February 26, 2024February 26, 2024TRINITY INDUSTRIES INC0000099780false00000997802024-02-262024-02-26

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 26, 2024
trnlogoverticalhrblacaa14.jpg
_______________________________________
(Exact name of registrant as specified in its charter)
   
Delaware1-690375-0225040
(State or other jurisdiction
of incorporation)
(Commission File No.)(I.R.S. Employer
Identification No.)
14221 N. Dallas Parkway, Suite 1100,
Dallas, Texas 75254-2957
(Address of Principal Executive Offices, and Zip Code)
(214) 631-4420
Registrant's Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
______________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockTRNNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 7.01 Regulation FD Disclosure.
The Company has updated its presentation for investors and interested parties to include the activity for the period ended December 31, 2023. The materials to be utilized in future investor presentations are attached as Exhibit 99.1 to this report.
The presentation contains information about a change to the composition of the Company's reportable segments that became effective January 1, 2024. The presentation includes an unaudited comparison of our reported segment results for 2023 to our segment results that have been recast to show the effects of this change. The unaudited financial information contained in the presentation is presented for illustrative purposes only and is based upon available information and certain assumptions that management believes are reasonable under the circumstances.
The information in Exhibit 99.1 is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. Additionally, the submission of this report on Form 8-K is not an admission of the materiality of any information in this report that is required to be disclosed solely by Regulation FD.




Item 9.01 Financial Statements and Exhibits.

(a) - (c) Not applicable.

(d) Exhibits:
NO.DESCRIPTION
99.1 
101.SCHInline XBRL Taxonomy Extension Schema Document (filed electronically herewith).
101.LABInline XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith).
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith).
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Trinity Industries, Inc.
February 26, 2024By:/s/ Eric R. Marchetto
Name: Eric R. Marchetto
Title: Executive Vice President and Chief Financial Officer


DELIVERING GOODS for THE GOOD of ALL TRINITY INDUSTRIES, INC. Quarterly Investor Presentation February 26, 2024 – for the period ended December 31, 2023 Exhibit 99.1


 
DELIVERING GOODS for THE GOOD of ALL /// 2 Forward Looking Statements and Other References Some statements in this presentation, 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. 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 material, 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. This presentation also includes references to calculations that are not based on generally accepted accounting principles (“GAAP”). Reconciliations of each of these non-GAAP measures to the most directly comparable GAAP measures have been included in the Appendix. When forward-looking non-GAAP measures are provided, Trinity does not provide quantitative reconciliations of forward-looking non-GAAP measures to the most directly comparable GAAP measures because it 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 shareholders; and the amount and timing of certain other items outside the normal course of our core business operations.


 
DELIVERING GOODS for THE GOOD of ALL /// Investor Presentation – February 2024 3 I. Trinity Industries, Inc. Overview . . . . . . . . . . . . . . . . . . Page 4 II. Trinity’s Value Proposition . . . . . . . . . . . . . . . . . . . . . . . . Page 9 III. Railcar Market Overview . . . . . . . . . . . . . . . . . . . . . . . . . . Page 16 IV. Financial Positioning and Strategic Objectives . . . . . Page 20 V. Appendix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 25


 
DELIVERING GOODS for THE GOOD of ALL TRINITY INDUSTRIES, INC. OVERVIEW (NYSE: TRN)


 
DELIVERING GOODS for THE GOOD of ALL /// Trinity’s Value Proposition 5


 
DELIVERING GOODS for THE GOOD of ALL /// • Trinity Industries, Inc. is a market leading railcar leasing business that provides rail transportation products and services in North America – Top 5 Leasing company ~ 109,295 railcars under ownership ~ 33,005 additional investor-owned railcars – Leading railcar manufacturer with 37% of industry deliveries in FY 2023 – Railcar maintenance network and growing railcar logistics products and services • Unique rail platform provides single source for comprehensive rail transportation solutions • 2023 total revenues of $3.0 billion • 2023 Adjusted EBITDA* of $714 million • Current dividend yield of 4.2%(1) – 239 consecutive quarterly dividend payments Trinity Industries, Inc. Overview External Revenue by Business Segment(2) *All specified data as of December 31, 2023; See appendix for footnotes and reconciliation of non-GAAP measures $7.8 billion* Enterprise Value $86 million* 2023 Stockholder Returns $309 million* 2023 Cash Flow from Cont. Ops $2.2 billion* Market Cap 6 Leasing Rail Products Adj EPS, Cont Ops (Diluted) * 2021 2022 2023 $— $1,000 $2,000 $3,000 $— $0.50 $1.00 $1.50 (in $mms)


