TRINITY INDUSTRIES INC
For the period ended Sep 30, 2026. Filed Oct 29, 2026.
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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.
Sep 30, 2026 · Filed Oct 29, 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 2026-06-30; filed 2026-07-30.
0000099780-26-000119
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-29.
0000099780-26-000136
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 163 previous paragraphs and 194 current paragraphs.
116 unchanged; 45 reworded; 29 added; 2 removed; 0 previous and 4 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 (29)
Current report
Subsequent Events
Current report
TRL-2026 Term Loan – In October 2026, Trinity Rail Leasing 2026 LLC, a limited purpose, indirect wholly-owned subsidiary of the Company owned through Trinity Industries Leasing Company ("TILC"), entered into a $349.8 million term loan agreement (the “TRL-2026 term loan”). The TRL-2026 term loan bears interest at a variable rate of daily simple Secured Overnight Financing Rate ("SOFR") plus a facility margin of 1.30% and has a stated maturity date of October 2031. Net proceeds received from the transaction were used to redeem the outstanding debt of TRL-2019's Series 2019-2 Secured Railcar Equipment Notes (the "Series 2019-2 Notes") and to repay borrowings under TILC's warehouse loan facility. The all-in interest rate for the Series 2019-2 Notes was 3.10% per annum.
Current report
Revenues – Our revenues for the three months ended September 30, 2026 were $535.1 million, representing an increase of $81.0 million, or 17.8%, over the prior year period. Significant drivers of the change are as follows:
Current report
•A $95.8 million increase in the Rail Products Group primarily due to an 84.1% increase in external deliveries, and
Current report
•A $9.5 million increase in our maintenance services business primarily due to the mix of external repairs; partially offset by
Current report
Our revenues for the nine months ended September 30, 2026 were $1,512.2 million, representing a decrease of $33.5 million, or 2.2%, over the prior year period. Significant drivers of the change are as follows:
Current report
•A $17.6 million increase in our maintenance services business primarily due to the mix of, and favorable pricing on, external repairs, and
Current report
•Higher lease rates and net additions to the lease fleet.
Current report
Cost of revenues – Our cost of revenues for the three months ended September 30, 2026 was $408.3 million, representing an increase of $95.6 million, or 30.6%, over the prior year period primarily due to a $95.3 million increase in the Rail Products Group as a result of an 84.1% increase in external deliveries.
Current report
Our cost of revenues for the nine months ended September 30, 2026 was $1,146.6 million, representing an increase of $17.9 million, or 1.6%, over the prior year period primarily due to a $13.5 million increase in the Leasing Group as a result of higher operating costs for the lease fleet, as well as the mix of external repairs and operational inefficiencies in our maintenance services business, partially offset by lower costs associated with the divestitures of two partially-owned leasing subsidiaries in the Railcar Partnership Transactions.
Current report
Selling, engineering, and administrative expenses – Selling, engineering, and administrative expenses for the three months ended September 30, 2026 were $55.1 million, representing an increase of $9.9 million, or 21.9%, when compared to the prior year period. Selling, engineering, and administrative expenses for the nine months ended September 30, 2026 were $156.9 million, representing an increase of $12.3 million, or 8.5%, when compared to the prior year period. These increases were primarily due to higher employee-related costs, including higher incentive-based compensation.
Current report
Gains on dispositions of property and other divestitures increased by $146.4 million for the nine months ended September 30, 2026, when compared to the prior year period primarily due to the $131.6 million gain on the divestiture of TRIP Holdings and a $13.4 million gain on the sale of a manufacturing facility.
Current report
Operating profit – Operating profit for the three months ended September 30, 2026 totaled $95.6 million, representing a decrease of $23.0 million, or 19.4%, from the prior year period. Significant drivers of the change are as follows:
Current report
•A $13.2 million decrease in gains on lease portfolio sales, and
Current report
•$9.9 million in higher selling, engineering, and administrative expenses; partially offset by
Current report
•A $13.4 million gain on the sale of a manufacturing facility in the Rail Products Group.
