Sales between these groups are recorded at prices comparable to those charged to external customers, taking into consideration quantity, features, and production demand. Amortization of deferred profit on railcars sold to the Leasing Group is included in the operating profit of the Leasing Group, resulting in the recognition of depreciation expense based on our original manufacturing cost of the railcars. Lease portfolio sales are included in the Leasing Group, with related gains and losses computed based on the net book value of the original manufacturing cost of the railcars.
The financial information for these segments is shown in the tables below (in millions). We operate principally in North America.
Three Months Ended September 30, 2024
Railcar Leasing and Services Group Rail Products Group Eliminations Consolidated Total
External revenue $ 289.2 $ 509.6 $ — $ 798.8
Intersegment revenue 0.3 93.6 ( 93.9 ) —
Total revenues $ 289.5 $ 603.2 $ ( 93.9 ) $ 798.8
Three Months Ended September 30, 2023
Railcar Leasing and Services Group Rail Products Group Eliminations Consolidated Total
External revenue $ 261.3 $ 560.0 $ — $ 821.3
Intersegment revenue 0.4 64.1 ( 64.5 ) —
Total revenues $ 261.7 $ 624.1 $ ( 64.5 ) $ 821.3
Nine Months Ended September 30, 2024
Railcar Leasing and Services Group Rail Products Group Eliminations Consolidated Total
External revenue $ 854.0 $ 1,595.8 $ — $ 2,449.8
Intersegment revenue 2.1 309.0 ( 311.1 ) —
Total revenues $ 856.1 $ 1,904.8 $ ( 311.1 ) $ 2,449.8
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Nine Months Ended September 30, 2023
Railcar Leasing and Services Group Rail Products Group Eliminations Consolidated Total
External revenue $ 761.8 $ 1,423.6 $ — $ 2,185.4
Intersegment revenue 1.1 443.5 ( 444.6 ) —
Total revenues $ 762.9 $ 1,867.1 $ ( 444.6 ) $ 2,185.4
The reconciliation of segment operating profit to consolidated net income is as follows:
Three Months Ended
September 30, Nine Months Ended
September 30,
2024 2023 2024 2023
(in millions)
Operating profit:
Railcar Leasing and Services Group $ 115.2 $ 95.8 $ 343.5 $ 296.5
Rail Products Group 48.9 29.4 143.1 77.8
Segment Totals 164.1 125.2 486.6 374.3
Corporate and other ( 33.1 ) ( 25.2 ) ( 92.9 ) ( 82.8 )
Restructuring activities, net — — — 2.2
Eliminations ( 8.6 ) 0.2 ( 14.2 ) ( 25.4 )
Consolidated operating profit 122.4 100.2 379.5 268.3
Other (income) expense 66.0 67.9 205.2 199.8
Provision (benefit) for income taxes 15.6 6.0 43.7 1.9
Loss from discontinued operations, net of income taxes ( 5.3 ) ( 2.7 ) ( 11.3 ) ( 8.1 )
Net income $ 35.5 $ 23.6 $ 119.3 $ 58.5
Note 5. Partially-Owned Subsidiaries
Investments in Leasing Subsidiaries
Through our wholly-owned subsidiary, TILC, we formed two subsidiaries, TRIP Holdings and RIV 2013, for the purpose of providing railcar leasing services in North America for institutional investors. Each of TRIP Holdings and RIV 2013 are direct, partially-owned subsidiaries of TILC in which we have a controlling interest. Each is governed by a seven -member board of representatives, two of whom are designated by TILC. TILC is the agent of each of TRIP Holdings and RIV 2013 and, as such, has been delegated the authority, power, and discretion to take certain actions on behalf of the respective companies.
At 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. TRIP Holdings has wholly-owned subsidiaries known as Triumph Rail LLC ("Triumph Rail") and Tribute Rail LLC ("Tribute Rail"). RIV 2013 has a wholly-owned subsidiary known as TRP 2021 LLC ("TRP-2021"). TILC is the contractual servicer for Triumph Rail, Tribute Rail, and TRP-2021, with the authority to manage and service each entity's owned railcars. Our controlling interest in each of TRIP Holdings and RIV 2013 results from our combined role as both equity member and agent/servicer. The noncontrolling interest included in the accompanying Consolidated Balance Sheets primarily represents the non-Trinity equity interest in these partially-owned subsidiaries.
