Financial Performance - Adjusted EPS from continuing operations was $0.34, up $0.20 sequentially and $0.16 year-over-year[5, 51] - Q3 2022 revenue was $497 million, an increase of 18%[10] - Q3 2022 free cash flow was $(42) million, a decrease of 127%[13] - The company benefited from $300 million in lease portfolio sales[34] Rail Market and Leasing Segment - FLRD remains positive at 11.0%, and fleet utilization increased to 97.9%[5, 17, 51] - Completed a $254 million railcar sale to Wafra, resulting in a gain of $25 million[5, 51] - YTD net investment in the lease fleet was $176 million[31, 34] - A multi-year railcar order increased the backlog to $4.1 billion[5, 51] Capital Allocation and Outlook - Open market repurchases in the quarter totaled $14 million[31] - The company anticipates industry deliveries of 40,000 to 50,000 railcars for FY 2022[48] - Net fleet investment for FY 2022 is projected to be $250 million to $300 million[48]

TRINITY INDUSTRIES, INC. Quarterly Investor Presentation August 4, 2022 – for the period ended June 30, 2022 DELIVERING GOODS for THE GOOD of ALL 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 as ...

Trinity Industries, Inc. (NYSE:TRN) Q2 2022 Earnings Conference Call July 27, 2022 8:30 AM ET Company Participants Leigh Anne Mann - VP of IR Jean Savage - CEO and President Eric Marchetto - CFO Conference Call Participants Matt Elkott - Cowen Bascome Majors - Susquehanna Brady Lierz - Stephens Gordon Johnson - GLJ Operator Good day and welcome to Trinity Industries Second Quarter Results Conference Call. All participants will be in listen-only mode. [Operator Instructions] Please note, today's event is bei ...

TRINITY INDUSTRIES, INC. Q2 2022 – Earnings Conference Call Supplemental Materials July 27, 2022 – based on financial results as of June 30, 2022 Investor Contact: TrinityInvestorRelations@trin.net Website: www.trin.net DELIVERING GOODS for THE GOOD of ALL Forward Looking Statements 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 Trini ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ . Commission File Number 1-6903 (Exact name of registrant as specified in its charter) Delaware 75-0225040 (State or Other Jurisdiction ...

Trinity Industries, Inc. (NYSE:TRN) Q1 2022 Earnings Conference Call April 27, 2022 8:30 PM ET Company Participants Leigh Anne Mann - Vice President of Investor Relations Jean Savage - Chief Executive Officer & President Eric Marchetto - Chief Financial Officer Conference Call Participants Bascome Majors - Susquehanna Matt Elkott - Cowen James Bardowski - GLJ Research Ken Newman - KeyBanc Capital Markets George Sellers - Stephens, Inc. Operator 00:04 Good morning, everyone, and welcome to the Trinity Indust ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ . Commission File Number 1-6903 (Exact name of registrant as specified in its charter) Delaware 75-0225040 (State or Other Jurisdiction ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-6903 (Exact name of registrant as specified in its charter) Delaware 75-0225040 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identific ...

Trinity Industries, Inc. (NYSE:TRN) Q4 2021 Earnings Conference Call February 17, 2022 8:30 AM ET Company Participants Leigh Anne Mann – Vice President of Investor Relations Jean Savage – President and Chief Executive Officer Eric Marchetto – Chief Financial Officer Conference Call Participants Matt Elkott – Cowen Justin Long – Stephens Allison Poliniak – Wells Fargo Gordon Johnson – GLJ Research Bascome Majors – Susquehanna Steve Barger – KeyBanc Capital Markets Operator Good day, everyone, and welcome to ...

[PART I FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) This section presents unaudited consolidated financial statements and management's discussion of financial condition and operations [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Unaudited consolidated financial statements, including operations, balance sheets, cash flows, and equity, with detailed notes [Consolidated Statements of Operations](index=3&type=section&id=Consolidated%20Statements%20of%20Operations) This statement details revenues, operating costs, and net income (loss), showing increased net income in 2021 due to higher revenues and property gains Consolidated Statements of Operations Highlights | Metric | 3 Months Ended Sep 30, 2021 (in millions) | 3 Months Ended Sep 30, 2020 (in millions) | 9 Months Ended Sep 30, 2021 (in millions) | 9 Months Ended Sep 30, 2020 (in millions) | | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Revenues | $503.5 | $459.4 | $1,273.8 | $1,583.8 | | Operating profit (loss) | $92.2 | $72.9 | $219.8 | $(161.4) | | Net income (loss) attributable to Trinity Industries, Inc. | $32.0 | $25.1 | $48.0 | $(20.1) | | Diluted earnings per common share | $0.33 | $0.21 | $0.45 | $(0.17) | [Consolidated Statements of Comprehensive Income (Loss)](index=5&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) This statement details comprehensive income (loss) components, including net income and other comprehensive income, showing improvement in 2021 Consolidated Statements of Comprehensive Income (Loss) Highlights | Metric | 3 Months Ended Sep 30, 2021 (in millions) | 3 Months Ended Sep 30, 2020 (in millions) | 9 Months Ended Sep 30, 2021 (in millions) | 9 Months Ended Sep 30, 2020 (in millions) | | :------------------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Net income (loss) | $35.9 | $25.9 | $42.0 | $(99.6) | | Comprehensive income (loss) attributable to Trinity Industries, Inc. | $32.7 | $32.9 | $55.0 | $(31.5) | [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) The balance sheets present the company's financial position, showing a slight decrease in total assets and an increase in total liabilities Consolidated Balance Sheets Highlights | Metric | Sep 30, 2021 (in millions) | Dec 31, 2020 (in millions) | | :--------------------------------------- | :------------------------- | :------------------------- | | Total assets | $8,495.6 | $8,701.8 | | Cash and cash equivalents | $221.8 | $132.0 | | Property, plant, and equipment, net | $6,800.1 | $7,003.4 | | Total liabilities | $6,899.2 | $6,685.8 | | Total debt | $5,176.5 | $5,017.0 | | Total stockholders' equity | $1,596.4 | $2,016.0 | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This statement outlines cash flows from operating, investing, and financing activities, showing strong operating cash flow and a shift in investing activities Consolidated Statements of Cash Flows Highlights (9 Months Ended September 30) | Metric | 2021 (in millions) | 2020 (in millions) | | :--------------------------------------- | :------------------ | :------------------ | | Net cash provided by operating activities | $427.2 | $456.6 | | Net cash provided by (used in) investing activities | $43.6 | $(361.0) | | Net cash used in financing activities | $(354.1) | $(151.3) | | Net increase (decrease) in cash, cash equivalents, and