Item 1. Financial Statements
Item 1. Financial Statements
Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Operations
(unaudited)
Three Months Ended
June 30, Six Months Ended
June 30,
2025 2024 2025 2024
(in millions, except per share amounts)
Revenues:
Manufacturing $ 204.1 $ 560.9 $ 502.3 $ 1,086.2
Leasing & Services 302.1 280.5 589.3 564.8
506.2 841.4 1,091.6 1,651.0
Operating costs:
Cost of revenues:
Manufacturing 194.1 505.8 465.7 982.1
Leasing & Services 178.7 156.6 350.3 325.2
372.8 662.4 816.0 1,307.3
Selling, engineering, and administrative expenses:
Manufacturing 6.7 7.8 13.6 15.5
Leasing & Services 13.9 20.0 32.6 38.1
Corporate & other 28.8 33.5 53.2 60.0
49.4 61.3 99.4 113.6
Gains on dispositions of property:
Lease portfolio sales 7.8 22.7 13.7 24.8
Other 3.6 1.5 5.3 2.2
11.4 24.2 19.0 27.0
Total operating profit 95.4 141.9 195.2 257.1
Other (income) expense:
Interest expense, net 67.7 70.1 133.8 139.2
Other, net 1.7 ( 3.4 ) ( 1.0 ) —
69.4 66.7 132.8 139.2
Income from continuing operations before income taxes 26.0 75.2 62.4 117.9
Provision (benefit) for income taxes:
Current 3.0 13.8 16.5 26.9
Deferred 1.1 3.3 ( 5.0 ) 1.2
4.1 17.1 11.5 28.1
Income from continuing operations 21.9 58.1 50.9 89.8
Loss from discontinued operations, net of benefit for income taxes of $ 0.5 , $ 0.5 , $ 1.1 , and $ 1.8
( 1.9 ) ( 1.7 ) ( 3.8 ) ( 6.0 )
Net income 20.0 56.4 47.1 83.8
Net income attributable to noncontrolling interest 5.9 2.0 10.9 5.7
Net income attributable to Trinity Industries, Inc. $ 14.1 $ 54.4 $ 36.2 $ 78.1
Basic earnings per common share:
Income from continuing operations $ 0.20 $ 0.68 $ 0.49 $ 1.03
Loss from discontinued operations ( 0.02 ) ( 0.02 ) ( 0.05 ) ( 0.07 )
Net income attributable to Trinity Industries, Inc. $ 0.17 $ 0.66 $ 0.44 $ 0.96
Diluted earnings per common share:
Income from continuing operations $ 0.19 $ 0.67 $ 0.48 $ 1.01
Loss from discontinued operations ( 0.02 ) ( 0.02 ) ( 0.05 ) ( 0.07 )
Net income attributable to Trinity Industries, Inc. $ 0.17 $ 0.65 $ 0.43 $ 0.94
Weighted average number of shares outstanding:
Basic 81.3 82.4 81.4 81.7
Diluted 82.9 84.1 83.4 83.4
Note: Earnings per common share is calculated independently for each component and may not sum to total net income attributable to Trinity Industries, Inc. per common share due to rounding.
See accompanying notes to Consolidated Financial Statements.
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Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
(unaudited)
Three Months Ended
June 30, Six Months Ended
June 30,
2025 2024 2025 2024
(in millions)
Net income $ 20.0 $ 56.4 $ 47.1 $ 83.8
Other comprehensive income (loss):
Derivative financial instruments:
Unrealized gains (losses) arising during the period, net of tax benefit (expense) of $( 0.2 ), $ 1.7 , $ 0.4 , and $( 1.7 )
0.5 ( 5.5 ) ( 1.5 ) 5.9
Reclassification adjustments for (gains) losses included in net income, net of tax benefit (expense) of $ — , $( 1.7 ), $ 0.5 and $( 2.9 )
( 0.4 ) ( 5.4 ) 1.7 ( 9.3 )
0.1 ( 10.9 ) 0.2 ( 3.4 )
Comprehensive income 20.1 45.5 47.3 80.4
Less: comprehensive income attributable to noncontrolling interest 6.0 2.1 11.1 5.9
Comprehensive income attributable to Trinity Industries, Inc. $ 14.1 $ 43.4 $ 36.2 $ 74.5
See accompanying notes to Consolidated Financial Statements.
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Trinity Industries, Inc. and Subsidiaries
Consolidated Balance Sheets
June 30, 2025 December 31, 2024
(unaudited)
(in millions)
ASSETS
Cash and cash equivalents $ 147.7 $ 228.2
Receivables, net of allowance 323.9 379.1
Income tax receivable 20.4 2.4
Inventories:
Raw materials and supplies 244.1 320.0
Work in process 119.8 101.5
Finished goods 95.8 54.7
459.7 476.2
Restricted cash, including partially-owned subsidiaries of $ 38.6 and $ 39.1
167.6 146.2
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $ 1,923.6 and $ 1,920.5
9,963.2 9,751.1
Less accumulated depreciation, including partially-owned subsidiaries of $ 714.3 and $ 690.0
( 2,876.4 ) ( 2,763.0 )
7,086.8 6,988.1
Goodwill 221.5 221.5
Other assets 382.4 390.5
Total assets $ 8,810.0 $ 8,832.2
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 219.5 $ 251.7
Accrued liabilities 267.0 353.0
Debt:
Recourse 598.1 597.8
Non-recourse:
Wholly-owned subsidiaries 4,217.2 4,021.3
Partially-owned subsidiaries 1,041.5 1,071.8
5,856.8 5,690.9
Deferred income taxes 1,070.8 1,075.6
Other liabilities 138.1 153.8
Total liabilities 7,552.2 7,525.0
Commitments and contingencies (Note 13)
Preferred stock – 1.5 shares authorized and unissued
— —
Common stock – 400.0 shares authorized
0.8 0.8
Capital in excess of par value — 8.8
Retained earnings 1,013.0 1,054.1
Accumulated other comprehensive loss ( 4.2 ) ( 4.2 )
Treasury stock ( 0.5 ) ( 0.6 )
Trinity stockholders' equity 1,009.1 1,058.9
Noncontrolling interest 248.7 248.3
Total stockholders' equity 1,257.8 1,307.2
Total liabilities and stockholders' equity $ 8,810.0 $ 8,832.2
See accompanying notes to Consolidated Financial Statements.
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Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(unaudited)
Six Months Ended
June 30,
2025 2024
(in millions)
Operating activities:
Net income $ 47.1 $ 83.8
Loss from discontinued operations, net of income taxes 3.8 6.0
Adjustments to reconcile net income to net cash provided by operating activities – continuing operations:
Depreciation and amortization 149.5 147.2
Stock-based compensation expense 10.7 10.6
Provision (benefit) for deferred income taxes ( 5.0 ) 1.2
Net gains on lease portfolio sales ( 13.7 ) ( 24.8 )
Gains on dispositions of property and other assets ( 5.3 ) ( 2.2 )
Non-cash interest expense 5.0 6.7
Loss on extinguishment of debt 0.8 1.5
Other 0.9 0.2
Changes in operating assets and liabilities:
(Increase) decrease in receivables 55.2 ( 33.4 )
(Increase) decrease in income tax receivable ( 18.0 ) 0.6
(Increase) decrease in inventories 16.5 67.4
(Increase) decrease in other assets 4.3 2.5
Increase (decrease) in accounts payable ( 32.4 ) 10.1
Increase (decrease) in accrued liabilities ( 70.3 ) 21.1
Increase (decrease) in other liabilities ( 7.2 ) 1.2
Net cash provided by operating activities – continuing operations 141.9 299.7
Net cash used in operating activities – discontinued operations ( 3.8 ) ( 6.0 )
Net cash provided by operating activities 138.1 293.7
Investing activities:
Capital expenditures – lease fleet ( 295.7 ) ( 232.7 )
Proceeds from lease portfolio sales 63.0 186.7
Capital expenditures – operating and administrative ( 17.9 ) ( 15.9 )
Proceeds from dispositions of property and other assets 8.5 8.0
Equity investments — ( 2.0 )
Net cash used in investing activities ( 242.1 ) ( 55.9 )
Financing activities:
Payments to retire debt ( 904.9 ) ( 1,759.9 )
Proceeds from issuance of debt 1,065.0 1,722.2
Payments to settle contingent consideration liability ( 8.0 ) ( 8.0 )
Shares repurchased ( 39.0 ) ( 0.9 )
Dividends paid to common shareholders ( 50.4 ) ( 47.2 )
Purchase of shares to satisfy employee tax on vested stock ( 8.2 ) ( 9.1 )
Distributions to noncontrolling interest ( 9.6 ) ( 5.8 )
Net cash provided by (used in) financing activities 44.9 ( 108.7 )
Net increase (decrease) in cash, cash equivalents, and restricted cash ( 59.1 ) 129.1
Cash, cash equivalents, and restricted cash at beginning of period 374.4 235.1
Cash, cash equivalents, and restricted cash at end of period $ 315.3 $ 364.2
See accompanying notes to Consolidated Financial Statements.
