TRINITY INDUSTRIES INC
For the period ended Mar 31, 2026. Filed Apr 30, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed Apr 30, 2026
TRN$29.43-3.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-10-30.
0000099780-25-000119
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-04-30.
0000099780-26-000037
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 161 previous paragraphs and 145 current paragraphs.
99 unchanged; 39 reworded; 7 added; 23 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 16 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
•changing technologies, including our ability to effectively integrate artificial intelligence ("AI") into our business;
Current report
Transportation Network Disruptions
Current report
Railcar Partnership Transaction – In April 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, one of our railcar investment partners since 2013 and 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 Holdings") to NP SPE Holdings LP ("NP SPE") in exchange for a 11.2% limited partnership interest in NP SPE. As a result of these transactions, TILC no longer has any direct ownership interest in TRIP Holdings; its wholly-owned subsidiary, Tribute Rail; or Triumph. As a result of the divestiture of its interests in TRIP Holdings and Triumph Holdings, the Company expects to recognize a non-cash pre-tax gain of approximately $130 million during the second quarter of 2026, and TRIP Holdings, Triumph Holdings, and Tribute and its related debt will no longer be included in our Consolidated Financial Statements.
Current report
Operating profit – Operating profit for the three months ended March 31, 2026 totaled $101.1 million, representing an increase of $1.3 million, or 1.3%, from the prior year period primarily due to higher gains on lease portfolio sales and higher lease rates, partially offset by higher operating costs for the lease fleet. Additionally, the prior year period included the operating profit of a partially-owned leasing subsidiary that was divested in the fourth quarter of 2025.
Current report
Not meaningful
Current report
(1)Reflects railcars transferred from partially-owned to wholly-owned and investor-owned as a result of a railcar partnership transaction completed in the fourth quarter of 2025.
Current report
•During the three months ended March 31, 2026 and 2025, we had total debt repayments of $62.2 million and $77.3 million, respectively, related to normal amortization activity.
Removed paragraphs (23)
Previous report
•changing technologies;
Previous report
Supply Chain and Transportation Network Disruptions
Previous report
◦Deliveries in the nine months ended September 30, 2024 included approximately 1,300 railcar shipments that were delayed at the end of 2023 due to the U.S.-Mexico border closure and delivered during the first half of 2024.
Previous report
Capital Structure Updates
Previous report
TRL-2023 Term Loan – In April 2025, Trinity Rail Leasing 2023 LLC (“TRL-2023”), a limited purpose, indirect wholly-owned subsidiary of the Company owned through Trinity Industries Leasing Company (“TILC”), entered into an amended and restated term loan agreement to (i) increase the aggregate amount of the term loan from $320.7 million as of March 31, 2025 to $1.05 billion; (ii) extend the maturity date to April 30, 2030; and (iii) reduce the applicable interest rate to daily simple SOFR plus a facility margin of 1.50%. Net proceeds received from the transaction were used to redeem in full the outstanding borrowings of approximately $616.0 million under Trinity Rail Leasing 2017, LLC (“TRL-2017”); to repay approximately $75.8 million of borrowings under TILC's warehouse loan facility; and for general corporate purposes. The interest rate for the TRL-2017 promissory notes was at one-month term SOFR plus (1) a benchmark adjustment of 11 basis points and (2) a facility margin of 1.50%.
Previous report
See Note 8 of the Consolidated Financial Statements for additional information regarding these debt transactions.
Previous report
Subsequent Events
Previous report
Selling, engineering, and administrative expenses – Selling, engineering, and administrative expenses for the three months ended September 30, 2025 were $45.2 million, representing a decrease of $15.3 million, or 25.3%, when compared to the prior year period. Selling, engineering, and administrative expenses for the nine months ended September 30, 2025 were $144.6 million, representing a decrease of $29.5 million, or 16.9%, when compared to the prior year period. These decreases were primarily due to lower incentive-based compensation, as well as lower consulting and employee-related costs as a result of cost reduction efforts taken by management.
