US Market News
2月前
Trinity Industries, Inc. Announces First Quarter 2026 ResultsApril 30, 2026 6:55 AM
Business Wire
Raises full year EPS guidance to a range of $2.20 to $2.40, up 16% at the midpoint from previous range of $1.85 to $2.10
Reports quarterly earnings from continuing operations of $0.32 per diluted share
Generates operating cash flow of $100 million and net gains on lease portfolio sales of $22 million
Lease fleet utilization of 97.3% at quarter-end
Delivered 1,970 railcars in the quarter; backlog of $1.6 billion at quarter-end
Trinity Industries, Inc. (NYSE:TRN) today announced earnings results for the first quarter ended March 31, 2026.
Financial and Operational Highlights – First Quarter
Quarterly total company revenues of $492 million
Quarterly income from continuing operations per common diluted share ("EPS") of $0.32; $0.03 improvement in EPS year over year
Lease fleet utilization of 97.3% and FLRD of positive 1.2% at quarter-end
Railcar deliveries of 1,970 and new railcar orders of 1,660
Cash flow from continuing operations of $100 million and net gains on lease portfolio sales of $22 million
Last twelve months ("LTM") Return on Equity ("ROE") of 23.1% and Adjusted ROE of 24.6%
2026 Guidance
Industry deliveries of approximately 25,000 railcars
Net fleet investment of $350 million to $450 million
Operating and administrative capital expenditures of $55 million to $65 million
EPS of $2.20 to $2.40 (1)
Management Commentary
"We're pleased to raise our full-year EPS guidance to a range of $2.20 to $2.40, representing a 16% increase at the midpoint," said Trinity's Chief Executive Officer and President, Jean Savage. "This increase reflects higher gains on railcar sales driven by an active secondary market, alongside strong and consistent execution across our business."
"In our Railcar Leasing and Services segment, we're seeing continued momentum, with lease rates moving higher and fleet utilization improving to 97.3%. On April 9th, we closed the restructuring of our remaining railcar investment partnership with Napier Park, and we expect to record a non-cash gain of approximately $130 million in the second quarter."
"In the Rail Products Group, we delivered 1,970 railcars at a 7.4% operating margin, underscoring the benefits of several years of right-sizing, automation, and breakeven reduction in the business." Ms. Savage continued, "Customer inquiries have been trending upward, and we're well-positioned to meet demand when the market turns."
Ms. Savage concluded, "We did what we said we'd do in the first quarter, and we are raising our expectations for the full year based on what we see ahead. We remain focused on disciplined execution for our customers and shareholders."
(1) Excludes items outside our core business operations
Consolidated Financial Summary
Three Months Ended
March 31,
2026
2025
Year over Year – Comparison
($ in millions, except per share amounts)
Revenues
$
492.0
$
585.4
Lower external deliveries in the Rail Products Group
Operating profit
$
101.1
$
99.8
Higher gains on lease portfolio sales and higher lease rates, partially offset by higher operating costs for the lease fleet. Additionally, Q1-25 included the results of a partially-owned leasing subsidiary that was divested in Q4-25.
Interest expense, net
$
65.4
$
66.1
Net income from continuing operations attributable to Trinity Industries, Inc.
$
26.0
$
24.0
EBITDA (1)
$
175.9
$
179.5
Effective tax expense rate
24.2
%
20.3
%
Diluted EPS – GAAP
$
0.32
$
0.29
Net cash provided by operating activities – continuing operations
$
99.6
$
78.4
Lower receivables balances as a result of lower deliveries in the current year period and changes in inventory balances to support planned production levels
Cash flow from operations with net gains on lease portfolio sales (1)
$
121.6
$
84.3
Net fleet investment
$
67.7
$
86.5
Returns of capital to stockholders
$
32.2
$
32.8
(1) Non-GAAP financial measure. See the Reconciliations of Non-GAAP Measures section within this Press Release for a reconciliation to the most directly comparable GAAP measure and why management believes this measure is useful to management and investors.
Additional Business Items
Total committed liquidity of $1.1 billion as of March 31, 2026.
On April 17, 2026, Trinity Rail Leasing 2025 LLC ("TRL-2025"), a limited purpose, indirect wholly-owned subsidiary of the Company owned through Trinity Industries Leasing Company ("TILC"), issued an aggregate principal amount of $481 million of its Series 2026-1 Green Secured Railcar Equipment Notes (the "Series 2026-1 Notes). The Series 2026-1 Notes bear interest at an all-in interest rate of 5.36%, are payable monthly, and have a stated final maturity date of April 2056. Net proceeds received in connection with the issuance of the Series 2026-1 Notes were used to redeem the outstanding debt of Trinity Rail Leasing 2019 LLC Series 2019-1 Secured Railcar Equipment Notes (the "Series 2019-1 Notes") and for general corporate purposes. The all-in interest rate for the Series 2019-1 Notes was 3.82% per annum. The Trinity Rail Leasing 2019 LLC Series 2019-2 Secured Railcar Equipment Notes remain outstanding.
On April 9, 2026, TILC entered into a Contribution Agreement (the “Contribution Agreement”) with, among others, Napier Park Rail Evergreen Fund LLC, a subsidiary of Napier Park Global Capital, a leading alternative credit platform. Pursuant to the Contribution Agreement, TILC contributed (i) a 42.56% membership interest in TRIP Rail Holdings LLC ("TRIP Holdings") and (ii) a 0.2% interest in Triumph Rail Holdings LLC ("Triumph") to NP SPE Holdings LP ("NP SPE") in exchange for a 11.2% limited partnership interest in NP SPE. TILC services all railcars in NP SPE.
As a result, TILC no longer has any direct ownership interest in TRIP Holdings or Triumph.
Trinity expects to recognize a non-cash pre-tax gain of approximately $130 million during the second quarter of 2026 from the sale of its equity stake in TRIP Holdings and Triumph.
Approximately 6,135 railcars will be transferred from partially-owned to investor-owned related to the divestiture of TRIP Holdings in the second quarter of 2026.
Business Group Summary
Three Months Ended
March 31,
2026
2025
Year over Year – Comparison
($ in millions)
Railcar Leasing and Services Group
Revenues
$
285.8
$
287.4
Reduced revenues resulting from the Q4-25 divestiture of a partially-owned leasing subsidiary, partially offset by higher lease rates and higher pricing on external repairs
Operating profit
$
108.2
$
104.5
Higher gains on lease portfolio sales and higher lease rates, partially offset by higher maintenance and compliance costs for the lease fleet and increased depreciation. Q1-25 included the results of a partially-owned leasing subsidiary that was divested in Q4-25.