restricted cash | $116.7 | $(55.7) | | Proceeds from lease portfolio sales | $404.5 | $138.7 | | Shares repurchased | $(406.5) | $(120.4) | [Consolidated Statements of Stockholders' Equity](index=9&type=section&id=Consolidated%20Statements%20of%20Stockholders'%20Equity) This statement details changes in stockholders' equity, including net income, dividends, stock-based compensation, and significant share repurchases Trinity Stockholders' Equity Balances | Metric | December 31, 2020 (in millions) | September 30, 2021 (in millions) | | :--------------------------------------- | :------------------------------ | :------------------------------ | | Trinity Stockholders' Equity | $1,738.8 | $1,331.0 | - The company engaged in significant share repurchases during the nine months ended September 30, 2021, totaling **$404.7 million**, contributing to the decrease in stockholders' equity. Cash dividends declared on common stock for the same period amounted to **$65.2 million**[14](index=14&type=chunk)[103](index=103&type=chunk) [Notes to Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) These notes provide detailed explanations and disclosures supporting the unaudited consolidated financial statements, covering policies, segments, debt, and taxes [Note 1. Summary of Significant Accounting Policies](index=11&type=section&id=Note%201.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines key accounting principles, including revenue recognition, lease accounting, and goodwill, highlighting a change in lease fleet sales presentation - Beginning in Q4 2020, the company prospectively changed its presentation of sales from the lease fleet to a net gain or loss from the disposal of a long-term asset (ASC 610-20), regardless of railcar age. This change impacts revenue and cost of revenue lines but has no effect on operating profit, net income, or EPS[22](index=22&type=chunk) - In January 2021, the company acquired a business operating proprietary railcar cleaning technology systems, resulting in **$7.0 million** of goodwill[37](index=37&type=chunk) Goodwill and Warranty Accruals | Metric | September 30, 2021 (in millions) | December 31, 2020 (in millions) | | :--------------------------------------- | :------------------------------- | :------------------------------- | | Goodwill | $215.8 | $208.8 | | Warranty Ending Balance | $3.9 | $9.2 | [Note 2. Derivative Instruments and Fair Value Accounting](index=16&type=section&id=Note%202.%20Derivative%20Instruments%20and%20Fair%20Value%20Accounting) This note describes the company's use of derivative instruments to manage interest rate and foreign currency risks, detailing fair value measurements - The company uses derivative instruments to mitigate the impact of changes in interest rates (cash flow hedges) and foreign currency exchange rates[40](index=40&type=chunk) Derivative Instruments and Fair Value Measurements (September 30, 2021) | Metric | Amount (in millions) | | :--------------------------------------- | :------------------- | | Open Interest Rate Hedge (2017 promissory notes) Notional Amount | $468.0 | | Open Interest Rate Hedge (2017 promissory notes) Asset/(Liability) | $(28.9) | | Foreign Currency Hedge Notional Amount | $60.0 | | Foreign Currency Hedge Asset/(Liability) | $(0.9) | | Level 1 Assets (Cash equivalents & Restricted cash) | $131.7 | | Level 2 Liabilities (Interest rate & Foreign currency hedges) | $29.8 | [Note 3. Segment Information](index=18&type=section&id=Note%203.%20Segment%20Information) This note provides financial information for the Railcar Leasing, Rail Products, and All Other segments, detailing revenues and operating profit (loss) - The company operates in three principal business segments: Railcar Leasing and Management Services Group, Rail Products Group, and All Other (including highway products business and non-operating facility costs)[48](index=48&type=chunk) Segment Revenues (9 Months Ended September 30) | Segment | 2021 (in millions) | 2020 (in millions) | Change (%) | | :--------------------------------------- | :------------------ | :------------------ | :--------- | | Railcar Leasing and Management Services Group | $554.1 | $613.0 | (9.6)% | | Rail Products Group | $862.7 | $1,296.2 | (33.4)% | | All Other | $230.0 | $195.3 | 17.8% | Segment Operating Profit (Loss) (9 Months Ended September 30) | Segment | 2021 (in millions) | 2020 (in millions) | Change (%) | | :--------------------------------------- | :------------------ | :------------------ | :--------- | | Railcar Leasing and Management Services Group | $268.7 | $265.5 | 1.2% | | Rail Products Group | $(8.7) | $36.2 | (124.0)% | | All Other | $42.8 | $23.9 | 79.1% | [Note 4. Partially-Owned Leasing Subsidiaries](index=20&type=section&id=Note%204.%20Partially-Owned%20Leasing%20Subsidiaries) This note describes partially-owned leasing subsidiaries and the formation of a new railcar investment vehicle, Signal Rail Holdings LLC, accounted for under the equity method - Trinity has a controlling interest in partially-owned leasing subsidiaries TRIP Holdings and RIV 2013, with a weighted average ownership of **38%**[55](index=55&type=chunk) - A new railcar investment vehicle (RIV) program, Signal Rail Holdings LLC, was formed in August 2021 as a joint venture with Wafra Funds (**90%** Wafra, **10%** TILC). It targets up to **$1 billion** in total acquisitions over an expected three-year period[60](index=60&type=chunk) - An initial portfolio of **3,582** railcars was sold to Signal Rail for approximately **$325.1 million**, resulting in a gain of **$32.9 million** and a **10%** equity interest in Signal Rail valued at **$6.4 million**[61](index=61&type=chunk) - Signal Rail is accounted for under the equity method, as Trinity does not have the power to direct its most significant economic activities. The carrying value of this investment was **$6.1 million** at September 30, 2021[62](index=62&type=chunk)[63](index=63&type=chunk) [Note 5. Railcar Leasing and Management Services Group](index=22&type=section&id=Note%205.%20Railcar%20Leasing%20and%20Management%20Services%20Group) This note provides detailed financial and operational information for the Leasing Group, showing increased operating profit despite lower lease rates Leasing Group Financials (Adjusted Total, in millions) | Metric | Sep 30, 2021 | Dec 31, 2020 | | :--------------------------------------- | :----------- | :----------- | | Total assets | $6,719.3 | $6,831.8 | | Total liabilities | $5,896.8 | $5,644.0 | Leasing Group Revenues and Operating Profit (in millions) | Metric | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :--------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total revenues | $185.5 | $183.9 | $554.1 | $613.0 | | Total operating profit | $109.3 | $89.7 | $268.7 | $265.5 | | Lease portfolio sales | $322.1 | $6.5 | $410.9 | $193.1 | | Operating profit on lease portfolio sales | $32.9 | $2.9 | $45.7 | $17.7 | Leasing Group Fleet Statistics (September 30) | Metric | 2021 | 2020 | | :--------------------------------------- | :----- | :----- | | Number of company-owned railcars | 105,915 | 105,925 | | Fleet utilization | 95.0% | 94.8% | [Note 6. Property, Plant, and Equipment](index=25&type=section&id=Note%206.