10-K

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 Identification No.)
14221 N. Dallas Parkway, Suite 1100
Dallas,	Texas	75254-2957
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (214) 631-4420

Securities Registered Pursuant to Section 12(b) of the Act

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	TRN	New York Stock Exchange

Securities registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes þ  No ¨

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ  No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes þ   No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer ¨ Non-accelerated filer ¨

Smaller reporting company ☐ Emerging growth company ¨        

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No þ

The aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the Registrant's most recently completed second fiscal quarter (June 30, 2021) was $2,272.9 million.

At February 10, 2022, the number of shares of common stock, $0.01 par value, outstanding was 83,342,128.

The information required by Part III of this report, to the extent not set forth herein, is incorporated by reference from the Registrant's definitive 2022 Proxy Statement.

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TRINITY INDUSTRIES, INC.

FORM 10-K

TABLE OF CONTENTS

Caption	Page
PART I
Item 1. Business	5
Item 1A. Risk Factors	12
Item 1B. Unresolved Staff Comments	24
Item 2. Properties	24
Item 3. Legal Proceedings	24
Item 4. Mine Safety Disclosures	24
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	25
Item 6. [Reserved]	26
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	54
Item 8. Financial Statements and Supplementary Data	55
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	106
Item 9A. Controls and Procedures	106
Item 9B. Other Information	108
PART III
Item 10. Directors, Executive Officers, and Corporate Governance	108
Item 11. Executive Compensation	108
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	109
Item 13. Certain Relationships and Related Transactions, and Director Independence	109
Item 14. Principal Accountant Fees and Services	109
PART IV
Item 15. Exhibits and Financial Statement Schedules	110
Item 16. Form 10-K Summary	114

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Forward-Looking Statements

This annual report on Form 10-K (or statements otherwise made by the Company or on the Company’s behalf from time to time in other reports, filings with the Securities and Exchange Commission (“SEC”), news releases, conferences, website postings or otherwise) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not historical facts are forward-looking statements and involve risks and uncertainties. These forward-looking statements include expectations, beliefs, plans, objectives, future financial performances, estimates, projections, goals, and forecasts. Trinity uses the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” and similar expressions to identify these forward-looking statements. Potential factors, which could cause our actual results of operations to differ materially from those in the forward-looking statements, include, among others:

•market conditions and customer demand for our business products and services;

•the cyclical nature of the industries in which we compete;

•variations in weather in areas where our products are sold, used, or installed;

•naturally-occurring events, pandemics, and/or disasters causing disruption to our manufacturing, product deliveries, and production capacity, thereby giving rise to an increase in expenses, loss of revenue, and property losses;

•the impact of the coronavirus pandemic (“COVID-19”) and the response thereto, on, among other things, demand for our products and services, our customers' ability to pay, disruptions to our supply chain, our liquidity and financial position, results of operations, stock price, payment of dividends, our ability to generate new railcar orders, our ability to originate and/or renew leases at favorable rates, our ability to convert backlog to revenue, and the operational status of our facilities;

•shortages of labor;

•impacts from asset impairments and related charges;

•the timing of introduction of new products;

•the timing and delivery of customer orders, lease portfolio sales, or a breach of customer contracts;

•the creditworthiness of customers and their access to capital;

•product price changes;

•changes in mix of products sold;

•the costs incurred to align manufacturing capacity with demand and the extent of its utilization;

•the operating leverage and efficiencies that can be achieved by our manufacturing businesses;

•availability and costs of steel, component parts, supplies, and other raw materials;

•competition and other competitive factors;

•changing technologies;

•material failure, interruption of service, compromised data security, phishing emails, or cybersecurity breaches in our information technology (or that of the third-party vendors who provide information technology or other services);

•surcharges and other fees added to fixed pricing agreements for steel, component parts, supplies, and other raw materials;

•interest rates and capital costs;

•counter-party risks for financial instruments;

•long-term funding of our operations;

•taxes;

•the stability of the governments and political and business conditions in certain foreign countries, particularly Mexico;

•changes in import and export quotas and regulations;

•business conditions in emerging economies;

•costs and results of litigation, including trial and appellate costs;

•changes in accounting standards or inaccurate estimates or assumptions in the application of accounting policies;

•changes in laws and regulations that may have an adverse effect on demand for our products and services, our results of operations, financial condition or cash flows;

•legal, regulatory, and environmental issues, including compliance of our products with mandated specifications, standards, or testing criteria and obligations to remove and replace our products following installation or to recall our products and install different products manufactured by us or our competitors;

•actions by U.S. and/or foreign governments (particularly Mexico and Canada) relative to federal government budgeting, taxation policies, government expenditures, borrowing/debt ceiling limits, tariffs, and trade policies;

•the use of social or digital media to disseminate false, misleading and/or unreliable or inaccurate information; and

•the inability to sufficiently protect our intellectual property rights.

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Any forward-looking statement speaks only as of the date on which such statement is made. Except as required by federal securities laws, Trinity undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made. For a discussion of risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see Item 1A, “Risk Factors” included elsewhere herein.

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PART I

Item 1. Business.

General

Trinity Industries, Inc. and its consolidated subsidiaries (“Trinity,” “Company,” “we,” “our,” or “us”) own businesses that are leading providers of railcar products and services in North America. Our businesses market their railcar products and services under the trade name TrinityRail®. The TrinityRail platform provides railcar leasing and management services, railcar manufacturing, and railcar maintenance and modification services.

Trinity was incorporated in 1933 and became a Delaware corporation in 1987. We are headquartered in Dallas, Texas, and our principal executive offices are located at 14221 N. Dallas Parkway, Suite 1100, Dallas, TX 75254-2957. Our telephone number is 214-631-4420, and our Internet website address is www.trin.net.

Unless otherwise stated, any reference to income statement items in this Annual Report on Form 10-K (the "Form 10-K") refers to results from continuing operations.

Sale of Highway Products Business

In the fourth quarter of 2021, the Company completed the sale of Trinity Highway Products, LLC (“THP”), a wholly-owned subsidiary of the Company, and certain direct and indirect subsidiaries of THP, to Rush Hour Intermediate II, LLC, an entity owned by an affiliated investment fund of Monomoy Capital Partners, for an aggregate purchase price of $375.0 million, subject to certain adjustments. THP is a leading manufacturer and global supplier of commercial highway products.

We concluded that the sale of THP represented a strategic shift that would have a major effect on the Company’s operations and financial results. Accordingly, we have presented the operating results and cash flows of THP as discontinued operations for all periods in this 2021 Annual Report on Form 10-K. Results of prior periods have been recast to reflect these changes and present results on a comparable basis. See Note 2 of the Consolidated Financial Statements for further information related to the sale of THP.

Reportable Segments

Following the sale of THP, we report our operating results in two reportable segments. All segment results set forth herein have been recast to present results on a comparable basis.

Reportable Segments
Railcar Leasing and Management Services Group	Rail Products Group

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Business Overview and Current Business Strategy

Our purpose is delivering goods for the good of all by being a leading provider of railcar products and services in North America. We strive to operate industry-leading railcar leasing, manufacturing, and services businesses by providing a single source for comprehensive rail transportation solutions and services in North America. Our objective is to deliver industry-leading leased railcar portfolio returns and outstanding customer experiences by providing high quality, innovative products, and by designing solutions that enhance and optimize our customers' logistics operations. As a railcar-focused company, we continuously grow and enhance our product and service offerings to optimize the ownership and use of railcars. Our rail platform offers a complete portfolio of railcar solutions to our customers as summarized below:

	Commercial End Markets & Commodities
	Agriculture	Construction & Metals	Consumer Products	Energy	Refined Products & Chemicals
Covered Hopper Cars	Grain Products, Dry Fertilizer, Flour, Starch	Cement, Construction Materials, Lumber		Industrial Sand	Plastics
Open Hopper & Gondola Cars		Scrap Metal, Aggregates, Finished Steel		Coal
Other Freight Cars	Food Products	Lumber, Steel and Metals, Cement	Autos, Paper, Intermodal		Other Chemicals
Non-Pressure Tank Cars	Food Products, Grain Products	Aggregates (Clay Slurry)		Crude Oil, Biofuels	Chemicals, Petroleum Products
Pressure Tank Cars	Fertilizer				Liquified Gases, Chemicals, Petroleum Products

Railcar Leasing and Management Services Group. Our Railcar Leasing and Management Services Group ("Leasing Group") is a leading provider in North America of comprehensive railcar industry services. Through wholly-owned subsidiaries, including Trinity Industries Leasing Company ("TILC"), and partially-owned subsidiaries, TRIP Rail Holdings LLC (“TRIP Holdings”) and RIV 2013 Rail Holdings LLC ("RIV 2013"), we primarily offer operating leases for freight and tank railcars. Trinity's Rail Products Group and TILC coordinate sales and marketing activities under the TrinityRail platform, thereby providing a single point of contact for railroads, shippers, and third-party leasing companies seeking rail equipment and services.

In addition, TILC originates and manages railcar leases for third-party investors and provides fleet maintenance and management services to industrial shippers. Our affiliations with third-party investor-owned funds, through strategic railcar alliances and the formation of railcar investment vehicles, combined with TILC's fleet maintenance and management services capabilities, complement our leasing business by generating stable fee income, strengthening customer relationships, and enhancing the view of TrinityRail as a leading provider of railcar products and services.

The railcars in our lease fleet are leased to industrial shippers and railroads. These companies operate in various markets including agriculture, construction and metals, consumer products, energy, and refined products and chemicals. Substantially all of the railcars in our lease fleet were manufactured by our Rail Products Group. The terms of our railcar leases generally provide for fixed monthly rentals that vary from one to ten years. We compete in the North American full-service leasing market primarily against four major railcar lessors, as well as numerous smaller lessors. We serve our customers predominantly through full-service leases and compete primarily on the basis of the quality and craftsmanship of our railcars, competitive pricing, and our ability to provide an outstanding customer experience.

As of December 31, 2021, the lease fleet of our subsidiaries included 106,970 railcars that were 95.7% utilized, of which 104,715 railcars were owned by TILC or its affiliates and 2,255 railcars were leased from others and are not reflected in the property, plant, and equipment amounts reported on our Consolidated Balance Sheet. Railcars under management, including those owned by third-party investors, totaled 136,100 railcars.

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Lease Fleet Diversification

The following charts provide additional information with respect to the number of railcars in the Company's lease fleet.

(1) Data presented in this chart reflects the number of railcars in our wholly-owned and partially-owned lease fleet, which totaled 106,970 railcars as of December 31, 2021.

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Rail Products Group. Through wholly-owned subsidiaries with facilities in the U.S. and Mexico, our Rail Products Group is a leading manufacturer of freight and tank railcars in North America used for transporting a wide variety of liquids, gases, and dry cargo.

We believe that our Rail Products Group's diversified manufacturing capabilities enable us to capitalize on changing industry trends and developing opportunities in various markets. Additionally, we offer a full range of maintenance services and flexible solutions, from field inspections and comprehensive compliance testing to standard repairs and maintenance, specialized cleaning, inspection, and testing at multiple facilities in the U.S. We also provide modification capabilities and assist in transitioning railcars to new industry standards. We believe that our investment in maintenance services extends and enhances our ability to serve our customers and our lease fleet.

Our customers include railroads, leasing companies, and industrial shippers of products in various markets, such as agriculture, construction and metals, consumer products, energy, and refined products and chemicals. We compete in the North American market primarily against four major railcar manufacturers and numerous maintenance services providers.

We hold patents of varying duration for use in our manufacture of railcars and components. We believe patents offer a marketing advantage in certain circumstances. No material revenues are received from the licensing of these patents.

Marketing. 

We sell or lease substantially all of our products and services through our own sales personnel operating from offices in multiple U.S. locations, as well as Canada and Mexico. We also use independent sales representatives on a limited basis.

Raw Materials and Suppliers.

Railcar Specialty Components and Steel. Products manufactured at our railcar manufacturing facilities require a significant supply of raw materials, such as steel, as well as numerous specialty components, such as brakes, wheels, heads, side frames, bolsters and bearings. The input costs for materials, including raw steel, specialty components, and other parts and coatings purchased from third parties represent, on average, more than 70% of the cost of most railcars. Although the number of alternative suppliers of specialty components has declined in recent years, at least two suppliers continue to produce most components.

The principal material used in railcar manufacturing is steel. During 2021, the supply of steel was sufficient to support our manufacturing requirements. Steel prices have increased significantly since 2020 and are major components of our cost of revenues. Steel and component prices may be volatile in the future as a result of market conditions, changes in tariffs or other governmental policies. We typically use contract-specific purchasing practices, existing supplier commitments, contractual price escalation provisions, and other arrangements with our customers to reduce the impact of plate and coil steel price volatility on our operating profit. However, higher steel prices could result in increases in the cost of certain railcar components and could also reduce demand for new railcars. We may from time to time experience shortages of materials used in the production of certain railcar types; however, in general, we believe there is enough capacity in the supply industry to meet current production levels, and the existing contracts and relationships that we have in place will meet our current production forecasts.

Human Capital.

The following table presents the approximate headcount breakdown of employees by reportable segment as of December 31, 2021:

Railcar Leasing and Management Services Group	120
Rail Products Group	5,285
Corporate and Enterprise Support	440
	5,845

As of December 31, 2021, approximately 2,000 employees were employed in the U.S. and 3,845 were employed in Mexico. Additional information on our human capital programs and initiatives is included in our Corporate Social Responsibility Report, which is available on our website. Information contained on our website is not included in, or incorporated by reference into, this Annual Report on Form 10-K.

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Safety. We are committed to providing a safe and healthy work environment for all employees. We seek to protect the well-being of our employees through comprehensive health and safety policies and procedures that include the identification and mitigation of health and safety risks, operations management, health and safety training, emergency preparedness, performance auditing, program certification, and improvement targets. Our Occupational Health and Safety system includes robust protocols and procedures that extend to employees and suppliers. Additionally, all of our rail operations are certified through the American Chemistry Council’s Responsible Care® Management System, which guides the continual improvement of our environmental, health, and safety practices and performance and applies to all our operations and employees, including contractors.

Workforce Talent and Diversity. We are committed to attracting and retaining highly skilled and diverse employees and are proud that our workforce is made up of talented people from a variety of backgrounds. This commitment to diversity as a driver of our long-term success is one that we strive to uphold throughout the Company, including through all stages of our human resources process, from recruitment and hiring to talent retention.

We encourage and support employee resource and networking groups, our diversity and inclusion committee, and other employee groups, which offer educational, professional development, and community service opportunities. We also provide focused training, mentoring, and employee development for specialized positions, such as plant managers, engineers, accountants, and more.

Through strategies such as our employee experience survey, our employee recognition program, and a comprehensive commitment to our core values, we are dedicated to building a healthy, engaging workplace where employees can thrive and do their best work. We pride ourselves on maintaining an active dialogue with our employees. In our facilities, for example, we benchmark overall employee engagement with an annual cross-organization survey targeting metrics such as safety, job satisfaction, and more.

Human Rights. We are committed to respecting human rights throughout all our operations, and seek to provide respect, dignity, and all basic needs to employees and contractors. We are committed to promoting human rights and strive to ensure that the products and services provided by the Company and our third-party business partners are ethically sourced and do not breach human rights laws in countries in which they originate.

Information about our Executive Officers.

The following table sets forth the names and ages of all of our executive officers, positions and offices presently held by them, and the year each person first became an officer. All officer terms expire in May 2022.

Name	Age	Office	Officer Since
E. Jean Savage	57	Chief Executive Officer and President	2020
Eric R. Marchetto	52	Executive Vice President and Chief Financial Officer	2001
Brian D. Madison	61	Executive Vice President, Services Operations	2016
Steven L. McDowell	60	Vice President and Chief Accounting Officer	2013
Gregory B. Mitchell	56	Executive Vice President and Chief Commercial Officer	2007
Kevin Poet	55	Executive Vice President, Production Operations and Support Services	2020
Sarah R. Teachout	49	Executive Vice President and Chief Legal Officer	2016

Ms. Savage has served as the Company’s Chief Executive Officer and President since 2020, and has served as a member of the Company’s Board of Directors since 2018. Prior to her employment with the Company, from 2002 to 2020, she served in a variety of positions with Caterpillar, Inc. (“Caterpillar”), a manufacturer of construction, industrial, and mining equipment. From 2017 until her retirement from Caterpillar in 2020, she served as Vice President of Caterpillar’s Surface Mining and Technology Division. From 2014 to 2017, she was Chief Technology Officer and Vice President of Caterpillar’s Innovation and Technology Development Division. 

Mr. Marchetto has served as Executive Vice President and Chief Financial Officer since 2020. He served as Senior Vice President and Group President of TrinityRail from 2019 until his appointment as Chief Financial Officer. He served as the Chief Commercial Officer for the Company’s rail businesses from 2018 to 2019. He served as Executive Vice President and Chief Administrative Officer for the Company’s rail businesses from 2016 to 2018, following service as Executive Vice President and Chief Financial Officer for the rail businesses from 2012 to 2016. He joined the Company in 1995.

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Mr. Madison has served as Executive Vice President, Services Operations since 2020. He joined the Company in 2016 as President of Trinity Industries Leasing Company. Prior to joining the Company, he served as Executive Vice President at Key Equipment Finance from 2010 to 2016, overseeing manufacturer and vendor alliances. Prior to his tenure at Key Equipment, he served as General Manager, Microsoft Financing for Microsoft Corp.

Mr. McDowell has served as Vice President and Chief Accounting Officer since 2018. He joined the Company in 2013 as Vice President and Chief Audit Executive and was named Vice President and Chief Compliance Officer in 2017. Prior to joining Trinity, he worked for Dean Foods from 2007 to 2013, where he held a variety of management positions and most recently served as Vice President, Internal Audit and Risk Management. Prior to his tenure at Dean Foods, he served as Vice President – Internal Audit at Centex Corporation.

Mr. Mitchell has served as Executive Vice President and Chief Commercial Officer since 2020, having served as Chief Commercial Officer of TrinityRail since 2019. He joined Trinity in 2007 as President of Trinity Logistics. He was named President of Highway Products in 2010. In 2018, he was named Chairman of Trinity Highway Products and Trinity Logistics. Prior to joining Trinity in 2007, he served as an executive or in senior leadership in supply chain for companies such as Glazers Corporation, Gap Inc., and Wal-Mart.

Mr. Poet has served as Executive Vice President, Production Operations and Support Services since 2021, having previously served as Executive Vice President, Support Services since 2020. He joined Trinity in 2020 from Siemens AG, where from 2016 to 2019 he served in a variety of operational roles, including most recently as Vice President of Operations for Siemens Energy, Inc. From 2006 to 2016, he served in several operational roles of increasing responsibility for Ford Motor Company.

Ms. Teachout has served as Executive Vice President and Chief Legal Officer since 2020, having served as Senior Vice President and Chief Legal Officer since 2018. She joined the Company in 2015 as Deputy General Counsel, and was elected Vice President and Deputy General Counsel in 2016. Prior to joining Trinity, Ms. Teachout was a partner at the law firm of Akin Gump Strauss Hauer & Feld LLP from 2012 to 2015. Before joining Akin Gump, Ms. Teachout had been a partner at the law firm of Haynes and Boone, LLP since 2007.

Commitment to Sustainability.

We recognize that further integrating the key principles of sustainability, including environmental stewardship, safety and quality assurance, corporate social responsibility, governance, and diversity and inclusion, are important to enhancing the Company’s long-term value. We strive to employ company resources in ways that make positive contributions to our stakeholders and the communities in which we operate. As we pursue improvements to our products and services, we keep in mind the environmental and societal impacts of our decisions and work to protect natural resources and the environment for the benefit of current and future generations. We continuously look for ways to improve our governance practices with the goal of promoting the long-term interests of stakeholders, strengthening accountability, and inspiring trust.

Environmental Stewardship. We take our commitment to reducing our own environmental impact seriously, as we recognize climate change is a challenge facing our business, industry, and communities today. We are committed to contributing to a more resource-efficient economy and embedding climate change mitigation into our business strategy to help confront challenges such as energy management, fuel economy and efficiency, and materials sourcing. We aim to operate our business in a manner that minimizes the impact on natural resources and the environment. We believe railcars are a more environmentally-friendly way to fuel the North American supply chain. U.S. freight railroads produce far fewer greenhouse gas emissions than certain other modes of commercial transportation, such as trucks. We strive to responsibly support customers' products at each stage of the product lifecycle, including recycling the railcar through scrap and salvage at the end of its useful life.

Social Responsibility. We actively engage stakeholders across our environmental, health and safety initiatives to continually improve processes and performance as we operate our businesses with a goal of zero injuries and incidents. Our goal is to add value to the communities in which we live and work, strengthening our relationships and leveraging our partnerships to amplify our impact. We strive to attract and retain a diverse and empowered workforce. Our priorities include fostering an inclusive and collaborative workplace, promoting opportunities for professional development, improving the well-being of our employees and other stakeholders, and contributing to the communities in which we operate.

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Governance. Our goal is to promote the long-term interests of stakeholders, strengthen accountability, and inspire trust. We have focused our governance practices to promote best-in-class leadership, diversity, independence and stockholder-aligned incentive practices at the most senior levels. Our Board of Directors includes an independent Chairman and diverse and independent Board members who help ensure that our business strategies and programs, including our compensation program, are aligned with stakeholder interests. Our Board of Directors and senior management teams are also committed to the Company’s continued respect for human rights throughout all our operations.

Green Financing Framework. As part of our sustainability efforts, TILC issued its Green Financing Framework in January 2021 supported by a second-party opinion from Sustainalytics, a Morningstar Company and a globally-recognized provider of environmental, social, and governance research, ratings, and data. The Green Financing Framework enhances the Company’s Sustainability strategy by contributing to a more resource-efficient economy through the financing of railcar assets that contribute to reducing the overall environmental footprint of the transportation industry.

In accordance with the International Capital Market Association's Green Bond Principles, 2018 and the Loan Syndications and Trading Association's Green Loan Principles, 2020, TILC will manage and report on eligible projects and assets to existing debt holders. The Green Financing Framework will enable Trinity’s leasing company to issue green financing instruments, including green non-recourse bonds and green loans, supported by green eligible railcar assets. Under the existing framework, TILC has issued over $4 billion of railcar-related debt that meets the criteria and qualifies for the Green Financing designation.

Governmental Regulation.

Railcar Industry. Our railcar and related manufacturing, maintenance services, and leasing businesses are regulated by multiple governmental regulatory agencies such as the U.S. Environmental Protection Agency ("USEPA"); Transport Canada ("TC"); the U.S. Department of Transportation ("USDOT") and the administrative agencies it oversees, including the Federal Railroad Administration ("FRA"), the Pipeline and Hazardous Materials Safety Administration ("PHMSA"), and the Research and Special Programs Administration; Mexico's Agencia Reguladora del Transporte Ferroviario; Mexico's Secretaria de Comunicaciones y Transportes; and industry authorities such as the Association of American Railroads ("AAR"). All such agencies and authorities promulgate rules, regulations, specifications or operating standards affecting railcar design, configuration, and mechanics; maintenance, and rail-related safety standards for railroad equipment, tracks, and operations, including the packaging and transportation of hazardous or toxic materials. We believe that our product designs and operations are in compliance with these specifications, standards, and regulations applicable to our business.

Occupational Safety and Health Administration and Similar Regulations. Our operations are subject to regulation of health and safety matters by the U.S. Occupational Safety and Health Administration ("OSHA") and the Secretaria del Trabajo y Prevision Social ("STPS") in Mexico. We believe that we employ appropriate precautions to protect our employees and others from workplace injuries and harmful exposure to materials handled and managed at our facilities. However, claims asserted against us for work-related illnesses or injury and the further adoption of occupational safety and health regulations in the U.S. or in foreign jurisdictions in which we operate could increase our operating costs. While we do not anticipate having to make material expenditures in order to remain in substantial compliance with health and safety laws and regulations, we are unable to predict the ultimate cost of compliance.

Environmental Matters. 

We are subject to comprehensive federal, state, local, and foreign environmental laws and regulations relating to the release or discharge of materials into the environment; the management, use, processing, handling, storage, transport, and disposal of hazardous and non-hazardous waste and materials; and other activities relating to the protection of human health, natural resources, and the environment.

Environmental operating permits are, or may be, required for our operations under these laws and regulations. These operating permits are subject to modification, renewal, and revocation. We regularly monitor and review our operations, procedures, and policies for compliance with our operating permits and related laws and regulations. We believe that our operations and facilities, whether owned, managed, or leased, are in substantial compliance with applicable environmental laws and regulations and that any non-compliance is not likely to have a material adverse effect on our operations or financial condition.

See Item 1A for further discussion of risk factors with regard to environmental, governmental, and other matters.

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Additional Information. 

Our Internet website address is www.trin.net. Information on the website is available free of charge. We make available on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments thereto, as soon as reasonably practicable after such material is filed with, or furnished to, the SEC. The contents of our website are not intended to be incorporated by reference into this report or in any other report or document we file and any reference to our website is intended to be an inactive textual reference only.

Item 1A. Risk Factors.

Our business is subject to a number of risks, which are discussed below. There are risks and uncertainties that could cause our actual results to be materially different from those mentioned in forward-looking statements that we make from time to time in filings with the SEC, news releases, reports, proxy statements, registration statements, and other written communications, as well as oral forward-looking statements made from time to time by representatives of our Company. All known material risks and uncertainties are described below. You should consider carefully these risks and uncertainties in addition to the other information contained in this report and our other filings with the SEC including our subsequent reports on Forms 10-Q and 8-K, and any amendments thereto before deciding to buy, sell, or hold our securities. If any of the following known risks or uncertainties actually occurs with material adverse effects on us, our business, financial condition, results of operations, and/or liquidity could be harmed. In that event, the market price for our various securities could decline and you may lose all or part of your investment.

The cautionary statements below discuss important factors that could cause our business, financial condition, operating results, and cash flows to be materially adversely affected. Readers are cautioned not to place undue reliance on the forward-looking statements contained herein. Except as required by federal securities laws, we undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

Strategic, Business, and Operational Risks

The industries in which our customers operate are cyclical in nature, which can expose our business to unpredictable demand and volatility.

Our business is subject to the demands of our customers and the broader economy, and we have particular exposure to the cyclicality of energy products, agriculture products, and consumer products. Additionally, periodic downturns in economic conditions typically have a significant adverse effect on cyclical industries due to decreased demand for new and replacement products. Decreased demand could result in lower sales volumes, lower prices, and/or a decline in or loss of profits.

While the business cycles of the various end markets we serve may not typically coincide, an economic downturn could affect disparate cycles simultaneously. The railcar industry has previously experienced sharp cyclical downturns and at such times operated with a minimal backlog. The impacts of such an economic downturn may magnify the adverse effect on our business.

12

The COVID-19 pandemic has had and continues to have a material adverse effect on our results of operations and could have a material adverse effect on our ability to operate, financial condition, liquidity, access to capital, payment of dividends, and capital investments.

The World Health Organization has declared the COVID-19 outbreak a pandemic, and the virus continues to spread in areas where we operate and sell our products and services. The COVID-19 pandemic has had, and similar issues in the future could have, a material adverse effect on our results of operations. The prolonged negative economic impact of the COVID-19 pandemic and the related governmental response could have a material adverse effect on our ability to operate, results of operations, financial condition, liquidity, access to capital, payment of dividends, and capital investments. Several public health organizations have recommended certain measures to slow and limit the transmission of the virus, including quarantines, travel restrictions, and social distancing. Such preventive measures, or others we may voluntarily put in place, may have a material adverse effect on our business for an indefinite period of time, such as the potential shut down of certain facilities, potential border closures, restrictions on shipping, and other potential impacts. Additionally, illness or exposure to the virus may lead to decreased employee availability. Our suppliers and customers have also faced these and other challenges, which have disrupted and could continue to disrupt our supply chain. These challenges could also result in decreased demand, or our customers' inability to pay, for our products and services. The COVID-19 pandemic has also resulted in periodic shortages of certain personal protective equipment ("PPE"), which may reoccur if the COVID-19 pandemic has a prolonged negative impact on the supply chain for PPE. An inability to procure PPE for operations may have a material adverse effect on our business, including potential shut down of certain facilities or operations. The COVID-19 pandemic may also materially affect our future access to our sources of liquidity, particularly our cash flows from operations, financial condition, capitalization, access to capital, and capital investments. Although these disruptions may continue to occur, the long-term economic impact and near-term financial impacts of the COVID-19 pandemic, including but not limited to, possible additional impairment, restructuring, and other charges, cannot be reliably quantified or estimated at this time due to the uncertainty of future developments. The extent to which the COVID-19 pandemic affects our results will also depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and actions taken to contain the outbreak or treat its impact, among others.

Shortages of skilled labor and/or qualified employees have adversely impacted and could continue to impact our operations.

We depend on skilled labor in the manufacture, maintenance, and repair of railcar products and on other qualified employees in all aspects of our business. Some of our facilities are located in areas where demand for skilled laborers exceeds supply. We have experienced shortages of qualified employees and/or skilled labor and increased turnover at certain facilities, resulting in increased labor costs from temporary workers and operating inefficiencies. Shortages of, or the inability to attract, train, integrate and retain, some types of skilled laborers, such as welders, restrict our ability to maintain or increase production rates and could increase our labor costs. An overall labor shortage, lack of skilled labor, increased turnover, or higher labor costs could adversely impact our operations and profitability.

13

Risks related to our operations outside of the U.S., particularly Mexico, could decrease our profitability. 

Our operations outside of the U.S. are subject to the risks associated with cross-border business transactions and activities. Political, legal, trade, economic change or instability, criminal activities or social unrest could limit or curtail our respective foreign business activities and operations, including the ability to hire and retain employees. We have not, to date, been materially affected by any of these risks, but we cannot predict the likelihood of future effects from such risks or any resulting adverse impact on our business, results of operations or financial condition. Many items manufactured by us in Mexico are sold in the U.S., and the transportation and import of such products may be disrupted. The countries in which we operate, including Canada and Mexico, have regulatory authorities that regulate products sold or used in those countries. If we fail to comply with the applicable regulations within the foreign countries where we operate, we may be unable to market and sell our products in those countries. In addition, with respect to operations in foreign countries, unexpected changes in laws, rules, and regulatory requirements; tariffs and other trade barriers, including regulatory initiatives for buying goods produced in America; more stringent or restrictive laws, rules, and regulations relating to labor or the environment; adverse tax consequences; price exchange controls; and restrictions or regulations affecting cross-border rail and vehicular traffic could limit operations affecting production throughput and making the manufacture and distribution of our products less timely or more difficult. Furthermore, any material change in the quotas, regulations, or duties on imports imposed by the U.S. government and agencies, or on exports by the government of Mexico or its agencies, could affect our ability to export products that we manufacture in Mexico. Because we have operations outside the U.S., we could be adversely affected by final judgments of non-compliance with the U.S. Foreign Corrupt Practices Act or import/export rules and regulations and similar anti-corruption, anti-bribery, or import/export laws of other countries.

We operate in highly competitive industries. We may not be able to sustain our market leadership positions, which may impact our financial results.

We face aggressive competition in all geographic markets and each industry sector in which we operate. In addition to price, we face competition in respect to product performance and technological innovation, quality, reliability of delivery, customer service, and other factors. The effects of this competition, which is often intense, could reduce our revenues and operating profits, limit our ability to grow, increase pricing pressure on our products, and otherwise affect our financial results.

We may be unable to maintain railcar assets on lease at satisfactory lease rates.

The profitability of our railcar leasing business depends on our ability to lease railcars at satisfactory lease rates, to re-lease railcars at satisfactory lease rates upon the expiration and non-renewal of existing leases, and to sell railcars in the secondary market as part of our ordinary course of business. Our ability to accomplish these objectives is dependent upon several factors, including, among others:

•the cost of and demand for leases or ownership of newer or specific-use railcar types;

•the general availability in the market of competing used or new railcars;

•the degree of obsolescence of leased or unleased railcars, including railcars subject to regulatory obsolescence;

•the prevailing market and economic conditions, including the availability of credit, interest rates, and inflation rates;

•the market demand or governmental mandate for refurbishment; and

•the volume and nature of railcar traffic and loadings.

A downturn in the industries in which our lessees operate and decreased demand for railcars could also increase our exposure to re-marketing risk because lessees may demand shorter lease terms or newer railcars, requiring us to re-market leased railcars more frequently. Furthermore, the resale market for previously leased railcars has a limited number of potential buyers. Our inability to re-lease or sell leased or unleased railcars on favorable terms could result in lower lease rates, lower lease utilization percentages, and reduced revenues and operating profit.

14

The limited number of customers for certain of our products, the variable purchase patterns of our customers, and the timing of completion, delivery, and customer acceptance of orders may cause our revenues and income from operations to vary substantially each quarter, potentially resulting in significant fluctuations in our quarterly results.

Some of the markets we serve have a limited number of customers. The volumes purchased by customers vary from year to year, and not all customers make purchases every year. As a result, the order levels for our products have varied significantly from quarterly period to quarterly period in the past and may continue to vary significantly in the future. Therefore, our results of operations in any particular quarterly period may also vary. As a result of these quarterly fluctuations, we believe that comparisons of our sales and operating results between quarterly periods may not be meaningful and should not be relied upon as indicators of future performance.

Fluctuations in the price and supply of materials used in the production of our products could have a material adverse effect on our ability to cost-effectively manufacture and sell our products. In some instances, we rely on a limited number of suppliers for certain materials needed in our production.

A significant portion of our business depends on the adequate supply of numerous specialty and other parts and components at competitive prices such as brakes, wheels, side frames, bolsters, and bearings for the railcar business. Our manufacturing operations partially depend on our ability to obtain timely deliveries of materials in acceptable quantities and quality from our suppliers. Certain materials for our products are currently available from a limited number of suppliers and, as a result, we may have limited control over pricing, availability, and delivery schedules. The inability to purchase a sufficient quantity of materials on a timely basis could create disruptions in our production and result in delays while we attempt to engage alternative suppliers. Worsening economic or commercial conditions could reduce the number of available suppliers, potentially increasing our rejections for poor quality and requiring us to source unknown and distant supply alternatives. Any such disruption or conditions could harm our business and adversely impact our results of operations.

Changes in the price and demand for steel could lower our margins and profitability. 

The principal material used in our manufacturing segment is steel. Market steel prices exhibit periods of volatility. Steel prices may experience further volatility as a result of scrap surcharges assessed by steel mills and other market factors. We often use contract-specific purchasing practices, supplier commitments, contractual price escalation provisions, and other arrangements with our customers to mitigate the effect of this volatility on our operating profits for the year. To the extent that we do not have such arrangements in place, an adverse change in steel prices lowers our profitability in the Rail Products Group. In addition, meeting production demands is dependent on our ability to obtain a sufficient amount of steel. An unanticipated interruption in our supply chain could have an adverse impact on both our margins and production schedules.

Reductions in the availability of energy supplies or an increase in energy costs may increase our operating costs. 

We use various gases, including natural gas, at our manufacturing facilities. An outbreak or escalation of hostilities between the U.S. and any foreign power and, in particular, prolonged conflicts could result in a real or perceived shortage of petroleum and/or natural gas, which could result in an increase in the cost of natural gas or energy in general. Extreme weather conditions and natural occurrences such as hurricanes, tornadoes, and floods, or a pandemic, could result in varying states of disaster and a real or perceived shortage of petroleum and/or natural gas, including rationing thereof, potentially resulting in an increase in natural gas prices or general energy costs. Speculative trading in energy futures in the world markets could also result in an increase in natural gas and general energy cost. Future limitations on the availability (including limitations imposed by increased regulation or restrictions on rail, road, and pipeline transportation of energy supplies) or consumption of petroleum products and/or an increase in energy costs, particularly natural gas for plant operations and diesel fuel for vehicles and plant equipment, could have an adverse effect upon our ability to conduct our business cost effectively.

15

Our inability to produce and disseminate relevant and/or reliable data and information pertaining to our business in an efficient, cost-effective, secure, and well-controlled fashion may have significant negative impacts on confidentiality requirements and obligations and trade secret or other proprietary needs and expectations and, therefore, our future operations, profitability, and competitive position.

We rely on information technology infrastructure and architecture, including hardware, network, software, people, and processes to provide useful and confidential information to conduct our business. This includes correspondence and commercial data and information interchange with customers, suppliers, legal counsel, governmental agencies, and consultants, and to support assessments and conclusions about future plans and initiatives pertaining to market demands, operating performance, and competitive positioning. Any material failure or interruption of service could adversely affect our relations with suppliers and customers, place us in violation of confidentiality and data protection laws, rules, and regulations, and result in negative impacts to our market share, operations, profitability, and reputation.

We face risks related to cybersecurity attacks and other breaches of our systems and information technology.

We rely on the proper functioning and availability of our information technology systems, some of which are dependent on services provided by third parties, in operating our business. It is important that the data processed by these systems remains confidential, as it often includes sensitive information relating to our business, customers, employees, and vendors. At times, certain of our vendors have suffered cybersecurity attacks. Although these incidents have not had a material adverse impact on our operations, failure to prevent or mitigate data loss or system intrusions from cybersecurity attacks or other security breaches could expose us, our vendors, or our customers to a risk of loss or misuse of such information, adversely affect our operating and financial results, restrict or prevent operations or financial reporting, result in litigation or potential liability and otherwise harm our business. Likewise, data privacy breaches from our systems could expose personally identifiable information of our employees or contractors, sensitive customer data, or vendor data to unauthorized persons, adversely impacting our customer service, employee relationships, and our reputation. Information technology security threats to network and data security are increasing in frequency and sophistication, and cyberattacks pose a risk to the security of our information technology systems, including those of third-party service providers with whom we have contracted, as well as the confidentiality, integrity and availability of the data stored on those systems. We maintain an information security program, which consists of safeguards, procedures and controls to mitigate such risks. Our information systems are protected through physical and software safeguards as well as backup systems considered appropriate by management. However, there can be no guarantee that we, or third-party service providers with whom we have contracted, will be able to prevent or mitigate all such data breaches or cyberattacks. While we have significant security processes and initiatives in place, we may be unable to fully detect, mitigate or protect against a material breach or disruption in the future. In addition, regulatory authorities have increased their focus on how companies collect, process, use, store, share and transmit personal data. Data we collect, store and process is subject to a variety of U.S. and international laws and regulations. Any breach in our information technology security systems which results in the disclosure or misuse of sensitive or confidential information or any failure to comply with data privacy laws and regulations could result in significant penalties, fines, legal liability and reputational harm. Further, we may incur large expenditures to investigate or remediate, to recover data, to repair or replace networks or information systems, or to protect against similar future events.

16

Increasing insurance claims and expenses could lower profitability and increase business risk. 

We are subject to potential liability for claims alleging property damage and personal and bodily injury or death arising from the use of or exposure to our products, especially in connection with products we historically manufactured that our customers installed along U.S. highways or that our customers use to transport hazardous, flammable, toxic, or explosive materials. As insurance policies expire, premiums for renewed or new coverage may increase and/or require that we increase our self-insured retention or deductibles. The Company maintains primary coverage and excess coverage policies. If the number of claims or the dollar amounts of any such claims rise in any policy year, we could suffer additional costs associated with accessing our excess coverage policies. Also, an increase in the loss amounts attributable to such claims could expose us to uninsured damages if we were unable or elected not to insure against certain claims because of high premiums or other reasons. While our liability insurance coverage is at or above typical levels for our industries, an unusually large liability claim or a string of claims coupled with an unusually large damage award could exceed our available insurance coverage. In addition, the availability of, and our ability to collect on, insurance coverage is often subject to factors beyond our control, including positions on policy coverage taken by insurers. If any of our third-party insurers fail, cancel, or refuse coverage, or otherwise are unable to provide us with adequate insurance coverage, then our risk exposure and our operational expenses may increase and the management of our business operations would be disrupted. Moreover, any accident or incident involving our industries in general or us or our products specifically, even if we are fully insured, contractually indemnified, or not held to be liable, could negatively affect our reputation among customers and the public, thereby making it more difficult for us to compete effectively, and could significantly affect the cost and availability of insurance in the future.

