What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-20 compared with 2024-02-22 · 572 added, 553 removed, 1163 unchanged (49% of the section changed)

55 unchanged sentences

Manufacturing $ 1,938.4 $ 1,943.9 $ 1,127.3

Leasing 870.0 769.8 734.6

Leasing & Services 1,140.8 1,039.4 850.0

3,079.2 2,983.3 1,977.3

2 unchanged sentences

Manufacturing 1,748.2 1,827.5 1,083.3

Leasing 468.2 423.0 391.6

Leasing & Services 662.8 628.7 526.3

2,411.0 2,456.2 1,609.6

1 unchanged sentence

Manufacturing 32.8 30.5 29.1

Leasing 56.6 54.0 50.6

Other 109.4 97.2 96.5

Leasing & Services 77.0 62.0 59.1

Corporate & other 125.9 109.4 97.2

235.7 201.9 185.4

7 unchanged sentences

Interest expense, net 273.5 265.5 209.1

Loss on extinguishment of debt — 1.5 11.7

Pension plan settlement — — ( 0.6 )

Other, net ( 3.8 ) 2.5 ( 1.6 )

6 unchanged sentences

Income from continuing operations 171.4 140.0 98.9

Income (loss) from discontinued operations, net of provision (benefit) for income taxes of $( 3.6 ), $( 1.1 ), and $ 3.5

( 13.4 ) ( 20.3 ) 11.1

Gain (loss) on sale of discontinued operations, net of provision (benefit) for income taxes of $ — , $( 1.4 ), and $ 51.9

Loss from discontinued operations, net of benefit for income taxes of $ 4.1 , $ 3.6 , and $ 1.1

( 14.3 ) ( 13.4 ) ( 20.3 )

Loss on sale of discontinued operations, net of benefit for income taxes of $ — , $ — , and $ 1.4

Net income 157.1 126.6 72.9

Net income (loss) attributable to noncontrolling interest 20.6 12.8 ( 0.2 )

Net income attributable to noncontrolling interest 18.7 20.6 12.8

Net income attributable to Trinity Industries, Inc.

2 unchanged sentences

Income from continuing operations $ 1.86 $ 1.47 $ 1.05

Income (loss) from discontinued operations ( 0.16 ) ( 0.32 ) 1.40

Loss from discontinued operations ( 0.17 ) ( 0.16 ) ( 0.32 )

Basic net income attributable to Trinity Industries, Inc.

2 unchanged sentences

Income from continuing operations $ 1.81 $ 1.43 $ 1.02

Income (loss) from discontinued operations ( 0.16 ) ( 0.31 ) 1.37

Loss from discontinued operations ( 0.17 ) ( 0.16 ) ( 0.31 )

Diluted net income attributable to Trinity Industries, Inc.

6 unchanged sentences

and Subsidiaries

Consolidated Statements of Comprehensive Income

Consolidated Statements of Comprehensive Income (Loss)

Year Ended December 31,

4 unchanged sentences

Derivative financial instruments:

Unrealized gains arising during the period, net of tax expense of $ 3.3 , $ 9.2 , and $ 2.8

Unrealized gains (losses) arising during the period, net of tax benefit (expense) of $ 1.1 , $( 3.3 ), and $( 9.2 )

( 3.5 ) 10.6 29.3

Reclassification adjustments for (gains) losses included in net income, net of tax benefit of $ 7.4 , $ 0.8 , and $ 1.2

Reclassification adjustments for (gains) losses included in net income, net of tax (expense) benefit of $( 3.7 ), $ 7.4 , and $ 0.8

( 11.5 ) ( 26.1 ) 3.5

42 unchanged sentences

Total liabilities 7,525.0 7,631.0

Commitments and contingencies (Note 15)

Preferred stock – 1.5 shares authorized and unissued

4 unchanged sentences

Retained earnings 1,054.1 1,010.5

Accumulated other comprehensive income 11.0 19.7

Accumulated other comprehensive income (loss) ( 4.2 ) 11.0

Treasury stock – shares at December 31, 2024 – 0.0 ;

14 unchanged sentences

Net income $ 157.1 $ 126.6 $ 72.9

(Income) loss from discontinued operations, net of income taxes 13.4 20.3 ( 11.1 )

(Gain) loss on sale of discontinued operations, net of income taxes — 5.7 ( 131.4 )

Loss from discontinued operations, net of income taxes 14.3 13.4 20.3

Loss on sale of discontinued operations, net of income taxes — — 5.7

Adjustments to reconcile net income to net cash provided by operating activities − continuing operations:

11 unchanged sentences

(Increase) decrease in receivables ( 14.3 ) ( 22.0 ) ( 94.4 )

(Increase) decrease in income tax receivable — ( 2.4 ) 440.4

(Increase) decrease in inventories 208.1 ( 54.9 ) ( 193.4 )

7 unchanged sentences

Investing activities:

Proceeds from dispositions of property and other assets 19.9 44.0 40.5

Proceeds from lease portfolio sales 381.8 750.7 454.3

Capital expenditures – lease fleet ( 541.9 ) ( 668.8 ) ( 928.8 )

Capital expenditures – manufacturing and other ( 41.3 ) ( 38.0 ) ( 23.6 )

Proceeds from lease portfolio sales 360.7 381.8 750.7

Capital expenditures – operating and administrative ( 53.8 ) ( 41.3 ) ( 38.0 )

Acquisitions, net of cash acquired — ( 62.2 ) ( 80.4 )

Proceeds from dispositions of property and other assets 20.6 19.9 44.0

Proceeds from insurance recoveries 3.7 5.1 10.0

2 unchanged sentences

Net cash used in investing activities – continuing operations ( 214.6 ) ( 363.0 ) ( 258.0 )

Proceeds (payments) related to sale of discontinued operations — ( 2.7 ) 364.7

Net cash used in investing activities – discontinued operations — — ( 5.4 )

Net cash provided by (used in) investing activities ( 363.0 ) ( 260.7 ) 276.3

Payments related to sale of discontinued operations — — ( 2.7 )

Net cash used in investing activities ( 214.6 ) ( 363.0 ) ( 260.7 )

Financing activities:

1 unchanged sentence

Proceeds from issuance of debt 1,970.4 1,652.7 2,000.6

Shares repurchased — ( 51.8 ) ( 833.4 )

Payments to settle contingent consideration liability ( 8.0 ) — —

Dividends paid to common shareholders ( 93.2 ) ( 86.0 ) ( 76.9 )

Shares repurchased ( 20.7 ) — ( 51.8 )

Purchase of shares to satisfy employee tax on vested stock ( 9.0 ) ( 7.2 ) ( 5.7 )

17 unchanged sentences

83.3 $ 0.8 $ — $ 1,046.6 $ ( 17.0 ) — $ ( 0.6 ) $ 1,029.8 $ 267.0 $ 1,296.8

Net income (loss) — — — 182.0 — — — 182.0 ( 0.2 ) 181.8

Other comprehensive income — — — — 13.9 — — 13.9 1.2 15.1

Net income — — — 60.1 — — — 60.1 12.8 72.9

Other comprehensive income (loss) — — — — 36.7 — — 36.7 ( 0.3 ) 36.4

Cash dividends declared on common stock (1)

9 unchanged sentences

Net income — — — 106.0 — — — 106.0 20.6 126.6

Other comprehensive income (loss) — — — — 36.7 — — 36.7 ( 0.3 ) 36.4

Other comprehensive loss — — — — ( 8.7 ) — — ( 8.7 ) ( 7.0 ) ( 15.7 )

Cash dividends declared on common stock (1)

3 unchanged sentences

Settlement of share-based awards, net 1.0 — 0.7 — — ( 0.3 ) ( 7.9 ) ( 7.2 ) — ( 7.2 )

Shares repurchased — — — — — ( 2.0 ) ( 51.8 ) ( 51.8 ) — ( 51.8 )

Accelerated share repurchase agreement — — 25.0 — — ( 0.8 ) ( 25.0 ) — — —

Retirement of treasury stock ( 0.3 ) — ( 8.0 ) — — 0.3 8.0 — — —

2 unchanged sentences

Net income — — — 138.4 — — — 138.4 18.7 157.1

Other comprehensive loss — — — — ( 8.7 ) — — ( 8.7 ) ( 7.0 ) ( 15.7 )

Other comprehensive income (loss) — — — — ( 15.2 ) — — ( 15.2 ) 0.4 ( 14.8 )

Cash dividends declared on common stock (1)

3 unchanged sentences

Settlement of share-based awards, net 0.9 — 1.3 — — ( 0.3 ) ( 10.5 ) ( 9.2 ) — ( 9.2 )

Shares repurchased — — — — — ( 0.6 ) ( 21.0 ) ( 21.0 ) — ( 21.0 )

Retirement of treasury stock ( 0.9 ) — ( 31.5 ) — — 0.9 31.5 — — —

12 unchanged sentences

Certain prior year balances have been reclassified to conform to the 2024 presentation.

Sale of Highway Products Business

In the fourth quarter of 2021, the Company completed the sale of Trinity Highway Products, LLC (“THP”), a wholly-owned subsidiary of the Company, and certain direct and indirect subsidiaries of THP, to Rush Hour Intermediate II, LLC ("Rush Hour"), an entity owned by an affiliated investment fund of Monomoy Capital Partners, for an aggregate purchase price of $ 375.0 million.

A final working capital adjustment was recorded in 2022.

We concluded that the sale of THP represented a strategic shift that would have a major effect on the Company’s operations and financial results.

Accordingly, we have presented the operating results and cash flows of THP as discontinued operations for all periods in this 2023 Annual Report on Form 10-K.

Results of prior periods have been recast to reflect these changes and present results on a comparable basis.

See Note 2 for further information related to the sale of THP.

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

Revenue associated with our railcar lease contracts is recognized in accordance with Accounting Standards Codification ("ASC") 842, Leases .

Revenue associated with our railcar manufacturing, maintenance services, digital and logistics services businesses, and certain servicing, maintenance, and management agreements is recognized in accordance with 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.

5 unchanged sentences

Payments for our products and services are generally due within normal commercial terms.

The following is a description of the principal activities from which we generate our revenue, separated by reportable segments.

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 Management Services Group

In our Railcar Leasing and Management 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.

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.

5 unchanged sentences

See "Lease Accounting" below for additional information regarding sales-type leases as of December 31, 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 Accounting Standards Codification ("ASC") 610-20, Gains and losses from the derecognition of non-financial assets .

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.

We act as an agent for certain logistics services and report these revenues on a net basis as we do not control the services before they are provided to the customer.

Our maintenance services business is primarily dedicated to servicing our lease fleet.

Revenues related to maintenance services performed on Company-owned railcars under full-service lease agreements are eliminated within the Railcar Leasing and Services Group.

Services that are not included in the full-service lease agreement, such as repairs of railcar damage or other customer-specific requirements, as well as maintenance and repair activities on railcars owned by third parties, including our investor-owned fleet, are reflected in the Leasing Group's revenues and are not eliminated in consolidation.

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 $ 9.6 million and $ 8.8 million as of December 31, 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.

Our railcar manufacturing business recognizes revenue related to new railcars at a point in time 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 unable to estimate the final consideration until the railcar is delivered.

Revenue is recognized over time as repair and maintenance projects and 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 $ 21.4 million and $ 2.9 million as of December 31, 2023 and 2022, respectively, related to unbilled revenues recognized on repair and maintenance services and 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.

this amount represents variable consideration for which we are generally unable to estimate the final consideration until the railcar is delivered.

Revenue related to sustainable railcar conversions 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.

Revenue related to certain support services is recognized over time based on our stand-ready obligation to provide such services.

We recorded contract assets of $ 3.4 million and $ 12.6 million as of December 31, 2024 and 2023, respectively.

These contract assets are included within the Receivables, net of allowance line in our Consolidated Balance Sheets.

13 unchanged sentences

Sustainable railcar conversions $ 3.1 100.0 %

Railcar Leasing and Services Group:

Leasing and management $ 57.3 33.5 %

Maintenance services $ 4.8 100.0 %

Railcar Leasing and Management Services Group $ 65.0 27.0 %

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 choose to change their procurement decision.

Unsatisfied performance obligations for the Railcar Leasing and Management Services Group are related to servicing, maintenance, and management agreements and are expected to be performed through 2029.

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.

Lease Accounting

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 .

Our operating leases have remaining lease terms ranging from one year to twelve 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 December 31, 2024, we had no material finance leases in which we were the lessee.

1 unchanged sentence

The following table summarizes the impact of our operating leases on our Consolidated Financial Statements (in millions, except lease term and discount rate):

Year Ended December 31,

2024 2023 2022

15 unchanged sentences

(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 at lease commencement of our Trinity Industries Leasing Company ("TILC") warehouse loan facility for railcar leases or our revolving credit facility for operating and administrative leases to determine the present value of lease payments.

Future contractual minimum operating lease liabilities will mature as follows (in millions):

Leasing Group Non-Leasing Group

Railcars in our Lease Fleet Operating and Administrative

2025 $ 8.6 $ 12.4 $ 21.0

12 unchanged sentences

Some of our leases include options to extend the leases for up to five years , and a small percentage of our leases include early termination options with certain notice requirements and early termination penalties.