Current report
•Additionally, the prior year period included approximately $13.9 million in operating profit associated with partially-owned leasing subsidiaries that were divested in the Railcar Partnership Transactions.
Current report
Operating profit for the nine months ended September 30, 2026 totaled $396.5 million, representing an increase of $82.7 million, or 26.4%, from the prior year period. Significant drivers of the change are as follows:
Current report
•A $13.4 million gain on the sale of a manufacturing facility in the Rail Products Group, and
Current report
•Higher lease rates and net additions to the lease fleet; partially offset by
Current report
•$12.3 million in higher selling, engineering, and administrative expenses.
Current report
•Additionally, the prior year period included $35.9 million in operating profit associated with partially-owned leasing subsidiaries that were divested in the Railcar Partnership Transactions.
Current report
Total revenues for the Railcar Leasing and Services Group decreased by $14.7 million, or 4.9%, and $37.6 million, or 4.2%, for the three and nine months ended September 30, 2026, respectively, compared to the prior year periods.
Current report
Leasing and management revenues decreased by $61.3 million, or 9.0%, for the nine months ended September 30, 2026, when compared to the prior year period primarily due to reduced revenues of $85.1 million associated with the divestitures of two partially-owned leasing subsidiaries in the Railcar Partnership Transactions, partially offset by higher lease rates and net additions to the lease fleet.
Current report
Cost of revenues for the Railcar Leasing and Services Group increased by $0.5 million, or 0.3%, for the three months ended September 30, 2026, when compared to the prior year period primarily due to the mix of external repairs and operational inefficiencies in our maintenance services business, as well as increased depreciation. The increase was substantially offset by operating costs incurred in the three months ended September 30, 2025 associated with two partially-owned leasing subsidiaries that were divested in the Railcar Partnership Transactions.
Current report
Leasing Group operating profit decreased by $30.1 million, or 23.5%, for the three months ended September 30, 2026, when compared to the prior year period primarily due to a $13.2 million decrease in gains on lease portfolio sales, as well as the mix of external repairs and operational inefficiencies in our maintenance services business, including costs associated with footprint optimization. Additionally, the prior year period included operating profit of $13.9 million associated with partially-owned leasing subsidiaries that were divested in the Railcar Partnership Transactions.
Current report
Revenues for the Rail Products Group increased for the three months ended September 30, 2026 by $60.7 million, or 21.8%, when compared to the prior year period. Cost of revenues for the Rail Products Group increased for the three months ended September 30, 2026 by $62.6 million, or 24.8%, when compared to the prior year period. These increases were primarily due to a 20.8% increase in new railcar deliveries, as well as a higher volume of sustainable railcar conversions.
Current report
Operating profit for the Rail Products Group increased for the three months ended September 30, 2026 by $10.8 million, or 54.3%, when compared to the prior period primarily due to a $13.4 million gain on the sale of a manufacturing facility and a 20.8% increase in new railcar deliveries, partially offset by operational inefficiencies. Additionally, the prior year period was favorably impacted by a higher mix of, and production efficiencies associated with, high-margin specialty railcars.
Current report
*Not meaningful
Removed paragraphs (2)
Previous report
Cost of revenues – Our cost of revenues for the three months ended June 30, 2026 was $375.2 million, representing an increase of $2.4 million, or 0.6%, over the prior year period. Our cost of revenues for the six months ended June 30, 2026 was $738.3 million, representing a decrease of $77.7 million, or 9.5%, over the prior year period. The increase for the three months ended June 30, 2026 was primarily due to higher operating costs for the lease fleet, partially offset by lower costs associated with the divestitures of two partially-owned leasing subsidiaries in the Railcar Partnership Transactions. The decrease for the six months ended June 30, 2026 was primarily due to lower external deliveries in the Rail Products Group and the impact of the Railcar Partnership Transactions, partially offset by higher operating costs for the lease fleet.
