What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-19 compared with 2025-02-20 · 110 added, 192 removed, 436 unchanged (41% of the section changed)

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and (2) the Rail Products Group, which manufactures and sells railcars and related parts and components.

Effective January 1, 2024, the Company modified its organizational structure to better leverage our maintenance services capabilities to support lease fleet optimization and to grow our services and parts businesses.

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

In connection with this organizational update, we aligned the maintenance services business, which was previously reported in the Rail Products Group, to now be presented within our leasing business.

This change aligns with the way in which our Chief Operating Decision Maker 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.

In December 2025, we completed a railcar partnership restructuring involving our partially-owned leasing subsidiaries, TRIP Holdings and RIV 2013.

See "Executive Summary – Capital Structure Updates" below for further information regarding this transaction.

Executive Summary

Recent Market Developments

Cyclical, Seasonal and Other Trends Impacting Our Business

General Business Trends

Demand for many of our railcar products and services is correlated to changes in North American industrial production.

Demand for many of our railcar products and services is correlated to changes in North American industrial production and international trade.

We continue to actively monitor evolving tariff and trade developments and the potential impacts to our business.

Uncertainty in these areas and in the macroeconomic environment, including the administration of trade policy in the U.S.

and Mexico, is negatively impacting and could continue to negatively impact our results of operations and demand for new railcars.

We remain focused on mitigating impacts to our business resulting from these evolving developments.

The industries in which our customers operate are cyclical in nature.

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Further, disruptions in the global supply chain have impacted demand for, and the costs of, certain of our products and services.

Our costs and the demand for our products and services could also be impacted by changes in tariffs, retaliatory tariffs, and trade policies.

We continuously assess demand for our products and services and take steps to rationalize and diversify our leased railcar portfolio and align our operating capacity appropriately.

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Due to their transactional nature, lease portfolio sales are the primary driver of fluctuations in results in the Leasing Group.

Supply Chain and Transportation Network Disruptions

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

We are also subject to disruptions in the rail transportation network.

In 2023, we experienced cross-border rail traffic closures and congestion in Eagle Pass, Texas, the primary border crossing used for railcar deliveries from our manufacturing facilities in Mexico.

While we did not experience a border closure at Eagle Pass in 2024, there remains a risk of instability at the border, and there is a possibility that border closings or congestion could occur in the future.

We continuously monitor rail and truck traffic at the U.S.-Mexico border and remain in close contact with all stakeholders, including the relevant government agencies, and continue to evaluate available alternatives for rail and truck transportation between Mexico and the U.S.

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

However, challenges related to supply chain and transportation network disruptions could negatively impact our operations or our ability to timely deliver railcars to our customers.

Foreign Currency Fluctuations

We are exposed to the impact of foreign currency fluctuations in our Mexico operations resulting from certain expenditures that are denominated in the Mexican peso.

We maintain a hedging program and have taken other actions to mitigate the foreign currency impact of a portion of our peso-denominated expenditures.

We regularly evaluate and update our strategies to mitigate the negative effects on margins and operating profits that may arise due to foreign currency fluctuations.

We periodically experience volatility in the costs of steel, components, and certain other inputs that represent a substantial portion of our cost of revenues.

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We continually assess the impact of input costs on our operational efficiency, margins, and overall profitability.

Transportation Network Disruptions

We have, from time to time, been impacted by disruptions in the rail transportation network, including rail traffic closures or congestion in Eagle Pass, Texas, the primary border crossing used for railcar deliveries from our manufacturing facilities in Mexico.

We continuously monitor rail traffic at the U.S.-Mexico border, and we take appropriate steps within our control to mitigate the potential impacts on our delivery timelines.

However, any future challenges related to transportation network disruptions could negatively impact our operations or our ability to timely deliver railcars to our customers.

Financial and Operational Highlights

• Our revenues for the year ended December 31, 2024 were $3,079.2 million, representing an increase of 3.2%, compared to the year ended December 31, 2023.

• Our revenues for the year ended December 31, 2025 were $2,156.9 million, representing a decrease of 30.0%, compared to the year ended December 31, 2024.

Our operating profit for the year ended December 31, 2025 was $649.2 million, representing an increase of 32.1%, compared to $491.5 million for the year ended December 31, 2024.

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Our company-owned lease fleet includes wholly-owned railcars, partially-owned railcars, and railcars under leased-in arrangements.

• For the year ended December 31, 2024, we made a net fleet investment of approximately $181.2 million, which primarily includes new railcar additions, sustainable railcar conversions, railcar modifications, and other betterments, net of deferred profit, as well as secondary market purchases;

• For the year ended December 31, 2025, we made a net fleet investment of approximately $350.0 million, which primarily includes new railcar additions, railcar modifications, and other betterments, net of deferred profit, as well as secondary market purchases;

and is net of proceeds from lease portfolio sales.

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◦ Deliveries in 2024 included approximately 1,300 railcar shipments that were delayed at the end of 2023 due to the U.S.-Mexico border closure and delivered during the first half of 2024.

See "Consolidated Results of Operations" and "Segment Discussion" below for additional information regarding our operating results for the years ended December 31, 2024 and 2023.

See "Consolidated Results of Operations" and "Segment Discussion" below for additional information regarding our operating results for the year ended December 31, 2025.

See Part II, Item 7 of our 2024 Annual Report on Form 10-K for a discussion of our results of operations and liquidity and capital resources as of and for the year ended December 31, 2024, including a comparison to the year ended December 31, 2023.

Long-Term Enterprise Key Performance Indicators

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Capital Structure Updates

TILC Warehouse Loan Facility – In March 2024, we entered into a new Trinity Industries Leasing Company ("TILC") 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.

Advances under the facility bear interest at one-month term SOFR plus a facility margin of 1.75%.