As of December 31, 2023, non-Leasing Group operating leases were not significant, and we had no direct finance leases.

As of December 31, 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.

2 unchanged sentences

The following table summarizes the impact of our leases in our Consolidated Statements of Operations:

Year Ended December 31,

2024 2023 2022

(in millions)

Operating lease revenues $ 786.3 $ 731.5 $ 679.4

30 unchanged sentences

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

During the year ended December 31, 2023, we recognized approximately $ 3.1 million of credit loss expense and approximately $ 0.6 million of recoveries and other adjustments, and wrote off $ 0.3 million related to our trade receivables that are in scope of ASC 326, Financial Instruments – Credit Losses, bringing the allowance for credit losses balance from $ 10.6 million at December 31, 2022 to $ 12.8 million at December 31, 2023.

During the year ended December 31, 2024, we recognized approximately $ 4.3 million of credit loss expense and wrote off $ 2.8 million related to our trade receivables that are in scope of ASC 326, Financial Instruments – Credit Losses, bringing the allowance for credit losses balance from $ 12.8 million at December 31, 2023 to $ 14.3 million at December 31, 2024.

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

17 unchanged sentences

We did not identify any indicators of impairment during the years ended December 31, 2024, 2023, or 2022.

Assets Held for Sale

We classify our facilities as assets held for sale at the time management commits to a plan to sell the facility, and the sale is expected to be completed within one year.

Assets held for sale are recorded at fair value, less any costs to sell, and are no longer subject to depreciation.

As of December 31, 2023 and 2022, assets held for sale totaling $ 2.1 million and $ 6.6 million, respectively, are included in the other assets line of our Consolidated Balance Sheets.

Goodwill and Intangible Assets

1 unchanged sentence

Indefinite-lived intangible assets are not subject to amortization but are required to be evaluated for impairment at least annually.

We have historically performed our annual impairment tests of goodwill and indefinite-lived intangible assets as of December 31 of each year.

During 2023, we voluntarily changed the date of our annual impairment tests from December 31 to October 1.

This voluntary change in accounting is preferable under the circumstances as it better aligns with our annual forecasting and strategic planning process, which is a key component of the annual impairment test models.

Further, the change will provide management with additional time to perform and complete its annual impairment assessment.

This voluntary change did not result in a delay, acceleration, or avoidance of an impairment charge.

The change in measurement date has been applied prospectively as of October 1, 2023 as retrospective application is deemed impracticable due to the inability to objectively determine the assumptions and significant estimates used in prior periods without the benefit of hindsight.

As such, the annual impairment tests of goodwill and indefinite-lived intangible assets for the year ended December 31, 2023 were performed as of October 1, 2023.

The quantitative goodwill impairment test is a two-step process, with step one requiring the comparison of the reporting unit's estimated fair value with the carrying amount of its net assets.

If necessary, step two of the impairment test determines the amount of goodwill impairment to be recorded when the reporting unit's recorded net assets exceed its fair value.

We have the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment assessment.

If, after assessing the totality of events and circumstances, we determine that it is more likely than not that the fair value of a reporting unit or an individual indefinite-lived intangible asset is less than its carrying value, the Company will perform the quantitative impairment test.

We can also elect to forgo the qualitative assessment and perform the quantitative test.

The quantitative goodwill impairment test compares the reporting unit's estimated fair value with the carrying amount of its net assets.

An impairment is recognized if the reporting unit's recorded net assets exceed its fair value.

Impairment is assessed at the reporting unit level by applying a fair value-based test for each unit with recorded goodwill.

The estimates and judgments that most significantly affect the fair value calculations are assumptions, consisting of Level 3 inputs, related to revenue and operating profit results, discount rates, terminal growth rates, and exit multiples.

As of October 1, 2023 and December 31, 2022, we completed our annual impairment tests of goodwill at the reporting unit level and determined that no impairment charges were necessary.

As of both December 31, 2024 and 2023, goodwill totaled $ 221.5 million.

As of October 1, 2024 and 2023, we completed our annual impairment tests of goodwill at the reporting unit level and determined that no impairment charges were necessary.

If the carrying value of an individual indefinite-lived intangible asset exceeds its fair value, such individual indefinite-lived intangible asset is impaired by the amount of the excess.

As of December 31, 2023 and 2022, indefinite-lived intangible assets, which are comprised of trade names of recently acquired businesses, totaled $ 11.2 million and $ 4.4 million.

As of October 1, 2023 and December 31, 2022, we completed our evaluations of each indefinite-lived intangible asset and determined that no impairment charges were necessary.

As of both December 31, 2024 and 2023, indefinite-lived intangible assets, which are comprised of trade names of recently acquired businesses , totaled $ 11.2 million.

As of October 1, 2024 and 2023, we completed our evaluations of each indefinite-lived intangible asset and determined that no impairment charges were necessary.

The net book value of our finite-lived intangible assets totaled $ 87.8 million and $ 95.5 million as of December 31, 2024 and 2023, respectively, which are amortized over their estimated useful lives, ranging from one year to fifteen years .

1 unchanged sentence

We did not identify any impairment indicators during the years ended December 31, 2024, 2023, or 2022.

See Note 2 and Note 8 for further information regarding the changes in the carrying amounts of our goodwill and intangible assets related to acquisition activity for the years ended December 31, 2023 and 2022.

See Note 8 for further information regarding goodwill and intangible assets.

Restricted Cash

Restricted cash consists of cash and cash equivalents held either as collateral for our non-recourse debt and lease obligations.

Restricted cash consists of cash and cash equivalents held as collateral for our non-recourse debt and lease obligations.

As such, they are restricted in use.

Investments in Affiliates

We continuously evaluate our investments in and other contractual arrangements with third-party entities to determine whether they are considered a variable interest entity ("VIE") and, if so, whether we are considered the primary beneficiary.

We regularly assess our investments in and other contractual arrangements with third-party entities to determine whether they are considered a variable interest entity ("VIE") and, if so, whether we are considered the primary beneficiary.

Consolidation is required for VIEs in which we are the primary beneficiary.

6 unchanged sentences

These liabilities are calculated based upon loss development factors, which contemplate a number of variables, including claims history and expected trends.

As of December 31, 2023, our liabilities associated with workers' compensation and group medical insurance were $ 35.0 million and $ 4.5 million, respectively, and are included in the accrued liabilities line of our Consolidated Balance Sheets.

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 years ended December 31, 2023, 2022, and 2021 are as follows:

Year Ended December 31,

2023 2022 2021

(in millions)

Beginning balance $ 3.3 $ 3.1 $ 11.3

Warranty costs incurred ( 2.5 ) ( 2.7 ) ( 7.4 )

Warranty originations and revisions 3.3 3.2 0.1

Warranty expirations ( 0.8 ) ( 0.3 ) ( 0.9 )

Ending balance $ 3.3 $ 3.3 $ 3.1

Foreign Currency Transactions

The functional currency of our Mexico operations is the United States dollar.

Certain transactions in Mexico occur in currencies other than the United States dollar.

The remeasurement impact of foreign currency fluctuations on these transactions is recorded in other, net (income) expense in our Consolidated Statements of Operations.

Other Comprehensive Income (Loss)

Other comprehensive net income (loss) consists of foreign currency translation adjustments, unrealized gains and losses on our derivative financial instruments, and the net actuarial gains and losses of our defined benefit plans, the sum of which, together with net income (loss), constitutes comprehensive income (loss).

All components are shown net of tax.

Recent Accounting Pronouncements

Adopted in 2023

ASU 2022-04 – In September 2022, the Financial Accounting Standards Board ("FASB") issued ASU No.

2022-04, "Disclosure of Supplier Finance Program Obligations," which requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose information about the key terms of these programs, outstanding amounts as of the end of the reporting period, a description of where in the financial statements outstanding amounts are presented, and a rollforward of these obligations.

We adopted ASU 2022-04 effective January 1, 2023.

The adoption did not have a significant impact on our Consolidated Financial Statements.

As of December 31, 2024 and 2023, our liabilities associated with workers' compensation were $ 30.6 million and $ 35.0 million, respectively, and our liabilities associated with group medical insurance were $ 3.8 million and $ 4.5 million, respectively.

These amounts are included in the accrued liabilities line of our Consolidated Balance Sheets.

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.

13 unchanged sentences

Confirmed obligations outstanding at December 31, 2024

Not Yet Adopted

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

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.

As of December 31, 2024 and 2023, our accruals for warranties totaled $ 2.9 million and $ 3.3 million, respectively, and are included in accrued liabilities in our Consolidated Balance Sheets.

Foreign Currency Transactions

The functional currency of our Mexico and Canada operations is the United States dollar.

Certain transactions in these countries occur in currencies other than the United States dollar.

The remeasurement impact of foreign currency fluctuations on these transactions is recorded in other, net (income) expense in our Consolidated Statements of Operations.

Other Comprehensive Income (Loss)

All components are shown net of tax.

Recent Accounting Pronouncements

Adopted in 2024

ASU 2023-07 – In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("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 chief operating decision maker ("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.

Early adoption is permitted.

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

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.

We adopted ASU 2023-07 on a retrospective basis.

See Note 4 for our reportable segment disclosures, including significant segment expenses.

Not Yet Adopted

ASU 2023-09 – In December 2023, the FASB issued ASU No.

2 unchanged sentences

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.

ASU 2024-03 – In November 2024, the FASB issued ASU No.

2024-03, "Disaggregation of Income Statement Expenses," which improves financial reporting and responds to investor input by requiring public companies to disclose additional information about certain expenses in the notes to the consolidated financial statements.

ASU 2024-03 requires disclosures, on an annual and interim basis, of the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense category;

a qualitative description of amounts remaining that are not separately disaggregated quantitatively;

and the amount of selling expenses and, in annual reporting periods, the definition of selling expenses.

ASU 2024-03 is effective for public companies during annual reporting periods beginning after December 15, 2026 on a prospective basis, with an option for retrospective application.

Early adoption is permitted.

We are currently evaluating the impact ASU 2024-03 will have on our financial statement disclosures.

Management's Estimates

2 unchanged sentences

Acquisitions and Discontinued Operations

Acquisition of RSI Logistics

On March 8, 2023, we acquired RSI Logistics ("RSI"), a data-centric provider of proprietary software and logistics and terminal management solutions to the North American rail industry, for an aggregate purchase price of $ 72.1 million.

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 preliminary purchase price allocation recorded during the first quarter of 2023, we recorded identifiable intangible assets of $ 37.4 million, goodwill of $ 26.3 million, and certain other assets, net of liabilities, totaling $ 8.4 million.

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.

During 2023, we made immaterial purchase price allocation adjustments to certain assets, which included a final working capital adjustment.

Additionally, during the fourth quarter of 2023, we completed the sale of an intermodal transportation services business, which was a wholly-owned subsidiary of RSI, for a sales price of approximately $ 4.4 million.

The disposal group included identifiable intangible assets of $ 1.6 million, goodwill of $ 1.2 million, and certain other assets, net of liabilities, totaling $ 1.6 million, resulting in final goodwill attributable to the RSI acquisition of $ 25.6 million as of December 31, 2023.

Acquisition of Holden America

On December 30, 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 aggregate purchase price, when combined with the potential additional future consideration described below, resulted in total consideration of $ 87.1 million.

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

Based on our preliminary purchase price allocation recorded during the year ended December 31, 2022, we recorded identifiable intangible assets of $ 45.9 million, goodwill of $ 36.4 million, and certain other immaterial assets and liabilities.

During 2023, we made immaterial adjustments to certain assets and liabilities to finalize our purchase price allocation.

The purchase agreement included minimum additional consideration of $ 10.0 million, which is payable in installments of $ 5.0 million per year for the next two years.

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 initial estimated fair value of $ 20.0 million as of December 31, 2023 and is remeasured at each reporting period using Level 3 inputs.

As of December 31, 2023, the estimated fair value of the additional consideration was $ 20.0 million.

The change in fair value is included in selling, engineering, and administrative expenses in our Consolidated Statements of Operations for the year ended December 31, 2023.

Other Acquisitions

In June 2022, the Leasing Group acquired a portfolio of railcars for $ 132.1 million in cash.

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

As a result of the purchase transaction, the Leasing Group acquired approximately 3,800 railcars, substantially all of which are currently under lease to third parties.

We recorded acquired railcars of $ 125.0 million, lease-related intangible assets of $ 7.8 million, and certain other immaterial assets and liabilities in our Consolidated Balance Sheets as of the purchase date.

In May 2022, we completed the acquisition of a company that owns and operates an end-to-end rail logistics software platform providing a real-time data universe to freight rail shippers and operators.

During the year ended December 31, 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 December 31, 2024, the fair value of the additional consideration was $ 10.0 million, which was funded in February 2025.

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.

The acquisition did not have a significant impact on our Consolidated Financial Statements.

Based on our purchase price allocation, we recorded intellectual property of $ 5.2 million, which will be amortized over five years, goodwill of $ 5.3 million, and certain other immaterial assets and liabilities.

See Note 8 for further information regarding goodwill and intangible assets recorded as a result of these acquisitions.

Based on our purchase price allocation, we recorded identifiable intangible assets of $ 35.7 million, goodwill of $ 25.6 million, and certain other assets and liabilities.