Previous report
Operating profit – Operating profit for the three months ended September 30, 2025 totaled $118.6 million, representing a decrease of $3.8 million, or 3.1%, from the prior year period primarily due to lower external deliveries in the Rail Products Group, partially offset by lower selling, engineering, and administrative expenses and higher gains on lease portfolio sales. Operating profit for the nine months ended September 30, 2025 totaled $313.8 million, representing a decrease of $65.7 million, or 17.3%, from the prior year period primarily due to lower external deliveries in the Rail Products Group and costs associated with workforce reductions, partially offset by lower selling, engineering, and administrative expenses.
Previous report
Interest expense, net – Interest expense, net for the three months ended September 30, 2025 totaled $69.8 million, compared to $67.4 million for the three months ended September 30, 2024 primarily driven by higher average debt in 2025. Interest expense, net for the nine months ended September 30, 2025 totaled $203.6 million, compared to $206.6 million for the nine months ended September 30, 2024 primarily driven by lower interest rates, partially offset by higher average debt in 2025. Additionally, interest expense, net includes a loss on extinguishment of debt of $0.8 million for the nine months ended September 30, 2025, compared to $1.5 million for the nine months ended September 30, 2024.
Previous report
The effective tax rate from continuing operations for the nine months ended September 30, 2025 was an expense of 20.4%, which differs from the U.S. statutory rate of 21.0% primarily due to the benefit of noncontrolling interest for which we do not provide income taxes and the benefit of tax credits purchased at a discount, partially offset by state income taxes, foreign income taxes, and other permanent differences. See Note 9 for further information regarding the purchase of transferable tax credits.
Previous report
(2)Includes wholly-owned railcars, partially-owned railcars, and railcars under leased-in arrangements.
Previous report
(1)Includes sustainable railcar conversion revenues of $2.1 million, representing 25 railcars, for the nine months ended September 30, 2025. There were no sustainable railcar conversion revenues for the three months ended September 30, 2025. Includes sustainable railcar conversion revenues of $12.8 million, representing 170 railcars, for the three months ended September 30, 2024 and sustainable railcar conversion revenues of $77.4 million, representing 1,040 railcars, for the nine months ended September 30, 2024.
Previous report
(1) Deliveries for the nine months ended September 30, 2024 included approximately 1,300 railcar shipments that were delayed at the end of 2023 due to the U.S.-Mexico border closure and delivered during the first half of 2024.
Previous report
Selling, engineering, and administrative expenses for the three and nine months ended September 30, 2025 decreased by 29.0% and 17.6%, respectively, when compared to the prior year periods primarily from lower employee-related costs, including incentive-based compensation, and lower consulting costs. The decrease in selling, engineering, and administrative expenses for the nine months ended September 30, 2025 was partially offset by costs associated with workforce reductions. Total operating costs during the nine months ended September 30, 2025 were favorably impacted by gains associated with the disposition of non-operating facilities.
Previous report
On July 4, 2025, the One Big Beautiful Bill Act (the "Act") was enacted. The Act includes multiple business tax provisions, including the reinstatement of 100% bonus depreciation and a change in the calculation of deductible interest expense. We expect a positive impact on our operating cash flows as a result of the expected refund of estimated tax payments previously made, as well as lower cash tax outlays in both the current and future years.
Previous report
Liquidity Highlights
Previous report
TRL-2023 Term Loan – In April 2025, TRL-2023 entered into an amended and restated term loan agreement to (i) increase the aggregate amount of the term loan from $320.7 million as of March 31, 2025 to $1.05 billion; (ii) extend the maturity date to April 30, 2030; and (iii) reduce the applicable interest rate to daily simple SOFR plus a facility margin of 1.50%. Net proceeds received from the transaction were used to redeem the outstanding borrowings of TRL-2017, to repay borrowings under TILC's warehouse loan facility, and for general corporate purposes.
Previous report
Redemption of TRL-2017 Promissory Notes– In April 2025, we redeemed in full the TRL-2017 promissory notes, of which $616.0 million was outstanding at the redemption date. The interest rate for the TRL-2017 promissory notes was at one-month term SOFR plus (1) a benchmark adjustment of 11 basis points and (2) a facility margin of 1.50%.
Previous report
See Note 8 of the Consolidated Financial Statements for additional information regarding these debt transactions.