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Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity
(unaudited)
Common Stock Capital in
Excess of
Par Value Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Treasury Stock Trinity
Stockholders’
Equity Noncontrolling
Interest Total
Stockholders’
Equity
Shares $ 0.01 Par Value
Shares Amount
(in millions, except par value and per common share amounts)
Balances at
December 31, 2024
81.8 $ 0.8 $ 8.8 $ 1,054.1 $ ( 4.2 ) — $ ( 0.6 ) $ 1,058.9 $ 248.3 $ 1,307.2
Net income — — — 22.1 — — — 22.1 5.0 27.1
Other comprehensive income — — — — — — — — 0.1 0.1
Cash dividends declared on common stock (1)
— — — ( 24.6 ) — — — ( 24.6 ) — ( 24.6 )
Distributions to noncontrolling interest — — — — — — — — ( 6.9 ) ( 6.9 )
Stock-based compensation expense — — 5.3 — — — — 5.3 — 5.3
Settlement of share-based awards, net — — — — — — ( 0.3 ) ( 0.3 ) — ( 0.3 )
Shares repurchased — — — — — ( 0.3 ) ( 8.2 ) ( 8.2 ) — ( 8.2 )
Balances at
March 31, 2025
81.8 $ 0.8 $ 14.1 $ 1,051.6 $ ( 4.2 ) ( 0.3 ) $ ( 9.1 ) $ 1,053.2 $ 246.5 $ 1,299.7
Net income — — — 14.1 — — — 14.1 5.9 20.0
Other comprehensive income — — — — — — — — 0.1 0.1
Cash dividends declared on common stock (1)
— — — ( 24.7 ) — — — ( 24.7 ) — ( 24.7 )
Distributions to noncontrolling interest — — — — — — — — ( 3.8 ) ( 3.8 )
Stock-based compensation expense — — 5.4 — — — — 5.4 — 5.4
Settlement of share-based awards, net 0.9 — 0.1 — — ( 0.3 ) ( 8.0 ) ( 7.9 ) — ( 7.9 )
Shares repurchased — — — — — ( 1.2 ) ( 31.0 ) ( 31.0 ) — ( 31.0 )
Retirement of treasury stock ( 1.8 ) — ( 19.6 ) ( 28.0 ) — 1.8 47.6 — — —
Balances at
June 30, 2025
80.9 $ 0.8 $ — $ 1,013.0 $ ( 4.2 ) — $ ( 0.5 ) $ 1,009.1 $ 248.7 $ 1,257.8
(1) Dividends of $ 0.30 per common share for all periods presented in 2025 .
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Common Stock Capital in
Excess of
Par Value Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Treasury Stock Trinity
Stockholders’
Equity Noncontrolling
Interest Total
Stockholders’
Equity
Shares $ 0.01 Par Value
Shares Amount
(in millions, except par value and per common share amounts)
Balances at
December 31, 2023
81.8 $ 0.8 $ 15.4 $ 1,010.5 $ 11.0 — $ ( 0.6 ) $ 1,037.1 $ 238.4 $ 1,275.5
Net income — — — 23.7 — — — 23.7 3.7 27.4
Other comprehensive income — — — — 7.4 — — 7.4 0.1 7.5
Cash dividends declared on common stock (1)
— — — ( 23.3 ) — — — ( 23.3 ) — ( 23.3 )
Distributions to noncontrolling interest — — — — — — — — ( 3.0 ) ( 3.0 )
Stock-based compensation expense — — 4.7 — — — — 4.7 — 4.7
Settlement of share-based awards, net — — 0.1 — — — ( 0.4 ) ( 0.3 ) — ( 0.3 )
Balances at
March 31, 2024
81.8 $ 0.8 $ 20.2 $ 1,010.9 $ 18.4 — $ ( 1.0 ) $ 1,049.3 $ 239.2 $ 1,288.5
Net income — — — 54.4 — — — 54.4 2.0 56.4
Other comprehensive income (loss) — — — — ( 11.0 ) — — ( 11.0 ) 0.1 ( 10.9 )
Cash dividends declared on common stock (1)
— — — ( 23.3 ) — — — ( 23.3 ) — ( 23.3 )
Distributions to noncontrolling interest — — — — — — — — ( 2.8 ) ( 2.8 )
Stock-based compensation expense — — 5.9 — — — — 5.9 — 5.9
Settlement of share-based awards, net 0.9 — 0.2 — — ( 0.3 ) ( 9.1 ) ( 8.9 ) — ( 8.9 )
Shares repurchased — — — — — — ( 0.9 ) ( 0.9 ) — ( 0.9 )
Retirement of treasury stock ( 0.3 ) — ( 10.4 ) — — 0.3 10.4 — — —
Balances at
June 30, 2024
82.4 $ 0.8 $ 15.9 $ 1,042.0 $ 7.4 — $ ( 0.6 ) $ 1,065.5 $ 238.5 $ 1,304.0
(1) Dividends of $ 0.28 per common share for all periods presented in 2024.
See accompanying notes to Consolidated Financial Statements.
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Trinity Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
Note 1. Summary of Significant Accounting Policies
Basis of Presentation
The foregoing Consolidated Financial Statements are unaudited and have been prepared from the books and records of Trinity Industries, Inc. and Subsidiaries (“Trinity,” “Company,” “we,” “our,” or "us"), which include the accounts of our wholly-owned subsidiaries and partially-owned subsidiaries, TRIP Rail Holdings LLC (“TRIP Holdings”), RIV 2013 Rail Holdings LLC ("RIV 2013"), and Trinity Global Ventures Limited ("Trinity Global Ventures"), in which we have a controlling interest. In our opinion, all normal and recurring adjustments necessary for a fair presentation of our financial position as of June 30, 2025, the results of operations for the three and six months ended June 30, 2025 and 2024, and cash flows for the six months ended June 30, 2025 and 2024 have been made in conformity with generally accepted accounting principles. All significant intercompany accounts and transactions have been eliminated. Certain prior year balances have been reclassified to conform to the 2025 presentation.
Due to seasonal and other factors, the results of operations for the six months ended June 30, 2025 may not be indicative of expected results of operations for the year ending December 31, 2025. These interim financial statements and notes are condensed as permitted by the instructions to Form 10-Q and should be read in conjunction with our audited Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2024.
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. The transaction price does not include any amounts collected on behalf of third parties. We recognize revenue when we satisfy a performance obligation by transferring control over a product or service to a customer. For all contracts with customers, we evaluate whether we are the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis). Generally, we are the principal in our contracts with customers and report revenues on a gross basis as we control the product or service before it is transferred to a customer. We act as an agent for a small number of service contracts and report those revenues on a net basis as we do not control the services before they are provided to the customer. Payments for our products and services are generally due within normal commercial terms.
The following is a description of principal activities from which we generate our revenue, separated by reportable segments. See Note 4 for a further discussion regarding our reportable segments.
Railcar Leasing and Services Group
In our Railcar Leasing and Services Group ("Leasing Group"), revenue from rentals and operating leases, including contracts that contain non-level fixed lease payments, is recognized monthly on a straight-line basis. When certain criteria are met, leases not classified as operating leases are generally classified as sales-type leases.
We review our operating lease receivables for collectibility on a regular basis, taking into consideration changes in factors such as the lessee’s payment history, the financial condition of the lessee, and business and economic conditions in the industry in which the lessee operates. In the event that the collectibility of a receivable with respect to any lessee is no longer probable, we derecognize the revenue and related receivable and recognize future revenue only when the lessee makes a rental payment. Contingent rents are recognized when the contingency is resolved.