 
DELIVERING GOODS for THE GOOD of ALL /// A Differentiated Value Proposition for Our Customers • Lease Portfolio • Fleet Management • Equipment Finance Solutions Leasing • Rail Product Portfolio • Aftermarket Parts Manufacturing • Maintenance • Modifications • Repair • Mobile Units Maintenance • Logistics and Terminal Services • Data Analytics • Connected Railcar Services Cross-sell to deliver innovative solutions and a differentiated experience Optimize customers’ ownership and usage of railcar equipment Drive rail industry modal share through supply chain efficiency Aligned with industrial shippers through ownership and engineering 7


 
DELIVERING GOODS for THE GOOD of ALL /// Trinity’s Business Segments * See appendix for reconciliation of non-GAAP measures $3.0B Total Revenues Trinity Industries Inc. (2023) $413M Adjusted Operating Profit* $136M Adjusted Income from Cont. Ops.* $714M Adjusted EBITDA* $871M Segment Revenue $429M Segment Operating Profit • Railcar leasing services • Asset management • Railcar investment vehicle (RIV) sales • Digital solutions and logistics services Railcar Leasing and Management Services Group $2,703M Segment Revenue $129M Segment Operating Profit • Tank and freight railcars • Maintenance services • Railcar parts and heads • Segment operating profit includes gains from insurance recoveries of $6M Rail Products Group $591M Segment Revenue $35M Segment Operating Profit • Intersegment Eliminations, primarily from the sale of railcars from the Rail Products Group to the Railcar Leasing and Management Services Group for new railcar equipment supported by a firm customer contract for the lease Intersegment Eliminations 8


 
DELIVERING GOODS for THE GOOD of ALL TRINITY’S VALUE PROPOSITION


 
DELIVERING GOODS for THE GOOD of ALL /// Trinity’s Platform is Built to Deliver Shareholder Value 2023 Revenues $3.0B 2023 Cash Flow, Continuing Ops $309M 2023 OP Margin, Adjusted*(1) 14% 2023 Stockholder Returns $86M * See appendix for footnote and reconciliation of non-GAAP measures 10


 
DELIVERING GOODS for THE GOOD of ALL /// Leasing Operations Revenue OP Margin 2019 2020 2021 2022 2023 $600 $700 $800 $900 —% 20% 40% 60% Stable Financial Performance Through the Cycle FLRD and Utilization Remain Favorable Leasing Operations Revenue and Operating Profit Margin(1) (in $mms) See appendix for footnotes 11 Leading railcar lessor ◦ Owned fleet of 109,295 railcars ◦ Total owned and investor-owned fleet of 142,300 railcars ◦ Renewal success rate of 81% for 2023 ◦ Average remaining lease term of 2.9 years Growing portfolio and future cash flow ◦ Leasing backlog of 2,470 railcars ◦ $2.5 billion future contractual lease revenues Balanced portfolio management ◦ Portfolio expirations and average expiring lease rate imply manageable renewal risk ◦ Future Lease Rate Differential(2) remains high at +23.7%, compared to +26.6% in Q3-23 Fl ee t U ti liz at io n FLR D Fleet Utilization FLRD (2) Q4-22 Q1-23 Q2-23 Q3-23 Q4-23 90% 95% 100% —% 25% 50%


 
DELIVERING GOODS for THE GOOD of ALL /// Rail Products Revenue Maintenance Services Revenue Other Revenue OP Margin 2019 2020 2021 2022 2023 $— $1,000 $2,000 $3,000 —% 4% 8% 12% Leading manufacturer of railcars in North America ◦ Delivered 17,355 railcars during 2023 ◦ Backlog of $3.2 billion for 25,890 new railcars at December 31, 2023 ◦ Flexible manufacturing footprint enables quick response to shifts in market demand Focused on resetting cost basis to enhance manufacturing margins ◦ Various initiatives underway to lower break-even point Highly variable cost structure in a highly cyclical market ◦ Material input costs averaged more than 70% of the cost of most railcars in 2023 ◦ Depreciation approximates $35 million per year ◦ Operating leverage results from long production runs and the scaling of production capacity Optimization of Production Operations Ongoing Backlog Provides Important Production Visibility Flexible Manufacturing Footprint Adjusts to Meet Demand (1) 12 Beginning Backlog Deliveries Orders 2019 2020 2021 2022 2023 — 10,000 20,000 30,000 40,000 (in $mms) See appendix for footnotes