Previous report
•During the nine months ended September 30, 2025, we had total borrowings of $1,284.1 million and total debt repayments of $1,039.2 million, for net proceeds of $244.9 million, to support our investment in the lease fleet and for general corporate purposes. During the nine months ended September 30, 2024, we had total repayments of $1,831.0 million and total borrowings of $1,762.4 million, for net repayments of $68.6 million, primarily from the redemption of corporate debt, partially offset by debt proceeds to support our investment in the lease fleet and for general corporate purposes.
Previous report
•In April 2025, we entered into an amended and restated term loan agreement to increase the aggregate amount of the TRL-2023 term loan from $323.4 million as of December 31, 2024 to $1.05 billion and to extend the maturity date to April 30, 2030.
Previous report
•In April 2025, we redeemed in full the TRL-2017 promissory notes, of which $632.8 million was outstanding as of December 31, 2024.
Reworded paragraphs (39)
Previous wording
Demand for many of our railcar products and services is correlated to changes in North American industrial production and international trade. We continue to actively monitor evolving tariff and trade developments and the potential impacts to our business. Uncertainty in these areas and in the macroeconomic environment, including the administration of trade policy, is negatively impacting and could continue to negatively impact our results of operations and demand for new railcars. We remain focused on mitigating impacts to our business resulting from these evolving developments.
Current wording
Demand for many of our railcar products and services is correlated to changes in North American industrial production and international trade. We continue to actively monitor evolving tariff and trade developments, including tariffs imposed pursuant to Section 232 of the Trade Expansion Act of 1962 on steel and aluminum, and their potential impact on demand for our products. Uncertainty in these areas and in the macroeconomic environment, including the administration of trade policy in the U.S. and Mexico, is negatively impacting and could continue to negatively impact our results of operations and demand for new railcars. We remain focused on mitigating impacts to our business resulting from these evolving developments.
Previous wording
As a result of disruptions in the global supply chain, we have, from time to time, experienced shortages of materials used to manufacture or repair certain railcar types. We are also subject to disruptions in the rail transportation network, including potential rail traffic closures or congestion in Eagle Pass, Texas, the primary border crossing used for railcar deliveries from our manufacturing facilities in Mexico. We continuously monitor rail and truck traffic at the U.S.-Mexico border and continue to evaluate available alternatives for rail and truck transportation between Mexico and the U.S. Additionally, we actively monitor our supply chain and take appropriate steps within our control to mitigate the potential impacts on our production schedules and delivery timelines. However, challenges related to supply chain and transportation network disruptions could negatively impact our operations or our ability to timely deliver railcars to our customers.
Current wording
We have, from time to time, been impacted by disruptions in the rail transportation network, including rail traffic closures or congestion in Eagle Pass, Texas, the primary border crossing used for railcar deliveries from our manufacturing facilities in Mexico. We continuously monitor rail traffic at the U.S.-Mexico border, and we take appropriate steps within our control to mitigate the potential impacts on our delivery timelines. However, any future challenges related to transportation network disruptions could negatively impact our operations or our ability to timely deliver railcars to our customers.
Previous wording
•Our revenues for the nine months ended September 30, 2025 were $1,545.7 million, representing a decrease of 36.9%, compared to the nine months ended September 30, 2024. Our operating profit for the nine months ended September 30, 2025 was $313.8 million, representing a decrease of 17.3%, compared to $379.5 million for the nine months ended September 30, 2024.
Current wording
•Our revenues for the three months ended March 31, 2026 were $492.0 million, representing a decrease of 16.0%, compared to the three months ended March 31, 2025. Our operating profit for the three months ended March 31, 2026 was $101.1 million, representing an increase of 1.3%, compared to $99.8 million for the three months ended March 31, 2025.
Previous wording
•The Leasing Group's lease fleet of 112,850 company-owned railcars was 96.8% utilized as of September 30, 2025, compared to a lease fleet utilization of 96.6% on 109,555 company-owned railcars as of September 30, 2024. Our company-owned lease fleet includes wholly-owned railcars, partially-owned railcars, and railcars under leased-in arrangements.