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

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

These notes bear interest at a fixed rate of 5.78%, are payable monthly, and have a stated final maturity date of 2054.

Net proceeds received from the transaction were used to repay borrowings under TILC's warehouse loan facility;

to redeem the outstanding debt of Trinity Rail Leasing VII LLC's Series 2009-1 Secured Railcar Equipment Notes (the "TRL VII Notes"), of which $94.1 million was outstanding at the redemption date;

TRL-2023 Term Loan – In April 2025, Trinity Rail Leasing 2023 LLC (“TRL-2023”), a limited purpose, indirect wholly-owned subsidiary of the Company owned through Trinity Industries Leasing Company (“TILC”), entered into an amended and restated 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%.

Net proceeds received from the transaction were used to redeem in full the outstanding borrowings of approximately $616.0 million under Trinity Rail Leasing 2017, LLC (“TRL-2017”);

to repay approximately $75.8 million of borrowings under TILC's warehouse loan facility;

and for general corporate purposes.

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

Senior Notes due 2028 – In June 2024, we issued an additional $200.0 million aggregate principal amount of 7.75% senior notes due July 2028 (the "Additional Senior Notes"), which increased the aggregate principal amount from $400.0 million to $600.0 million.

Interest on the Additional Senior Notes is payable semiannually commencing July 15, 2024.

Net proceeds received from the issuance, together with cash on hand, were used to repay $400.0 million of our 4.55% senior notes due 2024 ("Senior Notes due 2024"), and to pay related fees, costs, premiums, and expenses in connection with the issuance.

The interest rate for the TRL-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%.

TRL-2025 Secured Railcar Equipment Notes – In October 2025, Trinity Rail Leasing 2025 LLC ("TRL-2025"), a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued an aggregate principal amount of $535.2 million of its Series 2025-1 Green Secured Railcar Equipment Notes (the "TRL-2025 Notes").

The TRL-2025 Notes bear interest at an all-in interest rate of 5.11%, are payable monthly, and have a stated final maturity date of October 19, 2055.

TRL-2025 purchased a portfolio of railcars directly from TILC and from TILC's affiliates, Trinity Rail Leasing Warehouse Trust, and Trinity Rail Leasing 2010 LLC ("TRL-2010").

Net proceeds received from the railcars acquired in connection with the issuance of the TRL-2025 Notes were used to repay approximately $259.0 million of borrowings under TILC's warehouse loan facility;

to redeem in full the outstanding debt of approximately $133.8 million under TRL-2010;

and for general corporate purposes.

The all-in interest rate for the TRL-2010 secured railcar equipment notes ("TRL-2010 Notes") was 5.19% per annum.

See Note 9 of the Consolidated Financial Statements for additional information regarding these debt transactions.

Railcar Partnership Restructuring – In December 2025, TILC completed a Sale and Exchange Agreement (the “Exchange Agreement”) with Napier Park Railcar Lease Fund LLC (“Napier Park”), a subsidiary of Napier Park Global Capital, one of our railcar investment partners since 2013 and a leading alternative credit platform.

Pursuant to the Exchange Agreement, TILC exchanged a 42.36% membership interest in Triumph Rail Holdings LLC (“Triumph”) for Napier Park’s 69.45% membership interest in RIV 2013.

As a result of this exchange, TILC now owns 100% of the membership interests of RIV 2013 and Napier Park now owns 99.8% of the membership interests of Triumph, with TILC retaining a 0.2% membership interest in Triumph.

Previously, Triumph was a wholly-owned subsidiary of TRIP Holdings.

As a result of the divestiture of Triumph, the Company recognized a non-cash pre-tax gain of $194.2 million during the year ended December 31, 2025, and Triumph and its related debt are no longer included in our Consolidated Financial Statements.

See Note 6 and Note 9 of the Consolidated Financial Statements for additional information regarding these transactions.

Litigation Updates

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Year Ended December 31,

2024 2023 2022

(in millions)

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Selling, engineering, and administrative expenses 214.3 235.7

Gains on dispositions of property 63.3 89.6 152.7

Gains on dispositions of property and other divestitures (1)

Restructuring activities, net — 4.3

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Income from continuing operations $ 284.5 $ 171.4

(1) Includes a $194.2 million gain on the divestiture of Triumph for the year ended December 31, 2025.

See Note 6 of the Consolidated Financial Statements for additional information.

The tables below present revenues by segment for the years ended December 31, 2025 and 2024:

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Consolidated Total $ 3,079.2 $ — $ 3,079.2

Year Ended December 31, 2022

External Intersegment Total

(in millions)

Railcar Leasing and Services Group $ 850.0 $ 1.5 $ 851.5

Rail Products Group 1,127.3 758.2 1,885.5

Segment Totals 1,977.3 759.7 2,737.0

Eliminations — (759.7) (759.7)

Consolidated Total $ 1,977.3 $ — $ 1,977.3

Operating Costs

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selling, engineering, and administrative costs;

gains or losses on property disposals;

gains or losses on property disposals and other divestitures;

and restructuring activities.

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Year Ended December 31,

2024 2023 2022

(in millions)

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Consolidated Total $ 1,507.7 $ 2,587.7

(1) Includes gains on lease portfolio sales of $57.3 million, $82.8 million, and $127.5 million for the years ended December 31, 2024, 2023, and 2022, respectively.

(1) Includes a $194.2 million gain on the divestiture of Triumph for the year ended December 31, 2025, as well as gains on lease portfolio sales of $91.4 million and $57.3 million for the years ended December 31, 2025 and 2024, respectively.

Operating Profit

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Year Ended December 31,

2024 2023 2022

(in millions)

7 unchanged sentences

Discussion of Consolidated Results

Revenues – Our revenues for the year ended December 31, 2024 were $3,079.2 million, representing an increase of $95.9 million, or 3.2%, over the prior year, primarily due to a higher volume of external repairs and higher lease rates in the Leasing Group and higher external deliveries, partially offset by a lower volume of external sustainable railcar conversions in the Rail Products Group.