See Note 8 for further information regarding goodwill and intangible assets.

Discontinued Operations

Sale of Highway Products Business

In the fourth quarter of 2021, we completed the sale of our highway products business, THP.

The sale closed on December 31, 2021, and we received net proceeds of approximately $ 364.7 million, after certain adjustments and closing costs.

We concluded that the sale of THP represented a strategic shift that will have a major effect on the Company’s operations and financial results.

Accordingly, we have presented the operating results and cash flows of THP as discontinued operations for all periods in this 2023 Annual Report on Form 10-K.

In connection with the sale, the Company agreed to indemnify Rush Hour for certain liabilities related to the highway products business, including certain liabilities resulting from or arising out of the ET-Plus® System, a highway guardrail end-terminal system (the “ET Plus”).

Consequently, results from discontinued operations below include certain legal expenses that were directly attributable to the highway products business.

Expenses related to these retained obligations incurred during the years ended December 31, 2023 and 2022 were, and similar expenses that may be incurred in the future will likewise be, reported in discontinued operations.

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 years ended December 31, 2024, 2023, and 2022, we recorded expenses related to these obligations of $ 18.4 million ($ 14.3 million, net of income taxes), $ 17.0 million ($ 13.4 million, net of income taxes), and $ 21.4 million ($ 20.3 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 15 for further information regarding obligations retained in connection with the THP sale.

The following is a summary of operating results related to the THP business included in income (loss) from discontinued operations for the years ended December 31, 2023, 2022, and 2021:

Year Ended December 31,

2023 2022 2021

(in millions)

Revenues $ — $ — $ 296.5

Cost of revenues — — 216.6

Selling, engineering, and administrative expenses 17.0 21.4 65.3

Income (loss) from discontinued operations before income taxes ( 17.0 ) ( 21.4 ) 14.6

Provision (benefit) for income taxes ( 3.6 ) ( 1.1 ) 2.7

Income (loss) from discontinued operations, net of income taxes $ ( 13.4 ) $ ( 20.3 ) $ 11.9

Additionally, during the year ended December 31, 2022, we recorded a loss on sale of discontinued operations of $ 5.8 million ($ 4.4 million, net of income taxes), which included a $ 2.7 million payment to Rush Hour representing a final working capital adjustment, as well as additional transaction costs incurred during the period.

During the year ended December 31, 2021, we recorded a gain on sale of discontinued operations of $ 183.3 million ($ 131.4 million, net of income taxes).

Other discontinued operations

In addition to the THP activities disclosed above, results include certain amounts related to businesses previously disposed, including $ 1.3 million of loss on sale of discontinued operations, net of income taxes for the year ended December 31, 2022, and a loss of $ 0.8 million included in income (loss) from discontinued operations, net of income taxes for the year ended December 31, 2021.

Derivative Instruments and Fair Value Measurements

17 unchanged sentences

2018 secured railcar equipment notes $ 249.3 4.41 % $ — $ 0.1 $ —

TRIP Holdings warehouse loan (2)

$ 788.5 3.60 % $ — $ — $ —

Tribute Rail secured railcar equipment notes $ 256.0 2.86 % $ — $ 0.1 $ 0.2

5 unchanged sentences

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

(2) As of March 31, 2023, all amounts previously recorded in AOCI related to this hedge have been fully amortized.

(3) In June 2023, Trinity Rail Leasing 2023 LLC (“TRL-2023”), a limited purpose, indirect wholly-owned subsidiary of the Company owned through Trinity Industries Leasing Company ("TILC"), executed and designated a new interest rate swap derivative as a cash flow hedge to fix the Secured Overnight Financing Rate ("SOFR") component of the interest rate on a portion of the outstanding TRL-2023 term loan agreement ("TRL-2023 term loan").

(2) In 2024, we entered into forward starting interest rate swaps 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)

6 unchanged sentences

TRIP Holdings warehouse loan $ — $ 0.1 $ 1.2 $ —

TRIP Master Funding secured railcar equipment notes

$ — $ — $ 0.1 $ —

Tribute Rail secured railcar equipment notes $ 0.7 $ 0.7 $ 0.4 $ 0.3

5 unchanged sentences

TRL-2023 term loan $ (3.7) $ (2.2) $ — $ ( 0.8 )

TILC $ — $ — $ — $ ( 0.4 )

(1) Based on the fair value of open hedges as of December 31, 2024 .

Foreign Currency Hedges

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

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

Information related to our foreign currency hedges is as follows:

10 unchanged sentences

Derivatives Not Designated as Hedging Instruments (1)

(Liability) at

Asset/(Liability) at

December 31, 2024

1 unchanged sentence

Amount Interest

Rate Year Ended

Rate Year Ended December 31,

2024 2023 2022

($ in millions)

Interest rate derivatives (1) :

Interest rate derivatives – open:

TILC warehouse facility – interest rate cap $ 680.0 2.50 % $ 23.3 $ (0.1) $ — $ —

TILC – interest rate cap (2)

(1) Comprised of back-to-back interest rate caps entered into with the same counterparty that offset and do not have a net effect on Trinity's consolidated earnings.

These derivative contracts were entered into in connection with our risk management objectives.

$ 680.0 2.50 % $ ( 23.3 ) $ 3.2 $ — $ —

Interest rate derivatives – expired (3) :

TILC warehouse facility – interest rate cap $ 800.0 2.50 % $ — $ 1.9 $ (5.4) $ (1.6)

TILC – interest rate cap $ 800.0 2.50 % $ — $ (1.9) $ 5.4 $ 1.6

(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 year ended December 31, 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 9 for further information.

(3) These interest rate caps matured and settled in 2024.

Fair Value Measurements

14 unchanged sentences

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.

Interest rate hedges and interest rate derivatives 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.

4 unchanged sentences

Interest rate hedges $ 10.4 $ 13.1

Foreign currency forward contracts 5.8 2.0

Foreign currency options 1.0 —

Foreign currency hedges 0.4 6.8

Derivatives not designated as hedging instruments:

TILC warehouse facility – interest rate cap 6.6 21.6

Interest rate derivatives 23.3 6.6

Total assets $ 34.1 $ 26.5

2 unchanged sentences

Interest rate hedges $ — $ 2.5

Foreign currency hedges 9.5 —

Derivatives not designated as hedging instruments:

TILC – interest rate cap 6.6 21.6

Interest rate derivatives 23.3 6.6

Total liabilities $ 32.8 $ 9.1

3 unchanged sentences

As of December 31, 2024 and 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 non-recurring fair value measurements involving Level 3 inputs resulting from acquisition activity.

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

See Note 9 for the estimated fair values of our debt instruments.

2 unchanged sentences

We report our operating results in two reportable segments:

(1) the Railcar Leasing and Management Services Group, which owns and operates a fleet of railcars and provides third-party fleet leasing, management, and administrative services, as well as other railcar logistics products and services;

and (2) the Rail Products Group, which manufactures and sells railcars and related parts and components, and provides railcar maintenance and modification services.

Following the sale of THP, which was previously reported within All Other, we have combined the results of the prior Corporate and All Other groupings into a single Corporate and other grouping.

The remaining activity previously reported in All Other primarily includes legal, environmental, and maintenance costs associated with non-operating facilities.

Results of prior periods have been recast to reflect these changes and present results on a comparable basis.

(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.

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.

Our CODM is our Chief Executive Officer.

Operating profit is the primary measure our CODM uses to assess performance and allocate resources to each of our reportable segments.

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 and are reflected in "Eliminations − Lease subsidiary" in the tables below.

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.

3 unchanged sentences

Year Ended December 31, 2024

Railcar Leasing and Management Services Group Rail Products Group Corporate and other Eliminations – Lease Subsidiary

Eliminations – Other

Consolidated Total

Railcar Leasing and Services Group Rail Products Group Total

External revenue $ 1,140.8 $ 1,938.4 $ 3,079.2

1 unchanged sentence

Total revenues 1,143.2 2,431.1 3,574.3

Depreciation & amortization $ 244.6 $ 43.7 $ 4.9 $ — $ — $ 293.2

Capital expenditures $ 671.5 $ 37.1 $ 1.5 $ — $ — $ 710.1

Elimination of intersegment revenues ( 495.1 )

Total consolidated revenues $ 3,079.2

Rail Products Group cost of revenues (2)

Depreciation and amortization for Company-owned railcars (3)

Maintenance and compliance for Company-owned railcars (3)(4)

Selling, engineering, and administrative expenses 77.0 32.8

Gains on lease portfolio sales ( 57.3 ) *

Other segment items (5)

287.6 ( 0.1 )

Segment operating profit $ 464.0 $ 189.4 $ 653.4

Year Ended December 31, 2023

Railcar Leasing and Management Services Group Rail Products Group Corporate and other Eliminations – Lease Subsidiary

Eliminations – Other

Consolidated Total

Railcar Leasing and Services Group Rail Products Group Total

External revenue $ 1,039.4 $ 1,943.9 $ 2,983.3

1 unchanged sentence

Total revenues 1,041.0 2,479.4 3,520.4

Depreciation & amortization $ 236.4 $ 34.8 $ 5.2 $ — $ — $ 276.4

Capital expenditures $ 928.8 $ 35.7 $ 2.3 $ — $ — $ 966.8

Elimination of intersegment revenues ( 537.1 )

Total consolidated revenues $ 2,983.3

Rail Products Group cost of revenues (2)

Depreciation and amortization for Company-owned railcars (3)

Maintenance and compliance for Company-owned railcars (3)(4)

Selling, engineering, and administrative expenses 62.0 30.5

Gains on lease portfolio sales ( 82.8 ) *

Other segment items (5)

Segment operating profit $ 437.5 $ 112.6 $ 550.1

Year Ended December 31, 2022

Railcar Leasing and Management Services Group Rail Products Group Corporate and other Eliminations – Lease Subsidiary

Eliminations – Other

Consolidated Total

Railcar Leasing and Services Group Rail Products Group Total

External revenue $ 850.0 $ 1,127.3 $ 1,977.3

1 unchanged sentence

Total revenues 851.5 1,885.5 2,737.0

Depreciation & amortization $ 226.0 $ 33.6 $ 6.1 $ — $ — $ 265.7

Capital expenditures $ 547.2 $ 21.3 $ 2.3 $ — $ — $ 570.8

Elimination of intersegment revenues ( 759.7 )

Total consolidated revenues $ 1,977.3

Rail Products Group cost of revenues (2)

Depreciation and amortization for Company-owned railcars (3)

Maintenance and compliance for Company-owned railcars (3)(4)

Selling, engineering, and administrative expenses 59.1 29.1

Gains on lease portfolio sales ( 127.5 ) *

Other segment items (5)

Segment operating profit $ 401.8 $ 65.6 $ 467.4

* Not identified as a significant expense for this segment.

(1) Significant expense categories and amounts align with the segment-level information that is regularly provided to and reviewed by the CODM.

Intersegment expenses are included within the amounts shown.

(2) Cost of revenues in the Rail Products Group primarily includes materials, labor, and overhead, including depreciation and amortization.

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

(4) 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.

(5) Other segment items for each reportable segment include:

– Railcar Leasing and Services Group:

the remaining operating costs for our maintenance services and digital and logistics services businesses, including materials, labor, and overhead costs;

other operating costs for the lease fleet, including equipment rental, property taxes, and freight and storage expenses;

and gains or losses on dispositions of other property.

– Rail Products Group:

(gains) or losses on dispositions of other property.

The reconciliation of segment operating profit to consolidated net income is as follows:

3 unchanged sentences

Operating profit:

Railcar Leasing and Management Services Group $ 428.5 $ 423.3 $ 350.9

Railcar Leasing and Services Group $ 464.0 $ 437.5 $ 401.8

Rail Products Group 189.4 112.6 65.6

2 unchanged sentences

Restructuring activities, net ( 4.3 ) 2.2 ( 1.0 )

Eliminations – Lease Subsidiary ( 36.1 ) ( 65.2 ) ( 17.2 )

Eliminations – Other 1.3 ( 1.4 ) ( 1.2 )

Eliminations ( 31.9 ) ( 27.0 ) ( 51.6 )

Consolidated operating profit 491.5 417.0 334.0

1 unchanged sentence

Provision (benefit) for income taxes 50.4 9.0 27.6

Income (loss) from discontinued operations, net of income taxes ( 13.4 ) ( 20.3 ) 11.1

Gain (loss) on sale of discontinued operations, net of income taxes — ( 5.7 ) 131.4

Loss from discontinued operations, net of income taxes ( 14.3 ) ( 13.4 ) ( 20.3 )

Loss on sale of discontinued operations, net of income taxes — — ( 5.7 )

Net income $ 157.1 $ 126.6 $ 72.9

Total assets for these segments is shown in the table below.

Additional financial information by segment is shown in the tables below.

December 31, 2024 December 31, 2023

(in millions)

Railcar Leasing and Management Services Group $ 7,895.7 $ 7,779.9

Railcar Leasing and Services Group $ 8,151.7 $ 8,118.8

Rail Products Group 967.7 1,189.2

1 unchanged sentence

Corporate and other 383.3 286.3

Eliminations – Lease Subsidiary ( 750.2 ) ( 763.3 )

Eliminations ( 670.5 ) ( 687.8 )

Total assets $ 8,832.2 $ 8,906.5

Corporate and other assets are composed of cash and cash equivalents, short-term marketable securities, notes receivable, certain property, plant, and equipment, and other assets.