Current wording
•The Leasing Group's lease fleet of 101,960 company-owned railcars was 97.3% utilized as of March 31, 2026, compared to a lease fleet utilization of 96.8% on 110,150 company-owned railcars as of March 31, 2025. Our company-owned lease fleet includes wholly-owned railcars, partially-owned railcars, and railcars under leased-in arrangements.
Previous wording
•For the nine months ended September 30, 2025, we made a net fleet investment of approximately $387.4 million, which primarily includes new railcar additions, railcar modifications, and other betterments, net of deferred profit, as well as secondary market purchases; and is net of proceeds from lease portfolio sales.
Current wording
•For the three months ended March 31, 2026, we made a net fleet investment of approximately $67.7 million, which primarily includes new railcar additions, railcar modifications, and other betterments, net of deferred profit, as well as secondary market purchases; and is net of proceeds from lease portfolio sales.
Previous wording
•The total value of the new railcar backlog at September 30, 2025 was $1.8 billion, compared to $2.4 billion at September 30, 2024. The Rail Products Group received orders for 3,355 railcars and deliveries of 6,555 railcars in the nine months ended September 30, 2025, in comparison to orders for 6,185 railcars and deliveries of 13,810 railcars in the nine months ended September 30, 2024.
Current wording
•The total value of the new railcar backlog at March 31, 2026 was $1.6 billion, compared to $1.9 billion at March 31, 2025. The Rail Products Group received orders for 1,660 railcars and delivered 1,970 railcars in the three months ended March 31, 2026, in comparison to orders for 695 railcars and deliveries of 3,060 railcars in the three months ended March 31, 2025.
Previous wording
(2) Non-GAAP financial measure. See the Non-GAAP Financial Measures section within this Form 10-Q for a reconciliation to the most directly comparable GAAP measure and why management believes this measure is useful to management and investors. Dollar amounts are presented for the nine months ended September 30, 2025 and 2024.
Current wording
(2) Non-GAAP financial measure. See the Non-GAAP Financial Measures section within this Form 10-Q for a reconciliation to the most directly comparable GAAP measure and why management believes this measure is useful to management and investors. Dollar amounts are presented for the three months ended March 31, 2026 and 2025.
Previous wording
On October 28, 2025, Trinity Rail Leasing 2025 LLC, a Delaware limited liability company ("TRL-2025") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued an aggregate principal amount of $535.2 million of its Series 2025-1 Green Secured Railcar Equipment Notes (the "TRL-2025 Notes"). The TRL-2025 Notes bear interest at an all-in interest rate of 5.11%, are payable monthly, and have a stated final maturity date of October 19, 2055. TRL-2025 purchased a portfolio of railcars directly from TILC and from TILC's affiliates, Trinity Rail Leasing Warehouse Trust, and Trinity Rail Leasing 2010 LLC ("TRL-2010"). Net proceeds received from the railcars acquired in connection with the issuance of the TRL-2025 Notes were used to repay approximately $259.0 million of borrowings under TILC's warehouse loan facility; to redeem the outstanding debt of TRL-2010; and for general corporate purposes. The all-in interest rate for the TRL-2010 secured railcar equipment notes was 5.19% per annum.
Current wording
TRL-2025 Series 2026-1 Secured Railcar Equipment Notes – In April 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 $480.8 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.
Previous wording
The following table summarizes our consolidated results of operations for the three and nine months ended September 30, 2025 and 2024:
Current wording
The following table summarizes our consolidated results of operations for the three months ended March 31, 2026 and 2025:
Previous wording
The tables below present revenues by segment for the three and nine months ended September 30, 2025 and 2024:
Current wording
The tables below present revenues by segment for the three months ended March 31, 2026 and 2025:
Previous wording
Operating costs are comprised of cost of revenues; selling, engineering, and administrative costs; and gains or losses on property disposals. Operating costs by segment for the three and nine months ended September 30, 2025 and 2024 were as follows:
Current wording
Operating costs are comprised of cost of revenues; selling, engineering, and administrative costs; and gains or losses on property disposals. Operating costs by segment for the three months ended March 31, 2026 and 2025 were as follows:
Previous wording
(1) Includes gains on lease portfolio sales of $21.7 million and $11.4 million for the three months ended September 30, 2025 and 2024, respectively. Includes gains on lease portfolio sales of $35.4 million and $36.2 million for the nine months ended September 30, 2025 and 2024, respectively.