Operating profit margin
37.9
%
36.4
%
Gains on lease portfolio sales
$
22.0
$
5.9
Fleet utilization (1)
97.3
%
96.8
%
FLRD (2)
+1.2 %
+17.9 %
Wholly-owned lease fleet (in units)
95,825
86,885
Reflects railcars transferred from partially-owned to wholly-owned and investor-owned as a result of a railcar partnership transaction completed in Q4-25
Partially-owned lease fleet (in units)
6,135
23,265
Investor-owned lease fleet (in units)
44,710
34,215
Rail Products Group
Revenues
$
300.0
$
420.5
Lower deliveries
Operating profit
$
22.1
$
25.9
Lower deliveries, partially offset by a higher mix of high-margin railcars
Operating profit margin
7.4
%
6.2
%
New railcars:
Deliveries (in units)
1,970
3,060
Orders (in units)
1,660
695
Order value
$
211.1
$
109.3
Backlog value
$
1,610.1
$
1,886.6
Sustainable railcar conversions:
Backlog (in units)
440
25
Backlog value
$
37.7
$
3.1
Eliminations
Eliminations – revenues
$
(93.8
)
$
(122.5
)
Eliminations – operating profit
$
(3.5
)
$
(6.2
)
Corporate and other
Selling, engineering, and administrative expenses
$
25.7
$
24.4
March 31, 2026
December 31, 2025
Loan-to-value ratio
Wholly-owned subsidiaries
69.1
%
70.2
%
(1) Includes wholly-owned railcars, partially-owned railcars, and railcars under leased-in arrangements.
(2) FLRD calculates the implied change in lease rates for railcar leases expiring over the next four quarters. The FLRD assumes that these expiring leases will be renewed at the most recent quarterly transacted lease rates for each railcar type. We believe the FLRD is useful to both management and investors as it provides insight into the near-term trend in lease rates.
Conference Call
Trinity will hold a conference call at 8:00 a.m. Eastern on April 30, 2026 to discuss its first quarter results. To listen to the call, please visit the Investor Relations section of the Company's website at www.trin.net and access the Events & Presentations webpage, or the live call can be accessed at 1-888-317-6003 with the conference passcode "2392682". Please call at least 10 minutes in advance to ensure a proper connection. An audio replay may be accessed through the Company’s website or by dialing 1-877-344-7529 with passcode "9259553" until 11:59 p.m. Eastern on May 7, 2026.
Additionally, the Company will provide a quarterly investor presentation that will be accessible both within the webcast and on Trinity's Investor Relations website under the Events and Presentations portion of the site along with the First Quarter Earnings Call event weblink.
Non-GAAP Financial Measures
We have included financial measures compiled in accordance with generally accepted accounting principles ("GAAP") and certain non-GAAP measures in this earnings press release to provide management and investors with additional information regarding our financial results. Non-GAAP measures should not be considered in isolation or as a substitute for our reported results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures for other companies. For each non-GAAP financial measure, a reconciliation to the most comparable GAAP measure has been included in the accompanying tables. When forward-looking non-GAAP measures are provided, quantitative reconciliations to the most directly comparable GAAP measures are not provided because management cannot, without unreasonable effort, predict the timing and amounts of certain items included in the computations of each of these measures. These factors include, but are not limited to: the product mix of expected railcar deliveries; the timing and amount of significant transactions and investments, such as lease portfolio sales, capital expenditures, and returns of capital to stockholders; and the amount and timing of certain other items outside the normal course of our core business operations.
About Trinity Industries
Trinity Industries, Inc., headquartered in Dallas, Texas, owns businesses that are leading providers of rail transportation products and services in North America. Our businesses market their railcar products and services under the trade name TrinityRail®. Our platform also includes the brands of RSI Logistics, a provider of software and logistics solutions, and Holden America, a supplier of railcar parts and components. Our platform provides railcar leasing and management services; railcar manufacturing; railcar maintenance and modifications; and other railcar logistics products and services. Trinity reports its financial results in two reportable business segments: (1) Railcar Leasing and Services Group and (2) Rail Products Group. For more information, visit: www.trin.net.
Some statements in this release, which are not historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about Trinity's estimates, expectations, beliefs, intentions or strategies for the future, and the assumptions underlying these forward-looking statements, including, but not limited to, future financial and operating performance, future opportunities and any other statements regarding events or developments that Trinity believes or anticipates will or may occur in the future, including the impacts of a potential shutdown, or partial shutdown, of the U.S. government. Trinity uses the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” “guidance,” “projected,” “outlook,” and similar expressions to identify these forward-looking statements. Forward-looking statements speak only as of the date of this release, and Trinity expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Trinity’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by federal securities laws. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations, including but not limited to risks and uncertainties regarding geopolitical events and conflicts, as well as economic, competitive, governmental, and technological factors affecting Trinity’s operations, markets, products, services and prices, and such forward-looking statements are not guarantees of future performance. In particular, estimates of the non-cash gain resulting from the Contribution Agreement may not be materially accurate when compared to the actual non-cash gain. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” and “Forward-Looking Statements” in Trinity’s Annual Report on Form 10-K for the most recent fiscal year, as may be revised and updated by Trinity’s Quarterly Reports on Form 10-Q, and Trinity’s Current Reports on Form 8-K.
- TABLES TO FOLLOW -
Trinity Industries, Inc.
Condensed Consolidated Statements of Operations
(in millions, except per share amounts)
(unaudited)
Three Months Ended
March 31,
2026
2025
Revenues
$
492.0
$
585.4
Operating costs:
Cost of revenues
363.1
443.2
Selling, engineering, and administrative expenses
50.7
50.0
Gains on dispositions of property:
Lease portfolio sales
22.0
5.9
Other
0.9
1.7
390.9
485.6
Operating profit
101.1
99.8
Interest expense, net
65.4
66.1
Other, net
0.6
(2.7
)
Income from continuing operations before income taxes
35.1
36.4
Provision for income taxes
8.5
7.4
Income from continuing operations
26.6
29.0
Loss from discontinued operations, net of income taxes
(1.8
)
(1.9
)
Net income
24.8
27.1
Net income attributable to noncontrolling interest
0.6
5.0
Net income attributable to Trinity Industries, Inc.
$
24.2
$
22.1
Basic earnings per common share:
Income from continuing operations
$
0.33
$
0.29
Loss from discontinued operations
(0.02
)
(0.02
)
Net income attributable to Trinity Industries, Inc.
$
0.30
$
0.27
Diluted earnings per common share:
Income from continuing operations
$
0.32
$
0.29
Loss from discontinued operations
(0.02
)
(0.02
)
Net income attributable to Trinity Industries, Inc.
$
0.30
$
0.26
Weighted average number of shares outstanding:
Basic
79.7
81.6
Diluted
81.9
83.8
Note: Earnings per common share is calculated independently for each component and may not sum to total net income attributable to Trinity Industries, Inc. per common share due to rounding.
Trinity has certain unvested restricted stock awards that participate in dividends on a nonforfeitable basis and are therefore considered to be participating securities. Consequently, diluted net income attributable to Trinity Industries, Inc. per common share is calculated under both the two-class method and the treasury stock method, and the more dilutive of the two calculations is presented.
Trinity Industries, Inc.
Condensed Consolidated Balance Sheets
(in millions)
(unaudited)
March 31, 2026
December 31, 2025
ASSETS
Cash and cash equivalents
$
132.6
$
201.3
Receivables, net of allowance
326.1
389.1
Income tax receivable
28.2
27.5
Inventories
483.2
469.1
Restricted cash
120.0
122.3
Property, plant, and equipment, net:
Railcars in our lease fleet:
Wholly-owned subsidiaries
6,534.7
6,512.4
Partially-owned subsidiary
370.2
372.2
Deferred profit on railcar products sold
(623.2
)
(628.6
)
Operating and administrative assets
361.3
365.3
6,643.0
6,621.3
Goodwill
221.5
221.5
Other assets
376.1
372.3
Total assets
$
8,330.7
$
8,424.4
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable
$
272.9
$
269.6
Accrued liabilities
247.2
301.2
Debt:
Recourse
598.6
598.5
Non-recourse:
Wholly-owned subsidiaries
4,516.7
4,573.4
Partially-owned subsidiary
267.0
270.6
5,382.3
5,442.5
Deferred income taxes
1,148.0
1,129.0
Other liabilities
134.6
136.8
Stockholders' equity:
Trinity Industries, Inc.