%20Property,%20Plant,%20and%20Equipment) This note details the composition of property, plant, and equipment by segment, showing a net decrease from December 31, 2020, to September 30, 2021 Property, Plant, and Equipment, Net (in millions) | Category | September 30, 2021 | December 31, 2020 | | :--------------------------------------- | :----------------- | :----------------- | | Manufacturing/Corporate | $384.6 | $401.5 | | Leasing (Wholly-owned subsidiaries) | $5,603.4 | $5,795.9 | | Leasing (Partially-owned subsidiaries) | $1,594.7 | $1,626.3 | | Deferred profit on railcars sold to Leasing Group, net | $(782.6) | $(820.3) | | **Total Property, Plant, and Equipment, net** | **$6,800.1** | **$7,003.4** | [Note 7. Debt](index=26&type=section&id=Note%207.%20Debt) This note provides an overview of the company's debt structure, including recourse and non-recourse debt, and details significant refinancing activities in June 2021 Long-Term Debt Carrying Amounts (in millions) | Debt Type | September 30, 2021 | December 31, 2020 | | :--------------------------------------- | :----------------- | :----------------- | | Corporate – Recourse | $398.5 | $448.2 | | Leasing – Non-recourse (Wholly-owned subsidiaries) | $3,553.5 | $3,340.5 | | Leasing – Non-recourse (Partially-owned subsidiaries) | $1,224.5 | $1,228.3 | | **Total debt** | **$5,176.5** | **$5,017.0** | - The company's **$450.0 million** unsecured corporate revolving credit facility had **$421.7 million** available for borrowing as of September 30, 2021[74](index=74&type=chunk) - The TILC warehouse loan facility was extended through March 15, 2024, and its total commitment increased from **$750 million** to **$1.0 billion**, with **$485.6 million** available as of September 30, 2021[76](index=76&type=chunk) - In June 2021, Triumph Rail refinanced **$869.1 million** of outstanding debt (**5.16%** all-in rate) with **$560.4 million** of new Green Secured Railcar Equipment Notes (**2.20%** all-in rate), incurring an **$8.7 million** loss on extinguishment of debt[78](index=78&type=chunk)[79](index=79&type=chunk) - In June 2021, TRP-2021 refinanced **$348.0 million** of outstanding debt (**3.59%** all-in rate) with **$355.0 million** of new Green Secured Railcar Equipment Notes (**2.13%** all-in rate), incurring a **$3.0 million** loss on extinguishment of debt[82](index=82&type=chunk)[83](index=83&type=chunk) [Note 8. Income Taxes](index=29&type=section&id=Note%208.%20Income%20Taxes) This note discusses effective tax rates, highlighting differences from the U.S. statutory rate, and details significant income tax refunds and receivables Effective Tax Rates from Continuing Operations | Period | 2021 Effective Tax Rate | 2020 Effective Tax Rate | | :--------------------------------------- | :---------------------- | :---------------------- | | Three Months Ended September 30 | 23.9% expense | 34.9% benefit | | Nine Months Ended September 30 | 27.8% expense | 69.5% benefit | - Income tax refunds received, net of payments, totaled **$246.9 million** for the nine months ended September 30, 2021[88](index=88&type=chunk) - The total income tax receivable position was **$191.9 million** as of September 30, 2021, primarily related to carryback claims[88](index=88&type=chunk) [Note 9. Employee Retirement Plans](index=29&type=section&id=Note%209.%20Employee%20Retirement%20Plans) This note summarizes net retirement costs, primarily for profit sharing and the Supplemental Executive Retirement Plan, and details the 2020 Pension Plan settlement Net Retirement Cost (in millions) | Metric | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :--------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net expense | $3.2 | $2.2 | $8.8 | $7.4 | - The Trinity Industries, Inc. Consolidated Pension Plan was settled in Q4 2020, resulting in a pre-tax non-cash pension settlement charge of **$151.5 million**[91](index=91&type=chunk) - During the nine months ended September 30, 2021, **$10.9 million** of the Pension Plan surplus was used to fund profit sharing obligations, and **$2.2 million** was used for pension administrative expenses[92](index=92&type=chunk) [Note 10. Asset Impairments and Restructuring Activities](index=30&type=section&id=Note%2010.%20Asset%20Impairments%20and%20Restructuring%20Activities) This note details the 2020 impairment charge for railcars and outlines restructuring activities, resulting in net gains in 2021 from asset dispositions - An aggregate impairment charge of **$369.4 million** was recorded for long-lived assets (small cube covered hopper railcars) for the nine months ended September 30, 2020, due to economic pressures in the oil and gas industry. No impairment was recorded in 2021[93](index=93&type=chunk)[94](index=94&type=chunk) Restructuring Activities, Net (in millions) | Period | 2021 | 2020 | | :--------------------------------------- | :----- | :----- | | 3 Months Ended September 30 | $0.1 gain | $4.7 charge | | 9 Months Ended September 30 | $1.1 gain | $10.5 charge | - The net gain in 2021 restructuring activities was primarily due to a **$1.6 million** gain on the disposition of certain non-operating facilities, partially offset by **$0.5 million** in employee severance costs[95](index=95&type=chunk) [Note 11. Accumulated Other Comprehensive Loss](index=32&type=section&id=Note%2011.%20Accumulated%20Other%20Comprehensive%20Loss) This note presents changes in Accumulated Other Comprehensive Loss (AOCL), reflecting derivative gains/losses and actuarial adjustments, showing improvement in 2021 Accumulated Other Comprehensive Loss (AOCL) (in millions) | Metric | December 31, 2020 | September 30, 2021 | | :--------------------------------------- | :---------------- | :----------------- | | Balances | $(30.9) | $(23.9) | | Other comprehensive income (9 months ended Sep 30, 2021) | N/A | $7.0 | [Note 12. Common Stock and Stock-Based Compensation](index=32&type=section&id=Note%2012.%20Common%20Stock%20and%20Stock-Based%20Compensation) This note details common stock activities, including significant share repurchases and stock-based compensation expenses, and a new repurchase program authorization - On April 29, 2021, the company repurchased **8.1 million** shares of common stock from ValueAct Capital Master Fund, L.P. for **$222.5 million** in a privately negotiated transaction[100](index=100&type=chunk) - In September 2021, the Board of Directors authorized a new share repurchase program for up to **$250.0 million** of common stock, effective through December 31, 2022[101](index=101&type=chunk) Share Repurchase Activity (Previous Program) | Period | Shares Repurchased | Cost (in millions) | | :--------------------------------------- | :----------------- | :----------------- | | Oct 23, 2020 through Sep 30, 2021 (Total) | 9,522,882 | $250.0 | | July 1, 2021 through Sep 30, 2021 | 2,815,307 | $77.1 | Stock-Based Compensation Expense (in millions) | Period | 2021 | 2020 | | :--------------------------------------- | :----- | :----- | | 3 Months Ended September 30 | $6.5 | $4.8 | | 9 Months Ended September 30 | $16.3 | $19.7 | [Note 13. Earnings Per Common Share](index=34&type=section&id=Note%2013.