Current wording
(1) Includes gains on lease portfolio sales of $22.0 million and $5.9 million for the three months ended March 31, 2026 and 2025, respectively.
Previous wording
Operating profit by segment for the three and nine months ended September 30, 2025 and 2024 was as follows:
Current wording
Operating profit by segment for the three months ended March 31, 2026 and 2025 was as follows:
Previous wording
Revenues – Our revenues for the three months ended September 30, 2025 were $454.1 million, representing a decrease of $344.7 million, or 43.2%, over the prior year period. Our revenues for the nine months ended September 30, 2025 were $1,545.7 million, representing a decrease of $904.1 million, or 36.9%, over the prior year period. These decreases were primarily due to lower external deliveries in the Rail Products Group.
Current wording
Revenues – Our revenues for the three months ended March 31, 2026 were $492.0 million, representing a decrease of $93.4 million, or 16.0%, over the prior year period primarily due to lower external deliveries in the Rail Products Group.
Previous wording
Cost of revenues – Our cost of revenues for the three months ended September 30, 2025 was $312.7 million, representing a decrease of $316.6 million, or 50.3%, over the prior year period. Our cost of revenues for the nine months ended September 30, 2025 was $1,128.7 million, representing a decrease of $807.9 million, or 41.7%, over the prior year period. These decreases were primarily due to lower external deliveries in the Rail Products Group.
Current wording
Cost of revenues – Our cost of revenues for the three months ended March 31, 2026 was $363.1 million, representing a decrease of $80.1 million, or 18.1%, over the prior year period primarily due to lower external deliveries in the Rail Products Group.
Previous wording
Gains on dispositions of property – Gains on dispositions of property increased by $9.0 million for the three months ended September 30, 2025, when compared to the prior year period primarily due to higher gains on lease portfolio sales. Gains on dispositions of property for the nine months ended September 30, 2025 were flat when compared to the prior year period.
Current wording
Gains on dispositions of property – Gains on dispositions of property increased by $15.3 million for the three months ended March 31, 2026, when compared to the prior year period primarily due to higher gains on lease portfolio sales.
Previous wording
The effective tax rates from continuing operations for the three and nine months ended September 30, 2024 were expenses of 27.7% and 25.1%, respectively, which differ from the U.S. statutory rate of 21.0% primarily due to state income taxes, foreign income taxes, non-deductible executive compensation, and return to provision adjustments, partially offset by the benefit of noncontrolling interest for which we do not provide income taxes, excess tax benefits associated with equity-based compensation, and changes in state tax laws.
Current wording
Income taxes – The effective tax rate from continuing operations for the three months ended March 31, 2026 was an expense of 24.2%, which differs from the U.S. statutory rate of 21.0% primarily due to state income taxes, foreign income taxes, and non-deductible executive compensation, partially offset by foreign tax return to provision adjustments.
Previous wording
Income taxes – The effective tax rate from continuing operations for the three months ended September 30, 2025 was an expense of 23.0%, which differs from the U.S. statutory rate of 21.0% primarily due to state income taxes, foreign income taxes, and other permanent differences, partially offset by the benefit of noncontrolling interest for which we do not provide income taxes.
Current wording
The effective tax rate from continuing operations for the three months ended March 31, 2025 was an expense of 20.3%, which differs from the U.S. statutory rate of 21.0% primarily due the benefit of noncontrolling interest for which we do not provide income taxes and foreign tax return to provision adjustments, partially offset by state income taxes and other permanent differences.
Previous wording
Total revenues for the Railcar Leasing and Services Group increased by 4.0% and 4.1% for the three and nine months ended September 30, 2025, respectively, compared to the prior year periods. Leasing and management revenues increased by 8.8% and 6.3% for the three and nine months ended September 30, 2025, respectively, when compared to the prior year periods, primarily due to higher lease rates.
Current wording
Total revenues for the Railcar Leasing and Services Group decreased by 0.6% for the three months ended March 31, 2026, compared to the prior year period. Leasing and management revenues decreased by 4.0% for the three months ended March 31, 2026, when compared to the prior year period primarily due to reduced revenues resulting from the fourth quarter 2025 divestiture of a partially-owned leasing subsidiary, partially offset by higher lease rates.