Depreciation & Amortization Capital Expenditures

Year Ended December 31, Year Ended December 31,

2024 2023 2022 2024 2023 2022

(in millions)

Railcar Leasing and Services Group $ 262.2 $ 258.0 $ 249.3 $ 568.1 $ 688.0 $ 951.1

Rail Products Group 27.6 30.3 21.9 27.2 20.6 13.4

Corporate and other 4.0 4.9 5.2 0.4 1.5 2.3

Total $ 293.8 $ 293.2 $ 276.4 $ 595.7 $ 710.1 $ 966.8

Corporate and other assets are primarily composed of cash and cash equivalents, short-term marketable securities, certain property, plant, and equipment, and other assets.

We operate principally in North America.

4 unchanged sentences

One customer in the Rail Products Group comprised approximately 22 %, 13 %, and 17 % of our consolidated revenues during the years ended December 31, 2024, 2023, and 2022, respectively.

The new structure will result in a change to our reportable segments beginning in 2024.

In connection with this organizational update, we will align the maintenance services business, which is currently reported in the Rail Products Group, to be presented within our leasing business.

This change aligns with the way in which our CODM will assess performance and allocate resources.

Consequently, beginning January 1, 2024, we will report our operating results in two reportable segments:

(1) Railcar Leasing and Services Group, formerly the Railcar Leasing and Management Services Group, and (2) Rail Products Group.

These changes will have no impact to our previously reported consolidated results of operations, financial position, or cash flows.

All prior period segment results will be recast to reflect these changes and present results on a comparable basis in future filings, beginning with our Quarterly Report on Form 10-Q for the three months ended March 31, 2024.

Partially-Owned Subsidiaries

5 unchanged sentences

At December 31, 2024, the carrying value of our investment in TRIP Holdings and RIV 2013 totaled $ 130.4 million.

Our weighted average ownership interest in TRIP Holdings and RIV 2013 is 38 % while the remaining 62 % weighted average interest is owned by third-party, investor-owned funds.

The investment in our partially-owned leasing subsidiaries is eliminated in consolidation.

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.

11 unchanged sentences

Other Investment in Consolidated Affiliate

In February 2023, the Company and a third party formed Trinity Global Ventures to deliver railcars and provide warranty support services in Saudi Arabia.

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.

4 unchanged sentences

Investment in Unconsolidated Affiliate

In August 2021, the Company and Wafra, Inc.

(“Wafra”), a global alternative investment manager, announced a new railcar investment vehicle (“RIV”) program between Trinity and certain funds managed by Wafra (“Wafra Funds”).

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 87.6 % by Wafra Funds and 12.4 % by TILC.

To date, TILC has sold 6,460 railcars and related leases to Signal Rail for an aggregate sales price of $ 598.6 million.

TILC services all railcars owned by Signal Rail.

Upon consideration under the VIE model of ASC 810, Trinity has concluded that Signal Rail meets the definition of a VIE.

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 year ended December 31, 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 12.4 % equity ownership position and its role as a service provider.

4 unchanged sentences

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

Railcar Leasing and Management Services Group

The Railcar Leasing and Management Services Group owns and operates a fleet of railcars as well as provides third-party fleet leasing, management, and administrative services, as well as other railcar logistics products and services.

Selected consolidated financial information for the Leasing Group is as follows:

December 31, 2023

Subsidiaries Partially-Owned Subsidiaries Total Leasing Group Eliminations – Lease Subsidiary (1)

Adjusted Total Leasing Group

(in millions)

Cash and cash equivalents $ 6.7 $ — $ 6.7 $ — $ 6.7

Accounts receivable 141.8 15.9 157.7 157.7

Property, plant, and equipment, net 5,940.7 1,473.2 7,413.9 ( 750.2 ) 6,663.7

Restricted cash 98.8 30.6 129.4 — 129.4

Other assets 186.2 1.8 188.0 — 188.0

Total assets $ 6,374.2 $ 1,521.5 $ 7,895.7 $ ( 750.2 ) $ 7,145.5

Accounts payable and accrued liabilities $ 131.8 $ 33.1 $ 164.9 $ — $ 164.9

Debt, net 3,819.2 1,140.4 4,959.6 — 4,959.6

Deferred income taxes 1,130.2 1.1 1,131.3 ( 171.9 ) 959.4

Other liabilities 40.2 — 40.2 — 40.2

Total liabilities 5,121.4 1,174.6 6,296.0 ( 171.9 ) 6,124.1

Noncontrolling interest — 236.3 236.3 — 236.3

Total Equity $ 1,252.8 $ 110.6 $ 1,363.4 $ ( 578.3 ) $ 785.1

December 31, 2022

Subsidiaries Partially-Owned Subsidiaries Total Leasing Group Eliminations – Lease Subsidiary (1)

Adjusted Total Leasing Group

(in millions)

Cash and cash equivalents $ 2.6 $ — $ 2.6 $ — $ 2.6

Accounts receivable 89.9 10.8 100.7 — 100.7

Property, plant, and equipment, net 5,788.1 1,521.3 7,309.4 ( 763.3 ) 6,546.1

Restricted cash 140.3 74.4 214.7 — 214.7

Other assets 150.3 2.2 152.5 — 152.5

Total assets $ 6,171.2 $ 1,608.7 $ 7,779.9 $ ( 763.3 ) $ 7,016.6

Accounts payable and accrued liabilities $ 109.7 $ 44.1 $ 153.8 $ — $ 153.8

Debt, net 3,800.7 1,182.8 4,983.5 — 4,983.5

Deferred income taxes 1,152.3 1.1 1,153.4 ( 173.1 ) 980.3

Other liabilities 38.8 — 38.8 — 38.8

Total liabilities 5,101.5 1,228.0 6,329.5 ( 173.1 ) 6,156.4

Noncontrolling interest — 257.2 257.2 — 257.2

Total Equity $ 1,069.7 $ 123.5 $ 1,193.2 $ ( 590.2 ) $ 603.0

(1) Net deferred profit on railcars sold to the Leasing Group consists of intersegment profit that is eliminated in consolidation.

Net deferred profit and the related deferred tax impact are included as adjustments to the property, plant, and equipment, net and deferred income taxes line items, respectively, in the Eliminations – Lease Subsidiary column above to reflect the net book value of the railcars purchased by the Leasing Group from the Rail Products Group based on manufacturing cost.

See Note 5 and Note 9 for a further discussion regarding our investment in our partially-owned leasing subsidiaries and the related indebtedness.

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:

Year Ended December 31, Percent Change

3 unchanged sentences

Leasing and management $ 867.8 $ 813.8 $ 756.4 6.6 % 7.6 %

Operating profit (1) :

Leasing and management $ 345.7 $ 295.8 $ 296.8 16.9 % ( 0.3 ) %

Maintenance services (1)

234.0 170.1 80.9 37.6 % 110.3 %

Digital and logistics services 41.4 57.1 14.2 ( 27.5 ) % 302.1 %

Total revenues $ 1,143.2 $ 1,041.0 $ 851.5 9.8 % 22.3 %

Cost of revenues (2)

665.2 630.3 527.9 5.5 % 19.4 %

Selling, engineering, and administrative expenses 77.0 62.0 59.1 24.2 % 4.9 %

Gains on dispositions of property:

Lease portfolio sales (3)

57.3 82.8 127.5 * *

Other 5.7 6.0 9.8 * *

Total operating profit $ 464.0 $ 437.5 $ 401.8 6.1 % 8.9 %

Total operating profit margin 40.6 % 42.0 % 47.2 %

Leasing and management operating profit margin

Total operating profit margin, excluding lease portfolio sales 35.6 % 34.1 % 32.2 %

Selected expense information for Company-owned railcars (4) :

Depreciation and amortization expense (5)

$ 240.1 $ 238.5 $ 234.4 0.7 % 1.7 %

Selected expense information:

Depreciation and amortization (3)

Maintenance and compliance expense (6)

$ 131.8 $ 130.5 $ 112.1 1.0 % 16.4 %

Maintenance and compliance $ 138.9 $ 113.4 $ 95.0 22.5 % 19.4 %

Rent and ad valorem taxes $ 15.9 $ 19.3 $ 18.4 ( 17.6 ) % 4.9 %

Selling, engineering, and administrative expenses

Other fleet operating costs (7)

$ 32.3 $ 31.5 $ 46.6 2.5 % ( 32.4 ) %

Interest expense (8)

$ 234.4 $ 227.2 $ 186.7 3.2 % 21.7 %

* Not meaningful

(1) Operating profit includes:

depreciation and amortization;

fleet operating costs, which include maintenance, compliance, freight, and storage;

rent and ad valorem taxes;

and selling, engineering, and administrative expenses.

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

Interest expense is not a component of operating profit and includes the effect of hedges.

(1) Revenues related to services performed by the maintenance services business on Company-owned railcars under full-service lease agreements are eliminated within the Railcar Leasing and 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 $ 1.3 million selling profit associated with sales-type leases for the year ended December 31, 2022.

(3) Depreciation and amortization expense includes $ 5.6 million, $ 12.1 million, and $ 8.8 million for the years ended December 31, 2023, 2022, and 2021, respectively, related to the disposal of certain railcar components associated with our sustainable railcar conversion program.

(4) Interest expense for the year ended December 31, 2022 includes $ 1.5 million of loss on extinguishment of debt associated with the repayment of TRIP Railcar Co.

LLC's outstanding term loan agreement.

Interest expense for the year ended December 31, 2021 includes $ 11.7 million of loss on extinguishment of debt associated with the refinancing of our partially-owned subsidiaries' debt.

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

(5) Depreciation and amortization expense includes $ 5.6 million and $ 12.1 million for the years ended December 31, 2023 and 2022, respectively, related to the disposal of certain railcar components associated with our sustainable railcar conversion program.

There were no disposals under this program during the year ended December 31, 2024.

Additionally, depreciation and amortization expense includes deferred profit related to new railcar additions, sustainable railcar conversions, railcar modifications, and other betterments, resulting in the recognition of depreciation expense based on the original cost of the railcars and services.

(6) 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.

(7) Other fleet operating costs include freight, storage, rent, and ad valorem taxes.

(8) Interest expense is not a component of operating profit and includes the effect of hedges.

Information related to lease portfolio sales is as follows:

10 unchanged sentences

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.

The Leasing Group primarily enters into full-service operating leases.

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

8 unchanged sentences

Partially-owned subsidiaries.

Debt owed by TRIP Holdings and RIV 2013 and their respective subsidiaries is nonrecourse to Trinity and TILC.

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.

10 unchanged sentences

$ 12.4 $ 9.6 $ 3.5 $ 1.0 $ 0.5 $ 1.2 $ 28.2

Operating lease obligations totaling $ 0.9 million are guaranteed by Trinity Industries, Inc.

and certain subsidiaries.

The Leasing Group also has future amounts due for operating lease obligations related to rail terminal warehouse, office spaces, and equipment leases of approximately $ 5.3 million, which is excluded from the table above.

Property, Plant, and Equipment

2 unchanged sentences

(in millions)

Manufacturing/Maintenance/Corporate:

Land $ 16.1 $ 15.7

Buildings and improvements 380.1 384.6

Machinery and other 391.6 405.5

Construction in progress 10.7 18.1

accumulated depreciation ( 457.4 ) ( 483.2 )

Railcars in our lease fleet:

Wholly-owned subsidiaries:

Machinery and other 26.8 21.7

Equipment on lease $ 7,715.0 $ 7,536.7

7,565.8 7,269.0

accumulated depreciation ( 1,766.9 ) ( 1,604.9 )

4 unchanged sentences

1,416.0 1,473.2

Deferred profit on railcars sold to the Leasing Group ( 1,061.3 ) ( 1,050.7 )

accumulated amortization 311.1 287.4

Deferred profit on railcar products sold (1)

( 1,069.8 ) ( 1,061.3 )

accumulated amortization 337.3 311.1

( 732.5 ) ( 750.2 )

Total railcars in our lease fleet 6,631.6 6,654.8

Operating and administrative assets:

Land 16.3 16.1

Buildings and improvements 403.2 380.4

Machinery and other 441.8 419.8

Construction in progress 11.5 11.3

accumulated depreciation ( 516.3 ) ( 477.6 )

Total operating and administrative assets 356.5 350.0

Total property, plant, and equipment, net $ 6,988.1 $ 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.

We lease certain equipment and facilities under operating leases.

See Note 1 for future operating lease obligations on non-Leasing Group leases.

See Note 1 and Note 6 for information related to the lease agreements, future operating lease obligations, and future minimum rental revenues associated with the Leasing Group.

See Note 1 for more information regarding assets classified as held for sale as of December 31, 2023 and 2022.

See Note 1 for future operating lease obligations on operating and administrative leases.

See Note 1 and Note 6 for information related to the lease agreements, future operating lease obligations, and future minimum rental revenues associated with our lease fleet.