Selling profit or loss associated with sales-type leases is recognized upon lease commencement, and a net investment in the sales-type lease is recorded in the Consolidated Balance Sheets. Interest income related to sales-type leases is recognized over the lease term using the effective interest method. Selling profit or loss associated with sales-type leases is presented in the gains on dispositions of other property line in our Consolidated Statements of Operations. See "Lease Accounting" below for additional information regarding sales-type leases.
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We report all sales of railcars from the lease fleet 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 . Sales of railcars from the lease fleet are presented in the Lease portfolio sales line in our Consolidated Statements of Operations.
Our maintenance services business is primarily dedicated to servicing our lease fleet. 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 $ 10.4 million and $ 9.6 million as of June 30, 2025 and December 31, 2024, 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.
Rail Products Group
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 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 $ 4.0 million and $ 3.4 million as of June 30, 2025 and December 31, 2024, respectively. These contract assets are included within the Receivables, net of allowance line in our Consolidated Balance Sheets.
We account for shipping and handling costs as activities to fulfill the promise to transfer the good; as such, these fees are recorded in revenue. The fees and costs of shipping and handling activities are accrued when the related performance obligation has been satisfied.
Unsatisfied Performance Obligations
The following table includes estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied or partially satisfied as of June 30, 2025 and the percentage of the outstanding performance obligations as of June 30, 2025 expected to be delivered during the remainder of 2025:
Unsatisfied performance obligations at June 30, 2025
Total
Amount Percent expected to be delivered in 2025
(in millions)
Rail Products Group:
New railcars:
External customers $ 1,686.4
Leasing Group
273.4
$ 1,959.8 36.7 %
Railcar Leasing and Services Group:
Leasing and management $ 47.5 18.8 %
Maintenance services $ 4.6 100.0 %
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The remainder of the unsatisfied performance obligations for the Rail Products Group is expected to be delivered through 2028. The orders in the Rail Products Group's backlog from the Leasing Group are fully supported by lease commitments with external customers. The final amount of backlog attributable to the Leasing Group may vary by the time of delivery as customers may elect to change their procurement decision.
Unsatisfied performance obligations for the Railcar Leasing and Services Group are related to servicing, maintenance, and management agreements and are expected to be performed through 2029.
Lease Accounting
Lessor
Our Leasing Group enters into railcar operating leases with third parties with terms generally ranging between one year and ten years . The majority of our fleet operates on full-service leases that earn fixed monthly lease payments. Generally, lease payments are due at the beginning of the applicable month. A portion of our fleet operates on per diem leases that earn usage-based variable lease payments. Some of our leases include options to extend the leases for up to five years , and a small percentage of our leases include early termination options with certain notice requirements and early termination penalties. As of June 30, 2025, non-lease fleet operating leases in which we are the lessor were not significant, and we had no direct finance leases.
We manage risks associated with residual values of leased railcars by investing across a diverse portfolio of railcar types, staggering lease maturities within any given railcar type, avoiding concentration of railcar type and industry, and actively participating in secondary markets. Additionally, our lease agreements contain normal wear and tear return condition provisions and high mileage thresholds designed to protect the value of our residual assets. Our lease agreements do not contain any material residual value guarantees or restrictive covenants.
The following table summarizes the impact of our leases on our Consolidated Statements of Operations:
Three Months Ended
June 30, Six Months Ended
June 30,
2025 2024 2025 2024
(in millions)
Operating lease revenues $ 208.0 $ 196.0 $ 409.8 $ 387.8
Variable operating lease revenues $ 21.3 $ 20.8 $ 34.5 $ 34.5
Interest income on sales-type lease receivables $ 0.2 $ 0.1 $ 0.4 $ 0.3
Profit recognized at sales-type lease commencement (1)
$ 1.0 $ — $ 1.0 $ —
(1) Included in gains on dispositions of other property on our Consolidated Statements of Operations.
Future contractual minimum revenues for operating leases will mature as follows (in millions) (1) :
Remaining six months of 2025 $ 388.2
2026 673.8
2027 532.9
2028 366.6
2029 240.5
Thereafter 466.5
Total $ 2,668.5
(1) Total contractual minimum rental revenues on operating leases relates to our wholly-owned and partially-owned subsidiaries and sub-lease rental revenues associated with the Leasing Group's operating lease obligations.
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Future contractual minimum lease receivables for sales-type leases will mature as follows (in millions):
Remaining six months of 2025 $ 1.0
2026 2.0
2027 2.0
2028 2.0
2029 2.0
Thereafter 17.6
Total 26.6
Less: Unearned interest income ( 8.2 )
Net investment in sales-type leases (1)
$ 18.4
(1) Included in other assets in our Consolidated Balance Sheets .
Financial Instruments
We consider all highly liquid debt instruments to be either cash and cash equivalents if purchased with a maturity of three months or less, or short-term marketable securities if purchased with a maturity of more than three months and less than one year.
Financial instruments that potentially subject us to a concentration of credit risk are primarily cash investments, including restricted cash and receivables. We place our cash investments in bank deposits, investment grade short-term debt instruments, highly-rated money market funds, and highly-rated commercial paper. We limit the amount of credit exposure to any one commercial issuer. The carrying values of cash, receivables, and accounts payable are considered to be representative of their respective fair values.
Concentrations of credit risk with respect to receivables are limited due to control procedures that monitor the credit worthiness of customers, the large number of customers in our customer base, and their dispersion across different end markets and geographic areas. Receivables are generally evaluated at a portfolio level based on these characteristics. As receivables are generally unsecured, we maintain an allowance for credit losses using a forward-looking approach based on historical losses and consideration of current and expected future economic conditions. Historically, we have observed that the likelihood of loss increases when receivables have aged beyond 180 days. When a receivable is deemed uncollectible, the write-off is recorded as a reduction to the allowance for credit losses. During the six months ended June 30, 2025, we recognized approximately $ 3.5 million of credit loss expense and wrote off $ 0.5 million related to our trade receivables that are in the scope of ASC 326, Financial Instruments – Credit Losses, bringing the allowance for credit losses balance from $ 14.3 million at December 31, 2024 to $ 17.3 million at June 30, 2025. This balance excludes the general reserve for operating lease receivables that is permitted under ASC 450, Contingencies .
Supply Chain Finance Program
In cooperation with a participating financial institution, we facilitate a voluntary supply chain finance ("SCF") program for several of our suppliers. We negotiate payment terms with suppliers that are in line with average industry terms. We have not pledged any assets as security or provided other forms of guarantees to the financial institution. Under the SCF program, participating suppliers may choose to sell, at a discounted price, receivables due from us to the financial institution, at the sole discretion of both the suppliers and the financial institution, prior to the invoices’ scheduled due dates. The payment terms that we negotiate with all suppliers are consistent regardless of whether the supplier chooses to participate in the SCF program for a particular invoice. The SCF program is administered by a third-party financial institution, and our responsibility is limited to making payments based on the terms originally negotiated with participating suppliers, regardless of whether such suppliers sell receivables to the financial institution.
Amounts due to our participating suppliers in the SCF program totaled $ 18.2 million and $ 8.2 million as of June 30, 2025 and December 31, 2024, respectively, and are included in accounts payable in our Consolidated Balance Sheets. Payments made under the SCF program are reflected in net cash provided by operating activities from continuing operations in our Consolidated Statements of Cash Flows.
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Recent Accounting Pronouncements
Not Yet Adopted
ASU 2023-09 – In December 2023, the FASB issued ASU No. 2023-09, "Improvements to Income Tax Disclosures," which enhances transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires, on an annual basis, a tabular disclosure using specific categories in the rate reconciliation and providing additional information for reconciling items that meet a quantitative threshold, as well as the disaggregation of income taxes paid by federal, state, and foreign jurisdictions. ASU 2023-09 is effective for public companies during annual reporting periods beginning after December 15, 2024 on a prospective basis, with an option for retrospective application. 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.
Note 2. Acquisitions and Discontinued Operations
Acquisitions
Acquisition of Holden America
In December 2022, we acquired Holden America, a manufacturer of market-leading multi-level vehicle securement and protection systems, gravity-outlet gates, and gate accessories for freight rail in North America. The purchase agreement included minimum additional consideration of $ 10.0 million, which was 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 first installment of the additional consideration, totaling $ 10.0 million, was paid during the six months ended June 30, 2024.
During the six months ended June 30, 2025, the second and final 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.
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 the buyer for certain liabilities related to the highway products business, including certain liabilities resulting from or arising out of the ET-Plus® System, a highway guardrail end-terminal system (the “ET Plus”). Consequently, results from discontinued operations include certain legal expenses that are directly attributable to the highway products business. Similar expenses related to these retained obligations that may be incurred in the future will likewise be reported in discontinued operations. For the three and six months ended June 30, 2025, we recorded expenses related to these obligations of $ 2.4 million ($ 1.9 million, net of income taxes) and $ 4.9 million ($ 3.8 million, net of income taxes), respectively. For the three and six months ended June 30, 2024, we recorded expenses related to these obligations of $ 2.2 million ($ 1.7 million, net of income taxes) and $ 7.8 million ($ 6.0 million, net of income taxes), respectively. These expenses are included in loss from discontinued operations, net of income taxes in our Consolidated Statements of Operations. See Note 15 of our Annual Report on Form 10-K for further information regarding obligations retained in connection with the THP sale.
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Note 3. Derivative Instruments and Fair Value Measurements
Derivative Instruments
We use derivative instruments to mitigate interest rate risk, including risks associated with the impact of changes in interest rates in anticipation of future debt issuances and to offset interest rate variability of certain floating rate debt issuances outstanding. We also use derivative instruments to mitigate the impact of changes in foreign currency exchange rates. Derivative instruments that are designated and qualify as cash flow hedges are accounted for by recording the effective portion of the gain or loss on the derivative instrument in accumulated other comprehensive income or loss ("AOCI") as a separate component of stockholders' equity. These accumulated gains or losses are reclassified into earnings in the periods during which the hedged transactions affect earnings. Derivative instruments that are not designated as hedges are accounted for by recording the realized and unrealized gains or losses on the derivative instrument in other, net (income) expense in our Consolidated Statements of Operations. We continuously monitor our derivative positions and the credit ratings of our counterparties and do not anticipate losses due to non-performance. See Note 8 for a description of our debt instruments.
Derivatives Designated as Hedging Instruments
Interest Rate Hedges
Included in accompanying
balance sheet at June 30, 2025
Notional Amount Interest Rate (1)
Asset/(Liability) AOCI –
loss/(income)
($ in millions)
Expired hedges:
2018 secured railcar equipment notes $ 249.3 4.41 % $ — $ —
Tribute Rail secured railcar equipment notes $ 256.0 2.86 % $ — $ —
2017 promissory notes – interest rate cap $ 169.3 3.00 % $ — $ —
2017 promissory notes – interest rate swap (2)
$ 372.5 2.31 % $ — $ ( 2.3 )
TRL-2023 term loan (2)
$ 255.8 3.79 % $ — $ 3.6
TILC (2)
$ 525.4 3.58 % $ — $ 6.5
Open hedge:
TRL-2023 term loan (3)
$ 784.2 3.57 % $ ( 6.5 ) $ 0.3
(1) Weighted average fixed interest rate, except for the interest rate cap on the 2017 promissory notes .
(2) These swaps were terminated in April 2025 in connection with the extinguishment of the Trinity Rail Leasing 2017, LLC (“TRL-2017”) promissory notes and the associated refinancing of the amended and restated Trinity Rail Leasing 2023 LLC (“TRL-2023”) term loan agreement. See Note 8 for further information. The swaps had a $ 6.7 million derivative liability fair value upon termination. In lieu of cash settlement, we incorporated the $ 6.7 million derivative liability into the terms of the new interest rate swaps, as described in the footnote below, resulting in off-market terms.
(3) In April 2025, we entered into interest rate swaps associated with the amended and restated TRL-2023 term loan agreement. The swaps had a $ 6.7 million derivative liability fair value at inception, representing the off-market component of the swaps. The off-market value is being ratably amortized into interest expense through the maturity date of the swaps related to the amended and restated TRL-2023 term loan.
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Effect on interest expense – increase/(decrease)
Three Months Ended
June 30, Six Months Ended
June 30, Expected effect during next twelve months
2025 2024 2025 2024
(in millions)
Expired hedges:
2018 secured railcar equipment notes
$ 0.1 $ 0.1 $ 0.1 $ 0.1 $ —
Tribute Rail secured railcar equipment notes $ 0.1 $ 0.1 $ 0.3 $ 0.3 $ —
2017 promissory notes – interest rate cap $ — $ — $ — $ — $ —
2017 promissory notes – interest rate swap $ (1.7) $ (3.0) $ (3.6) $ (6.1) $ ( 2.3 )
TRL-2023 term loan $ 0.1 $ (1.1) $ (0.3) $ (2.1) $ 1.2
TILC $ 0.2 $ — $ 0.2 $ — $ 1.2
Open hedge (1) :
TRL-2023 term loan (2)
$ (1.2) $ — $ (1.2) $ — $ ( 3.0 )
(1) Based on the fair value of open hedges as of June 30, 2025 .
(2) Includes changes in fair value related to the amortization of the initial off-market fair value.
Foreign Currency Hedges
Our exposure related to foreign currency transactions is currently hedged for up to a maximum of eighteen months. Information related to our foreign currency hedges is as follows:
Included in
accompanying balance
sheet at June 30, 2025
Effect on cost of revenues – increase/(decrease)
Notional
Amount Asset/ (Liability) AOCI –
loss/(income) Three Months Ended
June 30, Six Months Ended
June 30, Expected effect during next twelve months (1)
Instrument 2025 2024 2025 2024
(in millions)
Forward contracts $ 60.3 $ 3.3 $ ( 3.8 ) $ 1.9 $ (3.1) $ 6.6 $ (4.6) $ ( 3.6 )
Options $ 36.9 $ 1.5 $ ( 0.4 ) $ 0.1 $ (0.1) $ 0.1 $ 0.2 $ 1.1
(1) Based on the fair value of open hedges as of June 30, 2025.
Derivatives Not Designated as Hedging Instruments (1)
Asset/(Liability) at
June 30, 2025
Effect on other, net (income) expense – increase/(decrease)
Notional
Amount Interest
Rate Three Months Ended
June 30, Six Months Ended
June 30,
2025 2024 2025 2024
($ in millions)
Interest rate derivatives – open:
TILC warehouse facility – interest rate cap $ 680.0 2.50 % $ 13.2 $ 1.0 $ (4.4) $ 3.9 $ (3.7)
TILC – interest rate cap (2)
$ 680.0 2.50 % $ ( 13.2 ) $ (1.0) $ 4.4 $ (3.9) $ 6.8
Interest rate derivatives – expired (3) :
TILC warehouse facility – interest rate cap $ 800.0 2.50 % $ — $ — $ 0.9 $ — $ 1.9
TILC – interest rate cap $ 800.0 2.50 % $ — $ — $ (0.9) $ — $ (1.9)
(1) Comprised of back-to-back interest rate caps entered into with the same counterparty in connection with our risk management objectives.
(2) The amount recorded to other, net (income) expense in our Consolidated Statements of Operations for the six months ended June 30, 2024 includes a fee of $ 3.1 million related to the execution of back-to-back interest rate caps associated with the Trinity Industries Leasing Company (“TILC”) warehouse loan facility.
(3) These interest rate caps matured and settled in 2024.
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Fair Value Measurements
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date. An entity is required to establish a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are listed below.
Level 1 – This level is defined as quoted prices in active markets for identical assets or liabilities. Our cash equivalents and restricted cash are instruments of the U.S. Treasury or highly-rated money market mutual funds. The assets measured on a recurring basis as Level 1 in the fair value hierarchy are summarized below:
Level 1
June 30, 2025 December 31, 2024
(in millions)
Assets:
Cash equivalents $ 69.0 $ 209.6
Restricted cash 167.6 146.2
Total assets $ 236.6 $ 355.8
Level 2 – This level is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Interest rate swaps and interest rate caps are valued at exit prices obtained from each counterparty. Foreign currency hedges are valued at exit prices obtained from each counterparty, which are based on currency spot and forward rates and forward points. The assets and liabilities measured on a recurring basis as Level 2 in the fair value hierarchy are summarized below:
Level 2
June 30, 2025 December 31, 2024
(in millions)
Assets (1) :
Derivatives designated as hedging instruments:
Interest rate hedges $ — $ 10.4
Foreign currency hedges 4.8 0.4
Derivatives not designated as hedging instruments:
Interest rate derivatives 13.2 23.3
Total assets $ 18.0 $ 34.1
Liabilities (2) :
Derivatives designated as hedging instruments:
Interest rate hedges $ 6.5 $ —
Foreign currency hedges — 9.5
Derivatives not designated as hedging instruments:
Interest rate derivatives 13.2 23.3
Total liabilities $ 19.7 $ 32.8
(1) Included in other assets in our Consolidated Balance Sheets.
(2) Included in accrued liabilities in our Consolidated Balance Sheets.
Level 3 – This level is defined as unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As of June 30, 2025 and December 31, 2024, we have no assets or liabilities measured on a recurring basis as Level 3 in the fair value hierarchy.
See Note 8 for the estimated fair values of our debt instruments. The fair values of all other financial instruments are estimated to approximate carrying value.
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Note 4. Segment Information
We report our operating results in two reportable segments: (1) the Railcar Leasing and Services Group, which owns and operates a fleet of railcars and provides third-party fleet leasing, management, and administrative services; railcar maintenance and modification services; and other railcar logistics products and services; and (2) the Rail Products Group, which manufactures and sells railcars and related parts and components.
Our Chief Operating Decision Maker ("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.
Sales and related net profits ("deferred profit") from the Rail Products Group to the Leasing Group are recorded in the Rail Products Group and eliminated in consolidation. Sales between these groups are recorded at prices comparable to those charged to external customers, taking into consideration quantity, features, and production demand. Amortization of deferred profit on railcars sold to the Leasing Group is included in the operating profit of the Leasing Group, resulting in the recognition of depreciation expense based on our original manufacturing cost of the railcars. Lease portfolio sales are included in the Leasing Group, with related gains and losses computed based on the net book value of the original manufacturing cost of the railcars.
The financial information for these segments is shown in the tables below (in millions). We operate principally in North America.
Three Months Ended June 30, 2025 Three Months Ended June 30, 2024
Railcar Leasing and Services Group Rail Products Group Total Railcar Leasing and Services Group Rail Products Group Total
External revenues $ 302.1 $ 204.1 $ 506.2 $ 280.5 $ 560.9 $ 841.4
Intersegment revenues 0.3 89.4 89.7 0.9 73.3 74.2
Total revenues 302.4 293.5 595.9 281.4 634.2 915.6
Elimination of intersegment revenues ( 89.7 ) ( 74.2 )
Total consolidated revenues $ 506.2 $ 841.4
Less (1) :
Rail Products Group cost of revenues (2)
* 277.9 * 576.0
Depreciation and amortization for Company-owned railcars (3)
61.8 * 60.1 *
Maintenance and compliance for Company-owned railcars (3)(4)
43.1 * 35.0 *
Selling, engineering, and administrative expenses 13.9 6.7 20.0 7.8
Gains on lease portfolio sales ( 7.8 ) * ( 22.7 ) *
Other segment items (5)
72.8 — 61.0 —
Segment operating profit $ 118.6 $ 8.9 $ 127.5 $ 128.0 $ 50.4 $ 178.4
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Six Months Ended June 30, 2025 Six Months Ended June 30, 2024
Railcar Leasing and Services Group Rail Products Group Total Railcar Leasing and Services Group Rail Products Group Total
External revenues $ 589.3 $ 502.3 $ 1,091.6 $ 564.8 $ 1,086.2 $ 1,651.0
Intersegment revenues 0.5 211.7 212.2 1.8 215.4 217.2
Total revenues 589.8 714.0 1,303.8 566.6 1,301.6 1,868.2
Elimination of intersegment revenues ( 212.2 ) ( 217.2 )
Total consolidated revenues $ 1,091.6 $ 1,651.0
Less (1) :
Rail Products Group cost of revenues (2)
* 665.6 * 1,191.9
Depreciation and amortization for Company-owned railcars (3)
122.9 * 120.0 *
Maintenance and compliance for Company-owned railcars (3)(4)
81.1 * 65.4 *
Selling, engineering, and administrative expenses 32.6 13.6 38.1 15.5
Gains on lease portfolio sales ( 13.7 ) * ( 24.8 ) *
Other segment items (5)
143.8 — 139.6 —
Segment operating profit $ 223.1 $ 34.8 $ 257.9 $ 228.3 $ 94.2 $ 322.5
* 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:
Three Months Ended
June 30, Six Months Ended
June 30,
2025 2024 2025 2024
(in millions)
Operating profit:
Railcar Leasing and Services Group $ 118.6 $ 128.0 $ 223.1 $ 228.3
Rail Products Group 8.9 50.4 34.8 94.2
Segment Totals 127.5 178.4 257.9 322.5
Corporate and other ( 26.5 ) ( 33.3 ) ( 50.9 ) ( 59.8 )
Eliminations ( 5.6 ) ( 3.2 ) ( 11.8 ) ( 5.6 )
Consolidated operating profit 95.4 141.9 195.2 257.1
Other (income) expense 69.4 66.7 132.8 139.2
Provision (benefit) for income taxes 4.1 17.1 11.5 28.1
Loss from discontinued operations, net of income taxes ( 1.9 ) ( 1.7 ) ( 3.8 ) ( 6.0 )
Net income $ 20.0 $ 56.4 $ 47.1 $ 83.8
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Additional financial information by segment is shown in the tables below.
Total Assets
June 30, 2025 December 31, 2024
(in millions)
Railcar Leasing and Services Group $ 8,265.5 $ 8,151.7
Rail Products Group 893.4 967.7
Segment Totals 9,158.9 9,119.4
Corporate and other 318.6 383.3
Eliminations ( 667.5 ) ( 670.5 )
Total assets $ 8,810.0 $ 8,832.2
Depreciation & Amortization Capital Expenditures
Three Months Ended
June 30, Three Months Ended
June 30,
2025 2024 2025 2024
(in millions)
Railcar Leasing and Services Group $ 67.4 $ 65.6 $ 179.1 $ 91.4
Rail Products Group 6.9 7.1 4.6 4.8
Corporate and other 0.9 1.1 0.5 0.3
Total $ 75.2 $ 73.8 $ 184.2 $ 96.5
Depreciation & Amortization Capital Expenditures
Six Months Ended
June 30, Six Months Ended
June 30,
2025 2024 2025 2024
(in millions)
Railcar Leasing and Services Group $ 133.9 $ 131.0 $ 301.6 $ 241.4
Rail Products Group 13.9 14.0 11.2 6.9
Corporate and other 1.7 2.2 0.8 0.3
Total $ 149.5 $ 147.2 $ 313.6 $ 248.6
Note 5. Partially-Owned Subsidiaries
Investments in Leasing Subsidiaries
Through our wholly-owned subsidiary, TILC, we formed two subsidiaries, TRIP Holdings and RIV 2013, for the purpose of providing railcar leasing services in North America for institutional investors. Each of TRIP Holdings and RIV 2013 are direct, partially-owned subsidiaries of TILC in which we have a controlling interest. Each is governed by a seven -member board of representatives, two of whom are designated by TILC. TILC is the agent of each of TRIP Holdings and RIV 2013 and, as such, has been delegated the authority, power, and discretion to take certain actions on behalf of the respective companies.
At June 30, 2025, the carrying value of our investments in TRIP Holdings and RIV 2013 totaled $ 130.9 million. Our ownership interests in TRIP Holdings and RIV 2013 are 42.6 % and 30.5 %, respectively, with the remaining interests owned by third-party, investor-owned funds. These investments in our partially-owned leasing subsidiaries are eliminated in consolidation.
Each of TRIP Holdings and RIV 2013 has wholly-owned subsidiaries that are the owners of railcars acquired from our Rail Products and Leasing Groups. TRIP Holdings has wholly-owned subsidiaries known as Triumph Rail LLC ("Triumph Rail") and Tribute Rail LLC ("Tribute Rail"). RIV 2013 has a wholly-owned subsidiary known as TRP 2021 LLC ("TRP-2021"). TILC is the contractual servicer for Triumph Rail, Tribute Rail, and TRP-2021, with the authority to manage and service each entity's owned railcars. Our controlling interest in each of TRIP Holdings and RIV 2013 results from our combined role as both equity member and agent/servicer. The noncontrolling interest included in the accompanying Consolidated Balance Sheets primarily represents the non-Trinity equity interest in these partially-owned subsidiaries.
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Trinity has no obligation to guarantee performance under any of our partially-owned subsidiaries' (or their respective subsidiaries') debt agreements, guarantee any railcar residual values, shield any parties from losses or guarantee minimum yields.
The assets of each of Triumph Rail, Tribute Rail, and TRP-2021 may only be used to satisfy the particular subsidiary's liabilities, and the creditors of each of Triumph Rail, Tribute Rail, and TRP-2021 have recourse only to the particular subsidiary's assets. Each of TILC and the third-party equity investors receive distributions from TRIP Holdings and RIV 2013, when available, in proportion to its respective equity interests, and has an interest in the net assets of the partially-owned subsidiaries upon a liquidation event in the same proportion. TILC is paid fees for the services it provides to Triumph Rail, Tribute Rail, and TRP-2021 and has the potential to earn certain incentive fees. There are no remaining equity commitments with respect to TRIP Holdings or RIV 2013.
See Note 8 for additional information regarding the debt of TRIP Holdings and RIV 2013 and their respective subsidiaries.
Other Investment in Consolidated Affiliate
In 2023, the Company and a third party formed Trinity Global Ventures to deliver railcars and provide warranty support services in Saudi Arabia. Trinity Global Ventures is owned 51.0 % by Trinity Rail Group, LLC ("Trinity Rail Group"), a wholly-owned subsidiary of the Company, and 49.0 % by the third party. Upon consideration under the variable interest entity (“VIE”) model of ASC 810, Consolidation , Trinity has concluded that Trinity Global Ventures meets the definition of a VIE. Trinity Rail Group has a variable interest in Trinity Global Ventures arising from its 51.0 % equity ownership position. We determined that Trinity is the primary beneficiary and therefore consolidates this entity as we have the power to direct the activities of the entity that most significantly impact its economic performance. At June 30, 2025, the carrying value of our investment in Trinity Global Ventures totaled $ 2.7 million, which is eliminated in consolidation.
Investment in Unconsolidated Affiliate
In 2021, the Company and Wafra, Inc. (“Wafra”), a global alternative investment manager, entered into a railcar investment vehicle program between Trinity and certain funds managed by Wafra (“Wafra Funds”). As part of this program, a joint venture was formed, Signal Rail Holdings LLC (“Signal Rail”), which is currently owned 87.4 % by Wafra Funds and 12.6 % by TILC. TILC services all railcars owned by Signal Rail.
Upon consideration under the VIE model of ASC 810, Consolidation , Trinity has concluded that Signal Rail meets the definition of a VIE. TILC has variable interests in Signal Rail arising from its 12.6 % equity ownership position and its role as a service provider. We determined that Trinity is not the primary beneficiary and therefore does not consolidate this entity as we do not have the power to direct the activities of the entity that most significantly impact its economic performance. We will absorb portions of Signal Rail’s expected losses and/or receive portions of expected residual returns commensurate with our 12.6 % equity interest in Signal Rail.
Our investment in Signal Rail is being accounted for under the equity method of accounting. At June 30, 2025, the carrying value of TILC’s equity investment in Signal Rail was $ 20.7 million, which is included in other assets in our Consolidated Balance Sheets. The carrying value of this investment represents our maximum exposure in Signal Rail.
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Note 6. Railcar Leasing and Services Group
The Railcar Leasing and Services Group owns and operates a fleet of railcars and provides third-party fleet leasing, management, and administrative services; railcar maintenance and modification services; and other railcar logistics products and services. See Note 1 for information on future contractual minimum rental revenues related to the Leasing Group's railcar operating leases. Information related to the Leasing Group is as follows:
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 Percent 2025 2024 Percent
($ in millions) Change ($ in millions) Change
Revenues:
Leasing and management $ 233.5 $ 221.9 5.2 % $ 452.5 $ 430.9 5.0 %
Maintenance services (1)
59.3 49.0 21.0 % 118.5 114.2 3.8 %
Digital and logistics services 9.6 10.5 ( 8.6 ) % 18.8 21.5 ( 12.6 ) %
Total revenues $ 302.4 $ 281.4 7.5 % $ 589.8 $ 566.6 4.1 %
Cost of revenues (2)
$ 179.0 $ 157.4 13.7 % 350.8 327.0 7.3 %
Selling, engineering, and administrative expenses 13.9 20.0 ( 30.5 ) % 32.6 38.1 ( 14.4 ) %
Gains on dispositions of property:
Lease portfolio sales 7.8 22.7 * 13.7 24.8 *
Other 1.3 1.3 * 3.0 2.0 *
Total operating profit $ 118.6 $ 128.0 ( 7.3 ) % $ 223.1 $ 228.3 ( 2.3 ) %
Total operating profit margin 39.2 % 45.5 % 37.8 % 40.3 %
Total operating profit margin, excluding lease portfolio sales 36.6 % 37.4 % 35.5 % 35.9 %
Selected expense information for Company-owned railcars (3) :
Depreciation and amortization expense (4)
$ 61.8 $ 60.1 2.8 % $ 122.9 $ 120.0 2.4 %
Maintenance and compliance expense (5)
$ 43.1 $ 35.0 23.1 % $ 81.1 $ 65.4 24.0 %
Other fleet operating costs (6)
$ 9.8 $ 8.1 21.0 % $ 17.8 $ 15.8 12.7 %
Interest expense (7)
$ 58.0 $ 60.4 ( 4.0 ) % $ 114.4 $ 117.8 ( 2.9 ) %
* Not meaningful
(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 wholly-owned railcars, partially-owned railcars, and railcars under leased-in arrangements.
(4) 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.
(5) Maintenance and compliance expense is reported at cost with respect to the services performed by our maintenance services business to support the railcars in our lease fleet.
(6) Other fleet operating costs include freight, storage, rent, and ad valorem taxes.
(7) Interest expense is not a component of operating profit and includes the effect of hedges.
Information related to lease portfolio sales is as follows:
Three Months Ended
June 30, Six Months Ended
June 30,
2025 2024 2025 2024
($ in millions)
Lease portfolio sales $ 29.3 $ 162.5 $ 63.0 $ 186.7
Operating profit on lease portfolio sales $ 7.8 $ 22.7 $ 13.7 $ 24.8
Operating profit margin on lease portfolio sales 26.6 % 14.0 % 21.7 % 13.3 %
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Debt. Wholly-owned subsidiaries. The Leasing Group’s debt at June 30, 2025 consisted primarily of non-recourse debt. As of June 30, 2025, Trinity’s wholly-owned subsidiaries included in the Leasing Group held equipment with a net book value of $ 5,462.9 million, which is pledged solely as collateral for Leasing Group debt held by those subsidiaries. The net book value of unpledged equipment at June 30, 2025 was $ 610.1 million. See Note 8 for more information regarding the Leasing Group’s debt.
Partially-owned subsidiaries. Debt owed by TRIP Holdings and RIV 2013 and their respective subsidiaries is non-recourse to Trinity and TILC. Creditors of each of TRIP Holdings and RIV 2013 and their respective subsidiaries have recourse only to the particular subsidiary's assets. As of June 30, 2025, TRIP Holdings held equipment with a net book value of $ 989.3 million, which is pledged solely as collateral for the TRIP Holdings' debt held by its subsidiaries. As of June 30, 2025, TRP-2021 equipment with a net book value of $ 400.9 million is pledged solely as collateral for the TRP-2021 debt.
Note 7. Property, Plant, and Equipment
The following table summarizes the components of property, plant, and equipment:
June 30, 2025 December 31, 2024
(in millions)
Railcars in our lease fleet:
Wholly-owned subsidiaries:
Equipment on lease $ 7,934.1 $ 7,715.0
Less: accumulated depreciation ( 1,861.1 ) ( 1,766.9 )
6,073.0 5,948.1
Partially-owned subsidiaries:
Equipment on lease 2,236.0 2,233.1
Less: accumulated depreciation ( 845.8 ) ( 817.1 )
1,390.2 1,416.0
Deferred profit on railcar products sold (1)
( 1,081.3 ) ( 1,069.8 )
Less: accumulated amortization 352.8 337.3
( 728.5 ) ( 732.5 )
Total railcars in our lease fleet 6,734.7 6,631.6
Operating and administrative assets:
Land 16.1 16.3
Buildings and improvements 405.6 403.2
Machinery and other 436.3 441.8
Construction in progress 16.4 11.5
874.4 872.8
Less: accumulated depreciation ( 522.3 ) ( 516.3 )
Total operating and administrative assets 352.1 356.5
Total property, plant, and equipment, net $ 7,086.8 $ 6,988.1
(1) Includes deferred profit related to new railcar additions, sustainable railcar conversions, railcar modifications, and other betterments. The deferred profit is subsequently eliminated in consolidation.
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Note 8. Debt
The carrying amounts of our debt are as follows:
June 30, 2025 December 31, 2024
(in millions)
Corporate – Recourse:
Revolving credit facility $ — $ —
Senior notes due 2028, inclusive of unamortized premium of $ 3.7 and $ 4.3
603.7 604.3
603.7 604.3
Less: unamortized debt issuance costs ( 5.6 ) ( 6.5 )
Total recourse debt 598.1 597.8
Lease fleet – Non-recourse:
Wholly-owned subsidiaries:
Secured railcar equipment notes, net of unamortized discount of $ 0.3 and $ 0.3
2,389.8 2,447.3
2017 promissory notes, net of unamortized discount of $ — and $ 1.5
— 631.3
TRL-2023 term loan, net of unamortized discount of $ 0.7 and $ —
1,044.9 323.4
TILC warehouse facility 751.5 584.6
Other equipment financing 48.9 50.0
4,235.1 4,036.6
Less: unamortized debt issuance costs ( 17.9 ) ( 15.3 )
4,217.2 4,021.3
Partially-owned subsidiaries:
Secured railcar equipment notes, net of unamortized discount of $ 0.1 and $ 0.1
1,045.3 1,076.8
Less: unamortized debt issuance costs ( 3.8 ) ( 5.0 )
1,041.5 1,071.8
Total non-recourse debt 5,258.7 5,093.1
Total debt $ 5,856.8 $ 5,690.9
Estimated Fair Value of Debt – The estimated fair value of our 7.75 % senior notes due 2028 ("Senior Notes due 2028") is based on a quoted market price in a market with little activity (Level 2 input). The estimated fair values of our secured railcar equipment notes are based on our estimate of their fair value using unobservable input values provided by a third party (Level 3 inputs). The respective carrying values of our revolving credit facility, 2017 promissory notes, TRL-2023 term loan, and TILC warehouse facility approximate fair value because the interest rate adjusts to the market interest rate. As of June 30, 2025, we evaluated the fair value of the other equipment financing liability using Level 3 inputs and determined that the carrying value approximates fair value. The estimated fair values of our debt are as follows:
June 30, 2025 December 31, 2024
(in millions)
Level 2 $ 624.8 $ 623.2
Level 3 $ 3,368.6 $ 3,430.5
Revolving Credit Facility – We have a $ 600.0 million unsecured corporate revolving credit facility. During the six months ended June 30, 2025, there were total borrowings of $ 75.0 million and total repayments of $ 75.0 million under the revolving credit facility. Additionally, we had outstanding letters of credit issued in an aggregate amount of $ 4.4 million, leaving $ 595.6 million available for borrowing as of June 30, 2025. Our outstanding letters of credit as of June 30, 2025 support performance bonds related to certain railcar orders. The revolving credit facility bears interest at a variable rate of SOFR plus (1) a benchmark adjustment of 10 basis points and (2) a facility margin of 1.50 %, for an all-in interest rate of 5.90 % as of June 30, 2025. A commitment fee accrues on the average daily unused portion of the revolving credit facility at the rate of 0.175 % to 0.40 % ( 0.20 % as of June 30, 2025).
The revolving credit facility requires the maintenance of ratios related to minimum interest coverage for the leasing and manufacturing operations and maximum leverage. As of June 30, 2025, we were in compliance with all such financial covenants.
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TILC Warehouse Loan Facility – TILC has a $ 800.0 million warehouse loan facility to finance railcars owned by TILC. During the six months ended June 30, 2025, we had total borrowings of $ 265.4 million and total repayments of $ 98.5 million under the TILC warehouse loan facility. The entire unused facility amount of $ 48.5 million was available as of June 30, 2025 based on the amount of warehouse-eligible, unpledged equipment. Advances under the facility bear interest at one-month term SOFR plus a facility margin of 1.75 %, for an all-in interest rate of 6.07 % at June 30, 2025.
TRL-2023 Term Loan – In April 2025, TRL-2023, a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, entered into an amended and restated term loan agreement (the “TRL-2023 term loan agreement”) to (i) increase the aggregate amount of the term loan from $ 320.7 million as of March 31, 2025 to $ 1.05 billion; (ii) extend the maturity date to April 30, 2030; and (iii) reduce the applicable interest rate to daily simple SOFR plus a facility margin of 1.50 %. We incurred $ 5.6 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 to be acquired and owned by TRL-2023. Net proceeds received from the transaction were used to redeem in full the outstanding borrowings of approximately $ 616.0 million under TRL-2017, as described below; to repay approximately $ 75.8 million of borrowings under TILC's warehouse loan facility; and for general corporate purposes.
Redemption of TRL-2017 Promissory Notes – In April 2025, with the net proceeds of the TRL-2023 term loan agreement described above, we redeemed in full the TRL-2017 promissory notes (the "2017 Promissory Notes"), of which $ 616.0 million was outstanding at the redemption date. The interest rate for the 2017 Promissory Notes was at one-month term SOFR plus (1) a benchmark adjustment of 11 basis points and (2) a facility margin of 1.50 %. In connection with the redemption of the 2017 Promissory Notes, during the three and six months ended June 30, 2025, we recognized a loss on extinguishment of debt of $ 0.8 million, which included the write-off of unamortized debt issuance costs and other direct costs associated with the extinguishment. This charge is reflected in the interest expense, net line of our Consolidated Statements of Operations.
Terms and conditions of our other debt, including recourse and non-recourse provisions and scheduled maturities, are described in Note 9 of our 2024 Annual Report on Form 10-K.
Note 9. Income Taxes
The effective tax rates from continuing operations for the three and six months ended June 30, 2025 were expenses of 15.8 % and 18.4 %, respectively, which differ from the U.S. statutory rate of 21.0 % primarily due to the benefit of tax credits purchased at a discount and the benefit of noncontrolling interest for which we do not provide income taxes, partially offset by state income taxes and other permanent differences.
The effective tax rates from continuing operations for the three and six months ended June 30, 2024 were expenses of 22.7 % and 23.8 %, respectively, which differ from the U.S. statutory rate of 21.0 % primarily due to state income taxes, foreign income taxes, and non-deductible executive compensation, partially offset by the benefit of noncontrolling interest for which we do not provide income taxes, excess tax benefits associated with equity-based compensation, and changes in state tax laws enacted in the second quarter.
Deferred income taxes related to railcars in our lease fleet were $ 1.1 billion as of both June 30, 2025 and December 31, 2024.
The Inflation Reduction Act of 2022 allows a company to purchase transferable tax credits. During the three and six months ended June 30, 2025, we purchased $ 40.0 million in tax credits for approximately $ 38.4 million in cash. These credits were used to offset the Company’s federal income tax liability for 2024, which resulted in the recognition of a tax benefit of $ 1.6 million for the three and six months ended June 30, 2025.
On July 4, 2025, the One Big Beautiful Bill Act (the "Act") was enacted. The Act includes multiple business tax provisions, including the reinstatement of 100% bonus depreciation and a change in the calculation of deductible interest expense. We are currently evaluating the impact of these provisions on our overall financial position.
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Note 10. Accumulated Other Comprehensive Income (Loss)
Changes in AOCI for the six months ended June 30, 2025 are as follows:
Unrealized gains/(losses) on derivative financial instruments Net actuarial gains/(losses) of defined benefit plans Accumulated other comprehensive income (loss)
Balances at December 31, 2024
$ ( 3.0 ) $ ( 1.2 ) $ ( 4.2 )
Other comprehensive loss, net of tax, before reclassifications ( 1.5 ) — ( 1.5 )
Amounts reclassified from AOCI, net of tax benefit of $ 0.5 , $ — , and $ 0.5
1.7 — 1.7
Less: noncontrolling interest ( 0.2 ) — ( 0.2 )
Other comprehensive income (loss) — — —
Balances at June 30, 2025
$ ( 3.0 ) $ ( 1.2 ) $ ( 4.2 )
See Note 3 for additional information on the reclassification of amounts in AOCI into earnings. Reclassifications of unrealized before-tax gains and losses on derivative financial instruments are included in interest expense, net for our interest rate hedges and in cost of revenues for our foreign currency hedges in our Consolidated Statements of Operations. Reclassifications of before-tax net actuarial gains/(losses) of defined benefit plans are included in other, net (income) expense in our Consolidated Statements of Operations.
Note 11. Stock-Based Compensation
Stock-based compensation expense totaled approximately $ 5.4 million and $ 10.7 million for the three and six months ended June 30, 2025, respectively. Stock-based compensation expense totaled approximately $ 5.9 million and $ 10.6 million for the three and six months ended June 30, 2024, respectively. The Company's annual grants of share-based awards generally occur in the first and second quarters under our Fifth Amended and Restated Stock Option and Incentive Plan.
The following table summarizes stock-based compensation awards granted during the six months ended June 30, 2025:
Number of Shares Granted Weighted Average Grant-Date Fair Value per Award
Restricted stock units 454,657 $ 26.96
Restricted stock awards 28,388 $ 26.95
Performance units 225,192 $ 32.73
The fair value of restricted stock units and restricted stock awards ("RSAs") granted is based on the Company's closing stock price on the date of grant. For the performance units granted during the six months ended June 30, 2025 for which the payout is based on relative total shareholder return, the fair value was estimated at the date of grant using a Monte Carlo simulation with assumptions that reflect market conditions at the date of grant, including stock price, risk-free interest rate, expected term, expected volatility, and dividend yield. For the performance units granted during the six months ended June 30, 2025 for which the payout is based on return on equity, the fair value is based on the Company's closing stock price on the date of grant, adjusted to exclude the cumulative value of dividends over the three-year vesting period as these units do not earn dividend equivalents.
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Note 12. Earnings Per Common Share
Basic net income attributable to Trinity Industries, Inc. per common share ("EPS") is computed by dividing net income attributable to Trinity by the weighted average number of basic common shares outstanding for the period. Except when the effect would be antidilutive, the calculation of diluted EPS includes the net impact of potentially dilutive common shares. The Company has certain unvested RSAs that participate in dividends on a nonforfeitable basis and are therefore considered to be participating securities. Consequently, diluted net income attributable to Trinity Industries, Inc. per common share is calculated under both the two-class method and the treasury stock method, and the more dilutive of the two calculations is presented.
The following table sets forth the computation of basic and diluted net income attributable to Trinity Industries, Inc.:
Three Months Ended June 30, Six Months Ended
June 30,
2025 2024 2025 2024
(in millions, except per share amounts)
Income from continuing operations $ 21.9 $ 58.1 $ 50.9 $ 89.8
Less: Net income attributable to noncontrolling interest ( 5.9 ) ( 2.0 ) ( 10.9 ) ( 5.7 )
Net income from continuing operations attributable to Trinity Industries, Inc. 16.0 56.1 40.0 84.1
Net loss from discontinued operations attributable to Trinity Industries, Inc. ( 1.9 ) ( 1.7 ) ( 3.8 ) ( 6.0 )
Net income attributable to Trinity Industries, Inc. $ 14.1 $ 54.4 $ 36.2 $ 78.1
Basic weighted average shares outstanding 81.3 82.4 81.4 81.7
Effect of dilutive securities 1.6 1.7 2.0 1.7
Diluted weighted average shares outstanding
82.9 84.1 83.4 83.4
Basic earnings per common share:
Income from continuing operations $ 0.20 $ 0.68 $ 0.49 $ 1.03
Loss from discontinued operations ( 0.02 ) ( 0.02 ) ( 0.05 ) ( 0.07 )
Net income attributable to Trinity Industries, Inc. $ 0.17 $ 0.66 $ 0.44 $ 0.96
Diluted earnings per common share:
Income from continuing operations $ 0.19 $ 0.67 $ 0.48 $ 1.01
Loss from discontinued operations ( 0.02 ) ( 0.02 ) ( 0.05 ) ( 0.07 )
Net income attributable to Trinity Industries, Inc. $ 0.17 $ 0.65 $ 0.43 $ 0.94
Potentially dilutive securities excluded from EPS calculation:
Antidilutive restricted shares 0.3 0.2 0.1 0.2
Antidilutive stock options — — — —
Note: Earnings per common share is calculated independently for each component and may not sum to total net income attributable to Trinity Industries, Inc. per common share due to rounding.
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Note 13. Contingencies
East Palestine, OH Train Derailment
As previously disclosed, on February 3, 2023, a Norfolk Southern Railway freight train derailed 38 railcars in East Palestine, Ohio. TILC has been named in various actions associated with this incident. TILC was the owner of one tank car cited in these actions, which was leased to a third party, who is also a third-party defendant in these matters. Developments in these proceedings since the filing of our Quarterly Report on Form 10-Q for the period ending March 31, 2025 include those described below.
On July 9, 2025, plaintiffs dismissed all claims against TILC, without prejudice, in the previously disclosed litigation styled as Ambridge Area School District, et al. v. Norfolk Southern Corporation, et al. , Case No. 2:23-cv-01530-CB, in the United States District Court for the Western District of Pennsylvania.
On June 20, 2025, TILC filed its motion to dismiss in the previously disclosed litigation styled as Josh Hickman, et al. v. Norfolk Southern Railway Company, et al. , Case No. 25CV-01-859, in the Court of Common Pleas, Franklin County, Ohio, and in the previously disclosed litigation styled as Gregory Taylor, et al. v. Norfolk Southern Railway Company, et al. , assigned Case No. 25CV-02-858, in the Court of Common Pleas, Franklin County, Ohio.
On May 28, 2025, TILC filed its preliminary objections in the previously disclosed litigation styled as Richard Tsai, et al. v. Norfolk Southern Corporation, et al. , Case No. 250200415, in the Court of Common Pleas, Philadelphia County, Pennsylvania.
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
Pursuant to the purchase and sale agreement related to the sale of THP, the Company agreed to indemnify the buyer for certain liabilities related to the highway products business, including those liabilities 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. There have been no significant developments in such proceedings since those previously described in Note 15 of our 2024 Annual Report on Form 10-K.
Other matters
The Company is involved in claims and lawsuits incidental to our business arising from various matters, including product warranty, personal injury, environmental issues, workplace laws, and various governmental regulations. The Company evaluates its exposure to such claims and suits periodically and establishes accruals for these contingencies when a range of loss can be reasonably estimated. The range of reasonably possible losses for such matters is $ 7.7 million to $ 18.8 million. At June 30, 2025, total accruals of $ 8.4 million, including environmental and workplace matters described below, are included in accrued liabilities in the accompanying Consolidated Balance Sheets. The Company believes any additional liability would not be material to its financial position or results of operations.
Trinity is subject to remedial orders and federal, state, local, and foreign laws and regulations relating to the environment and the workplace. The Company has reserved $ 1.2 million to cover our probable and estimable liabilities with respect to the investigations, assessments, and remedial responses to such matters, taking into account currently available information and our contractual rights to indemnification and recourse to third parties. However, estimates of liability arising from future proceedings, assessments, or remediation are inherently imprecise. Accordingly, there can be no assurance that we will not become involved in future litigation or other proceedings involving the environment and the workplace or, if we are found to be responsible or liable in any such litigation or proceeding, that such costs would not be material to the Company. We believe that we are currently in substantial compliance with environmental and workplace laws and regulations.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.