Our revenues for the year ended December 31, 2023 were $2,983.3 million, representing an increase of $1,006.0 million, or 50.9%, when compared to the year ended December 31, 2022, primarily related to higher external deliveries in the Rail Products Group, as well as a higher volume of external repairs, higher lease rates, net additions to the lease fleet, and the impact of the acquisition of RSI Logistics ("RSI") in the Leasing Group.

Cost of revenues – Our cost of revenues for the year ended December 31, 2024 was $2,411.0 million, representing a decrease of $45.2 million, or 1.8%, over the prior year, primarily due to a lower volume of external sustainable railcar conversions and improved efficiencies in the Rail Products Group, partially offset by a higher volume of external repairs in the Leasing Group and higher external deliveries in the Rail Products Group.

Our cost of revenues for the year ended December 31, 2023 was $2,456.2 million, representing an increase of $846.6 million, or 52.6%, when compared to the year ended December 31, 2022, primarily due to higher external deliveries, the impact of foreign currency fluctuations, supply chain disruptions, and operational and labor-related inefficiencies in the Rail Products Group.

Cost of revenues was further impacted by a higher volume of external repairs and the impact of the acquisition of RSI in the Leasing Group.

Selling, engineering, and administrative expenses – Selling, engineering, and administrative expenses for the year ended December 31, 2024 were $235.7 million, representing an increase of $33.8 million, or 16.7%, over the prior year, primarily due to higher employee-related costs, including increased incentive-based compensation, and continued investments in technology.

Selling, engineering, and administrative expenses for the year ended December 31, 2023 were $201.9 million, representing an increase of $16.5 million, or 8.9%, when compared to the year ended December 31, 2022, primarily due to higher employee-related costs, including an increase in headcount as a result of the Holden America and RSI acquisitions.

Gains on dispositions of property – Gains on dispositions of property decreased by $26.3 million for the year ended December 31, 2024, when compared to the prior year primarily due to lower gains on lease portfolio sales.

Gains on dispositions of property decreased by $63.1 million for the year ended December 31, 2023, when compared to the year ended December 31, 2022, primarily due to lower lease portfolio sales volume.

Additionally, gains on dispositions of property for the year ended December 31, 2022 were favorably impacted by disposals of non-operating facilities.

Results for the years ended December 31, 2024, 2023, and 2022 included gains of $2.7 million, $6.3 million, and $7.5 million, respectively, related to insurance recoveries in excess of net book value for assets damaged at the Company’s facility in Cartersville, Georgia in two separate events.

See Note 15 of the Consolidated Financial Statements for more information.

Revenues – Our revenues for the year ended December 31, 2025 were $2,156.9 million, representing a decrease of $922.3 million, or 30.0%, over the prior year, primarily due to lower external deliveries in the Rail Products Group.

Cost of revenues – Our cost of revenues for the year ended December 31, 2025 was $1,584.2 million, representing a decrease of $826.8 million, or 34.3%, over the prior year, primarily due to lower external deliveries in the Rail Products Group.

Selling, engineering, and administrative expenses – Selling, engineering, and administrative expenses for the year ended December 31, 2025 were $214.3 million, representing a decrease of $21.4 million, or 9.1%, over the prior year.

The decrease was primarily due to lower employee-related and consulting costs as a result of cost reduction efforts taken by management, partially offset by incentive compensation expense related to the gain on the divestiture of Triumph and credit loss expense associated with an aged customer receivable.

Gains on dispositions of property and other divestitures – Gains on dispositions of property and other divestitures increased by $227.5 million for the year ended December 31, 2025, when compared to the prior year primarily due to the $194.2 million gain on the divestiture of Triumph, as well as higher gains on lease portfolio sales.

Operating profit – Operating profit for the year ended December 31, 2025 totaled $649.2 million, representing an increase of $157.7 million, or 32.1%, from the prior year.

The increase was primarily due to improved efficiencies and the mix of railcars sold in the Rail Products Group and higher lease rates and a higher volume of external repairs in the Leasing Group, partially offset by lower gains on lease portfolio sales and higher employee-related costs across the enterprise, including increased incentive-based compensation and costs associated with workforce reductions to improve our cost structure.

Operating profit for the year ended December 31, 2023 totaled $417.0 million, representing an increase of $83.0 million, or 24.9%, from the year ended December 31, 2022 primarily due to higher external deliveries in the Rail Products Group, as well as higher lease rates, net additions to the lease fleet, and a higher volume of external repairs in the Leasing Group.

The increase in operating profit was partially offset by lower lease portfolio sales volume, higher maintenance and compliance costs, and labor inefficiencies in the Leasing Group, as well as the impact of foreign currency fluctuations in the Rail Products Group, and higher employee-related and other operating costs across the enterprise.

Operating profit was favorably impacted during each of the years ended December 31, 2024, 2023, and 2022 by the insurance recoveries described above.

The increase was primarily due to the $194.2 million gain on the divestiture of Triumph, higher gains on lease portfolio sales, and lower selling, engineering, and administrative expenses, partially offset by lower external deliveries in the Rail Products Group and costs associated with workforce reductions.

For further information regarding the operating results of individual segments, see "Segment Discussion" below.

Interest expense, net – Interest expense, net for the year ended December 31, 2024 totaled $273.5 million, compared to $265.5 million for the year ended December 31, 2023, primarily driven by higher interest rates and higher average debt in 2024, as well as a $1.5 million loss on extinguishment of debt.

Interest expense, net for the year ended December 31, 2023 totaled $265.5 million, compared to $209.1 million for the year ended December 31, 2022, primarily driven by higher variable interest rates, as well as higher average debt due to the issuance of our 7.75% senior notes due July 2028 and a term loan agreement in June 2023.