Previous wording
Our maintenance services business is primarily dedicated to servicing our lease fleet. Revenues related to maintenance services performed on Company-owned railcars under full-service lease agreements are eliminated within the Railcar Leasing and Services Group. Services that are not included in the full-service lease agreement, such as repairs of railcar damage or other customer-specific requirements, as well as maintenance and repair activities on railcars owned by third parties, including our investor-owned fleet, are reflected in the maintenance services revenues line above and are not eliminated in consolidation. Revenues in our maintenance services business decreased by 11.1% and 1.7% for the three and nine months ended September 30, 2025, respectively, when compared to the prior year periods as a result of a lower volume of external repairs, partially offset by favorable pricing.
Current wording
Our maintenance services business is primarily dedicated to servicing our lease fleet. Revenues related to maintenance services performed on Company-owned railcars under full-service lease agreements are eliminated within the Railcar Leasing and Services Group. Services that are not included in the full-service lease agreement, such as repairs of railcar damage or other customer-specific requirements, as well as maintenance and repair activities on railcars owned by third parties, including our investor-owned fleet, are reflected in the maintenance services revenues line above and are not eliminated in consolidation. Revenues in our maintenance services business increased by 6.8% for the three months ended March 31, 2026, when compared to the prior year period as a result of higher pricing, partially offset by the mix of repairs.
Previous wording
Cost of revenues for the Railcar Leasing and Services Group increased by 6.9% and 7.1% for the three and nine months ended September 30, 2025, respectively, compared to the prior year periods primarily due to higher maintenance and compliance costs for the lease fleet, partially offset by a lower volume of external repairs in our maintenance services business.
Current wording
Cost of revenues for the Railcar Leasing and Services Group increased by 6.5% for the three months ended March 31, 2026, compared to the prior year period primarily due to higher maintenance and compliance costs for the lease fleet and increased depreciation. This increase was partially offset by operating costs incurred in the prior year period associated with a partially-owned leasing subsidiary that was divested in the fourth quarter of 2025.
Previous wording
Leasing Group operating profit increased by 11.2% for the three months ended September 30, 2025 when compared to the prior year period, primarily due to higher lease rates and higher gains on lease portfolio sales, partially offset by higher maintenance and compliance costs for the lease fleet. Leasing Group operating profit increased by 2.2% for the nine months ended September 30, 2025, when compared to the prior year period primarily due to higher lease rates, partially offset by higher maintenance and compliance costs for the lease fleet.
Current wording
Leasing Group operating profit increased by 3.5% for the three months ended March 31, 2026 when compared to the prior year period, primarily due to 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. Additionally, the prior year period included the operating profit of a partially-owned leasing subsidiary that was divested in the fourth quarter of 2025.
Previous wording
(1)Includes 2,330 railcars and 2,490 railcars under leased-in arrangements as of September 30, 2025 and 2024, respectively.
Current wording
(2)Includes 2,230 railcars and 2,240 railcars under leased-in arrangements as of March 31, 2026 and 2025, respectively.
Previous wording
Revenues for the Rail Products Group decreased for the three and nine months ended September 30, 2025 by 53.8% and 47.9%, respectively, when compared to the prior year periods. Cost of revenues for the Rail Products Group decreased for the three and nine months ended September 30, 2025 by 53.8% and 47.2%, respectively, when compared to the prior year periods. These decreases were primarily due to lower deliveries.
Current wording
Revenues and cost of revenues for the Rail Products Group decreased for the three months ended March 31, 2026 by 28.7% and 30.3%, respectively, when compared to the prior year period primarily due to lower deliveries.
Previous wording
Operating profit for the Rail Products Group decreased for the three and nine months ended September 30, 2025 by 59.3% and 61.8%, respectively, when compared to the prior year periods primarily due to lower deliveries, reduced overhead absorption due to lower production volumes, and costs associated with workforce reductions, partially offset by a higher mix of, and production efficiencies associated with, high-margin specialty railcars.