Previous report
Operating profit – Operating profit for the three months ended June 30, 2026 totaled $199.8 million, representing an increase of $104.4 million, or 109.4%, from the prior year period. Operating profit for the six months ended June 30, 2026 totaled $300.9 million, representing an increase of $105.7 million, or 54.1%, from the prior year period. These increases were primarily due to the $131.6 million gain on the divestiture of TRIP Holdings, higher gains on lease portfolio sales, and higher lease rates, partially offset by higher operating costs for the lease fleet. Additionally, the prior year periods included the operating profit associated with partially-owned leasing subsidiaries that were divested in the Railcar Partnership Transactions.
Reworded paragraphs (45)
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, 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, has increased during 2026 and may continue to influence customer purchasing decisions, our commercial arrangements, and demand for new railcars, which has and could continue to negatively impact our results of operations. 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 the application of Section 232 of the Trade Expansion Act of 1962, regarding which we remain engaged with U.S. Customs and Border Protection, and the antidumping and countervailing duty proceedings described in Note 12 of the Consolidated Financial Statements. Uncertainty in these areas and in the macroeconomic environment, including the administration of trade policy in the U.S. and Mexico, has increased during 2026 and may continue to influence customer purchasing decisions, our commercial arrangements, and demand for new railcars, which has and could continue to negatively impact our results of operations. We remain focused on mitigating impacts to our business resulting from these evolving developments.
Previous wording
•Our revenues for the six months ended June 30, 2026 were $977.1 million, representing a decrease of 10.5%, compared to the six months ended June 30, 2025. Our operating profit for the six months ended June 30, 2026 was $300.9 million, representing an increase of 54.1%, compared to $195.2 million for the six months ended June 30, 2025.
Current wording
•Our revenues for the nine months ended September 30, 2026 were $1,512.2 million, representing a decrease of 2.2%, compared to the nine months ended September 30, 2025. Our operating profit for the nine months ended September 30, 2026 was $396.5 million, representing an increase of 26.4%, compared to $313.8 million for the nine months ended September 30, 2025.
Previous wording
•The Leasing Group's lease fleet of 96,280 company-owned railcars was 97.3% utilized as of June 30, 2026, compared to a lease fleet utilization of 96.8% on 111,545 company-owned railcars as of June 30, 2025. 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 97,160 company-owned railcars was 97.0% utilized as of September 30, 2026, compared to a lease fleet utilization of 96.8% on 112,850 company-owned railcars as of September 30, 2025. Our company-owned lease fleet includes wholly-owned railcars, partially-owned railcars, and railcars under leased-in arrangements.
Previous wording
•For the six months ended June 30, 2026, we made a net fleet investment of approximately $126.0 million, which primarily includes new railcar additions, sustainable railcar conversions, railcar modifications, and other betterments, net of deferred profit, as well as secondary market purchases; and is net of proceeds from lease portfolio sales.
Current wording
•For the nine months ended September 30, 2026, we made a net fleet investment of approximately $240.8 million, which primarily includes new railcar additions, sustainable railcar conversions, railcar modifications, and other betterments, net of deferred profit, as well as secondary market purchases; and is net of proceeds from lease portfolio sales.
Previous wording
•The total value of the new railcar backlog at June 30, 2026 was $1.6 billion, compared to $2.0 billion at June 30, 2025. The Rail Products Group received orders for 3,220 railcars and delivered 3,540 railcars in the six months ended June 30, 2026, in comparison to orders for 3,005 railcars and deliveries of 4,875 railcars in the six months ended June 30, 2025.