Other, net – Other, net for the year ended December 31, 2024, 2023, and 2022 resulted in income of $3.8 million, expense of $2.5 million, and income of $1.6 million, respectively.

The changes in other, net (income) expense are primarily due to the remeasurement impact of foreign currency fluctuations related to the Mexican peso.

Additionally, other, net for the year ended December 31, 2024 included a fee related to the execution of back-to-back interest rate caps associated with the new TILC warehouse loan facility.

Interest expense, net – Interest expense, net for the year ended December 31, 2025 totaled $274.2 million, compared to $273.5 million for the year ended December 31, 2024.

Additionally, interest expense, net includes a loss on extinguishment of debt of $1.4 million for the year ended December 31, 2025, compared to $1.5 million for the year ended December 31, 2024.

Income taxes – The effective tax rate from continuing operations for the year ended December 31, 2025 was an expense of 24.2%, which differs from the U.S.

statutory rate of 21.0% primarily due to state and foreign income taxes and other discrete items.

Our effective tax rate from continuing operations for the year ended December 31, 2023 was an expense of 6.0%, which differs from the U.S.

statutory rate of 21.0% primarily due to the release of residual taxes out of accumulated other comprehensive income and the re-measurement of our net deferred state income tax liabilities due to apportionment and state law changes, reducing our net deferred tax liability.

statutory rate of 21.0% primarily due to state and foreign income taxes, partially offset by the benefit of tax credits purchased at a discount and the benefit of noncontrolling interest for which we do not provide income taxes.

Our effective tax rate from continuing operations for the year ended December 31, 2024 was an expense of 22.7%, which differs from the U.S.

statutory rate of 21.0% primarily due to foreign and state income taxes and other discrete items.

statutory rate of 21.0% primarily due to state and foreign income taxes and other discrete items.

See Note 10 of the Consolidated Financial Statements for additional information.

Income tax payments, net of refunds, differ from the current provision primarily based on when estimated tax payments were due as compared to when the related income was earned and taxable.

Income tax payments, net of refunds, during the years ended December 31, 2024, 2023, and 2022 totaled $54.6 million, $42.4 million, and $19.3 million, respectively.

Income tax payments, net of refunds, during the years ended December 31, 2025 and 2024 totaled $51.4 million and $54.6 million, respectively.

Segment Discussion

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Year Ended December 31, Percent Change

2024 2023 2022 2024 versus 2023

2023 versus 2022

($ in millions)

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Selling, engineering, and administrative expenses 63.9 77.0 (17.0) %

Gains on dispositions of property:

Gains on dispositions of property and other divestitures:

Lease portfolio sales 91.4 57.3 *

57.3 82.8 127.5 * *

Gain on divestiture of partially-owned leasing subsidiary (3)

Other 2.0 5.7 *

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Total operating profit margin 58.7 % 40.6 %

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

Total operating profit margin, excluding lease portfolio sales and gain on divestiture of partially-owned leasing subsidiary 35.0 % 35.6 %

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

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(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) See Note 6 of the Consolidated Financial Statements for additional information regarding this transaction.

(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.

(5) 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.

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Year Ended December 31,

2024 2023 2022

($ in millions)

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Operating profit on lease portfolio sales $ 91.4 $ 57.3

$ 57.3 $ 82.8 $ 126.2

Operating profit margin on lease portfolio sales 22.9 % 15.9 %

(1) Excludes $1.3 million selling profit associated with sales-type leases for the year ended December 31, 2022.

Total revenues for the Railcar Leasing and Services Group increased by 5.5% for the year ended December 31, 2025 when compared to the year ended December 31, 2024.

Leasing and management revenues for the year ended December 31, 2024 were favorably impacted primarily by higher lease rates and net additions to the lease fleet, when compared to the year ended December 31, 2023.

Digital and logistics services revenues for the year ended December 31, 2024 decreased when compared to the prior year primarily due to a change in revenue recognition from gross basis to net basis based on our conclusion in the fourth quarter of 2023 that we are acting as an agent for certain services provided to a small number of customers.

See Note 1 of the Consolidated Financial Statements for further information on this change.

Total revenues for the Railcar Leasing and Services Group increased by 22.3% for the year ended December 31, 2023 when compared to the year ended December 31, 2022.

Leasing and management revenues for the year ended December 31, 2023 were favorably impacted primarily by higher lease rates, net additions to the lease fleet, and higher average utilization, which resulted in higher revenues when compared to the year ended December 31, 2022.

Digital and logistics services revenues for the year ended December 31, 2023 were favorably impacted by the acquisition of RSI.

Leasing and management revenues increased by 5.9% for the year ended December 31, 2025 when compared to the prior year primarily due to higher lease rates and net additions to the lease fleet.

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

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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 maintenance services revenues line above and are not eliminated in consolidation.

Revenues in our maintenance services business increased for the year ended December 31, 2024 as a result of higher volumes of repairs completed for third parties, including our investor-owned fleet, as well as favorable pricing.

Revenues in our maintenance services business increased for the year ended December 31, 2023 as a result of higher volumes of repairs completed for third parties.

Cost of revenues for the Railcar Leasing and Services Group increased by 5.5% for the year ended December 31, 2024 when compared to the year ended December 31, 2023.

In our maintenance services business, cost of revenues increased for the year ended December 31, 2024 as a result of the volume of external repairs.

Cost of revenues for the year ended December 31, 2024 was also impacted by the gross basis to net basis change in our digital and logistics services business described above.

Cost of revenues for the Railcar Leasing and Services Group increased by 19.4% for the year ended December 31, 2023 when compared to the year ended December 31, 2022.

In our maintenance services business, cost of revenues increased for the year ended December 31, 2023 as a result of a higher volume of external repairs, and continued to be impacted by labor shortages leading to operating inefficiencies.