 
DELIVERING GOODS for THE GOOD of ALL /// Railcars: Sustainable Long-term Investments • Long-term leases • High renewal success rates • Low credit defaults and bad debt expense • Active secondary market Stable and Predictable Cash Flows • 35-50 year useful life • Positive yield relationship to inflation • Low volatility for residuals • Low technological obsolescence Hard Asset Value with Inflation Benefits • Integral component of North American supply chain • Multiple market sectors with varying demand drivers Strong Correlation with GDP • Rent yields highly correlate to interest rates Natural Interest Rate Hedge • Accelerated depreciation for tax purposes • Bonus depreciation allowed under current tax law • Superior risk-adjusted returns Tax-advantaged Investment • Accounts for 1/3 of U.S. freight, but only 0.5% of greenhouse emissions • Up to 95% recyclable through scrap and salvage Environmental Profile* *See appendix for source information 13


 
DELIVERING GOODS for THE GOOD of ALL /// Diversified Portfolio of Railcar Equipment ~ 900 Different Commodities ~ 270 Different Railcar Designs 14*All percentage information reflects Company-owned fleet assets as of December 31, 2023 Refined Products & Chemicals Energy Agriculture Construction & Metals Consumer Products Fr ei g h t C ar s 5 3 % Open Hoppers & Gondolas Coal Aggregates, Steel and Metals 11% Small Covered Hopper (< 5k cu/ft) Frac Sand Fertilizer Cement, Construction Materials, Steel and Metals 12% Large Covered Hopper (> 5k cu/ft) Other Chemical (Soda Ash) DDG and Feeds, Grain Mill Products, Grains, Food and Other Ag, Fertilizer Lumber (Wood Chips) 12% Specialty Covered Hopper Plastics Coal (Fly Ash) Grain Mill Products Aggregates, Cement 7% Other Freight Other Chemicals Food Lumber, Steel and Metals, Cement Autos, Paper, Intermodal 11% Ta n k C ar s 4 7 % Pressure Tank Cars NGL, Chlor Alkali, Petro-chemical, Other Chemicals Fertilizer 9% Gen. Service Tank Cars (< 20k. Gal) Sulfur Products, Chlor Alkali, Other Chemicals Grain Mill Products Aggregates (Clay Slurry) 3% Gen. Service Tank Cars (20k - 25k Gal.) Refined Products, Petro-chemicals, Other Chemicals Fertilizer, Food, Animal Feed 5% Gen. Service Tank Cars (25k - 30k Gal.) Refined Products, Petro-chemicals, Other Chemicals Crude Oil, Biofuels Grain Mill Products, Food 12% Gen. Service Tank Cars (> 30k. Gal) Refined Products, Petrochemicals, Other Chemicals, NGL's Biofuels, Crude Oil 13% Specialty Tank Chlor Alkali, Other Chemicals, Sulfur Products Fertilizer 5% 34% 27% 20% 10% 9% Commercial End Markets / Commodities M aj or R ai lc ar C at eg or y


 
DELIVERING GOODS for THE GOOD of ALL /// Commitment to Premier Performance and Sustainability 15 Environmental Commitment Social Responsibility Governance Excellence Risk Management Operating our business in a way that minimizes impact on natural resources and the environment • Leveraged Green Financing Framework, for financing of green-eligible railcars assets, supported by Sustainalytics • Sustainable railcar conversions allow for re-use of railcar components while still addressing a changing demand environment • Innovative products and services that enhance the rail modal supply chain advantage and reduce GHG emissions Attracting and retaining a diverse and empowered workforce • Fostering an inclusive and collaborative workplace • Hiring and retaining the best talent and providing opportunities for continuing professional development • Improving the well being of our employees and stakeholders • Contributing to the communities in which we operate Promoting the long-term interests of stakeholders, strengthening accountability and inspiring trust • Independent Chairman and Board of Directors with diverse backgrounds and experienced oversight • Incentive compensation programs aligned with shareholder interests • Board of Directors and Executive Leadership Team oversight of ESG initiatives Strong track record of operational excellence • All Trinity Rail manufacturing facilities and Trinity HQ achieved ISO 14001 (Environmental) and ISO 45001 (Safety) certification, the only railcar manufacturer in North America certified to both rigorous standards • Actively engage stakeholders in environmental, health, and safety (EHS) initiatives and continually improve EHS processes, practices, and operational performance