We have indebtedness, which could have negative consequences on our business or results of operations.

We have indebtedness both at the parent level and at the subsidiary level. Our level of indebtedness could have a material adverse effect on our business and make it more difficult for us to satisfy our obligations under our outstanding indebtedness and notes. As a result of our debt and debt service obligations, we face increased risks regarding, among other things, the following: (i) borrowing additional amounts or refinancing existing indebtedness may be limited or more costly; (ii) our available cash flow after satisfying our debt obligations due to a portion of our cash flow being needed to pay principal and interest on our debt; (iii) being at a competitive disadvantage relative to our competitors that have greater financial resources or more flexible capital structures than us; (iv) our exposure to increased interest rates for our borrowings that are at variable interest rates; (v) restrictive covenants under our indebtedness restricting our financial and operating flexibility; and (iv) although the parent entity has not secured any debt with its assets, our subsidiaries that have issued debt have pledged their specific assets to secure such indebtedness, and such assets could be foreclosed upon in connection with an event of default.

Litigated disputes and other claims could increase our costs and weaken our financial condition. 

We are currently, and may from time to time be involved in various claims or legal proceedings arising out of our operations. Adverse judgments and outcomes in some or all of these matters could result in significant losses and costs that could weaken our financial condition. Although we maintain reserves for our reasonably estimable liability, our reserves may be inadequate to cover our portion of claims or final judgments after taking into consideration rights in indemnity and recourse to third parties. As a result, there could be a material adverse effect on our business, operations, or financial condition. See Note 15 of the Consolidated Financial Statements for more detailed information on any material pending legal proceedings other than ordinary routine litigation incidental to our business, including the current status of the highway products litigation for which the Company retained certain obligations following the sale of the highway products business.

While state and federal procedural rules exist to curtail the filing of claims against the Company in jurisdictions unrelated to the underlying claims, courts sometime may not enforce these rules, exposing us to a greater likelihood of unfavorable results and increased litigation costs. Whenever our products were sold to or are ultimately owned and/or operated by governments or their authorized agencies, we may be unable to seek redress or recourse to at-fault parties. When litigation arising from the installation, maintenance, replacement, or use of our products is filed against the Company, recourse to such governments or authorized agencies may be subject to sovereign immunity or related defenses thereby exposing the Company to risk of liability and increased costs irrespective of fault.

17

Many of our products are or were sold to leasing companies, contractors, distributors, and installers who may misuse, abuse, improperly install or improperly or inadequately maintain or repair such products thereby potentially exposing the Company to claims that could increase our costs and weaken our financial condition.

The products we manufacture are designed to work optimally when properly assembled, operated, installed, repaired, and maintained. When this does not occur, the Company may be subjected to claims or litigation associated with personal or bodily injuries or death and property damage. Although the Company has completed the sale of its highway products business, it has retained responsibility for certain existing litigation and claims and for certain potential future claims related to the ET-Plus® System, a highway guardrail end-terminal system. See Note 15 of the Consolidated Financial Statements for more detailed information on these retained obligations.

Our manufacturer's warranties expose us to product replacement and repair claims. 

Depending on the product, we warrant our workmanship and certain materials (including surface coatings, primers, sealants, and interior linings), parts, and components pursuant to express limited contractual warranties. We may be subject to significant warranty claims in the future such as multiple claims based on one defect repeated throughout our production process or claims for which the cost of repairing or replacing the defective part, component or material is highly disproportionate to the original price. These types of warranty claims could result in significant costs associated with product recalls or product repair or replacement, and damage to our reputation.

Equipment failures, a pandemic, or extensive damage to our facilities, including as might occur as a result of natural disasters, could lead to production, delivery, or service curtailments or shutdowns, loss of revenue or higher expenses.

We operate a substantial amount of equipment at our production facilities, several of which are situated in tornado and hurricane zones in the U.S. and Mexico. An interruption in production capabilities or maintenance and repair capabilities at our facilities, as a result of equipment failures, a pandemic, or acts of nature, could reduce or prevent our production, delivery, service, or repair of our products and increase our costs and expenses. A halt of production at any of our manufacturing facilities could severely affect delivery times to our customers. While we maintain emergency response and business recovery plans that are intended to allow us to recover from natural disasters that could disrupt our business, we cannot provide assurances that our plans would fully protect us from the effects of all such disasters. In addition, insurance may not adequately compensate us for any losses incurred as a result of natural or other disasters, which may adversely affect our financial condition. Any significant delay in deliveries not otherwise contractually mitigated by favorable force majeure provisions could result in cancellation of all or a portion of our orders, cause us to lose future sales, and negatively affect our reputation and our results of operations.

Climate change and business, regulatory, and legal developments regarding climate change may affect the demand for our products or the ability of our critical suppliers to meet our needs. 

We have followed developments related to climate change in general, and the related science, policy discussion, and prospective legislation. Scientific studies have suggested that emissions of certain gases, commonly referred to as greenhouse gases (“GHGs”), which include carbon dioxide and methane, are contributing to warming of the Earth’s atmosphere and other climate changes. Additionally, we periodically review the potential challenges and opportunities for the Company that climate change policy and legislation may pose. However, any such challenges or opportunities are heavily dependent on the nature and degree of climate change legislation and the extent to which it applies to our industries.

In response to an emerging scientific and political consensus, legislation and new rules to regulate emission of GHGs have been introduced in numerous state legislatures, the U.S. Congress, and by the USEPA. Some of these proposals would require industries to meet stringent new standards that may require substantial reductions in carbon emissions. While Trinity cannot assess the direct impact of these or other potential regulations, it does recognize that new climate change protocols could affect demand for its products and/or affect the price of materials, input factors, and manufactured components. Potential opportunities could include greater demand for certain types of railcars, while potential challenges could include decreased demand for certain types of railcars or other products and higher energy costs. Other adverse consequences of climate change could include increased frequency, intensity, and duration of severe weather events and rising sea levels that could affect operations at our manufacturing facilities, the price of insuring company assets, or other unforeseen disruptions of the Company’s operations, systems, property, or equipment. There may be other unforeseen impacts of climate change that could have a material adverse effect on our business, operations, and results. Ultimately, when or if these impacts may occur cannot be assessed until scientific analysis and legislative policy are more developed and specific legislative proposals begin to take shape.

18

Repercussions from terrorist activities or armed conflict could harm our business. 

Terrorist activities, anti-terrorist efforts, and other armed conflict involving the U.S. or its interests abroad may adversely affect the U.S. and global economies, potentially preventing us from meeting our financial and other obligations. In particular, the negative impacts of these events may affect the industries in which we operate. This could result in delays in or cancellations of the purchase of our products or shortages in raw materials, parts or components. Any of these occurrences could have a material adverse impact on our operating results, revenues, and costs.

We may be required to reduce the value of our long-lived assets and/or goodwill, which would weaken our financial results. 

We periodically evaluate for potential impairment the carrying values of our long-lived assets to be held and used. The carrying value of a long-lived asset to be held and used is considered impaired when the carrying value is not recoverable through undiscounted future cash flows and the fair value of the asset is less than the carrying value. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risks involved or market quotes as available. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced commensurate with the estimated cost to dispose of the assets. In addition, goodwill is required to be tested for impairment annually or on an interim basis whenever events or circumstances change indicating that the carrying amount of the goodwill might be impaired. Impairment losses related to reductions in the value of our long-lived assets or our goodwill could weaken our financial condition and results of operations. See Note 11 of the Consolidated Financial Statements for further information regarding impairment charges recorded during the year ended December 31, 2020.

Railcars as a significant mode of transporting freight could decline, experience a shift in types of modal transportation, and/or certain railcar types could become obsolete.

As the freight transportation markets we serve continue to evolve, the use of railcars may decline in favor of other more economic transportation modalities or the number of railcars needed to transport current or an increasing volume of goods may decline. Features and functionality specific to certain railcar types could result in those railcars becoming obsolete as customer requirements for freight delivery change or as regulatory mandates are promulgated that affect railcar design, configuration, and manufacture.

Because we do not have employment contracts with our key management employees, we may not be able to retain their services in the future. 

Our success depends on the continued services of our key management employees, none of whom currently have an employment agreement with us. The loss of the services of one or more key members of our management team could result in increased costs associated with attracting and retaining a replacement and could disrupt our operations and result in a loss of revenues.

Some of our employees belong to labor unions, and strikes or work stoppages could adversely affect our operations.

We are a party to collective bargaining agreements with various labor unions at our operations in Mexico. Disputes with regard to the terms of these agreements or our potential inability to negotiate acceptable contracts with these unions in the future could result in, among other things, strikes, work stoppages or other slowdowns by the affected workers. We cannot be assured that our relations with our workforce will remain positive or that union organizers will not be successful in future attempts to organize at some of our facilities. If our workers were to engage in a strike, work stoppage or other slowdown, or other employees were to become unionized, or the terms and conditions in future labor agreements were renegotiated, we could experience a significant disruption of our operations and higher ongoing labor costs. In addition, we could face higher labor costs in the future as a result of severance or other charges associated with lay-offs, shutdowns, or reductions in the size and scope of our operations or difficulties of restarting our operations that have been temporarily shuttered.

19

We may be unable to effectively implement organizational redesigns, cost reductions, or restructuring efforts and our business might be adversely affected.

From time to time we engage in organizational redesigns, cost reductions, and/or similar restructuring plans, which may include organizational changes, workforce reductions, facility consolidations or closures, and other cost reduction initiatives. These types of activities are complex and can require a significant amount of management and other employees’ time and focus, which may divert attention from operating and growing our business. If we do not effectively manage and implement these activities, or any future similar activities, expected efficiencies and benefits might be delayed or not realized, and our operations and business could be disrupted. Risks associated with these actions include potential adverse effects on employee morale, loss of accumulated knowledge and/or inefficiency, unfavorable political responses to such actions, unforeseen delays in implementation, unexpected costs, and the failure to meet operational targets, any of which may impair our ability to achieve anticipated benefits, harm our business, or have a material adverse effect on our competitive position, results of operations, cash flows or financial condition.

The Company could potentially fail to successfully integrate new businesses or products into its current business.

The Company routinely engages in the search for growth opportunities, including assessment of merger and acquisition prospects in new markets and/or products. Any merger or acquisition into which the Company enters is subject to integration into the Company's businesses and culture. If such integration is unsuccessful to any material degree, such lack of success could result in unexpected claims or otherwise have a material adverse effect on our business, operations, or financial condition.

Our inability to sufficiently protect our intellectual property rights could adversely affect our business.

Our patents, copyrights, trademarks, service marks, trade secrets, proprietary processes, and other intellectual property are important to our success. We rely on patent, copyright and trademark law, trade secret protection, and confidentiality and/or license agreements with others to protect our intellectual property rights. Our trademarks, service marks, copyrights, patents, and trade secrets may be exposed to market confusion, commercial abuse, infringement, or misappropriation and possibly challenged, invalidated, circumvented, narrowed, or declared unenforceable by countries where our products and services are made available, but where the laws may not protect our intellectual property rights as fully as in the U.S. Such instances could negatively impact our competitive position and adversely affect our business. Additionally, we could be required to incur significant expenses to protect our intellectual property rights.

Risks Related to Market and Economic Factors

Volatility in the global markets or in industries that our products serve may adversely affect our business and operating results.

Instability in the global economy, negative conditions in the global credit markets, volatility in the industries that our products serve, fluctuations in commodity prices that our customers produce and transport, changes in legislative or trade policy, adverse changes in the availability of raw materials and supplies, or adverse changes in the financial condition of our customers could lead to customers' requests for deferred deliveries of our backlog orders. Additionally, such events could result in our customers' attempts to unilaterally cancel or terminate firm contracts or orders in whole or in part, resulting in contract or purchase order breaches and increased commercial litigation costs. Such occurrences could adversely affect our cash flows and results of operations.

If volatile conditions in the global credit markets prevent our customers' access to credit, product order volumes may decrease or customers may default on payments owed to us. Likewise, if our suppliers face challenges obtaining credit, selling their products to customers that require purchasing credit, or otherwise operating their businesses, the supply of materials we purchase from them to manufacture our products may be interrupted. Any of these conditions or events could result in reductions in our revenues, increased price competition, or increased operating costs, which could adversely affect our business, results of operations, and financial condition.

20

Our access to capital may be limited or unavailable due to deterioration of conditions in the global capital markets, weakening of macroeconomic conditions, and negative changes in our credit ratings.

In general, the Company, and more specifically its leasing subsidiaries' operations, relies in large part upon banks and capital markets to fund its operations and contractual commitments and refinance existing debt. These markets can experience high levels of volatility and access to capital can be constrained for extended periods of time. In addition to conditions in the capital markets, a number of other factors could cause the Company to incur increased borrowing costs and have greater difficulty accessing public and private markets for both secured and unsecured debt. These factors include the Company's financial performance and its credit ratings and rating outlook as determined primarily by rating agencies such as Standard & Poor's Financial Services LLC, Moody's Investors Service, Inc., and Fitch Ratings, Inc. If the Company is unable to secure financing on acceptable terms, the Company's other sources of funds, including available cash, bank facilities, and cash flow from operations may not be adequate to fund its operations and contractual commitments and refinance existing debt.

We may incur increased costs due to fluctuations in interest rates and foreign currency exchange rates. 

We are exposed to risks associated with fluctuations in interest rates and changes in foreign currency exchange rates. Under varying circumstances, we may seek to minimize these risks through the use of interest rate hedges and similar financial instruments and other activities, although these measures, if and when implemented, may not be effective. Any material and untimely changes in interest rates or exchange rates could result in significant losses to us.

The phaseout of the London Interbank Offered Rate (LIBOR) and the replacement of LIBOR with a different reference rate may have an adverse effect on our business.

The United Kingdom’s Financial Conduct Authority (the authority that regulates LIBOR) has announced that it would phase out the most popular LIBOR indices by the end of June 2023. In the U.S., the Alternative Reference Rates Committee has identified the Secured Overnight Financing Rate ("SOFR") as its preferred alternative to LIBOR. Certain of our and our subsidiaries’ indebtedness utilize LIBOR or an alternative benchmark reference rate for calculating the applicable interest rate. After LIBOR is phased out, the interest rates for these obligations might be subject to change. The replacement of LIBOR with SOFR or an alternative benchmark reference rate may adversely affect interest rates and result in higher borrowing costs under these agreements and any future agreements. This could materially and adversely affect our results of operations, cash flows, ability to acquire debt financing, and liquidity. We cannot predict the effect of the elimination of LIBOR or the establishment and use of SOFR or alternative benchmark reference rates and the corresponding effects on our cost of capital.

Risks Related to Laws and Regulations

Violations of or changes in the regulatory requirements applicable to the industries in which we operate may increase our operating costs, reduce the demand for our products and services, or negatively affect our ability to implement our strategic and operational plans. 

Our leasing and railcar manufacturing businesses are regulated by multiple governmental regulatory agencies such as the USEPA; TC; the USDOT and the administrative agencies it oversees, including the FRA, the PHMSA, and the Research and Special Programs Administration; Mexico's Agencia Reguladora del Transporte Ferroviario; Mexico's Secretaria de Comunicaciones y Transportes; and industry authorities such as the AAR. All such agencies and authorities promulgate rules, regulations, specifications, or operating standards affecting railcar design, configuration, and mechanics; maintenance; and rail-related safety standards for railroad equipment, tracks, and operations, including the packaging and transportation of hazardous, flammable, explosive, and toxic materials.

Our operations are also subject to regulation of health and safety matters by the U.S. OSHA and Mexico's STPS. We believe we employ appropriate precautions to protect our employees and others from workplace injuries and harmful exposure to materials handled and managed at our facilities.

Future regulatory changes or the determination that our products or processes are not in compliance with applicable requirements, rules, regulations, specifications, standards, or product testing criteria might result in additional operating expenses, administrative fines or penalties, product recalls or loss of business that could have a material adverse effect on our financial condition and operations.

21

U.S. government actions relative to the federal budget, taxation policies, government expenditures, U.S. borrowing/debt ceiling limits, and trade policies could adversely affect our business and operating results.

Periods of impasse, deadlock, and last minute accords may continue to permeate many aspects of U.S. governance, including federal government budgeting and spending, taxation, U.S. deficit spending and debt ceiling adjustments, and international commerce. Such periods could negatively impact U.S. domestic and global financial markets thereby reducing customer demand for our products and services and potentially result in reductions in our revenues, increased price competition, or increased operating costs, any of which could adversely affect our business, results of operations, and financial condition. We produce many of our products at our manufacturing facilities in Mexico. Our business benefits from free trade agreements such as the U.S.-Mexico-Canada Agreement. Any changes in trade or tax policies by the U.S. or foreign governments in jurisdictions in which we do business, as well as any embargoes, quotas or tariffs imposed on our products and services, could adversely and significantly affect our financial condition and results of operations.

We have potential exposure to environmental liabilities that may increase costs and lower profitability. 

We are subject to comprehensive federal, state, local, and foreign environmental laws and regulations relating to: (i) the release or discharge of materials into the environment at our facilities or with respect to our products while in operation; (ii) the management, use, processing, handling, storage, transport, and disposal of hazardous and non-hazardous waste, substances, and materials; and (iii) other activities relating to the protection of human health and the environment. Such laws and regulations expose us to liability for our own acts and in certain instances potentially expose us to liability for the acts of others. These laws and regulations also may impose liability on us currently under circumstances where at the time of the action taken, our acts or those of others complied with then-applicable laws and regulations. In addition, such laws may require significant expenditures to achieve compliance, and are frequently modified or revised to impose new obligations. Civil and criminal fines and penalties may be imposed for non-compliance with these environmental laws and regulations. Our operations involving hazardous materials also raise potential risks of liability under common law.

Environmental operating permits are, or may be, required for our operations under these laws and regulations. These operating permits are subject to modification, renewal, and revocation. Although we regularly monitor and review our operations, procedures, and policies for compliance with our operating permits and related laws and regulations, the risk of environmental liability is inherent in the operation of our businesses, as it is with other companies operating under environmental permits.

However, future events, such as changes in, or modified interpretations of, existing environmental laws and regulations or enforcement policies, or further investigation or evaluation of the potential health hazards associated with the manufacture of our products and related business activities and properties, may give rise to additional compliance and other costs that could have a material adverse effect on our financial condition and operations.

In addition to environmental laws, the transportation of commodities by railcar raises potential risks in the event of an accident that results in the release of an environmentally sensitive substance. Generally, liability under existing laws for a derailment or other accident depends upon causation analysis and the acts, errors, or omissions, if any, of a party involved in the transportation activity, including, but not limited to, the railroad, the shipper, the buyer and seller of the substances being transported, or the manufacturer of the railcar, or its components. Additionally, the severity of injury or property damage arising from an incident may influence the causation responsibility analysis, exposing the Company to potentially greater liability. Under certain circumstances, strict liability concepts may apply and if we are found liable in any such incident, it could have a material adverse effect on our financial condition, business, and operations.

Some of our customers place orders for our products in reliance on their ability to utilize tax benefits, which could be discontinued or allowed to expire without extension thereby reducing demand for certain of our products.

There is no assurance that the U.S. government will reauthorize, modify, or otherwise not allow the expiration of tax benefits, such as accelerated depreciation. In instances where such benefits are allowed to expire or are otherwise modified or discontinued, the demand for our products could decrease, thereby creating the potential for a material adverse effect on our financial condition or results of operations.

22

Changes in accounting standards or inaccurate estimates or assumptions in the application of accounting policies could adversely affect our financial results.

Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. Some of these policies require the use of estimates and assumptions that may affect the reported value of our assets or liabilities and financial results and are critical because they require management to make difficult, subjective, and complex judgments about matters that are inherently uncertain. Accounting standard setters and those who interpret the accounting standards (such as the Financial Accounting Standards Board, the SEC, the Public Company Accounting Oversight Board, and our independent registered public accounting firm) may amend or even reverse their previous interpretations or positions on how these standards should be applied. These changes can be difficult to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, resulting in the restatement of prior period financial statements. For a further discussion of some of our critical accounting policies and standards and recent accounting changes, see Critical Accounting Policies and Estimates in Management's Discussion and Analysis of Financial Condition and Results of Operations and Note 1 of the Consolidated Financial Statements.

Risks Related to our Common Stock

The price for our common stock is subject to volatility, which may result in losses to our stockholders.

Stock price volatility affects the price at which our common stock can be sold and could subject our stockholders to losses. The trading price of our common stock could fluctuate widely in response to, among other things, the risk factors described in this report and other factors including:

•actual or anticipated variations in quarterly and annual results of operations;

•changes in recommendations by securities analysts;

•changes in composition and perception of the investors who own our stock and other securities;

•changes in ratings from national rating agencies on publicly or privately owned debt securities;

•operating and stock price performance of other companies that investors deem comparable to us;

•news reports relating to trends, concerns and other issues in the industries in which we operate;

•actual or expected economic conditions that are perceived to affect our Company;

•perceptions in the marketplace regarding us and/or our competitors;

•fluctuations in prices of commodities that our customers produce and transport;

•significant acquisitions or business combinations, strategic partnerships, joint ventures, or capital commitments by or involving us or our competitors;

•changes in government regulations and policies and interpretations of those regulations and policies;

•stockholder activism; and

•dissemination of false or misleading statements through the use of social and other media to discredit our Company, disparage our products, or to harm our reputation.

Additionally, in the past, following periods of volatility in the market price of a public company’s securities, securities class action litigation has often been initiated. Any such litigation could result in substantial costs and a diversion of management’s attention and resources. We cannot predict the outcome of any such litigation. The initiation of any such litigation or an unfavorable result could have a material adverse effect on our financial condition and results of operations. See Note 15 of the Consolidated Financial Statements for more detailed information on any material pending legal proceedings other than ordinary routine litigation incidental to our business, including the current status of the Company's Highway Products litigation.

There can be no assurance that we will continue to pay dividends or repurchase shares of our common stock at current levels.

Although we have paid regular cash dividends for many years and conduct periodic share repurchase programs, the timing, amount and payment of future dividends to stockholders and repurchases of our common stock fall within the discretion of our Board of Directors (the "Board"). The Board’s decisions regarding the payment of dividends and repurchase of shares depend on many factors such as our financial condition, earnings, capital requirements, debt service obligations, legal requirements, regulatory constraints, and other factors that our Board may deem relevant. We cannot guarantee that we will continue to pay dividends, the amount of any such dividends, or that we will continue to repurchase shares in the future. Any payment of dividends or repurchases of shares could vary from historical practices and our stated expectations.

23

A small number of stockholders could significantly influence our business.

A small number of stockholders collectively control more than 20% of our outstanding common stock. Accordingly, a small number of stockholders could affect matters that require stockholder approval, such as the election of directors and the approval of significant business transactions.

General Risk Factors

The use of social and other digital media (including websites, blogs and newsletters) to disseminate false, misleading and/or unreliable or inaccurate data and information about our Company could create unwarranted volatility in our stock price and losses to our stockholders and could adversely affect our reputation, products, business, and operating results.

A substantial number of people are relying on social and other digital media to receive news, data, and information. Social and other digital media can be used by anyone to publish data and information without regard for factual accuracy. The use of social and other digital media to publish inaccurate, offensive, and disparaging data and information coupled with the frequent use of strong language and hostile expression, may influence the public’s inability to distinguish between what is true and what is false and could obstruct an effective and timely response to correct inaccuracies or falsifications. Such use of social and other digital media could result in unexpected and unsubstantiated claims concerning the Company in general or our products, our leadership or our reputation among customers and the public at large, thereby making it more difficult for us to compete effectively, and potentially having a material adverse effect on our business, operations, or financial condition.

From time to time we may take tax positions that the Internal Revenue Service or other taxing jurisdictions may contest.

We have in the past and may in the future take tax positions that the Internal Revenue Service (“IRS”) or other taxing jurisdictions may challenge. We are required to disclose to the IRS as part of our tax returns particular tax positions in which we have a reasonable basis for the position but not a "more likely than not" chance of prevailing. If the IRS successfully contests a tax position that we take, we may be required to pay additional taxes or fines which may not have been previously accrued that may adversely affect our results of operations and financial position.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

We principally operate in various locations throughout the U.S. and in Mexico. Our facilities are considered to be in good condition, well maintained, and adequate for our purposes. The table below excludes non-operating facilities and facilities classified as held for sale.

	Approximate Square Feet		Approximate Square Feet Located In
	Owned	Leased	U.S.	Mexico
Rail Products Group (1)	5,236,200	142,600	2,975,000	2,403,800
Corporate Offices	—	178,200	170,600	7,600
	5,236,200	320,800	3,145,600	2,411,400

(1) Estimated weighted average production capacity utilization was approximately 65% for the year ended December 31, 2021. We believe that additional production capacity can be achieved at our existing facilities by adding personnel, adding shifts, or optimizing or outsourcing certain processes.

Item 3. Legal Proceedings.

See Note 15 of the Consolidated Financial Statements.

Item 4. Mine Safety Disclosures.

Not applicable.

24

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

Our common stock is traded on the New York Stock Exchange under the ticker symbol “TRN”. Our transfer agent and registrar as of December 31, 2021 was American Stock Transfer & Trust Company.

Holders

At January 31, 2022, we had 1,180 record holders of common stock. The par value of the common stock is $0.01 per share.

Stock Performance Graph

The following Performance Graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that the Company specifically incorporates it by reference into such filing.

The following graph compares our cumulative total stockholder return (assuming reinvestment of dividends) during the five-year period ended December 31, 2021 with an overall stock market index (New York Stock Exchange Composite Index) and our peer group index (Dow Jones US Commercial Vehicles & Trucks Index). The S&P MidCap 400 is included as we believe it is a meaningful data point as the Company's common stock is included in this index. Additionally, the S&P MidCap 400 is used in measuring the Company's relative total stockholder return for purposes of determining the performance of certain stock awards granted beginning in 2018. The data in the graph assumes $100 was invested on December 31, 2016. For the purpose of this graph, historical stock prices of Trinity prior to the spin-off of Arcosa, Inc. have been adjusted to reflect the impact of the spin.

	2016	2017	2018	2019	2020	2021
Trinity Industries, Inc.	100	137	103	115	142	168
Dow Jones US Commercial Vehicles & Trucks Index	100	147	123	156	200	236
New York Stock Exchange Composite Index	100	119	108	136	146	176
S&P MidCap 400	100	116	103	130	148	185

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Issuer Purchases of Equity Securities

This table provides information with respect to purchases by the Company of shares of its common stock during the quarter ended December 31, 2021:

Period	Number of Shares Purchased (1)	Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2) (in millions)
October 1, 2021 through October 31, 2021	2,514	$	28.68	—	$	250.0
November 1, 2021 through November 30, 2021	1,094,381	$	28.41	1,094,330	$	218.9
December 1, 2021 through December 31, 2021	12,837,828	$	28.88	4,061,161	$	98.1
Total	13,934,723			5,155,491

(1) These columns include the following transactions during the three months ended December 31, 2021: (i) the surrender to the Company of 4,079 shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees, (ii) the purchase of 145 shares of common stock by the Trustee for assets held in a non-qualified employee profit-sharing plan trust, (iii) the purchase of 5,155,491 shares of common stock on the open market as part of our share repurchase program, of which 3,311,258 shares of common stock were purchased as part of our accelerated share repurchase agreement (the "ASR") as further described below, and (iv) the purchase of 8,775,008 shares of common stock in a privately negotiated transaction with ValueAct.

(2) In September 2021, our Board of Directors authorized a new share repurchase program effective September 9, 2021 through December 31, 2022. The new share repurchase program authorizes the Company to repurchase up to $250.0 million of its common stock. In December 2021, we entered into an ASR to repurchase $125.0 million of our common stock. Approximately 3,311,258 shares repurchased as part of the ASR were delivered to us in January 2022, representing approximately 80% of the total notional value of the ASR. The final number of shares to be repurchased will be based on Trinity's volume-weighted average stock price, less a discount, during the term of the ASR, which is expected to be completed during the third quarter of 2022. The Company repurchased 5,155,491 shares under the share repurchase program during the three months ended December 31, 2021, at a cost of approximately $151.9 million. As of December 31, 2021, the Company had a remaining authorization to repurchase up to $98.1 million of its common stock under the share repurchase program. Approximately $73.1 million of the share repurchase program will remain after the completion of the ASR. Shares repurchased as part of the ASR on December 31, 2021, totaling $100.0 million, were delivered to the Company in January 2022 in accordance with normal settlement practices. The approximate dollar value of shares that were eligible to be repurchased under our share repurchase program is shown as of the end of such month or quarter.

Item 6. [Reserved]

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide management's perspective on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. Our MD&A should be read in conjunction with our Consolidated Financial Statements and related Notes in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.

This MD&A includes financial measures compiled in accordance with generally accepted accounting principles ("GAAP") and certain non-GAAP measures. Please refer to the Non-GAAP Financial Measures section herein for information on the non-GAAP measures included in the MD&A, reconciliations to the most directly comparable GAAP financial measure, and the reasons why management believes each measure is useful to management and investors.

Matters Affecting Comparability

During the fourth quarter of 2020, we began presenting sales from our lease fleet in the Railcar Leasing and Management Services Group (the "Leasing Group") on a net basis regardless of the age of railcar that is sold. Historically, in accordance with ASC 606, Revenue from contracts with customers, we presented sales of railcars from the lease fleet on a gross basis in Revenues – Leasing and Cost of revenues – Leasing in our Consolidated Statements of Operations if the railcars had been owned for one year or less at the time of sale. Sales of railcars from the lease fleet owned for more than one year had historically been presented as a net gain or loss from the disposal of a long-term asset. We now report all sales of railcars from the lease fleet as a net gain or loss from the disposal of a long-term asset in accordance with ASC 610-20, Gains and losses from the derecognition of non-financial assets. These sales are presented in the Lease portfolio sales line in our Consolidated Statements of Operations; however, because this change in presentation was effected on a prospective basis beginning in the fourth quarter of 2020, lease portfolio sales for the years ended December 31, 2020 and 2019 only include sales of railcars from the lease fleet owned for more than one year. There were no lease portfolio sales during the fourth quarter of 2020. We have concluded that this presentation is appropriate given the significant change in the strategic focus of the Company. The presentation change had no effect on the Company’s operating profit, net income, earnings per share, or Consolidated Balance Sheet.

Company Overview

Trinity Industries, Inc. and its consolidated subsidiaries own businesses that are leading providers of railcar products and services in North America. Our businesses market their railcar products and services under the trade name TrinityRail®. The TrinityRail platform provides railcar leasing and management services, railcar manufacturing, and railcar maintenance and modification services.

In the fourth quarter of 2021, the Company completed the sale of Trinity Highway Products, LLC (“THP”), a wholly-owned subsidiary of the Company, and certain direct and indirect subsidiaries of THP, to Rush Hour Intermediate II, LLC ("Rush Hour"), an entity owned by an affiliated investment fund of Monomoy Capital Partners, for an aggregate purchase price of $375.0 million, subject to certain adjustments. THP is a leading manufacturer and global supplier of commercial highway products.

We concluded that the sale of THP represented a strategic shift that would have a major effect on the Company’s operations and financial results. Accordingly, we have presented the operating results and cash flows of THP as discontinued operations for all periods in this 2021 Annual Report on Form 10-K. Results of prior periods have been recast to reflect these changes and present results on a comparable basis. In connection with the sale of THP, we agreed to indemnify Rush Hour for certain liabilities related to the ET-Plus® System, a highway guardrail end-terminal system (the “ET Plus”). Consequently, results from discontinued operations include certain legal expenses that were directly attributable to the highway products business, which were previously reported in continuing operations. Similar expenses incurred in the future related to these retained obligations will likewise be reported in discontinued operations. See Note 2 of the Consolidated Financial Statements for further information related to the sale of THP and Note 15 for information regarding the retained liabilities.

Following the sale of THP, we report our operating results in two reportable segments: (1) the Railcar Leasing and Management Services Group, which owns and operates a fleet of railcars and provides third-party fleet leasing, management, and administrative services; and (2) the Rail Products Group, which manufactures and sells railcars and related parts and components, and provides railcar maintenance and modification services. Additionally, we have combined the results of the prior Corporate and All Other groupings into a single Corporate and other grouping. The remaining activity previously reported in All Other primarily includes legal, environmental, and maintenance costs associated with non-operating facilities. Results of prior periods have been recast to reflect these changes and present results on a comparable basis.

27

Executive Summary

Recent Market Developments

COVID-19

The COVID-19 pandemic significantly impacted global and North American economic conditions. The social and economic effects of the pandemic have been widespread and are ongoing. We continue to monitor the operational and financial impacts of the pandemic and other economic factors. Although we have not experienced significant interruptions to our daily operations or a material impact to our operating costs, the economic pressures created by the pandemic have negatively impacted our results of operations for the year ended December 31, 2021. While we are beginning to see signs of economic recovery, we are monitoring the evolving impacts of COVID-19 variants on the economy and our workforce, including reduced employee availability, and expect that our results of operations may remain under pressure in the near term.

Please refer to the "Forward-Looking Statements" section above and Part I, Item 1A “Risk Factors” of this Annual Report on Form 10-K for additional information regarding the potential impacts of COVID-19 on our business.

Other Cyclical Trends Impacting Our Business

The industries in which our customers operate are cyclical in nature. Weaknesses in certain sectors of the North American and global economy may make it more difficult to sell or lease certain types of railcars. Additionally, changes in commodity prices, including fluctuations in the crude oil market, or changes in demand for certain commodities, could impact customer demand for various types of railcars. Further, disruptions in the global supply chain have impacted demand for, and the costs of, certain of our products and services. We continuously assess demand for our products and services and take steps to rationalize and diversify our leased railcar portfolio and align our operating capacity appropriately. We diligently evaluate the creditworthiness of our customers and monitor performance of relevant market sectors; however, weaknesses in any of these market sectors could affect the financial viability of our underlying Leasing Group customers, which could continue to negatively impact our recurring leasing revenues and operating profits.

Although railcar loading volumes, levels of railcars in storage, and orders for new railcar equipment have improved, the recovery of railcar lease rates and utilization is ongoing. We continue to believe that our rail platform is designed to respond to cyclical changes in demand and perform throughout the railcar cycle.

Steel prices and labor costs have increased significantly since the fourth quarter of 2020 and are major components of our cost of revenues. We typically use contract-specific purchasing practices, existing supplier commitments, contractual price escalation provisions, and other arrangements with our customers to reduce the impact of plate and coil steel price volatility on our operating profit. However, higher steel prices have resulted in increases in the cost of certain railcar components and could reduce demand for new railcars. Additionally, although we remain committed to attracting and retaining a highly skilled and diverse workforce, labor shortages, high turnover, and increases in labor costs have negatively impacted our operations. We continue to monitor the impact of potential margin and operating profit headwinds resulting from these factors.

As a result of disruptions in the global supply chain, we have recently experienced temporary shortages of materials used to manufacture or repair certain railcar types, which has impacted our ability to timely deliver these railcars to our customers. While we believe these shortages are short-term in nature, we will continue to monitor the situation and take appropriate steps to mitigate the impact on our production schedules and delivery timelines.

Due to their transactional nature, lease portfolio sales are the primary driver of fluctuations in results in the Leasing Group.

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Financial and Operational Highlights

•Our revenues for the year ended December 31, 2021 were $1,516.0 million, representing a decrease of 13.4%, compared to the year ended December 31, 2020. Our operating profit for the year ended December 31, 2021 was $256.8 million, compared to operating loss for the year ended December 31, 2020 of $154.6 million, which includes impairment charges of $396.4 million primarily associated with our small cube covered hopper railcars.

•As we continue to optimize our business and execute toward our rail-focused strategy, in December 2021, we completed the sale of THP for an aggregate purchase price of $375.0 million, subject to certain adjustments, resulting in a gain of $131.4 million, net of income taxes. The proceeds were used primarily to return capital to stockholders.

•In August 2021, the Company and Wafra, Inc. announced a new railcar investment vehicle program between Trinity and certain funds managed by Wafra, Inc. ("Wafra Funds"). The joint venture created as part of this program, known as Signal Rail Holdings LLC ("Signal Rail"), is owned 90% by Wafra Funds and 10% by TILC. We completed the initial railcar portfolio sale to Signal Rail in the third quarter of 2021. See Note 5 of the Consolidated Financial Statements for more information.

•The total value of the railcar backlog at December 31, 2021 was $1.5 billion, compared to $1.0 billion at December 31, 2020. The Rail Products Group received orders for 13,870 railcars and delivered 8,875 railcars in 2021, in comparison to orders for 5,980 railcars and deliveries of 11,530 railcars in 2020.

•The Leasing Group's lease fleet of 106,970 company-owned railcars was 95.7% utilized as of December 31, 2021, compared to a lease fleet utilization of 94.5% on 107,045 company-owned railcars as of December 31, 2020. Our company-owned lease fleet includes wholly-owned railcars, partially-owned railcars, and railcars under leased-in arrangements.

•For the year ended December 31, 2021, we made a net investment in our lease fleet of approximately $92.9 million, which primarily includes new railcar additions and railcar modifications, net of deferred profit, and secondary market purchases; and is net of proceeds from lease portfolio sales.

•For the year ended December 31, 2021, we returned $895.1 million of capital to stockholders through share repurchases of $806.6 million and dividends of $88.5 million.

•For the year ended December 31, 2021, our return on equity ("ROE") and Pre-Tax ROE were 2.4% and 3.4%(1), respectively, in comparison to (11.4)% and 1.9%(1), respectively, for the year ended December 31, 2020.

•For the year ended December 31, 2021, we generated operating cash flows from continuing operations and Total Free Cash Flow After Investments and Dividends ("Free Cash Flow") of $615.6 million and $538.9 million(1), respectively, in comparison to $622.0 million and $89.4 million(1), respectively, for the year ended December 31, 2020.

(1) Non-GAAP financial measure. See the Non-GAAP Financial Measures section within this Form 10-K for a reconciliation to the most directly comparable GAAP measure and why management believes this measure is useful to management and investors.

See "Consolidated Results of Operations" and "Segment Discussion" below for additional information regarding our operating results for the years ended December 31, 2021 and 2020.

29

Long-Term Enterprise Key Performance Indicators

Our key performance indicators for long-term performance are operating and Free Cash Flow* growth, Pre-Tax ROE*, dividend growth, and book value per share growth. We believe when evaluated over time, these indicators collectively drive long-term sustainable value creation and measure the effectiveness of our value proposition for stockholders.

* Non-GAAP financial measure. See the Non-GAAP Financial Measures section within this Form 10-K for a reconciliation to the most directly comparable GAAP measure and why management believes this measure is useful to management and investors.

(1) Dividend yield is calculated as annual dividends paid per share divided by the closing stock price on the last trading day of each respective year.

(2) Book value per share is calculated as total stockholders' equity attributable to Trinity Industries, Inc., divided by the number of shares outstanding.

(3) Stockholder returns include shares repurchased and dividends paid to common stockholders and is presented in millions.

30

Capital Structure Updates

TILC warehouse facility – In March 2021, the TILC warehouse facility was extended through March 15, 2024, and the total facility commitment was increased from $750 million to $1.0 billion.

Repurchase Agreements with ValueAct – On April 29, 2021, we entered into a stock repurchase agreement with ValueAct Capital Master Fund, L.P. (“ValueAct”), the Company's then-largest shareholder and a related party, to repurchase 8.1 million shares of our common stock for $27.47 per share, for an aggregate purchase price of $222.5 million, in a privately negotiated transaction. The price per share represents a discount of 3.5% from the closing price for a share of common stock on the New York Stock Exchange on April 29, 2021.

On December 31, 2021, using a portion of the proceeds from the sale of THP, we entered into an additional stock repurchase agreement with ValueAct to repurchase 8.8 million shares of our common stock for $28.49 per share, for an aggregate purchase price of $250.0 million, in a privately negotiated transaction. The price per share represents a discount of 3.5% from the closing price for a share of common stock on the New York Stock Exchange on December 30, 2021.