Cost of revenues were further increased for the year ended December 31, 2023 by the acquisition of RSI.

Leasing Group operating profit for the year ended December 31, 2024 increased by 6.1% primarily due to higher lease rates and net additions to the lease fleet, and a higher volume of external repairs and favorable pricing in the maintenance services business, partially offset by lower gains on lease portfolio sales and higher employee-related costs, including increased incentive-based compensation.

Leasing Group operating profit for the year ended December 31, 2023 increased by 8.9% primarily due to higher lease rates, net additions to the lease fleet, and higher average utilization, as well as a higher volume of external repairs in the maintenance services business.

These increases were partially offset by lower lease portfolio sales volume, higher maintenance and compliance costs, and labor shortages leading to operating inefficiencies in our maintenance services business.

Operating profit for the years ended December 31, 2024, 2023, and 2022 was favorably impacted by gains of $2.7 million, $6.3 million, and $7.5 million, respectively, related to insurance recoveries in excess of net book value for assets damaged at the Company’s facility in Cartersville, Georgia in two separate events.

Revenues in our maintenance services business increased by 5.7% for the year ended December 31, 2025 when compared to the prior year as a result of favorable pricing, partially offset by a lower volume of external repairs.

Cost of revenues for the Railcar Leasing and Services Group increased by 8.5% for the year ended December 31, 2025 when compared to the year ended December 31, 2024 primarily due to higher maintenance and compliance costs for the lease fleet, increased deprecation, and operational inefficiencies in the maintenance services business.

Leasing Group operating profit for the year ended December 31, 2025 increased by 52.7% primarily due to the gain on the divestiture of Triumph, higher gains on lease portfolio sales, and higher lease rates, partially offset by higher maintenance and compliance costs for the lease fleet.

Operating profit for the year ended December 31, 2024 was favorably impacted by gains of $2.7 million related to insurance recoveries in excess of net book value for assets damaged by a fire at the Company’s facility in Cartersville, Georgia.

See Note 15 of the Consolidated Financial Statements for more information.

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long-term recourse debt;

long-term non-recourse promissory notes;

long-term non-recourse promissory notes and term loans;

or third-party equity.

Information regarding the Leasing Group’s lease fleet is as follows:

December 31, 2024 December 31, 2023 December 31, 2022

December 31, 2025 December 31, 2024

Number of railcars:

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44,785 34,230

146,270 143,865

Company-owned railcars (4) :

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Fleet utilization 97.1 % 97.0 %

(1) Includes 2,240 railcars, 2,495 railcars, and 2,810 railcars under leased-in arrangements as of December 31, 2024, 2023, and 2022, respectively.

(1) Includes 2,230 railcars and 2,240 railcars under leased-in arrangements as of December 31, 2025 and 2024, respectively.

(2) Approximately 6,235 railcars were transferred from partially-owned to wholly-owned related to the acquisition of the noncontrolling interest in RIV 2013 as of December 31, 2025.

(3) Approximately 10,850 railcars were transferred from partially-owned to investor-owned related to the divestiture of Triumph as of December 31, 2025.

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

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Year Ended December 31, Percent Change

2024 2023 2022 2024 versus 2023

2023 versus 2022

($ in millions)

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36.5 32.8 11.3 %

Gains (losses) on dispositions of property 0.1 (0.3) (0.9) * *

Gains on dispositions of property 1.0 0.1 *

Operating profit $ 74.3 $ 189.4 (60.8) %

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Includes sustainable railcar conversion revenues of $82.3 million, representing 1,095 railcars, for the year ended December 31, 2024.

Includes sustainable railcar conversion revenues of $163.7 million, representing 1,725 railcars, for the year ended December 31, 2022.

Revenues for the Rail Products Group decreased for the year ended December 31, 2024 by 1.9% when compared to the prior year primarily as a result of a lower volume of sustainable railcar conversions, partially offset by the mix of railcars sold.

Revenues for the Rail Products Group increased for the year ended December 31, 2023 by 31.5% when compared to the year ended December 31, 2022 primarily as a result of higher deliveries and favorable pricing, partially offset by the mix of railcars sold.

Increases in the parts and components business were driven by the growth of our parts business as a result of the acquisition of Holden America.

Cost of revenues for the Rail Products Group decreased for the year ended December 31, 2024 by 5.4% when compared to the prior year primarily due to a lower volume of sustainable railcar conversions, improved labor efficiencies, and operational efficiencies associated with reduced production line changeovers and fewer supply chain disruptions.

These decreases were partially offset by the mix of railcars sold when compared to the prior year.

Cost of revenues for the Rail Products Group increased for the year ended December 31, 2023 by 30.5% when compared to the year ended December 31, 2022 primarily driven by higher deliveries, the impact of foreign currency fluctuations, and labor inefficiencies associated with onboarding of new employees.

Additionally, cost of revenues was unfavorably impacted by operational inefficiencies associated with production line changeovers and supply chain disruptions, including the U.S.-Mexico border closures and border congestion.

Operating profit for the Rail Products Group increased for the year ended December 31, 2024 by 68.2% when compared to the prior year primarily due to improved labor and operational efficiencies and the mix of railcars sold.

Operating profit for the Rail Products Group increased for the year ended December 31, 2023 by 71.6% when compared to the year ended December 31, 2022 primarily as a result of higher deliveries and favorable pricing, partially offset by the mix of railcars sold, the impact of foreign currency fluctuations, supply chain disruptions, and operational and labor inefficiencies.

Revenues and cost of revenues for the Rail Products Group decreased for the year ended December 31, 2025 by 41.6% and 40.7%, respectively, when compared to the prior year primarily due to lower deliveries.