 
DELIVERING GOODS for THE GOOD of ALL RAILCAR MARKET OVERVIEW


 
DELIVERING GOODS for THE GOOD of ALL /// Integral Part of the North American Supply Chain • 1.7 million railcars in North America(1) • 1.4 trillion ton miles moved by rail in 2023(2) • 3,500+ commodities moved by rail(3) • Annual railcar loadings of 17 million in 2023(4), highly correlated to U.S. GDP U.S. Freight Ton Miles by Mode of Transportation(2) See appendix for footnotes 17 Truck, 48% Rail, 26% Water, 9% Pipe, 17% 5.4 trillion total ton miles


 
DELIVERING GOODS for THE GOOD of ALL /// Delivering Essential Goods to the Global Marketplace See appendix for source information • Coal • Biofuels • Frac Sand • U.S. Crude • Canadian Crude 30% of North American railcar loadings ~230 distinct commodities Energy • Natural Gas Liquids • Refined Products • Plastics • Petro-chemicals • Chlor Alkali • Sulfur Products 14% of North American railcar loadings ~980 distinct commodities Refined Products & Chemicals • Grains • Grain Mill Products • Distillers Dried Grains/Feed • Fertilizers 23% of North American railcar loadings ~730 distinct commodities Agriculture • Construction Materials • Aggregates • Steel/Iron 22% of North American railcar loadings ~620 distinct commodities Construction & Metals • Autos • Paper • Intermodal 11% of North American railcar loadings ~1,000 distinct commodities Consumer Products 18


 
DELIVERING GOODS for THE GOOD of ALL /// Capitalizing on Structural Change in the Rail Market The TrinityRail platform has grown at a 11% CAGR since 2003 Lessors Make Up A Growing Share of the North American Fleet Railcar Lessor Ownership Profile Presents Consolidation Opportunity Operating Lessors *Over 100 lessors own 242K railcars in “All other” 19 Financial Lessors 13% 13% 9% 26% 12% 13% TRN, 14% Wells Fargo CIT ITE All other * GATX UnionTank TRN 55% 19% 16% 10% Lessor Railroad Shipper TTX See appendix for source information


 
DELIVERING GOODS for THE GOOD of ALL FINANCIAL POSITIONING AND STRATEGIC OBJECTIVES


 
DELIVERING GOODS for THE GOOD of ALL /// Healthy Balance Sheet Strategically Positioned for Opportunistic Deployment and Value Creation 21 Unencumbered Railcars $374M • Pledge to warehouse • Additional assets can be sold or financed • LTV of 64.3% for the wholly-owned lease portfolio as of Q4-23 CAPITAL LEVERSDEBT STRUCTURE Cash & Equivalents $106M Revolver Availability $583M Warehouse Availability $218M LIQUIDITY Attractive Debt Structures Conservative Capitalization See appendix for footnotes Recourse Debt $795M @ ~6.2%(1) Non-recourse Debt $5.0B @ ~4.2%(1) • Favorable average cost of debt • Flexible term structures Solid Liquidity of $906M(1)


 
DELIVERING GOODS for THE GOOD of ALL /// Executing on Strategic Initiatives to Improve Pre-Tax ROE 22 Manufacturing Cost Improvement Lease Fleet Optimization *See appendix for reconciliation of non-GAAP measures Lower Cost of Capital | Reduce Cyclicality | Improve Rail Supply Chain FY 2023* LT Goal 9.6% 12.1% Mid-Teen Pre-Tax ROE Goal Balance Sheet Optimization Sustainable Growth Full year net investment in lease fleet of $287M Fleet utilization of 97.5% LTV of 64.3% Effective 1/1/2024, moving maintenance services out of the Rail Products segment and into the “Railcar Leasing and Services Group” to leverage maintenance business for lease fleet optimization Organizational Improvement Received UP Sustainability Partner Award; recognized by CN for sustainability efforts Named by Newsweek as one of the “Greatest Workplaces for Diversity” Remain disciplined in pricing and production decisions to drive consistent and efficient operations