Current wording
•The total value of the new railcar backlog at September 30, 2026 was $1.6 billion, compared to $1.8 billion at September 30, 2025. The Rail Products Group received orders for 5,410 railcars and delivered 5,570 railcars in the nine months ended September 30, 2026, in comparison to orders for 3,355 railcars and deliveries of 6,555 railcars in the nine months ended September 30, 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 six months ended June 30, 2026 and 2025.
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 nine months ended September 30, 2026 and 2025.
Previous 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.
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's ("TRL-2019") 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
2026 Railcar Partnership Exchange – In April 2026, TILC executed a contribution agreement (the “Contribution Agreement”) with, among others, Napier Park Rail Evergreen Fund GP 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 Holdings and (ii) a 0.2% interest in Triumph Rail Holdings LLC ("Triumph") to NP SPE Holdings LP ("NP SPE") in exchange for an 11.2% limited partnership interest in NP SPE (the "2026 Exchange Transaction"). As a result of these transactions, TILC no longer has any direct ownership interest in TRIP Holdings; its wholly-owned subsidiary, Tribute Rail LLC ("Tribute"); or Triumph. The Company recognized a non-cash pre-tax gain of $131.6 million during the three and six months ended June 30, 2026. TRIP Holdings and Tribute and its related debt, which totaled $270.6 million as of December 31, 2025, are no longer included in our Consolidated Financial Statements.
Current wording
2026 Railcar Partnership Exchange – In April 2026, TILC executed a contribution agreement (the “Contribution Agreement”) with, among others, Napier Park Rail Evergreen Fund GP LLC ("Napier Park"), a subsidiary of Napier Park Global Capital, one of our railcar investment partners since 2013 and a leading alternative credit platform. Pursuant to the Contribution Agreement, TILC contributed (i) a 42.56% membership interest in TRIP Holdings and (ii) a 0.2% interest in Triumph Rail Holdings LLC ("Triumph") to NP SPE Holdings LP ("NP SPE") in exchange for an 11.2% limited partnership interest in NP SPE (the "2026 Exchange Transaction"). As a result of these transactions, TILC no longer has any direct ownership interest in TRIP Holdings; its wholly-owned subsidiary, Tribute Rail LLC ("Tribute"); or Triumph. The Company recognized a non-cash pre-tax gain of $131.6 million during the nine months ended September 30, 2026. TRIP Holdings and Tribute and its related debt, which totaled $270.6 million as of December 31, 2025, are no longer included in our Consolidated Financial Statements.
Previous wording
The following table summarizes our consolidated results of operations for the three and six months ended June 30, 2026 and 2025:
Current wording
The following table summarizes our consolidated results of operations for the three and nine months ended September 30, 2026 and 2025:
Previous wording
(1)Includes a $131.6 million gain on the divestiture of TRIP Holdings for the three and six months ended June 30, 2026. See Note 5 of the Consolidated Financial Statements for additional information.
Current wording
(1)Includes a $131.6 million gain on the divestiture of TRIP Holdings for the nine months ended September 30, 2026. See Note 5 of the Consolidated Financial Statements for additional information.
Previous wording
The tables below present revenues by segment for the three and six months ended June 30, 2026 and 2025:
Current wording
The tables below present revenues by segment for the three and nine months ended September 30, 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 and other divestitures. Operating costs by segment for the three and six months ended June 30, 2026 and 2025 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 and other divestitures. Operating costs by segment for the three and nine months ended September 30, 2026 and 2025 were as follows:
Previous wording
(1) Includes a $131.6 million gain on the divestiture of TRIP Holdings for the three and six months ended June 30, 2026; gains on lease portfolio sales of $8.2 million and $7.8 million for the three months ended June 30, 2026 and 2025, respectively; and gains on lease portfolio sales of $30.2 million and $13.7 million for the six months ended June 30, 2026 and 2025, respectively.
Current wording
(1) Includes a $131.6 million gain on the divestiture of TRIP Holdings for the nine months ended September 30, 2026; gains on lease portfolio sales of $8.5 million and $21.7 million for the three months ended September 30, 2026 and 2025, respectively; and gains on lease portfolio sales of $38.7 million and $35.4 million for the nine months ended September 30, 2026 and 2025, respectively.