Operating profit for the Rail Products Group decreased for the year ended December 31, 2025 by 60.8% when compared to the prior year primarily due to lower deliveries, reduced overhead absorption due to lower production volumes, costs associated with workforce reductions, and higher selling, engineering, and administrative expenses due to credit loss expense associated with an aged customer receivable, partially offset by a higher mix of, and production efficiencies associated with, high-margin specialty railcars.

Information related to our Rail Products Group backlog of new railcars is as follows.

In addition to the amounts below, as of December 31, 2025, our backlog related to sustainable railcar conversions totaled $35.2 million, representing 270 railcars.

December 31, Percent Change

2024 2023 2022 2024 versus 2023

2023 versus 2022

(in millions)

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Leasing Group

250.3 304.4 458.9

Total $ 1,661.6 $ 2,145.5 (22.6) %

Year Ended December 31, Percent Change

2024 2023 2022 2024 versus 2023

2023 versus 2022

Beginning balance 16,005 25,890

Orders received 5,155 7,685 (32.9) %

7,685 11,500 31,905 (33.2) % (64.0) %

Deliveries (1)

(9,500) (17,570) (45.9) %

Other adjustments (3)

— (525) (300)

Ending balance 11,660 16,005 (27.1) %

Average selling price in ending backlog $ 142,504 $ 134,052 6.3 %

(1) Orders received for the year ended December 31, 2022 include 15,000 railcars valued at approximately $1.8 billion associated with a long-term railcar supply agreement with GATX Corporation ("GATX").

(1) Deliveries for the year ended December 31, 2024 included approximately 1,300 railcar shipments that were delayed at the end of 2023 due to the U.S.-Mexico border closure and delivered during the first half of 2024.

(3) The adjustment for the year ended December 31, 2023 includes 160 railcars valued at $19.2 million that were placed with a different customer and are also included in orders received in the table above, resulting in no net effect on ending backlog, as well as 365 railcars valued at $33.4 million that were removed from the new railcar backlog by mutual agreement with customers.

The adjustment for the year ended December 31, 2022 includes 300 railcars valued at $34.6 million that were removed from the new railcar backlog and shifted to the sustainable railcar conversion backlog.

Total backlog dollars for the year ended December 31, 2025 decreased by 22.6% when compared to the prior year.

Total backlog dollars for the year ended December 31, 2023 decreased by 18.0% when compared to December 31, 2022.

The ending backlog as of December 31, 2022 included approximately $1.8 billion associated with a long-term railcar supply agreement with GATX.

We expect to deliver approximately 49% of our railcar backlog value during 2026, with the remainder to be delivered through 2028.

The orders in our 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.

The final amount of backlog attributable to the Leasing Group may vary by the time of delivery as customers may elect to modify their procurement decision.

Transactions between the Rail Products Group and the Leasing Group are as follows:

Year Ended December 31,

2024 2023 2022

($ in millions)

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Year Ended December 31, Percent Change

2024 2023 2022 2024 versus 2023

2023 versus 2022

(in millions)

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* Not meaningful

Selling, engineering, and administrative expenses for the year ended December 31, 2024 increased 15.1%, compared to the prior year primarily from higher employee-related costs, including increased incentive-based compensation and costs associated with workforce reductions to improve our cost structure, as well as continued investments in technology.

Selling, engineering, and administrative expenses for the year ended December 31, 2023 increased 12.6%, compared to the year ended December 31, 2022 primarily from higher employee-related costs, as well as the change in estimated fair value of additional contingent consideration associated with an acquisition.

Total operating costs during each of the years ended December 31, 2024, 2023, and 2022 were favorably impacted by gains associated with the disposition of non-operating facilities.

Selling, engineering, and administrative expenses for the year ended December 31, 2025 decreased by 9.5% when compared to the prior year primarily from lower employee-related costs and lower consulting costs, partially offset by incentive compensation expense related to the gain on the divestiture of Triumph and costs associated with workforce reductions.

Total operating costs during the year ended December 31, 2025 were favorably impacted by gains associated with the disposition of non-operating facilities.

As we continue to streamline our operational footprint, we may have additional gains or losses on the disposition of other non-operating facilities.

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and short-term debt, long-term debt, and equity.

Debt instruments that we have utilized include the TILC warehouse loan facility, senior notes, convertible subordinated notes, asset-backed securities, non-recourse promissory notes, and our revolving credit facility.

As of December 31, 2024, we have total committed liquidity of $987.4 million.

Debt instruments that we have utilized include the TILC warehouse loan facility, senior notes, convertible subordinated notes, non-recourse asset-backed securities, non-recourse promissory notes and term loans, and our revolving credit facility.

As of December 31, 2025, we have total committed liquidity of $1.1 billion.

Our total available liquidity includes:

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We believe we have access to adequate capital resources to fund operating requirements and are an active participant in the capital markets.

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 expect a positive impact on our operating cash flows as a result of the expected refund of estimated tax payments previously made, as well as lower cash tax outlays in both the current and future years.

Our material cash requirements from known contractual or other obligations primarily include principal and interest payments on debt, payments on operating leases, and purchase obligations as part of the normal course of business.

See Note 9 of the Consolidated Financial Statements for information regarding scheduled maturities of our debt.

We intend to use cash from operations and our available liquidity to repay or refinance our 2017 promissory notes.

We intend to use cash from operations and our available liquidity to repay or refinance our secured railcar equipment notes coming due in the next twelve months.

Interest payable associated with our debt due in the next twelve months is approximately $244.8 million, with $572.5 million due thereafter.

See Note 1 and Note 6 of the Consolidated Financial Statements for further information on operating leases.

See Note 1 of the Consolidated Financial Statements for further information on operating leases.

Other contractual obligations are enforceable and legally binding and primarily consist of raw materials and components, equipment, and third-party services for which purchase orders have been issued.

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Liquidity Highlights

TILC Warehouse Loan Facility – In March 2024, we entered into a new TILC 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.