 
DELIVERING GOODS for THE GOOD of ALL /// ~ $20-25B TAM Revenue Opportunity for Services Expansion in Railcar Industry Positioned for Further Success in the Marketplace • Superior customer experience through “Anytime” access • Fleet Management Solutions • RailPulseTM consortium Digital Platforms • Commercialize fleet analytics capabilities • Develop GPS and telematics solutions for enhanced rail supply chain management Data Analytics • Tuck-in service solutions • Optimize rail maintenance network geographically • Opportunistic portfolio acquisitions/ alliances Scale & Consolidation • Moderating lease fleet investment • Increasing leverage of internal maintenance capacity • Expand RIV platform to extend commercial reach Disciplined Operating Model Trinity’s Leasing Company has a bright future and is leading the change for network efficiency to enhance the modal advantage of the railcar industry 23


 
DELIVERING GOODS for THE GOOD of ALL /// Operating Model and Company Purpose 24


 
DELIVERING GOODS for THE GOOD of ALL APPENDIX


 
DELIVERING GOODS for THE GOOD of ALL /// Reconciliation: Adjusted Operating Results 26 (1) Represents the change in estimated fair value of additional contingent consideration associated with an acquisition. (2) Represents insurance recoveries in excess of net book value for assets damaged by a tornado at the Company’s rail maintenance facility in Cartersville, Georgia in the first quarter of 2021. (3) Represents interest income accretion related to a seller-financing agreement associated with the sale of certain non-operating assets. 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 selling, engineering, and administrative expenses; 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 table above. 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 table above. 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. Year Ended December 31, 2023 (in millions, except per share amounts) GAAP Selling, engineering, and administrative expenses (1) Gains on dispositions of property – other (2) Restructuring activities, net Interest expense, net (3) Adjusted Operating profit $ 417.0 $ 4.0 $ (6.3) $ (2.2) $ — $ 412.5 Income from continuing operations before income taxes $ 149.0 $ 4.0 $ (6.3) $ (2.2) $ (1.5) $ 143.0 Provision (benefit) for income taxes $ 9.0 $ 1.0 $ (1.6) $ (0.6) $ (0.4) $ 7.4 Income from continuing operations $ 140.0 $ 3.0 $ (4.7) $ (1.6) $ (1.1) $ 135.6 Net income from continuing operations attributable to Trinity Industries, Inc. $ 119.4 $ 3.0 $ (4.7) $ (1.6) $ (1.1) $ 115.0 Diluted weighted average shares outstanding 83.4 83.4 Diluted income from continuing operations per common share attributable to Trinity Industries, Inc. $ 1.43 $ 1.38


 
DELIVERING GOODS for THE GOOD of ALL /// Reconciliation: Adjusted Operating Results (continued) (1) The effective tax rate for gains on dispositions of other property; restructuring activities, net; and interest expense, net is before consideration of the CARES Act. (2) Represents insurance recoveries in excess of net book value for assets damaged by a tornado at the Company’s rail maintenance facility in Cartersville, Georgia in the first quarter of 2021. (3) Represents interest income accretion related to a seller-financing agreement associated with the sale of certain non-operating assets. We have supplemented the presentation of our reported GAAP operating profit, income (loss) from continuing operations before income taxes, provision (benefit) for income taxes, income (loss) 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; the income tax effects of the CARES Act; and certain other transactions or events (as applicable), described in the footnotes to the table above. 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 table above. 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. 27 Year Ended December 31, 2022 (in millions, except per share amounts) GAAP Gains on dispositions of property – other (1)(2) Restructuring activities, net (1) Interest expense, net (1)(3) Income tax effect of CARES Act Adjusted Operating profit $ 334.0 $ (7.5) $ 1.0 $ — $ — $ 327.5 Income (loss) from continuing operations before income taxes $ 126.5 $ (7.5) $ 1.0 $ (1.4) $ — $ 118.6 Provision (benefit) for income taxes $ 27.6 $ (1.9) $ 0.3 $ (0.3) $ 0.6 $ 26.3 Income (loss) from continuing operations $ 98.9 $ (5.6) $ 0.7 $ (1.1) $ (0.6) $ 92.3 Net income from continuing operations attributable to Trinity Industries, Inc. $ 86.1 $ (5.6) $ 0.7 $ (1.1) $ (0.6) $ 79.5 Diluted weighted average shares outstanding 84.2 84.2 Diluted income from continuing operations per common share attributable to Trinity Industries, Inc. $ 1.02 $ 0.94


 
DELIVERING GOODS for THE GOOD of ALL /// Reconciliation: Adjusted Operating Results (continued) (1) The effective tax rate for gains on dispositions of other property; restructuring activities, net; the loss on extinguishment of debt; and pension plan settlement is before consideration of the CARES Act. (2) Represents insurance recoveries in excess of net book value for assets damaged by a tornado at the Company’s rail maintenance facility in Cartersville, Georgia in the first quarter of 2021. (3) Excludes $7.1 million of loss on extinguishment of debt associated with the noncontrolling interest recorded in the second quarter of 2021. (4) Represents the portion of the loss on extinguishment of debt attributable to the noncontrolling interest, for which Trinity does not provide income taxes. We have supplemented the presentation of our reported GAAP operating profit, income (loss) from continuing operations before income taxes, provision (benefit) for income taxes, income (loss) 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; loss on extinguishment of debt; pension plan settlement; the income tax effects of the CARES Act; and certain other transactions or events (as applicable), described in the footnotes to the table above. 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 table above. 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. 28 Year Ended December 31, 2021 (in millions, except per share amounts) GAAP Gains on dispositions of property – other (1)(2) Restructuring activities, net (1) Loss on extinguishment of debt – Controlling Interest (1)(3) Loss on extinguishment of debt – Noncontrolling Interest (4) Pension plan settlement (1) Income tax effect of CARES Act Adjusted Operating profit $ 256.8 $ (7.8) $ (3.7) $ — $ — $ — $ — $ 245.3 Income (loss) from continuing operations before income taxes $ 55.2 $ (7.8) $ (3.7) $ 4.6 $ 7.1 $ (0.6) $ — $ 54.8 Provision (benefit) for income taxes $ 15.9 $ (2.0) $ (0.8) $ 1.1 $ — $ 0.7 $ (2.5) $ 12.4 Income (loss) from continuing operations $ 39.3 $ (5.8) $ (2.9) $ 3.5 $ 7.1 $ (1.3) $ 2.5 $ 42.4 Net income from continuing operations attributable to Trinity Industries, Inc. $ 39.5 $ (5.8) $ (2.9) $ 3.5 $ — $ (1.3) $ 2.5 $ 35.5 Diluted weighted average shares outstanding 103.8 103.8 Diluted income from continuing operations per common share attributable to Trinity Industries, Inc. $ 0.38 $ 0.34


 
DELIVERING GOODS for THE GOOD of ALL /// Reconciliation: EBITDA and Adjusted EBITDA “EBITDA” is defined as income from continuing operations plus interest expense, income taxes, and depreciation and amortization expense. Adjusted EBITDA is defined as EBITDA plus certain selling, engineering, and administrative expenses; 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 table above. 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. 29 Year Ended December 31, 2023 (in millions) Net income $ 126.6 Less: Loss from discontinued operations, net of income taxes (13.4) Income from continuing operations 140.0 Interest expense 277.9 Provision (benefit) for income taxes 9.0 Depreciation and amortization expense 293.2 EBITDA 720.1 Selling, engineering, and administrative expenses 4.0 Gains on dispositions of property – other (6.3) Restructuring activities, net (2.2) Interest income (1.5) Adjusted EBITDA $ 714.1