Previous wording
Operating profit by segment for the three and six months ended June 30, 2026 and 2025 was as follows:
Current wording
Operating profit by segment for the three and nine months ended September 30, 2026 and 2025 was as follows:
Previous wording
Revenues – Our revenues for the three months ended June 30, 2026 were $485.1 million, representing a decrease of $21.1 million, or 4.2%, over the prior year period. Our revenues for the six months ended June 30, 2026 were $977.1 million, representing a decrease of $114.5 million, or 10.5%, over the prior year period. The decrease for the three months ended June 30, 2026 was primarily due to lower revenues associated with the divestitures of two partially-owned leasing subsidiaries in the Railcar Partnership Transactions, partially offset by higher lease rates. The decrease for the six months ended June 30, 2026 was primarily due to lower external deliveries in the Rail Products Group and the impact of the Railcar Partnership Transactions.
Current wording
•$32.6 million in lower revenues associated with the divestitures of two partially-owned leasing subsidiaries in the Railcar Partnership Transactions.
Previous wording
Gains on dispositions of property and other divestitures – Gains on dispositions of property and other divestitures increased by $129.6 million and $144.9 million for the three and six months ended June 30, 2026, when compared to the prior year periods primarily due to the $131.6 million gain on the divestiture of TRIP Holdings, as well as higher gains on lease portfolio sales.
Current wording
Gains on dispositions of property and other divestitures – Gains on dispositions of property and other divestitures increased by $1.5 million for the three months ended September 30, 2026 when compared to the prior year period primarily due a $13.4 million gain on the sale of a manufacturing facility, partially offset by a $13.2 million decrease in gains on lease portfolio sales.
Previous wording
Interest expense, net – Interest expense, net for the three months ended June 30, 2026 totaled $64.3 million, compared to $67.7 million for the three months ended June 30, 2025. Interest expense, net for the six months ended June 30, 2026 totaled $129.7 million, compared to $133.8 million for the six months ended June 30, 2025. These decreases for the three and six months ended June 30, 2026 were primarily driven by lower average debt, partially offset by higher interest rates.
Current wording
Interest expense, net – Interest expense, net for the three months ended September 30, 2026 totaled $65.8 million, compared to $69.8 million for the three months ended September 30, 2025. Interest expense, net for the nine months ended September 30, 2026 totaled $195.5 million, compared to $203.6 million for the nine months ended September 30, 2025. These decreases for the three and nine months ended September 30, 2026 were primarily driven by lower average debt primarily due to the Railcar Partnership Transactions, partially offset by higher interest rates.
Previous wording
Income taxes – The effective tax rates from continuing operations for the three and six months ended June 30, 2026 were expenses of 23.7% and 23.8%, respectively, which differs from the U.S. statutory rate of 21.0% primarily due to state and foreign income taxes, and non-deductible executive compensation, partially offset by equity-based compensation and foreign tax return to provision adjustments.
Current wording
Income taxes – The effective tax rates from continuing operations for the three and nine months ended September 30, 2026 were expenses of 29.0% and 24.6%, respectively, which differ from the U.S. statutory rate of 21.0% primarily due to foreign and state income taxes and non-deductible executive compensation, partially offset by equity-based compensation and return to provision adjustments.
Previous wording
The effective tax rates from continuing operations for the three and six months ended June 30, 2025 were expenses of 15.8% and 18.4%, respectively, which differ from the U.S. statutory rate of 21.0% primarily due to the benefit of tax credits purchased at a discount and the benefit of noncontrolling interest for which we do not provide income taxes, partially offset by state income taxes and other permanent differences. See Note 8 for further information regarding the purchase of transferable tax credits.
Current wording
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 8 for further information regarding the purchase of transferable tax credits.