Advances under the facility bear interest at one-month term SOFR plus a facility margin of 1.75%.

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

TRL-2024 Secured Railcar Equipment Notes – In May 2024, TRL-2021 issued $432.4 million of its Series 2024-1 Class A Green Secured Railcar Equipment Notes.

These notes bear interest at a fixed rate of 5.78% and have a stated final maturity date of 2054.

Net proceeds received from the transaction were used to repay borrowings under TILC's warehouse loan facility, to redeem the outstanding debt of the TRL VII Notes, and for general corporate purposes.

Redemption of TRL-VII Secured Railcar Equipment Notes – In May 2024, 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.

Senior Notes due 2028 – In June 2024, we issued an additional $200.0 million aggregate principal amount of 7.75% senior notes due July 2028, which increased the aggregate principal amount from $400.0 million to $600.0 million.

Interest on the Additional Senior Notes is payable semiannually commencing July 15, 2024.

Net proceeds received from the issuance, together with cash on hand, were used to repay our Senior Notes due 2024, and to pay related fees, costs, premiums, and expenses in connection with the issuance.

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

TRL-2023 Term Loan – In April 2025, TRL-2023 entered into an amended and restated 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%.

Net proceeds received from the transaction were used to redeem the outstanding borrowings of TRL-2017, to repay borrowings under TILC's warehouse loan facility, and for general corporate purposes.

Redemption of TRL-2017 Promissory Notes – In April 2025, we redeemed in full the TRL-2017 promissory notes, of which $616.0 million was outstanding at the redemption date.

The interest rate for the TRL-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%.

TRL-2025 Secured Railcar Equipment Notes – In October 2025, TRL-2025 issued an aggregate principal amount of $535.2 million of its Series 2025-1 Green Secured Railcar Equipment Notes.

These notes bear interest at an all-in interest rate of 5.11% and have a stated final maturity date of 2055.

Net proceeds received from the transaction were used to repay borrowings under TILC's warehouse loan facility, to redeem the outstanding debt of TRL-2010, and for general corporate purposes.

Redemption of TRL-2010 Secured Railcar Equipment Notes – In October 2025, we redeemed in full the TRL-2010 secured railcar equipment notes, of which $133.8 million was outstanding at the redemption date.

The all-in interest rate for the TRL-2010 Notes was 5.19% per annum.

See Note 9 of the Consolidated Financial Statements for additional information regarding these debt transactions.

Dividend Payments – In December 2025, our Board of Directors declared an increase to our quarterly dividend from $0.30 per share to $0.31 per share.

We paid $93.2 million in dividends to our common stockholders during the year ended December 31, 2024.

Share Repurchase Authorization – In December 2022, our Board of Directors authorized a share repurchase program effective December 9, 2022 with no expiration.

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

During the year ended December 31, 2024, share repurchases totaled 608,052 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.

The following table summarizes our cash flows from operating, investing, and financing activities for the years ended December 31, 2025 and 2024:

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(Increase) decrease in receivables, inventories, and other assets $ (9.5) $ 191.9

(Increase) decrease in income tax receivable (25.1) 2.8

Increase (decrease) in accounts payable, accrued liabilities, and other liabilities (11.6) (26.6)

Changes in operating assets and liabilities $ (46.2) $ 168.1

The changes in our operating assets and liabilities resulted in a net source of $168.1 million for the year ended December 31, 2024, as compared to a net use of $20.6 million for the year ended December 31, 2023.

The changes in operating assets and liabilities for the current year period were impacted primarily by lower inventory balances associated with railcar deliveries.

The changes in our operating assets and liabilities resulted in a net use of $46.2 million for the year ended December 31, 2025, as compared to a net source of $168.1 million for the year ended December 31, 2024.

The changes in operating assets and liabilities were impacted primarily by higher railcar deliveries in the prior year and the purchase of tax credits for $38.4 million in the current year.

Investing Activities.

Net cash used in investing activities from continuing operations for the year ended December 31, 2024 was $214.6 million compared to $363.0 million of net cash used in investing activities from continuing operations for the year ended December 31, 2023.

Net cash used in investing activities for the year ended December 31, 2025 was $385.6 million compared to $214.6 million of net cash used in investing activities for the year ended December 31, 2024.

Significant investing activities are as follows:

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and is net of proceeds from lease portfolio sales.

• During the year ended December 31, 2023, we acquired a company that is a provider of proprietary software and logistics and terminal management solutions for net cash of $62.6 million.

We had no acquisitions during the year ended December 31, 2024.

Financing Activities.

Net cash used in financing activities during the year ended December 31, 2024 was $219.9 million compared to $8.2 million of net cash provided by financing activities for the same period in 2023.

Net cash used in financing activities during the year ended December 31, 2025 was $24.9 million compared to $219.9 million of net cash used in financing activities for the same period in 2024.

Significant financing activities are as follows:

• During the year ended December 31, 2024, we had total borrowings of $1,970.4 million and total repayments of $2,050.5 million, for net repayments of $80.1 million, primarily from the redemption of the Senior Notes due 2024 and the TRL VII Notes, partially offset by debt proceeds to support our investment in the lease fleet and for general corporate purposes.

During the year ended December 31, 2023, we had total borrowings of $1,652.7 million and total repayments of $1,518.9 million, for net proceeds of $133.8 million, primarily from debt proceeds for general corporate purposes and to support our investment in the lease fleet.

• During the year ended December 31, 2025, we had total borrowings of $1,943.7 million and total repayments of $1,763.7 million, for net proceeds of $180.0 million, to support our investment in the lease fleet and for general corporate purposes.

During the year ended December 31, 2024, we had total repayments of $2,050.5 million and total borrowings of $1,970.4 million, for net repayments of $80.1 million, primarily from the redemption of corporate debt, partially offset by debt proceeds to support our investment in the lease fleet and for general corporate purposes.