Triumph Rail – In June 2021, Triumph Rail LLC ("Triumph Rail"), formerly known as TRIP Master Funding LLC, an indirect, wholly-owned subsidiary of TRIP Rail Holdings LLC ("TRIP Holdings"), issued $560.4 million of its Series 2021-2 Green Secured Railcar Equipment Notes. These notes bear interest at an all-in interest rate of 2.20% and have a stated final maturity date of 2051. Net proceeds received from the issuance of these notes, as well as proceeds from the sale of railcars and related operating leases to TRIP Railcar Co. LLC described below, were used to redeem Triumph Rail's existing Secured Railcar Equipment Notes, of which $869.1 million was outstanding at the redemption date. The all-in rate for these notes was 5.16% per annum.

TRIP Railcar Co. Term Loan – In June 2021, TRIP Railcar Co. LLC ("TRIP Railcar Co."), a direct wholly-owned subsidiary of TRIP Holdings, drew down $329.6 million under a term loan agreement ("TRIP Railcar Co. term loan"). The TRIP Railcar Co. term loan bears interest at LIBOR plus 1.85% and has a stated maturity date of June 2025. Net proceeds received from the transaction were used to purchase railcars and related operating leases from Triumph Rail.

TRP-2021 – In June 2021, TRP 2021 LLC ("TRP-2021"), formerly known as Trinity Rail Leasing 2012 LLC, an indirect, wholly-owned subsidiary of RIV 2013 Rail Holdings LLC, issued $355.0 million of its Series 2021-1 Green Secured Railcar Equipment Notes. These notes bear interest at an all-in interest rate of 2.13% and have a stated final maturity date of 2051. Net proceeds received from these notes were used to redeem TRP-2021's existing Secured Railcar Equipment Notes, of which $348.0 million was outstanding at the redemption date. The all-in rate for these notes was 3.59% per annum.

TRL-2021 – In June 2021, Trinity Rail Leasing 2021 LLC, a Delaware limited liability company ("TRL-2021") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $325.0 million of its Series 2021-1 Green Secured Railcar Equipment Notes. These notes bear interest at an all-in interest rate of 2.31% and have a final maturity date of 2051. Net proceeds received from the transaction were used to repay borrowings under TILC's secured warehouse credit facility and for general corporate purposes.

New Share Repurchase Program – In September 2021, our Board of Directors authorized a new share repurchase program effective September 9, 2021 through December 31, 2022. The new share repurchase program authorizes the Company to repurchase up to $250.0 million of its common stock. In December 2021, using a portion of the proceeds from the sale of THP, we entered into an ASR to repurchase $125.0 million of our common stock. Approximately 3.3 million shares repurchased as part of the ASR on December 31, 2021 were delivered to the Company in January 2022 in accordance with normal settlement practices, representing approximately 80% of the total notional value of the ASR. The ASR is expected to be completed during the third quarter of 2022, at which time any remaining shares will be delivered to the Company.

See "Liquidity and Capital Resources" below for further information regarding these activities.

Litigation Updates

See Note 15 of the Consolidated Financial Statements for an update on the status of certain litigation retained in connection with the sale of THP.

31

Consolidated Results of Operations

The following table summarizes our consolidated results of continuing operations for the years ended December 31, 2021, 2020, and 2019:

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Revenues	$	1,516.0	$	1,749.7	$	2,752.4
Cost of revenues	1,161.5		1,327.4		2,178.4
Selling, engineering, and administrative expenses	179.6		189.6		217.0
Gains on dispositions of property	78.2		20.0		54.4
Impairment of long-lived assets	—		396.4		—
Restructuring activities, net	(3.7)		10.9		14.6
Total operating profit (loss)	256.8		(154.6)		396.8
Interest expense, net	191.4		211.0		214.5
Loss on extinguishment of debt	11.7		5.0		—
Pension plan settlement	(0.6)		151.5		—
Other, net	(0.9)		2.5		1.1
Income (loss) from continuing operations before income taxes	55.2		(524.6)		181.2
Provision (benefit) for income taxes	15.9		(274.1)		58.8
Income (loss) from continuing operations	$	39.3	$	(250.5)	$	122.4

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Revenues

The tables below present revenues by segment for the years ended December 31, 2021, 2020, and 2019:

	Year Ended December 31, 2021
	Revenues						Percent
	External		Intersegment		Total		Change
	(in millions)
Railcar Leasing and Management Services Group	$	734.6	$	0.7	$	735.3	(8.4)	%
Rail Products Group	781.4		483.4		1,264.8		(21.4)	%
Segment Totals	1,516.0		484.1		2,000.1		(17.1)	%
Eliminations – Lease Subsidiary	—		(478.5)		(478.5)
Eliminations – Other	—		(5.6)		(5.6)
Consolidated Total	$	1,516.0	$	—	$	1,516.0	(13.4)	%
	Year Ended December 31, 2020
	Revenues
	External		Intersegment		Total
	(in millions)
Railcar Leasing and Management Services Group	$	801.5	$	0.8	$	802.3	(28.2)	%
Rail Products Group	948.2		661.3		1,609.5		(45.9)	%
Segment Totals	1,749.7		662.1		2,411.8		(41.1)	%
Eliminations – Lease Subsidiary	—		(652.9)		(652.9)
Eliminations – Other	—		(9.2)		(9.2)
Consolidated Total	$	1,749.7	$	—	$	1,749.7	(36.4)	%
	Year Ended December 31, 2019
	Revenues
	External		Intersegment		Total
	(in millions)
Railcar Leasing and Management Services Group	$	1,116.3	$	0.9	$	1,117.2
Rail Products Group	1,635.3		1,339.5		2,974.8
Segment Totals	2,751.6		1,340.4		4,092.0
Corporate and other	0.8		0.4		1.2
Eliminations – Lease Subsidiary	—		(1,331.1)		(1,331.1)
Eliminations – Other	—		(9.7)		(9.7)
Consolidated Total	$	2,752.4	$	—	$	2,752.4

33

Operating Costs

Operating costs are comprised of cost of revenues; selling, engineering, and administrative costs; gains or losses on property disposals; impairment of long-lived assets; and restructuring activities. Operating costs by segment for the years ended December 31, 2021, 2020, and 2019 were as follows:

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Railcar Leasing and Management Services Group	$	384.4	$	448.6	$	710.6
Rail Products Group	1,260.1		1,573.2		2,697.2
Segment Totals	1,644.5		2,021.8		3,407.8
Corporate and other	84.1		99.7		108.9
Impairment of long-lived assets	—		396.4		—
Restructuring activities, net	(3.7)		10.9		14.6
Eliminations – Lease Subsidiary	(461.3)		(617.7)		(1,166.4)
Eliminations – Other	(4.4)		(6.8)		(9.3)
Consolidated Total	$	1,259.2	$	1,904.3	$	2,355.6

Operating Profit (Loss)

Operating profit (loss) by segment for the years ended December 31, 2021, 2020, and 2019 was as follows:

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Railcar Leasing and Management Services Group	$	350.9	$	353.7	$	406.6
Rail Products Group	4.7		36.3		277.6
Segment Totals	355.6		390.0		684.2
Corporate and other	(84.1)		(99.7)		(107.7)
Impairment of long-lived assets	—		(396.4)		—
Restructuring activities, net	3.7		(10.9)		(14.6)
Eliminations – Lease Subsidiary	(17.2)		(35.2)		(164.7)
Eliminations – Other	(1.2)		(2.4)		(0.4)
Consolidated Total	$	256.8	$	(154.6)	$	396.8

Discussion of Consolidated Results

Revenues – Our revenues for the year ended December 31, 2021 were $1,516.0 million, representing a decrease of $233.7 million, or 13.4%, over the prior year, primarily related to lower deliveries in the Rail Products Group and the change in the presentation of sales of railcars from the lease fleet. See Matters Affecting Comparability above and Note 1 of the Consolidated Financial Statements for further information regarding the change in presentation.

Our revenues for the year ended December 31, 2020 were $1,749.7 million, representing a decrease of $1,002.7 million, or 36.4%, when compared to the year ended December 31, 2019, primarily related to lower deliveries in the Rail Products Group and fewer railcars sold from our lease fleet.

Cost of revenues – Our cost of revenues for the year ended December 31, 2021 were $1,161.5 million, representing a decrease of $165.9 million, or 12.5%, over the prior year, primarily due to lower deliveries in the Rail Products Group and the change in the presentation of sales of railcars from the lease fleet.

Our cost of revenues for the year ended December 31, 2020 were $1,327.4 million, representing a decrease of $851.0 million, or 39.1%, when compared to the year ended December 31, 2019, primarily due to lower deliveries in the Rail Products Group and a lower volume of railcars sales in the Leasing Group.

Selling, engineering, and administrative expenses – Selling, engineering, and administrative expenses decreased by 5.3% for the year ended December 31, 2021, when compared to the prior year, primarily due to consulting costs incurred in the prior year period associated with aligning our operating structure to support our rail-focused strategy, partially offset by higher employee-related costs, including increased incentive-based compensation, and higher litigation-related expenses.

34

Selling, engineering, and administrative expenses decreased by 12.6% for the year ended December 31, 2020, when compared to the year ended December 31, 2019, primarily due to lower employee-related costs, including headcount reductions and adjustments to incentive-based compensation, and lower litigation-related expenses.

Gains on dispositions of property – Gains on dispositions of property increased by $58.2 million for the year ended December 31, 2021, when compared to the prior year period primarily due to higher lease portfolio sales activity and gains associated with the disposition of non-operating facilities. Additionally, during the year ended December 31, 2021, we recorded a $7.8 million gain related to insurance recoveries in excess of net book value received for assets damaged by a tornado at the Company’s rail maintenance facility in Cartersville, Georgia in the first quarter of 2021. See Note 15 of the Consolidated Financial Statements for more information.

Gains on dispositions of property decreased by $34.4 million for the year ended December 31, 2020, when compared to the year ended December 31, 2019, primarily due to lower lease portfolio sales activity.

Impairment of long-lived assets – Impairment of long-lived assets for the year ended December 31, 2020 was $396.4 million, primarily related to our small cube covered hopper railcars, the planned divestiture of certain non-strategic maintenance facilities, and investments in certain emerging technologies. See Note 11 of the Consolidated Financial Statements for more information. We had no impairment of long-lived assets during the years ended December 31, 2021 and December 31, 2019.

Restructuring activities, net – Our restructuring activities for the year ended December 31, 2021 resulted in a net gain of $3.7 million, primarily as a result of the disposition of our prior corporate headquarters facility and certain non-operating facilities, partially offset by employee transition costs. Our restructuring activities for the year ended December 31, 2020 totaled $10.9 million, primarily as a result of employee transition costs, asset write-downs related to our corporate headquarters facility and certain other assets, and contract termination costs, partially offset by a net gain on the disposition of a non-operating facility and certain related assets. Our restructuring activities for the year ended December 31, 2019 totaled $14.6 million, primarily from write-downs related to underutilized assets in our manufacturing footprint and employee transition costs.

Operating profit (loss) – Operating profit for the year ended December 31, 2021 totaled $256.8 million, representing an increase of 266.1% from the prior year period. Operating loss for the year ended December 31, 2020 included a $396.4 million impairment charge primarily related to our small cube covered hopper railcars. Operating profit for the year ended December 31, 2021 was impacted by increased lease fleet portfolio sales, partially offset by lower railcar deliveries and reduced profitability in our maintenance services business in the Rail Products Group, and lower lease rates and higher fleet operating costs in the Leasing Group.

Operating loss for the year ended December 31, 2020 totaled $154.6 million, representing a decrease of 139.0% from the year ended December 31, 2019. The decrease in operating profit resulted primarily from the impairment of long-lived assets, lower deliveries in the Rail Products Group, and lower lease fleet portfolio sales in the Leasing Group, partially offset by lower selling, engineering, and administrative expenses.

For further information regarding the operating results of individual segments, see "Segment Discussion" below.

Interest expense, net – Interest expense, net for the year ended December 31, 2021 totaled $191.4 million, compared to $211.0 million for the year ended December 31, 2020. The decrease in interest expense, net was primarily driven by lower overall borrowing costs associated with the Company's debt facilities resulting from debt refinancing activity during the year, partially offset by higher overall average debt.

Interest expense, net for the year ended December 31, 2020 totaled $211.0 million, compared to $214.5 million for the year ended December 31, 2019. The decrease in interest expense, net was primarily driven by lower variable interest rates associated with TILC's warehouse loan facility and our revolving credit facility, partially offset by higher debt obligations in the Leasing Group in connection with the Company's efforts to optimize its capital structure.

Loss on extinguishment of debt – Loss on extinguishment of debt for the year ended December 31, 2021 was $11.7 million from the refinancing of our partially-owned subsidiaries' debt, which included the write-off of $8.4 million in unamortized debt issuance costs and a $3.3 million early redemption premium. Loss on extinguishment of debt for the year ended December 31, 2020 was $5.0 million, which included a $4.7 million early redemption premium and the write-off of $0.3 million in unamortized debt issuance costs. There was no loss on extinguishment of debt for the year ended December 31, 2019.

35

Pension plan settlement – Pension plan settlement charges for the year ended December 31, 2021 resulted in a net gain of $0.6 million primarily related to a refund received upon final settlement of the annuity contract, partially offset by pension administrative expenses and excise taxes incurred related to the reversion of surplus pension assets to the Company. Pension plan settlement charges associated with the termination of our pension plan totaled $151.5 million for the year ended December 31, 2020. See Note 10 of the Consolidated Financial Statements for further information. There were no pension plan settlement charges during the year ended December 31, 2019.

Income taxes – The effective tax rate from continuing operations for the year ended December 31, 2021 was an expense of 28.8%, which differs from the U.S. statutory rate of 21.0% primarily due to an adjustment to the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") carryback benefit previously recognized, state taxes, and foreign taxes, partially offset by excess tax benefits associated with equity based compensation.

Our effective tax rate from continuing operations for the year ended December 31, 2020 was a benefit of 52.2%, primarily due to carryback claims as permitted under the CARES Act, partially offset by the portion of the non-cash impairment charge that is not tax-effected because it is related to the noncontrolling interest. Our effective tax rate, without the impact of the CARES Act, was a benefit of 17.9% for the year ended December 31, 2020, which differs from the U.S. statutory rate primarily due to the impacts of state income taxes, foreign taxes, tax return true-ups, and non-deductible executive compensation.

Our effective tax rate from continuing operations for the year ended December 31, 2019 was an expense of 32.5%, which differs from the U.S. statutory rate primarily due to the impacts of state income tax expense, foreign branch taxes, and changes in state tax laws and apportionment.

Income tax refunds received, net of payments, differ from the current provision primarily based on when estimated tax payments were due as compared to when the related income was earned and taxable. The total income tax receivable position was $5.4 million and $445.8 million at December 31, 2021 and 2020, respectively. Income tax refunds received, net of payments, during the years ended December 31, 2021 and 2020 totaled $435.7 million and $62.5 million, respectively.

36

Segment Discussion

Railcar Leasing and Management Services Group

	Year Ended December 31,									Percent Change
	2021			2020			2019			2021 versus 2020		2020 versus 2019
	($ in millions)
Revenues:
Leasing and management	$	735.3		$	747.9		$	756.5		(1.7)	%	(1.1)	%
Sales of railcars owned one year or less at the time of sale (1)(2)	—			54.4			360.7			*		(84.9)	%
Total revenues	$	735.3		$	802.3		$	1,117.2		(8.4)	%	(28.2)	%
Operating profit (3):
Leasing and management	$	296.8		$	336.0		$	314.7		(11.7)	%	6.8	%
Lease portfolio sales (1)	54.1			17.7			91.9			205.6	%	(80.7)	%
Total operating profit	$	350.9		$	353.7		$	406.6		(0.8)	%	(13.0)	%
Total operating profit margin	47.7		%	44.1		%	36.4		%
Leasing and management operating profit margin:	40.4		%	44.9		%	41.6		%
Selected expense information:
Depreciation (4)(5)	$	226.0		$	214.7		$	232.2		5.3	%	(7.5)	%
Maintenance and compliance	$	95.0		$	88.1		$	102.1		7.8	%	(13.7)	%
Rent and ad valorem taxes	$	18.4		$	21.1		$	28.5		(12.8)	%	(26.0)	%
Selling, engineering, and administrative expenses	$	50.6		$	51.3		$	49.5		(1.4)	%	3.6	%
Interest (6)	$	181.6		$	196.2		$	197.2		(7.4)	%	(0.5)	%

 * Not meaningful

(1) Beginning in the fourth quarter of 2020, we made a prospective change in the presentation of sales of railcars from the lease fleet. Therefore, all railcar sales for the year ended December 31, 2021 are presented as a net gain or loss from the disposal of a long-term asset regardless of the age of railcar that is sold. See Note 1 of the Consolidated Financial Statements for more information.

(2) Includes revenues associated with sales-type leases of $160.5 million for the year ended December 31, 2019.

(3) Operating profit includes: depreciation; fleet operating costs, which include maintenance, compliance, freight, and storage; rent and ad valorem taxes; and selling, engineering, and administrative expenses. Amortization of deferred profit on railcars sold from the Rail Products Group to the Leasing Group is included in the operating profits of the Leasing Group, resulting in the recognition of depreciation expense based on our original manufacturing cost of the railcars. Interest expense is not a component of operating profit and includes the effect of hedges.

(4) In connection with our sustainable railcar conversion program, depreciation expense increased $8.8 million for the year ended December 31, 2021, as a result of the disposal of certain railcar components. Additionally, depreciation expense related to our small cube covered hopper railcars decreased by approximately $7.0 million for the years ended December 31, 2021 and 2020 as a result of the impairment charge recorded in the second quarter of 2020 related to these railcars.

(5) Effective January 1, 2020, we revised the estimated useful lives and salvage values of certain railcar types in our lease fleet. This change in estimate resulted in a decrease in depreciation expense of approximately $30.8 million in the years ended December 31, 2021 and 2020. See Note 1 of the Consolidated Financial Statements for further information.

(6) Interest expense for the year ended December 31, 2021 includes $11.7 million of loss on extinguishment of debt associated with the refinancing of our partially-owned subsidiaries' debt. See Note 8 of the Consolidated Financial Statements for more information. Interest expense for the year ended December 31, 2020 includes $5.0 million of loss on extinguishment of debt associated with the early redemption of debt.

Information related to lease portfolio sales is as follows:

	Year Ended December 31,
	2021			2020			2019
	($ in millions)
Lease portfolio sales (1)	$	460.7		$	193.1		$	566.4
Operating profit on lease portfolio sales	$	54.1		$	17.7		$	91.9
Operating profit margin on lease portfolio sales	11.7		%	9.2		%	16.2		%

(1) Includes revenues associated with sales-type leases of $160.5 million for the year ended December 31, 2019.

37

Total revenues for the Railcar Leasing and Management Services Group decreased by 8.4% for the year ended December 31, 2021 when compared to the year ended December 31, 2020. Revenues related to sales of leased railcars owned one year or less decreased due to the change in the presentation of sales of railcars from the lease fleet. Leasing and management revenues for the year ended December 31, 2021 were impacted by lower lease rates, partially offset by growth in the lease fleet, increased servicer fees, and slightly higher utilization, which resulted in relatively flat revenues when compared to the year ended December 31, 2020.

Operating profit for the Leasing Group decreased by 0.8% for the year ended December 31, 2021 compared to the year ended December 31, 2020. Leasing and management operating profit decreased by 11.7% primarily due to lower lease rates, higher fleet operating costs, and increased depreciation, partially offset by higher utilization when compared to the prior year period. Additionally, operating profit was favorably impacted by increased lease fleet portfolio sales.

Total revenues for the Railcar Leasing and Management Services Group decreased by 28.2% for the year ended December 31, 2020 when compared to the year ended December 31, 2019. Revenues related to sales of leased railcars owned one year or less decreased primarily due to a lower volume of railcars sold from the lease fleet. Additionally, leasing and management revenues decreased 1.1% for the year ended December 31, 2020 as a result of lower utilization and lower lease rates on renewals, partially offset by growth in the lease fleet and higher lease rates associated with new railcar additions when compared to the year ended December 31, 2019.

Operating profit decreased by 13.0% for the year ended December 31, 2020 compared to the year ended December 31, 2019. The decrease was primarily due to lower lease fleet portfolio sales. Leasing and management operating profit increased by 6.8% primarily from growth in the lease fleet and reduced operating expenses resulting from fewer maintenance compliance events scheduled during the year. Additionally, leasing and management operating profit and operating profit margin for the year ended December 31, 2020 benefited from lower depreciation expense associated with the revisions to the estimated useful lives and salvage values of certain railcar types in our lease fleet, as well as the impact of the small cube covered hopper railcar impairment described above. The decrease in depreciation expense was partially offset by higher depreciation associated with growth in the lease fleet.

The Leasing Group generally uses its non-recourse warehouse loan facility or cash to provide initial funding for a portion of the purchase price of the railcars. After initial funding, the Leasing Group may obtain long-term financing for the railcars in the lease fleet through non-recourse asset-backed securities; long-term non-recourse operating leases pursuant to sale-leaseback transactions; long-term recourse debt such as equipment trust certificates; long-term non-recourse promissory notes; or third-party equity.

Information regarding the Leasing Group’s lease fleet is as follows:

	December 31,
	2021		2020		2019
Number of railcars:
Wholly-owned (1)	82,630		82,480		79,115
Partially-owned	24,340		24,565		24,590
	106,970		107,045		103,705
Investor-owned	29,130		26,645		24,835
	136,100		133,690		128,540
Company-owned railcars (2):
Average age in years	11.1		10.2		9.6
Average remaining lease term in years	3.0		3.2		3.3
Fleet utilization	95.7	%	94.5	%	96.0	%

(1) Includes 2,255 railcars, 1,840 railcars, and 2,175 railcars under leased-in arrangements as of December 31, 2021, 2020, and 2019, respectively.

(2) Includes wholly-owned railcars, partially-owned railcars, and railcars under leased-in arrangements.

38

Rail Products Group

	Year Ended December 31,									Percent Change
	2021			2020			2019			2021 versus 2020		2020 versus 2019
	($ in millions)
Revenues:
Rail products (1)	$	1,067.9		$	1,315.0		$	2,506.7		(18.8)	%	(47.5)	%
Maintenance services	159.9			230.5			371.0			(30.6)	%	(37.9)	%
Other	37.0			64.0			97.1			(42.2)	%	(34.1)	%
Total revenues	$	1,264.8		$	1,609.5		$	2,974.8		(21.4)	%	(45.9)	%
Operating costs:
Cost of revenues	$	1,235.7		$	1,534.5		$	2,636.9		(19.5)	%	(41.8)	%
Selling, engineering, and administrative expenses	32.5			38.6			60.1			(15.8)	%	(35.8)	%
(Gains) losses on dispositions of property	(8.1)			0.1			0.2			*		*
Operating profit	$	4.7		$	36.3		$	277.6		(87.1)	%	(86.9)	%
Operating profit margin	0.4		%	2.3		%	9.3		%

* Not meaningful

(1) Includes sustainable railcar conversion revenues of $65.4 million, representing 650 railcars, for the year ended December 31, 2021, of which $57.6 million, representing 520 railcars, related to the Leasing Group, and $7.8 million, representing 130 railcars, related to external customers.

Information related to our Rail Products Group backlog of new railcars is as follows. In addition to the amounts below, as of December 31, 2021, our backlog related to sustainable railcar conversions totaled $111.5 million, representing 1,150 railcars, primarily for the Leasing Group.

	December 31,						Percent Change
	2021		2020		2019		2021 versus 2020		2020 versus 2019
	($ in millions)
External customers	$	1,018.1	$	669.0	$	1,213.4
Leasing Group	498.7		345.5		619.1
Total (1)	$	1,516.8	$	1,014.5	$	1,832.5	49.5	%	(44.6)	%

	Year Ended December 31,						Percent Change
	2021		2020		2019		2021 versus 2020		2020 versus 2019
Beginning balance	8,985		15,085		30,875
Orders received	13,870		5,980		10,220		131.9	%	(41.5)	%
Deliveries	(8,875)		(11,530)		(21,960)		(23.0)	%	(47.5)	%
Other adjustments (1)	—		(550)		(4,050)
Ending balance	13,980		8,985		15,085		55.6	%	(40.4)	%
Average selling price in ending backlog	$	108,498	$	112,910	$	121,478	(3.9)	%	(7.1)	%

(1) For the year ended December 31, 2020, the adjustment includes 550 railcars valued at $82 million, primarily from railcars that were removed from the backlog because of a change in the underlying financial condition of certain customers. For the year ended December 31, 2019, the adjustment includes 3,280 leased railcars that were removed from the backlog because of the financial condition of Leasing Group customers, and 625 railcars that resulted from order cancellations negotiated with customers for which the Company received compensation and recorded cancellation fees. Additionally, the adjustment includes 145 railcars for which the original order was satisfied with railcars from the Company's existing lease fleet. These adjustments resulted in a reduction of the backlog of approximately $364 million.

Revenues and cost of revenues for the Rail Products Group decreased for the year ended December 31, 2021 by 21.4% and 19.5%, respectively, when compared to the prior year. These decreases primarily resulted from lower deliveries and a shift in the mix of railcar products and services sold, including a lower volume of HM-251 modifications. Cost of revenues for the year ended December 31, 2021 was negatively impacted by operating inefficiencies, such as labor shortages and turnover, in our maintenance services business, higher input costs, and supply chain disruptions, partially offset by operational cost savings related to railcar production. Operating profit and operating profit margin was favorably impacted by gains related to insurance recoveries in excess of net book value received for assets damaged by a tornado at the Company’s rail maintenance facility in Cartersville, Georgia in the first quarter of 2021.

39

Revenues and cost of revenues for the Rail Products Group decreased for the year ended December 31, 2020 by 45.9% and 41.8%, respectively, when compared to the year ended December 31, 2019. These decreases primarily resulted from lower deliveries, pricing pressures, and a shift in the mix of railcars sold, as well as a lower volume of railcar modifications in our maintenance services business. The decrease in cost of revenues for the year ended December 31, 2020 was partially offset by increased costs from operational inefficiencies associated with lower manufacturing volumes.

Total backlog dollars for the year ended December 31, 2021 increased by 49.5% when compared to the prior year primarily from an increase in orders received, partially offset by a 3.9% lower average selling price as a result of changes in the mix of railcars in the backlog. Total backlog dollars for the year ended December 31, 2020 decreased by 44.6% when compared to December 31, 2019 primarily from a reduction in orders received, as well as a 7.1% lower average selling price on railcars included in backlog as a result of pricing pressures.

Approximately 69% of our railcar backlog value is expected to be delivered during 2022 with the remainder to be delivered thereafter into 2025. 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 choose to change their procurement decision.

Transactions between the Rail Products Group and the Leasing Group are as follows:

	Year Ended December 31,
	2021		2020		2019
	($ in millions)
Revenues:
New railcars	$	357.5	$	566.1	$	1,179.5
Sustainable railcar conversions	$	57.6	$	—	$	—
Other maintenance services	$	63.4	$	86.8	$	151.6
Deferred profit	$	17.2	$	35.2	$	164.7
Number of new railcars (in units)	3,310		5,020		9,363
Number of sustainable railcar conversions (in units)	520		—		—

Corporate and other

	Year Ended December 31,						Percent Change
	2021		2020		2019		2021 versus 2020		2020 versus 2019
	($ in millions)
Total revenues	$	—	$	—	$	1.2	*		*
Operating costs:
Cost of revenues	$	—	$	0.2	$	1.2	*		*
Selling, engineering, and administrative expenses	96.5		99.7		107.4		(3.2)	%	(7.2)	%
(Gains) losses on dispositions of property	(12.4)		(0.2)		0.3		*		*
Operating profit (loss)	$	(84.1)	$	(99.7)	$	(107.7)	(15.6)	%	(7.4)	%

* Not meaningful

Selling, engineering, and administrative expenses for the year ended December 31, 2021 decreased 3.2%, compared to the year ended December 31, 2020, primarily from reduced costs associated with streamlining our corporate structure to support our rail-focused strategy, partially offset by higher employee-related costs, including increased incentive-based compensation, and higher litigation-related expenses. Total operating costs were favorably impacted in the year ended December 31, 2021 by gains associated with the disposition of non-operating facilities. As we continue to streamline our operational footprint, we may have additional gains or losses on the disposition of other non-operating facilities.

Selling, engineering, and administrative expenses for the year ended December 31, 2020 decreased 7.2%, compared to the year ended December 31, 2019, primarily from lower employee-related costs, including headcount reductions and adjustments to incentive-based compensation, and lower litigation-related expenses, partially offset by technology investments and consulting costs associated with realigning our corporate structure to support our rail-focused strategy.

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Liquidity and Capital Resources

Overview

We expect to finance future operating requirements with cash, cash equivalents, and short-term marketable securities; cash flows from operations; and short-term debt, long-term debt, and equity. Debt instruments that we have utilized include the TILC warehouse facility, senior notes, convertible subordinated notes, asset-backed securities, non-recourse promissory notes, sale-leaseback transactions, and our revolving credit facility.

As of December 31, 2021, we have total committed liquidity of $782.3 million. Our total available liquidity includes: $167.3 million of unrestricted cash and cash equivalents; $176.8 million unused and available under our revolving credit facility; and $438.2 million unused and available under the TILC warehouse 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.

Our material cash requirements from known contractual or other obligations primarily include principal and interest payments on long-term debt, payments on operating leases, and purchase obligations as part of the normal course of business. See Note 8 of the Consolidated Financial Statements for information regarding scheduled maturities of our long-term debt. Interest payable associated with our long-term debt due in the next twelve months is approximately $157.0 million, with $481.2 million due thereafter. See Note 1 and Note 6 of the Consolidated Financial Statements for further information on operating leases. Contractual purchase obligations are enforceable and legally binding and primarily consist of raw materials and components, equipment, and third-party services. These purchase obligations due in the next twelve months are approximately $498.4 million, with $44.0 million due thereafter.

Liquidity Highlights

TILC warehouse facility – In March 2021, the TILC warehouse facility was extended through March 15, 2024, and the total facility commitment was increased from $750 million to $1.0 billion.

TRL-2021 – In June 2021, TRL-2021 issued $325.0 million of its Series 2021-1 Green Secured Railcar Equipment Notes. These notes bear interest at an all-in interest rate of 2.31% and have a final maturity date of 2051. Net proceeds received from the transaction were used to repay borrowings under TILC's secured warehouse credit facility and for general corporate purposes.

Dividend Payments – In December 2021, our Board of Directors declared an increase of approximately 10% to our quarterly dividend from $0.21 per share to $0.23 per share. We paid $88.5 million in dividends to our common stockholders during the year ended December 31, 2021.

Repurchase Agreements with ValueAct – On April 29, 2021, we entered into a stock repurchase agreement with ValueAct, the Company's then-largest shareholder and a related party, to repurchase 8.1 million shares of our common stock for $27.47 per share, for an aggregate purchase price of $222.5 million, in a privately negotiated transaction. The price per share represents a discount of 3.5% from the closing price for a share of common stock on the New York Stock Exchange on April 29, 2021.

On December 31, 2021, using a portion of the proceeds from the sale of THP, we entered into an additional stock repurchase agreement with ValueAct to repurchase 8.8 million shares of our common stock for $28.49 per share, for an aggregate purchase price of $250.0 million, in a privately negotiated transaction. The price per share represents a discount of 3.5% from the closing price for a share of common stock on the New York Stock Exchange on December 30, 2021.

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New Share Repurchase Authorization – In September 2021, our Board of Directors authorized a new share repurchase program effective September 9, 2021 through December 31, 2022. The new share repurchase program authorizes the Company to repurchase up to $250.0 million of its common stock. In December 2021, using a portion of the proceeds from the sale of THP, we entered into an ASR to repurchase $125.0 million of our common stock. Approximately 3.3 million shares repurchased as part of the ASR on December 31, 2021 were delivered to the Company in January 2022 in accordance with normal settlement practices, representing approximately 80% of the total notional value of the ASR. The ASR is expected to be completed during the third quarter of 2022, at which time any remaining shares will be delivered to the Company. Approximately $73.1 million of the share repurchase program will remain after the completion of the ASR. Share repurchase activity under the authorized program is as follows:

	Shares Repurchased			Remaining Authorization to Repurchase
Period	Number of shares	Cost (in millions)		Cost (in millions)
September 9, 2021 Authorization				$	250.0
September 9, 2021 through September 30, 2021	—	$	—	$	250.0
October 1, 2021 through December 31, 2021	5,155,491	151.9		$	98.1
Total	5,155,491	$	151.9

Previous Share Repurchase Authorization – In October 2020, our Board of Directors authorized a share repurchase program effective October 23, 2020 through December 31, 2021. The share repurchase program authorized the Company to repurchase up to $250.0 million of its common stock and was completed in the third quarter of 2021. Share repurchase activity under this program is as follows:

	Shares Repurchased			Remaining Authorization to Repurchase
Period	Number of shares	Cost (in millions)		Cost (in millions)
October 23, 2020 Authorization				$	250.0
October 23, 2020 through December 31, 2020	2,974,922	$	67.8	$	182.2
January 1, 2021 through March 31, 2021	1,291,860	36.8		$	145.4
April 1, 2021 through June 30, 2021	2,440,793	68.3		$	77.1
July 1, 2021 through September 30, 2021	2,815,307	77.1		$	—
Total	9,522,882	$	250.0

During the years ended December 31, 2021, 2020, and 2019, share repurchases totaled 28.5 million, 9.3 million, and 13.7 million shares, respectively, at a cost of approximately $806.6 million, $193.1 million, and $294.7 million, respectively.

Cash Flows

The following table summarizes our cash flows from operating, investing, and financing activities for the years ended December 31, 2021, 2020, and 2019:

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Net cash flows from continuing operations:
Operating activities	$	615.6	$	622.0	$	365.4
Investing activities	(83.0)		(526.7)		(984.5)
Financing activities	(814.1)		(168.0)		526.5
Net cash flows from discontinued operations (1)	355.5		23.5		19.4
Net increase (decrease) in cash, cash equivalents, and restricted cash	$	74.0	$	(49.2)	$	(73.2)

(1) Includes $364.7 million in net proceeds received from the sale of THP for the year ended December 31, 2021.

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2021 compared to 2020

Operating Activities. Net cash provided by operating activities from continuing operations for the year ended December 31, 2021 was $615.6 million compared to $622.0 million for the year ended December 31, 2020. The changes in our operating assets and liabilities are as follows:

	Year Ended December 31,
	2021		2020
	(in millions)
(Increase) decrease in receivables, inventories, and other assets	$	(200.6)	$	314.1
(Increase) decrease in income tax receivable	440.4		(441.5)
Increase (decrease) in accounts payable, accrued liabilities, and other liabilities	96.6		(71.9)
Changes in operating assets and liabilities	$	336.4	$	(199.3)

The changes in our operating assets and liabilities resulted in a net source of $336.4 million for the year ended December 31, 2021, as compared to a net use of $199.3 million for the year ended December 31, 2020. The decrease in the income tax receivable was primarily driven by the collection of approximately $438.2 million of income tax refunds in the current year period associated with the loss carryback provisions included in recent tax legislation. Additionally, operating assets were negatively impacted by cyclical shifts in anticipation of higher volumes of railcar deliveries in future periods. Further, in the prior year period, the changes in our operating assets and liabilities were impacted by a customer's election to exercise a purchase option on a sales-type lease.

Investing Activities. Net cash used in investing activities from continuing operations for the year ended December 31, 2021 was $83.0 million compared to $526.7 million of net cash used in investing activities from continuing operations for the year ended December 31, 2020. Significant investing activities are as follows:

•We had a net investment in the lease fleet of $92.9 million during the year ended December 31, 2021, compared to $463.5 million during the year ended December 31, 2020. Our investment in the lease fleet primarily includes new railcar additions and railcar modifications, net of deferred profit, and secondary market purchases; and is net of proceeds from lease portfolio sales.

•We acquired a company that owns and operates proprietary railcar cleaning technology systems during the year ended December 31, 2021 for net cash of $16.6 million. We had no acquisitions during the year ended December 31, 2020.

•We received $9.5 million in insurance proceeds during the year ended December 31, 2021 for property damage sustained at a rail maintenance facility. See Note 15 of the Consolidated Financial Statements for more information. We received no insurance proceeds during the year ended December 31, 2020.

Financing Activities. Net cash used in financing activities during the year ended December 31, 2021 was $814.1 million compared to $168.0 million of net cash used in financing activities for the same period in 2020. Significant financing activities are as follows:

•During the year ended December 31, 2021, we had total borrowings of $2,444.1 million and total repayments of $2,315.8 million, for net proceeds of $128.3 million, primarily from debt proceeds to support our investment in the lease fleet. During the year ended December 31, 2020, we had total borrowings of $1,561.4 million and total repayments of $1,442.9 million, for net proceeds of $118.5 million, primarily from debt proceeds to support our investment in the lease fleet, partially offset by the early redemption of debt.

•We paid $88.5 million and $91.7 million in dividends to our common stockholders during the years ended December 31, 2021 and 2020, respectively.

•We repurchased common stock totaling $833.4 million and $191.3 million during the years ended December 31, 2021 and 2020, respectively. The current year period includes shares repurchased in privately negotiated transactions with ValueAct totaling $472.5 million. Shares repurchased as part of the ASR on December 31, 2021, totaling $100.0 million, were delivered to the Company in January 2022 in accordance with normal settlement practices. Additionally, shares repurchased during the year ended December 31, 2021 includes $25.0 million related to the ASR for shares that were funded in December 2021 but are expected to be delivered during the third quarter of 2022 upon completion of the ASR. Certain shares repurchased during December 2020, totaling $1.8 million, were cash settled in January 2021 in accordance with normal settlement practices.

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2020 compared to 2019

Operating Activities. Net cash provided by operating activities from continuing operations for the year ended December 31, 2020 was $622.0 million compared to $365.4 million for the year ended December 31, 2019. The changes in our operating assets and liabilities are as follows.

	Year Ended December 31,
	2020		2019
	(in millions)
(Increase) decrease in receivables, inventories, and other assets	$	314.1	$	(15.4)
(Increase) decrease in income tax receivable	(441.5)		25.7
Increase (decrease) in accounts payable, accrued liabilities, and other liabilities	(71.9)		(93.1)
Changes in operating assets and liabilities	$	(199.3)	$	(82.8)

The changes in our operating assets and liabilities resulted in a net use of $199.3 million for the year ended December 31, 2020, compared to a net use of $82.8 million for the year ended December 31, 2019. The increase in the income tax receivable was primarily driven by anticipated tax refunds related to the loss carryback provisions included in recent tax legislation. Additionally, the changes in our operating assets and liabilities were impacted by a customer's election to exercise a purchase option on a sales-type lease, cyclical shifts, and working capital initiatives.

Investing Activities. Net cash used in investing activities from continuing operations for the year ended December 31, 2020 was $526.7 million compared to $984.5 million for the year ended December 31, 2019. Significant investing activities are as follows:

•We made a net investment in the lease fleet of $463.5 million during the year ended December 31, 2020, compared to $916.5 million during the year ended December 31, 2019. Our investment in the lease fleet primarily includes new railcar additions and railcar modifications, net of deferred profit, and secondary market purchases; and is net of proceeds from lease portfolio sales.

Financing Activities. Net cash used in financing activities during the year ended December 31, 2020 was $168.0 million compared to $526.5 million of net cash provided by financing activities for the same period in 2019. Significant financing activities are as follows:

•During the year ended December 31, 2020, we had total borrowings of $1,561.4 million and total repayments of $1,442.9 million, for net proceeds of $118.5 million, primarily from debt proceeds to support our investment in the lease fleet, partially offset by the early redemption of debt. During the year ended December 31, 2019, we had total borrowings of $2,567.8 million and total repayments of $1,724.1 million, for net proceeds of $843.7 million, primarily related to the proceeds from the issuance of debt in support of our investment in the lease fleet.

•We paid $91.7 million and $82.1 million in dividends to our common stockholders during the years ended December 31, 2020 and 2019, respectively.

•We repurchased common stock totaling $191.3 million and $224.7 million during the years ended December 31, 2020 and 2019, respectively. Certain shares repurchased during December 2020, totaling $1.8 million, were cash settled in January 2021 in accordance with normal settlement practices. The cash outlay for shares repurchased during the year ended December 31, 2019 excludes approximately $70.0 million related to the repurchased shares that were funded in November 2018 under the accelerated share repurchase program but delivered in the first quarter of 2019.

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Current Debt Obligations

The revolving credit facility contains several financial covenants that require the maintenance of ratios related to minimum interest coverage for the leasing and manufacturing operations and maximum leverage. In December 2021, we amended our revolving credit facility to increase the maximum leverage ratio through June 30, 2022 to provide additional near-term flexibility. Additionally, in March 2021, we amended our revolving credit facility to decrease the minimum interest coverage ratio through December 31, 2021. A summary of our financial covenants is detailed below:

Ratio	Covenant	Actual at December 31, 2021
Maximum leverage (1)	No greater than 4.00 to 1.00	2.77
Minimum interest coverage (2)	No less than 1.75 to 1.00	6.20

(1) Defined as the ratio of consolidated total indebtedness to consolidated earnings before interest, taxes, depreciation and amortization ("EBITDA") for the Borrower and its Restricted Subsidiaries for the period of four consecutive quarters ending with December 31, 2021.

(2) Defined as the ratio of the difference of (A) consolidated EBITDA less (B) consolidated capital expenditures – manufacturing and other to consolidated interest expense to the extent paid in cash, in each case for the Borrower and its Restricted Subsidiaries for the period of four consecutive quarters ending with December 31, 2021.

As of December 31, 2021, we were in compliance with all such financial covenants. Please refer to Note 8 of the Consolidated Financial Statements for a description of our current debt obligations.

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Supplemental Guarantor Financial Information

Our 4.55% senior notes due 2024 ("Senior Notes") are fully and unconditionally and jointly and severally guaranteed by certain of Trinity’s 100%-owned subsidiaries: Trinity Industries Leasing Company; Trinity North American Freight Car, Inc.; Trinity Rail Group, LLC; Trinity Tank Car, Inc.; and TrinityRail Maintenance Services, Inc. (collectively, the "Guarantor Subsidiaries”).

The Senior Notes indenture agreement includes customary provisions for the release of the guarantees by the Guarantor Subsidiaries upon the occurrence of certain allowed events including the release of one or more of the Combined Guarantor Subsidiaries as guarantor under our revolving credit facility. See Note 8 of the Consolidated Financial Statements. The Senior Notes are not guaranteed by any of our remaining 100%-owned subsidiaries or partially-owned subsidiaries (“Non-Guarantor Subsidiaries”).

In December 2021, THP was released from its obligation as guarantor for the revolving credit facility and the Senior Notes effective upon completion of the sale of THP. Additionally, the accounting requirements for reporting THP as a discontinued operation were met. Accordingly, we have recast the financial information included in the table below to exclude the balances and operating results of THP, which was formerly included in the Guarantor Subsidiaries.

As of December 31, 2021, assets held by the Non-Guarantor Subsidiaries included $79.6 million of restricted cash that was not available for distribution to Trinity Industries, Inc. (“Parent”), $6,595.5 million of equipment securing certain non-recourse debt, and $414.8 million of assets located in foreign locations.

The following tables include the summarized financial information for Parent and Guarantor Subsidiaries (together the obligor group) on a combined basis after elimination of intercompany transactions within the obligor group (in millions). Investments in and equity in the earnings of the Non-Guarantor Subsidiaries (the non-obligor group) have been excluded.

Summarized Statement of Operations:
	Year Ended December 31, 2021
Revenues (1)	$	847.4
Cost of revenues (2)	$	779.5
Income (loss) from continuing operations	$	(58.2)
Net income (loss) (3)	$	73.2
Summarized Balance Sheets:
	December 31, 2021
Assets:
Receivables, net of allowance (4)	$	245.8
Inventories	$	409.4
Property, plant, and equipment, net	$	953.3
Goodwill and other assets	$	385.7
Liabilities:
Accounts payable and accrued liabilities (5)	$	337.0
Debt	$	398.7
Deferred income taxes	$	926.2
Other liabilities	$	147.0
Noncontrolling interest	$	267.0

(1) There were no net sales from the obligor group to Non-Guarantor Subsidiaries during the year ended December 31, 2021.

(2) Cost of revenues includes $160.8 million of purchases from Non-Guarantor Subsidiaries during the year ended December 31, 2021.

(3) Net income (loss) for the year ended December 31, 2021 includes a $131.4 million gain on sale of discontinued operations related to the sale of THP described above.

(4) Receivables, net of allowance includes $93.5 million of receivables from Non-Guarantor Subsidiaries as of December 31, 2021.

(5) Accounts payable includes $29.7 million of payables to Non-Guarantor Subsidiaries as of December 31, 2021.

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Capital Expenditures

Capital expenditures for 2021 were $570.8 million with $547.2 million utilized for net lease fleet additions, which includes new railcar additions and railcar modifications, net of deferred profit, and secondary market purchases. Excluding proceeds from lease portfolio sales of $454.3 million, our net investment in the lease fleet was $92.9 million.

For the full year 2022, we anticipate a net investment in our lease fleet of between $450 million and $550 million. Capital expenditures related to manufacturing and other activities, including expansion of our fleet maintenance capabilities and systems upgrades, are projected to range between $35 million and $45 million for the full year 2022.

Equity Investment

See Note 5 of the Consolidated Financial Statements for information about our investment in partially-owned leasing subsidiaries.

Off Balance Sheet Arrangements

As of December 31, 2021, we had letters of credit issued under our revolving credit facility in an aggregate amount of $28.3 million, the full amount of which is expected to expire in July 2022. Our letters of credit obligations support our various insurance programs and generally renew by their terms each year. See Note 8 of the Consolidated Financial Statements for further information about our corporate revolving credit facility.

Employee Retirement Plans

As disclosed in Note 10 of the Consolidated Financial Statements, as of December 31, 2021, the benefit obligation associated with our nonqualified retirement plan totaled $14.5 million. We continue to sponsor an employee savings plan under the existing 401(k) plan that covers substantially all domestic employees and includes a Company matching contribution of up to 6% each of eligible compensation, as well as the Trinity Industries, Inc. Deferred Compensation Plan. Employer contributions to the 401(k) plan and the Trinity Industries, Inc. Deferred Compensation Plan for the year ending December 31, 2022 are expected to be $7.6 million compared to $19.4 million contributed during 2021, which included the payment of the contributions accrued as of December 31, 2020, as well as the 2021 contributions pursuant to the plan design changes as described in Note 10 of the Consolidated Financial Statements.

Stock-Based Compensation

We have a stock-based compensation plan covering our employees and our Board of Directors. See Note 13 of the Consolidated Financial Statements for further information.

Derivative Instruments

We may use derivative instruments to mitigate the impact of changes in interest rates, both in anticipation of future debt issuances and to offset interest rate variability of certain floating rate debt issuances outstanding. Derivative instruments that are designated and qualify as cash flow hedges are accounted for in accordance with applicable accounting standards. See Note 3 of the Consolidated Financial Statements for discussion of how we utilize our derivative instruments.

LIBOR Transition

The United Kingdom's Financial Conduct Authority, which regulates the London Interbank Offered Rate ("LIBOR"), has announced that it will no longer persuade or require banks to submit rates for the calculation of LIBOR after June 2023. In the U.S., the Alternative Reference Rates Committee has identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to LIBOR. We currently have LIBOR-based contracts that extend beyond June 2023 including derivative instruments, promissory notes for Trinity Rail Leasing 2017 LLC, TILC's warehouse loan facility, the TRIP Railcar Co. term loan, and our revolving credit facility. After LIBOR is phased out, the interest rates for these obligations might be subject to change. The replacement of LIBOR with an alternative benchmark reference rate may adversely affect interest rates and result in higher borrowing costs under these agreements and any future agreements.

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Critical Accounting Policies and Estimates

Management's Discussion and Analysis of Financial Condition and Results of Operations discusses our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies, among others, affect our more significant judgments and estimates used in the preparation of our Consolidated Financial Statements.

Income Taxes
Description of Estimate	We account for income taxes under the asset and liability method prescribed by ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases and other tax attributes using currently enacted tax rates. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the provision for income taxes in the period that includes the enactment date. Our net deferred tax liabilities totaled $1,105.7 million as of December 31, 2021, which includes valuation allowances of $24.4 million. For further information regarding income taxes, see Note 9 of the Consolidated Financial Statements.
Judgment and/or Uncertainty	Management is required to estimate the timing of the recognition of deferred tax assets and liabilities, make assumptions about the future deductibility of deferred tax assets and assess deferred tax liabilities based on enacted laws and tax rates for the appropriate tax jurisdictions to determine the amount of such deferred tax assets and liabilities. We assess whether a valuation allowance should be established against deferred tax assets based on consideration of all available evidence, both positive and negative, using a more likely than not standard. This assessment considers, among other matters: the nature, frequency, and severity of recent losses; a forecast of future profitability; the duration of statutory carryback and carryforward periods; our experience with tax attributes expiring unused; and tax planning alternatives.
Potential Impact if Results Differ	Changes in the calculated deferred tax assets and liabilities may occur in certain circumstances, including statutory income tax rate changes, statutory tax law changes, or changes in our structure or tax status. If such changes take place, there is a risk that our effective tax rate could increase or decrease in any period, impacting our net earnings.

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Long-lived Assets
Description of Estimate	We routinely assess whether impairment indicators are present by monitoring for the existence of events or changes in circumstances that may indicate that the carrying amount of our long-lived assets, including our leased railcar fleet, might not be recoverable. Factors monitored include actual and forecasted industry-wide asset utilization, pricing indicators, asset attrition rates, and other similar metrics specific to the performance of our leased railcar fleet and other long-lived assets. Whenever an indicator of potential impairment is present, we assess recoverability by comparing the carrying value of the long-lived assets to the undiscounted future net cash flows we expect the assets to generate. If the recoverability test indicates that an impairment exists, we would recognize an impairment charge equal to the amount by which the carrying value exceeds the fair value. As of December 31, 2021, our net property, plant, and equipment totaled $6.8 billion, and the net book value of our amortizing intangible assets totaled $28.1 million.
Judgment and/or Uncertainty	The estimates and judgments that most significantly affect the fair value calculations in our recoverability test include assumptions regarding revenue and operating profit; the remaining useful life over which an asset is expected to generate cash flows; and expectations regarding lease rates, lease renewals, and lease fleet utilization. The measurement of an impairment loss involves a number of management judgments, including the selection of an appropriate discount rate, consideration of market quotes for comparable assets as available, and estimates regarding final disposition proceeds.
Potential Impact if Results Differ	If actual results are not consistent with management's estimates and assumptions used to calculate estimated future cash flows, we could be exposed to additional impairment losses that may be material. We believe that the assumptions used in our impairment analyses are reasonable; however, given the uncertainties of the economy and its potential impact on our businesses, it is possible that impairments of remaining long-lived assets may be required in future periods as a result of changes in our operating results or our assumptions. Based on our evaluations, no impairment charges were determined to be necessary on long-lived assets as of December 31, 2021.

Goodwill
Description of Estimate	Goodwill is required to be tested for impairment at least annually, or on an interim basis if events or circumstances change indicating that the carrying amount of the goodwill might be impaired. We have the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment assessment. If, after assessing the totality of events and circumstances, we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company will perform the quantitative impairment test. We can also elect to forgo the qualitative assessment and perform the quantitative test. The quantitative goodwill impairment test compares the reporting unit's estimated fair value with the carrying amount of its net assets. An impairment is recognized if the reporting unit's recorded net assets exceed its fair value. Impairment is assessed at the “reporting unit” level by applying a fair value-based test for each unit with recorded goodwill. Goodwill totaled $154.2 million as of December 31, 2021.
Judgment and/or Uncertainty	When performing a qualitative assessment, we determine the drivers of fair value for each reporting unit and evaluate whether those drivers have been positively or negatively affected by relevant events and circumstances since the most recent quantitative assessment. Our evaluation includes, but is not limited to, assessment of macroeconomic trends, industry conditions, operating income trends, and capital accessibility. The estimates and judgments that most significantly affect the fair value calculations are assumptions related to revenue and operating profit results, discount rates, terminal growth rates, and exit multiples. We consider these to be Level 3 inputs in the fair value hierarchy, as they involve unobservable inputs for which there is little or no market data and thus require management to develop its own assumptions.
Potential Impact if Results Differ	We believe that the assumptions used in our impairment assessment are reasonable; however, given the uncertainties of the economy and its potential impact on our businesses, there can be no assurance that the judgments applied in our assessment will prove to be accurate predictions of the future. Based on our goodwill qualitative assessment performed at the reporting unit level as of December 31, 2021, we concluded that it was not more likely than not that any of our reporting units had a fair value that was less than its carrying value.

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Variable Interest Entities
Description of Estimate	We continuously evaluate our investments and other contractual arrangements with third party entities to determine if our variable interests are considered a variable interest entity ("VIE"). Consolidation is required for VIEs in which we are the primary beneficiary. We have determined that we are the primary beneficiary for TRIP Holdings and RIV 2013. At December 31, 2021, the carrying value of our investment in TRIP Holdings and RIV 2013 totaled $141.4 million. We have determined that we are not the primary beneficiary for Signal Rail or certain other entities in which we have an equity interest. At December 31, 2021, the carrying value of these investments totaled $10.8 million. For further information regarding our partially-owned leasing subsidiaries and other investments in unconsolidated affiliates, see Note 5 of the Consolidated Financial Statements.
Judgment and/or Uncertainty	The determination of whether an entity is considered a VIE and, if so, if we are the primary beneficiary of the VIE, is highly subjective and is dependent on the specific facts and circumstances of each investment. Factors considered in these assessments include, but are not limited to, the entity's structure and equity ownership, the contractual terms, the key decision making powers, and the obligation to absorb losses or the right to receive benefits of the VIE.
Potential Impact if Results Differ	Changes in the design or nature of the activities of a VIE, or our involvement with a VIE, could result in a change in conclusion of our status as a primary beneficiary. Such change could result in the consolidation or deconsolidation of the subsidiary, thus impacting financial results.

Insurance
Description of Estimate	We are effectively self-insured for workers' compensation and employee health care claims. Third-party administrators process all such claims. As of December 31, 2021, our liabilities associated with workers' compensation and group medical insurance were $44.9 million and $5.0 million, respectively.
Judgment and/or Uncertainty	We accrue our workers' compensation and group medical liabilities based upon independent actuarial studies. These liabilities are calculated based upon loss development factors, which contemplate a number of variables, including claims history and expected trends. These loss development factors are determined in consultation with third-party actuaries.
Potential Impact if Results Differ	To the extent actuarial assumptions change and claims experience rates differ from historical rates, our liability may change. A 10% change in our insurance liabilities could impact net earnings by approximately $3.9 million.

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Contingencies and Litigation
Description of Estimate	We are involved in claims and lawsuits incidental to our business arising from various matters, including product warranty, personal injury, environmental issues, workplace laws, and various governmental regulations. We evaluate our exposure to such matters periodically and establish accruals for these contingencies when a range of loss can be reasonably estimated. As of December 31, 2021, the range of reasonably possible losses for such matters is $37.4 million to $55.4 million, which includes our rights in indemnity and recourse to third parties of approximately $10.3 million. For further information regarding our contingencies and litigation matters, see Note 15 of the Consolidated Financial Statements.
Judgment and/or Uncertainty	Assessments of contingencies are based on information obtained from internal and external legal counsel, including recent legal decisions and loss experience in similar situations. Based on information currently available with respect to such claims and lawsuits, including information as to which we are aware but for which we have not been served with legal process, it is management's opinion that the ultimate outcome of all such claims and litigation, including settlements, in aggregate will not have a material adverse effect on our results of operations or financial condition.
Potential Impact if Results Differ	Due to the uncertain nature of these matters, there can be no assurance that we will not become involved in future litigation or other proceedings or, if we were found to be responsible or liable in any litigation or proceeding, that such costs would not be material to us. Additionally, changes in claims and lawsuits filed, settled or dismissed and differences between actual and estimated settlement costs or our rights in indemnity and recourse to third parties could impact operating results.

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Non-GAAP Financial Measures

We have included financial measures compiled in accordance with GAAP and certain non-GAAP measures in this Annual Report on Form 10-K to provide management and investors with additional information regarding our financial results. Non-GAAP measures should not be considered in isolation or as a substitute for our reporting results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures for other companies. For each non-GAAP financial measure, we provide a reconciliation to the most comparable GAAP measure.

Pre-Tax Return on Equity

Pre-Tax Return on Equity (“Pre-Tax ROE”) is defined as a ratio for which (i) the numerator is calculated as income or loss from continuing operations, adjusted to exclude the effects of the provision or benefit for income taxes, net income or loss attributable to noncontrolling interest, and certain other adjustments, which include gains on dispositions of other property, the controlling interest portion of impairment of long-lived assets and loss on extinguishment of debt, restructuring activities, and pension plan settlement; and (ii) the denominator is calculated as average stockholders’ equity (which excludes noncontrolling interest), adjusted to exclude accumulated other comprehensive income or loss. In the following table, the numerator and denominator of our Pre-Tax ROE calculation are reconciled to income from continuing operations and stockholders’ equity, respectively, which are the most directly comparable GAAP financial measures. Management believes that Pre-Tax ROE is a useful measure to both management and investors as it provides an indication of the economic return on the Company’s investments over time. Pre-Tax ROE is used in consideration of the Company’s expected tax position in the near-term.

	December 31, 2021			December 31, 2020			December 31, 2019
	($ in millions)
Numerator:
Income (loss) from continuing operations	$	39.3		$	(250.5)		$	122.4
Provision (benefit) for income taxes	15.9			(274.1)			58.8
Income (loss) from continuing operations before income taxes	55.2			(524.6)			181.2
Net loss attributable to noncontrolling interest	0.2			78.9			1.5
Adjustments:
Gains on dispositions of property – other (1)	(7.8)			—			—
Impairment of long-lived assets – controlling interest (2)	—			315.1			—
Restructuring activities, net	(3.7)			10.9			14.6
Loss on extinguishment of debt – controlling interest (3)	4.6			5.0			—
Pension plan settlement	(0.6)			151.5			—
Adjusted Profit Before Tax	$	47.9		$	36.8		$	197.3
Denominator:
Total stockholders' equity	$	1,296.8		$	2,016.0		$	2,378.9
Noncontrolling interest	(267.0)			(277.2)			(348.8)
Accumulated other comprehensive loss	17.0			30.9			153.1
Adjusted Stockholders' Equity	$	1,046.8		$	1,769.7		$	2,183.2
Average total stockholders' equity	$	1,656.4		$	2,197.5		$	2,470.5
Return on Equity (4)	2.4		%	(11.4)		%	5.0		%
Average Adjusted Stockholders' Equity	$	1,408.3		$	1,976.5		$	2,255.4
Pre-Tax Return on Equity (5)	3.4		%	1.9		%	8.7		%

(1) Represents insurance recoveries in excess of net book value received for assets damaged by a tornado at the Company’s rail maintenance facility in Cartersville, Georgia in the first quarter of 2021.

(2) Excludes $81.3 million of non-cash impairment of long-lived asset charges associated with the noncontrolling interest recorded in the second quarter of 2020.

(3) Excludes $7.1 million of loss on extinguishment of debt associated with the noncontrolling interest recorded in the second quarter of 2021.

(4) Return on Equity is calculated as income (loss) from continuing operations divided by average total stockholders' equity.

(5) Pre-Tax Return on Equity is calculated as adjusted profit before tax divided by average adjusted stockholders' equity, each as defined and reconciled above.

52

Free Cash Flow

Total Free Cash Flow After Investments and Dividends ("Free Cash Flow") is a non-GAAP financial measure. The change in presentation of sales of railcars from the lease fleet, which was effected on a prospective basis beginning in the fourth quarter of 2020, had no effect on the Company’s previously reported Free Cash Flow.

We believe Free Cash Flow is useful to both management and investors as it provides a relevant measure of liquidity and a useful basis for assessing our ability to fund our operations and repay our debt. Free Cash Flow is reconciled to net cash provided by operating activities from continuing operations, the most directly comparable GAAP financial measure, in the following tables.

For the year ended December 31, 2021, Free Cash Flow is defined as net cash provided by operating activities from continuing operations as computed in accordance with GAAP, plus cash proceeds from lease portfolio sales, less capital expenditures for manufacturing, dividends paid, and Equity CapEx for leased railcars. Equity CapEx for leased railcars is defined as leasing capital expenditures, adjusted to exclude net proceeds from (repayments of) debt.

	Year Ended December 31, 2021
	(in millions)
Net cash provided by operating activities – continuing operations	$	615.6
Proceeds from lease portfolio sales	454.3
Adjusted Net Cash Provided by Operating Activities	1,069.9
Capital expenditures – manufacturing and other	(23.6)
Dividends paid to common stockholders	(88.5)
Free Cash Flow (before Capital expenditures – leasing)	957.8
Equity CapEx for leased railcars	(418.9)
Total Free Cash Flow After Investments and Dividends	$	538.9
Capital expenditures – leasing	$	547.2
Less:
Payments to retire debt	(2,315.8)
Proceeds from issuance of debt	2,444.1
Net proceeds from (repayments of) debt	128.3
Equity CapEx for leased railcars	$	418.9

53

For the years ended December 31, 2020 and 2019, Free Cash Flow is defined as net cash provided by operating activities from continuing operations as computed in accordance with GAAP, plus cash proceeds from sales of leased railcars owned more than one year at the time of sale, less capital expenditures for manufacturing, dividends paid, and Equity CapEx for leased railcars. Equity CapEx for leased railcars is defined as leasing capital expenditures, net of sold lease fleet railcars owned one year or less, adjusted to exclude net proceeds from (repayments of) debt.

	Year Ended December 31,
	2020		2019
	(in millions)
Net cash provided by operating activities – continuing operations	$	622.0	$	365.4
Proceeds from railcar lease fleet sales owned more than one year at the time of sale	138.7		205.7
Adjusted Net Cash Provided by Operating Activities	760.7		571.1
Capital expenditures – manufacturing and other	(95.9)		(88.0)
Dividends paid to common stockholders	(91.7)		(82.1)
Free Cash Flow (before Capital expenditures – leasing)	573.1		401.0
Equity CapEx for leased railcars	(483.7)		(278.5)
Total Free Cash Flow After Investments and Dividends	$	89.4	$	122.5
Capital expenditures – leasing, net of sold lease fleet railcars owned one year or less	$	602.2	$	1,122.2
Less:
Payments to retire debt	(1,442.9)		(1,724.1)
Proceeds from issuance of debt	1,561.4		2,567.8
Net proceeds from (repayments of) debt	118.5		843.7
Equity CapEx for leased railcars	$	483.7	$	278.5

Recent Accounting Pronouncements

There have been no material changes in recently issued or adopted accounting standards during the year ended December 31, 2021.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Our earnings could be affected by changes in interest rates due to the impact those changes have on our variable rate debt obligations, which represented 31.7% of our total debt as of December 31, 2021. If interest rates average one percentage point more in fiscal year 2022 than they did during 2021, our interest expense would increase by $11.9 million, after considering the effects of interest rate hedges. In comparison, at December 31, 2020, we estimated that if interest rates averaged one percentage point more in fiscal year 2021 than they did during 2020, our interest expense would increase by $8.9 million. The impact of an increase in interest rates was determined based on the impact of the hypothetical change in interest rates and scheduled principal payments on our variable-rate debt obligations as of December 31, 2021 and 2020. A one percentage point increase in the interest rate yield would decrease the fair value of the fixed rate debt by approximately $172.2 million. A one percentage point decrease in the interest rate yield would increase the fair value of the fixed rate debt by approximately $185.9 million.

We use derivative instruments to mitigate the impact of changes in foreign currency exchange rates. Foreign currency hedges are valued based on currency spot and forward rates and forward points. Hedge transactions are settled with the counterparty in cash. As of December 31, 2021, a hypothetical 10% change in foreign currency exchange rates on our forward contracts would not have a material impact on the Consolidated Financial Statements.

In addition, we are subject to market risk related to our net investments in our foreign subsidiaries. The net investment in foreign subsidiaries as of December 31, 2021 was $76.9 million. The impact of such market risk exposures as a result of foreign exchange rate fluctuations has not historically been material to us.

54

Item 8. Financial Statements and Supplementary Data.

Trinity Industries, Inc.

Index to Financial Statements

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)	56
Consolidated Statements of Operations for the years ended December 31, 2021, 2020, and 2019	58
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2021, 2020, and 2019	59
Consolidated Balance Sheets as of December 31, 2021 and 2020	60
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020, and 2019	61
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2021, 2020, and 2019	62
Notes to Consolidated Financial Statements	63

55

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Trinity Industries, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Trinity Industries, Inc. and Subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), cash flows and stockholders' equity for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 17, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

56

Recognition of deferred tax assets and liabilities

Description of the Matter

As more fully described in Note 9 to the consolidated financial statements, at December 31, 2021, the Company recorded gross deferred tax assets related to deductible temporary differences of $110.7 million, offset by a $24.4 million valuation allowance and recorded $1,192.0 million in deferred tax liabilities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases and other tax attributes using currently enacted tax rates. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the provision for income taxes in the period that includes the enactment date. Auditing the Company’s recognition of deferred tax assets and liabilities was complex because the Company is required to identify and evaluate differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases and other tax attributes based on enacted law and tax rates for multiple federal and state tax jurisdictions to determine the amount of such deferred tax assets and liabilities. In addition, a higher degree of auditor judgment was required to evaluate the Company’s deferred income tax provision as a result of the Company’s application of tax law in each jurisdiction.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls that address the risks of material misstatement relating to the recognition of deferred tax assets and liabilities, including controls over the accuracy and completeness of permanent and temporary differences, the valuation of deferred income tax assets and liabilities and changes in tax laws and regulations that may impact the Company’s deferred income tax provision. Among other audit procedures performed, we assessed the completeness and accuracy of deferred tax assets and deferred tax liabilities based on enacted law and tax rates for the appropriate tax jurisdictions to determine the amount of such deferred tax assets and liabilities. In addition, we assessed the reasonableness of the Company’s deferred income tax provision based on application of tax law in each jurisdiction the Company operates in.

/s/ ERNST & YOUNG LLP

We have served as the Company's auditor since 1958.

Dallas, Texas

February 17, 2022

57

Trinity Industries, Inc. and Subsidiaries

Consolidated Statements of Operations

	Year Ended December 31,
	2021		2020		2019
	(in millions, except per share amounts)
Revenues:
Manufacturing	$	781.4	$	948.2	$	1,636.1
Leasing	734.6		801.5		1,116.3
	1,516.0		1,749.7		2,752.4
Operating costs:
Cost of revenues:
Manufacturing	769.9		910.0		1,462.2
Leasing	391.6		417.4		716.2
	1,161.5		1,327.4		2,178.4
Selling, engineering, and administrative expenses:
Manufacturing	32.5		38.6		60.1
Leasing	50.6		51.3		49.5
Other	96.5		99.7		107.4
	179.6		189.6		217.0
Gains on dispositions of property:
Lease portfolio sales (Note 1)	54.1		17.3		50.5
Other	24.1		2.7		3.9
	78.2		20.0		54.4
Impairment of long-lived assets	—		396.4		—
Restructuring activities, net	(3.7)		10.9		14.6
Total operating profit (loss)	256.8		(154.6)		396.8
Other (income) expense:
Interest expense, net	191.4		211.0		214.5
Loss on extinguishment of debt	11.7		5.0		—
Pension plan settlement	(0.6)		151.5		—
Other, net	(0.9)		2.5		1.1
	201.6		370.0		215.6
Income (loss) from continuing operations before income taxes	55.2		(524.6)		181.2
Provision (benefit) for income taxes:
Current	2.8		(512.6)		6.2
Deferred	13.1		238.5		52.6
	15.9		(274.1)		58.8
Income (loss) from continuing operations	39.3		(250.5)		122.4
Income from discontinued operations, net of provision for income taxes of $3.5, $5.5, and $1.7	11.1		24.3		13.7
Gain on sale of discontinued operations, net of provision for income taxes of $51.9, $—, and $—	131.4		—		—
Net income (loss)	181.8		(226.2)		136.1
Net loss attributable to noncontrolling interest	(0.2)		(78.9)		(1.5)
Net income (loss) attributable to Trinity Industries, Inc.	$	182.0	$	(147.3)	$	137.6
Basic earnings per common share:
Income (loss) from continuing operations	$	0.39	$	(1.48)	$	0.98
Income from discontinued operations	1.40		0.21		0.11
Basic net income (loss) attributable to Trinity Industries, Inc.	$	1.79	$	(1.27)	$	1.09
Diluted earnings per common share:
Income (loss) from continuing operations	$	0.38	$	(1.48)	$	0.96
Income from discontinued operations	1.37		0.21		0.11
Diluted net income (loss) attributable to Trinity Industries, Inc.	$	1.75	$	(1.27)	$	1.07
Weighted average number of shares outstanding:
Basic	101.5		115.9		125.6
Diluted	103.8		115.9		127.3

See accompanying notes to Consolidated Financial Statements.

58

Trinity Industries, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Net income (loss)	$	181.8	$	(226.2)	$	136.1
Other comprehensive income (loss):
Derivative financial instruments:
Unrealized gains (losses) arising during the period, net of tax benefit (expense) of $(2.8), $5.9, and $3.8	9.2		(19.4)		(12.8)
Reclassification adjustments for losses included in net income (loss), net of tax benefit of $1.2, $3.5, and $0.8	5.4		12.9		4.5
Defined benefit plans:
Settlement of pension plan, net of tax benefit of $—, $34.9, and $—	—		116.6		—
Unrealized gains (losses) arising during the period, net of tax (benefit) expense of $0.1, $2.7, and $(9.0)	0.3		7.7		(30.2)
Amortization of prior service cost, net of tax benefit of $—, $0.3, and $—	—		0.9		—
Amortization of net actuarial losses, net of tax benefit of $0.1, $1.3, and $1.1	0.2		4.7		3.5
	15.1		123.4		(35.0)
Comprehensive income (loss)	196.9		(102.8)		101.1
Less: comprehensive income (loss) attributable to noncontrolling interest	1.0		(77.7)		(0.2)
Comprehensive income (loss) attributable to Trinity Industries, Inc.	$	195.9	$	(25.1)	$	101.3

See accompanying notes to Consolidated Financial Statements.

59

Trinity Industries, Inc. and Subsidiaries

Consolidated Balance Sheets

	December 31, 2021		December 31, 2020
	(in millions)
ASSETS
Cash and cash equivalents	$	167.3	$	132.0
Receivables, net of allowance of $15.6 and $14.1	227.6		164.4
Income tax receivable	5.4		445.8
Inventories:
Raw materials and supplies	278.4		165.0
Work in process	91.6		47.9
Finished goods	62.9		72.3
	432.9		285.2
Restricted cash, including partially-owned subsidiaries of $58.6 and $31.1	135.1		96.4
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $1,927.7 and $1,931.6	9,105.6		9,087.2
Less accumulated depreciation, including partially-owned subsidiaries of $568.4 and $525.7	(2,258.7)		(2,118.4)
	6,846.9		6,968.8
Goodwill	154.2		147.2
Assets of discontinued operations	—		178.5
Other assets	266.5		283.5
Total assets	$	8,235.9	$	8,701.8
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	206.4	$	146.1
Accrued liabilities	307.4		310.0
Debt:
Recourse	398.7		448.2
Non-recourse:
Wholly-owned subsidiaries	3,555.8		3,340.5
Partially-owned subsidiaries	1,216.1		1,228.3
	5,170.6		5,017.0
Deferred income taxes	1,106.8		1,047.5
Liabilities of discontinued operations	—		18.5
Other liabilities	147.9		146.7
Total liabilities	6,939.1		6,685.8
Preferred stock – 1.5 shares authorized and unissued	—		—
Common stock – shares authorized at December 31, 2021 and 2020 – 400.0; shares issued and outstanding at December 31, 2021 – 83.3; at December 31, 2020 – 111.2	0.8		1.1
Capital in excess of par value	—		—
Retained earnings	1,046.6		1,769.4
Accumulated other comprehensive loss	(17.0)		(30.9)
Treasury stock – shares at December 31, 2021 – 0.0; at December 31, 2020 – 0.1	(0.6)		(0.8)
	1,029.8		1,738.8
Noncontrolling interest	267.0		277.2
Total stockholders' equity	1,296.8		2,016.0
Total liabilities and stockholders' equity	$	8,235.9	$	8,701.8

See accompanying notes to Consolidated Financial Statements.

60

Trinity Industries, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Operating activities:
Net income (loss)	$	181.8	$	(226.2)	$	136.1
Income from discontinued operations, net of income taxes	(11.1)		(24.3)		(13.7)
Gain on sale of discontinued operations, net of income taxes	(131.4)		—		—
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	265.7		258.5		276.5
Stock-based compensation expense	20.7		25.4		27.8
Provision for deferred income taxes	13.1		238.5		52.6
Net gains on lease portfolio sales	(54.1)		(17.3)		(50.5)
Gains on dispositions of property and other assets	(20.0)		(5.3)		(3.9)
Gains on insurance recoveries from property damage	(7.8)		—		—
Pension plan settlement	—		151.5		—
Impairment of long-lived assets	—		396.4		—
Non-cash impact of restructuring activities	—		5.3		10.9
Non-cash interest expense	13.7		13.7		16.7
Loss on early extinguishment of debt	11.7		5.0		—
Other	(3.1)		0.1		(4.3)
Changes in operating assets and liabilities:
(Increase) decrease in receivables	(64.3)		61.6		11.7
(Increase) decrease in income tax receivable	440.4		(441.5)		25.7
(Increase) decrease in inventories	(147.7)		106.4		87.4
(Increase) decrease in other assets	11.4		146.1		(114.5)
Increase (decrease) in accounts payable	59.2		(50.4)		(10.4)
Increase (decrease) in accrued liabilities	36.5		(30.4)		(78.6)
Increase (decrease) in other liabilities	0.9		8.9		(4.1)
Net cash provided by operating activities – continuing operations	615.6		622.0		365.4
Net cash provided by (used in) operating activities – discontinued operations	(3.8)		29.7		28.2
Net cash provided by operating activities	611.8		651.7		393.6
Investing activities:
Proceeds from dispositions of property and other assets	40.5		32.7		20.0
Proceeds from lease portfolio sales	454.3		138.7		205.7
Capital expenditures – leasing, net of sold lease fleet railcars owned one year or less with a net cost of $54.0 and $319.3 for the years ended December 31, 2020 and 2019, respectively	(547.2)		(602.2)		(1,122.2)
Capital expenditures – manufacturing and other	(23.6)		(95.9)		(88.0)
Acquisitions, net of cash acquired	(16.6)		—		—
Proceeds from insurance recoveries	9.5		—		—
Other	0.1		—		—
Net cash used in investing activities – continuing operations	(83.0)		(526.7)		(984.5)
Proceeds from sale of discontinued operations	364.7		—		—
Net cash used in investing activities – discontinued operations	(5.4)		(6.2)		(8.8)
Net cash provided by (used in) investing activities	276.3		(532.9)		(993.3)
Financing activities:
Payments to retire debt	(2,315.8)		(1,442.9)		(1,724.1)
Proceeds from issuance of debt	2,444.1		1,561.4		2,567.8
Shares repurchased	(833.4)		(191.3)		(224.7)
Dividends paid to common shareholders	(88.5)		(91.7)		(82.1)
Purchase of shares to satisfy employee tax on vested stock	(9.3)		(9.5)		(8.2)
Contributions from (distributions to) noncontrolling interest	(11.2)		6.1		(2.2)
Other	—		(0.1)		—
Net cash provided by (used in) financing activities	(814.1)		(168.0)		526.5
Net increase (decrease) in cash, cash equivalents, and restricted cash	74.0		(49.2)		(73.2)
Cash, cash equivalents, and restricted cash at beginning of period	228.4		277.6		350.8
Cash, cash equivalents, and restricted cash at end of period	$	302.4	$	228.4	$	277.6
Supplemental disclosure of cash flow information:
Interest paid	$	178.4	$	205.5	$	208.1
Income tax refunds, net of payments	$	435.7	$	62.5	$	16.7

See accompanying notes to Consolidated Financial Statements.

61

Trinity Industries, Inc. and Subsidiaries

Consolidated Statements of Stockholders' Equity

	Common Stock			Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock			Trinity Stockholders’ Equity		Noncontrolling Interest		Total Stockholders’ Equity
	Shares	$0.01 Par Value								Shares	Amount
	(in millions, except par value and per common share amounts)
Balances at December 31, 2018	133.3	$	1.3	$	1.2	$	2,326.1	$	(116.8)	(0.1)	$	(1.0)	$	2,210.8	$	351.2	$	2,562.0
Net income (loss)	—	—		—		137.6		—		—	—		137.6		(1.5)		136.1
Other comprehensive income (loss)	—	—		—		—		(36.3)		—	—		(36.3)		1.3		(35.0)
Cash dividends declared on common stock (1)	—	—		—		(88.2)		—		—	—		(88.2)		—		(88.2)
Distributions to noncontrolling interest	—	—		—		—		—		—	—		—		(2.2)		(2.2)
Stock-based compensation expense	—	—		27.8		—		—		—	—		27.8		—		27.8
Settlement of share-based awards, net	0.7	—		4.2		—		—		(0.6)	(11.3)		(7.1)		—		(7.1)
Shares repurchased	—	—		70.0		—		—		(13.7)	(294.7)		(224.7)		—		(224.7)
Retirement of treasury stock	(14.3)	(0.1)		(103.2)		(202.8)		—		14.3	306.1		—		—		—
Cumulative effect of adopting new accounting standards	—	—		—		13.7		—		—	—		13.7		—		13.7
Other	—	—		—		(3.5)		—		—	—		(3.5)		—		(3.5)
Balances at December 31, 2019	119.7	$	1.2	$	—	$	2,182.9	$	(153.1)	(0.1)	$	(0.9)	$	2,030.1	$	348.8	$	2,378.9
Net loss	—	—		—		(147.3)		—		—	—		(147.3)		(78.9)		(226.2)
Other comprehensive income	—	—		—		—		122.2		—	—		122.2		1.2		123.4
Cash dividends declared on common stock (1)	—	—		—		(90.7)		—		—	—		(90.7)		—		(90.7)
Contributions from noncontrolling interest	—	—		—		—		—		—	—		—		6.1		6.1
Stock-based compensation expense	—	—		25.4		—		—		—	—		25.4		—		25.4
Settlement of share-based awards, net	1.5	—		5.1		—		—		(0.7)	(13.9)		(8.8)		—		(8.8)
Shares repurchased	—	—		—		—		—		(9.3)	(193.1)		(193.1)		—		(193.1)
Retirement of treasury stock	(10.0)	(0.1)		(30.5)		(176.5)		—		10.0	207.1		—		—		—
Cumulative effect of adopting new accounting standards	—	—		—		0.5		—		—	—		0.5		—		0.5
Other	—	—		—		0.5		—		—	—		0.5		—		0.5
Balances at December 31, 2020	111.2	$	1.1	$	—	$	1,769.4	$	(30.9)	(0.1)	$	(0.8)	$	1,738.8	$	277.2	$	2,016.0
Net income (loss)	—	—		—		182.0		—		—	—		182.0		(0.2)		181.8
Other comprehensive income	—	—		—		—		13.9		—	—		13.9		1.2		15.1
Cash dividends declared on common stock (1)	—	—		—		(84.3)		—		—	—		(84.3)		—		(84.3)
Distributions to noncontrolling interest	—	—		—		—		—		—	—		—		(11.2)		(11.2)
Stock-based compensation expense	—	—		20.7		—		—		—	—		20.7		—		20.7
Settlement of share-based awards, net	1.2	—		4.3		(0.5)		—		(0.5)	(13.5)		(9.7)		—		(9.7)
Shares repurchased	—	—		—		—		—		(25.2)	(706.6)		(706.6)		—		(706.6)
Accelerated share repurchase agreement	—	—		(25.0)		—		—		(3.3)	(100.0)		(125.0)		—		(125.0)
Retirement of treasury stock	(29.1)	(0.3)		—		(820.0)		—		29.1	820.3		—		—		—
Balances at December 31, 2021	83.3	$	0.8	$	—	$	1,046.6	$	(17.0)	—	$	(0.6)	$	1,029.8	$	267.0	$	1,296.8

(1) Dividends of $0.86, $0.78, and $0.70 per common share for the years ended December 31, 2021, 2020, and 2019, respectively.

See accompanying notes to Consolidated Financial Statements.

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Trinity Industries, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies

Principles of Consolidation

The financial statements of Trinity Industries, Inc. and its consolidated subsidiaries (“Trinity,” “Company,” “we,” “our,” or "us") include the accounts of its wholly-owned subsidiaries and its partially-owned subsidiaries, TRIP Rail Holdings LLC ("TRIP Holdings") and RIV 2013 Rail Holdings LLC ("RIV 2013"), in which we have a controlling interest. All significant intercompany accounts and transactions have been eliminated. Certain prior year balances have been reclassified to conform to the 2021 presentation.

Sale of Highway Products Business

In the fourth quarter of 2021, the Company completed the sale of Trinity Highway Products, LLC (“THP”), a wholly-owned subsidiary of the Company, and certain direct and indirect subsidiaries of THP, to Rush Hour Intermediate II, LLC ("Rush Hour"), an entity owned by an affiliated investment fund of Monomoy Capital Partners, for an aggregate purchase price of $375.0 million, subject to certain adjustments. THP is a leading manufacturer and global supplier of commercial highway products.

We concluded that the sale of THP represented a strategic shift that would have a major effect on the Company’s operations and financial results. Accordingly, we have presented the operating results and cash flows of THP as discontinued operations for all periods in this 2021 Annual Report on Form 10-K. Results of prior periods have been recast to reflect these changes and present results on a comparable basis. See Note 2 for further information related to the sale of THP.

Revenue Recognition

Revenue is measured based on the allocation of the transaction price in a contract to satisfied performance obligations. The transaction price does not include any amounts collected on behalf of third parties. We recognize revenue when we satisfy a performance obligation by transferring control over a product or service to a customer. Payments for our products and services are generally due within normal commercial terms. The following is a description of principal activities from which we generate our revenue, separated by reportable segments. See Note 4 for a further discussion regarding our reportable segments.

Railcar Leasing and Management Services Group

In our Railcar Leasing and Management Services Group ("Leasing Group"), revenue from rentals and operating leases, including contracts that contain non-level fixed lease payments, is recognized monthly on a straight-line basis. Leases not classified as operating leases are generally considered sales-type leases as a result of an option to purchase.

We review our operating lease receivables for collectibility on a regular basis, taking into consideration changes in factors such as the lessee’s payment history, the financial condition of the lessee, and business and economic conditions in the industry in which the lessee operates. In the event that the collectibility of a receivable with respect to any lessee is no longer probable, we derecognize the revenue and related receivable and recognize future revenue only when the lessee makes a rental payment. Contingent rents are recognized when the contingency is resolved.

Selling profit or loss associated with sales-type leases is recognized upon lease commencement, and a net investment in the sales-type lease is recorded on the Consolidated Balance Sheet. Interest income related to sales-type leases is recognized over the lease term using the effective interest method. We had no sales-type leases as of December 31, 2021 and 2020.

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During the fourth quarter of 2020, we began presenting sales from our lease fleet in the Leasing Group on a net basis regardless of the age of railcar that is sold. Historically, in accordance with ASC 606, Revenue from contracts with customers, we presented sales of railcars from the lease fleet on a gross basis in Revenues – Leasing and Cost of revenues – Leasing in our Consolidated Statements of Operations if the railcars had been owned for one year or less at the time of sale. Sales of railcars from the lease fleet owned for more than one year had historically been presented as a net gain or loss from the disposal of a long-term asset. We now report all sales of railcars from the lease fleet as a net gain or loss from the disposal of a long-term asset in accordance with ASC 610-20, Gains and losses from the derecognition of non-financial assets. These sales are presented in the Lease portfolio sales line in our Consolidated Statements of Operations; however, because this change in presentation was effected on a prospective basis beginning in the fourth quarter of 2020, lease portfolio sales for the years ended December 31, 2020 and 2019 only include sales of railcars from the lease fleet owned for more than one year. There were no lease portfolio sales during the fourth quarter of 2020. We have concluded that this presentation is appropriate given the significant change in the strategic focus of the Company. The presentation change had no effect on the Company’s operating profit, net income, earnings per share, or Consolidated Balance Sheet.

We account for shipping and handling costs as activities to fulfill the promise to transfer the good; as such, these fees are recorded in revenue. The fees and costs of shipping and handling activities are accrued when the related performance obligation has been satisfied.

Rail Products Group

Our railcar manufacturing business recognizes revenue when the customer has submitted its certificate of acceptance and legal title of the railcar has passed to the customer. Certain contracts for the sales of railcars include price adjustments based on steel-price indices; this amount represents variable consideration for which we are unable to estimate the final consideration until the railcar is delivered.

Within our maintenance services business, revenue is recognized over time as repair and maintenance projects are completed, using an input approach based on the costs incurred relative to the total estimated costs of performing the project. We recorded contract assets of $4.5 million and $4.4 million as of December 31, 2021 and 2020, respectively, related to unbilled revenues recognized on repair and maintenance services that have been performed, but for which the entire project has not yet been completed, and the railcar has not yet been shipped to the customer. These contract assets are included within the Receivables, net of allowance line in our Consolidated Balance Sheets.

Unsatisfied Performance Obligations

The following table includes estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied or partially satisfied as of December 31, 2021 and the percentage of the outstanding performance obligations as of December 31, 2021 expected to be delivered during 2022:

	Unsatisfied performance obligations at December 31, 2021
	Total Amount		Percent expected to be delivered in 2022
	(in millions)
Rail Products Group:
New railcars:
External customers	$	1,018.1
Leasing Group	498.7
	$	1,516.8	69.1	%
Sustainable railcar conversions (1)	$	111.5	95.7	%
Maintenance services	$	3.0	100.0	%
Railcar Leasing and Management Services Group	$	71.3	21.7	%

(1) During 2021, the Rail Products Group introduced a sustainable railcar conversion program whereby certain tank cars and freight cars are converted or upgraded to better meet changing market demands.

The remainder of the unsatisfied performance obligations for the Rail Products Group is expected to be delivered through 2025. The orders in the Rail Products Group's 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 choose to change their procurement decision.

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Unsatisfied performance obligations for the Railcar Leasing and Management Services Group are related to servicing, maintenance, and management agreements and are expected to be performed through 2029.

Lease Accounting

Lessee

We are the lessee of operating leases predominantly for railcars, as well as office buildings, manufacturing equipment, and office equipment. Our operating leases have remaining lease terms ranging from one year to fifteen years, some of which include options to extend for up to five years, and some of which include options to terminate within one year. As of December 31, 2021, we had no material finance leases in which we were the lessee. Certain of our operating leases include lease incentives, which reduce the right-of-use asset and are recognized on a straight-line basis over the lease term. As applicable, the lease liability is also reduced by the amount of lease incentives that have not yet been reimbursed by the lessor.

The following table summarizes the impact of our operating leases on our Consolidated Financial Statements (in millions, except lease term and discount rate):

	Year Ended December 31,
	2021		2020			2019
Consolidated Statement of Operations
Operating lease expense	$	15.2	$	15.1		$	17.4
Short-term lease expense	$	0.2	$	2.1		$	4.1
Consolidated Statement of Cash Flows
Cash flows from operating activities	$	15.2	$	15.1		$	17.4
Right-of-use assets recognized in exchange for new lease liabilities (1)	$	23.0	$	54.5		$	8.5
			December 31, 2021			December 31, 2020
Consolidated Balance Sheet
Right-of-use assets (2)			$	82.8		$	73.5
Lease liabilities (3)			$	106.3		$	93.5
Weighted average remaining lease term			10.8 years			11.3 years
Weighted average discount rate			3.0		%	3.3		%

(1) Includes the commencement of the new headquarters facility for the year ended December 31, 2020.

(2) Included in other assets in our Consolidated Balance Sheets.

(3) Included in other liabilities in our Consolidated Balance Sheets.

Future contractual minimum operating lease liabilities will mature as follows (in millions):

	Leasing Group		Non-Leasing Group		Total
2022	$	10.9	$	7.2	$	18.1
2023	9.1		7.2		16.3
2024	5.6		6.2		11.8
2025	3.8		5.6		9.4
2026	3.5		5.2		8.7
Thereafter	4.1		56.7		60.8
Total operating lease payments	$	37.0	$	88.1	$	125.1
Less: Present value adjustment					(18.8)
Total operating lease liabilities					$	106.3

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Lessor

Our Leasing Group enters into railcar operating leases with third parties with terms generally ranging between one year and ten years. The majority of our fleet operates on leases that earn fixed monthly lease payments. Generally, lease payments are due at the beginning of the applicable month. A portion of our fleet operates on per diem leases that earn usage-based variable lease payments. Some of our leases include options to extend the leases for up to five years, and a small percentage of our leases include early termination options with certain notice requirements and early termination penalties. As of December 31, 2021, non-Leasing Group operating leases were not significant, and we had no sales-type leases and no direct finance leases.

We manage risks associated with residual values of leased railcars by investing across a diverse portfolio of railcar types, staggering lease maturities within any given railcar type, avoiding concentration of railcar type and industry, and actively participating in secondary markets. Additionally, our lease agreements contain normal wear and tear return condition provisions and high mileage thresholds designed to protect the value of our residual assets. Our lease agreements do not contain any material residual value guarantees or restrictive covenants.

The following table summarizes the impact of our leases in our Consolidated Statement of Operations (in millions):

	Year Ended December 31,
	2021		2020		2019
Operating lease revenues	$	652.5	$	671.4	$	676.3
Variable operating lease revenues	$	54.2	$	51.0	$	50.5
Sales-type lease revenues	$	—	$	—	$	160.5
Interest income on sales-type lease receivables	$	—	$	—	$	2.4
Profit recognized at sales-type lease commencement	$	—	$	—	$	19.0

Future contractual minimum revenues for operating leases will mature as follows (in millions)(1):

2022	$	546.5
2023	411.5
2024	307.5
2025	219.9
2026	140.0
Thereafter	260.2
Total	$	1,885.6

(1) Total contractual minimum rental revenues on operating leases relates to our wholly-owned and partially-owned subsidiaries and sub-lease rental revenues associated with the Leasing Group's operating lease obligations.

Income Taxes

The liability method is used to account for income taxes. Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized.

We regularly evaluate the likelihood of realization of tax benefits derived from positions we have taken in various federal and state filings after consideration of all relevant facts, circumstances, and available information. For those tax positions that are deemed more likely than not to be sustained, we recognize the benefit we believe is cumulatively greater than 50% likely to be realized. To the extent that we were to prevail in matters for which accruals have been established or be required to pay amounts in excess of recorded reserves, the effective tax rate in a given financial statement period could be materially impacted.

Financial Instruments

We consider all highly liquid debt instruments to be either cash and cash equivalents if purchased with a maturity of three months or less, or short-term marketable securities if purchased with a maturity of more than three months and less than one year.

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Financial instruments that potentially subject us to a concentration of credit risk are primarily cash investments including restricted cash and receivables. We place our cash investments in bank deposits, investment grade, short-term debt instruments, and highly-rated commercial paper. We limit the amount of credit exposure to any one commercial issuer. The carrying values of cash, receivables, and accounts payable are considered to be representative of their respective fair values.

Concentrations of credit risk with respect to receivables are limited due to control procedures that monitor the credit worthiness of customers, the large number of customers in our customer base, and their dispersion across different end markets and geographic areas. Receivables are generally evaluated at a portfolio level based on these characteristics. As receivables are generally unsecured, we maintain an allowance for credit losses using a forward-looking approach based on historical losses and consideration of current and expected future economic conditions. Historically, we have observed that the likelihood of loss increases when receivables have aged beyond 180 days. When a receivable is deemed uncollectible, the write-off is recorded as a reduction to allowance for credit losses. The balance of the allowance for credit losses that are in the scope of ASC 326, Financial Instruments – Credit Losses was $10.5 million and $9.0 million at December 31, 2021 and 2020, respectively. This balance excludes the general reserve for operating lease receivables that is permitted under ASC 450, Contingencies.

Inventories

Inventories are valued at the lower of cost or net realizable value. Cost is determined principally on the first in first out method. Work in process and finished goods include material, labor, and overhead.

Property, Plant, and Equipment

Property, plant, and equipment are stated at cost and depreciated over their estimated useful lives using the straight-line method. The costs of ordinary maintenance and repair are charged to operating costs. The estimated useful lives are as follows:

Buildings and improvements	3 – 30 years
Leasehold improvements	Generally over the term of the lease
Machinery and equipment	2 – 10 years
Information systems hardware and software	2 – 5 years
Railcars in our lease fleet	Generally 35 – 40 years

In early 2020, we finalized an assessment of the estimated useful lives and salvage value assumptions for the railcars in our lease fleet. Based upon analysis of historical fleet data, review of industry standards, and consideration of certain economic factors by railcar type, we determined that it was appropriate to revise the useful lives and salvage values of certain railcar types in our lease fleet. The net impact of these changes, which took effect January 1, 2020, resulted in a change in the weighted average useful life from approximately 34 years to approximately 37 years. This change was accounted for as a change in accounting estimate, which is required to be accounted for on a prospective basis. For the years ended December 31, 2021 and 2020, this change in estimate resulted in a decrease in depreciation expense and a corresponding increase in income from continuing operations of approximately $30.8 million, as well as an increase in net income of approximately $23.7 million. Further, earnings per share increased $0.23 and $0.20 per share for the years ended December 31, 2021 and 2020, respectively. See Note 11 for further information regarding impairment of long-lived assets related to our small cube covered hopper railcars recorded in the year ended December 31, 2020.

Impairment of Long-lived Assets

We periodically evaluate the carrying value of long-lived assets for potential impairment. The carrying value of long-lived assets is considered impaired when their carrying value is not recoverable through undiscounted future cash flows and the fair value of the assets is less than their carrying value. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risks involved or market quotes as available. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced by the estimated cost to dispose of the assets. During the year ended December 31, 2020, we recorded impairments of long-lived assets totaling $396.4 million, which included $369.4 million related to our small cube covered hopper railcars, $15.2 million related to the planned divestiture of certain non-strategic maintenance facilities, and $11.8 million related to investments in certain emerging technologies. See Note 11 for more information, including a description of the key assumptions and other significant management judgments utilized in these impairment analyses. Based on our evaluations, no impairment charges were determined to be necessary on assets held and used as of December 31, 2021.

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Assets Held for Sale

We classify our facilities as assets held for sale at the time management commits to a plan to sell the facility, and the sale is expected to be completed within one year. Assets held for sale are recorded at fair value, less any costs to sell, and are no longer subject to depreciation. As of December 31, 2021 and 2020, assets held for sale totaling $6.2 million and $32.9 million, respectively, are included in the other assets line of our Consolidated Balance Sheets. During the fourth quarter of 2021, we sold our prior corporate headquarters facility, which was previously classified as held for sale as of December 31, 2020.

Acquisitions

In January 2021, we completed the acquisition of a company that owns and operates proprietary railcar cleaning technology systems. This transaction was recorded as a business combination within the Rail Products Group, based on valuations of the acquired assets and liabilities at their acquisition date fair value using Level 3 inputs. The acquisition did not have a significant impact on our Consolidated Financial Statements. This transaction resulted in goodwill of $7.0 million and intellectual property of $11.3 million, which will be amortized over fifteen years. There was no acquisition activity for the year ended December 31, 2020.

Goodwill and Intangible Assets

Goodwill is required to be tested for impairment at least annually, or on an interim basis if events or circumstances change indicating that the carrying amount of the goodwill might be impaired. We have the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment assessment. If, after assessing the totality of events and circumstances, we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company will perform the quantitative impairment test. We can also elect to forgo the qualitative assessment and perform the quantitative test. The quantitative goodwill impairment test compares the reporting unit's estimated fair value with the carrying amount of its net assets. An impairment is recognized if the reporting unit's recorded net assets exceed its fair value. Impairment is assessed at the reporting unit level by applying a fair value-based test for each unit with recorded goodwill. The estimates and judgments that most significantly affect the fair value calculations are assumptions, consisting of level three inputs, related to revenue and operating profit results, discount rates, terminal growth rates and exit multiples. As of December 31, 2021 and 2020, our annual impairment test of goodwill was completed at the reporting unit level, and no impairment charges were determined to be necessary.

Goodwill by segment is as follows:

	December 31, 2021		December 31, 2020
	(in millions)
Railcar Leasing and Management Services Group	$	1.8	$	1.8
Rail Products Group	152.4		145.4
	$	154.2	$	147.2

The net book value of intangible assets totaled $28.1 million and $8.9 million as of December 31, 2021 and 2020, respectively, which are finite-lived intangible assets amortized over their estimated useful lives ranging from one year to fifteen years. Based on our evaluations of intangible assets, no impairment charges were determined to be necessary as of December 31, 2021 and 2020.

Restricted Cash

Restricted cash consists of cash and cash equivalents held either as collateral for our non-recourse debt and lease obligations or as security for the performance of certain product sales agreements. As such, they are restricted in use.

Investments in Affiliates

We continuously evaluate our investments and other contractual arrangements with third party entities to determine if our variable interests are considered a variable interest entity ("VIE"). Consolidation is required for VIEs in which we are the primary beneficiary. We have determined that we are the primary beneficiary for TRIP Holdings and RIV 2013. At December 31, 2021, the carrying value of our investment in TRIP Holdings and RIV 2013 totaled $141.4 million. See Note 5 for further information regarding our partially-owned leasing subsidiaries.

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Other Investments

In August 2021, the Company and Wafra, Inc. announced a new railcar investment vehicle ("RIV") program between Trinity and certain funds managed by Wafra, Inc. ("Wafra Funds"). The joint venture created as part of this program, known as Signal Rail Holdings LLC ("Signal Rail"), is owned 90% by Wafra Funds and 10% by our wholly-owned subsidiary, Trinity Industries Leasing Company ("TILC"). Upon consideration under the VIE model, Trinity has concluded that Signal Rail meets the definition of a VIE; however, Trinity is not the primary beneficiary and therefore does not consolidate this entity as we do not have the power to direct the activities of the entity that most significantly impact its economic performance. Our investment in Signal Rail is being accounted for under the equity method of accounting. At December 31, 2021, the carrying value of TILC’s equity investment in Signal Rail was $6.3 million, which is included in other assets in our Consolidated Balance Sheet.

We hold certain other investments for which we do not have a controlling financial interest but have a significant influence over the financial and operating policies. The carrying values of our equity method investments totaled approximately $4.4 million and $4.0 million as of December 31, 2021 and 2020, respectively.

Insurance

We are effectively self-insured for workers' compensation and employee health care claims. A third party administrator is used to process claims. We accrue our workers' compensation and group medical liabilities based upon independent actuarial studies. These liabilities are calculated based upon loss development factors, which contemplate a number of variables, including claims history and expected trends.

Warranties

We provide various express, limited product warranties that generally range from one year to five years depending on the product. The warranty costs are estimated using a two-step approach. First, an engineering estimate is made for the cost of all claims that have been asserted by customers. Second, based on historical claims experience, a cost is accrued for all products still within a warranty period for which no claims have been filed. We provide for the estimated cost of product warranties at the time revenue is recognized related to products covered by warranties and assess the adequacy of the resulting reserves on a quarterly basis. The changes in the accruals for warranties for the years ended December 31, 2021, 2020, and 2019 are as follows:

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Beginning balance	$	11.3	$	7.5	$	6.8
Warranty costs incurred	(7.4)		(2.0)		(3.4)
Warranty originations and revisions	0.1		6.0		4.1
Warranty expirations	(0.9)		(0.2)		—
Ending balance	$	3.1	$	11.3	$	7.5

Foreign Currency Transactions

The functional currency of our Mexico operations is the United States dollar. Certain transactions in Mexico occur in currencies other than the United States dollar. The impact of foreign currency fluctuations on these transactions is recorded in other, net (income) expense in our Consolidated Statement of Operations.

Other Comprehensive Income (Loss)

Other comprehensive net income (loss) consists of foreign currency translation adjustments, unrealized gains and losses on our derivative financial instruments, and the net actuarial gains and losses of our defined benefit plans, the sum of which, together with net income (loss), constitutes comprehensive income (loss). See Note 12. All components are shown net of tax.

Management's Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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Note 2. Discontinued Operations

Sale of Highway Products Business

In the fourth quarter of 2021, we completed the sale of our highway products business, THP. The sale closed on December 31, 2021, and we received net proceeds of approximately $364.7 million, after certain adjustments and closing costs. Substantially all of the proceeds from the sale were used to return capital to stockholders. We recorded a gain of $183.3 million ($131.4 million, net of income taxes), which is net of related transaction costs of approximately $14.7 million. These transaction costs primarily relate to investment banking fees and professional fees associated with various legal, accounting, and tax matters related to the sale.

We concluded that the sale of THP represented a strategic shift that would have a major effect on the Company’s operations and financial results. Accordingly, we have presented the operating results and cash flows of THP as discontinued operations for all periods in this 2021 Annual Report on Form 10-K.

In connection with the sale, Trinity and Rush Hour entered into various agreements to effect the distribution and provide a framework for their relationship after the separation, including a purchase and sale agreement, a transition services agreement, and a lease agreement. These agreements have various durations ranging between one and eighteen months. We have determined that the continuing cash flows generated by these agreements do not constitute significant continuing involvement in the operations of THP. The amount billed for transition services provided under the above agreements is not expected to be material to our results of operations. Additionally, in connection with the sale of THP, the Company has agreed to indemnify Rush Hour for certain liabilities related to the highway products business, including certain liabilities resulting from or arising out of the ET-Plus® System, a highway guardrail end-terminal system (the “ET Plus”). Consequently, results from discontinued operations below include certain legal expenses that were directly attributable to the highway products business, which were previously reported in continuing operations. In the table below, selling, engineering, and administrative expenses for the year ended December 31, 2021 include a pre-tax $23.9 million litigation charge recorded for the Missouri class action based on the Company's assessment that a settlement is probable. Similar expenses incurred in the future related to these retained obligations will likewise be reported in discontinued operations. See Note 15 for further information regarding obligations retained in connection with the THP sale.

The following is a summary of THP's operating results included in income from discontinued operations for the years ended December 31, 2021, 2020, and 2019:

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Revenues	$	296.5	$	249.7	$	252.7
Cost of revenues	216.6		178.7		181.6
Selling, engineering, and administrative expenses	65.3		41.2		51.5
Restructuring activities	—		0.1		0.1
Other income	—		(0.3)		—
Income from discontinued operations before income taxes	14.6		30.0		19.5
Provision for income taxes	2.7		5.6		2.7
Income from discontinued operations, net of income taxes	$	11.9	$	24.4	$	16.8

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The following is a summary of THP's assets and liabilities attributable to discontinued operations, which were included in our Consolidated Balance Sheet as of December 31, 2020:

	December 31,
	2020
	(in millions)
Assets:
Receivables, net of allowance	$	34.6
Inventories	36.0
Property, plant, and equipment, net	34.6
Goodwill	61.6
Other assets	11.7
Total assets, discontinued operations	$	178.5
Liabilities:
Accounts payable	$	10.3
Accrued liabilities	4.7
Other liabilities	3.5
Total liabilities, discontinued operations	$	18.5

Spin-off of Arcosa

In November 2018, we completed the spin-off of Arcosa, Inc ("Arcosa"). Upon completion of the spin-off transaction, the accounting requirements for reporting Arcosa as a discontinued operation were met, and, accordingly, Arcosa's historical results have been presented as discontinued operations for the periods presented herein. The following is a summary of Arcosa's operating results included in income from discontinued operations for the years ended December 31, 2021, 2020, and 2019:

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Revenues	$	—	$	—	$	—
Cost of revenues	—		—		—
Selling, engineering, and administrative expenses	—		0.2		4.1
Other (income) expense	—		—		—
Loss from discontinued operations before income taxes	—		(0.2)		(4.1)
Provision (benefit) for income taxes	0.8		(0.1)		(1.0)
Loss from discontinued operations, net of income taxes	$	(0.8)	$	(0.1)	$	(3.1)

Note 3. Derivative Instruments and Fair Value Measurements

Derivative Instruments

We use derivative instruments to mitigate the impact of changes in interest rates, both in anticipation of future debt issuances and to offset interest rate variability of certain floating rate debt issuances outstanding. We also use derivative instruments to mitigate the impact of changes in foreign currency exchange rates. Derivative instruments that are designated and qualify as cash flow hedges are accounted for by recording the effective portion of the gain or loss on the derivative instrument in accumulated other comprehensive loss ("AOCL") as a separate component of stockholders' equity. These accumulated gains or losses are reclassified into earnings in the periods during which the hedged transactions affect earnings. We continuously monitor our derivative positions and the credit ratings of our counterparties and do not anticipate losses due to non-performance. See Note 8 for a description of our debt instruments.

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Interest Rate Hedges

					Included in accompanying balance sheet at December 31, 2021
							AOCL – loss/(income)
	Notional Amount		Interest Rate (1)		Asset/(Liability)		Controlling Interest		Noncontrolling Interest
	(in millions, except %)
Expired hedges:
2018 secured railcar equipment notes	$	249.3	4.41	%	$	—	$	0.6	$	—
TRIP Holdings warehouse loan	$	788.5	3.60	%	$	—	$	0.6	$	0.7
2017 promissory notes – interest rate cap	$	169.3	3.00	%	$	—	$	(0.4)	$	—
Open hedge:
2017 promissory notes – interest rate swap	$	461.3	2.66	%	$	(21.0)	$	20.5	$	—

(1) Weighted average fixed interest rate, except for the interest rate cap on the 2017 promissory notes.

	Effect on interest expense – increase/(decrease)
	Year Ended December 31,						Expected effect during next twelve months
	2021		2020		2019
	(in millions)
Expired hedges:
2006 secured railcar equipment notes	$	—	$	(0.1)	$	(0.2)	$	—
2018 secured railcar equipment notes	$	0.2	$	0.2	$	0.2	$	0.2
TRIP Holdings warehouse loan	$	1.8	$	2.0	$	2.0	$	1.2
TRIP Master Funding secured railcar equipment notes	$	0.1	$	0.2	$	0.2	$	—
2017 promissory notes – interest rate cap	$	(0.1)	$	(0.1)	$	(0.1)	$	(0.1)
Open hedge (1):
2017 promissory notes – interest rate swap	$	12.3	$	11.0	$	3.1	$	12.3

(1) Based on the fair value of open hedges as of December 31, 2021.

Foreign Currency Hedge

Our exposure related to foreign currency transactions is currently hedged for up to a maximum of twelve months. Information related to our foreign currency hedge is as follows:

		Included in  accompanying balance sheet at December 31, 2021				Effect on cost of revenues – increase/(decrease)
Notional Amount		Asset/(Liability)		AOCL – loss/(income)		Year Ended December 31,						Expected effect during next twelve months(1)
						2021		2020		2019
(in millions)
$	37.5	$	(0.1)	$	0.4	$	(7.7)	$	3.2	$	0.1	$	0.4

(1) Based on the fair value of open hedges as of December 31, 2021.

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Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date. An entity is required to establish a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are listed below.

Level 1 – This level is defined as quoted prices in active markets for identical assets or liabilities. Our cash equivalents and restricted cash are instruments of the U.S. Treasury or highly-rated money market mutual funds. The assets measured as Level 1 in the fair value hierarchy are summarized below:

	Level 1
	December 31, 2021		December 31, 2020
	(in millions)
Assets:
Cash equivalents	$	11.4	$	24.2
Restricted cash	135.1		96.4
Total assets	$	146.5	$	120.6

Level 2 – This level is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Interest rate hedges are valued at exit prices obtained from each counterparty. Foreign currency hedges are valued at exit prices obtained from each counterparty, which are based on currency spot and forward rates and forward points. The assets and liabilities measured as Level 2 in the fair value hierarchy are summarized below:

	Level 2
	December 31, 2021		December 31, 2020
	(in millions)
Assets:
Foreign currency hedge (1)	$	—	$	4.8
Total assets	$	—	$	4.8
Liabilities:
Interest rate hedge (2)	$	21.0	$	45.2
Foreign currency hedge (2)	0.1		—
Total liabilities	$	21.1	$	45.2

(1) Included in other assets in our Consolidated Balance Sheets.

(2) Included in accrued liabilities in our Consolidated Balance Sheets.

Level 3 – This level is defined as unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As of December 31, 2021 and 2020, we have no assets measured as Level 3 in the fair value hierarchy.

See Note 11 for more information regarding the non-recurring fair value measurement considerations during the year ended December 31, 2020 for the impairment charge related to our small cube covered hopper railcars. See Note 8 for the estimated fair values of our debt instruments. The fair values of all other financial instruments are estimated to approximate carrying value.

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Note 4. Segment Information

We report our operating results in two reportable segments: (1) the Railcar Leasing and Management Services Group, which owns and operates a fleet of railcars and provides third-party fleet leasing, management, and administrative services; and (2) the Rail Products Group, which manufactures and sells railcars and related parts and components, and provides railcar maintenance and modification services. Following the sale of THP, which was previously reported within All Other, we have combined the results of the prior Corporate and All Other groupings into a single Corporate and other grouping. The remaining activity previously reported in All Other primarily includes legal, environmental, and maintenance costs associated with non-operating facilities. Results of prior periods have been recast to reflect these changes and present results on a comparable basis.

Gains and losses from the sale of property, plant, and equipment are included in the operating profit of each respective segment. Our Chief Operating Decision Maker ("CODM") regularly reviews the operating results of our reportable segments in order to assess performance and allocate resources. Our CODM does not consider impairment of long-lived assets or restructuring activities when evaluating segment operating results; therefore, impairment of long-lived assets and restructuring activities are not allocated to segment profit or loss.

Sales and related net profits ("deferred profit") from the Rail Products Group to the Leasing Group are recorded in the Rail Products Group and eliminated in consolidation and are reflected in "Eliminations – Lease Subsidiary" in the tables below. Sales between these groups are recorded at prices comparable to those charged to external customers, taking into consideration quantity, features, and production demand. Amortization of deferred profit on railcars sold to the Leasing Group is included in the operating profit of the Leasing Group, resulting in the recognition of depreciation expense based on our original manufacturing cost of the railcars. Lease portfolio sales are included in the Leasing Group, with related gains and losses computed based on the net book value of the original manufacturing cost of the railcars.

The financial information for these segments is shown in the tables below (in millions).

	Year Ended December 31, 2021
	Railcar Leasing and Management Services Group		Rail Products Group		Corporate and other		Eliminations – Lease Subsidiary		Eliminations – Other		Consolidated Total
External revenue	$	734.6	$	781.4	$	—	$	—	$	—	$	1,516.0
Intersegment revenue	0.7		483.4		—		(478.5)		(5.6)		—
Total revenues	$	735.3	$	1,264.8	$	—	$	(478.5)	$	(5.6)	$	1,516.0
Depreciation & amortization	$	226.0	$	33.6	$	6.1	$	—	$	—	$	265.7
Capital expenditures	$	547.2	$	21.3	$	2.3	$	—	$	—	$	570.8

	Year Ended December 31, 2020
	Railcar Leasing and Management Services Group		Rail Products Group		Corporate and other		Eliminations – Lease Subsidiary		Eliminations – Other		Consolidated Total
External revenue	$	801.5	$	948.2	$	—	$	—	$	—	$	1,749.7
Intersegment revenue	0.8		661.3		—		(652.9)		(9.2)		—
Total revenues	$	802.3	$	1,609.5	$	—	$	(652.9)	$	(9.2)	$	1,749.7
Depreciation & amortization	$	214.7	$	35.1	$	8.7	$	—	$	—	$	258.5
Capital expenditures	$	602.2	$	78.5	$	17.4	$	—	$	—	$	698.1

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	Year Ended December 31, 2019
	Railcar Leasing and Management Services Group		Rail Products Group		Corporate and other		Eliminations – Lease Subsidiary		Eliminations – Other		Consolidated Total
External revenue	$	1,116.3	$	1,635.3	$	0.8	$	—	$	—	$	2,752.4
Intersegment revenue	0.9		1,339.5		0.4		(1,331.1)		(9.7)		—
Total revenues	$	1,117.2	$	2,974.8	$	1.2	$	(1,331.1)	$	(9.7)	$	2,752.4
Depreciation & amortization	$	232.2	$	34.1	$	10.2	$	—	$	—	$	276.5
Capital expenditures	$	1,122.2	$	85.6	$	2.4	$	—	$	—	$	1,210.2

The reconciliation of segment operating profit (loss) to consolidated net income (loss) is as follows:

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Operating profit (loss):
Railcar Leasing and Management Services Group	$	350.9	$	353.7	$	406.6
Rail Products Group	4.7		36.3		277.6
Segment Totals	355.6		390.0		684.2
Corporate and other	(84.1)		(99.7)		(107.7)
Impairment of long-lived assets	—		(396.4)		—
Restructuring activities, net	3.7		(10.9)		(14.6)
Eliminations – Lease Subsidiary	(17.2)		(35.2)		(164.7)
Eliminations – Other	(1.2)		(2.4)		(0.4)
Consolidated operating profit (loss)	$	256.8	$	(154.6)	$	396.8
Other (income) expense	201.6		370.0		215.6
Provision (benefit) for income taxes	15.9		(274.1)		58.8
Income from discontinued operations, net of income taxes	11.1		24.3		13.7
Gain on sale of discontinued operations, net of income taxes	131.4		—		—
Net income (loss)	$	181.8	$	(226.2)	$	136.1

Total assets for these segments is shown in the table below.

	December 31, 2021		December 31, 2020
	(in millions)
Railcar Leasing and Management Services Group	$	7,585.4	$	7,652.1
Rail Products Group	1,064.4		858.6
Segment Totals	8,649.8		8,510.7
Corporate and other	365.2		832.9
Assets of discontinued operations	—		178.5
Eliminations – Lease Subsidiary	(779.1)		(820.3)
Total assets	$	8,235.9	$	8,701.8

Corporate and other assets are composed of cash and cash equivalents, short-term marketable securities, income tax receivable, notes receivable, certain property, plant, and equipment, and other assets.

We operate principally in North America. Our foreign operations are primarily located in Mexico. Revenues and operating profit for our Mexico operations for the years ended December 31, 2021, 2020, and 2019 were not significant in relation to the Consolidated Financial Statements. Total assets for our Mexico operations as of December 31, 2021 and 2020 are $414.8 million and $267.0 million, respectively. Total long-lived assets for our Mexico operations as of December 31, 2021 and 2020 are $102.0 million and $111.9 million, respectively.

One customer in the Rail Products Group comprised approximately 22%, 16%, and 11% of our consolidated revenues during the years ended December 31, 2021, 2020, and 2019, respectively.

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Note 5. Partially-Owned Leasing Subsidiaries

Through our wholly-owned subsidiary, TILC, we formed two subsidiaries, TRIP Holdings and RIV 2013, for the purpose of providing railcar leasing services in North America for institutional investors. Each of TRIP Holdings and RIV 2013 are direct, partially-owned subsidiaries of TILC in which we have a controlling interest. Each is governed by a seven-member board of representatives, two of whom are designated by TILC. TILC is the agent of each of TRIP Holdings and RIV 2013 and, as such, has been delegated the authority, power, and discretion to take certain actions on behalf of the respective companies.

At December 31, 2021, the carrying value of our investment in TRIP Holdings and RIV 2013 totaled $141.4 million. Our weighted average ownership interest in TRIP Holdings and RIV 2013 is 38% while the remaining 62% weighted average interest is owned by third-party, investor-owned funds. The investment in our partially-owned leasing subsidiaries is eliminated in consolidation.

Each of TRIP Holdings and RIV 2013 has wholly-owned subsidiaries that are the owners of railcars acquired from our Rail Products and Leasing Groups. TRIP Holdings has wholly-owned subsidiaries known as Triumph Rail LLC ("Triumph Rail"), formerly known as TRIP Master Funding LLC ("TRIP Master Funding”), and TRIP Railcar Co. LLC ("TRIP Railcar Co."). RIV 2013 has a wholly owned-subsidiary known as TRP 2021 LLC ("TRP-2021"), formerly known as Trinity Rail Leasing 2012 LLC (“TRL-2012”). TILC is the contractual servicer for Triumph Rail, TRIP Railcar Co., and TRP-2021, with the authority to manage and service each entity's owned railcars. Our controlling interest in each of TRIP Holdings and RIV 2013 results from our combined role as both equity member and agent/servicer. The noncontrolling interest included in the accompanying Consolidated Balance Sheets represents the non-Trinity equity interest in these partially-owned subsidiaries.

Trinity has no obligation to guarantee performance under any of our partially-owned subsidiaries' (or their respective subsidiaries') debt agreements, guarantee any railcar residual values, shield any parties from losses or guarantee minimum yields.

The assets of each of Triumph Rail, TRIP Railcar Co., and TRP-2021 may only be used to satisfy the particular subsidiary's liabilities, and the creditors of each of Triumph Rail, TRIP Railcar Co., and TRP-2021 have recourse only to the particular subsidiary's assets. Each of TILC and the third-party equity investors receive distributions from TRIP Holdings and RIV 2013, when available, in proportion to its respective equity interests, and has an interest in the net assets of the partially-owned subsidiaries upon a liquidation event in the same proportion. TILC is paid fees for the services it provides to Triumph Rail, TRIP Railcar Co., and TRP-2021 and has the potential to earn certain incentive fees. There are no remaining equity commitments with respect to TRIP Holdings or RIV 2013.

See Note 8 regarding TRIP Holdings and RIV 2013, including the redemption and refinancing of the debt of their respective subsidiaries.

Investment in Unconsolidated Affiliate

In August 2021, the Company and Wafra announced a new RIV program between Trinity and Wafra Funds. As part of this program, a joint venture was formed, Signal Rail, which is owned 90% by Wafra Funds and 10% by TILC. Signal Rail or its subsidiaries are expected to invest in diversified portfolios of leased railcars originated by TILC targeting up to $1 billion in total acquisitions over an expected three-year investment period. TILC will service all railcars owned by Signal Rail.

In connection with the launch of the RIV program, in August 2021, TILC and certain of its subsidiaries sold an initial portfolio of 3,582 railcars and related leases to Signal Rail for an aggregate sales price of approximately $325.1 million. As a result of the sale, TILC received approximately $318.7 million in cash, of which $2.9 million was recognized as revenue for services performed associated with the delivery of railcars with attached leases. Additionally, in connection with the sale, TILC received a 10% equity interest in Signal Rail valued at $6.4 million, which was primarily received in exchange for its contribution of railcars to Signal Rail. TILC recognized a gain of approximately $32.9 million on the initial portfolio sale during the year ended December 31, 2021 and will earn on-going fee revenue from servicing these railcars. Signal Rail financed this purchase primarily through an asset-backed securitization. In the event of future railcar portfolio sales, we expect that Signal Rail would issue additional debt, and Wafra Funds and TILC would make additional equity contributions to Signal Rail such that TILC would maintain its 10% equity interest.

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Upon consideration under the VIE model of ASC 810, Trinity has concluded that Signal Rail meets the definition of a VIE. TILC has variable interests in Signal Rail arising from its 10% equity ownership position and its role as a service provider. We have evaluated the potential for consolidation using the variable interest model and have determined that Trinity is not the primary beneficary and therefore does not consolidate this entity as we do not have the power to direct the activities of the entity that most significantly impact its economic performance. We will absorb portions of Signal Rail’s expected losses and/or receive portions of expected residual returns commensurate with our 10% equity interest in Signal Rail.

Our investment in Signal Rail is being accounted for under the equity method of accounting. At December 31, 2021, the carrying value of TILC’s equity investment in Signal Rail was $6.3 million, which is included in other assets in our Consolidated Balance Sheet. The carrying value of this investment, together with any potential future investments described above, collectively represent our maximum exposure in Signal Rail.

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Note 6. Railcar Leasing and Management Services Group

The Railcar Leasing and Management Services Group owns and operates a fleet of railcars as well as provides third-party fleet leasing, management, and administrative services. Selected consolidated financial information for the Leasing Group is as follows:

	December 31, 2021
	Wholly- Owned Subsidiaries		Partially-Owned Subsidiaries		Total Leasing Group		Eliminations – Lease Subsidiary (1)		Adjusted Total Leasing Group
	(in millions)
Cash and cash equivalents	$	3.4	$	—	$	3.4	$	—	$	3.4
Accounts receivable	90.7		10.1		100.8		—		100.8
Property, plant, and equipment, net	5,706.1		1,570.6		7,276.7		(779.1)		6,497.6
Restricted cash	76.5		58.6		135.1		—		135.1
Other assets	67.3		2.1		69.4		—		69.4
Total assets	$	5,944.0	$	1,641.4	$	7,585.4	$	(779.1)	$	6,806.3
Accounts payable and accrued liabilities	$	113.4	$	30.1	$	143.5	$	—	$	143.5
Debt, net	3,555.8		1,216.1		4,771.9		—		4,771.9
Deferred income taxes	1,114.2		1.1		1,115.3		(176.6)		938.7
Other liabilities	35.6		—		35.6		—		35.6
Total liabilities	4,819.0		1,247.3		6,066.3		(176.6)		5,889.7
Noncontrolling interest	—		267.0		267.0		—		267.0
Total Equity	$	1,125.0	$	127.1	$	1,252.1	$	(602.5)	$	649.6

	December 31, 2020
	Wholly- Owned Subsidiaries		Partially-Owned Subsidiaries		Total Leasing Group		Eliminations – Lease Subsidiary (1)		Adjusted Total Leasing Group
	(in millions)
Cash and cash equivalents	$	3.5	$	—	$	3.5	$	—	$	3.5
Accounts receivable	82.0		8.4		90.4		—		90.4
Property, plant, and equipment, net (2)	5,795.9		1,626.3		7,422.2		(820.3)		6,601.9
Restricted cash	65.2		31.1		96.3		—		96.3
Other assets	38.1		1.6		39.7		—		39.7
Total assets	$	5,984.7	$	1,667.4	$	7,652.1	$	(820.3)	$	6,831.8
Accounts payable and accrued liabilities	$	141.4	$	30.9	$	172.3	$	—	$	172.3
Debt, net	3,340.5		1,228.3		4,568.8		—		4,568.8
Deferred income taxes	1,062.3		1.1		1,063.4		(186.2)		877.2
Other liabilities	25.7		—		25.7		—		25.7
Total liabilities	4,569.9		1,260.3		5,830.2		(186.2)		5,644.0
Noncontrolling interest	—		277.2		277.2		—		277.2
Total Equity	$	1,414.8	$	129.9	$	1,544.7	$	(634.1)	$	910.6

(1) Net deferred profit on railcars sold to the Leasing Group consists of intersegment profit that is eliminated in consolidation. Net deferred profit and the related deferred tax impact are included as adjustments to the property, plant, and equipment, net and deferred income taxes line items, respectively, in the Eliminations – Lease Subsidiary column above to reflect the net book value of the railcars purchased by the Leasing Group from the Rail Products Group based on manufacturing cost. See Note 5 and Note 8 for a further discussion regarding our investment in our partially-owned leasing subsidiaries and the related indebtedness.

(2) See Note 11 for further information regarding impairment of long-lived assets recorded in the year ended December 31, 2020.

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	Year Ended December 31,									Percent Change
	2021			2020			2019			2021 versus 2020		2020 versus 2019
	($ in millions)
Revenues:
Leasing and management	$	735.3		$	747.9		$	756.5		(1.7)	%	(1.1)	%
Sales of railcars owned one year or less at the time of sale (1)(2)	—			54.4			360.7			*		(84.9)	%
Total revenues	$	735.3		$	802.3		$	1,117.2		(8.4)	%	(28.2)	%
Operating profit (3):
Leasing and management	$	296.8		$	336.0		$	314.7		(11.7)	%	6.8	%
Lease portfolio sales (1)	54.1			17.7			91.9			205.6	%	(80.7)	%
Total operating profit	$	350.9		$	353.7		$	406.6		(0.8)	%	(13.0)	%
Total operating profit margin	47.7		%	44.1		%	36.4		%
Leasing and management operating profit margin	40.4		%	44.9		%	41.6		%
Selected expense information:
Depreciation (4)(5)	$	226.0		$	214.7		$	232.2		5.3	%	(7.5)	%
Maintenance and compliance	$	95.0		$	88.1		$	102.1		7.8	%	(13.7)	%
Rent and ad valorem taxes	$	18.4		$	21.1		$	28.5		(12.8)	%	(26.0)	%
Selling, engineering, and administrative expenses	$	50.6		$	51.3		$	49.5		(1.4)	%	3.6	%
Interest (6)	$	181.6		$	196.2		$	197.2		(7.4)	%	(0.5)	%

 * Not meaningful

(1) Beginning in the fourth quarter of 2020, we made a prospective change in the presentation of sales of railcars from the lease fleet. Therefore, all railcar sales for the year ended December 31, 2021 are presented as a net gain or loss from the disposal of a long-term asset regardless of the age of railcar that is sold. See Note 1 for more information.

(2) Includes revenues associated with sales-type leases of $160.5 million for the year ended December 31, 2019.

(3) Operating profit includes: depreciation; fleet operating costs, which include maintenance, compliance, freight, and storage; rent and ad valorem taxes; and selling, engineering, and administrative expenses. Amortization of deferred profit on railcars sold from the Rail Products Group to the Leasing Group is included in the operating profits of the Leasing Group, resulting in the recognition of depreciation expense based on our original manufacturing cost of the railcars. Interest expense is not a component of operating profit and includes the effect of hedges.

(4) In connection with our sustainable railcar conversion program, depreciation expense increased $8.8 million for the year ended December 31, 2021, as a result of the disposal of certain railcar components. Additionally, depreciation expense related to our small cube covered hopper railcars decreased by approximately $7.0 million for the years ended December 31, 2021 and 2020 as a result of the impairment charge recorded in the second quarter of 2020 related to these railcars.

(5) Effective January 1, 2020, we revised the estimated useful lives and salvage values of certain railcar types in our lease fleet. This change in estimate resulted in a decrease in depreciation expense of approximately $30.8 million in the years ended December 31, 2021 and 2020. See Note 1 for further information.

(6) Interest expense for the year ended December 31, 2021 includes $11.7 million of loss on extinguishment of debt associated with the refinancing of our partially-owned subsidiaries' debt. See Note 8 for more information. Interest expense for the year ended December 31, 2020 includes $5.0 million of loss on extinguishment of debt associated with the early redemption of debt.

Information related to lease portfolio sales is as follows:

	Year Ended December 31,
	2021			2020			2019
	(in millions)
Lease portfolio sales (1)	$	460.7		$	193.1		$	566.4
Operating profit on lease portfolio sales	$	54.1		$	17.7		$	91.9
Operating profit margin on lease portfolio sales	11.7		%	9.2		%	16.2		%

(1) Includes revenues associated with sales-type leases of $160.5 million for the year ended December 31, 2019.

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Railcar Leasing Equipment Portfolio. The Leasing Group's equipment consists primarily of railcars leased by third parties. The Leasing Group purchases equipment manufactured predominantly by the Rail Products Group and enters into lease contracts with third parties with terms generally ranging between one year and ten years. The Leasing Group primarily enters into operating leases. Future contractual minimum rental revenues on operating leases related to our wholly-owned and partially-owned subsidiaries are as follows:

	2022		2023		2024		2025		2026		Thereafter		Total
	(in millions)
Future contractual minimum rental revenues	$	540.2	$	407.6	$	305.3	$	218.5	$	139.2	$	260.1	$	1,870.9

Debt. Wholly-owned subsidiaries. The Leasing Group’s debt at December 31, 2021 consisted primarily of non-recourse debt. As of December 31, 2021, Trinity’s wholly-owned subsidiaries included in the Leasing Group held equipment with a net book value of $4,818.6 million, which is pledged solely as collateral for Leasing Group debt held by those subsidiaries. The net book value of unpledged equipment at December 31, 2021 was $876.4 million. See Note 8 for more information regarding the Leasing Group's debt.

Partially-owned subsidiaries. Debt owed by TRIP Holdings and RIV 2013 and their respective subsidiaries is nonrecourse to Trinity and TILC. Creditors of each of TRIP Holdings and RIV 2013 and their respective subsidiaries have recourse only to the particular subsidiary's assets. TRIP Holdings held equipment with a net book value of $1,110.7 million, which is pledged as collateral for the TRIP Holdings' debt held by its subsidiaries. TRP-2021 equipment with a net book value of $459.9 million is pledged solely as collateral for the TRP-2021 debt. See Note 5 for a description of TRIP Holdings and RIV 2013 and their respective subsidiaries.

Operating Lease Obligations. Future amounts due as well as future contractual minimum rental revenues related to the Leasing Group's railcar operating lease obligations are as follows: 

	2022		2023		2024		2025		2026		Thereafter		Total
	(in millions)
Future operating lease obligations	$	10.5	$	8.8	$	5.3	$	3.5	$	3.2	$	4.0	$	35.3
Future contractual minimum rental revenues	$	6.3	$	3.9	$	2.2	$	1.4	$	0.8	$	0.1	$	14.7

Operating lease obligations totaling $1.7 million are guaranteed by Trinity Industries, Inc. and certain subsidiaries. The Leasing Group also has future amounts due for operating lease obligations related to office space of approximately $1.7 million, which is excluded from the table above.

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Note 7. Property, Plant, and Equipment

The following table summarizes the components of property, plant, and equipment:

	December 31, 2021		December 31, 2020
	(in millions)
Manufacturing/Corporate:
Land	$	17.4	$	19.6
Buildings and improvements	377.4		393.3
Machinery and other	415.1		418.8
Construction in progress	18.1		41.9
	828.0		873.6
Less: accumulated depreciation	(478.7)		(506.7)
	349.3		366.9
Leasing:
Wholly-owned subsidiaries:
Machinery and other	20.7		19.5
Equipment on lease	7,061.3		7,010.6
	7,082.0		7,030.1
Less: accumulated depreciation	(1,375.9)		(1,234.2)
	5,706.1		5,795.9
Partially-owned subsidiaries:
Equipment on lease	2,242.9		2,248.2
Less: accumulated depreciation	(672.3)		(621.9)
	1,570.6		1,626.3
Deferred profit on railcars sold to the Leasing Group	(1,047.3)		(1,064.7)
Less: accumulated amortization	268.2		244.4
	(779.1)		(820.3)
	$	6,846.9	$	6,968.8

We lease certain equipment and facilities under operating leases. See Note 1 for future operating lease obligations on non-Leasing Group leases. See Note 1 and Note 6 for information related to the lease agreements, future operating lease obligations, and future minimum rental revenues associated with the Leasing Group.

We capitalized an insignificant amount of interest expense as part of the construction of facilities and equipment during 2021 and 2020.

We estimate the fair market value of properties no longer in use based on the location and condition of the properties, the fair market value of similar properties in the area, and our experience selling similar properties in the past. As of December 31, 2021, we had non-operating plants with a net book value of $6.3 million.

See Note 1 for more information regarding assets classified as held for sale as of December 31, 2021 and 2020.

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Note 8. Debt

The carrying amounts and estimated fair values of our long-term debt are as follows:

	December 31, 2021				December 31, 2020
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
	(in millions)
Corporate – Recourse:
Revolving credit facility	$	—	$	—	$	50.0	$	50.0
Senior notes, net of unamortized discount of $0.1 and $0.2	399.9		420.8		399.8		420.3
	399.9		420.8		449.8		470.3
Less: unamortized debt issuance costs	(1.2)				(1.6)
Total recourse debt	398.7				448.2
Leasing – Non-recourse:
Wholly-owned subsidiaries:
2009 secured railcar equipment notes	128.5		144.9		142.3		170.0
2010 secured railcar equipment notes	220.6		234.6		235.9		248.5
2017 promissory notes, net of unamortized discount of $7.8 and $10.1	760.2		760.2		802.7		802.7
2018 secured railcar equipment notes, net of unamortized discount of $0.1 and $0.2	416.5		423.3		434.7		449.3
2019 secured railcar equipment notes, net of unamortized discount of $0.3 and $0.3	822.8		847.3		860.5		890.8
2020 secured railcar equipments notes, net of unamortized discount of $0.1 and $0.1	348.8		349.9		369.0		370.2
2021 secured railcar equipment notes, net of unamortized discount of $— and $—	320.3		319.6		—		—
TILC warehouse facility	561.8		561.8		519.4		519.4
	3,579.5		3,641.6		3,364.5		3,450.9
Less: unamortized debt issuance costs	(23.7)				(24.0)
	3,555.8				3,340.5
Partially-owned subsidiaries:
TRP-2021 secured railcar equipment notes, net of unamortized discount of $0.1 and $—	352.2		347.7		352.5		373.9
Triumph Rail secured railcar equipment notes, net of unamortized discount of $0.2 and $—	551.3		548.1		885.0		959.7
TRIP Railcar Co. term loan	323.7		323.7		—		—
	1,227.2		1,219.5		1,237.5		1,333.6
Less: unamortized debt issuance costs	(11.1)				(9.2)
	1,216.1				1,228.3
Total non–recourse debt	4,771.9				4,568.8
Total debt	$	5,170.6	$	5,281.9	$	5,017.0	$	5,254.8

The estimated fair value of our 4.55% senior notes due 2024 ("Senior Notes") is based on a quoted market price in a market with little activity (Level 2 input). The estimated fair values of our secured railcar equipment notes are based on our estimate of their fair value using unobservable input values provided by a third party (Level 3 inputs). The respective carrying values of our revolving credit facility, 2017 promissory notes, TILC warehouse facility, and TRIP Railcar Co. term loan approximate fair value because the interest rate adjusts to the market interest rate.

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Revolving Credit Facility – We have a $450.0 million unsecured corporate revolving credit facility that matures in November 2023. During the year ended December 31, 2021, we had total borrowings of $470.0 million and total repayments of $520.0 million under the revolving credit facility. Additionally, we had outstanding letters of credit issued in an aggregate amount of $28.3 million. Of the $421.7 million remaining unused amount, $176.8 million is available for borrowing as of December 31, 2021. The outstanding letters of credit as of December 31, 2021 are scheduled to expire in July 2022. Our letters of credit obligations support our various insurance programs and generally renew by their terms each year. The revolving credit facility bears interest at a variable rate which resulted in an interest rate of LIBOR plus 1.75%, with a LIBOR floor of 0.30%, as of December 31, 2021. A commitment fee accrues on the average daily unused portion of the revolving facility at the rate of 0.175% to 0.40% (0.25% as of December 31, 2021).

The revolving credit facility requires the maintenance of ratios related to minimum interest coverage for the leasing and manufacturing operations and maximum leverage. In December 2021, we amended our revolving credit facility to increase the maximum leverage ratio through June 30, 2022 to provide additional near-term flexibility. Additionally, in March 2021, we amended our revolving credit facility to decrease the minimum interest coverage ratio through December 31, 2021. As of December 31, 2021, we were in compliance with all such financial covenants. Borrowings under the credit facility are guaranteed by certain of our 100%-owned subsidiaries.

Senior Notes Due 2024 – In September 2014, we issued $400.0 million aggregate principal amount of 4.55% senior notes due October 2024. Interest on the Senior Notes is payable semiannually commencing April 1, 2015. The Senior Notes rank senior to existing and future subordinated debt and rank equal to existing and future senior indebtedness, including our revolving credit facility. The Senior Notes are subordinated to all our existing and future secured debt to the extent of the value of the collateral securing such indebtedness. The Senior Notes contain covenants that limit our ability and/or certain subsidiaries' ability to create or permit to exist certain liens; enter into sale and leaseback transactions; and consolidate, merge, or transfer all or substantially all of our assets. Our Senior Notes are fully and unconditionally and jointly and severally guaranteed by each of Trinity’s domestic subsidiaries that is a guarantor under our revolving credit facility. See "Liquidity and Capital Resources" in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K.

Wholly-owned leasing subsidiaries

TRL VII – In November 2009, Trinity Rail Leasing VII LLC, a Delaware limited liability company (“TRL VII”) and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $238.3 million in aggregate principal amount of Secured Railcar Equipment Notes, Series 2009-1 (the “2009 Notes”), of which $128.5 million was outstanding as of December 31, 2021. The 2009 Notes were issued pursuant to a Master Indenture, dated November 5, 2009 between TRL VII and Wilmington Trust Company, as indenture trustee. The 2009 Notes bear interest at a fixed rate of 6.66% per annum, are payable monthly, and have a final maturity date of November 16, 2039. The 2009 Notes are obligations of TRL VII and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL VII.

TRL-2010 – In October 2010, Trinity Rail Leasing 2010 LLC, a Delaware limited liability company ("TRL-2010") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $369.2 million in aggregate principal amount of Secured Railcar Equipment Notes, Series 2010-1 (the “TRL-2010 Notes"), of which $220.6 million was outstanding as of December 31, 2021. The TRL-2010 Notes were issued pursuant to an Indenture, dated as of October 25, 2010 between TRL-2010 and Wilmington Trust Company, as indenture trustee. The TRL-2010 Notes bear interest at a fixed rate of 5.19%, are payable monthly, and have a stated final maturity date of October 16, 2040. The TRL-2010 Notes are obligations of TRL-2010 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2010.

TILC Warehouse Loan Facility – TILC has a $1.0 billion warehouse loan facility, which was established to finance railcars owned by TILC. In March 2021, the facility was extended through March 15, 2024, the total commitment was increased from $750 million to $1.0 billion, with a potential increase of up to an additional $250 million, subject to certain conditions, and provided for a facility margin of 185 basis points. During the year ended December 31, 2021, we had total borrowings of $425.1 million and total repayments of $382.7 million under the TILC warehouse loan facility. Under the renewed facility, the entire unused facility amount of $438.2 million was available as of December 31, 2021 based on the amount of warehouse-eligible, unpledged equipment. The warehouse loan facility is a non-recourse obligation and is secured by a portfolio of railcars and operating leases, certain cash reserves, and other assets acquired and owned by the warehouse loan facility trust. The principal and interest of this indebtedness are paid from the cash flows of the underlying leases. Advances under the facility bear interest at a defined index rate plus a margin, for an all-in interest rate of 1.95% at December 31, 2021.

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TRL-2017 – Trinity Rail Leasing 2017, LLC, a Delaware limited liability company ("TRL-2017") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, previously issued $302.4 million of promissory notes (the "Original 2017 Promissory Notes") due May 15, 2024. In November 2018, the Original 2017 Promissory Notes were extended through November 8, 2025 at an increased aggregate amount of $663.0 million. In July 2020, TRL-2017 issued an additional $225.0 million of promissory notes pursuant to a provision contained in its existing Amended and Restated Loan Agreement dated November 8, 2018 (together with previously-issued promissory notes, the "2017 Promissory Notes"). As of December 31, 2021, $768.0 million of the 2017 Promissory Notes was outstanding. The 2017 Promissory Notes bear interest at a rate of LIBOR plus 1.50%, for an all-in interest rate of 1.63% as of December 31, 2021, payable monthly. The 2017 Promissory Notes are obligations of TRL-2017 and are non-recourse to Trinity. The 2017 Promissory Notes are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2017.

TRL-2018 – In June 2018, Trinity Rail Leasing 2018, LLC, a Delaware limited liability company ("TRL-2018") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $482.5 million in Secured Railcar Equipment Notes (the "TRL-2018 Secured Railcar Equipment Notes"). The TRL-2018 Secured Railcar Equipment Notes consisted of two classes of notes with (i) an aggregate principal amount of $200.0 million of TRL-2018's Series 2018-1 Class A-1 Secured Railcar Equipment Notes (the "TRL-2018 Class A-1 Notes"), and (ii) an aggregate principal amount of $282.5 million of TRL-2018's Series 2018-1 Class A-2 Secured Railcar Equipment Notes (the “TRL-2018 Class A-2 Notes”). The TRL-2018 Secured Railcar Equipment Notes were issued pursuant to a Master Indenture, dated June 20, 2018 between TRL-2018 and Wilmington Trust Company, as indenture trustee. In October 2020, TRL-2018 issued $155.5 million of Series 2020-1 Class A Secured Railcar Equipment Notes (the “2020-1 Notes”) (the TRL-2018 Class A-1 Notes, the TRL-2018 Class A-2 Notes, and the 2020-1 Notes are, collectively, the “TRL-2018 Notes”) under the existing indenture. In a separate transaction during October 2020, TRL-2018 redeemed its TRL-2018 Class A-1 Notes, of which $153.1 million was outstanding at the redemption date. The fixed interest rate for these notes was 3.82% per annum.

The TRL-2018 Class A-2 Notes, of which $282.5 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 4.62%, are payable monthly, and have a stated final maturity date of June 17, 2048. The 2020-1 Notes, of which $134.1 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 1.96%, are payable monthly, and have a stated final maturity date of October 17, 2050. The TRL-2018 Notes are obligations of TRL-2018 only, secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2018.

TRL-2019 – In April 2019, Trinity Rail Leasing 2019 LLC, a Delaware limited liability company ("TRL-2019") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $528.3 million in Secured Railcar Equipment Notes (the "TRL-2019 Notes"). The TRL-2019 Notes were issued pursuant to a Master Indenture, dated as of April 10, 2019 between TRL-2019 and U.S. Bank National Association, as indenture trustee. The TRL-2019 Notes, of which $468.8 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 3.82%, are payable monthly, and have a stated final maturity date of April 17, 2049. The TRL-2019 Notes are obligations of TRL-2019 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2019.

In October 2019, TRL-2019 issued an additional $386.5 million in Secured Railcar Equipment Notes (the "TRL-2019-2 Notes"). The TRL-2019-2 Notes consisted of two classes of notes with (i) an aggregate principal amount of $106.9 million of TRL-2019's Series 2019-2 Class A-1 Secured Railcar Equipment Notes (the "TRL-2019 Class A-1 Notes"), and (ii) an aggregate principal amount of $279.6 million of TRL-2019's Series 2019-2 Class A-2 Secured Railcar Equipment Notes (the “TRL-2019 Class A-2 Notes”). The TRL-2019-2 Notes were issued pursuant to a Master Indenture, dated April 10, 2019 between TRL-2019 and U.S. Bank National Association, as indenture trustee, as supplemented by a Series 2019-2 Supplement dated as of October 17, 2019. The TRL-2019 Class A-1 Notes, of which $74.7 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 2.39%, are payable monthly, and have a stated final maturity date of October 17, 2049. The TRL-2019 Class A-2 Notes, of which $279.6 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 3.10%, are payable monthly, and have a stated final maturity date of October 17, 2049. The TRL-2019-2 Notes are obligations of TRL-2019 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2019.

84

TRL-2020 – In November 2020, Trinity Rail Leasing 2020 LLC, a Delaware limited liability company (“TRL-2020”) and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued an aggregate principal amount of (i) $110.0 million of TRL-2020’s Series 2020-2 Class A-1 Secured Railcar Equipment Notes (the “TRL-2020 Class A-1 Notes”), (ii) $240.3 million of TRL-2020’s Series 2020-2 Class A-2 Secured Railcar Equipment Notes (the “TRL-2020 Class A-2 Notes”), and (iii) $20.5 million of TRL-2020’s Series 2020-2 Class B Secured Railcar Equipment Notes (the “TRL-2020 Class B Notes”) (the TRL-2020 Class A-1 Notes, the TRL-2020 Class A-2 Notes, and the TRL-2020 Class B Notes are, collectively, the “TRL-2020 Notes”). The TRL-2020 Notes were issued pursuant to a Master Indenture, dated November 19, 2020 between TRL-2020 and U.S. Bank National Association, as indenture trustee, as supplemented by a Series 2020-2 Supplement dated November 19, 2020. The TRL-2020 Class A-1 Notes, of which $88.1 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 1.83%. The TRL-2020 Class A-2 Notes, of which $240.3 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 2.56%. The TRL-2020 Class B Notes, of which $20.5 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 3.69%. The TRL-2020 Notes are payable monthly, and have a stated final maturity date of November 19, 2050. The TRL-2020 Notes are obligations of TRL-2020 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2020.

TRL-2021 – In June 2021, Trinity Rail Leasing 2021 LLC, a Delaware limited liability company ("TRL-2021") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued an aggregate principal amount of (i) $305.2 million of its Series 2021-1 Class A Green Secured Railcar Equipment Notes (the "TRL-2021 Class A Notes") and (ii) $19.8 million of its Series 2021-1 Class B Green Secured Railcar Equipment Notes (the "TRL-2021 Class B Notes") (the TRL-2021 Class A Notes and the TRL-2021 Class B Notes are, collectively, the “TRL-2021 Notes”). The TRL-2021 Class A Notes, of which $300.5 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 2.26%. The TRL-2021 Class B Notes, of which $19.8 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 3.08%. The TRL-2021 Notes are payable monthly, and have a stated final maturity date of July 19, 2051. We incurred $3.3 million in debt issuance costs, which will be amortized to interest expense through the anticipated repayment date of the TRL-2021 Notes. The TRL-2021 Notes are obligations of TRL-2021 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2021. Net proceeds received from the railcars acquired in connection with the issuance of the TRL-2021 Notes were used to repay approximately $214.4 million of borrowings under TILC's warehouse loan facility and for general corporate purposes.

Partially-owned leasing subsidiaries

Triumph Rail – In June 2021, Triumph Rail, formerly known as TRIP Master Funding, issued an aggregate principal amount of (i) $535.0 million of its Series 2021-2 Class A Green Secured Railcar Equipment Notes (the “Triumph Class A Notes”) and (ii) $25.4 million of its Series 2021-2 Class B Green Secured Railcar Equipment Notes (the “Triumph Class B Notes”) (the Triumph Class A Notes and the Triumph Class B Notes are, collectively, the “Triumph Notes”). The Triumph Class A Notes, of which $526.1 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 2.15%. The Triumph Class B Notes, of which $25.4 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 3.08%. The Triumph Notes are payable monthly, and have a stated final maturity date of June 15, 2051. We incurred $5.6 million in debt issuance costs, which will be amortized to interest expense through the anticipated repayment date of the Triumph Notes. The Triumph Notes are non-recourse to Trinity, TILC, TRIP Holdings, and the other equity investors in TRIP Holdings, and are secured by Triumph Rail's portfolio of railcars and operating leases thereon, its cash reserves, and all other assets owned by Triumph Rail.

Triumph Rail used the net proceeds received from the issuance of the Triumph Notes, as well as proceeds from the sale of railcars and related operating leases to TRIP Railcar Co. described below, to redeem its outstanding debt, consisting of (i) the Series 2011 Class A-2 TRIP Master Funding Secured Railcar Equipment Notes due July 2041, (ii) the Series 2014-1 Class A-2 Secured Railcar Equipment Notes due April 2044, and (iii) the Series 2017-1 Secured Railcar Equipment Notes due August 2047, of which $869.1 million was outstanding at the redemption date. The all-in rate for these notes was 5.16% per annum at the time of redemption. In connection with the redemption, we recognized a loss on extinguishment of debt of $8.7 million, which included a $3.3 million early redemption premium and a write-off of $5.4 million in unamortized debt issuance costs. These charges are reflected in the loss on extinguishment of debt line of our Consolidated Statements of Operations for the year ended December 31, 2021.

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TRIP Railcar Co. Term Loan – In June 2021, TRIP Railcar Co. drew down $329.6 million under a term loan agreement ("TRIP Railcar Co. term loan"). The TRIP Railcar Co. term loan was established to finance railcars and operating leases thereon purchased by TRIP Railcar Co. from Triumph Rail. The principal and interest of this indebtedness are paid from the cash flows of the underlying leases. The TRIP Railcar Co. term loan bears interest at LIBOR plus 1.85%, for an all-in interest rate of 1.95% at December 31, 2021, and has a stated maturity date of June 2025. We incurred $2.9 million in debt issuance costs, which will be amortized to interest expense over the anticipated repayment term of the TRIP Railcar Co. term loan. The TRIP Railcar Co. term loan is non-recourse to Trinity, TILC, TRIP Holdings, and the other equity investors in TRIP Holdings; and is secured by TRIP Railcar Co.'s portfolio of railcars, operating leases thereon, and all other assets owned by TRIP Railcar Co. Net proceeds received from the transaction were used to purchase railcars and related operating leases from Triumph Rail.

TRP-2021 – In June 2021, TRP-2021, formerly known as TRL-2012, issued an aggregate principal amount of (i) $334.0 million of its Series 2021-1 Class A Green Secured Railcar Equipment Notes (the “TRP-2021 Class A Notes”) and (ii) $21.0 million of its Series 2021-1 Class B Green Secured Railcar Equipment Notes (the “TRP-2021 Class B Notes”) (the TRP-2021 Class A Notes and the TRP-2021 Class B Notes are, collectively, the “TRP-2021 Notes”). The TRP-2021 Class A Notes, of which $331.3 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 2.07%. The TRP-2021 Class B Notes, of which $21.0 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 3.06%. The TRP-2021 Notes are payable monthly, and have a stated final maturity date of June 15, 2051. We incurred $3.7 million in debt issuance costs, which will be amortized to interest expense through the anticipated repayment date of the TRP-2021 Notes. The TRP-2021 Notes are non-recourse to Trinity, TILC, RIV 2013, and the other equity investors in RIV 2013, and are secured by TRP-2021's portfolio of railcars and operating leases thereon, its cash reserves, and all other assets owned by TRP-2021.

TRP-2021 used the net proceeds from the issuance of the TRP-2021 Notes to redeem its outstanding debt, consisting of (i) the Series 2012-1 Secured Railcar Equipment Notes due January 2043 and (ii) the Series 2013-1 Class A-1 Secured Railcar Equipment Notes due July 2043, of which $348.0 million was outstanding at the redemption date. The all-in rate for these notes was 3.59% per annum at the time of redemption. In connection with the redemption, we recognized a loss on extinguishment of debt of $3.0 million, which related to the write-off of unamortized debt issuance costs. This write-off is reflected in the loss on extinguishment of debt line of our Consolidated Statements of Operations for the year ended December 31, 2021.

Triumph Rail and TRP-2021 are wholly-owned subsidiaries of TRIP Holdings and RIV 2013, respectively, which, in turn, are partially-owned subsidiaries of the Company, through its wholly-owned subsidiary, TILC. Our combined weighted average ownership interest in TRIP Holdings and RIV 2013 is 38%. See Note 5 for further explanation.

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Scheduled Repayments of Long-Term Debt

Each of our secured railcar equipment notes generally has an anticipated repayment date and a stated final maturity date. While the stated final maturity dates of each of these notes can be up to 30 years after the respective issuance dates, the cash flows from the encumbered assets of each of these notes will be applied, pursuant to the payment priorities of their respective indentures, so as to amortize their respective notes to achieve monthly targeted principal balances. If the cash flow assumptions used in determining the targeted balances are met, it is anticipated that the notes will be repaid well in advance of their stated final maturity date; the repayments reflected in the table below are based on the earlier anticipated repayment dates rather than the stated final maturity dates. There can be no assurance, however, that such cash flow assumptions will be realized. If these notes are not repaid by the anticipated repayment date, the respective interest rates on these notes would increase from the fixed rates stated above.

The remaining principal payments under existing debt agreements as of December 31, 2021 based on the anticipated repayment dates are as follows:

	2022		2023		2024		2025		2026		Thereafter		Total
	(in millions)
Recourse:
Corporate	$	—	$	—	$	400.0	$	—	$	—	$	—	$	400.0
Non-recourse – leasing (Note 6):
2009 secured railcar equipment notes	15.1		11.7		14.5		19.8		18.5		48.9		128.5
2010 secured railcar equipment notes	28.5		22.3		18.4		20.6		25.7		105.1		220.6
2017 promissory notes	44.4		44.4		44.4		634.8		—		—		768.0
2018 secured railcar equipment notes	19.0		19.0		19.0		14.8		14.5		330.3		416.6
2019 secured railcar equipment notes	36.8		34.9		36.6		35.2		313.3		366.3		823.1
2020 secured railcar equipment notes	18.5		18.3		14.3		11.3		14.1		272.4		348.9
2021 secured railcar equipment notes	12.6		12.2		13.3		12.6		14.0		255.6		320.3
TILC warehouse facility	19.4		19.4		19.4		3.3		—		—		61.5
Facility termination payments – TILC warehouse facility	—		—		—		500.3		—		—		500.3
TRP-2021 secured railcar equipment notes	5.3		10.9		15.6		15.8		17.3		287.4		352.3
Triumph Rail secured railcar equipment notes	19.2		16.5		33.2		30.0		24.0		428.6		551.5
TRIP Railcar Co. term loan	12.6		311.1		—		—		—		—		323.7
Total principal payments	$	231.4	$	520.7	$	628.7	$	1,298.5	$	441.4	$	2,094.6	$	5,215.3

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Note 9. Income Taxes

The components of the provision (benefit) for income taxes from continuing operations are as follows:

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Current:
Federal:
Effect of CARES Act	$	2.1	$	(373.3)	$	—
Other	(3.0)		(142.1)		(6.8)
	(0.9)		(515.4)		(6.8)
State	(0.6)		(1.5)		6.9
Foreign	4.3		4.3		6.1
Total current	2.8		(512.6)		6.2
Deferred:
Federal:
Effect of CARES Act	0.4		192.9		—
Other	10.4		31.3		40.4
	10.8		224.2		40.4
State	2.4		4.1		13.7
Foreign	(0.1)		10.2		(1.5)
Total deferred	13.1		238.5		52.6
Provision (benefit)	$	15.9	$	(274.1)	$	58.8

The provision for income taxes from continuing operations results in effective tax rates that differ from the statutory rates. The following is a reconciliation between the statutory U.S. federal income tax rate and our effective income tax rate on income before income taxes:

	Year Ended December 31,
	2021		2020		2019
Statutory rate	21.0	%	21.0	%	21.0	%
Effect of CARES Act	4.5		34.4		—
State taxes	3.0		1.1		2.3
Foreign branch taxes	3.0		(0.2)		1.3
Executive compensation limitations	1.8		(0.3)		1.3
Foreign rate differential	1.4		(0.1)		0.4
Excise tax	1.3		—		—
Nondeductible compensation	1.2		(0.2)		0.6
Changes in state laws and apportionment	0.3		(1.4)		5.8
Equity compensation	(4.0)		—		(0.9)
Changes in valuation allowances and reserves	(4.3)		0.7		—
Impairment – noncontrolling interest in partially-owned subsidiaries	—		(3.3)		—
Interest expense limitations from partially-owned subsidiaries	—		0.2		1.1
Noncontrolling interest in partially-owned subsidiaries	—		0.1		0.2
Other, net	(0.4)		0.2		(0.6)
Effective rate	28.8	%	52.2	%	32.5	%

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The effective tax rate is based upon the U.S. statutory rate of 21.0% for the years ended December 31, 2021, 2020, and 2019. For the year ended December 31, 2021, the difference between the U.S. statutory rate and effective tax rate is primarily due to an adjustment to the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") carryback benefit previously recognized, state taxes, and foreign taxes, partially offset by excess tax benefits associated with equity based compensation. For the year ended December 31, 2020, the difference between the U.S. statutory rate and effective tax rate is primarily due the impact of the CARES Act partially offset by the portion of the non-cash small cube covered hopper railcar impairment charge that is not tax-effected because it is related to the noncontrolling interest. For the year ended December 31, 2019, the difference between the U.S. statutory rate and effective tax rate is primarily due to state income tax expense, foreign branch taxes, and changes in state tax laws and apportionment. See Note 5 for a further explanation of activities with respect to our partially-owned leasing subsidiaries.

Due to the enactment of the CARES Act, Trinity filed a carryback claim for the 2018-2020 tax losses to the 2013-2015 tax years, allowing the recovery of taxes previously paid. The income taxes associated with the carryback claims were paid at a federal rate of 35.0%, rather than the current rate of 21.0% in effect beginning with the 2018 tax year. The overall net impact of the CARES Act resulted in a tax expense of $2.5 million and a tax benefit of $180.4 million for the years ended December 31, 2021 and 2020, respectively.

Income (loss) from continuing operations before income taxes for the years ended December 31, 2021, 2020, and 2019 was $44.6 million, $(517.2) million, and $181.6 million, respectively, for U.S. operations, and $10.6 million, $(7.4) million, and $(0.4) million, respectively, for foreign operations, principally Mexico and Canada.

Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of deferred tax liabilities and assets are as follows:

	December 31,
	2021		2020
	(in millions)
Deferred tax liabilities:
Depreciation, depletion, and amortization	$	1,032.2	$	996.8
Partially-owned subsidiaries basis difference	139.2		139.9
Right-of-use assets	18.7		17.5
Accrued liabilities and other	1.9		—
Total deferred tax liabilities	1,192.0		1,154.2
Deferred tax assets:
Workers compensation, pensions, and other benefits	28.7		27.1
Warranties and reserves	7.3		3.9
Equity items	5.9		9.5
Tax loss carryforwards and credits	38.4		62.8
Inventory	6.0		5.4
Accrued liabilities and other	—		5.3
Lease liabilities	24.4		22.9
Total deferred tax assets	110.7		136.9
Net deferred tax liabilities before valuation allowances	1,081.3		1,017.3
Valuation allowances	24.4		25.2
Net deferred tax liabilities before reserve for uncertain tax positions	1,105.7		1,042.5
Deferred tax assets included in reserve for uncertain tax positions	(1.1)		(1.0)
Adjusted net deferred tax liabilities	$	1,104.6	$	1,041.5

At December 31, 2021, we had $3.9 million of federal consolidated net operating loss carryforwards and $20.6 million of tax-effected state loss carryforwards remaining. All of the federal net operating loss carryforwards were acquired in a stock acquisition in 2010 and are subject to limitations on the amount that can be utilized in any one year tax year and are due to expire in 2029. We have established valuation allowances for federal, state, and foreign tax operating losses and credits that we have estimated may not be realizable.

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Taxing authority examinations

Our 2016 and 2017 tax years are effectively settled. The statutes of limitations for auditing the 2013-2015 and 2018-2020 tax years will remain open due to tax loss carryback claims we have filed. We have state tax returns that are under audit in the normal course of business, and our Mexican subsidiaries' tax return statutes of limitations remain open for auditing 2014 forward. We believe we are appropriately reserved for any potential matters.

Unrecognized tax benefits

The change in unrecognized tax benefits was as follows:

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Beginning balance	$	2.3	$	2.3	$	8.1
Additions for tax positions of prior years	—		—		—
Reductions for tax positions of prior years	—		—		—
Settlements	—		—		(5.8)
Expiration of statute of limitations	—		—		—
Ending balance	$	2.3	$	2.3	$	2.3

Settlements during the year ended December 31, 2019 were due to the resolution of state audits.

The total amount of unrecognized tax benefits including interest and penalties at December 31, 2021 and 2020, that would affect our effective tax rate if recognized, was $4.3 million and $4.1 million, respectively.

The Company accounts for interest expense and penalties related to income tax issues as income tax expense. Accordingly, interest expense and penalties associated with an uncertain tax position are included in the income tax provision. The total amount of accrued interest and penalties from continuing operations as of December 31, 2021 and 2020 was $3.0 million and $2.9 million, respectively. Income tax expense for the years ended December 31, 2021, 2020, and 2019 included an increase of $0.1 million, an increase of $0.2 million, and a decrease of $1.0 million, respectively, with regard to interest expense and penalties related to uncertain tax positions.

Note 10. Employee Retirement Plans

We sponsor defined benefit plans and a defined contribution plan (the "401(k) plan") that provide retirement income and death benefits for eligible employees. The annual measurement date of the benefit obligations, fair value of plan assets, and funded status is December 31.

Pension Plan Termination

In September 2019, our Board of Directors approved the termination of the Trinity Industries, Inc. Consolidated Pension Plan (the "Pension Plan"), effective December 31, 2019. The Pension Plan was settled in the fourth quarter of 2020, which resulted in the Company no longer having any remaining funded pension plan obligations. Upon settlement, we recognized a pre-tax non-cash pension settlement charge in the fourth quarter of 2020 of $151.5 million, which was inclusive of all unamortized losses previously recorded in AOCL.

As of December 31, 2020, the remaining surplus of the Pension Plan was $23.6 million. During the year ended December 31, 2021, as permitted by applicable regulations, we used $10.9 million of the Pension Plan surplus to fund obligations associated with the Company's profit sharing plans and used $2.5 million to fund pension administrative expenses required to finalize the settlement of the Pension Plan. Additionally, we received a $6.4 million net refund upon final settlement of the annuity contract, which resulted in a remaining surplus of the Pension Plan of $16.6 million. During the fourth quarter of 2021, we reverted $16.0 million of the surplus pension assets to the Company and incurred an excise tax of approximately $3.2 million. These activities are included in the pension plan settlement line in our Consolidated Statements of Operations.

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Actuarial assumptions

	Year Ended December 31,
	2021	2020		2019
Assumptions used to determine benefit obligations at the annual measurement date were:
Obligation discount rate (1)	N/A	N/A		2.73	%
Assumptions used to determine net periodic benefit costs were:
Obligation discount rate (1)	N/A	2.71	%	4.45	%
Long-term rate of return on plan assets	N/A	3.90	%	4.90	%

(1) Not applicable as of December 31, 2021 and for the year ended December 31, 2021 as all qualified pension plans were settled as of December 31, 2020.

Prior to the settlement of our Pension Plan, the obligation discount rate assumption was determined by deriving a single discount rate from a theoretical settlement portfolio of high quality corporate bonds sufficient to provide for the plans' projected benefit payments. The expected long-term rate of return on the plans' assets was an assumption reflecting the anticipated weighted average rate of earnings on the portfolio over the long-term. To arrive at this rate, estimates were developed based upon the anticipated performance of the plans' assets. Substantially all of the accrued benefits of our remaining pension plans were frozen in 2009, with all qualified pension plans settled as of December 31, 2020.

Components of Net Periodic Benefit Cost and Other Retirement Expenses

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Expense Components
Service cost	$	—	$	—	$	0.1
Interest	0.4		14.8		19.7
Expected return on plan assets	—		(20.9)		(23.0)
Amortization of actuarial loss	0.3		6.0		4.6
Amortization of prior service cost	—		1.2		—
Settlement loss	—		151.5		—
Net periodic benefit cost	0.7		152.6		1.4
Defined contribution expense	8.6		7.5		9.6
Net expense	$	9.3	$	160.1	$	11.0

The expected return on plan assets for the years ended December 31, 2020 and 2019 was based on the plan assets' fair value. Amortization of actuarial loss is determined using the corridor method. Under the corridor method, unamortized actuarial gains or losses in excess of 10% of the greater of the projected benefit obligation or the fair value of plan assets as of the beginning of the plan year are amortized, for frozen plans, over the average expected remaining lifetime of frozen and inactive participants.

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Obligations and funded status

Information regarding the terminated Pension Plan and the SERP based upon a December 31 measurement date is as follows:

	Year Ended December 31,
	2021		2020
	(in millions)
Accumulated Benefit Obligations	$	14.5	$	15.5
Projected Benefit Obligations:
Beginning of year	$	15.5	$	557.9
Interest	0.4		14.8
Benefits paid	(1.0)		(23.0)
Actuarial (gain) loss	(0.4)		18.0
Settlements	—		(552.2)
End of year	$	14.5	$	15.5
Plans' Assets:
Beginning of year	$	23.6	$	548.5
Actual return on assets	—		49.3
Employer contributions	1.0		1.0
Benefits paid	(1.0)		(23.0)
Settlements	—		(552.2)
401(k) funding	(10.9)		—
Final annuity contract true-up, net of administrative expenses	3.9		—
Reversion of excess plan assets	(16.0)		—
End of year	$	0.6	$	23.6
Consolidated Balance Sheet Components:
Pension Plan:
Other assets	$	0.6	$	23.6
Accrued liabilities	—		—
Net funded status	$	0.6	$	23.6
SERP:
Other assets	$	—	$	—
Accrued liabilities	(14.5)		(15.5)
Net funded status	$	(14.5)	$	(15.5)

Amounts recognized in other comprehensive income (loss)

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Settlement of pension plan	$	—	$	151.5	$	—
Actuarial gain (loss)	0.4		10.4		(37.7)
Amortization of actuarial loss	0.3		6.0		4.6
Amortization of prior service cost	—		1.2		—
New prior service cost base	—		—		(1.5)
Total before income taxes	0.7		169.1		(34.6)
Income tax (benefit) expense	0.2		39.2		(7.9)
Net amount recognized in other comprehensive income (loss)	$	0.5	$	129.9	$	(26.7)

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At December 31, 2021, AOCL included unrecognized actuarial losses related to our SERP of $5.2 million ($3.5 million net of related income taxes). Actuarial losses included in AOCL and expected to be recognized in net periodic pension cost for the year ended December 31, 2022 are $0.3 million ($0.2 million net of related income taxes).

Plan assets

The target and actual investment allocation strategy at December 31, 2021 is 100% cash and cash equivalents. The estimated fair value of the plans' assets at December 31, 2021 was $0.6 million of temporary cash investments (Level 1).

Upon settlement of our Pension Plan in the fourth quarter of 2020, the target and actual investment allocation strategy at December 31, 2020 was 100% cash and cash equivalents. The estimated fair value of the plans' assets at December 31, 2020 was $23.6 million of temporary cash investments (Level 1).

The pension plans' assets are valued at fair value. Temporary cash investments consist of U.S. dollars held in master trust accounts with the trustee. These temporary cash investments are classified as Level 1 instruments. See Note 3 for a description of the valuation methodologies used in determining fair value.

Funding of Defined Contribution Plans

Based on the plan provisions that were in effect during the majority of 2020, participants in the 401(k) plan were eligible to receive future retirement benefits through a company-funded annual retirement contribution provided through the Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates. The contribution ranged from one to three percent of eligible compensation based on service. Both the annual retirement contribution and the company matching contribution were discretionary, requiring board approval, and were made annually with the investment of the funds directed by the participants. In August 2020, the Company amended the plan to replace the company-funded annual retirement contribution with a qualified automatic contribution arrangement safe harbor plan structure. The new matching structure provides for a dollar-for-dollar Company match on up to 6% of participants' eligible compensation, subject to a two-year cliff vesting period.

Employer contributions to the 401(k) plan and the Trinity Industries, Inc. Deferred Compensation Plan for the year ending December 31, 2022 are expected to be $7.6 million compared to $19.4 million contributed during 2021, which included the payment of the contributions accrued as of December 31, 2020, as well as the 2021 contributions pursuant to the plan design changes described above.

Note 11. Asset Impairments and Restructuring Activities

Second quarter of 2020 impairment of small cube covered hopper railcars

We monitor the carrying values of long-lived assets and right-of-use assets for potential impairment. The carrying values of long-lived assets and right-of-use assets are considered impaired when the asset's carrying value is not recoverable through undiscounted future cash flows and the asset's carrying value exceeds its fair value.

During the second quarter of 2020, the oil and gas proppants (or “frac sand”) industry continued to experience economic pressure created by low oil prices, reduced fracking activity, and the ongoing economic impact of COVID-19. Significant price declines in the crude oil market, as well as lower demand for certain commodities, resulted in a decline in customer demand for certain types of railcars. As a result, certain of the Leasing Group's small cube covered hopper customers requested rent relief and, in a number of cases, filed for bankruptcy in the second quarter of 2020. We believe that the collective impact of these developments, including the shift towards the use of in-basin sand, constituted a fundamental and other-than-temporary change in the future demand for this railcar type. Therefore, we determined that the events and circumstances that arose during the second quarter of 2020 constituted an impairment triggering event related to the small cube covered hopper car type in our lease fleet portfolio.

We performed a cash flow recoverability test of our small cube covered hopper railcars and compared the undiscounted cash flows to the carrying value of the assets. This analysis indicated that the carrying value exceeded the estimated undiscounted cash flows, and therefore, we were required to measure the fair value of our fleet of small cube covered hopper railcars and determine the amount of an impairment loss, if any.

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The fair value of the asset group was determined using an income approach, which we believe most accurately reflects a market participant's viewpoint in valuing these railcars. The results of our analysis indicated an estimated fair value of the asset group of approximately $191.7 million, in comparison to the asset group's carrying amount of $550.0 million, net of deferred profit. As a result, during the second quarter, we recorded a pre-tax non-cash impairment charge of $358.3 million related to our small cube covered hopper railcars. Additionally, we evaluated the right-of-use assets associated with our leased-in portfolio of small cube covered hopper railcars and determined that these assets were impaired based on consideration of an expected decline in future cash flows over the remaining lease term, which resulted in an additional pre-tax non-cash impairment charge of approximately $11.1 million. The aggregate impairment charge of $369.4 million, which includes $81.3 million associated with noncontrolling interest, is reflected in the impairment of long-lived assets line of our Consolidated Statements of Operations for the year ended December 31, 2020.

Significant management judgment was used to determine the key assumptions utilized in our impairment analysis, the substantial majority of which represent unobservable (Level 3) inputs. These assumptions included, but were not limited to: estimates regarding the remaining useful life over which the railcars are expected to generate cash flows; average lease rates; railcar utilization percentages; operating expenses; and the selection of an appropriate discount rate. Management selected these estimates and assumptions based on our railcar industry expertise. We also consulted with third-party energy and frac sand industry experts to gain insights with respect to the long-term outlook for these underlying markets.

Other asset write-downs

During the fourth quarter of 2020, management approved a plan to exit certain non-strategic maintenance facilities (the "disposal group"). We determined that the planned divestiture of the disposal group met the criteria to be classified as assets held for sale, and consequently, we measured the assets of the disposal group at fair value, less any costs to sell. The results of our analysis indicated a pre-tax non-cash write-down of $15.2 million, which we recorded during the year ended December 31, 2020. The charge is reflected in the impairment of long-lived assets line of our Consolidated Statements of Operations for the year ended December 31, 2020.

Additionally, during the year ended December 31, 2020, we recorded a pre-tax non-cash charge to write off $11.8 million related to investments in certain emerging technologies. This charge is reflected in the impairment of long-lived assets line of our Consolidated Statements of Operations for the year ended December 31, 2020.

Restructuring activities

In November 2019, we approved a restructuring plan to resize certain resources, reduce stranded costs, and better align support services with our rail-focused strategy. As part of the restructuring program, we eliminated positions across multiple locations and functions, including certain corporate and operational support functions. During the year ended December 31, 2019, we recorded total restructuring charges of $14.6 million, consisting of approximately $3.8 million in cash charges for severance costs and approximately $10.8 million of non-cash charges, primarily from write-downs of assets associated with our non-operating facilities that will no longer be utilized as we execute our rail-focused strategy.

Throughout 2020, we continued our efforts to better align support services with our rail-focused strategy, which resulted in headcount reductions across multiple functions, including certain corporate and operational support functions primarily at our Dallas headquarters. During the year ended December 31, 2020, we recorded total restructuring charges of $10.9 million, consisting of $7.7 million for severance costs, $5.3 million of non-cash charges primarily from the write-down of our corporate headquarters campus and certain other assets, and $0.6 million in contract termination costs, partially offset by a $2.7 million net gain on the disposition of a non-operating facility and certain related assets.

During the year ended December 31, 2021, restructuring activities resulted in a net gain of $3.7 million, primarily as a result of a $4.0 million net gain on the disposition of our prior corporate headquarters facility and certain non-operating facilities, partially offset by $0.3 million in employee severance costs.

As we continue to reposition the organization, it is possible that we will engage in additional restructuring activities in the near term.

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The following table sets forth the restructuring activity and balance of the restructuring liability, which is included in other liabilities in our Consolidated Balance Sheet:

	Accrued charges as of December 31, 2020		Charges and adjustments		Payments		Accrued charges as of December 31, 2021
	(in millions)
Cash charges:
Employee severance costs	$	1.4	$	0.3	$	(1.6)	$	0.1
	$	1.4	$	0.3	$	(1.6)	$	0.1
Non-cash charges:
Gain on disposition of assets			$	(4.0)
Total restructuring activities			$	(3.7)

Although restructuring activities are not allocated to our reportable segments, the following tables summarize the restructuring activities by reportable segment:

	Year Ended December 31, 2021
	Employee Severance Costs		Gain on Disposition of Assets		Total
	(in millions)
Railcar Leasing and Management Services Group	$	—	$	—	$	—
Rail Products Group	0.3		—		0.3
Corporate and other	—		(4.0)		(4.0)
Total restructuring activities	$	0.3	$	(4.0)	$	(3.7)

	Year Ended December 31, 2020
	Employee Severance Costs		Contract Termination Costs		(Gain)/Loss on Disposition of Assets		Write-down of Assets		Total
	(in millions)
Railcar Leasing and Management Services Group	$	1.4	$	—	$	—	$	—	$	1.4
Rail Products Group	4.0		0.2		(2.9)		—		1.3
Corporate and other	2.3		0.4		0.2		5.3		8.2
Total restructuring activities	$	7.7	$	0.6	$	(2.7)	$	5.3	$	10.9

	Year Ended December 31, 2019
	Employee Severance Costs		Write-down of Assets		Total
	(in millions)
Railcar Leasing and Management Services Group	$	0.2	$	—	$	0.2
Rail Products Group	0.7		—		0.7
Corporate and other	2.9		10.8		13.7
Total restructuring activities	$	3.8	$	10.8	$	14.6

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Note 12. Accumulated Other Comprehensive Loss

Changes in AOCL for the years ended December 31, 2021 and 2020 are as follows:

	Currency translation adjustments		Unrealized gain/(loss) on derivative financial instruments		Net actuarial gains/(losses) and prior service cost of defined benefit plans		Accumulated Other Comprehensive Loss
	(in millions)
Balances at December 31, 2019	$	(1.3)	$	(17.9)	$	(133.9)	$	(153.1)
Other comprehensive income (loss), net of tax, before reclassifications	—		(19.4)		7.7		(11.7)
Amounts reclassified from AOCL, net of tax benefit of $—, $3.5, $1.6, and $5.1	—		12.9		5.6		18.5
Amounts reclassified from AOCL related to settlement of pension plan, net of tax benefit of $—, $—, $34.9, and $34.9	—		—		116.6		116.6
Less: noncontrolling interest	—		(1.2)		—		(1.2)
Other comprehensive income (loss)	—		(7.7)		129.9		122.2
Balances at December 31, 2020	(1.3)		(25.6)		(4.0)		(30.9)
Other comprehensive income, net of tax, before reclassifications	—		9.2		0.3		9.5
Amounts reclassified from AOCL, net of tax benefit of $—, $1.2, $0.1, and $1.3	—		5.4		0.2		5.6
Less: noncontrolling interest	—		(1.2)		—		(1.2)
Other comprehensive income (loss)	—		13.4		0.5		13.9
Balances at December 31, 2021	$	(1.3)	$	(12.2)	$	(3.5)	$	(17.0)

See Note 3 for information on the reclassification of amounts in AOCL into earnings. Reclassifications of unrealized before-tax gains and losses on derivative financial instruments are included in interest expense, net for our interest rate hedges and in cost of revenues for our foreign currency hedges in our Consolidated Statements of Operations. Reclassifications of before-tax net actuarial gains/(losses) of defined benefit plans are included in other, net (income) expense in our Consolidated Statements of Operations, with the exception of amounts related to the settlement of our pension plan, which are included in the pension plan settlement line in our Consolidated Statements of Operations.

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Note 13. Common Stock and Stock-Based Compensation

Stockholders' Equity

Repurchase Agreements with ValueAct

On April 29, 2021, we entered into a stock repurchase agreement with ValueAct Capital Master Fund, L.P. (“ValueAct”), the Company's then-largest shareholder and a related party, to repurchase 8.1 million shares of our common stock for $27.47 per share, for an aggregate purchase price of $222.5 million, in a privately negotiated transaction. The price per share represents a discount of 3.5% from the closing price for a share of common stock on the New York Stock Exchange on April 29, 2021. The repurchase from ValueAct was approved by our Board of Directors separately from, and did not reduce the authorized amount remaining under, the previous share repurchase program described below.

On December 31, 2021, we entered into an additional stock repurchase agreement with ValueAct to repurchase 8.8 million shares of our common stock for $28.49 per share, for an aggregate purchase price of $250.0 million, in a privately negotiated transaction. The price per share represents a discount of 3.5% from the closing price for a share of common stock on the New York Stock Exchange on December 30, 2021. The repurchase from ValueAct was approved by our Board of Directors separately from, and did not reduce the authorized amount remaining under, the existing share repurchase program described below.

New Share Repurchase Authorization

In September 2021, our Board of Directors authorized a new share repurchase program effective September 9, 2021 through December 31, 2022. The new share repurchase program authorizes the Company to repurchase up to $250.0 million of its common stock. In December 2021, we entered into an accelerated share repurchase agreement (the "ASR") to repurchase $125.0 million of our common stock. Approximately 3.3 million shares repurchased as part of the ASR on December 31, 2021 were delivered to the Company in January 2022 in accordance with normal settlement practices, representing approximately 80% of the total notional value of the ASR. The ASR is expected to be completed during the third quarter of 2022, at which time any remaining shares will be delivered to the Company. Approximately $73.1 million of the share repurchase program will remain after the completion of the ASR. Share repurchase activity under the authorized program is as follows:

	Shares Repurchased			Remaining Authorization to Repurchase
Period	Number of shares	Cost (in millions)		Cost (in millions)
September 9, 2021 Authorization				$	250.0
September 9, 2021 through September 30, 2021	—	$	—	$	250.0
October 1, 2021 through December 31, 2021	5,155,491	151.9		$	98.1
Total	5,155,491	$	151.9

Previous Share Repurchase Authorization

In October 2020, our Board of Directors authorized a share repurchase program effective October 23, 2020 through December 31, 2021. The share repurchase program authorized the Company to repurchase up to $250.0 million of its common stock and was completed in the third quarter of 2021. Share repurchase activity under this program is as follows:

	Shares Repurchased			Remaining Authorization to Repurchase
Period	Number of shares	Cost (in millions)		Cost (in millions)
October 23, 2020 Authorization				$	250.0
October 23, 2020 through December 31, 2020	2,974,922	$	67.8	$	182.2
January 1, 2021 through March 31, 2021	1,291,860	36.8		$	145.4
April 1, 2021 through June 30, 2021	2,440,793	68.3		$	77.1
July 1, 2021 through September 30, 2021	2,815,307	77.1		$	—
Total	9,522,882	$	250.0

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Shares repurchased as part of the ASR on December 31, 2021, totaling $100.0 million, were delivered to the Company in January 2022 in accordance with normal settlement practices. During the years ended December 31, 2021, 2020, and 2019, share repurchases totaled 28.5 million, 9.3 million, and 13.7 million shares, respectively, at a cost of approximately $806.6 million, $193.1 million, and $294.7 million, respectively.

Stock-Based Compensation

Stock Award Plans

Our 2004 Fourth Amended and Restated Stock Option and Incentive Plan (the "Plan”) provides for awarding 20,150,000 (adjusted for stock splits) shares of common stock plus (i) shares covered by forfeited, expired, and canceled options granted under prior plans; and (ii) shares tendered as full or partial payment for the purchase price of an award or to satisfy tax withholding obligations. At December 31, 2021, a total of 1,951,736 shares were available for issuance. The Plan provides for the granting of nonqualified and incentive stock options having maximum ten-year terms to purchase common stock at its market value on the award date; stock appreciation rights based on common stock fair market values with settlement in common stock or cash; restricted stock awards; restricted stock units; and performance awards with settlement in common stock or cash on achievement of specific business objectives. Our stock options have contractual terms of ten years and become exercisable over a three-year period.

Stock-Based Compensation Expense

The cost of employee services received in exchange for awards of equity instruments is referred to as stock-based compensation and is based on the grant date fair-value of those awards. Stock-based compensation includes compensation expense, recognized over the applicable vesting periods, for share-based awards. Stock-based compensation expense totaled $20.7 million, $25.4 million, and $27.8 million for the years ended December 31, 2021, 2020, and 2019, respectively.

The income tax benefit related to stock-based compensation expense was $10.7 million, $0.4 million, and $6.6 million for the years ended December 31, 2021, 2020, and 2019, respectively.

Stock Options

Expense related to stock options is recognized on a straight-line basis over the vesting period. No options were exercisable at December 31, 2021.

	Number of Shares	Weighted Average Grant-Date Fair Value per Award		Weighted Average Remaining Contractual Terms (Years)	Aggregate Intrinsic Value (in millions)
Options outstanding at December 31, 2020	300,000	$	5.26
Granted	—	$	—
Exercised	—	$	—
Cancelled	—	$	—
Options outstanding at December 31, 2021	300,000	$	5.26	8.1	$	2.6

At December 31, 2021, unrecognized compensation expense related to stock options totaled $0.6 million, which will be recognized over a weighted average period of 1.1 years. The weighted average exercise price of stock options outstanding as of December 31, 2021 was $21.61.

The fair value of the stock options granted during the year ended December 31, 2020 was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

	Year Ended December 31, 2020
Exercise price	$	21.61
Risk-free interest rate	1.48		%
Expected life (in years)	6.50
Equity volatility	35.00		%
Dividend yield	3.42		%

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Restricted Stock

Restricted share awards consist of restricted stock and restricted stock units ("RSUs"). Expense related to RSUs issued to eligible employees under the Plan is recognized ratably over the vesting period, generally between three years and four years. Certain restricted stock and RSUs vest in their entirety upon the employee's retirement from the Company, taking into consideration the employee's age and years of service to the Company, as defined more specifically in our benefit plans. Beginning in 2020, certain RSU grants provide for full vesting when the award recipients retire having reached 60 years of age and having provided at least 10 years of service to the Company, provided that the awards remain outstanding for a period of at least six months from the date of grant. The expense for these awards is recognized over the applicable service period for each of the eligible award recipients. Expense related to restricted stock awards ("RSAs") and RSUs granted to non-employee directors under the Plan is recognized ratably over the vesting period, generally one year. Forfeitures are recognized as a reduction to expense in the period in which they occur.

	Number of Restricted Share Awards	Weighted Average Grant-Date Fair Value per Award
Restricted share awards outstanding at December 31, 2020	3,798,431	$	20.06
Granted	663,216	$	28.41
Vested	(1,307,435)	$	19.27
Forfeited	(464,647)	$	22.45
Restricted share awards outstanding at December 31, 2021 (1)	2,689,565	$	22.09

(1) The balance of restricted share awards outstanding at December 31, 2021 includes approximately 0.5 million restricted shares for Arcosa employees that were converted under the shareholder method at the time of the Arcosa spin-off. These restricted shares will be released to Arcosa employees upon vesting, but as of the spin-off date, Trinity no longer records the compensation expense associated with these shares.

At December 31, 2021, unrecognized compensation expense related to restricted share awards totaled $24.2 million, which will be recognized over a weighted average period of 2.7 years. The total grant-date fair value of shares vested and released during the years ended December 31, 2021, 2020, and 2019 was $25.2 million, $39.1 million, and $26.4 million, respectively. The weighted average grant-date fair value of restricted share awards granted during the years ended December 31, 2021, 2020, and 2019 was $28.41, $18.62, and $22.20 per share, respectively.

Performance Units

Performance units are granted to employees based upon a target level; however, depending upon the achievement of certain specified goals during the performance period, performance units may be adjusted to a level ranging between 0% and 200% of the target level. The performance units vest upon certification by the Human Resources Committee of the Board of Directors of the achievement of the specified performance goals. Expense related to performance units is recognized ratably from their award date to the end of the performance period, generally three years. Forfeitures are recognized as a reduction to expense in the period in which they occur.

	Number of Performance Units	Weighted Average Grant-Date Fair Value per Award
Performance units outstanding at December 31, 2020	1,235,172	$	24.17
Granted	240,931	$	30.85
Vested	(221,513)	$	32.37
Forfeited	(99,309)	$	32.37
Performance units outstanding at December 31, 2021	1,155,281	$	23.28

At December 31, 2021, unrecognized compensation expense related to performance units totaled $6.8 million, which will be recognized over a weighted average period of 1.2 years. The total grant-date fair value of performance units vested and released during the years ended December 31, 2021 and 2020 was $7.2 million and $0.1 million, respectively. There were no performance units vested during the year ended December 31, 2019. The weighted average grant-date fair value of performance units granted during the years ended December 31, 2021, 2020, and 2019 was $30.85, $20.31, and $22.22 per share, respectively.

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Note 14. Earnings Per Common Share

Basic net income (loss) attributable to Trinity Industries, Inc. per common share ("EPS") is computed by dividing net income (loss) attributable to Trinity remaining after allocation to unvested restricted shares by the weighted average number of basic common shares outstanding for the period. Except when the effect would be antidilutive, the calculation of diluted EPS includes the net impact of potentially dilutive common shares. The Company has certain unvested RSAs that participate in dividends on a nonforfeitable basis and are therefore considered to be participating securities. Consequently, diluted net income (loss) attributable to Trinity Industries, Inc. per common share is calculated under both the two-class method and the treasury stock method, and the more dilutive of the two calculations is presented. There were no restricted shares and stock options included in the computation of diluted earnings per common share for the year ended December 31, 2020 as we incurred a loss for the period, and any effect on loss per common share would have been antidilutive.

The following table sets forth the computation of basic and diluted net income (loss) attributable to Trinity Industries, Inc.:

	Year Ended December 31,
	2021		2020		2019
	(in millions, except per share amounts)
Income (loss) from continuing operations	$	39.3	$	(250.5)	$	122.4
Less: Net loss attributable to noncontrolling interest	0.2		78.9		1.5
Unvested restricted share participation – continuing operations	—		—		(1.7)
Net income (loss) from continuing operations attributable to Trinity Industries, Inc.	39.5		(171.6)		122.2
Income from discontinued operations, net of income taxes	11.1		24.3		13.7
Gain on sale of discontinued operations, net of income taxes	131.4		—		—
Unvested restricted share participation – discontinued operations	—		—		(0.1)
Net income from discontinued operations attributable to Trinity Industries, Inc.	142.5		24.3		13.6
Net income (loss) attributable to Trinity Industries, Inc., including the effect of unvested restricted share participation	$	182.0	$	(147.3)	$	135.8
Basic weighted average shares outstanding	101.5		115.9		125.6
Effect of dilutive securities	2.3		—		1.7
Diluted weighted average shares outstanding	103.8		115.9		127.3
Basic earnings per common share:
Income (loss) from continuing operations	$	0.39	$	(1.48)	$	0.98
Income from discontinued operations	1.40		0.21		0.11
Basic net income (loss) attributable to Trinity Industries, Inc.	$	1.79	$	(1.27)	$	1.09
Diluted earnings per common share:
Income (loss) from continuing operations	$	0.38	$	(1.48)	$	0.96
Income from discontinued operations	1.37		0.21		0.11
Diluted net income (loss) attributable to Trinity Industries, Inc.	$	1.75	$	(1.27)	$	1.07
Potentially dilutive securities excluded from EPS calculation:
Antidilutive restricted shares	$	0.1	$	—	$	0.2
Antidilutive stock options	$	—	$	—	$	—

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Note 15. Contingencies

Highway products litigation

We previously reported the filing of a False Claims Act (“FCA”) complaint in the United States District Court for the Eastern District of Texas, Marshall Division (“District Court”) styled Joshua Harman, on behalf of the United States of America, Plaintiff/Relator v. Trinity Industries, Inc., Defendant, Case No. 2:12-cv-00089-JRG (E.D. Tex.). In this case, in which the U.S. Government declined to intervene, the relator, Mr. Joshua Harman, alleged the Company violated the FCA pertaining to sales of the Company's ET Plus. On October 20, 2014, a trial in this case concluded with a jury verdict stating that the Company and its subsidiary, THP, “knowingly made, used or caused to be made or used, a false record or statement material to a false or fraudulent claim," and the District Court entered judgment on the verdict in the total amount of $682.4 million.

On September 29, 2017, the United States Court of Appeals for the Fifth Circuit ("Fifth Circuit") reversed the District Court’s $682.4 million judgment and rendered judgment as a matter of law in favor of the Company and THP. On January 7, 2019, the United States Supreme Court denied Mr. Harman's petition for certiorari seeking review of the Fifth Circuit's decision. The denial of Mr. Harman's petition ended this action.

Pursuant to the Purchase and Sale Agreement, the Company has agreed to indemnify Rush Hour for certain liabilities related to the highway products business, including those liabilities resulting from or arising out of (a) the proceedings set forth under “State actions” and "Missouri class action" below and (b) any other proceedings to the extent resulting from or arising out of ET Plus systems or specified ET Plus component parts that are both (i) manufactured prior to December 31, 2021, and (ii) sold in the United States on or prior to April 30, 2022, or related warranty obligations with respect thereto.

State actions

Mr. Harman also has separate state qui tam actions currently pending pursuant to: the Virginia Fraud Against Taxpayers Act (Commonwealth of Virginia ex rel. Joshua M. Harman v. Trinity Industries, Inc. and Trinity Highway Products, LLC, Case No. CL13-698, in the Circuit Court, Richmond, Virginia) and the Massachusetts False Claims Act (Commonwealth of Massachusetts ex rel. Joshua M. Harman Qui Tam v. Trinity Industries, Inc. and Trinity Highway Products, LLC, Case No. 1484-CV-02364, in the Superior Court Department of the Trial Court) and has sought leave to file an amended complaint in a previously dismissed action pursuant to the New Jersey False Claims Act (State of New Jersey ex rel. Joshua M. Harman v. Trinity Industries, Inc. and Trinity Highway Products, LLC, Case No.L-1344-14, in the Superior Court of New Jersey Law Division: Mercer County). In each of these cases, Mr. Harman alleged the Company violated the respective states' false claims act pertaining to sales of the ET Plus, and he is seeking damages, civil penalties, attorneys’ fees, costs and interest. Also, the respective states’ Attorneys General filed Notices of Election to Decline Intervention in each of these matters, with the exception of the Commonwealth of Virginia Attorney General, who intervened in the Virginia matter. The Massachusetts action has been scheduled for trial on June 7, 2022, and the Virginia action has been scheduled for trial on April 17, 2023.

In a similar Tennessee state qui tam action filed by Mr. Harman (State of Tennessee ex rel. Joshua M. Harman v. Trinity Industries, Inc., and Trinity Highway Products, LLC, Case No. 14C2652, in the Circuit Court for Davidson County, Tennessee), on January 10, 2022, the Court granted Trinity’s Motion to Dismiss Harman’s Second Amended Complaint and entered an order dismissing Mr. Harman’s complaint with prejudice. On February 7, 2022, Mr. Harman filed a Notice of Appeal of the trial court's order dismissing the case.

The Company believes these state qui tam lawsuits are without merit and intends to vigorously defend all allegations. Other states could take similar or different actions, and could be considering similar state false claims or other litigation against the Company.

As previously reported, state qui tam actions filed by Mr. Harman in the states of Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Minnesota, Montana, Nevada, Rhode Island, New Jersey, and California were dismissed.

Based on information currently available to the Company and previously disclosed, we currently do not believe that a loss is probable in any one or more of the actions described under "State actions," therefore no accrual has been included in the accompanying Consolidated Financial Statements. Because of the complexity of these actions as well as the current status of certain of these actions, we are not able to estimate a range of possible losses with respect to any one or more of these actions. While the financial impacts of these state actions are currently unknown, they could be material.

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Missouri class action

The Company has been served in a lawsuit filed November 5, 2015, titled Jackson County, Missouri, individually and on behalf of a class of others similarly situated vs. Trinity Industries, Inc. and Trinity Highway Products, LLC, Case No. 1516-CV23684 (Circuit Court of Jackson County, Missouri). The case is being brought by plaintiff for and on behalf of itself and all Missouri counties with a population of 10,000 or more persons, including the City of St. Louis, and the State of Missouri’s transportation authority. The plaintiff alleges that the Company and THP did not disclose design changes to the ET Plus and these allegedly undisclosed design changes made the ET Plus allegedly defective, unsafe, and unreasonably dangerous. The plaintiff alleges product liability negligence, product liability strict liability, and negligently supplying dangerous instrumentality for supplier’s business purposes. The plaintiff seeks compensatory damages, interest, attorneys' fees and costs, and in the alternative plaintiff seeks a declaratory judgment that the ET Plus is defective, the Company’s conduct was unlawful, and class-wide costs and expenses associated with removing and replacing the ET Plus throughout Missouri. On December 6, 2017, the Court granted plaintiff's Motion for Class Certification, certifying a class of Missouri counties with populations of 10,000 or more persons, including the City of St. Louis and the State of Missouri's transportation authority that have or had ET Plus guardrail end terminals with 4-inch wide guide channels installed on roadways they own or maintain. A trial date has been scheduled in this case for April 4, 2022.

The parties are engaging in discussions regarding a potential settlement in an effort to resolve the matter before incurring significant additional legal fees and costs. In accordance with ASC 450, Contingencies, the Company recorded a pre-tax charge of $23.9 million ($18.3 million, net of income taxes) during the year ended December 31, 2021, which is included in income from discontinued operations, net of income taxes, in our Consolidated Statement of Operations, based on the Company’s assessment that a settlement is probable. However, there is no assurance that a settlement will be reached or, if a settlement is reached, that the charge will represent the amount of the settlement. If a settlement is unable to be reached, the Company will continue to vigorously defend the action. The accrual and related range of reasonably possible loss related to this matter are included in the amounts described below under "Other matters."

Product liability cases

The Company is currently defending product liability lawsuits in several different states that are alleged to involve the ET Plus as well as other products manufactured by THP. These cases are diverse in light of the randomness of collisions in general and the fact that each accident involving a roadside device, such as an end terminal, or any other fixed object along the highway, has its own unique facts and circumstances. The Company carries general liability insurance to mitigate the impact of adverse judgment exposures in these product liability cases. To the extent that the Company believes that a loss is probable with respect to these product liability cases, the accrual for such losses is included in the amounts described below under "Other matters".

Other matters

The Company is involved in claims and lawsuits incidental to our business arising from various matters, including product warranty, personal injury, environmental issues, workplace laws, and various governmental regulations. The Company evaluates its exposure to such claims and suits periodically and establishes accruals for these contingencies when a range of loss can be reasonably estimated. The range of reasonably possible losses for such matters is $37.4 million to $55.4 million, which includes our rights in indemnity and recourse to third parties of approximately $10.3 million, which is recorded in other assets on our Consolidated Balance Sheet as of December 31, 2021. This range includes any amounts related to the Highway Products litigation matters described above in the section titled “Highway products litigation." At December 31, 2021, total accruals of $37.8 million, including environmental and workplace matters described below, are included in accrued liabilities in the accompanying Consolidated Balance Sheets. The Company believes any additional liability would not be material to its financial position or results of operations.

Trinity is subject to remedial orders and federal, state, local, and foreign laws and regulations relating to the environment and the workplace. The Company has reserved $1.3 million to cover our probable and estimable liabilities with respect to the investigations, assessments, and remedial responses to such matters, taking into account currently available information and our contractual rights to indemnification and recourse to third parties. However, estimates of liability arising from future proceedings, assessments, or remediation are inherently imprecise. Accordingly, there can be no assurance that we will not become involved in future litigation or other proceedings involving the environment and the workplace or, if we are found to be responsible or liable in any such litigation or proceeding, that such costs would not be material to the Company. We believe that we are currently in substantial compliance with environmental and workplace laws and regulations.

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Georgia tornado

On March 26, 2021, a tornado damaged the Company’s rail maintenance facility in Cartersville, Georgia. We have incurred costs related to cleanup and damage remediation activities in order for the facility to resume operations in the second quarter. We believe our insurance coverage is sufficient to cover property damage costs related to the event. Accordingly, at the time the loss was sustained, we recorded an insurance receivable of approximately $1.2 million for property damage recoveries, which was collected during the year. As of December 31, 2021, we have received total advanced payments from insurance of approximately $17.8 million, which includes $8.1 million for reimbursement of cleanup and damage remediation expenditures and the $1.2 million insurance receivable described above. We recorded a gain of $7.8 million for insurance recoveries received in excess of the net book value of assets destroyed, net of the applicable deductible, which is included in the gains on dispositions of other property line in our Consolidated Statements of Operations. As of December 31, 2021, we have utilized $4.9 million of the advanced payments from insurance towards new capital expenditures in support of the reconstruction efforts. Any additional property damage insurance proceeds received in excess of the net book value of property lost and related cleanup costs will be accounted for as gains in future quarters.

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Note 16. Selected Quarterly Financial Data (Unaudited)

	Three Months Ended
	March 31, 2021		June 30, 2021		September 30, 2021		December 31, 2021
	(in millions, except per share data)
Revenues:
Manufacturing	$	147.4	$	108.3	$	234.5	$	291.2
Leasing	183.3		185.0		185.3		181.0
	330.7		293.3		419.8		472.2
Operating costs:
Costs of revenues:
Manufacturing	149.6		99.6		238.8		281.9
Leasing	96.7		102.5		98.6		93.8
	246.3		202.1		337.4		375.7
Selling, engineering, and administrative expenses	44.7		46.2		45.8		42.9
Gains on dispositions of property	11.5		12.1		41.6		13.0
Restructuring activities, net	(0.3)		(0.7)		(0.1)		(2.6)
Operating profit	51.5		57.8		78.3		69.2
Other expense	52.5		63.5		44.5		41.1
Income (loss) from continuing operations before income taxes	(1.0)		(5.7)		33.8		28.1
Provision (benefit) for income taxes	4.0		(2.9)		8.3		6.5
Income (loss) from continuing operations	(5.0)		(2.8)		25.5		21.6
Income (loss) from discontinued operations, net of income taxes	6.3		7.6		10.4		(13.2)
Gain on sale of discontinued operations, net of income taxes	—		—		—		131.4
Net income	1.3		4.8		35.9		139.8
Net income (loss) attributable to noncontrolling interest	(2.0)		(7.9)		3.9		5.8
Net income attributable to Trinity Industries, Inc.	$	3.3	$	12.7	$	32.0	$	134.0
Basic earnings per common share (1):
Income (loss) from continuing operations	$	(0.03)	$	0.05	$	0.22	$	0.16
Income from discontinued operations	0.06		0.07		0.11		1.23
Basic net income attributable to Trinity Industries, Inc.	$	0.03	$	0.12	$	0.33	$	1.39
Diluted earnings per common share (1):
Income (loss) from continuing operations	$	(0.03)	$	0.05	$	0.22	$	0.16
Income from discontinued operations	0.06		0.07		0.11		1.21
Diluted net income attributable to Trinity Industries, Inc.	$	0.03	$	0.12	$	0.33	$	1.37

(1) The sum of the quarters may not necessarily be equal to the full year net income per common share amount.