Trinity has no obligation to guarantee performance under any of our partially-owned subsidiaries' (or their respective subsidiaries') debt agreements, guarantee any railcar residual values, shield any parties from losses or guarantee minimum yields.
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The assets of each of Triumph Rail, Tribute Rail, and TRP-2021 may only be used to satisfy the particular subsidiary's liabilities, and the creditors of each of Triumph Rail, Tribute Rail, and TRP-2021 have recourse only to the particular subsidiary's assets. Each of TILC and the third-party equity investors receive distributions from TRIP Holdings and RIV 2013, when available, in proportion to its respective equity interests, and has an interest in the net assets of the partially-owned subsidiaries upon a liquidation event in the same proportion. TILC is paid fees for the services it provides to Triumph Rail, Tribute Rail, and TRP-2021 and has the potential to earn certain incentive fees. There are no remaining equity commitments with respect to TRIP Holdings or RIV 2013.
See Note 8 for additional information regarding the debt of TRIP Holdings and RIV 2013 and their respective subsidiaries.
Other Investment in Consolidated Affiliate
In 2023, the Company and a third party formed Trinity Global Ventures to deliver railcars and provide warranty support services in Saudi Arabia. Trinity Global Ventures is owned 51.0 % by Trinity Rail Group, LLC ("Trinity Rail Group"), a wholly-owned subsidiary of the Company, and 49.0 % by the third party. Upon consideration under the variable interest entity (“VIE”) model of ASC 810, Consolidation , Trinity has concluded that Trinity Global Ventures meets the definition of a VIE. Trinity Rail Group has a variable interest in Trinity Global Ventures arising from its 51.0 % equity ownership position. 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 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
In 2021, the Company and Wafra, Inc. (“Wafra”), a global alternative investment manager, entered into a railcar investment vehicle program between Trinity and certain funds managed by Wafra (“Wafra Funds”). As part of this program, a joint venture was formed, Signal Rail Holdings LLC (“Signal Rail”), which is currently owned 87.4 % by Wafra Funds and 12.6 % by TILC. TILC services all railcars owned by Signal Rail.
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 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. To date, TILC has sold 7,775 railcars and related leases to Signal Rail for an aggregate sales price of $ 741.4 million.
Upon consideration under the VIE model of ASC 810, Consolidation , Trinity has concluded that Signal Rail meets the definition of a VIE. TILC has variable interests in Signal Rail arising from its 12.6 % equity ownership position and its role as a service provider. We determined that Trinity is not the primary beneficiary and therefore does not consolidate this entity as we do not have the power to direct the activities of the entity that most significantly impact its economic performance. We will absorb portions of Signal Rail’s expected losses and/or receive portions of expected residual returns commensurate with our 12.6 % equity interest in Signal Rail.
Our investment in Signal Rail is being accounted for under the equity method of accounting. 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.
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Note 6. Railcar Leasing and Services Group
The Railcar Leasing and Services Group owns and operates a fleet of railcars and provides third-party fleet leasing, management, and administrative services; railcar maintenance and modification services; and other railcar logistics products and services. Information related to the Leasing Group is as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 Percent 2024 2023 Percent
($ in millions) Change ($ in millions) Change
Revenues:
Leasing and management $ 213.1 $ 204.7 4.1 % $ 644.0 $ 603.2 6.8 %
Maintenance services (1)
66.5 39.1 70.1 % 180.7 113.6 59.1 %
Digital and logistics services 9.9 17.9 ( 44.7 ) % 31.4 46.1 ( 31.9 ) %
Total revenues $ 289.5 $ 261.7 10.6 % $ 856.1 $ 762.9 12.2 %
Cost of revenues (2)
$ 168.9 $ 156.9 7.6 % 495.9 471.3 5.2 %
Selling, engineering, and administrative expenses 18.7 16.6 12.7 % 56.8 48.7 16.6 %
Gains on dispositions of property:
Lease portfolio sales 11.4 3.1 * 36.2 46.4 *
Other 1.9 4.5 * 3.9 7.2 *
Total operating profit $ 115.2 $ 95.8 20.3 % $ 343.5 $ 296.5 15.9 %
Total operating profit margin 39.8 % 36.6 % 40.1 % 38.9 %
Total operating profit margin, excluding lease portfolio sales 35.9 % 35.4 % 35.9 % 32.8 %
Selected expense information for Company-owned railcars (3) :
Depreciation and amortization expense (4)
$ 59.7 $ 58.7 1.7 % $ 179.7 $ 179.5 0.1 %
Maintenance and compliance expense (5)
$ 29.7 $ 33.7 ( 11.9 ) % $ 95.1 $ 101.3 ( 6.1 ) %
Other fleet operating costs (6)
$ 8.5 $ 7.7 10.4 % $ 24.3 $ 25.1 ( 3.2 ) %
Interest expense (7)
$ 59.1 $ 57.9 2.1 % $ 176.9 $ 169.7 4.2 %
* Not meaningful
(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 $ 0.1 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.
(5) Maintenance and compliance expense is reported at cost with respect to the services performed by our maintenance services business to support the railcars in our lease fleet.
(6) Other fleet operating costs include freight, storage, rent, and ad valorem taxes.
(7) Interest expense is not a component of operating profit and includes the effect of hedges.
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Information related to lease portfolio sales is as follows:
Three Months Ended
September 30, Nine Months Ended
September 30,
2024 2023 2024 2023
($ in millions)
Lease portfolio sales $ 67.0 $ 60.1 $ 253.7 $ 245.8
Operating profit on lease portfolio sales $ 11.4 $ 3.1 $ 36.2 $ 46.4
Operating profit margin on lease portfolio sales 17.0 % 5.2 % 14.3 % 18.9 %
Railcar Leasing Equipment Portfolio. The Leasing Group's equipment consists primarily of railcars leased by third parties. The Leasing Group purchases equipment manufactured predominantly by the Rail Products Group and enters into lease contracts with third parties with terms generally ranging between one year and ten years . The Leasing Group primarily enters into operating leases. Future contractual minimum rental revenues on operating leases related to our wholly-owned and partially-owned subsidiaries are as follows:
Remaining three months of 2024 2025 2026 2027 2028 Thereafter Total
(in millions)
Future contractual minimum rental revenues $ 182.9 $ 649.3 $ 526.6 $ 402.9 $ 257.0 $ 400.5 $ 2,419.2
Debt. Wholly-owned subsidiaries. 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.
Partially-owned subsidiaries. Debt owed by TRIP Holdings and RIV 2013 and their respective subsidiaries is non-recourse to Trinity and TILC. Creditors of each of TRIP Holdings and RIV 2013 and their respective subsidiaries have recourse only to the particular subsidiary's assets. 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.
Operating Lease Obligations. Future amounts due as well as future contractual minimum rental revenues related to the Leasing Group's railcar operating lease obligations are as follows:
Remaining three months of 2024 2025 2026 2027 2028 Thereafter Total
(in millions)
Future operating lease obligations
$ 2.3 $ 8.7 $ 8.0 $ 7.5 $ 5.0 $ 6.8 $ 38.3
Future contractual minimum rental revenues $ 3.2 $ 11.5 $ 8.6 $ 3.2 $ 1.0 $ 1.8 $ 29.3
Operating lease obligations totaling $ 0.6 million are guaranteed by Trinity Industries, Inc. and certain subsidiaries.
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Note 7. Property, Plant, and Equipment
The following table summarizes the components of property, plant, and equipment:
September 30, 2024 December 31, 2023
(in millions)
Railcars in our lease fleet:
Wholly-owned subsidiaries:
Equipment on lease $ 7,612.6 $ 7,536.7
Less: accumulated depreciation ( 1,734.5 ) ( 1,604.9 )
5,878.1 5,931.8
Partially-owned subsidiaries:
Equipment on lease 2,236.8 2,236.6
Less: accumulated depreciation ( 804.8 ) ( 763.4 )
1,432.0 1,473.2
Deferred profit on railcar products sold (1)
( 1,059.0 ) ( 1,061.3 )
Less: accumulated amortization 331.6 311.1
( 727.4 ) ( 750.2 )
Total railcars in our lease fleet 6,582.7 6,654.8
Operating and administrative assets:
Land 16.3 16.1
Buildings and improvements 392.5 380.4
Machinery and other 429.4 419.8
Construction in progress 14.4 11.3
852.6 827.6
Less: accumulated depreciation ( 506.7 ) ( 477.6 )
Total operating and administrative assets 345.9 350.0
Total property, plant, and equipment, net $ 6,928.6 $ 7,004.8
(1) Includes deferred profit related to new railcar additions, sustainable railcar conversions, railcar modifications, and other betterments. The deferred profit is subsequently eliminated in consolidation.