 
DELIVERING GOODS for THE GOOD of ALL /// Reconciliation: Total Company Pre-Tax ROE 30 (1) Represents the change in estimated fair value of additional contingent consideration associated with an acquisition. (2) Represents insurance recoveries in excess of net book value for assets damaged by a tornado at the Company’s rail maintenance facility in Cartersville, Georgia in the first quarter of 2021. (3) Represents interest income accretion related to a seller-financing agreement associated with the sale of certain non-operating assets. (4) Return on Equity is calculated as income from continuing operations divided by average total stockholders' equity. (5) Pre-Tax Return on Equity is calculated as adjusted profit before tax divided by average adjusted stockholders' equity, each as defined below and reconciled above. Pre-Tax Return on Equity (“Pre-Tax ROE”) is a non-GAAP measure that is derived from amounts included in our GAAP financial statements. We define Pre-Tax ROE as a ratio for which (i) the numerator is calculated as income or loss from continuing operations, adjusted to exclude the effects of the provision or benefit for income taxes, net income or loss attributable to noncontrolling interest, and certain other adjustments, described in the footnotes to the table above, 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 stockholders’ equity (which excludes noncontrolling interest), adjusted to exclude accumulated other comprehensive income or loss. In the table above, the numerator and denominator of our Pre-Tax ROE calculation are reconciled to income from continuing operations and total stockholders’ equity, respectively, which are the GAAP financial measures used in the computation of ROE. Management believes that Pre-Tax 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. Pre-Tax ROE is used in consideration of the Company’s expected tax position in the near-term. 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, 2023 December 31, 2022 December 31, 2021 ($ in millions) Numerator: Income from continuing operations $ 140.0 $ 98.9 Provision (benefit) for income taxes 9.0 27.6 Income from continuing operations before income taxes 149.0 126.5 Net income attributable to noncontrolling interest (20.6) (12.8) Adjustments: Selling, engineering, and administrative expenses (1) 4.0 — Gains on dispositions of property – other (2) (6.3) (7.5) Restructuring activities, net (2.2) 1.0 Interest expense, net (3) (1.5) (1.4) Adjusted Profit Before Tax $ 122.4 $ 105.8 Denominator: Total stockholders' equity $ 1,275.5 $ 1,269.6 $ 1,296.8 Noncontrolling interest (238.4) (257.2) (267.0) Accumulated other comprehensive (income) loss (11.0) (19.7) 17.0 Adjusted Stockholders' Equity $ 1,026.1 $ 992.7 $ 1,046.8 Average total stockholders' equity $ 1,272.6 $ 1,283.2 Return on Equity (4) 11.0 % 7.7 % Average Adjusted Stockholders' Equity $ 1,009.4 $ 1,019.8 Pre-Tax Return on Equity (5) 12.1 % 10.4 %


 
DELIVERING GOODS for THE GOOD of ALL /// 2023 Segment Results: As Reported and As Recast 31 As Reported (Unaudited) As Recast (Unaudited) Q1-23 Q2-23 Q3-23 Q4-23 FY 2023 Q1-23 Q2-23 Q3-23 Q4-23 FY 2023 Railcar Leasing and Services Group (1) Revenues $ 203.5 $ 223.2 $ 222.6 $ 221.6 $ 870.9 $ 232.9 $ 268.3 $ 261.7 $ 278.1 $ 1,041.0 Operating Profit $ 85.5 $ 118.5 $ 88.6 $ 135.9 $ 428.5 $ 84.6 $ 116.1 $ 95.8 $ 141.0 $ 437.5 Operating Profit Margin 42.0 % 53.1 % 39.8 % 61.3 % 49.2 % 36.3 % 43.3 % 36.6 % 50.7 % 42.0 % Operating Profit Margin, excluding lease portfolio sales 35.4 % 39.7 % 38.4 % 44.9 % 39.7 % 30.5 % 32.2 % 35.4 % 37.6 % 34.1 % Rail Products Group Revenues $ 637.8 $ 709.0 $ 682.2 $ 674.0 $ 2,703.0 $ 587.6 $ 655.4 $ 624.1 $ 612.3 $ 2,479.4 Operating Profit $ 25.3 $ 23.7 $ 39.2 $ 41.2 $ 129.4 $ 24.1 $ 24.3 $ 29.4 $ 34.8 $ 112.6 Operating Profit Margin 4.0 % 3.3 % 5.7 % 6.1 % 4.8 % 4.1 % 3.7 % 4.7 % 5.7 % 4.5 % Total Eliminations Revenues $ (199.6) $ (209.8) $ (83.5) $ (97.7) $ (590.6) $ (178.8) $ (201.3) $ (64.5) $ (92.5) $ (537.1) Operating Profit $ (16.2) $ (13.3) $ (2.4) $ (2.9) $ (34.8) $ (14.1) $ (11.5) $ 0.2 $ (1.6) $ (27.0) Total Company Revenues $ 641.7 $ 722.4 $ 821.3 $ 797.9 $ 2,983.3 $ 641.7 $ 722.4 $ 821.3 $ 797.9 $ 2,983.3 Operating Profit $ 69.0 $ 99.1 $ 100.2 $ 148.7 $ 417.0 $ 69.0 $ 99.1 $ 100.2 $ 148.7 $ 417.0 The unaudited table above is provided for informational purposes to illustrate the anticipated effects of recasting our 2023 financial results to reflect the change to our reportable segments, which became effective January 1, 2024. (1) Railcar Leasing and Services Group operating profit as recast includes gains associated with insurance recoveries of $1.2 million in Q1-23, $3.7 million in Q3-23, $1.4 million in Q4-23, and $6.3 million in FY 2023.