Current wording
Operating profit for the Rail Products Group decreased for the three months ended March 31, 2026 by 14.7%, when compared to the prior year period primarily due to lower deliveries, partially offset by a higher mix of high-margin railcars.
Previous wording
Information related to our Rail Products Group backlog of new railcars is set forth below.
Current wording
Information related to our Rail Products Group backlog of new railcars is set forth below. In addition to the amounts below, as of March 31, 2026, our backlog related to sustainable railcar conversions totaled $37.7 million, representing 440 railcars.
Previous wording
Total backlog dollars decreased by 25.5% when compared to the prior year period. We expect to deliver approximately 21.3% of our railcar backlog value during the remaining three months of 2025 and 35.8% during 2026, with the remainder to be delivered through 2028. The orders in our backlog from the Leasing Group are fully supported by lease commitments with external customers. The final amount of backlog attributable to the Leasing Group may vary by the time of delivery as customers may elect to modify their procurement decision.
Current wording
Total backlog dollars decreased by 14.7% when compared to the prior year period. We expect to deliver approximately 42% of our railcar backlog value during the remaining nine months of 2026 and 34% during 2027, with the remainder to be delivered through 2028. The orders in our backlog from the Leasing Group are fully supported by lease commitments with external customers. The final amount of backlog attributable to the Leasing Group may vary by the time of delivery as customers may elect to modify their procurement decision.
Previous wording
As of September 30, 2025, we have total committed liquidity of $571.4 million. Our total available liquidity includes: $66.3 million of unrestricted cash and cash equivalents; $502.7 million unused and available under our revolving credit facility; and $2.4 million unused and available under the TILC warehouse loan facility based on the amount of warehouse-eligible, unpledged equipment. We believe we have access to adequate capital resources to fund operating requirements and are an active participant in the capital markets.
Current wording
As of March 31, 2026, we have total committed liquidity of $1.1 billion. Our total available liquidity includes: $132.6 million of unrestricted cash and cash equivalents; $595.6 million unused and available under our revolving credit facility; and $339.6 million unused and available under the TILC warehouse loan facility based on the amount of warehouse-eligible, unpledged equipment. We believe we have access to adequate capital resources to fund operating requirements and are an active participant in the capital markets.
Previous wording
The following table summarizes our cash flows from operating, investing, and financing activities for the nine months ended September 30, 2025 and 2024:
Current wording
The following table summarizes our cash flows from operating, investing, and financing activities for the three months ended March 31, 2026 and 2025:
Previous wording
Operating Activities. Net cash provided by operating activities from continuing operations for the nine months ended September 30, 2025 was $187.2 million compared to net cash provided by operating activities from continuing operations of $383.5 million for the nine months ended September 30, 2024. The changes in our operating assets and liabilities are as follows:
Current wording
Operating Activities. Net cash provided by operating activities from continuing operations for the three months ended March 31, 2026 was $99.6 million compared to net cash provided by operating activities from continuing operations of $78.4 million for the three months ended March 31, 2025. The changes in our operating assets and liabilities are as follows:
Previous wording
The changes in our operating assets and liabilities resulted in a net use of $125.6 million for the nine months ended September 30, 2025, as compared to a net source of $49.9 million for the nine months ended September 30, 2024. The changes in operating assets and liabilities were impacted primarily by higher inventory balances and the purchase of tax credits for $38.4 million in the current year period, as well as payments of incentive-based compensation during the nine months ended September 30, 2025 that were accrued as of December 31, 2024.
Current wording
The changes in our operating assets and liabilities resulted in a net source of $9.8 million for the three months ended March 31, 2026, as compared to a net use of $19.5 million for the three months ended March 31, 2025. The changes in operating assets and liabilities were impacted primarily by lower receivables balances as a result of lower deliveries in the current year period and changes in inventory balances to support planned production levels.