• We paid $98.7 million and $93.2 million in dividends to our common stockholders during the years ended December 31, 2025 and 2024, respectively.

See Part II, Item 7 of our 2023 Annual Report on Form 10-K for a discussion of our liquidity and capital resources for the year ended December 31, 2023, including a comparison to the year ended December 31, 2022.

• During the year ended December 31, 2025, we repurchased common stock totaling $71.3 million, resulting in a remaining authorization to repurchase up to $157.7 million of our common stock under the share repurchase program as of December 31, 2025.

During the year ended December 31, 2024, we repurchased common stock totaling $20.7 million under the share repurchase program.

Current Debt Obligations

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(1) Defined as the ratio of consolidated total indebtedness to consolidated earnings before interest, taxes, depreciation and amortization ("EBITDA") for the Borrower and its restricted subsidiaries for the period of four consecutive quarters ending with December 31, 2025.

(2) Defined as the ratio of the difference of (A) consolidated EBITDA less (B) consolidated capital expenditures – manufacturing and other to consolidated interest expense to the extent paid in cash, in each case for the Borrower and its restricted subsidiaries for the period of four consecutive quarters ending with December 31, 2024.

(2) Defined as the ratio of the difference of (A) consolidated EBITDA less (B) consolidated capital expenditures – operating and administrative to consolidated interest expense to the extent paid in cash, in each case for the Borrower and its restricted subsidiaries for the period of four consecutive quarters ending with December 31, 2025.

As of December 31, 2025, we were in compliance with all such financial covenants.

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Capital Expenditures

Capital expenditures for 2024 were $595.7 million with $541.9 million utilized for net lease fleet additions, which includes new railcar additions, sustainable railcar conversions, railcar modifications, and other betterments, net of deferred profit, as well as secondary market purchases.

Capital expenditures for 2025 were $794.9 million with $749.3 million utilized for net lease fleet additions, which includes new railcar additions, railcar modifications, and other betterments, net of deferred profit, as well as secondary market purchases.

Proceeds from lease portfolio sales totaled $399.3 million, resulting in a net fleet investment of $350.0 million.

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Off Balance Sheet Arrangements

As of December 31, 2024, we had outstanding letters of credit issued under our revolving credit facility in an aggregate amount of $8.7 million, which are scheduled to expire beginning in April 2025.

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

As of December 31, 2025, we had outstanding letters of credit issued under our revolving credit facility in an aggregate amount of $7.3 million, which support performance bonds related to certain railcar orders.

See Note 9 of the Consolidated Financial Statements for further information about our corporate revolving credit facility.

Additionally, we had a letter of credit issued outside our revolving credit facility for $8.5 million.

This letter of credit obligation replaces a required cash liquidity reserve to support the TILC warehouse loan facility and renews by its terms each year.

Additionally, we had a letter of credit issued outside our revolving credit facility for $8.5 million to satisfy a liquidity reserve requirement associated with our TILC warehouse loan facility, which renews by its terms each year.

Employee Retirement Plans

As disclosed in Note 11 of the Consolidated Financial Statements, as of December 31, 2024, the benefit obligation associated with our nonqualified retirement plan totaled $10.5 million.

We sponsor a 401(k) plan that covers substantially all domestic employees and includes a Company matching contribution of up to 6% each of eligible compensation, subject to a two-year cliff vesting period, as well as the Trinity Industries, Inc.

Deferred Compensation Plan.

Employer contributions to the 401(k) plan and the Trinity Industries, Inc.

Deferred Compensation Plan for the year ending December 31, 2025 are expected to be $12.3 million, compared to $11.8 million contributed during 2024.

We sponsor a 401(k) plan that covers substantially all eligible domestic employees, as well as a defined benefit plan that is frozen to new participants.

See Note 11 of the Consolidated Financial Statements for further information.

Stock-Based Compensation

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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.

Indefinite-lived intangible assets, which are comprised of trade names of recently acquired businesses, totaled $11.2 million as of December 31, 2024.

Indefinite-lived intangible assets, which are comprised of trade names of acquired businesses, totaled $11.2 million as of December 31, 2025.

Judgment and/or Uncertainty When performing a qualitative assessment, we determine the drivers of fair value for each reporting unit and for each indefinite-lived intangible asset and evaluate whether those drivers have been positively or negatively affected by relevant events and circumstances since the most recent quantitative assessment.

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

We have determined that we are the primary beneficiary for TRIP Holdings, RIV 2013, and Trinity Global Ventures Limited.

We have determined that we are the primary beneficiary for TRIP Holdings and Trinity Global Ventures Limited.

At December 31, 2025, the carrying value of our investments in these entities totaled $39.0 million.

Additionally, as a result of a December 2025 railcar partnership restructuring, RIV 2013, which was previously a consolidated variable interest entity in which we were the primary beneficiary, is now a wholly-owned subsidiary of the Company.

We have determined that we are not the primary beneficiary for Signal Rail Holdings LLC or certain other entities in which we have an equity interest.

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restructuring activities, net;

interest expense, net;

and the income tax effects of the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act");

and interest expense, net;

and (ii) the denominator is calculated as average Trinity stockholders’ equity (which excludes noncontrolling interest).

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Restructuring activities, net — 3.4 (1.6)

3.4 (1.6) 0.7

Interest expense, net (3)

— (0.9) (1.1)

Income tax effect of CARES Act — — (0.6)

Adjusted Net Income $ 260.3 $ 153.1 $ 115.0

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See Note 15 of the Consolidated Financial Statements for more information.

(3) For the year ended December 31, 2022, the effective tax rate for gains on dispositions of other property;

restructuring activities, net;

and interest expense, net is before consideration of the CARES Act.

(3) Represents interest income accretion related to a seller-financing agreement associated with the sale of certain non-operating assets.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis