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What changed in TRINITY INDUSTRIES INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of TRINITY INDUSTRIES INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+177 added−215 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-20)

Top changes in TRINITY INDUSTRIES INC's 2025 10-K

177 paragraphs added · 215 removed · 150 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeUnless otherwise stated, any reference to income statement items in this Annual Report on Form 10-K (the "Form 10-K") refers to results from continuing operations. Reportable Segments Effective January 1, 2024, the Company modified its organizational structure to better leverage our maintenance services capabilities to support lease fleet optimization and to grow our services and parts businesses.
Biggest changeUnless otherwise stated, any reference to income statement items in this Annual Report on Form 10-K (the "Form 10-K") refers to results from continuing operations.
Reportable Segments Railcar Leasing and Services Group Rail Products Group 5 Table of Contents Business Overview and Current Business Strategy Our purpose is delivering goods for the good of all by being a premier provider of railcar products and services.
Reportable Segments Reportable Segments Railcar Leasing and Services Group Rail Products Group 5 Table of Contents Business Overview and Current Business Strategy Our purpose is delivering goods for the good of all by being a premier provider of railcar products and services.
We believe our Rail Products Group's diversified manufacturing capabilities enable us to capitalize on changing industry trends and developing opportunities in various markets. Our customers include railroads, leasing companies, and industrial shippers of products in various markets, such as refined products and chemicals, energy, agriculture, construction and metals, and consumer products.
We believe our Rail Products Group's diversified manufacturing capabilities enable us to capitalize on changing industry trends and developing opportunities . Our customers include railroads, leasing companies, and industrial shippers of products in various markets, such as refined products and chemicals, energy, agriculture, construction and metals, and consumer products.
Additional information on our human capital programs and initiatives is included in our Interim Corporate Social Responsibility Report, which is available on our website. Information contained on our website is not included in, or incorporated by reference into, this Annual Report on Form 10-K. 8 Table of Contents Safety.
Additional information on our human capital programs and initiatives is included in our Corporate Social Responsibility Report, which is available on our website. Information contained on our website is not included in, or incorporated by reference into, this Annual Report on Form 10-K. 8 Table of Contents Safety.
Additionally, we are a certified partner through the American Chemistry Council’s Responsible Care® Management System, which guides the continual improvement of our environmental, health, and safety practices and performance. Workforce Talent and Diversity.
Additionally, we are a certified partner through the American Chemistry Council’s Responsible Care® Management System, which guides the continual improvement of our environmental, health, and safety practices and performance. Workforce Talent.
We have focused our governance practices to promote best-in-class leadership, diversity, independence, and stockholder-aligned incentive practices at the most senior levels. Our Board of Directors includes an independent Chairman and diverse and independent Board members who help ensure that our business strategies and programs, including our compensation program, are aligned with stakeholder interests.
We have focused our governance practices to promote best-in-class leadership, diversity in backgrounds and expertise, independence, and stockholder-aligned incentive practices at the most senior levels. Our Board of Directors includes an independent Chairman and diverse and independent Board members who help ensure that our business strategies and programs, including our compensation program, are aligned with stakeholder interests.
We are committed to promoting human rights and strive to ensure that the products and services provided by the Company and our third-party business partners are ethically sourced and do not breach human rights laws in countries in which they originate nor the internationally recognized human rights framed under the Universal Declaration of Human Rights and the relevant sections of the UN Guiding Principles on Business and Human Rights.
We strive to ensure that the products and services provided by the Company and our third-party business partners are ethically sourced and do not breach human rights laws in countries in which they originate nor the internationally recognized human rights framed under the Universal Declaration of Human Rights and the relevant sections of the UN Guiding Principles on Business and Human Rights.
We are committed to attracting and retaining highly skilled and diverse employees and are proud that our workforce is made up of talented people from a variety of backgrounds. We strive to uphold this commitment throughout the Company, including through all stages of our human resources process, from recruitment and hiring to talent retention.
We are committed to attracting and retaining highly skilled and diverse employees and are proud that our workforce is made up of talented people with a variety of backgrounds and experiences. We strive to uphold this commitment throughout the Company, including through all stages of our human resources process, from recruitment and hiring to talent retention.
Our Railcar Leasing and Services Group ("Leasing Group") is a leading provider in North America of comprehensive railcar industry services. Through wholly-owned subsidiaries, including Trinity Industries Leasing Company ("TILC"), and partially-owned subsidiaries, including TRIP Rail Holdings LLC (“TRIP Holdings”) and RIV 2013 Rail Holdings LLC ("RIV 2013"), we primarily offer full-service operating leases for freight and tank railcars.
Our Railcar Leasing and Services Group ("Leasing Group") is a leading provider in North America of comprehensive railcar industry services. Through wholly-owned subsidiaries, including Trinity Industries Leasing Company ("TILC"), and a partially-owned subsidiary, TRIP Rail Holdings LLC (“TRIP Holdings”), we primarily offer full-service operating leases for freight and tank railcars.
The principal material used in railcar manufacturing is steel. During 2024, the supply of steel was sufficient to support our manufacturing requirements. Steel prices are subject to volatility and are a major component of our cost of revenues.
The principal material used in railcar manufacturing is steel. During 2025, the supply of steel was sufficient to support our manufacturing requirements. Steel prices are subject to volatility and are a major component of our cost of revenues.
The Finance and Risk Committee receives and oversees environmental, health, and safety reporting and has the responsibility to review and assess risk exposure related to the Company's operations, including safety, environmental, financial, contingent liabilities, and other risks material to the Company. The Audit Committee oversees the Company’s policies and procedures relating to risk assessment, management, and mitigation.
The Finance and Risk Committee has the responsibility to review and assess risk exposure related to the Company's operations, including safety, environmental, financial, contingent liabilities, and other risks material to the Company. The Audit Committee oversees the Company’s policies and procedures relating to risk assessment, management, and mitigation. Green Financing Framework .
We believe that our investment in our maintenance services capabilities extends and enhances our ability to serve our lease fleet and our customers. We compete in the North American market against numerous maintenance services providers.
We believe that our maintenance services capabilities extend and enhance our ability to serve our lease fleet and our customers. We compete in the North American market against numerous maintenance services providers.
Green Financing Framework . As part of our sustainability efforts, TILC issued its Green Financing Framework in January 2021 supported by a second-party opinion from Sustainalytics, a Morningstar Company and a globally-recognized provider of environmental, social, and governance research, ratings, and data.
As part of our sustainability efforts, the Company updated its Green Financing Framework in June 2025 supported by a second-party opinion from Sustainalytics, a Morningstar Company and a globally-recognized provider of environmental, social, and governance research, ratings, and data.
Mitchell 59 Executive Vice President, Leasing and Services 2007 Kevin Poet 58 Executive Vice President, Operations and Support Services 2020 Ms. Savage has served as the Company’s Chief Executive Officer and President since 2020, and has served as a member of the Company’s Board of Directors since 2018.
Maldonado 43 Vice President and Chief Accounting Officer 2024 Kevin Poet 59 Executive Vice President, Operations and Support Services 2020 Ms. Savage has served as the Company’s Chief Executive Officer and President since 2020, and has served as a member of the Company’s Board of Directors since 2018.
(1) Data presented in this chart includes wholly-owned railcars, partially-owned railcars, and railcars under leased-in arrangements, which totaled 109,635 railcars as of December 31, 2024. 7 Table of Contents Rail Products Group .
(2) Data presented in this chart includes wholly-owned railcars, partially-owned railcars, and railcars under leased-in arrangements, which totaled 101,485 railcars as of December 31, 2025. 7 Table of Contents Rail Products Group .
In accordance with the International Capital Market Association's Green Bond Principles, 2018 and the Loan Syndications and Trading Association's Green Loan Principles, 2020, TILC manages and reports on eligible projects and assets to existing debt holders.
In accordance with the International Capital Market Association's Green Bond Principles, 2021 and the Loan Syndications and Green Loan Principles 2025 administered by the Loan Market Association, the Asia Pacific Loan Market Association, and the Loan Syndications and Trading Association, TILC manages and reports on eligible projects and assets to existing debt holders.
As of December 31, 2024, the lease fleet of our subsidiaries included 109,635 railcars that were 97.0% utilized, of which 107,395 railcars were owned by TILC or its affiliates and 2,240 railcars were under leased-in arrangements and are not reflected in the property, plant, and equipment amounts reported on our Consolidated Balance Sheets.
As of December 31, 2025, the lease fleet of our subsidiaries included 101,485 railcars that were 97.1% utilized, of which 99,255 railcars were owned by TILC or its affiliates and 2,230 railcars were under leased-in arrangements and are not reflected in the property, plant, and equipment amounts reported on our Consolidated Balance Sheets.
Maldonado began her career in the audit practice of Deloitte & Touche LLP and is a licensed certified public accountant in the State of Texas. Mr. Mitchell has served as Executive Vice President, Leasing and Services since January 2024.
Maldonado began her career in the audit practice of Deloitte & Touche LLP and is a licensed certified public accountant in the State of Texas. Mr. Poet has served as Executive Vice President, Operations and Support Services since 2022, having previously served as Executive Vice President, Support Services since 2020.
All officer terms expire in May 2025. Name Age Office Officer Since E. Jean Savage 61 Chief Executive Officer and President 2020 Eric R. Marchetto 55 Executive Vice President and Chief Financial Officer 2001 Scott M. Ewing 52 Executive Vice President and Chief Legal Officer 2020 Christina N. Maldonado 42 Vice President and Chief Accounting Officer 2024 Gregory B.
All officer terms expire in May 2026. Name Age Office Officer Since E. Jean Savage 62 Chief Executive Officer and President 2020 Eric R. Marchetto 56 Executive Vice President and Chief Financial Officer 2001 Scott M. Ewing 53 Executive Vice President and Chief Legal Officer 2020 Christina N.
The following table presents the approximate headcount breakdown of employees by reportable segment as of December 31, 2024: Railcar Leasing and Services Group 1,685 Rail Products Group 5,040 Corporate and Enterprise Support 655 7,380 As of December 31, 2024, approximately 2,890 employees were employed in the U.S. and 4,490 were employed in Mexico.
The following table presents the approximate headcount breakdown of employees by reportable segment as of December 31, 2025: Railcar Leasing and Services Group 1,650 Rail Products Group 3,880 Corporate and Enterprise Support 580 6,110 As of December 31, 2025, approximately 2,650 employees were employed in the U.S. and 3,460 were employed in Mexico.
Railcars under management, including those owned by third-party investors, totaled 143,865 railcars. Lease Fleet Diversification The following charts provide additional information with respect to the number of railcars in the Company's lease fleet.
Railcars under management, including those owned by third-party investors, totaled 146,270 railcars. Lease Fleet Diversification The following charts provide additional information with respect to the number of railcars in our lease fleet. (1) 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.
Removed
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.
Added
Previously, RIV 2013 Rail Holdings LLC ("RIV 2013") was a partially-owned subsidiary in the Leasing Group. In December 2025, as a result of a railcar partnership restructuring, RIV 2013 is now a wholly-owned subsidiary in the Leasing Group. See Note 6 of the Consolidated Financial Statements for additional information regarding this transaction.
Removed
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.
Added
Approximately 10,850 railcars were transferred from partially-owned to investor-owned related to the divestiture of Triumph Rail Holdings LLC as of December 31, 2025. See Note 6 of the Consolidated Financial Statements for more information on these transactions.
Removed
He served as Executive Vice President and Chief Commercial Officer from 2020 to 2023, having served as Chief Commercial Officer of TrinityRail since 2019. In 2018, he was named Chairman of Trinity Highway Products and Trinity Logistics.
Removed
Prior to joining Trinity in 2007, he served as an executive or in senior leadership in supply chain for companies such as Glazers Corporation, Gap Inc., and Wal-Mart. Mr. Poet has served as Executive Vice President, Operations and Support Services since 2022, having previously served as Executive Vice President, Support Services since 2020.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFuture limitations on the availability (including limitations imposed by increased regulation or restrictions on rail, road, and pipeline transportation of energy supplies) or consumption of petroleum products and/or an increase in energy costs, particularly natural gas for plant operations and diesel fuel for vehicles and plant equipment, could have an adverse effect upon our ability to conduct our business cost effectively.
Biggest changeFuture limitations on the availability (including limitations imposed by increased regulation or restrictions on rail, road, and pipeline transportation of energy supplies) or consumption of petroleum products and/or an increase in energy costs, particularly natural gas for plant operations and diesel fuel for vehicles and plant equipment, could have an adverse effect upon our ability to conduct our business cost effectively. 15 Table of Contents Our inability to produce, protect and disseminate relevant and/or reliable data and information pertaining to our business in an efficient, cost-effective, secure, and well-controlled fashion may have significant negative impacts on confidentiality requirements and obligations and trade secret or other proprietary needs and expectations and, therefore, our future operations, profitability, and competitive position.
As a result of our debt and debt service obligations, we face increased risks regarding, among other things, the following: (i) borrowing additional amounts or refinancing existing indebtedness may be limited or more costly; (ii) our available cash flow after satisfying our debt obligations due to a portion of our cash flow being needed to pay principal and interest on our debt; (iii) being at a competitive disadvantage relative to our competitors that have greater financial resources or more flexible capital structures than us; (iv) our exposure to increased interest rates for our borrowings that are at variable interest rates; (v) restrictive covenants under our indebtedness restricting our financial and operating flexibility; and (iv) although the parent entity has not secured any debt with its assets, our subsidiaries that have issued debt have pledged their specific assets to secure such indebtedness, and such assets could be foreclosed upon in connection with an event of default.
As a result of our debt and debt service obligations, we face increased risks regarding, among other things, the following: (i) borrowing additional amounts or refinancing existing indebtedness may be limited or more costly; (ii) our available cash flow after satisfying our debt obligations due to a portion of our cash flow being needed to pay principal and interest on our debt; (iii) being at a competitive disadvantage relative to our competitors that have greater financial resources or more flexible capital structures than us; (iv) our exposure to increased interest rates for our borrowings that are at variable interest rates; (v) restrictive covenants under our indebtedness restricting our financial and operating flexibility; and (vi) although the parent entity has not secured any debt with its assets, our subsidiaries that have issued debt have pledged their specific assets to secure such indebtedness, and such assets could be foreclosed upon in connection with an event of default.
Any material failure or interruption of service, including potential disruption from periodic financial or operating system upgrades, could adversely affect our relations with suppliers and customers, place us in violation of confidentiality and data protection laws, rules, and regulations, and result in negative impacts to our market share, operations, profitability, and reputation.
Any material failure or interruption of service, including potential disruption from periodic financial or operating system upgrades, could adversely affect our relations with suppliers and customers, place us in violation of confidentiality and data privacy and protection laws, rules, and regulations, and result in negative impacts to our market share, operations, profitability, and reputation.
We may not be able to sustain our market leadership positions, which may impact our financial results. We face aggressive competition in the end markets we serve. In addition to price, we face competition in respect to product performance and technological innovation, quality, reliability of delivery, customer service, and other factors.
We may not be able to sustain our market leadership positions, which may impact our financial results. We face aggressive competition in the end markets we serve. In addition to price, we face competition in respect to product performance and innovation, quality, reliability of delivery, customer service, and other factors.
Changes in the price and demand for steel could lower our margins and profitability. The principal material used in our manufacturing segment is steel. Market steel prices exhibit periods of volatility. Steel prices may experience further volatility as a result of scrap surcharges assessed by our suppliers and other market factors.
Changes in the availability, price, and demand for steel could lower our margins and profitability. The principal material used in our manufacturing segment is steel. Market steel prices exhibit periods of volatility. Steel prices may experience further volatility as a result of scrap surcharges assessed by our suppliers and other market factors.
We have experienced, and may continue to experience, increases in the costs of steel, components, and certain other inputs that represent a substantial portion of our cost of revenues. We typically use contract-specific purchasing practices, existing supplier commitments, contractual price escalation provisions, and other arrangements with our customers to mitigate the effect of this volatility on our operating profit.
We have experienced increases in the costs of steel, components, and certain other inputs that represent a substantial portion of our cost of revenues. We typically use contract-specific purchasing practices, existing supplier commitments, contractual price escalation provisions, and other arrangements with our customers to mitigate the effect of this volatility on our operating profit.
An unanticipated interruption in our supply chain could have an adverse impact on both our margins and production schedules. 15 Table of Contents Reductions in the availability of energy supplies or an increase in energy costs may increase our operating costs. We use various gases, including natural gas, at our manufacturing facilities.
An unanticipated interruption in our supply chain could have an adverse impact on both our margins and production schedules. Reductions in the availability of energy supplies or an increase in energy costs may increase our operating costs. We use various gases, including natural gas, at our manufacturing facilities.
U.S. government actions relative to the federal budget, taxation policies, government expenditures, U.S. borrowing/debt ceiling limits, and trade policies, including tariffs, could adversely affect our business and operating results.
U.S. government actions relative to the federal budget, taxation policies, government expenditures, U.S. borrowing/debt ceiling limits, and trade policies, including both domestic and foreign tariffs, could adversely affect our business and operating results.
We face risks related to cybersecurity attacks and other breaches of our information systems and technology. We rely on the proper functioning and availability of our information technology systems, some of which are dependent on services provided by third parties, in operating our business.
We face risks related to cybersecurity attacks and other breaches of our information systems and technology, including those arising from our deployment and use of artificial intelligence ("AI") tools. We rely on the proper functioning and availability of our information technology systems, some of which are dependent on services provided by third parties, in operating our business.
Changes in accounting standards or inaccurate estimates or assumptions in the application of accounting policies could adversely affect our financial results . Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations.
See Note 15 of the Consolidated Financial Statements for further information on our potential exposure to environmental liabilities. Changes in accounting standards or inaccurate estimates or assumptions in the application of accounting policies could adversely affect our financial results . Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations.
Furthermore, any material change in the quotas, regulations, tariffs, or duties on imports imposed by the U.S. government and agencies, or on exports by the government of Mexico or its agencies, could affect our ability to export products that we manufacture in Mexico.
Furthermore, any material change in the quotas, regulations, tariffs, or duties on imports imposed by the U.S. government and agencies – including, but not limited to, tariffs imposed under Section 232 of the Trade Expansion Act of 1962, Section 301 of the Trade Act of 1974, or the International Emergency Economic Powers Act (IEEPA) – or on exports by the government of Mexico or its agencies, could affect our ability to export products that we manufacture in Mexico.
Some of these proposals would require industries to meet stringent new standards that may require substantial reductions in carbon emissions. While the Company cannot assess the direct impact of these or other potential regulations, we do recognize that new climate change protocols could affect demand for our products and/or affect the price of materials, input factors, and manufactured components.
While the Company cannot assess the direct impact of these or other potential regulations, we do recognize that climate change and any related protocols could affect demand for our products and/or affect the price of materials, input factors, and manufactured components.
We rely on information technology infrastructure and architecture, including hardware, network, software, people, and processes to provide useful and confidential information to conduct our business.
We rely on information technology infrastructure and architecture, including hardware, network, software, people, and processes, provided both internally and by third‑party service providers to deliver the secure, reliable, and confidential information necessary to conduct our business.
Some of our facilities are located in areas where demand for skilled laborers exceeds supply. We have experienced shortages of qualified employees and/or skilled labor and increased turnover at certain facilities, resulting in increased labor costs from temporary workers and operating inefficiencies.
We depend on skilled labor in the manufacture, maintenance, and repair of railcar products and on other qualified employees in all aspects of our business. We have experienced shortages of qualified employees and/or skilled labor and increased turnover at certain facilities, resulting in increased labor costs from temporary workers and operating inefficiencies.
There can be no assurance that we will continue to pay dividends at current levels or will repurchase shares of our common stock.
The initiation of any such litigation or an unfavorable result could have a material adverse effect on our financial condition and results of operations. There can be no assurance that we will continue to pay dividends at current levels or will repurchase shares of our common stock.
The impacts of such an economic downturn may magnify the adverse effect on our business. Shortages of skilled labor and/or qualified employees have adversely impacted and could continue to impact our operations. We depend on skilled labor in the manufacture, maintenance, and repair of railcar products and on other qualified employees in all aspects of our business.
As a result of the current macroeconomic environment, the North American railcar industry is experiencing reduced order volumes and backlog. The impacts of such an economic downturn may magnify the adverse effect on our business. Shortages of skilled labor and/or qualified employees could impact our operations.
Removed
Our inability to produce, protect and disseminate relevant and/or reliable data and information pertaining to our business in an efficient, cost-effective, secure, and well-controlled fashion may have significant negative impacts on confidentiality requirements and obligations and trade secret or other proprietary needs and expectations and, therefore, our future operations, profitability, and competitive position.
Added
Our use of AI tools in our business may introduce new or enhanced cybersecurity and data‑integrity risks, including vulnerabilities related to data inputs, model outputs, and reliance on third‑party AI platforms. Any failure of these AI systems, or any exploitation of AI‑related vulnerabilities, could increase the likelihood or impact of unauthorized access, data loss, or other security incidents.
Removed
See Note 15 of the Consolidated Financial Statements for further information on our potential exposure to environmental liabilities. Some of our customers place orders for our products in reliance on their ability to utilize tax benefits, which could be discontinued or allowed to expire without extension thereby reducing demand for certain of our products.
Added
Some of these proposals would require industries to meet stringent new standards that may require substantial reductions in carbon emissions.
Removed
There is no assurance that the U.S. government will reauthorize, modify, or otherwise not allow the expiration of tax benefits. For example, changes to income tax laws and regulations have resulted in the phase-out of bonus depreciation, which began in 2023 and will continue through 2026.
Removed
In such instances where benefits are allowed to expire or are otherwise modified or discontinued, the demand for our products could decrease, thereby creating the potential for a material adverse effect on our financial condition or results of operations.
Removed
The initiation of any such litigation or an unfavorable result could have a material adverse effect on our financial condition and results of operations. See Note 15 of the Consolidated Financial Statements for more detailed information on any material pending legal proceedings other than ordinary routine litigation incidental to our business.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeTrinity also maintains an incident response relationship with an industry-leading provider to ensure resource availability if a significant event were to occur. As cybersecurity touches all employees, we include formal training on cybersecurity in the annually required Code of Business Conduct training. The training focuses on awareness of cybersecurity risks and requirements.
Biggest changeTrinity also maintains an incident response relationship with an industry-leading provider to ensure resource availability if a significant event were to occur. As cybersecurity touches all employees, we include formal training on cybersecurity in the annually required Code of Business Conduct training, as well as dedicated information security training content. The training focuses on awareness of cybersecurity risks and requirements.
Our IRM program encompasses the full lifecycle of information risk, from creation through disposition, and is guided by policies, processes, standards, and procedures in vulnerability management, incident response, information governance, risk management, and security awareness.
Our IRM program encompasses the full lifecycle of information risk, from creation through disposition, and is guided by policies, processes, standards, and procedures in vulnerability management, incident response, information governance, application security, risk management, and security awareness.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeMexico Leasing Group 1,637,200 732,800 2,370,000 — Rail Products Group (1) 3,980,900 238,600 1,740,700 2,478,800 Corporate Offices — 167,500 155,200 12,300 5,618,100 1,138,900 4,265,900 2,491,100 (1) Estimated weighted average production capacity utilization at our rail manufacturing facilities was approximately 80% for the year ended December 31, 2024.
Biggest changeMexico Leasing Group 1,638,400 654,600 2,293,000 — Rail Products Group (1) 3,980,900 213,700 1,740,600 2,454,000 Corporate Offices — 167,500 155,200 12,300 5,619,300 1,035,800 4,188,800 2,466,300 (1) Estimated weighted average production capacity utilization at our rail manufacturing facilities was approximately 50% for the year ended December 31, 2025.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 25 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 26 Item 6. [Reserved] 27 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 28 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 50 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 25 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 26 Item 6. [Reserved] 27 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 28 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 48 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe data in the graph assumes $100 was invested on December 31, 2019. 2019 2020 2021 2022 2023 2024 Trinity Industries, Inc. 100 124 146 148 139 190 New York Stock Exchange Composite Index 100 107 129 117 133 154 S&P 600 Machinery Index 100 114 137 130 164 187 S&P SmallCap 600 100 111 141 118 137 149 26 Table of Contents Issuer Purchases of Equity Securities This table provides information with respect to purchases by the Company of shares of its common stock during the quarter ended December 31, 2024: Period Number of Shares Purchased (1) Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2) (in millions) October 1, 2024 through October 31, 2024 120,892 $ 34.92 117,902 $ 238.7 November 1, 2024 through November 30, 2024 97,567 $ 36.75 96,000 $ 235.2 December 1, 2024 through December 31, 2024 170,062 $ 36.75 168,000 $ 229.0 Total 388,521 381,902 (1) These columns include the following transactions during the three months ended December 31, 2024: (i) the surrender to the Company of 6,375 shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees; (ii) the purchase of 244 shares of common stock by the Trustee for assets held in a non-qualified employee profit-sharing plan trust; and (iii) the purchase of 381,902 shares of common stock on the open market as part of our share repurchase program.
Biggest changeThe data in the graph assumes $100 was invested on December 31, 2020. 2020 2021 2022 2023 2024 2025 Trinity Industries, Inc. 100 118 120 112 154 121 New York Stock Exchange Composite Index 100 121 109 124 144 170 S&P 600 Machinery Index 100 120 113 143 164 176 S&P SmallCap 600 100 127 106 123 134 142 26 Table of Contents Issuer Purchases of Equity Securities This table provides information with respect to purchases by the Company of shares of its common stock during the quarter ended December 31, 2025: Period Number of Shares Purchased (1) Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2) (in millions) October 1, 2025 through October 31, 2025 162,440 $ 27.69 161,241 $ 165.4 November 1, 2025 through November 30, 2025 246,105 $ 25.75 238,435 $ 159.2 December 1, 2025 through December 31, 2025 60,431 $ 27.14 56,092 $ 157.7 Total 468,976 455,768 (1) These columns include the following transactions during the three months ended December 31, 2025: (i) the surrender to the Company of 13,187 shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees; (ii) the purchase of 21 shares of common stock by the Trustee for assets held in a non-qualified employee profit-sharing plan trust; and (iii) the purchase of 455,768 shares of common stock on the open market as part of our share repurchase program.
(2) 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 million of its common stock.
(2) 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.
The following graph compares our cumulative total stockholder return (assuming reinvestment of dividends) during the five-year period ended December 31, 2024 with an overall stock market index (New York Stock Exchange Composite Index) and our relevant peer group index (S&P 600 Machinery Index).
The following graph compares our cumulative total stockholder return (assuming reinvestment of dividends) during the five-year period ended December 31, 2025 with an overall stock market index (New York Stock Exchange Composite Index) and our relevant peer group index (S&P 600 Machinery Index).
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our common stock is traded on the New York Stock Exchange under the ticker symbol “TRN”. Our transfer agent and registrar as of December 31, 2024 was Equiniti Trust Company, LLC. Holders At January 31, 2025, we had 926 record holders of common stock.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our common stock is traded on the New York Stock Exchange and NYSE Texas under the ticker symbol “TRN”. Our transfer agent and registrar as of December 31, 2025 was Equiniti Trust Company, LLC.
The Company repurchased 381,902 shares under the share repurchase program during the three months ended December 31, 2024, at a cost of approximately $13.9 million, resulting in a remaining authorization to repurchase up to $229.0 million of its common stock under the share repurchase program as of December 31, 2024.
The Company repurchased 455,768 shares under the share repurchase program during the three months ended December 31, 2025, at a cost of approximately $12.1 million, resulting in a remaining authorization to repurchase up to $157.7 million of its common stock under the share repurchase program as of December 31, 2025.
Certain shares of stock repurchased during December 2024, totaling $0.3 million, were cash settled in January 2025 in accordance with normal settlement practices. The approximate dollar value of shares that were eligible to be repurchased under our share repurchase program is shown as of the end of such month or quarter.
The approximate dollar value of shares that were eligible to be repurchased under our share repurchase program is shown as of the end of such month or quarter.
The par value of the common stock is $0.01 per share.
Holders At January 31, 2026, we had 876 record holders of common stock. The par value of the common stock is $0.01 per share.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

95 edited+23 added−56 removed49 unchanged
Biggest changeLitigation Updates See Note 15 of the Consolidated Financial Statements for an update on the status of certain litigation. 31 Table of Contents Consolidated Results of Operations The following table summarizes our consolidated results of continuing operations for the years ended December 31, 2024, 2023, and 2022: Year Ended December 31, 2024 2023 2022 (in millions) Revenues $ 3,079.2 $ 2,983.3 $ 1,977.3 Cost of revenues 2,411.0 2,456.2 1,609.6 Selling, engineering, and administrative expenses 235.7 201.9 185.4 Gains on dispositions of property 63.3 89.6 152.7 Restructuring activities, net 4.3 (2.2) 1.0 Total operating profit 491.5 417.0 334.0 Interest expense, net 273.5 265.5 209.1 Other, net (3.8) 2.5 (1.6) Income from continuing operations before income taxes 221.8 149.0 126.5 Provision (benefit) for income taxes 50.4 9.0 27.6 Income from continuing operations $ 171.4 $ 140.0 $ 98.9 Revenues The tables below present revenues by segment for the years ended December 31, 2024, 2023, and 2022: Year Ended December 31, 2024 Revenues Percent External Intersegment Total Change (in millions) Railcar Leasing and Services Group $ 1,140.8 $ 2.4 $ 1,143.2 9.8 % Rail Products Group 1,938.4 492.7 2,431.1 (1.9) % Segment Totals 3,079.2 495.1 3,574.3 1.5 % Eliminations — (495.1) (495.1) Consolidated Total $ 3,079.2 $ — $ 3,079.2 3.2 % Year Ended December 31, 2023 Revenues External Intersegment Total (in millions) Railcar Leasing and Services Group $ 1,039.4 $ 1.6 $ 1,041.0 22.3 % Rail Products Group 1,943.9 535.5 2,479.4 31.5 % Segment Totals 2,983.3 537.1 3,520.4 28.6 % Eliminations — (537.1) (537.1) Consolidated Total $ 2,983.3 $ — $ 2,983.3 50.9 % Year Ended December 31, 2022 Revenues 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 32 Table of Contents Operating Costs Operating costs are comprised of cost of revenues; selling, engineering, and administrative costs; gains or losses on property disposals; and restructuring activities.
Biggest changeLitigation Updates See Note 15 of the Consolidated Financial Statements for an update on the status of certain litigation. 31 Table of Contents Consolidated Results of Operations The following table summarizes our consolidated results of continuing operations for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 (in millions) Revenues $ 2,156.9 $ 3,079.2 Cost of revenues 1,584.2 2,411.0 Selling, engineering, and administrative expenses 214.3 235.7 Gains on dispositions of property and other divestitures (1) 290.8 63.3 Restructuring activities, net — 4.3 Total operating profit 649.2 491.5 Interest expense, net 274.2 273.5 Other, net (0.4) (3.8) Income from continuing operations before income taxes 375.4 221.8 Provision (benefit) for income taxes 90.9 50.4 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.
Potential Impact if Results Differ If actual results are not consistent with management's estimates and assumptions used to calculate estimated future cash flows, we could be exposed to impairment losses that may be material.
Potential Impact if Results Differ If actual results are not consistent with management's estimates and assumptions used to calculate estimated future cash flows, we could be exposed to impairment losses that may be material.
If such changes take place, there is a risk that our effective tax rate could increase or decrease in any period, impacting our net earnings. 44 Table of Contents Long-lived Assets Description of Estimate We routinely assess whether impairment indicators are present by monitoring for the existence of events or changes in circumstances that may indicate that the carrying amount of our long-lived assets, including our leased railcar fleet, might not be recoverable.
If such changes take place, there is a risk that our effective tax rate could increase or decrease in any period, impacting our net earnings. 42 Table of Contents Long-lived Assets Description of Estimate We routinely assess whether impairment indicators are present by monitoring for the existence of events or changes in circumstances that may indicate that the carrying amount of our long-lived assets, including our leased railcar fleet, might not be recoverable.
Additionally, changes in claims and lawsuits filed, settled, or dismissed and differences between actual and estimated settlement costs or our rights in indemnity and recourse to third parties could impact operating results. 47 Table of Contents Non-GAAP Financial Measures We have included financial measures compiled in accordance with GAAP and certain non-GAAP measures in this Annual Report on Form 10-K to provide management and investors with additional information regarding our financial results.
Additionally, changes in claims and lawsuits filed, settled, or dismissed and differences between actual and estimated settlement costs or our rights in indemnity and recourse to third parties could impact operating results. 45 Table of Contents Non-GAAP Financial Measures We have included financial measures compiled in accordance with GAAP and certain non-GAAP measures in this Annual Report on Form 10-K to provide management and investors with additional information regarding our financial results.
As we continue to streamline our operational footprint, we may have additional gains or losses on the disposition of other non-operating facilities. 40 Table of Contents Liquidity and Capital Resources Overview We expect to finance future operating requirements with cash, cash equivalents, and short-term marketable securities; cash flows from operations; and short-term debt, long-term debt, and equity.
As we continue to streamline our operational footprint, we may have additional gains or losses on the disposition of other non-operating facilities. 38 Table of Contents Liquidity and Capital Resources Overview We expect to finance future operating requirements with cash, cash equivalents, and short-term marketable securities; cash flows from operations; and short-term debt, long-term debt, and equity.
Based on our annual qualitative assessments performed as of October 1, 2024, we concluded that it was not more likely than not that any of our reporting units or any of our indefinite-lived intangible assets had a fair value that was less than its carrying value. 46 Table of Contents Variable Interest Entities Description of Estimate We continuously evaluate our investments in, and other contractual arrangements with, third-party entities to determine whether they are considered a variable interest entity ("VIE") and, if so, whether we are considered the primary beneficiary.
Based on our annual qualitative assessments performed as of October 1, 2025, we concluded that it was not more likely than not that any of our reporting units or any of our indefinite-lived intangible assets had a fair value that was less than its carrying value. 44 Table of Contents Variable Interest Entities Description of Estimate We continuously evaluate our investments in, and other contractual arrangements with, third-party entities to determine whether they are considered a variable interest entity ("VIE") and, if so, whether we are considered the primary beneficiary.
Consequently, our earnings could be impacted by timing differences between when interest rate changes and changes in the inflationary environment occur and when we are able to factor these changes into our lease rates. Due to their transactional nature, lease portfolio sales are the primary driver of fluctuations in results in the Leasing Group.
Consequently, our earnings could be impacted by timing differences between when interest rate changes and changes in the inflationary environment occur and when we are able to factor these changes into our lease rates. 28 Table of Contents Due to their transactional nature, lease portfolio sales are the primary driver of fluctuations in results in the Leasing Group.
As of December 31, 2024, we were in compliance with all such financial covenants. Please refer to Note 9 of the Consolidated Financial Statements for a description of our current debt obligations.
As of December 31, 2025, we were in compliance with all such financial covenants. Please refer to Note 9 of the Consolidated Financial Statements for a description of our current debt obligations.
Goodwill totaled $221.5 million as of December 31, 2024. 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.
Goodwill totaled $221.5 million as of December 31, 2025. 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 acquired businesses, totaled $11.2 million as of December 31, 2025.
We did not identify any impairment indicators during the year ended December 31, 2024. 45 Table of Contents Goodwill and Indefinite-lived Intangible Assets Description of Estimate Goodwill is required to be tested for impairment at least annually, or on an interim basis if events or circumstances change indicating that the carrying amount of the goodwill might be impaired.
We did not identify any impairment indicators during the year ended December 31, 2025. 43 Table of Contents Goodwill and Indefinite-lived Intangible Assets Description of Estimate Goodwill is required to be tested for impairment at least annually, or on an interim basis if events or circumstances change indicating that the carrying amount of the goodwill might be impaired.
See Note 3 of the Consolidated Financial Statements for discussion of how we utilize our derivative instruments. 43 Table of Contents Critical Accounting Policies and Estimates Management's Discussion and Analysis of Financial Condition and Results of Operations discusses our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the U.S.
See Note 4 of the Consolidated Financial Statements for discussion of how we utilize our derivative instruments. 41 Table of Contents Critical Accounting Policies and Estimates Management's Discussion and Analysis of Financial Condition and Results of Operations discusses our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the U.S.
(6) Adjusted Return on Equity is calculated as adjusted net income divided by average Trinity stockholders' equity, each as defined and reconciled above. 48 Table of Contents Cash Flow from Operations with Net Gains on Lease Portfolio Sales Cash flow from operations with net gains on lease portfolio sales is a non-GAAP financial measure.
(5) Adjusted Return on Equity is calculated as adjusted net income divided by average Trinity stockholders' equity, each as defined and reconciled above. 46 Table of Contents Cash Flow from Operations with Net Gains on Lease Portfolio Sales Cash flow from operations with net gains on lease portfolio sales is a non-GAAP financial measure.
Our effective tax rate from continuing operations for the year ended December 31, 2022 was an expense of 21.8%, which differs from the U.S. statutory rate of 21.0% primarily due to foreign and state income taxes and other discrete items. See Note 10 of the Consolidated Financial Statements for additional information.
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 state and foreign income taxes and other discrete items. See Note 10 of the Consolidated Financial Statements for additional information.
(5) Return on Equity is calculated as income from continuing operations divided by average total stockholders' equity.
(4) Return on Equity is calculated as income from continuing operations divided by average total stockholders' equity.
Adjusted Return on Equity Adjusted ROE is defined as a ratio for which (i) the numerator is calculated as income or loss from continuing operations, adjusted to exclude the effects of net income or loss attributable to noncontrolling interest, and certain other adjustments (net of income taxes), described in the footnotes to the table below, which include certain selling, engineering, and administrative expenses; gains on dispositions of other property; restructuring activities, net; interest expense, net; and the income tax effects of the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"); and (ii) the denominator is calculated as average Trinity stockholders’ equity (which excludes noncontrolling interest).
Adjusted Return on Equity Adjusted ROE is defined as a ratio for which (i) the numerator is calculated as income or loss from continuing operations, adjusted to exclude the effects of net income or loss attributable to noncontrolling interest, and certain other adjustments (net of income taxes), described in the footnotes to the table below, which include certain selling, engineering, and administrative expenses; gains on dispositions of other property; restructuring activities, net; and interest expense, net; and (ii) the denominator is calculated as average Trinity stockholders’ equity (which excludes noncontrolling interest).
The Rail Products Group received orders for 7,685 railcars and delivered 17,570 railcars in 2024, in comparison to orders for 11,500 railcars and deliveries of 17,355 railcars in 2023. 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.
The Rail Products Group received orders for 5,155 railcars and delivered 9,500 railcars in 2025, in comparison to orders for 7,685 railcars and deliveries of 17,570 railcars in 2024. ◦ 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.
A summary of our financial covenants is detailed below: Ratio Covenant Actual at December 31, 2024 Maximum leverage (1) No greater than 3.75 to 1.00 1.33 Minimum interest coverage (2) No less than 2.25 to 1.00 8.29 (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, 2024.
A summary of our financial covenants is detailed below: Ratio Covenant Actual at December 31, 2025 Maximum leverage (1) No greater than 3.75 to 1.00 1.22 Minimum interest coverage (2) No less than 2.25 to 1.00 9.38 (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.
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; and is net of proceeds from lease portfolio sales. • The total value of the railcar backlog at December 31, 2024 was $2.1 billion, compared to $3.2 billion at December 31, 2023.
Our company-owned lease fleet includes wholly-owned railcars, partially-owned railcars, and railcars under leased-in arrangements. • 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. • The total value of the railcar backlog at December 31, 2025 was $1.7 billion, compared to $2.1 billion at December 31, 2024.
Significant investing activities are as follows: • We had a net fleet investment of $181.2 million during the year ended December 31, 2024, compared to $287.0 million during the year ended December 31, 2023.
Significant investing activities are as follows: • We had a net fleet investment of $350.0 million during the year ended December 31, 2025, compared to $181.2 million during the year ended December 31, 2024.
(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.
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. At December 31, 2024, the carrying value of these investments totaled $27.8 million. For further information regarding our partially-owned subsidiaries and other investments in unconsolidated affiliates, see Note 5 of the Consolidated Financial Statements.
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. At December 31, 2025, the carrying value of these investments totaled $15.1 million. For further information regarding our partially-owned subsidiaries and other investments in unconsolidated affiliates, see Note 6 of the Consolidated Financial Statements.
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. At December 31, 2024, the carrying value of our investments in these entities totaled $133.0 million.
Consolidation is required for VIEs in which we are the primary beneficiary. 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.
Year Ended December 31, 2024 2023 2022 (in millions) Net cash provided by operating activities – continuing operations $ 588.1 $ 309.0 $ 9.2 Net gains on lease portfolio sales 57.3 82.8 126.2 Cash flow from operations with net gains on lease portfolio sales $ 645.4 $ 391.8 $ 135.4 Recent Accounting Pronouncements See Note 1 of the Consolidated Financial Statements for information about recent accounting pronouncements. 49 Table of Contents
Year Ended December 31, 2025 2024 2023 (in millions) Net cash provided by operating activities – continuing operations $ 366.9 $ 588.1 $ 309.0 Net gains on lease portfolio sales 91.4 57.3 82.8 Cash flow from operations with net gains on lease portfolio sales $ 458.3 $ 645.4 $ 391.8 Recent Accounting Pronouncements See Note 1 of the Consolidated Financial Statements for information about recent accounting pronouncements. 47 Table of Contents
For the full year 2025, we anticipate a net fleet investment of between $300 million and $400 million. Capital expenditures related to operating and administrative activities, including supporting automation, technology, and modernization of our facilities and processes, are projected to range between $45 million and $55 million for the full year 2025.
For the full year 2026, we anticipate a net fleet investment of between $450 million and $550 million. Capital expenditures related to operating and administrative activities, including supporting automation, technology, and modernization of our facilities and processes, are projected to range between $55 million and $65 million for the full year 2026.
The effect of a change in enacted laws or tax rates on deferred tax assets and liabilities is recognized in the provision for income taxes in the period that includes the enactment date. Our net deferred tax liabilities totaled $1,074.7 million as of December 31, 2024, which includes valuation allowances of $20.8 million.
The effect of a change in enacted laws or tax rates on deferred tax assets and liabilities is recognized in the provision for income taxes in the period that includes the enactment date. Our net deferred tax liabilities totaled $1,127.4 million as of December 31, 2025, which includes valuation allowances of $24.3 million.
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.
Net cash provided by operating activities from continuing operations for the year ended December 31, 2024 was $588.1 million compared to $309.0 million net cash provided by operating activities from continuing operations for the year ended December 31, 2023.
Net cash provided by operating activities from continuing operations for the year ended December 31, 2025 was $366.9 million compared to $588.1 million net cash provided by operating activities from continuing operations for the year ended December 31, 2024.
As of December 31, 2024, the range of reasonably possible losses for such matters is $7.5 million to $18.9 million. For further information regarding our contingencies and litigation matters, see Note 15 of the Consolidated Financial Statements.
As of December 31, 2025, the range of reasonably possible losses for such matters is $8.0 million to $19.7 million. For further information regarding our contingencies and litigation matters, see Note 15 of the Consolidated Financial Statements.
December 31, 2024 December 31, 2023 December 31, 2022 ($ in millions) Numerator: Income from continuing operations $ 171.4 $ 140.0 $ 98.9 Net income attributable to noncontrolling interest (18.7) (20.6) (12.8) Net income from continuing operations attributable to Trinity Industries, Inc. 152.7 119.4 86.1 Adjustments (net of income taxes): Selling, engineering, and administrative expenses (1) — 3.0 — Gains on dispositions of property – other (2)(3) (2.1) (4.7) (5.6) Restructuring activities, net (3) 3.4 (1.6) 0.7 Interest expense, net (3)(4) (0.9) (1.1) (1.1) Income tax effect of CARES Act — — (0.6) Adjusted Net Income $ 153.1 $ 115.0 $ 79.5 Denominator: Total stockholders' equity $ 1,307.2 $ 1,275.5 $ 1,269.6 Noncontrolling interest (248.3) (238.4) (257.2) Trinity stockholders' equity $ 1,058.9 $ 1,037.1 $ 1,012.4 Average total stockholders' equity $ 1,291.4 $ 1,272.6 $ 1,283.2 Return on Equity (5) 13.3 % 11.0 % 7.7 % Average Trinity stockholders' equity $ 1,048.0 $ 1,024.8 $ 1,021.1 Adjusted Return on Equity (6) 14.6 % 11.2 % 7.8 % (1) Represents the change in estimated fair value of additional contingent consideration associated with an acquisition.
December 31, 2025 December 31, 2024 December 31, 2023 ($ in millions) Numerator: Income from continuing operations $ 284.5 $ 171.4 $ 140.0 Net income attributable to noncontrolling interest (24.2) (18.7) (20.6) Net income from continuing operations attributable to Trinity Industries, Inc. 260.3 152.7 119.4 Adjustments (net of income taxes): Selling, engineering, and administrative expenses (1) — — 3.0 Gains on dispositions of property – other (2) — (2.1) (4.7) Restructuring activities, net — 3.4 (1.6) Interest expense, net (3) — (0.9) (1.1) Adjusted Net Income $ 260.3 $ 153.1 $ 115.0 Denominator: Total stockholders' equity $ 1,145.3 $ 1,307.2 $ 1,275.5 Noncontrolling interest (68.1) (248.3) (238.4) Trinity stockholders' equity $ 1,077.2 $ 1,058.9 $ 1,037.1 Average total stockholders' equity $ 1,226.3 $ 1,291.4 $ 1,272.6 Return on Equity (4) 23.2 % 13.3 % 11.0 % Average Trinity stockholders' equity $ 1,068.1 $ 1,048.0 $ 1,024.8 Adjusted Return on Equity (5) 24.4 % 14.6 % 11.2 % (1) Represents the change in estimated fair value of additional contingent consideration associated with an acquisition.
A significant portion of the earnings from our leasing business is derived from multi-year full-service leases. We consider changes in interest rates, inflation, and other relevant factors in the pricing of new and renewing leases; however, only a portion of our leased railcar portfolio is repriced each year.
We consider changes in interest rates, inflation, and other relevant factors in the pricing of new and renewing leases; however, only a portion of our leased railcar portfolio is repriced each year.
Our operating profit for the year ended December 31, 2024 was $491.5 million, representing an increase of 17.9%, compared to $417.0 million for the year ended December 31, 2023. • The Leasing Group's lease fleet of 109,635 company-owned railcars was 97.0% utilized as of December 31, 2024, compared to a lease fleet utilization of 97.5% on 109,295 company-owned railcars as of December 31, 2023.
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. • The Leasing Group's lease fleet of 101,485 company-owned railcars was 97.1% utilized as of December 31, 2025, compared to a lease fleet utilization of 97.0% on 109,635 company-owned railcars as of December 31, 2024.
Our total available liquidity includes: $228.2 million of unrestricted cash and cash equivalents; $591.3 million unused and available under our revolving credit facility; and $167.9 million unused and available under the TILC warehouse loan facility based on the amount of warehouse-eligible, unpledged equipment.
Our total available liquidity includes: $201.3 million of unrestricted cash and cash equivalents; $592.7 million unused and available under our revolving credit facility; and $321.5 million unused and available under the TILC warehouse loan facility based on the amount of warehouse-eligible, unpledged equipment.
The changes in our operating assets and liabilities are as follows: Year Ended December 31, 2024 2023 (in millions) (Increase) decrease in receivables, inventories, and other assets $ 194.7 $ (77.5) Increase (decrease) in accounts payable, accrued liabilities, and other liabilities (26.6) 56.9 Changes in operating assets and liabilities $ 168.1 $ (20.6) 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 our operating assets and liabilities are as follows: Year Ended December 31, 2025 2024 (in millions) (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 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.
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.
See Note 1 and Note 6 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.
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. These contractual obligations due in the next twelve months are approximately $400.3 million, with $19.0 million due thereafter.
Equity Investments See Note 5 of the Consolidated Financial Statements for information about our investments in partially-owned subsidiaries. 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.
Equity Investments See Note 6 of the Consolidated Financial Statements for information about our investments in partially-owned subsidiaries. Off Balance Sheet Arrangements 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.
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.
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.
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.
Total operating costs during the year ended December 31, 2025 were favorably impacted by gains associated with the disposition of non-operating facilities.
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. Proceeds from lease portfolio sales totaled $360.7 million, resulting in a net fleet investment of $181.2 million.
Capital Expenditures 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.
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.
See Note 13 of the Consolidated Financial Statements for further information. 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 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 $219.9 million of net cash used in financing activities for the same period in 2024.
Additionally, we actively monitor our supply chain and take appropriate steps within our control to mitigate the potential impacts on our production schedules and delivery timelines. However, challenges related to supply chain and transportation network disruptions could negatively impact our operations or our ability to timely deliver railcars to our customers.
We continuously monitor rail traffic at the U.S.-Mexico border, and we take appropriate steps within our control to mitigate the potential impacts on our delivery timelines. However, any future challenges related to transportation network disruptions could negatively impact our operations or our ability to timely deliver railcars to our customers.
(2) Includes wholly-owned railcars, partially-owned railcars, and railcars under leased-in arrangements. 37 Table of Contents Rail Products Group Year Ended December 31, Percent Change 2024 2023 2022 2024 versus 2023 2023 versus 2022 ($ in millions) Revenues: Rail products (1) $ 2,321.7 $ 2,363.7 $ 1,819.0 (1.8) % 29.9 % Parts & components 109.4 115.7 66.5 (5.4) % 74.0 % Total revenues $ 2,431.1 $ 2,479.4 $ 1,885.5 (1.9) % 31.5 % Operating costs: Cost of revenues $ 2,209.0 $ 2,336.0 $ 1,789.9 (5.4) % 30.5 % Selling, engineering, and administrative expenses 32.8 30.5 29.1 7.5 % 4.8 % Gains (losses) on dispositions of property 0.1 (0.3) (0.9) * * Operating profit $ 189.4 $ 112.6 $ 65.6 68.2 % 71.6 % Operating profit margin 7.8 % 4.5 % 3.5 % * Not meaningful (1) Includes sustainable railcar conversion revenues of $82.3 million, representing 1,095 railcars, for the year ended December 31, 2024.
(4) Includes wholly-owned railcars, partially-owned railcars, and railcars under leased-in arrangements. 36 Table of Contents Rail Products Group Year Ended December 31, Percent Change 2025 2024 ($ in millions) Revenues: Rail products (1) $ 1,302.5 $ 2,321.7 (43.9) % Parts & components 117.0 109.4 6.9 % Total revenues $ 1,419.5 $ 2,431.1 (41.6) % Operating costs: Cost of revenues $ 1,309.7 $ 2,209.0 (40.7) % Selling, engineering, and administrative expenses 36.5 32.8 11.3 % Gains on dispositions of property 1.0 0.1 * Operating profit $ 74.3 $ 189.4 (60.8) % Operating profit margin 5.2 % 7.8 % * Not meaningful (1) Includes sustainable railcar conversion revenues of $2.1 million, representing 25 railcars, for the year ended December 31, 2025.
We expect to deliver approximately 48% of our railcar backlog value during 2025, 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.
Total backlog dollars for the year ended December 31, 2025 decreased by 22.6% when compared to the prior year. 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.
As of December 31, 2024, our net property, plant, and equipment totaled $7.0 billion, the net book value of our finite-lived intangible assets totaled $87.8 million, and our right-of-use assets totaled $97.0 million.
As of December 31, 2025, our net property, plant, and equipment totaled $6.6 billion, the net book value of our finite-lived intangible assets totaled $99.2 million, and our right-of-use assets totaled $91.2 million.
Income tax payments, net of refunds, during the years ended December 31, 2024, 2023, and 2022 totaled $54.6 million, $42.4 million, and $19.3 million, respectively. 34 Table of Contents Segment Discussion Railcar Leasing and Services Group Year Ended December 31, Percent Change 2024 2023 2022 2024 versus 2023 2023 versus 2022 ($ in millions) Revenues: Leasing and management $ 867.8 $ 813.8 $ 756.4 6.6 % 7.6 % Maintenance services (1) 234.0 170.1 80.9 37.6 % 110.3 % Digital and logistics services 41.4 57.1 14.2 (27.5) % 302.1 % Total revenues $ 1,143.2 $ 1,041.0 $ 851.5 9.8 % 22.3 % Cost of revenues (2) 665.2 630.3 527.9 5.5 % 19.4 % Selling, engineering, and administrative expenses 77.0 62.0 59.1 24.2 % 4.9 % Gains on dispositions of property: Lease portfolio sales (3) 57.3 82.8 127.5 * * Other 5.7 6.0 9.8 * * Total operating profit $ 464.0 $ 437.5 $ 401.8 6.1 % 8.9 % Total operating profit margin 40.6 % 42.0 % 47.2 % Total operating profit margin, excluding lease portfolio sales 35.6 % 34.1 % 32.2 % Selected expense information for Company-owned railcars (4) : Depreciation and amortization expense (5) $ 240.1 $ 238.5 $ 234.4 0.7 % 1.7 % Maintenance and compliance expense (6) $ 131.8 $ 130.5 $ 112.1 1.0 % 16.4 % Other fleet operating costs (7) $ 32.3 $ 31.5 $ 46.6 2.5 % (32.4) % Interest expense (8) $ 234.4 $ 227.2 $ 186.7 3.2 % 21.7 % * Not meaningful (1) 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.
Income tax payments, net of refunds, during the years ended December 31, 2025 and 2024 totaled $51.4 million and $54.6 million, respectively. 34 Table of Contents Segment Discussion Railcar Leasing and Services Group Year Ended December 31, Percent Change 2025 2024 ($ in millions) Revenues: Leasing and management $ 919.1 $ 867.8 5.9 % Maintenance services (1) 247.4 234.0 5.7 % Digital and logistics services 40.1 41.4 (3.1) % Total revenues $ 1,206.6 $ 1,143.2 5.5 % Cost of revenues (2) 721.9 665.2 8.5 % Selling, engineering, and administrative expenses 63.9 77.0 (17.0) % Gains on dispositions of property and other divestitures: Lease portfolio sales 91.4 57.3 * Gain on divestiture of partially-owned leasing subsidiary (3) 194.2 — * Other 2.0 5.7 * Total operating profit $ 708.4 $ 464.0 52.7 % Total operating profit margin 58.7 % 40.6 % 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) : Depreciation and amortization expense (5) $ 251.8 $ 240.1 4.9 % Maintenance and compliance expense (6) $ 161.3 $ 131.8 22.4 % Other fleet operating costs (7) $ 36.1 $ 32.3 11.8 % Interest expense (8) $ 233.1 $ 234.4 (0.6) % * 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) Represents 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.
(2) Represents 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. (3) Represents interest income accretion related to a seller-financing agreement associated with the sale of certain non-operating assets.
Operating costs by segment for the years ended December 31, 2024, 2023, and 2022 were as follows: Year Ended December 31, 2024 2023 2022 (in millions) Railcar Leasing and Services Group (1) $ 679.2 $ 603.5 $ 449.7 Rail Products Group 2,241.7 2,366.8 1,819.9 Segment Totals 2,920.9 2,970.3 2,269.6 Corporate and other 125.7 108.3 80.8 Restructuring activities, net 4.3 (2.2) 1.0 Eliminations (463.2) (510.1) (708.1) Consolidated Total $ 2,587.7 $ 2,566.3 $ 1,643.3 (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.
Operating costs by segment for the years ended December 31, 2025 and 2024 were as follows: Year Ended December 31, 2025 2024 (in millions) Railcar Leasing and Services Group (1) $ 498.2 $ 679.2 Rail Products Group 1,345.2 2,241.7 Segment Totals 1,843.4 2,920.9 Corporate and other 111.6 125.7 Restructuring activities, net — 4.3 Eliminations (447.3) (463.2) Consolidated Total $ 1,507.7 $ 2,587.7 (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.
See Note 9 of the Consolidated Financial Statements for additional information regarding these debt transactions.
See Note 6 of the Consolidated Financial Statements for additional information.
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.
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").
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.
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.
Operating Profit Operating profit by segment for the years ended December 31, 2024, 2023, and 2022 was as follows: Year Ended December 31, 2024 2023 2022 (in millions) Railcar Leasing and Services Group $ 464.0 $ 437.5 $ 401.8 Rail Products Group 189.4 112.6 65.6 Segment Totals 653.4 550.1 467.4 Corporate and other (125.7) (108.3) (80.8) Restructuring activities, net (4.3) 2.2 (1.0) Eliminations (31.9) (27.0) (51.6) Consolidated Total $ 491.5 $ 417.0 $ 334.0 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.
Operating Profit Operating profit by segment for the years ended December 31, 2025 and 2024 was as follows: Year Ended December 31, 2025 2024 (in millions) Railcar Leasing and Services Group $ 708.4 $ 464.0 Rail Products Group 74.3 189.4 Segment Totals 782.7 653.4 Corporate and other (111.6) (125.7) Restructuring activities, net — (4.3) Eliminations (21.9) (31.9) Consolidated Total $ 649.2 $ 491.5 Discussion of Consolidated Results 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.
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.
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.
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.
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.
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.
(4) Includes wholly-owned railcars, partially-owned railcars, and railcars under leased-in arrangements. (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.
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.
Cost of revenues – Our cost of revenues for the year ended December 31, 2025 was $1,584.2 million, representing a decrease of $826.8 million, or 34.3%, over the prior year, primarily due to lower external deliveries in the Rail Products Group.
Information related to lease portfolio sales is as follows: Year Ended December 31, 2024 2023 2022 ($ in millions) Lease portfolio sales $ 360.7 $ 381.8 $ 750.7 Operating profit on lease portfolio sales (1) $ 57.3 $ 82.8 $ 126.2 Operating profit margin on lease portfolio sales 15.9 % 21.7 % 16.8 % (1) Excludes $1.3 million selling profit associated with sales-type leases for the year ended December 31, 2022. 35 Table of Contents Total revenues for the Railcar Leasing and Services Group increased by 9.8% for the year ended December 31, 2024 when compared to the year ended December 31, 2023.
Information related to lease portfolio sales is as follows: Year Ended December 31, 2025 2024 ($ in millions) Lease portfolio sales $ 399.3 $ 360.7 Operating profit on lease portfolio sales $ 91.4 $ 57.3 Operating profit margin on lease portfolio sales 22.9 % 15.9 % 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.
We continue to believe that our rail platform is able to respond to cyclical changes in demand and perform throughout the railcar cycle. 28 Table of Contents We believe that our leasing business provides a natural hedge against inflation and changes in interest rates; however, like many leasing companies, the debt component of our capital structure exposes us to changes in the interest rate environment.
We believe that our leasing business provides a natural hedge against inflation and changes in interest rates; however, like many leasing companies, the debt component of our capital structure exposes us to changes in the interest rate environment. A significant portion of the earnings from our leasing business is derived from multi-year full-service leases.
We typically use contract-specific purchasing practices, existing supplier commitments, contractual price escalation provisions, and other arrangements with our customers to reduce the impact of the volatility of certain input costs on our operating profit. Further, the cost and volume of lease fleet maintenance and compliance events remain elevated, which we expect to continue in the near term.
Input Costs We periodically experience volatility in the costs of steel, components, and certain other inputs that represent a substantial portion of our cost of revenues. We typically use contract-specific purchasing practices, existing supplier commitments, contractual price escalation provisions, and other arrangements with our customers to reduce the impact of the volatility of certain input costs on our operating profit.
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.
Significant financing activities are as follows: • 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.
Operating profit – Operating profit for the year ended December 31, 2024 totaled $491.5 million, representing an increase of $74.5 million, or 17.9%, from the prior year.
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.
Income taxes – The 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 state and foreign income taxes and other discrete items.
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, 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.
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. Interest payable associated with our debt due in the next twelve months is approximately $258.8 million, with $501.7 million due thereafter.
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 "Consolidated Results of Operations" and "Segment Discussion" below for additional information regarding our operating results for the years ended December 31, 2024 and 2023. Long-Term Enterprise Key Performance Indicators Our key performance indicators for long-term performance are net fleet investment, cash flow from operations with net gains on lease portfolio sales*, and Adjusted Return on Equity* ("Adjusted ROE").
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. 29 Table of Contents Long-Term Enterprise Key Performance Indicators Our key performance indicators for long-term performance are net fleet investment, cash flow from operations with net gains on lease portfolio sales*, and Adjusted Return on Equity* ("Adjusted ROE").
Our investment in the lease fleet primarily includes new railcar additions, sustainable railcar conversions, railcar modifications, and other betterments, net of deferred profit, as well as secondary market purchases; 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.
Our investment in the lease fleet primarily includes new railcar additions, sustainable railcar conversions, railcar modifications, and other betterments, net of deferred profit, as well as secondary market purchases; and is net of proceeds from lease portfolio sales. Financing Activities.
The changes in operating assets and liabilities for the current year period were impacted primarily by lower inventory balances associated with railcar deliveries. Investing Activities.
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.
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.
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.
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. • We paid $93.2 million and $86.0 million in dividends to our common stockholders during the years ended December 31, 2024 and 2023, respectively.
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. • 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.
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.
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.
Our letters of credit obligations 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.
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 to satisfy a liquidity reserve requirement associated with our TILC warehouse loan facility, which renews by its terms each year.
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 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 $194.2 million gain on the divestiture of Triumph, as well as higher gains on lease portfolio sales.
Transactions between the Rail Products Group and the Leasing Group are as follows: Year Ended December 31, 2024 2023 2022 ($ in millions) Revenues: New railcars $ 461.4 $ 461.7 $ 624.9 Sustainable railcar conversions $ 0.4 $ 45.5 $ 118.6 Parts & components $ 30.9 $ 28.3 $ 14.6 Deferred profit $ 31.9 $ 28.3 $ 50.2 Number of new railcars (in units) 3,555 3,425 4,735 Number of sustainable railcar conversions (in units) 5 445 1,155 39 Table of Contents Corporate and other Year Ended December 31, Percent Change 2024 2023 2022 2024 versus 2023 2023 versus 2022 (in millions) Operating costs: Selling, engineering, and administrative expenses $ 125.9 $ 109.4 $ 97.2 15.1 % 12.6 % Gains on dispositions of property (0.2) (1.1) (16.4) * * Operating loss $ (125.7) $ (108.3) $ (80.8) 16.1 % 34.0 % * 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.
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. 37 Table of Contents Transactions between the Rail Products Group and the Leasing Group are as follows: Year Ended December 31, 2025 2024 ($ in millions) Revenues: New railcars $ 434.0 $ 461.4 Sustainable railcar conversions $ — $ 0.4 Parts & components $ 33.4 $ 30.9 Deferred profit $ 21.9 $ 31.9 Number of new railcars (in units) 2,995 3,555 Number of sustainable railcar conversions (in units) — 5 Corporate and other Year Ended December 31, Percent Change 2025 2024 (in millions) Operating costs: Selling, engineering, and administrative expenses $ 113.9 $ 125.9 (9.5) % Gains on dispositions of property (2.3) (0.2) * Operating loss $ (111.6) $ (125.7) (11.2) % * Not meaningful 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.
We believe we have access to adequate capital resources to fund operating requirements and are an active participant in the capital markets. 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.
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.
Digital and logistics services revenues for the year ended December 31, 2023 were favorably impacted by the acquisition of RSI. 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.
Revenues related to maintenance services performed on Company-owned railcars under full-service lease agreements are eliminated within the Railcar Leasing and Services Group.
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, 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.
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; and for general corporate purposes.
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.
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. 41 Table of Contents Cash Flows The following table summarizes our cash flows from operating, investing, and financing activities for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 (in millions) Net cash flows from continuing operations: Operating activities $ 588.1 $ 309.0 Investing activities (214.6) (363.0) Financing activities (219.9) 8.2 Net cash flows from discontinued operations (14.3) (13.4) Net increase (decrease) in cash, cash equivalents, and restricted cash $ 139.3 $ (59.2) Operating Activities .
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. 39 Table of Contents Cash Flows The following table summarizes our cash flows from operating, investing, and financing activities for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 (in millions) Net cash flows from continuing operations: Operating activities $ 366.9 $ 588.1 Investing activities (385.6) (214.6) Financing activities (24.9) (219.9) Net cash flows from discontinued operations (7.2) (14.3) Net increase (decrease) in cash, cash equivalents, and restricted cash $ (50.8) $ 139.3 Operating Activities .
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. 42 Table of Contents Current Debt Obligations The revolving credit facility contains several financial covenants that require the maintenance of ratios related to minimum interest coverage for the leasing and manufacturing operations and maximum leverage.
During the year ended December 31, 2024, we repurchased common stock totaling $20.7 million under the share repurchase program. 40 Table of Contents Current Debt Obligations The revolving credit facility contains several financial covenants that require the maintenance of ratios related to minimum interest coverage for the leasing and manufacturing operations and maximum leverage.
(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.
(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) See Note 6 of the Consolidated Financial Statements for additional information regarding this transaction.
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.
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. 35 Table of Contents Our maintenance services business is primarily dedicated to servicing our lease fleet.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeOur earnings could be affected by changes in interest rates due to the impact those changes have on our variable rate debt obligations, which represented 27% of our total debt as of December 31, 2024. After considering the effect of interest rate hedges, our variable rate debt represents 16% of our total debt as of December 31, 2024.
Biggest changeOur earnings could be affected by changes in interest rates due to the impact those changes have on our variable rate debt obligations, which represented 28% of our total debt as of December 31, 2025. After considering the effect of interest rate hedges, our variable rate debt represents 13% of our total debt as of December 31, 2025.
As of December 31, 2024, a hypothetical 10% change in foreign currency exchange rates on our forward contracts and options would not have a material impact on the Consolidated Financial Statements. In addition, we are subject to market risk related to our net investments in our foreign subsidiaries.
As of December 31, 2025, a hypothetical 10% change in foreign currency exchange rates on our forward contracts and options would not have a material impact on the Consolidated Financial Statements. In addition, we are subject to market risk related to our net investments in our foreign subsidiaries.
The impact of an increase in interest rates was determined based on the impact of the hypothetical change in interest rates and scheduled principal payments on our variable-rate debt obligations as of December 31, 2024 and 2023.
The impact of an increase in interest rates was determined based on the impact of the hypothetical change in interest rates and scheduled principal payments on our variable-rate debt obligations as of December 31, 2025 and 2024.
The net investment in foreign subsidiaries as of December 31, 2024 was $80.7 million. The impact of such market risk exposures as a result of foreign exchange rate fluctuations has not historically been material to us. 50 Table of Contents
The net investment in foreign subsidiaries as of December 31, 2025 was $74.7 million. The impact of such market risk exposures as a result of foreign exchange rate fluctuations has not historically been material to us. 48 Table of Contents
In comparison, at December 31, 2023, we estimated that if interest rates averaged one percentage point more in fiscal year 2024 than they did during 2023, our interest expense would have increased by $8.7 million.
In comparison, at December 31, 2024, we estimated that if interest rates averaged one percentage point more in fiscal year 2025 than they did during 2024, our interest expense would have increased by $9.0 million.
If interest rates average one percentage point more in fiscal year 2025 than they did during 2024, our interest expense would increase by $9.0 million, after considering the effects of interest rate hedges.
If interest rates average one percentage point more in fiscal year 2026 than they did during 2025, our interest expense would increase by $7.4 million, after considering the effects of interest rate hedges.
A one percentage point increase in the interest rate yield would decrease the fair value of the fixed rate debt by approximately $107.0 million. A one percentage point decrease in the interest rate yield would increase the fair value of the fixed rate debt by approximately $110.4 million.
A one percentage point increase in the interest rate yield would decrease the fair value of the fixed rate debt by approximately $91.8 million. A one percentage point decrease in the interest rate yield would increase the fair value of the fixed rate debt by approximately $95.9 million.

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