What changed in this filing

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Item 1. Business

2025-02-20 compared with 2024-02-22 · 55 added, 42 removed, 164 unchanged (37% of the section changed)

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

The TrinityRail platform provides railcar leasing and management services;

railcar manufacturing, maintenance and modifications;

Our platform also includes the brands of RSI Logistics, a provider of software and logistics solutions, and Holden America, a supplier of railcar parts and components.

Our platform provides railcar leasing and management services;

railcar manufacturing;

railcar maintenance and modifications;

and other railcar logistics products and services.

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Reportable Segments

We report our operating results in two 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.

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.

Reportable Segments

Railcar Leasing and Management Services Group

Railcar Leasing and Services Group

Rail Products Group

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We continuously grow and enhance our product and service offerings to optimize the ownership and use of railcars and improve our customers' logistics operations.

We coordinate sales and marketing activities under the TrinityRail platform, thereby providing a single point of contact for railroads, shippers, and third-party leasing companies seeking rail equipment and services.

Our rail platform offers a complete portfolio of railcar solutions to our customers as summarized below:

We coordinate sales and marketing activities for our railcar leasing, manufacturing, and maintenance services under the TrinityRail platform.

Our platform also includes the brands of RSI Logistics, a provider of software and logistics solutions, and Holden America, a supplier of railcar parts and components.

The TrinityRail platform serves as a single point of contact for railroads, shippers, and third-party leasing companies seeking rail equipment and services.

Our platform offers a complete portfolio of railcar solutions to our customers as summarized below:

Commercial End Markets & Commodities

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Pressure Tank Cars Liquified Gases, Chemicals, Petroleum Products Fertilizer

Railcar Leasing and Management Services Group .

Our Railcar Leasing and Management Services Group ("Leasing Group") is a leading provider in North America of comprehensive railcar industry services.

Through wholly-owned subsidiaries, including Trinity Industries Leasing Company ("TILC"), and partially-owned subsidiaries, TRIP Rail Holdings LLC (“TRIP Holdings”) and RIV 2013 Rail Holdings LLC ("RIV 2013"), we primarily offer operating leases for freight and tank railcars.

Railcar Leasing and Services Group .

Our Railcar Leasing and Services Group ("Leasing Group") is a leading provider in North America of comprehensive railcar industry services.

Through wholly-owned subsidiaries, including Trinity Industries Leasing Company ("TILC"), and partially-owned subsidiaries, including TRIP Rail Holdings LLC (“TRIP Holdings”) and RIV 2013 Rail Holdings LLC ("RIV 2013"), we primarily offer full-service operating leases for freight and tank railcars.

In addition, TILC originates and manages railcar leases for third-party investors and provides fleet maintenance and management services to industrial shippers.

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

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

Our flexible solutions include field inspections and comprehensive compliance testing;

standard repairs and maintenance;

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

We provide modification capabilities and assist in transitioning railcars to new industry standards.

We believe that our investment in our maintenance services capabilities extends and enhances our ability to serve our lease fleet and our customers.

We compete in the North American market against numerous maintenance services providers.

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

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

The terms of our railcar leases generally provide for fixed monthly rentals that vary from one to ten years.

The terms of our railcar leases generally provide for fixed monthly rentals that vary from one year to ten years.

We compete in the North American full-service leasing market primarily against five major railcar lessors, as well as numerous smaller lessors.

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

We serve our customers predominantly through full-service leases;

however, a small portion of our lease fleet operates on per diem leases that earn usage-based variable lease payments or on net leases under which the lessee assumes responsibility for maintenance of the railcars.

We compete primarily on the basis of the quality and craftsmanship of our railcars, competitive pricing, and our ability to provide an outstanding customer experience.

As of December 31, 2024, the lease fleet of our subsidiaries included 109,635 railcars that were 97.0% utilized, of which 107,395 railcars were owned by TILC or its affiliates and 2,240 railcars were under leased-in arrangements and are not reflected in the property, plant, and equipment amounts reported on our Consolidated Balance Sheets.

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Through wholly-owned subsidiaries with facilities in the U.S.

and Mexico, our Rail Products Group is a leading manufa cturer of freight and tank railcars in North America used for transporting a wide variety of liquids, gases, and dry cargo.

and Mexico, our Rail Products Group is a leading manufa cturer of freight and tank railcars in North America used for transporting a wide variety of liquids, gases, and dry car go.

Additionally, our Rail Products Group offers a sustainable railcar conversion program whereby certain tank cars and freight cars are converted or upgraded to better meet changing market demands.

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

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

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

Our flexible solutions include field inspections and comprehensive compliance testing;

standard repairs and maintenance;

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

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

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

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

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

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

We compete in the North American market primarily against four major railcar manufacturers.

We hold patents of varying duration for use in our manufacture of railcars and components.

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

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

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

We will continue to monitor the situation and take appropriate steps within our control to mitigate the potential impacts on our production schedules and delivery timelines.

As a result of disruptions in the global supply chain, we have, from time to time, experienced shortages of materials used to manufacture or repair certain railcar types.

Such challenges could negatively impact our operations or our ability to timely deliver railcars to our customers.

We actively monitor our supply chain and take appropriate steps within our control to mitigate the potential impacts on our production schedules and delivery timelines.

Human Capital.

The following table presents the approximate headcount breakdown of employees by reportable segment as of December 31, 2024:

Railcar Leasing and Management Services Group 290

Railcar Leasing and Services Group 1,685

Rail Products Group 5,040

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and 4,490 were employed in Mexico.

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

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

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

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Our Occupational Health and Safety system includes robust protocols and procedures that extend to employees and suppliers.

All of our railcar manufacturing and maintenance facilities, as well as our corporate headquarters, are certified to the ISO 45001 (occupational health and safety) and ISO 14001 (environmental management) standards.

All of our railcar manufacturing and maintenance facilities in the U.S.

and Mexico, as well as our corporate headquarters, are certified to the ISO 45001 (occupational health and safety) and ISO 14001 (environmental management) standards.

Additionally, we are a certified partner through the American Chemistry Council’s Responsible Care® Management System, which guides the continual improvement of our environmental, health, and safety practices and performance.

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We are committed to attracting and retaining highly skilled and diverse employees and are proud that our workforce is made up of talented people from a variety of backgrounds.

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

We strive to uphold this commitment throughout the Company, including through all stages of our human resources process, from recruitment and hiring to talent retention.

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

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Human Rights.

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

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

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

These commitments are formalized and enforced through our Labor and Human Rights Policy, as well as our Code of Business Conduct and Ethics.

Information about our Executive Officers.

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Ewing 52 Executive Vice President and Chief Legal Officer 2020

McDowell 62 Vice President and Chief Accounting Officer 2013

Maldonado 42 Vice President and Chief Accounting Officer 2024

Mitchell 59 Executive Vice President, Leasing and Services 2007

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

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

He joined the Company in 2013 as Vice President and Chief Audit Executive and was named Vice President and Chief Compliance Officer in 2017.

Prior to joining Trinity, he worked for Dean Foods from 2007 to 2013, where he held a variety of management positions and most recently served as Vice President, Internal Audit and Risk Management.

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

Maldonado has served as Vice President and Chief Accounting Officer since 2024, having previously served as Corporate Controller from 2018 to 2024.

Prior to joining Trinity in 2018, she held various accounting and financial reporting leadership roles at Dean Foods Company and GameStop Corp.

Maldonado began her career in the audit practice of Deloitte & Touche LLP and is a licensed certified public accountant in the State of Texas.

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

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Commitment to Sustainability.

We recognize that further integrating the key principles of sustainability, including environmental stewardship, safety and quality assurance, corporate social responsibility, governance, and diversity, equity, and inclusion, are important to enhancing the Company’s long-term value.

We recognize that further integrating the key principles of sustainability, including environmental stewardship, safety and quality assurance, corporate social responsibility, our employees' health and well-being, and proactive governance of each, are important to enhancing the Company’s long-term value.

We strive to employ company resources in ways that make positive contributions to our stakeholders and the communities in which we operate.

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We take our commitment to reducing our own environmental impact seriously, as we recognize climate change is a challenge facing our business, industry, and communities today.

We are committed to contributing to a more resource-efficient economy and embedding climate change mitigation into our business strategy to help confront challenges such as energy management, fuel economy and efficiency, and materials sourcing.

We aim to operate our business in a manner that minimizes the impact on natural resources and the environment, and have certified all of our railcar manufacturing and maintenance facilities, as well as our corporate headquarters, to the ISO 14001 (environmental management) standard.

We believe railcars are a more environmentally-friendly way to fuel the North American supply chain.

and Mexico, as well as our corporate headquarters, to the ISO 14001 (environmental management) standard.

We believe railcars are a more environmentally-friendly way to fuel the North American supply chain that will continue to play a critical role in an energy transition economy.

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

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

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

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

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We strive to attract and retain a diverse and empowered workforce.

Our priorities include fostering an inclusive and collaborative workplace, promoting opportunities for professional development, improving the well-being of our employees and other stakeholders, and contributing to the communities in which we operate.

Our priorities include fostering an inclusive and collaborative workplace, promoting opportunities for professional development, improving the health and well-being of our employees and other stakeholders, and contributing to the communities in which we operate.

Our goal is to promote the long-term interests of stakeholders, strengthen accountability, and inspire trust.

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

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

The Audit Committee oversees the Company’s policies and procedures relating to risk assessment, management, and mitigation.

Green Financing Framework .

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

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

We believe that our product designs and operations are in compliance with these specifications, standards, and regulations applicable to our business and that our processes and controls adequately mitigate the risk that potential non-compliance could result in a material adverse effect on our operations of financial condition.

Occupational Safety and Health Administration and Similar Regulations.

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We make available on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments thereto, as soon as reasonably practicable after such material is filed with, or furnished to, the SEC.

The contents of our website are not intended to be incorporated by reference into this report or in any other report or document we file and any reference to our website is intended to be an inactive textual reference only.

The contents of our website are not intended to be incorporated by reference into this report or into any other report or document we file and any reference to our website is intended to be an inactive textual reference only.

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

What changed 10-K

Item 1. Business