1,078.8
1,077.2
Noncontrolling interest
66.9
68.1
1,145.7
1,145.3
Total liabilities and stockholders' equity
$
8,330.7
$
8,424.4
Trinity Industries, Inc.
Condensed Consolidated Statements of Cash Flows
(in millions)
(unaudited)
Three Months Ended
March 31,
2026
2025
Operating activities:
Net cash provided by operating activities – continuing operations
$
99.6
$
78.4
Net cash used in operating activities – discontinued operations
(1.8
)
(1.9
)
Net cash provided by operating activities
97.8
76.5
Investing activities:
Capital expenditures – lease fleet
(151.0
)
(120.2
)
Proceeds from lease portfolio sales
83.3
33.7
Capital expenditures – operating and administrative
(6.3
)
(9.2
)
Other investing activities
3.8
4.1
Net cash used in investing activities
(70.2
)
(91.6
)
Financing activities:
Net proceeds from (repayments of) debt
(62.2
)
(77.3
)
Shares repurchased
(7.2
)
(8.2
)
Dividends paid to common shareholders
(24.8
)
(24.6
)
Other financing activities
(4.4
)
(14.1
)
Net cash used in financing activities
(98.6
)
(124.2
)
Net decrease in cash, cash equivalents, and restricted cash
(71.0
)
(139.3
)
Cash, cash equivalents, and restricted cash at beginning of period
323.6
374.4
Cash, cash equivalents, and restricted cash at end of period
$
252.6
$
235.1
Trinity Industries, Inc.
Reconciliations of Non-GAAP Measures
($ in millions, except percentages)
(unaudited)
Adjusted Return on 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 (ii) the denominator is calculated as average Trinity stockholders’ equity (which excludes noncontrolling interest). In the following table, the numerator and denominator of our Adjusted ROE calculation are reconciled to income from continuing operations and total stockholders’ equity, respectively, which are the most directly comparable GAAP financial measures. Management believes that Adjusted ROE is a useful measure to both management and investors as it provides an indication of the economic return on the Company’s investments over time. Non-GAAP measures should not be considered in isolation or as a substitute for our reported results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures for other companies.
LTM
March 31, 2026
March 31, 2025
($ in millions)
Numerator:
Income from continuing operations
$
282.1
Net income attributable to noncontrolling interest
(19.8
)
Net income from continuing operations attributable to Trinity Industries, Inc.
$
262.3
Denominator:
Total stockholders' equity
$
1,145.7
$
1,299.7
Noncontrolling interest
(66.9
)
(246.5
)
Trinity stockholders' equity
$
1,078.8
$
1,053.2
Average total stockholders' equity
$
1,222.7
Return on Equity (1)
23.1
%
Average Trinity stockholders' equity
$
1,066.0
Adjusted Return on Equity (2)
24.6
%
(1) Return on Equity is calculated as income from continuing operations divided by average total stockholders' equity.
(2) Adjusted Return on Equity is calculated as net income from continuing operations attributable to Trinity Industries, Inc. divided by average Trinity stockholders' equity, each as defined and reconciled above.
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. We believe this measure is useful to both management and investors as it provides a relevant measure of liquidity and a useful basis for assessing the breadth of the cash flow generation capabilities across our operating platform, as well as our ability to fund our operations and repay our debt. This measure is defined as net cash provided by operating activities from continuing operations as computed in accordance with GAAP, plus net gains on lease portfolio sales and is reconciled to net cash provided by operating activities from continuing operations, the most directly comparable GAAP financial measure, in the following table. Non-GAAP measures should not be considered in isolation or as a substitute for our reported results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures for other companies.
Three Months Ended
March 31,
2026
2025
Net cash provided by operating activities – continuing operations
$
99.6
$
78.4
Net gains on lease portfolio sales
22.0
5.9
Cash flow from operations with net gains on lease portfolio sales
$
121.6
$
84.3
EBITDA
“EBITDA” is defined as income from continuing operations plus interest expense, provision for income taxes, and depreciation and amortization expense. EBITDA is a non-GAAP financial measure; however, the amounts included in the calculation are derived from amounts included in our GAAP financial statements. EBITDA is reconciled to net income, the most directly comparable GAAP financial measure, in the following table. This information is provided to assist management and investors in making meaningful comparisons of our operating performance between periods. We believe EBITDA is a useful measure for analyzing the performance of our business. We also believe that EBITDA is commonly reported and widely used by investors and other interested parties as a measure of a company’s operating performance and debt servicing ability because it assists in comparing performance on a consistent basis without regard to capital structure, depreciation or amortization (which can vary significantly depending on many factors). EBITDA should not be considered as an alternative to net income, as an indicator of our operating performance, or as an alternative to operating cash flows as measures of liquidity. Non-GAAP measures should not be considered in isolation or as a substitute for our reported results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures for other companies.
Three Months Ended
March 31,
2026
2025
Net income
$
24.8
$
27.1
Less: Loss from discontinued operations, net of income taxes
(1.8
)
(1.9
)
Income from continuing operations
26.6
29.0
Interest expense
68.2
68.8
Provision for income taxes
8.5
7.4
Depreciation and amortization expense
72.6
74.3
EBITDA
$
175.9
$
179.5
View source version on businesswire.com: https://www.businesswire.com/news/home/20260430131386/en/
Investor Contact:
Leigh Anne Mann
Vice President, Investor Relations
Trinity Industries, Inc.
(Investors) 214/631-4420
Media Contact:
Jack L. Todd
Vice President, Public Affairs
Trinity Industries, Inc.
(Media Line) 214/589-8909
Original: Trinity Industries, Inc. Announces First Quarter 2026 Results
US Market News
4月前
Trinity Industries, Inc. Announces Fourth Quarter and Full Year 2025 ResultsFebruary 12, 2026 6:55 AM
Business Wire
Reports full year earnings from continuing operations of $3.14 per diluted share
Generates full year operating cash flow of $367 million
Net gains on lease portfolio sales of $91 million and non-cash pre-tax gain on railcar partnership restructuring of $194 million
Lease fleet utilization of 97.1% and Future Lease Rate Differential ("FLRD") of positive 6.0% at quarter-end
Delivered 9,500 railcars in the year; backlog of $1.7 billion at year-end
Trinity Industries, Inc. (NYSE:TRN) today announced earnings results for the fourth quarter and year ended December 31, 2025.
Financial and Operational Highlights – Fourth Quarter
Quarterly total company revenues of $611 million
Quarterly income from continuing operations per common diluted share ("EPS") of $2.31; $1.93 improvement in EPS year over year
Non-cash pre-tax gain on railcar partnership restructuring of $194 million
Lease fleet utilization of 97.1% and FLRD of positive 6.0% at quarter-end
Quarterly railcar deliveries of 2,945 and new railcar orders of 1,800
Financial and Operational Highlights – Full Year
Full year total company revenues of $2.2 billion
Full year EPS of $3.14; $1.33 improvement in EPS year over year
Full year cash flow from continuing operations of $367 million and net gains on lease portfolio sales of $91 million
Full year Return on Equity ("ROE") of 23.2% and Adjusted ROE of 24.4%
2026 Guidance
Industry deliveries of approximately 25,000 railcars
Net fleet investment of $450 million to $550 million
Operating and administrative capital expenditures of $55 million to $65 million
EPS of $1.85 to $2.10
Excludes items outside of our core business operations
Management Commentary
“Trinity Industries delivered strong full year 2025 results with an EPS of $3.14 – an improvement of $1.33 year over year – driven by higher lease rates, gains on lease portfolio sales, lower administrative costs, and a $194 million non-cash gain from a railcar partnership restructuring,” said Jean Savage, Trinity’s Chief Executive Officer and President. “We ended the year with an Adjusted ROE of 24.4%, and our cash flow from operations metric, which includes net gains on lease portfolio sales, was $458 million,” Ms. Savage added.
“In our Railcar Leasing and Services Group, full year revenues increased 6% year over year, reflecting continued repricing of our fleet at market rates and net fleet growth. Additionally, the railcar partnership restructuring reinforces our confidence in the value of our lease fleet and its earnings growth potential. The market value of our lease fleet is substantially higher than its book value, and we plan to proactively and consistently monetize this embedded value through increased secondary market sales as an integral part of our capital allocation strategy.”
Ms. Savage continued, “In the Rail Products Group, we delivered a full year operating margin of 5.2%, within our guidance range. Achieving this margin despite a 46% decline in year over year deliveries underscores the progress we have made in creating a more resilient and adaptable operating platform.”
“Looking ahead, we are introducing full year 2026 EPS guidance of $1.85 to $2.10, reflecting continued lease rate growth, higher expected gains from increased secondary market activity, and stable margin performance.” Ms. Savage concluded, “We are intentionally structured to generate resilient earnings and strong cash flow through disciplined lease pricing, active portfolio management, and balanced capital deployment.”
Consolidated Financial Summary
Three Months Ended
December 31,
2025
2024
Year over Year – Comparison
($ in millions, except per share amounts)
Revenues
$
611.2
$
629.4
Lower external deliveries in the Rail Products Group, partially offset by higher lease rates and higher maintenance services revenues
Operating profit
$
335.4
$
112.0
$194 million non-cash gain on railcar partnership restructuring and higher gains on lease portfolio sales, partially offset by lower external deliveries in the Rail Products Group
Interest expense, net
$
70.6
$
66.9
Net income from continuing operations attributable to Trinity Industries, Inc.
$
188.9
$
31.9
EBITDA (1)
$
417.1
$
191.1
Effective tax expense rate
25.8
%
14.1
%
Q4 2024 – Changes in valuation allowances
Diluted EPS – GAAP
$
2.31
$
0.38
Year Ended
December 31,
2025
2024
Year over Year – Comparison
($ in millions, except per share amounts)
Revenues
$
2,156.9
$
3,079.2
Lower external deliveries in the Rail Products Group
Operating profit
$
649.2
$
491.5
$194 million non-cash gain on railcar partnership restructuring, higher gains on lease portfolio sales, and lower selling, engineering, and administrative expenses, partially offset by lower external deliveries in the Rail Products Group and costs associated with workforce reductions
Interest expense, net
$
274.2
$
273.5
Net income from continuing operations attributable to Trinity Industries, Inc.
$
260.3
$
152.7
EBITDA (1)
$
965.7
$
804.1
Effective tax expense rate
24.2
%
22.7
%
Diluted EPS – GAAP
$
3.14
$
1.81
Net cash provided by operating activities – continuing operations
$
366.9
$
588.1
Primarily higher railcar deliveries in the prior year and the purchase of tax credits in the current year
Cash flow from operations with net gains on lease portfolio sales (1)
$
458.3
$
645.4
Net fleet investment
$
350.0
$
181.2
Higher fleet additions in 2025
Returns of capital to stockholders
$
170.0
$
114.2
(1) Non-GAAP financial measure. See the Reconciliations of Non-GAAP Measures section within this Press Release for a reconciliation to the most directly comparable GAAP measure and why management believes this measure is useful to management and investors.
Additional Business Items
Total committed liquidity of $1.1 billion as of December 31, 2025.
In December 2025, our Board of Directors declared an increase to our quarterly dividend from $0.30 per share to $0.31 per share.
In December 2025, the Company completed a strategic restructuring of its railcar investment partnerships with Napier Park, a leading alternative credit platform. Before the restructuring, Trinity held a 43% stake in TRIP Rail Holdings LLC (“TRIP Holdings”), which owned over 17,000 railcars through its subsidiaries Tribute Rail LLC (“Tribute”) and Triumph Rail LLC (“Triumph”). Trinity also owned 31% of RIV 2013 Rail Holdings LLC (“RIV 2013”), which owns more than 6,200 railcars via its subsidiary TRP 2021 LLC (“TRP 2021”).
Through this transaction, Napier Park acquired 99.8% ownership of Triumph’s immediate parent company, Triumph Rail Holdings LLC (“Triumph Holdings”), and Trinity acquired sole ownership of RIV 2013 and TRP 2021. Trinity now wholly owns RIV 2013 and 0.2% of Triumph Holdings, while Napier Park owns 99.8% of Triumph Holdings. Tribute remains a subsidiary of TRIP Holdings under the current joint venture ownership structure, with Napier Park owning 57% and Trinity owning 43% of TRIP Holdings.
Trinity recognized a non-cash pre-tax gain of $194 million from the sale of its equity stake in Triumph Holdings.
Approximately 6,235 railcars were transferred from partially-owned to wholly-owned related to the acquisition of the noncontrolling interest in RIV 2013 as of December 31, 2025. Approximately 10,850 railcars were transferred from partially-owned to investor-owned related to the divestiture of Triumph as of December 31, 2025.
Business Group Summary
Three Months Ended
December 31,
2025
2024
Year over Year – Comparison
($ in millions)
Railcar Leasing and Services Group
Revenues
$
315.8
$
287.1
Favorable pricing on external repairs and higher lease rates, partially offset by a lower volume of external repairs in the maintenance services business
Operating profit
$
357.2
$
120.5
Gain on railcar partnership restructuring, higher gains on lease portfolio sales, and higher lease rates
Operating profit margin
113.1
%
42.0
%
Gains on lease portfolio sales
$
56.0
$
21.1
Gain on divestiture of partially-owned leasing subsidiary
$
194.2
$
—
Fleet utilization (1)
97.1
%
97.0
%
FLRD (2)
+6.0 %
+24.3 %
Strength in repricing lease rates
Wholly-owned lease fleet (in units)
95,315
86,355
2025 includes approximately 6,235 railcars transferred from partially-owned to wholly-owned related to the railcar partnership restructuring
Partially-owned lease fleet (in units)
6,170
23,280
2025 includes approximately 10,850 railcars transferred from partially-owned to investor-owned related to the railcar partnership restructuring
Investor-owned lease fleet (in units)
44,785
34,230
Rail Products Group
Revenues
$
426.7
$
526.3
Lower deliveries
Operating profit
$
19.6
$
46.3
Lower deliveries, reduced overhead absorption due to lower production volumes, and credit loss expense for an aged customer receivable, partially offset by a higher mix of, and production efficiencies associated with, high-margin specialty railcars
Operating profit margin
4.6
%
8.8
%
New railcars:
Deliveries (in units)
2,945
3,760
Orders (in units)
1,800
1,500
Order value
$
241.8
$
191.9
Backlog value
$
1,661.6
$
2,145.5
Expect to deliver approximately 49% of our railcar backlog value during 2026
Sustainable railcar conversions:
Deliveries (in units)
—
55
Backlog (in units)
270
25
Backlog value
$
35.2
$
3.1
Eliminations
Eliminations – revenues
$
(131.3
)
$
(184.0
)
Eliminations – operating profit
$
(4.2
)
$
(17.7
)
Corporate and other
Selling, engineering, and administrative expenses
$
37.2
$
32.8
Higher employee-related costs, including incentive-based compensation
December 31, 2025
December 31, 2024
Loan-to-value ratio
Wholly-owned subsidiaries
70.2
%
67.6
%
(1) Includes wholly-owned railcars, partially-owned railcars, and railcars under leased-in arrangements.
(2) FLRD calculates the implied change in lease rates for railcar leases expiring over the next four quarters. The FLRD assumes that these expiring leases will be renewed at the most recent quarterly transacted lease rates for each railcar type. We believe the FLRD is useful to both management and investors as it provides insight into the near-term trend in lease rates.
Conference Call
Trinity will hold a conference call at 8:00 a.m. Eastern on February 12, 2026 to discuss its fourth quarter and full year results. To listen to the call, please visit the Investor Relations section of the Company's website at www.trin.net and access the Events & Presentations webpage, or the live call can be accessed at 1-888-317-6003 with the conference passcode "1457819". Please call at least 10 minutes in advance to ensure a proper connection. An audio replay may be accessed through the Company’s website or by dialing 1-877-344-7529 with passcode "3121216" until 11:59 p.m. Eastern on February 19, 2026.
Additionally, the Company will provide a quarterly investor presentation that will be accessible both within the webcast and on Trinity's Investor Relations website under the Events and Presentations portion of the site along with the Fourth Quarter Earnings Call event weblink.
Non-GAAP Financial Measures
We have included financial measures compiled in accordance with generally accepted accounting principles ("GAAP") and certain non-GAAP measures in this earnings press release to provide management and investors with additional information regarding our financial results. Non-GAAP measures should not be considered in isolation or as a substitute for our reported results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures for other companies. For each non-GAAP financial measure, a reconciliation to the most comparable GAAP measure has been included in the accompanying tables. When forward-looking non-GAAP measures are provided, quantitative reconciliations to the most directly comparable GAAP measures are not provided because management cannot, without unreasonable effort, predict the timing and amounts of certain items included in the computations of each of these measures. These factors include, but are not limited to: the product mix of expected railcar deliveries; the timing and amount of significant transactions and investments, such as lease portfolio sales, capital expenditures, and returns of capital to stockholders; and the amount and timing of certain other items outside the normal course of our core business operations.
About Trinity Industries
Trinity Industries, Inc., headquartered in Dallas, Texas, owns businesses that are leading providers of rail transportation products and services in North America. Our businesses market their railcar products and services under the trade name TrinityRail®. Our platform also includes the brands of RSI Logistics, a provider of software and logistics solutions, and Holden America, a supplier of railcar parts and components. Our platform provides railcar leasing and management services; railcar manufacturing; railcar maintenance and modifications; and other railcar logistics products and services. Trinity reports its financial results in two reportable business segments: (1) Railcar Leasing and Services Group and (2) Rail Products Group. For more information, visit: www.trin.net.
Some statements in this release, which are not historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about Trinity's estimates, expectations, beliefs, intentions or strategies for the future, and the assumptions underlying these forward-looking statements, including, but not limited to, future financial and operating performance, future opportunities and any other statements regarding events or developments that Trinity believes or anticipates will or may occur in the future, including the impacts of a potential shutdown, or partial shutdown, of the U.S. government. Trinity uses the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” “guidance,” “projected,” “outlook,” and similar expressions to identify these forward-looking statements. Forward-looking statements speak only as of the date of this release, and Trinity expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Trinity’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by federal securities laws. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations, including but not limited to risks and uncertainties regarding economic, competitive, governmental, and technological factors affecting Trinity’s operations, markets, products, services and prices, and such forward-looking statements are not guarantees of future performance. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” and “Forward-Looking Statements” in Trinity’s Annual Report on Form 10-K for the most recent fiscal year, as may be revised and updated by Trinity’s Quarterly Reports on Form 10-Q, and Trinity’s Current Reports on Form 8-K.
- TABLES TO FOLLOW -
Trinity Industries, Inc.
Condensed Consolidated Statements of Operations
(in millions, except per share amounts)
(unaudited)
Three Months Ended
December 31,
Year Ended
December 31,
2025
2024
2025
2024
Revenues
$
611.2
$
629.4
$
2,156.9
$
3,079.2
Operating costs:
Cost of revenues
455.5
474.4
1,584.2
2,411.0
Selling, engineering, and administrative expenses
69.7
61.6
214.3
235.7
Gains (losses) on dispositions of property and other divestitures:
Lease portfolio sales
56.0
21.1
91.4
57.3
Gain on divestiture of partially-owned leasing subsidiary
194.2
—
194.2
—
Other
(0.8
)
1.8
5.2
6.0
Restructuring activities, net
—
4.3
—
4.3
275.8
517.4
1,507.7
2,587.7
Operating profit
335.4
112.0
649.2
491.5
Interest expense, net
70.6
66.9
274.2
273.5
Other, net
—
(2.4
)
(0.4
)
(3.8
)
Income from continuing operations before income taxes
264.8
47.5
375.4
221.8
Provision (benefit) for income taxes:
Current
4.8
27.3
13.4
72.5
Deferred
63.5
(20.6
)
77.5
(22.1
)
68.3
6.7
90.9
50.4
Income from continuing operations
196.5
40.8
284.5
171.4
Loss from discontinued operations, net of income taxes
(2.3
)
(3.0
)
(7.2
)
(14.3
)
Net income
194.2
37.8
277.3
157.1
Net income attributable to noncontrolling interest
7.6
8.9
24.2
18.7
Net income attributable to Trinity Industries, Inc.
$
186.6
$
28.9
$
253.1
$
138.4
Basic earnings per common share:
Income from continuing operations
$
2.36
$
0.39
$
3.22
$
1.86
Loss from discontinued operations
(0.03
)
(0.04
)
(0.09
)
(0.17
)
Net income attributable to Trinity Industries, Inc.
$
2.34
$
0.35
$
3.13
$
1.69
Diluted earnings per common share:
Income from continuing operations
$
2.31
$
0.38
$
3.14
$
1.81
Loss from discontinued operations
(0.03
)
(0.04
)
(0.09
)
(0.17
)
Net income attributable to Trinity Industries, Inc.
$
2.28
$
0.34
$
3.05
$
1.64
Weighted average number of shares outstanding:
Basic
79.9
81.9
80.8
81.9
Diluted
81.8
84.5
82.9
84.2
Note: Earnings per common share is calculated independently for each component and may not sum to total net income attributable to Trinity Industries, Inc. per common share due to rounding.
Trinity has certain unvested restricted stock awards that participate in dividends on a nonforfeitable basis and are therefore considered to be participating securities. Consequently, diluted net income attributable to Trinity Industries, Inc. per common share is calculated under both the two-class method and the treasury stock method, and the more dilutive of the two calculations is presented.
Trinity Industries, Inc.
Condensed Consolidated Balance Sheets
(in millions)
(unaudited)
December 31,
2025
December 31,
2024
ASSETS
Cash and cash equivalents
$
201.3
$
228.2
Receivables, net of allowance
389.1
379.1
Income tax receivable
27.5
2.4
Inventories
469.1
476.2
Restricted cash
122.3
146.2
Property, plant, and equipment, net:
Railcars in our lease fleet:
Wholly-owned subsidiaries
6,512.4
5,948.1
Partially-owned subsidiaries
372.2
1,416.0
Deferred profit on railcar products sold
(628.6
)
(732.5
)
Operating and administrative assets
365.3
356.5
6,621.3
6,988.1
Goodwill
221.5
221.5
Other assets
372.3
390.5
Total assets
$
8,424.4
$
8,832.2
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable
$
269.6
$
251.7
Accrued liabilities
301.2
353.0
Debt:
Recourse
598.5
597.8
Non-recourse:
Wholly-owned subsidiaries
4,573.4
4,021.3
Partially-owned subsidiaries
270.6
1,071.8
5,442.5
5,690.9
Deferred income taxes
1,129.0
1,075.6
Other liabilities
136.8
153.8
Stockholders' equity:
Trinity Industries, Inc.
1,077.2
1,058.9
Noncontrolling interest
68.1
248.3
1,145.3
1,307.2
Total liabilities and stockholders' equity
$
8,424.4
$
8,832.2
Trinity Industries, Inc.
Condensed Consolidated Statements of Cash Flows
(in millions)
(unaudited)
Year Ended
December 31,
2025
2024
Operating activities:
Net cash provided by operating activities – continuing operations
$
366.9
$
588.1
Net cash used in operating activities – discontinued operations
(7.2
)
(14.3
)
Net cash provided by operating activities
359.7
573.8
Investing activities:
Capital expenditures – lease fleet
(749.3
)
(541.9
)
Proceeds from lease portfolio sales
399.3
360.7
Capital expenditures – operating and administrative
(45.6
)
(53.8
)
Other investing activities
10.0
20.4
Net cash used in investing activities
(385.6
)
(214.6
)
Financing activities:
Net proceeds from (repayments of) debt
180.0
(80.1
)
Shares repurchased
(71.3
)
(20.7
)
Dividends paid to common shareholders
(98.7
)
(93.2
)
Other financing activities
(34.9
)
(25.9
)
Net cash used in financing activities
(24.9
)
(219.9
)
Net increase (decrease) in cash, cash equivalents, and restricted cash
(50.8
)
139.3
Cash, cash equivalents, and restricted cash at beginning of period
374.4
235.1
Cash, cash equivalents, and restricted cash at end of period
$
323.6
$
374.4
Trinity Industries, Inc.
Reconciliations of Non-GAAP Measures
($ in millions, except per share amounts and percentages)
(unaudited)
Adjusted Operating Results
We have supplemented the presentation of our reported GAAP operating profit, income from continuing operations before income taxes, provision (benefit) for income taxes, income from continuing operations, net income from continuing operations attributable to Trinity Industries, Inc., and diluted income from continuing operations per common share attributable to Trinity Industries, Inc. with non-GAAP measures that adjust the GAAP measures to exclude the impact of certain gains on dispositions of other property; restructuring activities, net; interest expense, net; and certain other transactions or events (as applicable), described in the footnotes to the tables below. These non-GAAP measures are derived from amounts included in our GAAP financial statements and are reconciled to the most directly comparable GAAP financial measures in the tables below. Management believes that these measures are useful to both management and investors for analyzing the performance of our business without the impact of certain items that are not indicative of our normal business operations. Non-GAAP measures should not be considered in isolation or as a substitute for our reported results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures for other companies.
Three Months Ended December 31, 2024
GAAP
Gains on dispositions of property – other (1)
Restructuring activities, net
Adjusted
Operating profit
$
112.0
$
(2.7
)
$
4.3
$
113.6
Income from continuing operations before income taxes
$
47.5
$
(2.7
)
$
4.3
$
49.1
Provision (benefit) for income taxes
$
6.7
$
(0.6
)
$
0.9
$
7.0
Income from continuing operations
$
40.8
$
(2.1
)
$
3.4
$
42.1
Net income from continuing operations attributable to Trinity Industries, Inc.
$
31.9
$
(2.1
)
$
3.4
$
33.2
Diluted weighted average shares outstanding
84.5
84.5
Diluted income from continuing operations per common share attributable to Trinity Industries, Inc.
$
0.38
$
0.39
Year Ended December 31, 2024
GAAP
Gains on dispositions of property – other (1)
Restructuring activities, net
Interest expense, net (2)
Adjusted
Operating profit
$
491.5
$
(2.7
)
$
4.3
$
—
$
493.1
Income from continuing operations before income taxes
$
221.8
$
(2.7
)
$
4.3
$
(1.2
)
$
222.2
Provision (benefit) for income taxes
$
50.4
$
(0.6
)
$
0.9
$
(0.3
)
$
50.4
Income from continuing operations
$
171.4
$
(2.1
)
$
3.4
$
(0.9
)
$
171.8
Net income from continuing operations attributable to Trinity Industries, Inc.
$
152.7
$
(2.1
)
$
3.4
$
(0.9
)
$
153.1
Diluted weighted average shares outstanding
84.2
84.2
Diluted income from continuing operations per common share attributable to Trinity Industries, Inc.
$
1.81
$
1.82
(1) Represents insurance recoveries in excess of net book value for assets damaged by a fire at the Company’s facility in Cartersville, Georgia in the first quarter of 2024.
(2) Represents interest income accretion related to a seller-financing agreement associated with the sale of certain non-operating assets.
Adjusted Return on 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 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). In the following table, the numerator and denominator of our Adjusted ROE calculation are reconciled to income from continuing operations and total stockholders’ equity, respectively, which are the most directly comparable GAAP financial measures. Management believes that Adjusted ROE is a useful measure to both management and investors as it provides an indication of the economic return on the Company’s investments over time. Non-GAAP measures should not be considered in isolation or as a substitute for our reported results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures for other companies.
December 31,
2025
December 31,
2024
December 31,
2023
($ in millions)
Numerator:
Income from continuing operations
$
284.5
$
171.4
Net income attributable to noncontrolling interest
(24.2
)
(18.7
)
Net income from continuing operations attributable to Trinity Industries, Inc.
260.3
152.7
Adjustments (net of income taxes):
Gains on dispositions of property – other (1)
—
(2.1
)
Restructuring activities, net
—
3.4
Interest expense, net (2)
—
(0.9
)
Adjusted Net Income
$
260.3
$
153.1
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
Return on Equity (3)
23.2
%
13.3
%
Average Trinity stockholders' equity
$
1,068.1
$
1,048.0
Adjusted Return on Equity (4)
24.4
%
14.6
%
(1) Represents insurance recoveries in excess of net book value for assets damaged by a fire at the Company’s facility in Cartersville, Georgia in the first quarter of 2024.
(2) Represents interest income accretion related to a seller-financing agreement associated with the sale of certain non-operating assets.
(3) Return on Equity is calculated as income from continuing operations divided by average total stockholders' equity.
(4) Adjusted Return on Equity is calculated as adjusted net income divided by average Trinity stockholders' equity, each as defined and reconciled above.
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. We believe this measure is useful to both management and investors as it provides a relevant measure of liquidity and a useful basis for assessing the breadth of the cash flow generation capabilities across our operating platform, as well as our ability to fund our operations and repay our debt. This measure is defined as net cash provided by operating activities from continuing operations as computed in accordance with GAAP, plus net gains on lease portfolio sales and is reconciled to net cash provided by operating activities from continuing operations, the most directly comparable GAAP financial measure, in the following table. Non-GAAP measures should not be considered in isolation or as a substitute for our reported results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures for other companies.
Year Ended
December 31,
2025
2024
Net cash provided by operating activities – continuing operations
$
366.9
$
588.1
Net gains on lease portfolio sales
91.4
57.3
Cash flow from operations with net gains on lease portfolio sales
$
458.3
$
645.4
EBITDA and Adjusted EBITDA
“EBITDA” is defined as income from continuing operations plus interest expense, provision (benefit) for income taxes, and depreciation and amortization expense. Adjusted EBITDA is defined as EBITDA plus certain gains on dispositions of other property; restructuring activities, net; and interest income. EBITDA and Adjusted EBITDA are non-GAAP financial measures; however, the amounts included in these calculations are derived from amounts included in our GAAP financial statements. EBITDA and Adjusted EBITDA are reconciled to net income, the most directly comparable GAAP financial measure, in the following table. This information is provided to assist management and investors in making meaningful comparisons of our operating performance between periods. We believe EBITDA is a useful measure for analyzing the performance of our business. We also believe that EBITDA is commonly reported and widely used by investors and other interested parties as a measure of a company’s operating performance and debt servicing ability because it assists in comparing performance on a consistent basis without regard to capital structure, depreciation or amortization (which can vary significantly depending on many factors). EBITDA and Adjusted EBITDA should not be considered as alternatives to net income, as indicators of our operating performance, or as alternatives to operating cash flows as measures of liquidity. Non-GAAP measures should not be considered in isolation or as a substitute for our reported results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures for other companies.
Three Months Ended
December 31,
Year Ended
December 31,
2025
2024
2025
2024
Net income
$
194.2
$
37.8
$
277.3
$
157.1
Less: Loss from discontinued operations, net of income taxes
(2.3
)
(3.0
)
(7.2
)
(14.3
)
Income from continuing operations
196.5
40.8
284.5
171.4
Interest expense
73.6
70.0
285.2
288.5
Provision (benefit) for income taxes
68.3
6.7
90.9
50.4
Depreciation and amortization expense
78.7
73.6
305.1
293.8
EBITDA
417.1
191.1
965.7
804.1
Gains on dispositions of property – other
—
(2.7
)
—
(2.7
)
Restructuring activities, net
—
4.3
—
4.3
Interest income
—
—
—
(1.2
)
Adjusted EBITDA
$
417.1
$
192.7
$
965.7
$
804.5
View source version on businesswire.com: https://www.businesswire.com/news/home/20260212662904/en/
Investor Contact:
Leigh Anne Mann
Vice President, Investor Relations
Trinity Industries, Inc.
(Investors) 214/631-4420
Media Contact:
Jack L. Todd
Vice President, Public Affairs
Trinity Industries, Inc.
(Media Line) 214/589-8909
Original: Trinity Industries, Inc. Announces Fourth Quarter and Full Year 2025 Results
Enterprising Investor
8年前
Trinity Industries, Inc. Board of Directors Approves Separation of Arcosa, Inc. (9/25/18)
Record Date – October 17, 2018
Distribution Date – November 1, 2018
Arcosa expects to begin “regular-way” trading on the NYSE on November 1, 2018 under the ticker ACA
DALLAS--(BUSINESS WIRE)--Trinity Industries, Inc. (NYSE: TRN) (“Trinity”) announced today that its Board of Directors formally approved the separation of its infrastructure-related businesses from Trinity through a distribution of all of the common stock of Arcosa, Inc. (“Arcosa”) held by Trinity to Trinity stockholders. In connection with the approval, the board has also set the distribution ratio, record date, and distribution date for the separation. As a result, the following will occur:
- The distribution is expected to be made at 12:01 a.m. local New York City time on November 1, 2018 to Trinity stockholders of record as of 5:00 p.m. local New York City time on October 17, 2018, the record date for the distribution.
- On the distribution date, Trinity stockholders will receive one share of Arcosa common stock for every three shares of Trinity common stock held as of the record date.
- Following the distribution, Arcosa will be an independent, publicly-traded company on the New York Stock Exchange, and Trinity will retain no ownership interest in Arcosa.
“Today’s announcement marks one of the final steps toward completing the separation of Arcosa from Trinity Industries, and I continue to be extremely excited about the future for both companies,” said Timothy R. Wallace, Trinity’s Chairman, CEO and President. “This year marks Trinity’s 85th year as a company, and its 60th year as a public company. As Trinity has grown through the years, our dedicated employees have worked together to build an unparalleled portfolio of industry-leading businesses. We are proud of Trinity’s history of success and rich corporate culture, both of which we believe establish an excellent foundation for a stronger future. Following the separation, Trinity will concentrate its focus on being a premier provider of rail transportation products and services to customers while continuing to generate high quality earnings and returns for our stockholders.”
Antonio Carrillo, Arcosa’s President and Chief Executive Officer added, “I am honored to have led our team to this important milestone as we move closer to a successful launch of Arcosa as a standalone public company. We are very proud of our historical roots as part of Trinity, and are equally honored to be part of the bright future we see ahead for our Arcosa stakeholders. We have a fantastic organization, built upon an established platform of leading businesses in the construction, energy, and transportation markets, with long-standing customer relationships and opportunities to grow in attractive markets through disciplined organic investments and acquisitions. To arrive at this important juncture has required a tremendous collaborative effort among Trinity and Arcosa employees, whose talent and dedication will support the success of each company’s new future.”
Arcosa Common Stock Distribution
As stated above, the Trinity Board of Directors approved a pro rata dividend of Arcosa common stock owned by Trinity to be made on November 1, 2018 (the “distribution date”) to Trinity stockholders of record as of 5:00 p.m. local New York City time on October 17, 2018 (the “record date”). The distribution will be effective at 12:01 a.m. local New York City time on the distribution date. Each Trinity stockholder of record will receive one share of Arcosa common stock for every three shares of Trinity common stock held by such stockholder as of the record date. No fractional shares of Arcosa’s common stock will be distributed. Fractional shares of Arcosa’s common stock will be aggregated and sold on the open market, and the aggregate net proceeds of the sales will be distributed ratably in the form of cash payments to Trinity stockholders who would otherwise be entitled to receive a fractional share of Arcosa’s common stock.
Trading of Trinity and Arcosa Shares
Shares of Trinity common stock will continue to trade “regular-way” on the New York Stock Exchange (“NYSE”) under the symbol “TRN” through and after the November 1, 2018 distribution date. Any holder of shares of Trinity common stock who sells Trinity shares “regular way” through the close of trading on the day prior to the November 1, 2018 distribution date will also be selling their right to receive shares of Arcosa common stock in the distribution. It is anticipated that Trinity shares will also trade “ex-distribution” (that is, without the right to receive shares of Arcosa common stock in the distribution) beginning on or about October 16, 2018, and continuing through the close of trading on the day prior to the distribution date. Investors should consult with their financial advisors about selling their shares of Trinity common stock on or after the record date and on or before the distribution date. Beginning on November 1, 2018, “regular-way” trading in Trinity stock will reflect the distribution of Arcosa.
A “when-issued” public trading market for Arcosa’s common stock is expected to begin on or about October 16, 2018 on the NYSE and continue through the close of trading on the day prior to the distribution date. Beginning on November 1, 2018, “when-issued” trading will end and Arcosa will begin “regular-way” trading on the NYSE under the symbol “ACA.”
Information About the Separation
The distribution of Arcosa’s shares will be made in book entry form, which means no physical share certificates of Arcosa will be issued. No action is required by Trinity stockholders in order to receive shares of Arcosa common stock in the distribution and they will not be required to surrender or exchange their Trinity shares.
Prior to the distribution date, Trinity will mail an information statement to holders of Trinity common stock as of the record date. The information statement describes Arcosa, including the risks of owning Arcosa common stock and other details regarding the distribution and is an exhibit to Arcosa’s Registration Statement on Form 10, as amended (the “Form 10”), which Arcosa has filed with the Securities and Exchange Commission (the “SEC”) and is available at www.sec.gov.
The completion of the Arcosa distribution is subject to the satisfaction or waiver of a number of conditions, including the Form 10 for the Arcosa common stock being declared effective by the SEC and certain other conditions described in the Information Statement included in the Form 10 and in the form of Separation and Distribution Agreement, which is filed as an exhibit to the Form 10. Trinity and Arcosa expect all conditions to the Arcosa distribution to be satisfied on or before the distribution date.
The Arcosa separation has been structured to qualify as a tax-free distribution to U.S. holders of Trinity common stock for U.S. federal income tax purposes. Cash received in lieu of fractional shares will, however, be taxable. Trinity stockholders should consult their tax advisors with respect to the U.S. federal, state, local and non-U.S. tax consequences of the Arcosa separation.
https://www.businesswire.com/news/home/20180925006067/en/Trinity-Industries-Board-Directors-Approves-Separation-Arcosa
Enterprising Investor
8年前
Trinity Industries, Inc. Introduces the Spin-off Company Name of Arcosa, Inc. and Announces Filing of Initial Form 10 Registration Statement for the Planned Spin-off (5/15/18)
Separation Remains on Track for Completion in the Fourth Quarter of 2018
DALLAS--(BUSINESS WIRE)--Trinity Industries, Inc. (NYSE: TRN) (“Trinity”) today introduced the name of its future infrastructure company as Arcosa, Inc. (“Arcosa”) following the separation of the two companies into independent, publicly-traded companies. The previously announced spin-off transaction remains on track to be completed in the fourth quarter of 2018 through a tax-free spin of Arcosa to Trinity stockholders.
We are pleased to announce the name of Arcosa, our future, publicly-traded infrastructure company,” said Antonio Carrillo, the President and Chief Executive Officer of Arcosa. “Our new name symbolizes the ‘arc’ of progress for our business and our ongoing commitment to meeting critical infrastructure needs through innovation, entrepreneurship, and flexibility. We will have a new name, but our individual businesses have built reputations for quality, service, and operational excellence over decades. We are proud of our historical roots as part of Trinity, and are equally honored to be part of Arcosa’s exciting future as a standalone public company.”
Today with the introduction of Arcosa, Trinity has also announced the filing of the initial Form 10 with the U.S. Securities and Exchange Commission. The initial Form 10 contains a preliminary information statement providing details related to the business, strategy, and historical financial results of the new infrastructure company.
“Today’s filing marks an important step in the process toward establishing two independent, publicly-traded companies with high-performing businesses and long-term growth potential,” said Timothy R. Wallace, Trinity’s Chairman, Chief Executive Officer, and President. “We believe that this strategic separation will enable both companies to enhance their competitive positions, advance distinct investment theses, and optimize their balance sheets and capital allocation priorities to achieve the best returns for their respective stockholders.”
As detailed in the initial Form 10 filing, Arcosa is expected to be a growth-oriented manufacturer and producer of infrastructure-related products for construction, energy, and transportation markets. With $1.5 billion in 2017 revenues and $132 million in 2017 operating profit, Arcosa plans to leverage its strong platform of businesses to capitalize on North American economic expansion and infrastructure spending, which should present compelling strategic opportunities. The new company, with a strong balance sheet and planned committed credit availability and debt capacity, is expected to have the financial flexibility to pursue organic capital investments and acquisitions. Arcosa will have a leadership team with a track record of growth and the proven ability to operate efficiently in cyclical markets.
Following the spin-off transaction, Trinity’s business portfolio will include railcar leasing and management services, railcar manufacturing, railcar maintenance, railcar aftermarket parts, tank car heads manufacturing, and the highway products business.
Trinity will continue to dedicate resources to pursue TrinityRail®’s vision of being a premier provider of rail transportation products and services in North America. TrinityRail is positioned to build upon the success of its integrated rail business model, generating further growth and differentiation of its multiple, market-leading platforms while enhancing Trinity’s financial performance, capital structure, and overall value proposition to investors.
In addition, Trinity will maintain ownership and the status quo of the highway products business as it defends pending highway-related litigation. The Company has positive legal momentum following the favorable Fifth Circuit ruling and continues to evaluate long-term plans for the highway products business to enhance shareholder value.
The Form 10 is not yet effective and, as is customary, will be updated as additional information about Arcosa becomes available.
Completion of the spin-off will be subject to, among other things, the effectiveness of the Form 10 registration statement with the Securities and Exchange Commission, assurance that the separation will be tax-free to Trinity’s stockholders for U.S. federal income tax purposes, final approval from Trinity’s Board of Directors, and other customary conditions. Trinity may, at any time and for any reason until the proposed transaction is complete, abandon the separation or modify or change its terms. The separation is expected to be completed in the fourth quarter of 2018, but there can be no assurance regarding the ultimate timing of the separation or that the separation will ultimately occur.
For more information, a copy of the Form 10 registration statement is accessible by searching for filings by Arcosa, Inc. (CIK: 0001739445) on the SEC's Edgar reporting system, which can be found at http://www.sec.gov/edgar/searchedgar/companysearch.html. A copy can also be found on the Trinity Spin-Off section of Trinity’s website at www.trin.net.
J.P. Morgan Securities, LLC is serving as financial advisor to Trinity; Skadden, Arps, Slate Meagher & Flom LLP is serving as legal counsel; and KPMG LLP is serving as tax advisor. Evercore Group L.L.C. is also advising Trinity in this process.
About Trinity Industries, Inc.
Trinity Industries, Inc., headquartered in Dallas, Texas, is a diversified industrial company that owns complementary market-leading businesses providing products and services to the energy, chemical, agriculture, transportation, and construction sectors, among others. Trinity reports its financial results in five principal business segments: the Rail Group, the Railcar Leasing and Management Services Group, the Inland Barge Group, the Construction Products Group, and the Energy Equipment Group. For more information, visit: www.trin.net.
https://www.businesswire.com/news/home/20180515006540/en/Trinity-Industries-Introduces-Spin-off-Company-Arcosa-Announces
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