%20Earnings%20Per%20Common%20Share) This note explains the computation of basic and diluted earnings per common share (EPS), showing significant improvement in 2021 compared to a 2020 loss Earnings Per Common Share (EPS) | Metric | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :--------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Basic EPS | $0.33 | $0.21 | $0.46 | $(0.17) | | Diluted EPS | $0.33 | $0.21 | $0.45 | $(0.17) | | Diluted weighted average shares outstanding (in millions) | 99.5 | 117.0 | 105.7 | 117.2 | [Note 14. Contingencies](index=35&type=section&id=Note%2014.%20Contingencies) This note discloses ongoing legal proceedings, primarily False Claims Act lawsuits related to the ET-Plus® System, and details insurance recoveries from a tornado event - The United States Court of Appeals for the Fifth Circuit reversed a **$682.4 million** judgment against the company in a federal False Claims Act (FCA) lawsuit related to the ET-Plus® System, and the Supreme Court denied further review, ending the action[110](index=110&type=chunk)[111](index=111&type=chunk) - Several state qui tam actions (Virginia, Massachusetts, Tennessee, New Jersey) and a class-action lawsuit in Jackson County, Missouri, related to the ET-Plus® System are pending. The company believes these lawsuits are without merit and intends to vigorously defend them[112](index=112&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) - The range of reasonably possible losses for other claims and lawsuits (including product warranty, personal injury, environmental, workplace laws) is **$11.2 million** to **$18.4 million**, with total accruals of **$11.7 million** as of September 30, 2021[118](index=118&type=chunk) - The company recorded a **$4.7 million** gain for insurance recoveries in excess of net book value received during Q3 2021 for assets damaged by a tornado at its rail maintenance facility in Cartersville, Georgia[120](index=120&type=chunk) Key Financial Performance (9 Months Ended September 30) | Metric | 2021 (in millions) | 2020 (in millions) | | :--------------------------------------- | :------------------ | :------------------ | | Net Income (Loss) Attributable to Trinity Industries, Inc. | $48.0 | $(20.1) | | Total Assets (as of Sep 30) | $8,495.6 | $8,701.8 (Dec 31) | | Total Liabilities (as of Sep 30) | $6,899.2 | $6,685.8 (Dec 31) | | Net cash provided by operating activities | $427.2 | $456.6 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section offers management's perspective on financial condition, operations, and liquidity, covering market developments, capital structure, and segment performance [Matters Affecting Comparability](index=37&type=section&id=Matters%20Affecting%20Comparability) This section highlights a prospective change in accounting presentation for lease fleet railcar sales, now reported as a net gain or loss from asset disposal - Beginning in Q4 2020, sales of railcars from the lease fleet are presented on a net basis as a gain or loss from the disposal of a long-term asset (ASC 610-20), regardless of the railcar's age. This change affects the presentation of revenues and cost of revenues but has no impact on operating profit, net income, earnings per share, or the Consolidated Balance Sheet[124](index=124&type=chunk) [Forward-Looking Statements](index=38&type=section&id=Forward-Looking%20Statements) This section contains cautionary statements regarding future expectations and financial performance, emphasizing risks and uncertainties that could cause actual results to differ - The report contains forward-looking statements that involve risks and uncertainties, including market conditions, cyclical industries, COVID-19 impacts, asset impairments, supply chain disruptions, steel and labor costs, interest rates, litigation, and regulatory changes[125](index=125&type=chunk)[126](index=126&type=chunk) - Trinity undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, except as required by federal securities laws[127](index=127&type=chunk) [Company Overview](index=40&type=section&id=Company%20Overview) This section describes Trinity Industries, Inc. as a leading North American railcar products and services provider, operating in three principal business segments - Trinity Industries, Inc. is a leading provider of railcar products and services in North America, marketed under the TrinityRail® trade name[128](index=128&type=chunk) - The company reports operating results in three segments: Railcar Leasing and Management Services Group, Rail Products Group, and All Other (highway products and non-operating facility costs)[128](index=128&type=chunk) [Executive Summary](index=40&type=section&id=Executive%20Summary) This section provides a high-level overview of market developments, financial and operational highlights, capital returns, and updates on capital structure and litigation [Recent Market Developments](index=40&type=section&id=Recent%20Market%20Developments) This section discusses the ongoing impact of COVID-19, cyclical industry trends, reduced railcar demand, and significant increases in steel prices and labor costs - The COVID-19 pandemic negatively impacted results of operations for the three and nine months ended September 30, 2021, with economic pressures expected to continue in the near term due to evolving variants[129](index=129&type=chunk) - The industries in which the company operates are cyclical, experiencing reduced demand for railcars, and pressure on lease rates and utilization, despite improving railcar loading volumes and new orders[131](index=131&type=chunk)[132](index=132&type=chunk) - Steel prices and labor costs have increased significantly since Q4 2020, impacting cost of revenues and potentially reducing demand for new railcars[133](index=133&type=chunk) [Financial and Operational Highlights](index=41&type=section&id=Financial%20and%20Operational%20Highlights) This section summarizes key financial and operational achievements, including revenue changes, new railcar investment vehicle, lease fleet utilization, and railcar backlog Financial and Operational Highlights (9 Months Ended September 30) | Metric | 2021 (in millions) | 2020 (in millions) | | :--------------------------------------- | :------------------ | :------------------ | | Revenues | $1,273.8 | $1,583.8 | | Operating Profit (Loss) | $219.8 | $(161.4) | | Operating Cash Flows from Continuing Operations | $428.0 | $456.8 | | Free Cash Flow After