Goodwill and Intangible Assets

The changes in the net carrying amount of goodwill by reportable segment are as follows:

Railcar Leasing and Management Services Group Rail Products Group

(in millions)

As of December 31, 2022

$ 7.1 $ 188.8 $ 195.9

Acquisitions and purchase price allocation adjustments (Note 2)

Divestitures (Note 2)

( 1.2 ) — ( 1.2 )

As of December 31, 2023

Goodwill by segment is as follows.

There were no changes to our goodwill during the year ended December 31, 2024.

December 31, 2024 December 31, 2023

Railcar Leasing and Services Group $ 50.6 $ 50.6

Rail Products Group 170.9 170.9

$ 221.5 $ 221.5

25 unchanged sentences

— — 399.9 394.5

Senior notes due 2028 400.0 417.6 — —

Senior notes due 2028, inclusive of unamortized premium of $ 4.3 and $ —

604.3 623.2 400.0 417.6

604.3 623.2 799.9 812.1

unamortized debt issuance costs ( 6.5 ) ( 5.3 )

Total recourse debt 597.8 794.6

Leasing – Non-recourse:

Lease fleet – Non-recourse:

Wholly-owned subsidiaries:

TILC warehouse facility 584.6 584.6 529.3 529.3

2009 secured railcar equipment notes — — 99.7 100.3

13 unchanged sentences

TRL-2023 term loan 323.4 323.4 334.5 334.5

TILC warehouse facility 529.3 529.3 721.8 721.8

Other equipment financing 50.0 50.0 52.3 52.3

17 unchanged sentences

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 December 31, 2023, we evaluated the fair value of the other equipment financing liability using Level 3 inputs and determined that the fair value approximates the carrying value.

As of December 31, 2024 and 2023, we evaluated the fair value of the other equipment financing liability using Level 3 inputs and determined that the fair value approximates the carrying value.

Corporate – Recourse

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

In March 2023, we amended our revolving credit facility to increase the total facility commitment from $ 450.0 million to $ 600.0 million, increase the maximum leverage ratio to provide additional flexibility, modify the limitations on restricted payments, and allow up to $ 100.0 million of annual dividends on the Company's common stock.

We incurred $ 0.7 million in costs related to the amendment, which will be amortized to interest expense through the maturity date.

The maturity date for the revolving credit facility is the earlier of (i) July 25, 2027 or (ii) July 2, 2024 if our Senior Notes due 2024 have not been repaid in full by that date.

During the year ended December 31, 2024, we had total borrowings of $ 280.0 million and total repayments of $ 280.0 million under the revolving credit facility.

Additionally, we had outstanding letters of credit issued in an aggregate amount of $ 8.7 million, leaving $ 591.3 million available for borrowing as of December 31, 2024.

The majority of our outstanding letters of credit as of December 31, 2023 are scheduled to expire in October 2024.

Our outstanding letters of credit as of December 31, 2024 are scheduled to expire beginning in April 2025.

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

11 unchanged sentences

Borrowings under the credit facility are guaranteed by certain of our 100%-owned subsidiaries.

Senior Notes Due 2024 – In September 2014, we issued $ 400.0 million aggregate principal amount of 4.55 % senior notes due October 2024.

Interest on the Senior Notes due 2024 is payable semiannually commencing April 1, 2015.

The Senior Notes due 2024 rank senior to existing and future subordinated debt and rank equal to existing and future senior indebtedness, including our revolving credit facility.

The Senior Notes due 2024 are subordinated to all our existing and future secured debt to the extent of the value of the collateral securing such indebtedness.

The Senior Notes due 2024 contain covenants that limit our ability and/or certain subsidiaries' ability to create or permit to exist certain liens;

enter into sale and leaseback transactions;

and consolidate, merge, or transfer all or substantially all of our assets.

Our Senior Notes due 2024 are fully and unconditionally and jointly and severally guaranteed by each of Trinity’s domestic subsidiaries that is a guarantor under our revolving credit facility.

See "Liquidity and Capital Resources" in Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K.

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

2 unchanged sentences

Interest on the Senior Notes due 2028 is payable semiannually commencing January 15, 2024.

The Senior Notes due 2028 rank senior to existing and future subordinated debt and rank equal to existing and future senior indebtedness, including our Senior Notes due 2024 and our revolving credit facility.

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.

The Senior Notes due 2028 rank senior to existing and future subordinated debt and rank equal to existing and future senior indebtedness, including our revolving credit facility.

The Senior Notes due 2028 are subordinated to all our existing and future secured debt to the extent of the value of the collateral securing such indebtedness.

3 unchanged sentences

Our Senior Notes due 2028 are fully and unconditionally and jointly and severally guaranteed by each of our domestic subsidiaries that is a guarantor under our revolving credit facility.

We incurred $ 5.5 million in debt issuance costs, which will be amortized to interest expense over the term of the Senior Notes due 2028.

Net proceeds received from the issuance were used to repay outstanding borrowings under our revolving credit facility and to pay related fees, costs, premiums, and expenses in connection with the issuance.

We intend to use the remainder of the net proceeds for general corporate purposes, which may include repayment of other debt, including the Senior Notes due 2024.

Senior Notes Due 2024 – In September 2014, we issued $ 400.0 million aggregate principal amount of 4.55 % senior notes due October 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 year ended December 31, 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 year ended December 31, 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 Annual Report on Form 10-K.

Wholly-owned leasing subsidiaries

TRL VII – In November 2009, Trinity Rail Leasing VII LLC, a Delaware limited liability company (“TRL VII”) and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $ 238.3 million in aggregate principal amount of Secured Railcar Equipment Notes, Series 2009-1 (the “2009 Notes”), of which $ 99.7 million was outstanding as of December 31, 2023.

The 2009 Notes were issued pursuant to a Master Indenture, dated November 5, 2009 between TRL VII and Wilmington Trust Company, as indenture trustee.

The 2009 Notes bear interest at a fixed rate of 6.66 % per annum, are payable monthly, and have a final maturity date of November 16, 2039.

The 2009 Notes are obligations of TRL VII 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 VII.

TRL-2010 – In October 2010, Trinity Rail Leasing 2010 LLC, a Delaware limited liability company ("TRL-2010") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $ 369.2 million in aggregate principal amount of Secured Railcar Equipment Notes, Series 2010-1 (the “TRL-2010 Notes"), of which $ 181.2 million was outstanding as of December 31, 2023.

The TRL-2010 Notes were issued pursuant to an Indenture, dated as of October 25, 2010 between TRL-2010 and Wilmington Trust Company, as indenture trustee.

The TRL-2010 Notes bear interest at a fixed rate of 5.19 %, are payable monthly, and have a stated final maturity date of October 16, 2040.

The TRL-2010 Notes are obligations of TRL-2010 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-2010.

TILC Warehouse Loan Facility – TILC has a $ 1.0 billion warehouse loan facility, which was established to finance railcars owned by TILC.

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 $ 3.9 million in debt issuance costs, which are recorded in other assets in our Consolidated Balance Sheets as of December 31, 2024, and are being amortized to interest expense over the facility term.

During the year ended December 31, 2024, we had total borrowings of $ 1,064.6 million and total repayments of $ 1,009.3 million under the TILC warehouse loan facility.

2 unchanged sentences

The principal and interest of this indebtedness are paid from the cash flows of the underlying leases.

Advances under the facility bear interest at one-month term SOFR plus (1) a benchmark adjustment of 11 basis points and (2) a facility margin of 1.85 %, for an all-in interest rate of 7.31 % at December 31, 2023.

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 6.30 % at December 31, 2024.

In May 2024, with the net proceeds of the TRL-2024 Notes, as described below, we redeemed in full 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 year ended December 31, 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 year ended December 31, 2024.

TRL-2010 – In October 2010, Trinity Rail Leasing 2010 LLC, a Delaware limited liability company ("TRL-2010") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $ 369.2 million in aggregate principal amount of Secured Railcar Equipment Notes, Series 2010-1 (the “TRL-2010 Notes"), of which $ 150.0 million was outstanding as of December 31, 2024.

The TRL-2010 Notes bear interest at a fixed rate of 5.19 %, are payable monthly, and have a stated final maturity date of October 16, 2040.

The TRL-2010 Notes are obligations of TRL-2010 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-2010.

TRL-2017 – Trinity Rail Leasing 2017, LLC, a Delaware limited liability company ("TRL-2017") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, previously issued $ 302.4 million of promissory notes (the "Original 2017 Promissory Notes") due May 15, 2024.

9 unchanged sentences

The TRL-2018 Secured Railcar Equipment Notes consisted of two classes of notes with (i) an aggregate principal amount of $ 200.0 million of TRL-2018's Series 2018-1 Class A-1 Secured Railcar Equipment Notes (the "TRL-2018 Class A-1 Notes"), and (ii) an aggregate principal amount of $ 282.5 million of TRL-2018's Series 2018-1 Class A-2 Secured Railcar Equipment Notes (the “TRL-2018 Class A-2 Notes”).

The TRL-2018 Secured Railcar Equipment Notes were issued pursuant to a Master Indenture, dated June 20, 2018 between TRL-2018 and Wilmington Trust Company, as indenture trustee.

In October 2020, TRL-2018 issued $ 155.5 million of Series 2020-1 Class A Secured Railcar Equipment Notes (the “2020-1 Notes”) (the TRL-2018 Class A-1 Notes, the TRL-2018 Class A-2 Notes, and the 2020-1 Notes are, collectively, the “TRL-2018 Notes”) under the existing indenture.

In a separate transaction during October 2020, TRL-2018 redeemed its TRL-2018 Class A-1 Notes, of which $ 153.1 million was outstanding at the redemption date.

5 unchanged sentences

TRL-2019 – In April 2019, Trinity Rail Leasing 2019 LLC, a Delaware limited liability company ("TRL-2019") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $ 528.3 million in Secured Railcar Equipment Notes (the "TRL-2019 Notes").

The TRL-2019 Notes were issued pursuant to a Master Indenture, dated as of April 10, 2019 between TRL-2019 and U.S.

Bank National Association, as indenture trustee.

The TRL-2019 Notes, of which $ 403.5 million was outstanding as of December 31, 2024, bear interest at a fixed rate of 3.82 %, are payable monthly, and have a stated final maturity date of April 17, 2049.

3 unchanged sentences

The TRL-2019-2 Notes consisted of two classes of notes with (i) an aggregate principal amount of $ 106.9 million of TRL-2019's Series 2019-2 Class A-1 Secured Railcar Equipment Notes (the "TRL-2019 Class A-1 Notes"), and (ii) an aggregate principal amount of $ 279.6 million of TRL-2019's Series 2019-2 Class A-2 Secured Railcar Equipment Notes (the “TRL-2019 Class A-2 Notes”).

The TRL-2019-2 Notes were issued pursuant to a Master Indenture, dated April 10, 2019 between TRL-2019 and U.S.

Bank National Association, as indenture trustee, as supplemented by a Series 2019-2 Supplement dated as of October 17, 2019.

The TRL-2019 Class A-1 Notes, of which $ 28.3 million was outstanding as of December 31, 2024, bear interest at a fixed rate of 2.39 %, are payable monthly, and have a stated final maturity date of October 17, 2049.

3 unchanged sentences

TRL-2020 – In November 2020, Trinity Rail Leasing 2020 LLC, a Delaware limited liability company (“TRL-2020”) and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued an aggregate principal amount of (i) $ 110.0 million of TRL-2020’s Series 2020-2 Class A-1 Secured Railcar Equipment Notes (the “TRL-2020 Class A-1 Notes”), (ii) $ 240.3 million of TRL-2020’s Series 2020-2 Class A-2 Secured Railcar Equipment Notes (the “TRL-2020 Class A-2 Notes”), and (iii) $ 20.5 million of TRL-2020’s Series 2020-2 Class B Secured Railcar Equipment Notes (the “TRL-2020 Class B Notes”) (the TRL-2020 Class A-1 Notes, the TRL-2020 Class A-2 Notes, and the TRL-2020 Class B Notes are, collectively, the “TRL-2020 Notes”).

The TRL-2020 Notes were issued pursuant to a Master Indenture, dated November 19, 2020 between TRL-2020 and U.S.

Bank National Association, as indenture trustee, as supplemented by a Series 2020-2 Supplement dated November 19, 2020.

The TRL-2020 Class A-1 Notes, of which $ 36.0 million was outstanding as of December 31, 2024, bear interest at a fixed rate of 1.83 %.

10 unchanged sentences

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.

In May 2024, TRL-2021 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, of which $ 424.5 million was outstanding as of December 31, 2024, bear interest at a fixed rate of 5.78 %.

The TRL-2024 Notes 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 TRL VII, as described above;

and for general corporate purposes.

TRL-2022 – In April 2022, Trinity Rail Leasing 2022 LLC, a Delaware limited liability company ("TRL-2022") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued an aggregate principal amount of $ 244.8 million of its Series 2022-1 Class A Green Secured Railcar Equipment Notes (the "TRL-2022 Notes").

6 unchanged sentences

The TRL-2023 term loan has a stated maturity date of June 12, 2028.

We incurred $ 2.2 million in debt issuance costs, which will be amortized to interest expense over the term of the TRL-2023 term loan.

The TRL-2023 term loan is an obligation of TRL-2023 and is non-recourse to Trinity.

The obligation is secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2023.

Net proceeds received from the transaction were used to repay approximately $ 300.1 million of borrowings under TILC's warehouse loan facility and for general corporate purposes.