Previous wording
Total revenues for the Railcar Leasing and Services Group decreased by 7.0% and 3.9% for the three and six months ended June 30, 2026, respectively, compared to the prior year periods. Leasing and management revenues decreased by 11.8% and 8.0% for the three and six months ended June 30, 2026, respectively, when compared to the prior year periods, primarily due to reduced revenues associated with the divestitures of two partially-owned leasing subsidiaries in the Railcar Partnership Transactions, partially offset by higher lease rates.
Current wording
Leasing and management revenues decreased by $25.1 million, or 10.8%, for the three months ended September 30, 2026, when compared to the prior year period primarily due to reduced revenues of $32.6 million associated with the divestitures of two partially-owned leasing subsidiaries in the Railcar Partnership Transactions, partially offset by higher lease rates and net additions to the lease fleet.
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 increased by 6.9% and 6.8% for the three and six months ended June 30, 2026, respectively, when compared to the prior year periods as a result of the mix of repairs. Additionally, the increase in revenues for the six months ended June 30, 2026 was favorably impacted by higher 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 $9.5 million, or 16.1%, and $17.6 million, or 9.9%, for the three and nine months ended September 30, 2026, respectively, when compared to the prior year periods as a result of the mix of external repairs. Additionally, the increase in revenues for the nine months ended September 30, 2026 was favorably impacted by higher pricing.
Previous wording
Cost of revenues for the Railcar Leasing and Services Group increased by 1.4% and 3.9% for the three and six months ended June 30, 2026, respectively, compared to the prior year periods primarily due to higher maintenance and compliance costs for the lease fleet, increased depreciation, as well as operational inefficiencies in our maintenance services business. In addition, cost of revenues for the three and six months ended June 30, 2026 includes disposal charges associated with the exit of certain logistics solutions locations. The increase was partially offset by operating costs incurred in the prior year periods associated with two partially-owned leasing subsidiaries that were divested in the Railcar Partnership Transactions.
Current wording
Cost of revenues for the Railcar Leasing and Services Group increased by $14.2 million, or 2.7%, for the nine months ended September 30, 2026, when compared to the prior year period primarily due to higher operating costs for the lease fleet, as well as the mix of external repairs and operational inefficiencies in our maintenance services business. The increase was partially offset by operating costs incurred in the nine months ended September 30, 2025 associated with two partially-owned leasing subsidiaries that were divested in the Railcar Partnership Transactions.
Previous wording
Leasing Group operating profit increased by 89.1% and 49.0% for the three and six months ended June 30, 2026, respectively, when compared to the prior year periods primarily due to the gain on the divestiture of TRIP Holdings, higher gains on lease portfolio sales, and higher lease rates, partially offset by increased maintenance and compliance costs for the lease fleet, higher depreciation, and disposal charges associated with the exit of certain logistics solutions locations. Additionally, the prior year periods included the operating profit associated with partially-owned leasing subsidiaries that were divested in the Railcar Partnership Transactions.
Current wording
Leasing Group operating profit increased by $79.3 million, or 22.6%, for the nine months ended September 30, 2026, when compared to the prior year period primarily due to the $131.6 million gain on the divestiture of TRIP Holdings and higher lease rates, partially offset by higher operating costs for the lease fleet. Additionally, the prior year period included operating profit of $35.9 million associated with partially-owned leasing subsidiaries that were divested in the Railcar Partnership Transactions.
Previous wording
(2)Includes 2,230 railcars under leased-in arrangements as of June 30, 2026 and 2025.
Current wording
(2)Includes 2,230 railcars and 2,330 railcars under leased-in arrangements as of September 30, 2026 and 2025, respectively.
Previous wording
(3)Approximately 6,235 railcars were transferred from partially-owned to wholly-owned related to the acquisition of the noncontrolling interest in RIV 2013 in December 2025.