 
DELIVERING GOODS for THE GOOD of ALL /// SLIDE 6 – Trinity Industries, Inc. Overview 1. Current dividend yield represents the Company’s most recent quarterly dividend, annualized, and the stock price (NYSE: TRN) as of December 31, 2023. 2. Intersegment revenues are eliminated. SLIDE 10 – Trinity’s Platform is Built to Deliver Shareholder Value 1. OP Margin, Adjusted is calculated as adjusted operating profit as reconciled on Slide 26 divided by total revenues for the year ended December 31, 2023. SLIDE 11 – Stable Financial Performance Through the Cycle 1. Leasing Operations Profit Margin calculated using only revenues and operating profit from Leasing Operations, including partially-owned subsidiaries and excluding lease portfolio sales. Leasing Operations is specific to revenue and operating profit reported under “Leasing and management” within the Railcar Leasing and Management Services Group. 2. Future Lease Rate Differential (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. The FLRD is calculated as follows: (New Lease Rates — Expiring Lease Rates) x Expiring Railcar Leases (Expiring Lease Rates x Expiring Railcar Leases) SLIDE 12 – Optimization of Production Operations Ongoing 1. OP Margin includes gains from insurance recoveries of $6.3M for 2023, $7.5M for 2022, and $7.8M for 2021. SLIDE 13 – Railcars: Sustainable Long-term Investments https://www.aar.org/wp-content/uploads/2023/06/AAR-Climate-Change-Fact-Sheet.pdf SLIDE 17 – Integral Part of the North American Supply Chain 1. Umler® source data, January 1, 2024 report 2. FTR Associates 12/31/2023 3. Association of American Railroads (“AAR”), accessed on March 1, 2022 with data as of February 20, 2022 4. Association of American Railroads (“AAR”) 12/31/2023 SLIDE 18 - Delivering Essential Goods to the Global Marketplace Internal Carloads Data and Analysis, accessed on January 17, 2024 with data as of December 31, 2023 SLIDE 19 - Capitalizing on Structural Change in the Rail Market Umler® North American fleet ownership data as of January 1, 2024 SLIDE 21 – Healthy Balance Sheet Strategically Positioned for Opportunistic Deployment and Value Creation 1. Balances and blended average interest rate as of December 31, 2023 Presentation Footnotes 32


 
DELIVERING GOODS for THE GOOD of ALL /// Contact Information 33 Contact Information: Leigh Anne Mann, Vice President of Investor Relations 214-631-4420 TrinityInvestorRelations@trin.net Investor Website: www.trin.net/investor-relations


 
v3.24.0.1
Document and Entity Information Document
Feb. 26, 2024
Cover [Abstract]  
Title of 12(b) Security Common Stock
Document Type 8-K
Entity Incorporation, State or Country Code DE
Entity File Number 1-6903
Entity Tax Identification Number 75-0225040
Entity Address, Address Line One 14221 N. Dallas Parkway, Suite 1100,
Entity Address, City or Town Dallas
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75254-2957
City Area Code 214
Local Phone Number 631-4420
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Registrant Name TRINITY INDUSTRIES INC
Entity Central Index Key 0000099780
Amendment Flag false
Trading Symbol TRN
Security Exchange Name NYSE
Document Period End Date Feb. 26, 2024

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