Other equipment financing – In December 2023, TILC sold to a third party, and subsequently leased back, certain railcars for total proceeds of $ 52.3 million.

20 unchanged sentences

The TRP-2021 Notes are non-recourse to Trinity, TILC, RIV 2013, and the other equity investors in RIV 2013, and are secured by TRP-2021's portfolio of railcars and operating leases thereon, its cash reserves, and other assets owned by TRP-2021.

In connection with the refinancings of Triumph Rail and TRP-2021, during the year ended December 31, 2021, we recognized a loss on extinguishment of debt of $ 11.7 million, which included a $ 3.3 million early redemption premium and a write-off of $ 8.4 million in unamortized debt issuance costs.

Additionally, during the year ended December 31, 2022, we recognized a loss on extinguishment of debt of $ 1.5 million, which related to the write-off of unamortized debt issuance costs in connection with the repayment of TRIP Railcar Co.

During the year ended December 31, 2022, we recognized a loss on extinguishment of debt of $ 1.5 million, which related to the write-off of unamortized debt issuance costs in connection with the repayment of TRIP Railcar Co.

LLC's outstanding term loan agreement.

These charges are reflected in the loss on extinguishment of debt line of our Consolidated Statements of Operations for the years ended December 31, 2022 and 2021.

These charges are reflected in the interest expense, net line of our Consolidated Statements of Operations for the year ended December 31, 2022.

Triumph Rail and Tribute Rail are wholly-owned subsidiaries of TRIP Holdings, and TRP-2021 is a wholly-owned subsidiary of RIV 2013.

TRIP Holdings and RIV 2013 are partially-owned subsidiaries of the Company, through its wholly-owned subsidiary, TILC.

Our combined weighted average ownership interest in TRIP Holdings and RIV 2013 is 38 %.

Our ownership interests in TRIP Holdings and RIV 2013 are 42.6 % and 30.5 %, respectively.

See Note 5 for further information.

10 unchanged sentences

Senior notes due 2028 — — — 600.0 — — 600.0

Senior notes due 2028 — — — — 400.0 — 400.0

Non-recourse – leasing (Note 6):

2009 secured railcar equipment notes 14.2 19.4 18.2 17.2 19.4 11.3 99.7

Non-recourse – lease fleet (Note 6):

TILC warehouse facility 17.5 17.5 17.5 4.4 — — 56.9

Facility termination payments – TILC warehouse facility — — — 527.7 — — 527.7

2010 secured railcar equipment notes 20.4 25.5 28.2 23.9 21.4 30.6 150.0

2017 promissory notes 632.8 — — — — — 632.8

44.4 632.8 — — — — 677.2

2018 secured railcar equipment notes 14.8 14.4 18.1 311.9 — — 359.2

18.9 14.8 14.4 18.1 311.9 — 378.1

2019 secured railcar equipment notes 35.0 676.4 — — — — 711.4

36.5 35.0 677.1 — — — 748.6

2020 secured railcar equipment notes 10.9 13.7 272.2 — — — 296.8

2 unchanged sentences

TRL-2023 term loan 11.1 11.1 11.1 290.1 — — 323.4

TILC warehouse facility

17.2 22.9 — — — — 40.1

Facility termination payments – TILC warehouse facility

— 489.2 — — — — 489.2

Other equipment financing 2.4 2.5 2.7 2.8 3.0 36.6 50.0

7 unchanged sentences

(in millions)

Effect of CARES Act $ — $ ( 0.5 ) $ 2.1

Other 38.7 2.1 ( 3.0 )

38.7 1.6 ( 0.9 )

Federal 60.1 38.7 1.6

State 2.6 1.3 3.5

1 unchanged sentence

Total current 72.5 50.5 12.9

Effect of CARES Act — — 0.4

Other ( 20.7 ) 14.5 10.4

( 20.7 ) 14.5 10.8

Federal ( 24.1 ) ( 20.7 ) 14.5

State 1.5 ( 8.1 ) 0.4

14 unchanged sentences

Changes in valuation allowance and reserves ( 0.8 ) ( 2.2 ) ( 0.9 )

Changes in state laws and apportionment ( 7.1 ) ( 0.5 ) 0.3

Release of residual taxes from OCI ( 8.1 ) — —

Effect of CARES Act — ( 0.5 ) 4.5

Foreign rate differential — — 1.4

Nondeductible excise tax — — 1.3

Nondeductible compensation — — 1.2

Changes in tax laws and apportionment 0.5 ( 7.1 ) ( 0.5 )

Release of residual taxes from AOCI — ( 8.1 ) —

Other, net 0.5 ( 0.6 ) 0.3

Effective rate 22.7 % 6.0 % 21.8 %

The effective tax rate is based upon the U.S.

statutory rate of 21.0 % for the years ended December 31, 2023, 2022, and 2021.

For the year ended December 31, 2023, the difference between the U.S.

statutory rate and the Company's effective tax rate is primarily due to the release of residual taxes out of AOCI;

the re-measurement of our net deferred state income tax liabilities due to apportionment and state law changes, reducing our net deferred tax liability;

changes in our valuation allowances;

state income taxes;

and foreign income taxes.

During the year ended December 31, 2023, one of our partially-owned subsidiaries released residual tax effects that had previously been recorded in AOCI.

1 unchanged sentence

As a result, we recorded an $ 11.9 million income tax benefit in our Consolidated Statements of Operations during the year ended December 31, 2023.

We remeasure our state deferred tax liability on a regular basis to reflect changes in our overall state tax footprint based upon current apportionment information.

We remeasure our state deferred tax liability on a regular basis based upon our estimate of our state tax apportionment as applied to enacted state tax rates.

We also adjust our deferred balances based upon changes in tax laws and rates during the period in which those laws and rates are enacted, as well as adjusting for acquisition and disposition activity of businesses.

As a result of our changes in apportionment, tax law changes, and business additions this year, we recorded a non-cash, deferred tax benefit of $ 10.6 million during the year ended December 31, 2023.

The tax provision for the year ended December 31, 2023 also reflects a $ 3.2 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.

For the year ended December 31, 2022, the difference between the U.S.

statutory rate and the Company's effective tax rate is primarily due to foreign taxes, state income taxes and non-deductible executive compensation, offset by taxes not recorded on our non-controlling interests in partially-owned subsidiaries, reductions in tax reserves for uncertain tax positions, and excess tax benefits associated with equity-based compensation.

For the year ended December 31, 2021, the difference between the U.S.

statutory rate and effective tax rate is primarily due to an adjustment to the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") carryback benefit previously recognized, state taxes, and foreign taxes, partially offset by excess tax benefits associated with equity-based compensation.

See Note 5 for a further explanation of activities with respect to our partially-owned subsidiaries.

Due to the enactment of the CARES Act, Trinity filed a carryback claim for the 2018-2020 tax losses to the 2013-2015 tax years, allowing the recovery of taxes previously paid, resulting in a tax benefit of $ 0.5 million and a tax expense of $ 2.5 million for the years ended December 31, 2022 and 2021, respectively.

As a result of our changes in apportionment, tax law changes, and business additions, we recorded a non-cash, deferred tax expense of $ 0.9 million, a benefit of $ 10.6 million, and an expense of $ 0.7 million during the years ended December 31, 2024, 2023, and 2022, respectively.

The tax provisions for the years ended December 31, 2024, 2023, and 2022 also reflect a benefit for a net adjustment to our valuation allowances of $ 1.8 million, $ 3.2 million, and $ 1.1 million, respectively, primarily for deferred tax assets in Mexico, state tax loss carryforwards, state reserves, and federal tax credits.

Income (loss) from continuing operations before income taxes for the years ended December 31, 2024, 2023, and 2022 was $ 212.9 million, $ 137.2 million, and $ 127.1 million, respectively, for U.S.

14 unchanged sentences

Warranties and reserves 3.0 1.5

Equity items 1.2 —

Tax loss carryforwards and credits 30.7 31.2

10 unchanged sentences

Taxing authority examinations

Our federal tax return years through 2021 are effectively settled.

We have state tax returns that are under audit in the normal course of business, and our Mexican subsidiaries' tax returns statutes of limitations remain open for auditing 2018 forward.

Our federal tax return years through 2021 are closed under statute and the years 2022-2024 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 2019 and forward.

We believe we are appropriately reserved for any potential matters.

12 unchanged sentences

The total amount of unrecognized tax benefits, including interest and penalties, at December 31, 2024 and 2023, that would affect our effective tax rate if recognized, was $ 2.6 million and $ 2.6 million, respectively.

The additions for tax positions in the current year and prior years are due to foreign positions of an acquired subsidiary that was recorded as part of our purchase accounting.

The additions for tax positions in the prior years are due to foreign positions of an acquired subsidiary that was recorded as part of our purchase accounting.

The expiration of statute of limitations relates to a state tax position for which the statute of limitations has lapsed.

2 unchanged sentences

The total amount of accrued interest and penalties from continuing operations as of December 31, 2024 and 2023 was $ 2.4 million and $ 2.3 million, respectively.

Income tax expense (benefit) for the years ended December 31, 2023, 2022, and 2021 included an increase of $ 0.1 million, a decrease of $ 0.8 million, and an increase of $ 0.1 million, respectively, with regard to interest expense and penalties related to uncertain tax positions.

Income tax expense (benefit) for the years ended December 31, 2024, 2023, and 2022 included an increase of $ 0.1 million, an increase of $ 0.1 million, and a decrease of $ 0.8 million, respectively, with regard to interest expense and penalties related to uncertain tax positions.

During the year ended December 31, 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.

Employee Retirement Plans

16 unchanged sentences

Actuarial losses included in AOCI and expected to be recognized in net periodic pension cost for the year ended December 31, 2025 are $ 0.1 million ($ 0.1 million, net of related income taxes).

Pension Plan Termination

In September 2019, our Board of Directors approved the termination of the Trinity Industries, Inc.

Consolidated Pension Plan (the "Pension Plan"), effective December 31, 2019.

The Pension Plan was settled in the fourth quarter of 2020, which resulted in the Company no longer having any remaining funded pension plan obligations.

During the year ended December 31, 2021, as permitted by applicable regulations, we used $ 10.9 million of the Pension Plan surplus to fund obligations associated with the Company's profit sharing plans and used $ 2.5 million to fund pension administrative expenses required to finalize the settlement of the Pension Plan.

Additionally, we received a $ 6.4 million net refund upon final settlement of the annuity contract, which resulted in a remaining surplus of the Pension Plan of $ 16.6 million.

During the fourth quarter of 2021, we reverted $ 16.0 million of the surplus pension assets to the Company and incurred an excise tax of approximately $ 3.2 million.

These activities are included in the pension plan settlement line in our Consolidated Statements of Operations.

As of December 31, 2021, the remaining surplus of the Pension Plan was $ 0.6 million.

During the year ended December 31, 2022, we used $ 0.2 million to fund pension administrative expenses, resulting in a remaining surplus of the Pension Plan of $ 0.4 million at December 31, 2022.

During the year ended December 31, 2023, we reverted the remaining surplus pension assets of $ 0.4 million to the Company and incurred an excise tax of approximately $ 0.1 million.

Following the completion of this transaction, there are no longer any pension assets reported in our Consolidated Balance Sheets.

Funding of Defined Contribution Plans

5 unchanged sentences

Changes in AOCI for the years ended December 31, 2024 and 2023 are as follows:

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

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

(in millions)

1 unchanged sentence

$ 20.9 $ ( 1.2 ) $ 19.7

Other comprehensive income, net of tax, before reclassifications — 29.3 2.1 31.4

Other comprehensive income (loss), net of tax, before reclassifications 10.6 ( 0.3 ) 10.3

Amounts reclassified from AOCI, net of tax benefit of $ 7.4 , $ — , and $ 7.4

( 26.1 ) 0.1 ( 26.0 )

Amounts reclassified to discontinued operations, net of tax 1.3 — — 1.3

noncontrolling interest

Other comprehensive income 1.3 33.1 2.3 36.7

Other comprehensive loss ( 8.5 ) ( 0.2 ) ( 8.7 )

Balances at December 31, 2023

1 unchanged sentence

Other comprehensive income (loss), net of tax, before reclassifications ( 3.5 ) 0.1 ( 3.4 )

Amounts reclassified from AOCI, net of tax benefit (expense) of $ — , $ 7.4 , $ — , and $ 7.4

Amounts reclassified from AOCI, net of tax expense of $ 3.7 , $ — , and $ 3.7

( 11.5 ) 0.1 ( 11.4 )

noncontrolling interest ( 0.4 ) — ( 0.4 )

Other comprehensive income — ( 8.5 ) ( 0.2 ) ( 8.7 )

Other comprehensive income (loss) ( 15.4 ) 0.2 ( 15.2 )

Balances at December 31, 2024

10 unchanged sentences

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.

Changes in currency translation adjustments above relate to the final resolution of amounts associated with businesses previously disposed and are included in loss on sale of discontinued operations, net of income taxes in our Consolidated Statements of Operations.

Common Stock and Stock-Based Compensation

3 unchanged sentences

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

There were no shares repurchased under this share repurchase program during the years ended December 31, 2023 and 2022.