Current wording
(3)Approximately 6,235 railcars were transferred from partially-owned to wholly-owned related to the acquisition of the noncontrolling interest in RIV 2013 Rail Holdings LLC in December 2025.
Previous wording
(4)Approximately 17,025 railcars reported in partially-owned as of June 30, 2025 were transferred from partially-owned to investor-owned related to the Railcar Partnership Transactions.
Current wording
(4)Approximately 17,020 railcars reported in partially-owned as of September 30, 2025 were transferred from partially-owned to investor-owned related to the Railcar Partnership Transactions.
Previous wording
(1)Includes sustainable railcar conversion revenues of $10.7 million, representing 115 railcars, for the three and six months ended June 30, 2026. Includes sustainable railcar conversion revenues of $2.1 million, representing 25 railcars, for the three and six months ended June 30, 2025.
Current wording
(1)Includes sustainable railcar conversion revenues of $27.8 million, representing 355 railcars, for the three months ended September 30, 2026. Includes sustainable railcar conversion revenues of $38.5 million, representing 470 railcars, for the nine months ended September 30, 2026. 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.
Previous wording
Revenues for the Rail Products Group decreased for the three and six months ended June 30, 2026 by 11.9% and 21.8%, respectively, when compared to the prior year periods. Cost of revenues for the Rail Products Group decreased for the three and six months ended June 30, 2026 by 11.0% and 22.2%, respectively, when compared to the prior year periods. These decreases were primarily due to lower deliveries.
Current wording
Revenues for the Rail Products Group decreased for the nine months ended September 30, 2026 by $94.8 million, or 9.5%, when compared to the prior year period. Cost of revenues for the Rail Products Group decreased for the nine months ended September 30, 2026 by $85.2 million, or 9.3%, when compared to the prior year period. These decreases were primarily due to a 15.0% decrease in new railcar deliveries, partially offset by a higher volume of sustainable railcar conversions.
Previous wording
Operating profit for the Rail Products Group decreased for the three and six months ended June 30, 2026 by 61.8% and 26.7%, respectively, when compared to the prior period primarily due to lower deliveries. In addition, during the three and six months ended June 30, 2026, an incident at our Longview, Texas manufacturing facility resulted in a production interruption, which negatively impacted operating profit. The decrease in operating profit for the six months ended June 30, 2026 was partially offset by a higher mix of high-margin railcars.
Current wording
Operating profit for the Rail Products Group increased for the nine months ended September 30, 2026 by $1.5 million, or 2.7%, when compared to the prior period primarily due to a $13.4 million gain on the sale of a manufacturing facility, as well as a higher mix of high-margin railcars. The increase was partially offset by operational inefficiencies, including an incident at our Longview, Texas manufacturing facility that resulted in a production interruption, as well as a 15.0% decrease in new railcar deliveries.
Previous wording
Information related to our Rail Products Group backlog of new railcars is set forth below. In addition to the amounts below, as of June 30, 2026, our backlog related to sustainable railcar conversions totaled $28.2 million, representing 370 railcars.
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 September 30, 2026, our backlog related to sustainable railcar conversions totaled $5.8 million, representing 60 railcars.
Previous wording
Total backlog dollars decreased by 19.1% when compared to the prior year period. We expect to deliver approximately 40% of our railcar backlog value during the remaining six months of 2026 and 36% 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.
Current wording
Total backlog dollars decreased by 6.6% when compared to the prior year period. We expect to deliver approximately 25% of our railcar backlog value during the remaining three months of 2026 and 50% 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
Selling, engineering, and administrative expenses for the three and six months ended June 30, 2026 decreased by 5.9% and 0.8%, respectively, when compared to the prior year periods primarily from lower employee-related costs. Total operating costs for the three and six months ended June 30, 2025 were favorably impacted by gains associated with the disposition of non-operating facilities.