Previous wording
Investing Activities. Net cash used in investing activities for the nine months ended September 30, 2025 was $398.4 million compared to $105.2 million of net cash used in investing activities for the nine months ended September 30, 2024. Significant investing activities are as follows:
Current wording
Investing Activities. Net cash used in investing activities for the three months ended March 31, 2026 was $70.2 million compared to $91.6 million of net cash used in investing activities for the three months ended March 31, 2025. Significant investing activities are as follows:
Previous wording
•We made a net fleet investment of $387.4 million during the nine months ended September 30, 2025, compared to $86.5 million in the prior year period primarily due to the timing of lease portfolio sales and fleet additions. Our investment in the lease fleet primarily includes new railcar additions, sustainable railcar conversions, railcar modifications, and other betterments, net of deferred profit, as well as secondary market purchases; and is net of proceeds from lease portfolio sales.
Current wording
•We made a net fleet investment of $67.7 million during the three months ended March 31, 2026, compared to $86.5 million in the prior year period primarily due to the timing of lease portfolio sales and fleet additions. Our investment in the lease fleet primarily includes new railcar additions, railcar modifications, and other betterments, net of deferred profit, as well as secondary market purchases; and is net of proceeds from lease portfolio sales.
Previous wording
Financing Activities. Net cash provided by financing activities during the nine months ended September 30, 2025 was $80.4 million compared to $169.7 million of net cash used in financing activities for the nine months ended September 30, 2024. Significant financing activities are as follows:
Current wording
Financing Activities. Net cash used in financing activities during the three months ended March 31, 2026 was $98.6 million compared to $124.2 million of net cash used in financing activities for the three months ended March 31, 2025. Significant financing activities are as follows:
Previous wording
•We paid $74.6 million and $70.1 million in dividends to our common stockholders during the nine months ended September 30, 2025 and 2024, respectively.
Current wording
•We paid $24.8 million and $24.6 million in dividends to our common stockholders during the three months ended March 31, 2026 and 2025, respectively.
Previous wording
•During the nine months ended September 30, 2025, we repurchased common stock totaling $58.9 million, resulting in a remaining authorization to repurchase up to $169.8 million of our common stock under the share repurchase program as of September 30, 2025. Certain shares of stock repurchased during September 2025, totaling $0.3 million, were cash settled in October 2025 in accordance with normal settlement practices. During the nine months ended September 30, 2024, we repurchased common stock totaling $6.9 million under the share repurchase program.
Current wording
•During the three months ended March 31, 2026, we repurchased common stock totaling $7.2 million, resulting in a remaining authorization to repurchase up to $150.3 million of our common stock under the share repurchase program as of March 31, 2026. Certain shares of stock repurchased during March 2026, totaling $0.2 million, were cash settled in April 2026 in accordance with normal settlement practices. During the three months ended March 31, 2025, we repurchased common stock totaling $8.2 million under the share repurchase program.
Previous wording
For the full year 2025, we anticipate a net fleet investment of between $250 million and $350 million. Capital expenditures related to operating and administrative activities, including supporting automation, technology, and modernization of our facilities and processes, are projected to range between $45 million and $55 million for the full year 2025.
Current wording
For the full year 2026, we anticipate a net fleet investment of between $350 million and $450 million. Capital expenditures related to operating and administrative activities, including supporting automation, technology, and modernization of our facilities and processes, are projected to range between $55 million and $65 million for the full year 2026.
Previous wording
As of September 30, 2025, we had outstanding letters of credit issued under our revolving credit facility in an aggregate amount of $7.3 million, which support performance bonds related to certain railcar orders. See Note 8 of the Consolidated Financial Statements for further information about our corporate revolving credit facility. Additionally, we had a letter of credit issued outside our revolving credit facility for $8.5 million to satisfy a liquidity reserve requirement associated with our TILC warehouse loan facility, which renews by its terms each year.
Current wording
As of March 31, 2026, we had outstanding letters of credit issued under our revolving credit facility in an aggregate amount of $4.4 million, which support performance bonds related to certain railcar orders. See Note 7 of the Consolidated Financial Statements for further information about our corporate revolving credit facility. Additionally, we had a letter of credit issued outside our revolving credit facility for $8.5 million to satisfy a liquidity reserve requirement associated with our TILC warehouse loan facility, which renews by its terms each year.
Previous wording
Except as described below, as of September 30, 2025, there have been no material changes to our contractual obligations from December 31, 2024.
Current wording
As of March 31, 2026, there have been no material changes to our contractual obligations from December 31, 2025.