Investments and Dividends | $515.5 | $48.5 | - The company completed an initial railcar portfolio sale to Signal Rail Holdings LLC, a new railcar investment vehicle program with Wafra, Inc., in Q3 2021[137](index=137&type=chunk) - Lease fleet utilization was **95.0%** on **105,915** company-owned railcars as of September 30, 2021, a slight increase from **94.8%** in the prior year[137](index=137&type=chunk) - The total value of the railcar backlog was **$1.2 billion** at September 30, 2021, with orders for **8,510** railcars received and **6,070** delivered during the nine-month period[137](index=137&type=chunk) - The Rail Products Group introduced a sustainable railcar conversion program, generating **$38.8 million** in revenues from **361** railcars for the nine months ended September 30, 2021[137](index=137&type=chunk) [Returns of Capital to Shareholders](index=42&type=section&id=Returns%20of%20Capital%20to%20Shareholders) This section summarizes the company's activities in returning capital to shareholders through dividends and share repurchases, including a new program authorization - The company paid **$68.5 million** in dividends to common stockholders during the nine months ended September 30, 2021[191](index=191&type=chunk) - Total share repurchases amounted to **$406.5 million** during the nine months ended September 30, 2021, including a **$222.5 million** repurchase from ValueAct Capital Master Fund, L.P[198](index=198&type=chunk) - A new share repurchase program authorizing up to **$250.0 million** of common stock was approved in September 2021, effective through December 31, 2022[145](index=145&type=chunk) [Capital Structure Updates](index=42&type=section&id=Capital%20Structure%20Updates) This section updates significant changes to the capital structure, including facility extensions, major share repurchases, and debt refinancing activities at lower interest rates - The TILC warehouse facility was extended through March 15, 2024, and its total commitment increased from **$750 million** to **$1.0 billion**[139](index=139&type=chunk) - In June 2021, Triumph Rail issued **$560.4 million** of Series 2021-2 Green Secured Railcar Equipment Notes (**2.20%** all-in rate) to redeem **$869.1 million** of existing debt (**5.16%** all-in rate)[141](index=141&type=chunk) - TRP-2021 issued **$355.0 million** of Series 2021-1 Green Secured Railcar Equipment Notes (**2.13%** all-in rate) in June 2021 to redeem **$348.0 million** of existing debt (**3.59%** all-in rate)[143](index=143&type=chunk) - TRL-2021 issued **$325.0 million** of Series 2021-1 Green Secured Railcar Equipment Notes (**2.31%** all-in rate) in June 2021, with proceeds used to repay borrowings under TILC's secured warehouse credit facility[144](index=144&type=chunk) [Litigation Updates](index=43&type=section&id=Litigation%20Updates) This section refers to Note 14 of the Consolidated Financial Statements for the latest information on Highway Products litigation, indicating no new material updates - For updates on the Highway Products litigation, refer to Note 14 of the Consolidated Financial Statements[146](index=146&type=chunk) [Consolidated Results of Operations](index=44&type=section&id=Consolidated%20Results%20of%20Operations) This section analyzes consolidated financial performance, including revenues, costs, and operating profit, highlighting improvements in 2021 due to property gains and no impairment [Revenues](index=45&type=section&id=Revenues) This section details consolidated and segment-level revenues, showing a 3-month increase but a 9-month decrease due to lower deliveries and accounting changes Consolidated Revenues (in millions) | Period | 2021 | 2020 | Change (%) | | :--------------------------------------- | :----- | :----- | :--------- | | 3 Months Ended September 30 | $503.5 | $459.4 | 9.6% | | 9 Months Ended September 30 | $1,273.8 | $1,583.8 | (19.6)% | - The 3-month increase was primarily due to increased demand and higher pricing in the highway products business and higher external deliveries in the Rail Products Group[152](index=152&type=chunk) - The 9-month decrease was primarily related to lower deliveries in the Rail Products Group and the change in the presentation of sales of railcars from the lease fleet[153](index=153&type=chunk) [Operating Costs](index=46&type=section&id=Operating%20Costs) This section breaks down operating costs, including cost of revenues, selling, engineering, and administrative expenses, influenced by delivery volumes and accounting changes Consolidated Cost of Revenues (in millions) | Period | 2021 | 2020 | Change (%) | | :--------------------------------------- | :----- | :----- | :--------- | | 3 Months Ended September 30 | $398.7 | $334.5 | 19.2% | | 9 Months Ended September 30 | $953.9 | $1,213.1 | (21.4)% | - The 3-month increase was primarily due to higher costs associated with external deliveries and operating inefficiencies (labor shortages, turnover) in the Rail Products Group's maintenance services, and increased demand/input costs in the highway products business[154](index=154&type=chunk) - The 9-month decrease was primarily due to lower deliveries in the Rail Products Group and the change in the presentation of sales of railcars from the lease fleet[155](index=155&type=chunk) [Operating Profit (Loss)](index=46&type=section&id=Operating%20Profit%20(Loss)) This section presents consolidated operating profit (loss), showing significant increases in 2021 due to higher lease portfolio sales and the absence of a prior year impairment charge Consolidated Operating Profit (Loss) (in millions) | Period | 2021 | 2020 | Change (%) | | :--------------------------------------- | :----- | :----- | :--------- | | 3 Months Ended September 30 | $92.2 | $72.9 | 26.5% | | 9 Months Ended September 30 | $219.8 | $(161.4) | 236.2% | | (Note: 2020 9-month period included a $369.4M impairment charge) | | | | - The 9-month operating profit increase was significantly influenced by the absence of a **$369.4 million** impairment charge related to small cube covered hopper railcars in the prior year[162](index=162&type=chunk) [Discussion of Consolidated Results](index=46&type=section&id=Discussion%20of%20Consolidated%20Results) This section discusses consolidated financial results, elaborating on drivers for changes in revenues, costs, property gains, impairment, restructuring, interest, and taxes - Selling, engineering, and administrative expenses increased by **6.1%** for the three months ended September 30, 2021, primarily due to higher employee-related costs, but decreased by **3.4%** for the nine-month period due to lower consulting costs in the prior year[156](index=156&type=chunk) - Gains on dispositions of property increased by **$45.1 million** for the nine months ended September 30, 2021, primarily due to a higher volume of railcar sales from the lease portfolio and gains from non-operating facilities, including a **$4.7 million** gain