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Note 8. Debt
The carrying amounts of our debt are as follows:
September 30, 2024 December 31, 2023
(in millions)
Corporate – Recourse:
Revolving credit facility $ — $ —
Senior notes due 2024, net of unamortized discount of $ — and $ 0.1
— 399.9
Senior notes due 2028, inclusive of unamortized premium of $ 4.6 and $ —
604.6 400.0
604.6 799.9
Less: unamortized debt issuance costs ( 6.9 ) ( 5.3 )
Total recourse debt 597.7 794.6
Lease fleet – Non-recourse:
Wholly-owned subsidiaries:
Secured railcar equipment notes, net of unamortized discount of $ 0.3 and $ 0.2
2,482.4 2,246.7
2017 promissory notes, net of unamortized discount of $ 2.0 and $ 3.5
641.9 673.7
TRL-2023 term loan 326.2 334.5
TILC warehouse facility 523.0 529.3
Other equipment financing 50.6 52.3
4,024.1 3,836.5
Less: unamortized debt issuance costs ( 16.7 ) ( 17.3 )
4,007.4 3,819.2
Partially-owned subsidiaries:
Secured railcar equipment notes, net of unamortized discount of $ 0.1 and $ 0.1
1,100.2 1,147.8
Less: unamortized debt issuance costs ( 5.6 ) ( 7.4 )
1,094.6 1,140.4
Total non-recourse debt 5,102.0 4,959.6
Total debt $ 5,699.7 $ 5,754.2
Estimated Fair Value of Debt – The estimated fair values of our 7.75 % senior notes due 2028 ("Senior Notes due 2028") and our 4.55 % senior notes due 2024 ("Senior Notes due 2024") are based on a quoted market price in a market with little activity (Level 2 input). The estimated fair values of our secured railcar equipment notes are based on our estimate of their fair value using unobservable input values provided by a third party (Level 3 inputs). The respective carrying values of our revolving credit facility, 2017 promissory notes, TRL-2023 term loan, and TILC warehouse facility approximate fair value because the interest rate adjusts to the market interest rate. 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:
September 30, 2024 December 31, 2023
(in millions)
Level 2 $ 630.3 $ 812.1
Level 3 $ 3,503.1 $ 3,192.7
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Revolving Credit Facility – We have a $ 600.0 million unsecured corporate revolving credit facility. 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 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. In June 2024, we issued an additional $ 200.0 million aggregate principal amount of 7.75 % senior notes due July 2028 (the "Additional Senior Notes"), which increased the aggregate principal amount from $ 400.0 million to $ 600.0 million. The Additional Senior Notes were issued at a price of 102.5% of the principal amount. Proceeds received from the issuance totaled approximately $ 209.0 million and included the premium described above and interest deemed to have accrued from January 15, 2024 through June 4, 2024. The Additional Senior Notes have identical terms and conditions (other than the original issue date, issue price, the first interest payment date and the first date from which interest will accrue) as the original issuance. Interest on the Additional Senior Notes is payable semiannually commencing July 15, 2024. We incurred $ 3.0 million in debt issuance costs from the issuance of the Additional Senior Notes, which will be amortized to interest expense over the term of the Senior Notes due 2028. Net proceeds received from the issuance, together with cash on hand, were used to repay $ 400.0 million of our Senior Notes due 2024, as described below, and to pay related fees, costs, premiums, and expenses in connection with the issuance.
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 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.
TILC Warehouse Loan Facility – TILC has historically maintained a warehouse loan facility to finance railcars owned by TILC. In March 2024, we entered into a new warehouse loan facility with a total commitment amount of $ 800.0 million, a revolving termination date of March 15, 2027, and a maturity date of March 15, 2028. 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 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"). The TRL-2024 Notes bear interest at a fixed rate of 5.78 %, are payable monthly, and have a stated final maturity date of May 19, 2054. We incurred $ 4.4 million in debt issuance costs, which will be amortized to interest expense through the anticipated repayment date of the TRL-2024 Notes. The TRL-2024 Notes are obligations of TRL-2021 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2021. Net proceeds received from the railcars acquired in connection with the issuance of the TRL-2024 Notes were used to repay approximately $ 218.9 million of borrowings under TILC's warehouse loan facility; to redeem the outstanding debt of Trinity Rail Leasing VII LLC, as described below; and for general corporate purposes.
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Redemption of TRL-VII Secured Railcar Equipment Notes – In May 2024, with the net proceeds of the TRL-2024 Notes, we redeemed in full Trinity Rail Leasing VII LLC's Series 2009-1 Secured Railcar Equipment Notes (the "TRL VII Notes"), of which $ 94.1 million was outstanding at the redemption date. 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 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. While the stated final maturity date of these notes is in 2054, the cash flows from the encumbered assets of TRL-2021 will be applied, pursuant to the payment priorities of their respective indentures, so as to amortize their respective notes to achieve monthly targeted principal balances. If the cash flow assumptions used in determining the targeted balances are met, it is anticipated that the notes will be repaid well in advance of their stated final maturity date. There can be no assurance, however, that such cash flow assumptions will be realized. If these notes are not repaid by the anticipated repayment date, the respective interest rate on these notes would increase from the fixed rate stated above.
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.
Note 9. Income Taxes
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 and state tax law changes and rate reductions during the year; changes in our valuation allowances; state income taxes; and foreign income taxes.
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. 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 nine months ended September 30, 2023. 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 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.
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Our federal tax return years through 2020 are closed under statute and the years 2021-2023 remain open. We have state tax returns that are under audit in the normal course of business, and the statutes of limitations for our Mexican subsidiaries' tax returns remain open for audit for 2018 and forward. We believe we are appropriately reserved for any potential matters.
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. Pillar Two legislation has not been enacted in the other jurisdictions in which we operate, and we will continue to monitor our potential exposure as more jurisdictions adopt these provisions.
Note 10. Employee Retirement Plans
Amounts related to our employee retirement plans are as follows:
Three Months Ended September 30, Nine Months Ended
September 30,
2024 2023 2024 2023
(in millions)
Defined contribution expense $ 3.1 $ 2.5 $ 9.0 $ 7.5
Note 11. 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)
(in millions)
Balances at December 31, 2023
$ 12.4 $ ( 1.4 ) $ 11.0
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
( 13.1 ) 0.1 ( 13.0 )
Less: noncontrolling interest ( 0.3 ) — ( 0.3 )
Other comprehensive income (loss) ( 20.7 ) 0.1 ( 20.6 )
Balances at September 30, 2024
$ ( 8.3 ) $ ( 1.3 ) $ ( 9.6 )
See Note 3 for additional information on the reclassification of amounts in AOCI into earnings. Reclassifications of unrealized before-tax gains and losses on derivative financial instruments are included in interest expense, net for our interest rate hedges and in cost of revenues for our foreign currency hedges in our Consolidated Statements of Operations. Reclassifications of before-tax net actuarial gains/(losses) of defined benefit plans are included in other, net (income) expense in our Consolidated Statements of Operations.
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Note 12. Common Stock and Stock-Based Compensation
Stockholders' Equity
In December 2022, our Board of Directors authorized a share repurchase program effective December 9, 2022 with no expiration. The share repurchase program authorizes the Company to repurchase up to $ 250.0 million of its common stock. 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 $ 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”). 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 . Beginning in 2020, certain RSU grants provide for full vesting when the award recipients retire having reached 60 years of age and having provided at least ten years of service to the Company, provided that the awards remain outstanding for a period of six months from the date of grant. The expense for these awards is recognized over the applicable service period for each of the eligible award recipients. Expense related to RSUs and restricted stock awards ("RSAs") granted to non-employee directors under the Plan is recognized on a straight-line basis over the vesting period, generally one year . 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 . 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
Restricted stock units 444,238 $ 30.57
Restricted stock awards 15,903 $ 30.75
Performance units 241,212 $ 29.56
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.
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Note 13. Earnings Per Common Share
Basic net income attributable to Trinity Industries, Inc. per common share ("EPS") is computed by dividing net income attributable to Trinity by the weighted average number of basic common shares outstanding for the period. Except when the effect would be antidilutive, the calculation of diluted EPS includes the net impact of potentially dilutive common shares. The Company has certain unvested RSAs that participate in dividends on a nonforfeitable basis and are therefore considered to be participating securities. Consequently, diluted net income attributable to Trinity Industries, Inc. per common share is calculated under both the two-class method and the treasury stock method, and the more dilutive of the two calculations is presented.
The following table sets forth the computation of basic and diluted net income attributable to Trinity Industries, Inc.
Three Months Ended September 30, Nine Months Ended
September 30,
2024 2023 2024 2023
(in millions, except per share amounts)
Income from continuing operations $ 40.8 $ 26.3 $ 130.6 $ 66.6
Less: Net income attributable to noncontrolling interest ( 4.1 ) ( 1.8 ) ( 9.8 ) ( 15.3 )
Net income from continuing operations attributable to Trinity Industries, Inc. 36.7 24.5 120.8 51.3
Net loss from discontinued operations attributable to Trinity Industries, Inc. ( 5.3 ) ( 2.7 ) ( 11.3 ) ( 8.1 )
Net income attributable to Trinity Industries, Inc. $ 31.4 $ 21.8 $ 109.5 $ 43.2
Basic weighted average shares outstanding 82.2 81.6 81.9 81.2
Effect of dilutive securities 1.9 1.9 2.0 2.3
Diluted weighted average shares outstanding
84.1 83.5 83.9 83.5
Basic earnings per common share:
Income from continuing operations $ 0.45 $ 0.30 $ 1.48 $ 0.63
Loss from discontinued operations ( 0.07 ) ( 0.03 ) ( 0.14 ) ( 0.10 )
Basic net income attributable to Trinity Industries, Inc. $ 0.38 $ 0.27 $ 1.34 $ 0.53
Diluted earnings per common share:
Income from continuing operations $ 0.44 $ 0.29 $ 1.44 $ 0.62
Loss from discontinued operations ( 0.07 ) ( 0.03 ) ( 0.13 ) ( 0.10 )
Diluted net income attributable to Trinity Industries, Inc. $ 0.37 $ 0.26 $ 1.31 $ 0.52
Potentially dilutive securities excluded from EPS calculation:
Antidilutive restricted shares — 0.1 — 0.1
Antidilutive stock options — — — —
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Note 14. Contingencies
Highway products litigation
We previously reported the filing of a False Claims Act (“FCA”) complaint in the United States District Court for the Eastern District of Texas, Marshall Division (“District Court”) styled Joshua Harman, on behalf of the United States of America, Plaintiff/Relator v. Trinity Industries, Inc., Defendant , Case No. 2:12-cv-00089-JRG (E.D. Tex.). In this case, in which the U.S. Government declined to intervene, the relator, Mr. Joshua Harman, alleged the Company violated the FCA pertaining to sales of the ET Plus. On October 20, 2014, a trial in this case concluded with a jury verdict stating that the Company and THP “knowingly made, used or caused to be made or used, a false record or statement material to a false or fraudulent claim," and the District Court entered judgment on the verdict in the total amount of $ 682.4 million. On September 29, 2017, the United States Court of Appeals for the Fifth Circuit ("Fifth Circuit") reversed the District Court’s $ 682.4 million judgment and rendered judgment as a matter of law in favor of the Company and THP. On January 7, 2019, the United States Supreme Court denied Mr. Harman's petition for certiorari seeking review of the Fifth Circuit's decision. The denial of Mr. Harman's petition ended this action.
Pursuant to the purchase and sale agreement related to the sale of THP, the Company agreed to indemnify Rush Hour for certain liabilities related to the highway products business, including those liabilities resulting from or arising out of (a) the proceedings set forth under “State actions” below and (b) any other proceedings to the extent resulting from or arising out of ET Plus systems or specified ET Plus component parts that were both (i) manufactured prior to December 31, 2021, and (ii) sold in the United States on or prior to April 30, 2022, or related warranty obligations with respect thereto.
State actions
Mr. Harman has a separate state qui tam action currently pending pursuant to the Virginia Fraud Against Taxpayers Act ("VFATA") ( Commonwealth of Virginia ex rel. Joshua M. Harman v. Trinity Industries, Inc. and Trinity Highway Products, LLC , Case No. CL13-698, in the Circuit Court, Richmond, Virginia). In this matter, Mr. Harman alleged the Company violated the VFATA pertaining to sales of the ET Plus, and he is seeking damages, civil penalties, attorneys’ fees, costs, and interest. The Commonwealth of Virginia Attorney General has intervened in the Virginia matter. 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. Mr. Harman’s appeal remains pending.
In a similar New Jersey state qui tam action ( State of New Jersey ex rel. Joshua M. Harman v. Trinity Industries, Inc. and Trinity Highway Products, LLC , Case No.L-1344-14, in the Superior Court of New Jersey Law Division: Mercer County) that was previously dismissed by the trial court, Mr. Harman sought leave to file an amended complaint pursuant to the New Jersey False Claims Act. On February 16, 2022, the trial court denied Mr. Harman’s motion. On March 9, 2022, Mr. Harman filed a motion for reconsideration of the trial court’s order denying leave to file an amended complaint. On June 27, 2022, the trial court denied Mr. Harman’s motion for reconsideration seeking leave to file an amended complaint with prejudice. On August 9, 2022, Mr. Harman filed a Notice of Appeal of the trial court's order denying Mr. Harman's motion for reconsideration. Mr. Harman's appeal remains pending.
The Company believes that it has substantial defenses in these matters and intends to vigorously defend against all allegations. Based on information currently available to the Company and previously disclosed, we currently do not believe that a loss is probable in the state qui tam actions described under "State actions," therefore no accrual has been included in the accompanying Consolidated Financial Statements. Because of the complexity of these actions, as well as the current status of certain of these actions, we are not able to estimate a range of possible losses with respect to any one or more of these actions. While the financial impacts of these state actions are currently unknown, they could be material.
Product liability cases
The Company is currently defending product liability lawsuits that are alleged to involve the ET Plus as well as other products manufactured by THP. These cases are diverse in light of the randomness of collisions in general and the fact that each accident involving a roadside device, such as an end terminal, or any other fixed object along the highway, has its own unique facts and circumstances. The Company carries general liability insurance to mitigate the impact of adverse judgment exposures in these product liability cases. To the extent that the Company believes that a loss is probable with respect to these product liability cases, the accrual for such losses is included in the amounts described below under "Other matters".
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East Palestine, OH Train Derailment
On February 3, 2023, a Norfolk Southern Railway freight train derailed 38 railcars in East Palestine, Ohio. In March 2023, the State of Ohio and the United States Environmental Protection Agency filed lawsuits against Norfolk Southern Railway Company and Norfolk Southern Corporation (“Norfolk Southern”), which were consolidated in the United States District Court for the Northern District of Ohio, Eastern Division in a civil action styled The State of Ohio, ex rel., Dave Yost, Ohio Attorney General, and the United States of America, Plaintiffs v. Norfolk Southern Railway Company and Norfolk Southern Corporation, Defendants , Civil Action No. 4:23-cv-00517. In this action, on June 30, 2023, Norfolk Southern filed a third-party complaint against the Company’s wholly-owned subsidiary, TILC. Norfolk Southern also named as third-party defendants in this action Oxy Vinyls LP, GATX Corporation, General American Marks Company, SMBC Rail Services LLC, Dow Chemical Incorporated, and Union Tank Car Company. Norfolk Southern asserts third-party claims against TILC for recovery of response costs, contribution, and declaratory relief under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"); negligence; and equitable contribution. TILC was the owner of one tank car cited in this action, which was leased to a third party, who is also a third-party defendant in the litigation. On September 15, 2023, TILC filed a motion to dismiss Norfolk Southern’s third-party complaint. On March 6, 2024, the trial court granted TILC’s motion to dismiss Norfolk Southern’s Third-Party Complaint and entered an order dismissing Norfolk Southern’s complaint against TILC. On March 26, 2024, Norfolk Southern filed a Motion for Entry of Partial Final Judgment, which remains pending.
In April 2023, multiple putative class action lawsuits filed against Norfolk Southern were consolidated in the United States District Court for the Northern District of Ohio, Eastern Division in a civil action styled In re: East Palestine Train Derailment , Civil Action No. 4:23-CV-00242 ("Consolidated Class Action"). In this action, on July 25, 2023, Norfolk Southern filed a third-party complaint against the Company’s wholly-owned subsidiary, TILC. Norfolk Southern also named as third-party defendants in this action Oxy Vinyls LP, GATX Corporation, and General American Marks Company. Norfolk Southern asserts third-party claims against TILC for negligence, joint and several liability, and contribution. On August 14, 2023, plaintiffs filed a First Amended Master Consolidated Class Action Complaint and Jury Demand (“First Amended Complaint”) asserting direct claims for negligence, gross negligence, and medical monitoring against Oxy Vinyls LP, GATX Corporation, General American Marks Company, and TILC ("Railcar Defendants"). TILC was the owner of one tank car cited in this action, which was leased to a third party, who is also a third-party defendant in the litigation. On September 15, 2023, TILC filed a motion to dismiss Norfolk Southern’s third-party complaint, and on September 26, 2023, TILC filed a motion to dismiss plaintiffs’ First Amended Complaint. On March 13, 2024, the trial court granted in part and denied in part TILC’s motion to dismiss Norfolk Southern’s third-party complaint and TILC’s motion to dismiss plaintiffs’ First Amended Complaint. On April 9, 2024, plaintiffs and Norfolk Southern announced a settlement in principle of plaintiffs’ claims against Norfolk Southern and the Railcar Defendants. Norfolk Southern preserved its third-party claims against the Railcar Defendants. 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”). On June 3, 2024, the court entered an order granting the Dismissal Motion (the “Dismissal Order”). 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. v. Norfolk Southern Corporation et al. , Case No. 2:23-cv-01530-CB, in the United States District Court for the Western District of Pennsylvania. Plaintiffs in this putative class action lawsuit assert claims against Norfolk Southern Corporation, Norfolk Southern Railway Company, Oxy Vinyls, LP, GATX Corporation, General American Marks Company, and TILC for negligence, negligence per se, strict liability, public and private nuisance, future health monitoring, trespass, and punitive damages. On February 23, 2024, TILC filed a motion to dismiss plaintiffs’ amended complaint, which remains pending. TILC was the owner of one tank car cited in this action, which was leased to a third party, who is also a defendant in the litigation.
On March 8, 2024, a lawsuit was filed against TILC titled Patricia Almasy et al. v. Norfolk Southern Corporation et al. , Case No. 4:24-cv-00452, in the United States District Court for the Northern District of Ohio (“Almasy Lawsuit”). Plaintiffs assert claims against Norfolk Southern Corporation, Norfolk Southern Railway Company, Oxy Vinyls, LP, GATX Corporation, General American Marks Company, and TILC. Plaintiffs assert claims against TILC for negligence, gross negligence, future health monitoring, and willful and wanton conduct. TILC was the owner of one tank car cited in this action, which was leased to a third party, who is also a defendant in this lawsuit. On March 13, 2024, this lawsuit was consolidated into the Consolidated Class Action lawsuit.
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The Company believes it has substantial defenses and intends to vigorously defend itself against all allegations in the third-party and direct claims asserted against TILC. The Company or its subsidiaries could be named in similar litigation involving other plaintiffs, but the ultimate number of claims and the jurisdiction(s) in which such claims, if any, may be filed may vary. We do not believe at this time that a loss is probable in these matters, nor can a range of possible losses be determined. Accordingly, no accrual or range of loss has been included in the accompanying consolidated financial statements. The Company maintains liability insurance coverage and commercial contractual indemnity rights to protect the Company’s assets from losses arising from these types of litigation claims.
Other matters
The Company is involved in claims and lawsuits incidental to our business arising from various matters, including product warranty, personal injury, environmental issues, workplace laws, and various governmental regulations. The Company evaluates its exposure to such claims and suits periodically and establishes accruals for these contingencies when a range of loss can be reasonably estimated. The range of reasonably possible losses for such matters is $ 9.8 million to $ 22.0 million. 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.
Trinity is subject to remedial orders and federal, state, local, and foreign laws and regulations relating to the environment and the workplace. The Company has reserved $ 1.2 million to cover our probable and estimable liabilities with respect to the investigations, assessments, and remedial responses to such matters, taking into account currently available information and our contractual rights to indemnification and recourse to third parties. However, estimates of liability arising from future proceedings, assessments, or remediation are inherently imprecise. Accordingly, there can be no assurance that we will not become involved in future litigation or other proceedings involving the environment and the workplace or, if we are found to be responsible or liable in any such litigation or proceeding, that such costs would not be material to the Company. We believe that we are currently in substantial compliance with environmental and workplace laws and regulations.
Georgia Fire
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 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. 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. Additionally, the Company may be entitled to business interruption proceeds related to the event. We will not record these recoveries until settlements have been reached with the insurance company.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.