During the year ended December 31, 2024, share repurchases totaled 0.6 million shares, at a cost of approximately $ 21.0 million, resulting in a remaining authorization to repurchase up to $ 229.0 million of our common stock under the share repurchase program as of December 31, 2024.

Certain shares of stock repurchased during December 2024, totaling $ 0.3 million, were cash settled in January 2025 in accordance with normal settlement practices.

There were no shares repurchased under this share repurchase program during the year ended December 31, 2023.

Previous Share Repurchase Authorization

4 unchanged sentences

The ASR was completed in April 2022.

During the year ended December 31, 2022, share repurchases totaled 2.8 million shares, at a cost of approximately $ 76.8 million.

Share repurchases during the year ended December 31, 2022 included 0.8 million shares, at a cost of $ 25.0 million, representing the final settlement of the ASR, which was funded in December 2021 but a portion of which remained outstanding as of December 31, 2021.

Our Board of Directors terminated this share repurchase program effective December 8, 2022, and the remaining authorization of $ 21.3 million under this program expired unused.

Share repurchase activity under this program was as follows:

Shares Repurchased Remaining Authorization to Repurchase

Period Number of shares Cost

(in millions) Cost

(in millions)

September 9, 2021 Authorization $ 250.0

September 9, 2021 through September 30, 2021 — $ — $ 250.0

October 1, 2021 through December 31, 2021 5,155,491 151.9 $ 98.1

January 1, 2022 through March 31, 2022 — — $ 98.1

April 1, 2022 through June 30, 2022 1,760,462 50.3 $ 47.8 (1)

July 1, 2022 through September 30, 2022 610,000 14.1 $ 33.7

October 1, 2022 through December 31, 2022 427,383 12.4 $ 21.3

Total 7,953,336 $ 228.7

(1) Share repurchases during the second quarter of 2022 included 760,602 shares at a cost of $ 25.0 million representing the final settlement of the ASR, which was funded in December 2021 but a portion of which remained outstanding as of December 31, 2021.

During the years ended December 31, 2022 and 2021, share repurchases totaled 2.8 million and 28.5 million shares, respectively, at a cost of approximatel y $ 76.8 million and $ 806.6 million, respectively.

Share repurchases during the year ended December 31, 2021 included 16.9 million shares, at a cost of approximately $ 472.5 million, from privately negotiated transactions with ValueAct Capital Master Fund, L.P ("ValueAct").

The repurchases from ValueAct were approved by our Board of Directors separately from, and did not reduce the authorized amount remaining under, any of our share repurchase programs.

Stock-Based Compensation

Stock Award Plans

Our Fifth Amended and Restated Trinity Industries, Inc.

Stock Option and Incentive Plan (the "Plan”) provides for awarding 22,050,000 (adjusted for stock splits) shares of common stock plus (i) shares covered by forfeited, expired, and canceled options granted under prior plans;

Our Fifth Amended and Restated Stock Option and Incentive Plan (the "Plan”) provides for awarding 22,050,000 (adjusted for stock splits) shares of common stock plus (i) shares covered by forfeited, expired, and canceled options granted under prior plans;

and (ii) shares tendered as full or partial payment for the purchase price of an award or to satisfy tax withholding obligations.

23 unchanged sentences

The weighted average exercise price of stock options outstanding as of December 31, 2024 was $ 21.61 .

There were no options exercised during the years ended December 31, 2024, 2023, and 2022.

Restricted Stock Units

3 unchanged sentences

Expense related to RSUs granted to non-employee directors under the Plan is recognized on a straight-line basis over the vesting period, generally one year .

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

Forfeitures are recognized as a reduction to expense in the period in which they occur.

1 unchanged sentence

Fair Value per Award

Aggregate Intrinsic Value

(in millions)

Restricted stock units outstanding at December 31, 2023

5 unchanged sentences

1,296,862 $ 24.71 $ 45.5

Additional information related to RSUs is as follows:

Year Ended December 31,

2024 2023 2022

(in millions, except weighted average fair value)

Weighted average grant-date fair value of RSUs granted $ 30.70 $ 21.63 $ 25.65

Total grant-date fair value of RSUs vested and released

$ 15.8 $ 14.9 $ 14.2

Total intrinsic value of RSUs vested and released $ 20.6 $ 13.9 $ 16.5

At December 31, 2024, unrecognized compensation expense related to RSUs totaled $ 15.0 million, which will be recognized over a weighted average period o f 1.5 years .

The total grant-date fair value of RSUs vested and released during the years ended December 31, 2023, 2022, and 2021 was $ 14.9 million, $ 14.2 million, and $ 21.1 million, respectively.

The weighted average grant-date fair value of RSUs granted during the years ended December 31, 2023, 2022, and 2021 was $ 21.63 , $ 25.65 , and $ 28.41 per share, respectively.

Performance Units

3 unchanged sentences

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.

For the performance units granted 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 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.

Forfeitures are recognized as a reduction to expense in the period in which they occur.

2 unchanged sentences

Fair Value per Award

Aggregate Intrinsic Value

(in millions)

Performance units outstanding at December 31, 2023

7 unchanged sentences

723,622 $ 29.15 $ 25.4

(1) For the 2020-2022 performance period, performance adjustment includes 221,509 performance units for return on equity, for which actual performance was below the minimum established threshold and thus resulted in no payout, and is net of 194,210 additional performance units for relative total shareholder return, for which actual performance resulted in a payout of 200% of target.

(2) Includes 194,210 performance units for the 2020-2022 performance period for relative total shareholder return that were paid out at 200% of target based on actual performance achieved.

(1) For the 2021-2023 performance period, performance adjustment includes 63,954 additional performance units for return on equity, for which actual performance resulted in a payout of 170% of target, and is net of 23,775 performance units for relative total shareholder return, for which actual performance resulted in a payout of 91% of target.

(2) Includes 63,954 performance units for the 2021-2023 performance period for return on equity that were paid out at 170% of target based on actual performance achieved.

Additional information related to performance units is as follows:

Year Ended December 31,

2024 2023 2022

(in millions, except weighted average fair value)

Weighted average grant-date fair value of performance units granted $ 29.54 $ 27.72 $ 29.80

Total grant-date fair value of performance units vested and released

$ 8.0 $ 10.2 $ 4.7

Total intrinsic value of performance units vested and released $ 8.4 $ 8.6 $ 4.8

At December 31, 2024, unrecognized compensation expense related to performance units totaled $ 10.3 million, which will be recognized over a weighted average period of 1.4 years.

The total grant-date fair value of performance units vested and released during the years ended December 31, 2023, 2022, 2021 was $ 10.2 million, $ 4.7 million, and $ 7.2 million, respectively.

The weighted average grant-date fair value of performance units granted during the years ended December 31, 2023, 2022, and 2021 was $ 27.72 , $ 29.80 , and $ 30.85 per share, respectively.

Restricted Stock Awards

1 unchanged sentence

Certain RSAs vest in their entirety upon an employee's retirement from the Company, taking into consideration the employee's age and years of service to the Company, as defined more specifically in our benefit plans.

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

Forfeitures are recognized as a reduction to expense in the period in which they occur.

1 unchanged sentence

Fair Value per Award

Aggregate Intrinsic Value

(in millions)

Restricted stock awards outstanding at December 31, 2023

8 unchanged sentences

These RSAs will be released to Arcosa employees upon vesting, but as of the spin-off date, Trinity no longer records the compensation expense associated with these shares.

Additional information related to RSAs is as follows:

Year Ended December 31,

2024 2023 2022

(in millions, except weighted average fair value)

Weighted average grant-date fair value of RSAs granted $ 30.75 $ 21.32 $ 25.43

Total grant-date fair value of RSAs vested and released

$ 2.0 $ 2.0 $ 1.7

Total intrinsic value of RSAs vested and released $ 3.1 $ 2.1 $ 2.4

At December 31, 2024, unrecognized compensation expense related to RSAs totaled $ 1.4 million, which will be recognized over a weighted average period of 3.6 years.

The total grant-date fair value of RSAs vested and released during the years ended December 31, 2023, 2022, and 2021 was $ 2.0 million, $ 1.7 million, and $ 4.1 million, respectively.

The weighted average grant-date fair value of RSAs granted during the years ended December 31, 2023, 2022, and 2021 was $ 21.32 , $ 25.43 , and $ 28.48 per s hare, respectively.

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 remaining after allocation to unvested restricted shares by the weighted average number of basic common shares outstanding for the period.

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.

7 unchanged sentences

Income from continuing operations $ 171.4 $ 140.0 $ 98.9

Net (income) loss attributable to noncontrolling interest ( 20.6 ) ( 12.8 ) 0.2

Net income attributable to noncontrolling interest ( 18.7 ) ( 20.6 ) ( 12.8 )

Net income from continuing operations attributable to Trinity Industries, Inc.

152.7 119.4 86.1

Income (loss) from discontinued operations, net of income taxes ( 13.4 ) ( 20.3 ) 11.1

Gain (loss) on sale of discontinued operations, net of income taxes — ( 5.7 ) 131.4

Net income (loss) from discontinued operations attributable to Trinity Industries, Inc.

Loss from discontinued operations, net of income taxes ( 14.3 ) ( 13.4 ) ( 20.3 )

Loss on sale of discontinued operations, net of income taxes — — ( 5.7 )

Net loss from discontinued operations attributable to Trinity Industries, Inc.

( 14.3 ) ( 13.4 ) ( 26.0 )

7 unchanged sentences

Income from continuing operations $ 1.86 $ 1.47 $ 1.05

Income (loss) from discontinued operations ( 0.16 ) ( 0.32 ) 1.40

Loss from discontinued operations ( 0.17 ) ( 0.16 ) ( 0.32 )

Basic net income attributable to Trinity Industries, Inc.

2 unchanged sentences

Income from continuing operations $ 1.81 $ 1.43 $ 1.02

Income (loss) from discontinued operations ( 0.16 ) ( 0.31 ) 1.37

Loss from discontinued operations ( 0.17 ) ( 0.16 ) ( 0.31 )

Diluted net income attributable to Trinity Industries, Inc.

4 unchanged sentences

Contingencies

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.

On June 30, 2023, Norfolk Southern filed a third-party complaint against the Company’s wholly-owned subsidiary, TILC, and certain other third-party defendants.

Norfolk Southern asserted third-party claims against TILC for recovery of response costs, contribution, and declaratory relief under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA");

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 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").

On July 25, 2023, Norfolk Southern filed a third-party complaint against the Company’s wholly-owned subsidiary, TILC, and certain other third-party defendants.

Norfolk Southern asserted 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 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.

Norfolk Southern Corporation et al.

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 January 31, 2025, a lawsuit was filed by more than 700 current and former residents and businesses in areas near East Palestine, Ohio against more than 50 defendants, including Norfolk Southern, Oxy Vinyls LP, GATX Corporation, General American Marks Company, TILC, certain governmental entities, and various corporate defendants, asserting various claims arising from the February 3, 2023 derailment.

The case is styled Josh Hickman, et al.

Norfolk Southern Railway Company, et al.

TC25-13854798, in the Court of Common Pleas, Franklin County, Ohio.

Plaintiffs’ lawsuit asserts claims for negligence, nuisance and nuisance per se, strict liability, trespass, punitive damages, loss of consortium, wrongful death, survivorship, civil conspiracy, and Medicaid subrogation.

Not all plaintiffs in this action are asserting claims against TILC in light of the pending settlement and associated releases in the Consolidated Class Action.

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 February 3, 2025, a lawsuit was filed by 20 current and former residents of areas near East Palestine, Ohio against more than 50 defendants, including Norfolk Southern, Oxy Vinyls LP, GATX Corporation, General American Marks Company, TILC, certain governmental entities, and various corporate defendants asserting various claims arising from the February 3, 2023 derailment.

The case is styled Gregory Taylor, et al.

Norfolk Southern Railway Company, et al.

TC25-13870158, in the Court of Common Pleas, Franklin County, Ohio.

Plaintiffs’ lawsuit asserts claims for negligence, nuisance and nuisance per se, strict liability, trespass, punitive damages, loss of consortium, civil conspiracy, and Medicaid subrogation.

Not all plaintiffs are asserting claims against TILC in light of the pending settlement and associated releases in the Consolidated Class Action.

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 February 3, 2025, a lawsuit was filed by 28 current and former residents or businesses of areas near East Palestine, Ohio against more than 15 corporate defendants, including Norfolk Southern, Oxy Vinyls LP, GATX Corporation, General American Marks Company, and TILC asserting various claims arising from the February 3, 2023 derailment.

The case is styled Richard Tsai, et al.

Norfolk Southern Corporation, et al.

TC25-3395394, in the Court of Common Pleas, Cuyahoga County, Ohio.

Plaintiffs’ lawsuit asserts claims for negligence, negligence per se, gross negligence, recklessness, strict liability, private nuisance, public nuisance, statutory nuisance under Pennsylvania and Ohio law, negligent infliction of emotional distress, intentional and/or reckless infliction of emotional distress, trespass, trespass to chattels, medical monitoring, loss of consortium, wrongful death, survivorship, and punitive damages, as well as an additional spoliation claim against Norfolk Southern.

On February 3, 2025, these plaintiffs filed similar actions in Pennsylvania, styled Richard Tsai, et al.

Norfolk Southern Corporation, et al.