from insurance recoveries related to a tornado[157](index=157&type=chunk)[158](index=158&type=chunk) - Interest expense, net, decreased for both the three and nine months ended September 30, 2021, primarily driven by lower overall borrowing costs associated with the company's debt facilities, partially offset by higher overall average debt[164](index=164&type=chunk) - A loss on extinguishment of debt of **$11.7 million** was recognized for the nine months ended September 30, 2021, due to the refinancing of partially-owned subsidiaries' debt, including a **$3.3 million** early redemption premium and **$8.4 million** in unamortized debt issuance costs write-off[165](index=165&type=chunk) [Segment Discussion](index=49&type=section&id=Segment%20Discussion) This section discusses the financial performance of each operating segment: Railcar Leasing, Rail Products, All Other, and Corporate, highlighting key drivers and challenges [Railcar Leasing and Management Services Group](index=49&type=section&id=Railcar%20Leasing%20and%20Management%20Services%20Group) The Leasing Group's revenues decreased for the nine-month period due to accounting changes, but operating profit increased due to higher lease portfolio sales and utilization Leasing Group Performance (in millions) | Metric | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :--------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total revenues | $185.5 | $183.9 | $554.1 | $613.0 | | Total operating profit | $109.3 | $89.7 | $268.7 | $265.5 | | Lease portfolio sales | $322.1 | $6.5 | $410.9 | $193.1 | | Operating profit on lease portfolio sales | $32.9 | $2.9 | $45.7 | $17.7 | | Depreciation | $58.7 | $51.5 | $170.5 | $159.1 | - Leasing and management revenues were relatively flat, impacted by growth in the lease fleet, slightly higher utilization, and increased servicer fees, offset by lower rental rates[173](index=173&type=chunk) - The lease fleet utilization was **95.0%** on **105,915** company-owned railcars as of September 30, 2021[176](index=176&type=chunk) [Rail Products Group](index=51&type=section&id=Rail%20Products%20Group) The Rail Products Group saw decreases in revenues and operating profit due to lower deliveries and product mix, with costs impacted by input costs and inefficiencies Rail Products Group Performance (in millions) | Metric | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :--------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total revenues | $339.9 | $381.2 | $862.7 | $1,296.2 | | Operating profit (loss) | $(3.1) | $3.2 | $(8.7) | $36.2 | - Revenues and cost of revenues decreased due to lower deliveries and a shift in the mix of railcar products and services sold. Cost of revenues was negatively impacted by higher input costs, supply chain disruptions, and operating inefficiencies (labor shortages, turnover) in maintenance services[180](index=180&type=chunk)[181](index=181&type=chunk) Rail Products Group Backlog | Metric | September 30, 2021 | September 30, 2020 | Change (%) | | :--------------------------------------- | :----------------- | :----------------- | :--------- | | Total backlog (value, in millions) | $1,228.4 | $1,155.4 | 6.3% | | Total backlog (units) | 11,425 | 10,050 | 13.7% | | Sustainable railcar conversions backlog (value, in millions) | $98.3 | N/A | N/A | | New railcar deliveries (units, 9 months) | 6,070 | 9,295 | (34.7)% | [All Other](index=52&type=section&id=All%20Other) The All Other segment reported significant increases in revenues and operating profit, driven by increased demand, higher pricing, and gains from non-operating facility dispositions All Other Segment Performance (in millions) | Metric | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :--------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Revenues | $83.7 | $62.6 | $230.0 | $195.3 | | Operating profit | $14.7 | $7.3 | $42.8 | $23.9 | - The increases in revenues and operating profit were primarily driven by increased demand and higher pricing in the highway products business, along with gains from the disposition of non-operating facilities[185](index=185&type=chunk) [Corporate](index=53&type=section&id=Corporate) Corporate operating costs increased for the three-month period but remained flat for nine months, primarily due to higher employee-related costs and litigation expenses Corporate Operating Costs (in millions) | Period | 2021 | 2020 | Change (%) | | :--------------------------------------- | :----- | :----- | :--------- | | 3 Months Ended September 30 | $23.9 | $21.0 | 13.8% | | 9 Months Ended September 30 | $73.7 | $73.3 | 0.5% | - The increase in operating costs was primarily due to higher employee-related costs (including incentive-based compensation) and litigation-related expenses, partially offset by reduced costs from streamlining the corporate structure[186](index=186&type=chunk) [Liquidity and Capital Resources](index=54&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's financial flexibility, funding sources, and liquidity events, highlighting available liquidity, cash flow, debt, and capital allocation [Overview](index=54&type=section&id=Overview) This section outlines the company's strategy for financing future operations using cash, cash equivalents, and debt, reporting **$1.1 billion** in committed liquidity as of September 30, 2021 - The company expects to finance future operating requirements using cash, cash equivalents, marketable securities, cash flows from operations, and various debt and equity instruments[188](index=188&type=chunk) - Total committed liquidity was **$1.1 billion** as of September 30, 2021, comprising **$221.8 million** in unrestricted cash, **$421.7 million** available under the revolving credit facility, and **$485.6 million** available under the TILC warehouse facility[189](index=189&type=chunk) [Liquidity Highlights](index=54&type=section&id=Liquidity%20Highlights) This section summarizes key liquidity events, including facility extensions, note issuances, dividend payments, and significant share repurchases, and a new repurchase program - The TILC warehouse facility was extended through March 15, 2024, and its total commitment increased from **$750 million** to **$1.0 billion**[190](index=190&type=chunk) - TRL-2021 issued **$325.0 million** of Series 2021-1 Green Secured Railcar Equipment Notes in June 2021, with proceeds used to repay borrowings under TILC's secured warehouse credit facility[191](index=191&type=chunk) - The company paid **$68.5 million** in dividends to common stockholders and repurchased **$404.7 million** of common stock (including **$222.5 million** from ValueAct) during the nine months ended September 30, 2021[191](index=191&type=chunk)[192](index=192&type=chunk)[194](index=194&type=chunk) - A new share repurchase program authorizing up to **$250.0 million** of common stock was approved in September 2021[193](index=193&type=chunk) [Cash Flows](index=55&type=section&id=Cash%20Flows) This section provides a summary and discussion of cash flows from operating, investing, and financing activities, noting a shift to net cash provided by investing and increased cash used in financing Cash Flows (9 Months Ended September 30, in millions) | Activity | 2021 | 2020 | | :--------------------------------------- | :----- | :----- | | Net cash provided by operating activities – continuing operations | $428.0 | $456.8 | | Net cash provided by (used in) investing activities | $43.6 | $(361.0) | | Net cash used in financing activities | $(354.1) | $(151.3) | - Investing activities shifted to a net cash provider in 2021, with proceeds from lease portfolio sales exceeding investment in the lease fleet by **$40.6 million**, compared to a net investment of **$310.1 million** in 2020[196](index=196&type=chunk) - Financing activities used more cash in 2021, primarily due to **$406.5 million** in share repurchases and net debt repayments of **$136.9 million**[198](index=198&type=chunk) [Current Debt Obligations](index=56&type=section&id=Current%20Debt%20Obligations) This section details revolving credit facility covenants, including maximum leverage and minimum interest coverage ratios, with the company in compliance as of September 30, 2021 - The revolving credit facility requires maintenance of a maximum leverage ratio (no greater than **4.25 to 1.00**) and a minimum interest coverage ratio (no less than **1.75 to 1.00**)[197](index=197&type=chunk) Financial Covenant Compliance (September 30, 2021) | Ratio | Covenant | Actual | | :--------------------------------------- | :----------------------- | :----- | | Maximum leverage | No greater than 4.25 to 1.00 | 2.01 | | Minimum interest coverage | No less than 1.75 to 1.00 | 7.28 | - The company was in compliance with all financial covenants as of September 30, 2021, following an amendment in March 2021 to increase the maximum leverage ratio and decrease the minimum interest coverage ratio for near-term flexibility[197](index=197&type=chunk) [Supplemental Guarantor Financial Information](index=57&type=section&id=Supplemental%20Guarantor%20Financial%20Information) This section provides summarized financial information for the Parent and Guarantor Subsidiaries, highlighting assets held by Non-Guarantor Subsidiaries not available to the Parent - Senior Notes are fully and unconditionally, jointly and severally guaranteed by certain **100%**-owned subsidiaries (Guarantor Subsidiaries)[199](index=199&type=chunk) - As of September 30, 2021, Non-Guarantor Subsidiaries held **$84.2 million** in restricted cash, **$6,566.0 million** in equipment securing non-recourse debt, and **$119.4 million** in foreign assets, which are not available for distribution to the Parent[201](index=201&type=chunk) Summarized Financial Information for Obligor Group (9 Months Ended Sep 30, 2021, in millions) | Metric | Amount | | :--------------------------------------- | :----- | | Revenues | $706.0 | | Cost of revenues | $628.5 | | Net income (loss) | $(76.7) | [Capital Expenditures](index=58&type=section&id=Capital%20Expenditures) This section outlines projected capital expenditures for 2021, including net investment in the lease fleet and manufacturing and other activities - For the full year 2021, the company anticipates a net investment in its lease fleet of between **$40 million** and **$70 million**[205](index=205&type=chunk) - Capital expenditures related to manufacturing and other activities are projected to range between **$30 million** and **$40 million** for the full year 2021[205](index=205&type=chunk) [Equity Investment](index=58&type=section&id=Equity%20Investment) This section refers to Note 4 for information regarding the company's investment in partially-owned leasing subsidiaries, with no new material updates - Information about the company's investment in partially-owned leasing subsidiaries can be found in Note 4 of the Consolidated Financial Statements[206](index=206&type=chunk) [Off Balance Sheet Arrangements](index=58&type=section&id=Off%20Balance%20Sheet%20Arrangements) This section discloses outstanding letters of credit under the Credit Agreement, supporting various insurance programs, expected to expire in July 2022 - As of September 30, 2021, the company had **$28.3 million** in outstanding letters of credit under its Credit Agreement, which are expected to expire in July 2022 and support various insurance programs[207](index=207&type=chunk) [Derivative Instruments](index=58&type=section&id=Derivative%20Instruments) This section states the company's use of derivative instruments to manage market risks related to interest rates, fuel prices, and foreign currency exchange rates - The company uses derivative instruments to mitigate the impact of changes in interest rates, natural gas and diesel fuel prices, and foreign currency exchange rates, which are accounted for as cash flow hedges[208](index=208&type=chunk) [LIBOR Transition](index=58&type=section&id=LIBOR%20Transition) This section addresses the upcoming LIBOR phase-out and the transition to SOFR, noting potential changes in interest rates and higher borrowing costs for LIBOR-based contracts - The London Interbank Offered Rate (LIBOR) is expected to be phased out after June 2023, with the Secured Overnight Financing Rate (SOFR) identified as the preferred alternative[209](index=209&type=chunk) - The company has LIBOR-based contracts extending beyond June 2023, and the transition to an alternative benchmark rate may adversely affect interest rates and result in higher borrowing costs[209](index=209&type=chunk) [Non-GAAP Financial Measures](index=59&type=section&id=Non-GAAP%20Financial%20Measures) This section explains the inclusion of "Free Cash Flow After Investments and Dividends" as a non-GAAP measure for liquidity insights, unaffected by lease fleet sales presentation changes - The company includes "Free Cash Flow After Investments and Dividends" (Free Cash Flow) as a non-GAAP financial measure to provide insights into liquidity and ability to fund operations and repay debt[211](index=211&type=chunk)[212](index=212&type=chunk) - The change in presentation of sales of railcars from the lease fleet, effective Q4 2020, had no effect on previously reported Free Cash Flow[211](index=211&type=chunk) Free Cash Flow After Investments and Dividends (9 Months Ended September 30, in millions) | Metric | 2021 | 2020 | | :--------------------------------------- | :----- | :----- | | Total Free Cash Flow After Investments and Dividends | $515.5 | $48.5 | [Contractual Obligations and Commercial Commitments](index=60&type=section&id=Contractual%20Obligations%20and%20Commercial%20Commitments) This section states no material changes to contractual obligations since December 31, 2020, except for specific debt transactions detailed in Note 7 - There have been no material changes to contractual obligations since December 31, 2020, except for specific debt transactions detailed in Note 7[217](index=217&type=chunk) - Key debt transactions include the extension and increase of the TILC warehouse facility, and several issuances and redemptions of secured railcar equipment notes and term loans for wholly-owned and partially-owned leasing subsidiaries in June 2021[219](index=219&type=chunk) [Recent Accounting Pronouncements](index=60&type=section&id=Recent%20Accounting%20Pronouncements) This section confirms no material changes in recently issued or adopted accounting standards since the 2020 Annual Report on Form 10-K - There have been no material changes in recently issued or adopted accounting standards from those disclosed in the 2020 Annual Report on Form 10-K[218](index=218&type=chunk) Key Financial and Operational Highlights (9 Months Ended September 30) | Metric | 2021 (in millions) | 2020 (in millions) | | :--------------------------------------- | :------------------ | :------------------ | | Revenues | $1,273.8 | $1,583.8 | | Operating Profit (Loss) | $219.8 | $(161.4) | | Operating Cash Flows from Continuing Operations | $428.0 | $456.8 | | Free Cash Flow After Investments and Dividends | $515.5 | $48.5 | - The company's total committed liquidity was **$1.1 billion** as of September 30, 2021, including **$221.8 million** in unrestricted cash and **$907.3 million** in available credit facilities[189](index=189&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=61&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states no material changes in the company's market risks since December 31, 2020, and refers to the notes for discussions on debt-related and hedging activities - There has been no material change in the company's market risks since December 31, 2020[220](index=220&type=chunk) - Refer to Note 7 for debt-related activity and Note 2 for hedging activity for the three and nine months ended September 30, 2021[220](index=220&type=chunk) [Item 4. Controls and Procedures](index=61&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of the company's disclosure controls and procedures, as well as the absence of any material changes in internal controls over financial reporting during the reporting period [Disclosure Controls and Procedures](index=61&type=section&id=Disclosure%20Controls%20and%20Procedures) The Chief Executive and Chief Financial Officers concluded that the company's disclosure controls and procedures were effective as of the end of the reporting period, ensuring timely collection, processing, and disclosure of required information - The Chief Executive and Chief Financial Officers concluded that the company's disclosure controls and procedures were effective as of September 30, 2021, to ensure timely collection, processing, and disclosure of required information[221](index=221&type=chunk) [Internal Controls over Financial Reporting](index=61&type=section&id=Internal%20Controls%20over%20Financial%20Reporting) This section reports that there have been no material changes in the company's internal controls over financial reporting during the period covered by the report - There have been no changes in the company's internal controls over financial reporting that have materially affected or are reasonably likely to materially affect them during the period covered by this report[222](index=222&type=chunk) [PART II OTHER INFORMATION](index=62&type=section&id=PART%20II%20OTHER%20INFORMATION) This section provides other required information, including legal proceedings, risk factors, equity sales, and exhibits [Item 1. Legal Proceedings](index=62&type=section&id=Item%201.%20Legal%20Proceedings) This section incorporates by reference information from Note 14 of the Consolidated Financial Statements regarding ongoing legal proceedings, primarily highway products litigation - Information regarding legal proceedings is incorporated by reference from Note 14 of the Consolidated Financial Statements[224](index=224&type=chunk) [Item 1A. Risk Factors](index=62&type=section&id=Item%201A.%20Risk%20Factors) This section states no material changes from the risk factors previously disclosed in the company's 2020 Annual Report on Form 10-K - There have been no material changes from the risk factors previously disclosed in Item 1A of the 2020 Annual Report on Form 10-K[225](index=225&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=62&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section summarizes common stock repurchase activities during Q3 2021 under previously authorized programs, including the completion of one and authorization of a new one Common Stock Repurchase Activity (Q3 2021) | Period | Number of Shares Purchased | Average Price Paid per Share | | :--------------------------------------- | :------------------------- | :--------------------------- | | July 1, 2021 through July 31, 2021 | 1,574,520 | $26.56 | | August 1, 2021 through August 31, 2021 | 1,242,686 | $28.36 | | September 1, 2021 through September 30, 2021 | 983 | $27.86 | | **Total** | **2,818,189** | | - The company completed its **$250.0 million** share repurchase program (authorized October 2020) in Q3 2021, repurchasing **2,815,307** shares at a cost of approximately **$77.1 million** during the quarter[226](index=226&type=chunk) - A new **$250.0 million** share repurchase program was authorized in September 2021, but no shares were repurchased under this new program during Q3 2021[226](index=226&type=chunk) [Item 3. Defaults Upon Senior Securities](index=62&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section states that there were no defaults upon senior securities during the reporting period - No defaults upon senior securities were reported[228](index=228&type=chunk) [Item 4. Mine Safety Disclosures](index=62&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that this item is not applicable to the company - Item 4, Mine Safety Disclosures, is not applicable to the company[228](index=228&type=chunk) [Item 5. Other Information](index=62&type=section&id=Item%205.%20Other%20Information) This section states that there is no other information to report under this item - No other information is reported under this item[228](index=228&type=chunk) [Item 6. Exhibits](index=63&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Form 10-Q, including subsidiary guarantors, certifications of officers, and Inline XBRL documents - Exhibits include subsidiary guarantors, Rule 13a-15(e) and 15d-15(e) Certifications of the Chief Executive Officer and Chief Financial Officer, Certification pursuant to 18 U.S.C. Section 1350, and various Inline XBRL documents[229](index=229&type=chunk) [SIGNATURES](index=64&type=section&id=SIGNATURES) This section contains the required signatures for the Form 10-Q, confirming its submission on behalf of Trinity Industries, Inc - The report was signed by Eric R. Marchetto, Executive Vice President and Chief Financial Officer, on October 26, 2021[231](index=231&type=chunk)