Current wording
Selling, engineering, and administrative expenses for the three and nine months ended September 30, 2026 increased by 26.4% and 7.6%, respectively, when compared to the prior year periods primarily from higher employee-related costs, including higher incentive-based compensation. Total operating costs for the nine months ended September 30, 2025 were favorably impacted by gains associated with the disposition of non-operating facilities.
Previous wording
As of June 30, 2026, we have total committed liquidity of $1.0 billion. Our total available liquidity includes: $155.7 million of unrestricted cash and cash equivalents; $592.4 million unused and available under our revolving credit facility; and $286.8 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 September 30, 2026, we have total committed liquidity of $897.2 million. Our total available liquidity includes: $158.3 million of unrestricted cash and cash equivalents; $592.4 million unused and available under our revolving credit facility; and $146.5 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 six months ended June 30, 2026 and 2025:
Current wording
The following table summarizes our cash flows from operating, investing, and financing activities for the nine months ended September 30, 2026 and 2025:
Previous wording
Operating Activities. Net cash provided by operating activities from continuing operations for the six months ended June 30, 2026 was $172.4 million compared to net cash provided by operating activities from continuing operations of $141.9 million for the six months ended June 30, 2025. 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 nine months ended September 30, 2026 was $242.7 million compared to net cash provided by operating activities from continuing operations of $187.2 million for the nine months ended September 30, 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 source of $8.4 million for the six months ended June 30, 2026, as compared to a net use of $51.9 million for the six months ended June 30, 2025. The changes in operating assets and liabilities were impacted primarily by income tax refunds received in the current year period and the purchase of tax credits in the prior year period, partially offset by an increase in inventory and the timing of payments associated with operating liabilities.
Current wording
The changes in our operating assets and liabilities resulted in a net use of $8.8 million for the nine months ended September 30, 2026, as compared to a net use of $125.6 million for the nine months ended September 30, 2025. The changes in operating assets and liabilities were impacted primarily by income tax refunds received in the current year period, the purchase of tax credits in the prior year period, and the timing of payments associated with operating liabilities.
Previous wording
Investing Activities. Net cash used in investing activities for the six months ended June 30, 2026 was $181.8 million compared to $242.1 million of net cash used in investing activities for the six months ended June 30, 2025. Significant investing activities are as follows:
Current wording
Investing Activities. Net cash used in investing activities for the nine months ended September 30, 2026 was $290.1 million compared to $398.4 million of net cash used in investing activities for the nine months ended September 30, 2025. Significant investing activities are as follows:
Previous wording
•We made a net fleet investment of $126.0 million during the six months ended June 30, 2026, compared to $232.7 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 $240.8 million during the nine months ended September 30, 2026, compared to $387.4 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.
Previous wording
•In June 2026, we acquired a 32.0% interest in Touax Texmaco Railcar Leasing Private Limited, a railcar leasing company in India, for $37.6 million.
Current wording
•During the nine months ended September 30, 2026, we acquired a 32.0% interest in Touax Texmaco Railcar Leasing Private Limited, a railcar leasing company in India, for $37.6 million.
Previous wording
Financing Activities. Net cash used in financing activities during the six months ended June 30, 2026 was $38.6 million compared to $44.9 million of net cash provided by financing activities for the six months ended June 30, 2025. Significant financing activities are as follows:
Current wording
Financing Activities. Net cash provided by financing activities during the nine months ended September 30, 2026 was $11.5 million compared to $80.4 million of net cash provided by financing activities for the nine months ended September 30, 2025. Significant financing activities are as follows:
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Current report — wording carried from elsewhere
•$85.1 million in lower revenues associated with the divestitures of two partially-owned leasing subsidiaries in the Railcar Partnership Transactions; partially offset by
Current report — wording carried from elsewhere
•A $131.6 million gain on the divestiture of TRIP Holdings,
Current report — wording carried from elsewhere
•Higher operating costs for the lease fleet, and
Current report — wording carried from elsewhere
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.