250200415 and 250200416, in the Court of Common Pleas, Philadelphia County, Pennsylvania.

TILC was the owner of one tank car cited in these actions, which was leased to a third party, who is also a defendant in these matters.

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.

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.

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” and "Missouri class action" 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 are 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.

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 are 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

Harman also has a separate state qui tam action currently pending pursuant to the Virginia Fraud Against Taxpayers Act ("VFATA") ( Commonwealth of Virginia ex rel.

Joshua Harman filed a state qui tam action currently pending pursuant to the Virginia Fraud Against Taxpayers Act ("VFATA") ( Commonwealth of Virginia ex rel.

Trinity Industries, Inc.

1 unchanged sentence

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 and ordered that the trial dates and hearing dates in this matter be removed from the court's docket.

In a similar Tennessee state qui tam action filed by Mr.

Harman ( State of Tennessee ex rel.

Trinity Industries, Inc., and Trinity Highway Products, LLC , Case No.

14C2652, in the Circuit Court for Davidson County, Tennessee), Mr.

Harman alleged the Company violated the Tennessee False Claims Act pertaining to sales of the ET Plus, and he is seeking damages, civil penalties, attorneys’ fees, costs, and interest.

The State of Tennessee Attorney General filed a Notice of Election to Decline Intervention in this matter.

On January 10, 2022, the trial court granted Trinity’s Motion to Dismiss Harman’s Second Amended Complaint and entered an order dismissing Mr.

Harman’s complaint with prejudice.

On February 7, 2022, Mr.

Harman filed a Notice of Appeal of the trial court's order dismissing the case.

On June 13, 2023, the Tennessee Court of Appeals affirmed the trial court's decision dismissing Mr.

Harman's Second Amended Complaint with prejudice.

On August 14, 2023, Mr.

Harman filed an Application for Permission to Appeal in the Tennessee Supreme Court.

On December 19, 2023, the Tennessee Supreme Court denied Mr.

Harman's Application.

The denial of Mr.

Harman's Application ended this action.

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

On July 26, 2024, Mr.

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

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

Harman’s appeal remains pending.

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

5 unchanged sentences

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.

Harman's appeal remains pending.

The Company believes that the claims in these matters are without merit 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.

Harman appealed the trial court's order denying Mr.

Harman's motion for leave to file an amended complaint.

On December 27, 2024, the appellate court affirmed the trial court’s order denying Mr.

Harman leave to file an amended complaint.

Harman’s deadline to file a Notice of Petition for Certification to the New Jersey Supreme Court was January 16, 2025, and no such notice was filed.

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, we currently do not believe that a loss is probable in the state qui tam actions described above, 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.

Missouri class action

On November 5, 2015, a lawsuit was filed against the Company titled Jackson County, Missouri, individually and on behalf of a class of others similarly situated vs.

Trinity Industries, Inc.

and Trinity Highway Products, LLC , Case No.

1516-CV23684 (Circuit Court of Jackson County, Missouri).

The case was brought by plaintiff for and on behalf of itself and all Missouri counties with a population of 10,000 or more persons, including the City of St.

Louis, and the State of Missouri’s transportation authority.

The plaintiff alleged that the Company and THP did not disclose design changes to the ET Plus and these allegedly undisclosed design changes made the ET Plus allegedly defective, unsafe, and unreasonably dangerous.

The plaintiff alleged product liability negligence, product liability strict liability, and negligently supplying dangerous instrumentality for supplier’s business purposes.

The plaintiff sought compensatory damages, interest, attorneys' fees, and costs, and in the alternative plaintiff sought a declaratory judgment that the ET Plus is defective, the Company’s conduct was unlawful, and class-wide costs and expenses associated with removing and replacing the ET Plus throughout Missouri.

On December 6, 2017, the Court granted plaintiff's Motion for Class Certification, certifying a class of Missouri counties with populations of 10,000 or more persons, including the City of St.

Louis and the State of Missouri's transportation authority that have or had ET Plus guardrail end terminals with 4-inch wide guide channels installed on roadways they own or maintain.

As previously reported, the parties reached an agreement to settle all claims in this case without any admission of liability or fault.

Defendants have denied and continue to deny specifically each and all of the claims and contentions alleged in this case.

The Company’s settlement with the class avoids the uncertainty and expense of continued litigation.

Pursuant to the settlement, the Company will pay for the past replacement of certain ET Plus systems, for locating and replacing certain existing undamaged ET Plus systems, and for attorneys’ fees and costs.

In accordance with ASC 450, Contingencies , the Company recorded a pre-tax charge of $ 23.9 million ($ 18.3 million, net of income taxes) during the year ended December 31, 2021, which was included in income from discontinued operations, net of income taxes, in our Consolidated Statements of Operations, based on the Company’s assessment that a settlement was probable and the estimated costs to resolve this action.

To date, the Company has funded $ 18.1 million in connection with the settlement and refined certain estimates, resulting in a remaining liability of $ 7.2 million as of December 31, 2023.

Certain amounts involved in the settlement cannot be precisely determined at this time as the actual number of qualifying ET Plus systems that will be replaced as part of the settlement is not currently known.

Consequently, the corresponding liability will be periodically reviewed and adjusted, when appropriate, for a number of factors, including differences between actual and estimated costs.

The accrual and related range of reasonably possible loss related to this matter are included in the amounts described below under "Other matters."

Product liability cases

3 unchanged sentences

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".

East Palestine, OH Train Derailment

On February 3, 2023, a Norfolk Southern Railway freight train derailed 38 railcars in East Palestine, Ohio.

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");

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, which remains pending.

East Palestine Train Derailment, Civil Action No.

4:23-CV-00242 .

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 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.

Both motions remain pending.

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

Norfolk Southern Corporation et al., Case No.

2:23-cv-01530-CB, in the United States District Court for the Western District of Pennsylvania.

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.

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.

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 indemnity agreements to protect the Company’s assets from losses arising from these types of litigation claims.

Other Matters

1 unchanged sentence

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 $ 8.7 million to $ 19.6 million, which includes our rights to indemnity and recourse to third parties of approximately $ 0.1 million, which is recorded in other assets in our Consolidated Balance Sheets as of December 31, 2023.

This range includes any amounts related to the Highway Products litigation matters described above in the section titled “Highway products litigation." At December 31, 2023, total accruals of $ 10.9 million, including environmental and workplace matters described below, are included in accrued liabilities in the accompanying Consolidated Balance Sheets.

The range of reasonably possible losses for such matters is $ 7.5 million to $ 18.9 million.

This range includes any amounts related to the matters described above in the section titled “Highway products litigation." At December 31, 2024, total accruals of $ 8.9 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.

4 unchanged sentences

We believe that we are currently in substantial compliance with environmental and workplace laws and regulations.

Georgia tornado

On March 26, 2021, a tornado damaged the Company’s rail maintenance facility in Cartersville, Georgia.

We incurred costs related to cleanup and damage remediation activities in order for the facility to resume operations in the second quarter of 2021.

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

To date, we have received total advanced payments from insurance of approximately $ 33.0 million, which includes $ 8.1 million for reimbursement of cleanup and damage remediation expenditures.

Loss Events in Cartersville, Georgia

We experienced two separate loss events at the Company's facility in Cartersville, Georgia.

With each of these events, we incurred costs related to cleanup and damage remediation activities in order for the facility to resume operations.

We believe our insurance coverage is sufficient to cover property damage costs related to these events.

Any property damage insurance proceeds received in excess of the net book value of property lost and related cleanup costs are accounted for as a gain, in accordance with ASC 450-30, Gain Contingencies .

Additionally, the Company may be entitled to business interruption proceeds related to these events.

We record these recoveries once settlements have been reached with the insurance company.

In January 2024, a fire damaged a portion of our Cartersville, Georgia facility.

To date, we have received total advanced payments from insurance of approximately $ 5.4 million, which includes $ 1.7 million for reimbursement of cleanup and damage remediation activities and the collection of a $ 1.0 million insurance receivable.

As of December 31, 2024, we have utilized $ 2.7 million of the advanced payments from insurance towards new capital expenditures in support of the reconstruction efforts.

During the year ended December 31, 2024, we recorded gains of $ 2.7 million for property damage insurance recoveries in excess of the net book value of assets destroyed, which is included in the gains on dispositions of other property line in our Consolidated Statements of Operations.

As of December 31, 2023, we have a remaining insurance receivable of $ 2.1 million.

Any additional property damage insurance proceeds received in excess of the net book value of property lost will be accounted for as gains in future quarters.

In March 2021, a tornado damaged our Cartersville, Georgia facility.

During the years ended December 31, 2023 and 2022, we recorded gains of $ 6.3 million and $ 7.5 million, respectively, for property damage insurance recoveries in excess of the net book value of assets destroyed, which is included in the gains on dispositions of other property line in our Consolidated Statements of Operations.

Selected Quarterly Financial Data (Unaudited)

Three Months Ended

March 31, 2024

June 30, 2024

September 30,

December 31, 2024

(in millions, except per share data)

Manufacturing $ 525.3 $ 560.9 $ 509.6 $ 342.6

Leasing & Services 284.3 280.5 289.2 286.8

809.6 841.4 798.8 629.4

Operating costs:

Costs of revenues:

Manufacturing 476.3 505.8 460.7 305.4

Leasing & Services 168.6 156.6 168.6 169.0

644.9 662.4 629.3 474.4

Selling, engineering, and administrative expenses 52.3 61.3 60.5 61.6

Gains on dispositions of property 2.8 24.2 13.4 22.9

Restructuring activities, net — — — 4.3

Operating profit 115.2 141.9 122.4 112.0

Other expense 72.5 66.7 66.0 64.5

Income from continuing operations before income taxes 42.7 75.2 56.4 47.5

Provision for income taxes 11.0 17.1 15.6 6.7

Income from continuing operations 31.7 58.1 40.8 40.8

Loss from discontinued operations, net of income taxes ( 4.3 ) ( 1.7 ) ( 5.3 ) ( 3.0 )

Net income 27.4 56.4 35.5 37.8

Net income attributable to noncontrolling interest 3.7 2.0 4.1 8.9

Net income attributable to Trinity Industries, Inc.

$ 23.7 $ 54.4 $ 31.4 $ 28.9

Basic earnings per common share (1) :

Income from continuing operations $ 0.34 $ 0.68 $ 0.45 $ 0.39

Loss from discontinued operations ( 0.05 ) ( 0.02 ) ( 0.07 ) ( 0.04 )

Basic net income attributable to Trinity Industries, Inc.

$ 0.29 $ 0.66 $ 0.38 $ 0.35

Diluted earnings per common share (1) :

Income from continuing operations $ 0.33 $ 0.67 $ 0.44 $ 0.38

Loss from discontinued operations ( 0.05 ) ( 0.02 ) ( 0.07 ) ( 0.04 )

Diluted net income attributable to Trinity Industries, Inc.

$ 0.28 $ 0.65 $ 0.37 $ 0.34

(1) The sum of the quarters may not necessarily be equal to the full year net income per common share amount.

Three Months Ended

March 31, 2023

June 30, 2023

September 30, 2023

December 31, 2023

(in millions, except per share data)

Manufacturing $ 409.0 $ 454.6 $ 560.0 $ 520.3

Leasing & Services 232.7 267.8 261.3 277.6

641.7 722.4 821.3 797.9

Operating costs:

Costs of revenues:

Manufacturing 391.9 434.1 523.0 478.5

Leasing & Services 146.6 167.1 156.5 158.5

538.5 601.2 679.5 637.0

Selling, engineering, and administrative expenses 49.9 54.3 49.1 48.6

Gains on dispositions of property 15.3 30.4 7.5 36.4

Restructuring activities, net ( 0.4 ) ( 1.8 ) — —

Operating profit 69.0 99.1 100.2 148.7

Other expense 63.7 68.2 67.9 68.2

Income from continuing operations before income taxes 5.3 30.9 32.3 80.5

Provision (benefit) for income taxes ( 11.5 ) 7.4 6.0 7.1

Income from continuing operations 16.8 23.5 26.3 73.4

Loss from discontinued operations, net of income taxes ( 3.1 ) ( 2.3 ) ( 2.7 ) ( 5.3 )

Net income 13.7 21.2 23.6 68.1

Net income attributable to noncontrolling interest 9.3 4.2 1.8 5.3

Net income attributable to Trinity Industries, Inc.

$ 4.4 $ 17.0 $ 21.8 $ 62.8

Basic earnings per common share (1) :

Income from continuing operations $ 0.09 $ 0.24 $ 0.30 $ 0.83

Loss from discontinued operations ( 0.04 ) ( 0.03 ) ( 0.03 ) ( 0.06 )

Basic net income attributable to Trinity Industries, Inc.

$ 0.05 $ 0.21 $ 0.27 $ 0.77

Diluted earnings per common share (1) :

Income from continuing operations $ 0.09 $ 0.23 $ 0.29 $ 0.81

Loss from discontinued operations ( 0.04 ) ( 0.03 ) ( 0.03 ) ( 0.06 )

Diluted net income attributable to Trinity Industries, Inc.

$ 0.05 $ 0.20 $ 0.26 $ 0.75

(1) The sum of the quarters may not necessarily be equal to the full year net income per common share amount.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data