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	Three Months Ended
	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020
	(in millions, except per share data)
Revenues:
Manufacturing	$	317.2	$	247.3	$	213.1	$	170.6
Leasing	236.1		192.6		183.7		189.1
	553.3		439.9		396.8		359.7
Operating costs:
Costs of revenues:
Manufacturing	301.0		241.6		202.5		164.9
Leasing	138.6		102.9		86.4		89.5
	439.6		344.5		288.9		254.4
Selling, engineering, and administrative expenses	50.6		48.6		42.9		47.5
Gains on dispositions of property	9.6		6.6		3.7		0.1
Impairment of long-lived assets (1)	—		369.4		—		27.0
Restructuring activities, net	5.4		0.3		4.7		0.5
Operating profit (loss)	67.3		(316.3)		64.0		30.4
Other expense (2)	58.1		52.3		53.7		205.9
Income (loss) from continuing operations before income taxes	9.2		(368.6)		10.3		(175.5)
Provision (benefit) for income taxes	(149.1)		(74.0)		(8.7)		(42.3)
Income (loss) from continuing operations	158.3		(294.6)		19.0		(133.2)
Income from discontinued operations, net of income taxes	4.0		6.8		6.9		6.6
Net income (loss)	162.3		(287.8)		25.9		(126.6)
Net income (loss) attributable to noncontrolling interest	0.6		(80.9)		0.8		0.6
Net income (loss) attributable to Trinity Industries, Inc.	$	161.7	$	(206.9)	$	25.1	$	(127.2)
Basic earnings per common share (3):
Income (loss) from continuing operations	$	1.32	$	(1.82)	$	0.15	$	(1.19)
Income from discontinued operations	0.04		0.06		0.06		0.06
Basic net income (loss) attributable to Trinity Industries, Inc.	$	1.36	$	(1.76)	$	0.21	$	(1.13)
Diluted earnings per common share (3):
Income (loss) from continuing operations	$	1.30	$	(1.82)	$	0.15	$	(1.19)
Income from discontinued operations	0.03		0.06		0.06		0.06
Diluted net income (loss) attributable to Trinity Industries, Inc.	$	1.33	$	(1.76)	$	0.21	$	(1.13)

(1) Impairment of long-lived assets during the three months ended June 30, 2020 relates to our small cube covered hopper railcars. See Note 11 for further information.

(2) Other expense during the three months ended December 31, 2020 includes $151.5 million related to the settlement of our Pension Plan. See Note 10 for further information.

(3) The sum of the quarters may not necessarily be equal to the full year net income per common share amount.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures.

We maintain disclosure controls and procedures designed to ensure that we are able to collect and record the information we are required to disclose in the reports we file with the SEC, and to process, summarize, and disclose this information within the time periods specified in the rules of the SEC. Our Chief Executive and Chief Financial Officers are responsible for establishing and maintaining these procedures and, as required by the rules of the SEC, evaluating their effectiveness. Based on their evaluation of our disclosure controls and procedures that took place as of the end of the period covered by this report, the Chief Executive and Chief Financial Officers concluded that these procedures were effective to 1) ensure that we are able to collect, process, and disclose the information we are required to disclose in the reports we file with the SEC within the required time periods and 2) accumulate and communicate this information to our management, including our Chief Executive and Chief Financial Officers, to allow timely decisions regarding this disclosure.

Management's Annual Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance, as opposed to absolute assurance, of achieving their internal control objectives.

During the three months ended December 31, 2021, there have been no changes in our internal controls over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (the 2013 Framework) (COSO) in Internal Control – Integrated Framework. Based on our assessment, we believe that, as of December 31, 2021, our internal control over financial reporting was effective based on those criteria.

The effectiveness of internal control over financial reporting as of December 31, 2021, has been audited by Ernst & Young LLP, the independent registered public accounting firm who also audited our Consolidated Financial Statements. Ernst & Young LLP's attestation report on effectiveness of our internal control over financial reporting follows.

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Trinity Industries, Inc.

Opinion on Internal Control over Financial Reporting

We have audited Trinity Industries, Inc. and Subsidiaries' internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Trinity Industries, Inc. and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), cash flows, and stockholders' equity for each of the three years in the period ended December 31, 2021, and the related notes and our report dated February 17, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ ERNST & YOUNG LLP

Dallas, Texas

February 17, 2022

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Item 9B. Other Information.

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

PART III

Item 10. Directors, Executive Officers, and Corporate Governance.

Information regarding the directors of the Company is incorporated by reference to the information set forth under the caption “Proposal 1 – Election of Directors” in the Company's Proxy Statement for the 2022 Annual Meeting of Stockholders (the “2022 Proxy Statement”). Information relating to the executive officers of the Company is set forth in Part I of this report under the caption “Information about our Executive Officers.” Information relating to the Board of Directors' determinations concerning whether at least one of the members of the Audit Committee is an “audit committee financial expert” as that term is defined under Item 407 (d)(5) of Regulation S-K is incorporated by reference to the information set forth under the caption “Corporate Governance – Board Committees – Audit Committee” in the Company's 2022 Proxy Statement. Information regarding the Company's Audit Committee is incorporated by reference to the information set forth under the caption “Corporate Governance – Board Committees – Audit Committee” in the Company's 2022 Proxy Statement. There were no delinquent Section 16(a) reports.

The Company has adopted a Code of Business Conduct and Ethics that applies to all of its directors, officers, and employees. The Code of Business Conduct and Ethics is on the Company's website at www.trin.net under the caption “Investor Relations/Governance.” The Company intends to post any amendments or waivers for its Code of Business Conduct and Ethics to the Company's website at www.trin.net to the extent applicable to an executive officer, principal accounting officer, controller, or director of the Company.

Item 11. Executive Compensation.

Information regarding compensation of executive officers and directors is incorporated by reference to the information set forth under the caption “Executive Compensation” in the Company's 2022 Proxy Statement. Information concerning compensation committee interlocks and insider participation is incorporated by reference to the information set forth under the caption “Corporate Governance – Compensation Committee Interlocks and Insider Participation” in the Company's 2022 Proxy Statement. Information about the compensation committee report is incorporated by reference to the information set forth under the caption “Executive Compensation – Human Resources Committee Report” in the Company's 2022 Proxy Statement.

108

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Information concerning security ownership of certain beneficial owners and management is incorporated herein by reference from the Company's 2022 Proxy Statement, under the caption “Security Ownership – Security Ownership of Certain Beneficial Owners and Management.”

The following table sets forth information about Trinity common stock that may be issued under all of Trinity's existing equity compensation plans as of December 31, 2021.

Equity Compensation Plan Information

	(a)		(b)		(c)
	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Plan Category:
Equity compensation plans approved by security holders:
Stock options	300,000		$	21.61
Restricted stock awards	2,689,565	(1)	$	—
Performance units	1,155,281	(1)	$	—
	4,144,846				1,951,736
Equity compensation plans not approved by security holders	—	(2)			—
Total	4,144,846				1,951,736

____________

(1) The restricted stock units and performance units do not have an exercise price. The performance units are granted to employees based upon a target level, however, depending upon the achievement of certain specified goals during the performance period, performance units may be adjusted to a level ranging between 0% and 200% of the target level.

(2) Excludes information regarding the Trinity Deferred Plan for Director Fees. This plan permits the deferral of the payment of the annual retainer fee and board and committee meeting fees. At the election of the participant, the deferred fees may be converted into stock units with a fair market value equal to the value of the fees deferred, and such stock units are credited to the director's account (along with the amount of any dividends or stock distributions). At the time a participant ceases to be a director, cash will be distributed to the participant. At December 31, 2021, there were 117,626 stock units credited to the accounts of participants. Also excludes information regarding the Trinity Industries Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”) for certain of its highly compensated employees. Information about the Deferred Compensation Plan is incorporated herein by reference from the Company's 2022 Proxy Statement, under the caption “Executive Compensation – Compensation Discussion and Analysis – Components of Compensation – Post-employment Benefits.” At December 31, 2021, there were 41,753 stock units credited to the accounts of participants under the Deferred Compensation Plan.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Information regarding certain relationships and related person transactions is incorporated by reference to the information set forth under the captions “Corporate Governance – Compensation Committee Interlocks and Insider Participation” and “Transactions with Related Persons” in the Company's 2022 Proxy Statement. Information regarding the independence of directors is incorporated by reference to the information set forth under the captions “Corporate Governance – Independence of Directors” in the Company's 2022 Proxy Statement.

Item 14. Principal Accountant Fees and Services.

Information regarding principal accountant fees and services is incorporated by reference to the information set forth under the captions “Fees of Independent Registered Public Accounting Firm for Fiscal Years 2021 and 2020” in the Company's 2022 Proxy Statement.

109

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a) (1) Financial Statements.

See Item 8.

(2) Financial Statement Schedule.

All schedules are omitted because they are not required, not significant, not applicable or the information is shown in the Consolidated Financial Statements or the Notes to Consolidated Financial Statements.

(3) Exhibits.

110

INDEX TO EXHIBITS

Trinity Industries, Inc.

Index to Exhibits

(Item 15(b))

NO.	DESCRIPTION
(2.1)	Purchase and Sale Agreement, dated November 3, 2021, by and between Trinity Industries, Inc. and Rush Hour Intermediate II, LLC (incorporated by reference to Exhibit 2.1 to our Form 8-K filed November 4, 2021).
(3.1)	Amended and Restated Certificate of Incorporation of Trinity Industries, Inc., effective May 11, 2015 (incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015).
(3.2)	Amended and Restated By-Laws of Trinity Industries, Inc., effective May 3, 2021 (filed herewith).
(4.1)	Specimen Common Stock Certificate of Trinity Industries, Inc. (incorporated by reference to Exhibit 4.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2017).
(4.2)	Indenture dated September 25, 2014, by and among Trinity Industries, Inc., certain of its subsidiaries, as guarantors, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to our Form 8-K filed September 25, 2014).
(4.2.1)	First Supplemental Indenture dated September 25, 2014, by and among Trinity Industries, Inc., certain of its subsidiaries, as guarantors, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to our Form 8-K filed September 25, 2014).
(4.2.2)	Second Supplemental Indenture dated March 24, 2015, by and among Trinity Industries, Inc., certain of its subsidiaries, as guarantors, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015).
(4.2.3)	Third Supplemental Indenture dated April 20, 2017, by and among Trinity Industries, Inc., certain of its subsidiaries, as guarantors, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017).
(4.2.4)	Fifth Supplemental Indenture dated April 22, 2019, by and among Trinity Industries, Inc., TrinityRail Maintenance Services, Inc., and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019).
(4.2.5)	Form of 4.550% Senior Note due 2024 (included in Exhibit 4.2.1 and incorporated by reference to Exhibit 4.2 to our Form 8-K filed September 25, 2014).
(4.3)	Description of the Registrant’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.3 to our Annual Report on Form 10-K for the annual period ended December 31, 2020).
(10.1)	Form of Change in Control Agreement entered into between Trinity Industries, Inc. and the Chief Executive Officer, and other senior executives (incorporated by reference to Exhibit 10.1 to our Form 8-K filed January 25, 2019).*
(10.2)	Deferred Compensation Plan (incorporated by reference to Exhibit 10.3 to our Annual Report on Form 10-K for the annual period ended December 31, 2020).*
(10.3)	Trinity Industries, Inc. 2005 Deferred Plan for Director Fees (incorporated by reference to Exhibit 10.8.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2016).*
(10.4)	Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.9 to our Annual Report on Form 10-K for the annual period ended December 31, 2017).*
(10.4.1)	Amendment No. 1 to the Trinity Industries, Inc. 1998 Stock Option Plan and Incentive Plan (incorporated by reference to Exhibit 10.9.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2015).*
(10.4.2)	Amendment No. 2 to the Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.9.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2015).*
(10.4.3)	Amendment No. 3 to the Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.9.3 to our Annual Report on Form 10-K for the annual period ended December 31, 2016).*
(10.4.4)	Amendment No. 4 to the Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.9.4 to our Annual Report on Form 10-K for the annual period ended December 31, 2016).*
(10.5)	Fourth Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.1 to our Form 8-K filed on May 3, 2017).*

111

NO.	DESCRIPTION
(10.5.1)	First Amendment to the Fourth Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020).*
(10.5.2)	Form of Restricted Stock Grant Agreement for grants issued prior to 2008 (incorporated by reference to Exhibit 10.7.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2018).*
(10.5.3)	Form of Restricted Stock Grant Agreement for grants issued commencing 2008 (incorporated by reference to Exhibit 10.7.1.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2018).*
(10.5.4)	Form of Restricted Stock Unit Agreement for Non-Employee Directors for grants issued prior to 2008 (incorporated by reference to Exhibit 10.7.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2018).*
(10.5.5)	Form of Restricted Stock Unit Agreement for Non-Employee Directors for grants issued commencing 2008 (incorporated by reference to Exhibit 10.7.2.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2018).*
(10.5.6)	Form of Performance-Based Restricted Stock Unit Grant Agreement for grants issued commencing 2017-2018 (incorporated by reference to Exhibit 10.3 to our Form 8-K filed on May 3, 2017).*
(10.5.7)	Form of Restricted Stock Unit Agreement for grants issued commencing 2019 (incorporated by reference to Exhibit 10.1 to our Form 8-K filed May 9, 2019).*
(10.5.8)	Form of Performance-Based Restricted Stock Unit Agreement for grants issued commencing 2019 (incorporated by reference to Exhibit 10.2 to our Form 8-K filed May 9, 2019).*
(10.5.9)	Form of Non-Employee Director Restricted Stock Grant Agreement for grants issued commencing 2017 (incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017).*
(10.5.10)	Form of Non-Employee Director Restricted Stock Unit Agreement for grants issued commencing 2017 (incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017).*
(10.5.11)	Form of Notice of Grant of Stock Options (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020).*
(10.6)	Form of 2008 Deferred Compensation Plan and Agreement as amended and restated entered into between Trinity Industries, Inc. and certain officers of Trinity Industries, Inc. or its subsidiaries (incorporated by reference to Exhibit 10.8 to our Annual Report on Form 10-K for the annual period ended December 31, 2018).*
(10.6.1)	Form of Transition Compensation Plan and Agreement entered into between Trinity Industries, Inc. and certain officers of Trinity Industries, Inc. or its subsidiaries (incorporated by reference to Exhibit 10.8.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2018).*
(10.7)	First Amended and Restated Trinity Industries, Inc. Annual Incentive Plan (incorporated by reference to Exhibit 10.1 to our Form 8-K filed March 9, 2018).*
(10.8)	Board Compensation Summary Sheet (filed herewith).*
(10.9)	Amended and Restated Credit Agreement, dated as of November 1, 2018, by and among Trinity, as borrower, the lenders party thereto, JPMorgan Chase Bank, National Association, as administrative agent, Bank of America, N.A., as syndication agent, and SunTrust Bank and Wells Fargo Bank, National Association, as co-documentation agents (incorporated by reference to Exhibit 10.5 to our Form 8-K filed on November 1, 2018).
(10.9.1)	Amendment No. 1 to Amended and Restated Credit Agreement, dated as of July 17, 2020, by and among Trinity Industries, Inc., the lenders party thereto, and JPMorgan Chase Bank, as Administrative Agent (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020).
(10.9.2)	Amendment No. 2 to Amended and Restated Credit Agreement, dated as of March 16, 2021, by and among Trinity Industries, Inc., the lenders party thereto, and JPMorgan Chase Bank, as Administrative Agent (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021).
(10.9.3)	Amendment No. 3 to Amended and Restated Credit Agreement, dated as of December 9, 2021, by and among Trinity Industries, Inc., the lenders party thereto, and JPMorgan Chase Bank, as Administrative Agent (filed herewith).
(10.9.4)	Supplement to Subsidiary Guaranty, dated April 22, 2019, in favor of JPMorgan Chase Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019).

112

NO.	DESCRIPTION
(10.10)	Fifth Amended and Restated Warehouse Loan Agreement dated as of March 15, 2021, among Trinity Industries Leasing Company, Trinity Rail Leasing Warehouse Trust, the banks and other lending institutions from time to time party thereto, Credit Suisse AG, New York Branch, as Agent, and Wilmington Trust Company, as Collateral Agent and Depositary (incorporated by reference to Exhibit 10.1 to our Form 8-K filed on March 17, 2021).
(10.11)	Master Indenture dated November 5, 2009, between Trinity Rail Leasing VII LLC and Wilmington Trust Company, as indenture trustee (incorporated by reference to Exhibit 10.20 to our Annual Report on Form 10-K for the annual period ended December 31, 2014).
(10.12)	Indenture dated as of October 25, 2010, between Trinity Rail Leasing 2010 LLC and Wilmington Trust Company, as indenture trustee (incorporated by reference to Exhibit 10.20 to our Annual Report on Form 10-K for the annual period ended December 31, 2015).
(10.13)	Form of Indemnification Agreement between Trinity Industries, Inc. and certain directors and executive officers (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019).*
(10.14)	Amended and Restated Term Loan Agreement dated as of November 8, 2018, among Trinity Rail Leasing 2017 LLC; Crédit Agricole Corporate and Investment Bank, as Administrative Agent for the Lenders; the Lenders; and U.S. Bank National Association, as Collateral Agent, Custodian and Depositary (incorporated by reference to Exhibit 10.1 to our Form 8-K filed November 15, 2018).
(10.15)	Master Indenture dated June 20, 2018, between Trinity Rail Leasing 2018 LLC and Wilmington Trust Company, as indenture trustee (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018).
(10.15.1)	Series 2020-1 Supplement dated October 19, 2020, between Trinity Rail Leasing 2018 LLC and Wilmington Trust Company, as indenture trustee (incorporated by reference to Exhibit 10.22.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2020).
(10.16)	Tax Matters Agreement, dated as of October 31, 2018, by and between Trinity Industries, Inc. and Arcosa, Inc. (incorporated by reference to Exhibit 10.2 to our Form 8-K filed November 1, 2018).
(10.17)	Master Indenture dated April 10, 2019, between Trinity Rail Leasing 2019 LLC and U.S. Bank National Association, as indenture trustee (incorporated by reference to Exhibit 10.2.1 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019).
(10.17.1)	Series 2019-2 Supplement dated October 17, 2019, between Trinity Rail Leasing 2019 LLC and U.S. Bank National Association, as indenture trustee (incorporated by reference to Exhibit 10.1.1 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019).
(10.18)	Master Indenture dated November 19, 2020, between Trinity Rail Leasing 2020 LLC and U.S. Bank National Association, as indenture trustee (incorporated by reference to Exhibit 10.29 to our Annual Report on Form 10-K for the annual period ended December 31, 2020). [Portions omitted]
(10.18.1)	Series 2020-2 Supplement dated November 19, 2020, between Trinity Rail Leasing 2020 LLC and U.S. Bank National Association, as indenture trustee (incorporated by reference to Exhibit 10.29.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2020).
(10.19)	Note Purchase Agreement dated May 4, 2021, by and among Trinity Rail Leasing 2012 LLC, Trinity Industries Leasing Company, RIV 2013 Rail Holdings LLC, TRP 2021 Railcar Holdings LLC, Credit Suisse Securities (USA) LLC, Wells Fargo Securities LLC, Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., BofA Securities, Inc., and Fifth Third Securities, Inc. (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021).
(10.19.1)	Master Indenture dated June 15, 2021, by and between TRP 2021 LLC and U.S. Bank National Association, as Indenture Trustee (incorporated by reference to Exhibit 10.2.1 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021).
(10.19.2)	Series 2020-1 Supplement dated June 15, 2021, between TRP 2021 LLC and U.S. Bank National Association, as Indenture Trustee (incorporated by reference to Exhibit 10.2.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021).
(10.20)	Note Purchase Agreement dated May 25, 2021, by and among TRIP Rail Master Funding LLC, Trinity Industries Leasing Company, TRIP Rail Holdings LLC, Triumph Rail Holdings LLC, Credit Suisse Securities (USA) LLC, Wells Fargo Securities LLC, Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, BofA Securities, Inc., and Fifth Third Securities, Inc. (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021).
(10.20.1)	Master Indenture dated June 15, 2021, by and between Triumph Rail LLC and U.S. Bank National Association, as Indenture Trustee (incorporated by reference to Exhibit 10.3.1 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021).

113

NO.	DESCRIPTION
(10.20.2)	Series 2021-2 Supplement dated June 15, 2021, by and between Triumph Rail LLC and U.S. Bank National Association, as Indenture Trustee (incorporated by reference to Exhibit 10.3.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021).
(10.21)	Term Loan Agreement dated May 18, 2021, among TRIP Railcar Co., LLC, Trinity Industries Leasing Company, TRIP Rail Holdings LLC, the Lenders, Credit Suisse AG, New York Branch, as agent for the Lenders, and U.S. Bank National Association, as Collateral Agent and Depositary (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021).
(10.21.1)	Notice of Optional Reduction of Commitment, dated May 25, 2021 (incorporated by reference to Exhibit 10.4.1 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021).
(10.21.2)	Asset Contribution and Purchase Agreement dated May 18, 2021 between TRIP Railcar Co., LLC and TRIP Rail Holdings LLC (incorporated by reference to Exhibit 10.4.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021).
(10.22)	Note Purchase Agreement dated June 22, 2021, by and among Trinity Industries Leasing Company, Trinity Rail Leasing 2021 LLC, Wells Fargo Securities LLC, Credit Agricole Securities (USA) Inc., BofA Securities, Inc., Citizens Capital Markets, Inc., Credit Suisse Securities (USA) LLC, PNC Capital Markets LLC, and Regions Securities LLC (incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021).
(10.22.1)	Master Indenture dated June 30, 2021, by and between Trinity Rail Leasing 2021 LLC and U.S. Bank National Association, as Indenture Trustee (incorporated by reference to Exhibit 10.5.1 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021).
(10.22.2)	Series 2021-1 Supplement dated June 30, 2021, by and between Trinity Rail Leasing 2021 LLC and U.S. Bank National Association, as Indenture Trustee (incorporated by reference to Exhibit 10.5.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021).
(10.22.3)	Purchase and Contribution Agreement dated June 30, 2021, by and among Trinity Rail Leasing Warehouse Trust, Trinity Industries Leasing Company, and Trinity Rail Leasing 2021 LLC (incorporated by reference to Exhibit 10.5.3 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021).
(10.23)	Stock Purchase Agreement dated April 29, 2021, by and among Trinity Industries, Inc. and ValueAct Capital Master Fund, L.P. (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021).
(10.24)	Stock Purchase Agreement dated December 31, 2021, by and among Trinity Industries, Inc. and ValueAct Capital Master Fund, L.P. (incorporated by reference to Exhibit 10.1 to our Form 8-K filed January 5, 2022).
(21)	Listing of subsidiaries of Trinity Industries, Inc. (filed herewith).
(22.1)	Subsidiary guarantors and issuers of guaranteed securities (filed herewith).
(23)	Consent of Ernst & Young LLP (contained on page 115 of this document and filed herewith).
(31.1)	Rule 13a-15(e) and 15d-15(e) Certification of the Chief Executive Officer (filed herewith).
(31.2)	Rule 13a-15(e) and 15d-15(e) Certification of the Chief Financial Officer (filed herewith).
(32.1)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
(32.2)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
101.INS	Inline XBRL Instance Document — the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document (filed electronically herewith)
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith)
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith)
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith)
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith)
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Management contracts and compensatory plan arrangements.

Item 16. Form 10-K Summary.

None.

114

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements:

1.Post-Effective Amendment No. 3 to the Registration Statement (Form S-8, No. 2-64813),

2.Post-Effective Amendment No. 1 to the Registration Statement (Form S-8, No. 33-10937),

3.Registration Statement (Form S-8, No. 33-35514),

4.Registration Statement (Form S-8, No. 33-73026),

5.Registration Statement (Form S-8, No. 333-77735),

6.Registration Statement (Form S-8, No. 333-91067),

7.Registration Statement (Form S-8, No. 333-85588),

8.Registration Statement (Form S-8, No. 333-85590),

9.Registration Statement (Form S-8, No. 333-114854),

10.Registration Statement (Form S-8, No. 333-115376),

11.Registration Statement (Form S-8, No. 333-159552),

12.Registration Statement (Form S-8, No. 333-169452),

13.Registration Statement (Form S-8, No. 333-183941),

14.Registration Statement (Form S-8, No. 333-203876),

15.Registration Statement (Form S-8, No. 333-215067), and

16.Registration Statement (Form S-8, No. 333-230537)

of our reports dated February 17, 2022, with respect to the consolidated financial statements of Trinity Industries, Inc. and Subsidiaries and the effectiveness of internal control over financial reporting of Trinity Industries, Inc. and Subsidiaries included in this Annual Report (Form 10-K) of Trinity Industries, Inc. for the year ended December 31, 2021.

/s/ ERNST & YOUNG LLP

Dallas, Texas

February 17, 2022

115

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRINITY INDUSTRIES, INC.	By	/s/ Eric R. Marchetto
Registrant
		Eric R. Marchetto
		Executive Vice President and Chief Financial Officer
		February 17, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Directors:	Principal Executive Officer:
/s/ Leldon E. Echols	/s/ E. Jean Savage
Leldon E. Echols	E. Jean Savage
Non-Executive Chairman	Chief Executive Officer, President, and Director
Dated: February 17, 2022	Dated: February 17, 2022
/s/ William P. Ainsworth
William P. Ainsworth	Principal Financial Officer:
Director
Dated: February 17, 2022	/s/ Eric R. Marchetto
	Eric R. Marchetto
/s/ Jason G. Anderson	Executive Vice President and Chief Financial Officer
Jason G. Anderson	Dated: February 17, 2022
Director
Dated: February 17, 2022
	Principal Accounting Officer:
/s/ John J. Diez
John J. Diez	/s/ Steven L. McDowell
Director	Steven L. McDowell
Dated: February 17, 2022	Vice President and Chief Accounting Officer
	Dated: February 17, 2022
/s/ Tyrone M. Jordan
Tyrone M. Jordan
Director
Dated: February 17, 2022
/s/ S. Todd Maclin
S. Todd Maclin
Director
Dated: February 17, 2022
/s/ Dunia A. Shive
Dunia A. Shive
Director
Dated: February 17, 2022

116

EX-3.2

Exhibit 3.2

As Amended Effective May 3, 2021

BYLAWS

OF

TRINITY INDUSTRIES, INC.

ARTICLE I.

Offices

    Section 1.     Registered Office. The registered office shall be located in the City of Wilmington, County of New Castle, State of Delaware.

    Section 2.    Other Offices. The corporation may also have offices at such other places within or without the State of Delaware as the Board of Directors may from time to time determine, or as the business of the corporation may require.

ARTICLE II.

Meetings of Stockholders

    Section 1.    Location of Meetings. Meetings of the stockholders for any purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

    Section 2.    Annual Meetings of Stockholders. The annual meeting of stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Nominations for election to the Board of Directors shall be made at such meeting only by or at the direction of the Board of Directors, by a nominating committee or person appointed by the Board of Directors, or by a stockholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 2 and nominates such proposed nominee in person or by proxy at the annual meeting of stockholders. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation. To be timely, a stockholder's notice shall be delivered to, or mailed and received at, the principal executive offices of the corporation not less than sixty (60) days nor more than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the later of (i) the sixtieth (60th) day prior to such annual meeting or (ii) the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended. Such stockholder's notice to the Secretary shall set forth (a)

as to each person whom the stockholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of capital stock of the corporation which are beneficially owned by the person, and (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended; and (b) as to the stockholder giving the notice, (i) the name and record address of the stockholder, (ii) the class and number of shares of capital stock of the corporation which are beneficially owned by the stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. To be eligible to be a nominee for election or re-election as a director, a person nominated for election or re-election as a director must deliver a written representation and agreement that such person will comply, if elected or re-elected as a director of the corporation, with all policies and guidelines applicable to all directors of the corporation, including, without limitation, all applicable corporate governance, conflict of interest and confidentiality policies and guidelines. The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as director of the corporation. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth herein.

    The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

    At each annual meeting of the stockholders, only such business shall be conducted as shall have properly been brought before the meeting. To be properly before the meeting, the business to be conducted must be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, otherwise properly brought before the meeting by or at the direction of the Board of Directors, or otherwise properly brought before the meeting by a stockholder entitled to vote at the meeting. In addition to any other applicable requirements, for business to be properly brought before the meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation and present such business in person or by proxy at the annual meeting of stockholders. To be timely, a stockholder's notice shall be delivered to, or mailed and received at, the principal executive offices of the corporation not less than sixty (60) days nor more than ninety days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the later of (i) the sixtieth (60th) day prior to such annual meeting or (ii) the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. A stockholder's notice to the Secretary of the corporation shall set forth as to each matter that the stockholder proposes to bring before the annual

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meeting, (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the stockholder proposing such business, (iii) the class and number of shares of the corporation which are beneficially owned by the stockholder, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting. Notwithstanding the foregoing provisions of this Section 2, a stockholder seeking to have a proposal included in the corporation's proxy statement shall comply with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended (including, but not limited to, Rule 14a-8 or its successor provision), including the requirements regarding appearance and presentation of the proposal at the stockholder meeting.

    Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in this Section 2; provided, however, that nothing in this Section 2 shall be deemed to preclude discussion by any stockholder of any business properly brought before the annual meeting in accordance with the procedures set forth in this Section 2.

    The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that the business sought to be so conducted was not properly brought before the meeting in accordance with the provisions of this Section 2, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

    Section 3.    Special Meetings of Stockholders. Special meetings of the stockholders may be called only by the Chief Executive Officer or by the Board of Directors pursuant to a resolution adopted by a majority of the directors constituting the entire Board of Directors.

    Section 4.     Notice of Meetings. Notice of the place, if any, date and time of all meetings of the stockholders shall be given, not less than ten (10) nor more than sixty (60) days before the date of the meeting (unless a different time is specified by law) by or at the direction of the Chief Executive Officer, the Secretary or the officer calling the meeting to every stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called. Except as otherwise provided herein or permitted by applicable law, notice to stockholders shall be in writing and delivered personally or mailed to the stockholders at their address appearing on the books of the corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, notice of meeting may be given to stockholders by means of electronic transmission in accordance with applicable law. Notice of any meeting need not be given to any stockholder who shall, either before or after the meeting, submits a waiver of notice or who shall attend such meeting, except when the stockholder attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

    Section 5.    Quorum. The holders of a majority of the shares entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum at meetings of

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stockholders except as otherwise provided by applicable law or the Certificate of Incorporation.

    Section 6.     Adjournments. The Chairman of the meeting shall have the power to adjourn the meeting from time to time to reconvene at the same or some other place, if any, and notice need not be given of such adjourned meeting if the time and place, if any, thereof are announced at the meeting at which the adjournment is taken. At such adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

    Section 7.    Election of Directors. Each director shall be elected by the vote of the majority of the votes cast with respect to that director’s election at any meeting for the election of directors at which a quorum is present; provided, if the number of persons properly nominated to serve as directors exceeds the number of directors to be elected, then each director of the corporation shall be elected by the vote of a plurality of the shares present in person or by proxy at the meeting and entitled to vote on the election of directors. For purposes of this Section 7, a majority of votes cast shall mean that the number of shares voted “for” a director’s election exceeds 50% of the number of votes cast with respect to the director’s election; votes cast shall include votes to withhold authority and exclude abstentions with respect to the director’s election.

    If a nominee for director is not elected and the nominee is an incumbent director, the director shall promptly tender his or her resignation to the Board of Directors, subject to acceptance by the Board of Directors. The Corporate Governance and Directors Nominating Committee will make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board of Directors will act on the tendered resignation, taking into account the Corporate Governance and Directors Nominating Committee’s recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of certification of the election results. The Corporate Governance and Directors Nominating Committee in making its recommendation and the Board of Directors in making its decision may each consider any factors or other information that they consider appropriate and relevant. The director who tenders his or her resignation will not participate in the recommendation of the Corporate Governance and Directors Nominating Committee or the decision of the Board of Directors with respect to his or her resignation.

    If a director’s resignation is accepted by the Board of Directors pursuant to this Bylaw, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors may fill the resulting vacancy pursuant to the provisions of Section 2 of Article III of these Bylaws or may decrease the size of the Board of Directors.

    Section 8.    Voting. Except as provided in Section 7 of this Article with respect to the election of the Board of Directors, at a meeting at which a quorum is present, the vote of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote shall be the act of the stockholders' meeting, unless the vote of a greater number is required by law or the Certificate of Incorporation. Each outstanding share, regardless of class, shall be entitled to one vote on each matter

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submitted to a vote at a meeting of stockholders, except to the extent that the voting rights of the shares of any class are limited or denied by the Certificate of Incorporation.

    Section 9.    Proxies. At any meeting of the stockholders, every stockholder having the right to vote may vote either in person, or by proxy appointed by an instrument in writing as to a particular meeting and any adjournment or adjournments thereof subscribed by such stockholder or by his or her duly authorized attorneyinfact. A proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise provided by law.

    Section 10. Stockholder List. The officer or agent having charge of the stock transfer books shall make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the principal place of business of the corporation, and shall be subject to inspection by any stockholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting, and shall be subject to the inspection of any stockholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer book or to vote at any such meeting of stockholders.

    Section 11.    Rules of Conduct. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. The Chairman of the Board of Directors shall act as Chairman of the meeting and shall preside at all meetings of the stockholders. In the absence of the Chairman of the Board of Directors, the Board of Directors shall designate a person to serve as Chairman of the meeting. Except to the extent inconsistent with these Bylaws or such rules and regulations as adopted by the Board of Directors, the Chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all acts as, in the judgment of such Chairman, are appropriate for the proper conduct of the meeting.

ARTICLE III.

Directors

    Section 1.    Number of Directors. The number of directors of the corporation shall be eight (8). The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his or her successor is elected and qualified or until the director’s earlier death, resignation, disqualification or removal; provided, that any director may be removed at any time, with or without cause, by the holders of a majority of the shares of capital stock entitled to vote, represented in person or by proxy, at any duly constituted meeting of stockholders called for the purpose of removing any such director or directors. Directors need not be residents of the State of Delaware or stockholders of the corporation.

    Section 2.     Vacancies. Any vacancy occurring in the Board of Directors may be filled by the vote of a majority of the directors then in office though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any newly created directorship(s) resulting from an increase in the authorized number of directors elected by all

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stockholders entitled to vote as a single class shall be filled by the vote of a majority of the directors then in office, though less than a quorum.

    Section 3.    Resignations. A director may resign at any time by notice given in writing or by electronic transmission to the corporation. Such resignation shall take effect at the date of receipt of such notice by the corporation or at such later time as is therein specified.

    Section 4.    Duties of Board of Directors. The business and affairs of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute, the Certificate of Incorporation, or these Bylaws directed or required to be exercised and done by the stockholders.

    Section 5.     Locations of Meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Delaware.

    Section 6.    Regular Meetings. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors or its Chairman. Written notice of regular meetings of the Board of Directors shall not be required.

    Section 7.     Special Meetings. Special meetings of the Board of Directors may be held at such time and at such places as may be determined by Chairman of the Board of Directors or the Presiding Director. Special meetings of the Board of Directors may be called upon twentyfour (24) hours’ notice to each director, or such shorter period of time as the person calling the meeting deems appropriate in the circumstances, either personally or by email, mail or telephone. Neither the business to be transacted at, nor the purposes of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such special meeting.

    Section 8.    Quorum. A majority of the total number of Directors then fixed pursuant to Section 1 of Article III of these Bylaws shall constitute a quorum for the transaction of business, and the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater number is required by applicable law or the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

    Section 9.    Committees. The Board of Directors may from time to time designate committees of the Board of Directors, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board of Directors and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any members of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

    Section 10.    Committee Meetings. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith,

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except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings. At least one-half of the members shall constitute a quorum, unless a greater percentage is specified in the committee’s charter. All matters shall be determined by a majority vote of the members present. Action to be taken by any committee without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of such committee. Such filing shall be in proper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE IV.

Notices

    Section 1.    Notices. If mailed, notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation and such notice shall be deemed to be given when deposited in the United States mail with postage thereon prepaid. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the Delaware General Corporation Law or any successor provision thereto.

    Section 2.    Waivers. Whenever any notice is required to be given to any stockholder or director under the provisions of the statutes, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

    Section 3.    Attendance. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE V.

Officers

    Section 1.    Positions. Except as other provided in these Bylaws, all references to officers shall apply to both elected officers and appointed officers. The elected officers of the corporation shall consist of a Chief Executive Officer, President, Chief Financial Officer, a Secretary and a Treasurer and, in addition, one or more Senior Vice Presidents or Vice Presidents, as determined by the Board of Directors. One individual person may hold multiple offices.

    Section 2.     Appointment. The elected officers, and any other officers which the Board of Directors consider should be elected, shall be appointed or elected by the Board of Directors at its first meeting after each annual meeting of stockholders or at such other time and place determined by the Board and at such other times as determined by the Board of Directors to fill vacancies in elected offices. Such other officers and assistant officers and agents that are not otherwise elected by the Board of Directors may be appointed by the Chief Executive Officer of the corporation, including, with respect to each Business Group, a Chairman, a President, and one or more Vice Presidents.

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    Section 3.    Resignation; Removal. The elected and appointed officers of the corporation shall hold office until their respective successors shall have been appointed or elected pursuant to these Bylaws and shall have qualified or until their earlier death, resignation, disqualification or removal. Any elected officer may be removed from office by a majority vote of the total number of Directors then fixed pursuant to Section 1 of Article III of these Bylaws with or without cause at any time, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any appointed officer may be removed by the Chief Executive Officer with or without cause at any time, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

    Section 4.     Chairman. The Chairman of the Board of Directors, if one is elected by the Board of Directors, shall have the powers and duties as shall be prescribed by the Board of Directors. The Chairman of the Board shall preside at all meetings of the stockholders and the Board of Directors, and shall have such other powers and duties as usually pertain to such office or as may be delegated by the Board of Directors.

    Section 5.    Chief Executive Officer. Unless the Board of Directors shall otherwise delegate such duties, the Chief Executive Officer shall have general supervision, management, direction and control of the business of the corporation, including those listed in Section 2 and Section 3 of this Article, and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer or his or her designee shall have the authority to execute bonds, leases, mortgages, promissory notes and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. The Chief Executive Officer shall have the general powers and duties of management usually vested in the office of chief executive officer of a corporation and shall perform such other duties and possess such other authority and powers as the Board of Directors may from time to time prescribe.

    Section 6.    Chief Financial Officer. The Chief Financial Officer shall have general financial supervision, management, direction and control of the business and affairs of the corporation and shall see that all financial orders and resolutions of the Board of Directors are carried into effect. The Chief Financial Officer shall be authorized to execute promissory notes, bonds, mortgages, leases and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. The Chief Financial Officer shall have the general financial powers and duties of management usually vested in the office of chief financial officer of a corporation and shall perform such other duties and possess such other authority and powers as the Board of Directors, Chief Executive Officer or Chairman of the Board may from time to time prescribe.

    Section 7.    President. The President shall have the general powers and duties of management usually vested in the office of president (in circumstances where such corporation also maintains the office of chief executive officer) or chief operating officer of a corporation (including the general supervision of the day-to-day operations of the corporation) and shall perform such other duties and possess such other authority and powers as the Board of Directors, Chief Executive Officer or Chairman of the Board may from time to time prescribe.

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    Section 8. Vice Presidents. Each Vice President shall have such powers and duties as may be assigned to him by the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer and the President. Each Vice President, in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Chief Executive Officer or the President, perform the duties and exercise the powers of the Chief Executive Officer or the President during that officer’s absence or inability to act. The Vice Presidents shall also have the authority to execute promissory notes, bonds, mortgages, leases and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. Each Vice President shall also perform such other duties and have such other powers as the Board of Directors, Chief Executive Officer or President of the corporation shall prescribe.

    Section 9.    Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and shall record all the proceedings of the meetings of the stockholders and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees, when requested. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors. The Secretary shall keep in safe custody the seal of the corporation, and, when authorized by the Board of Directors or directed by the President or any Vice President, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his or her signature or by the signature of the Treasurer or any Assistant Secretary. The Secretary shall also perform such other duties and have such other powers as the Board of Directors, Chief Executive Officer or President of the corporation shall prescribe.

    Section 10.    Assistant Secretaries. The Assistant Secretaries, in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary. The Assistant Secretaries shall also perform such other duties and have such other powers as the Board of Directors, Chief Executive Officer or President of the corporation shall prescribe.

    Section 11.    Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositaries as may be designated from time to time by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors or Chief Financial Officer, taking proper vouchers for such disbursements, and shall render to the Chief Financial Officer and the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all his or her transactions as Treasurer. If required by the Board of Directors, the Treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the corporation. The Treasurer shall also perform such other duties and have such other powers as the Board of Directors, Chief Executive Officer, Chief Financial Officer or President of the corporation shall prescribe.

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    Section 12. Assistant Treasurers. Each Assistant Treasurer, in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. Each Assistant Treasurer shall also perform such other duties and have such other powers as the Board of Directors, Chief Executive Officer, Chief Financial Officer or President of the corporation shall prescribe.

    Section 13. Other Officers. Such other officers and assistant officers and agents as may be deemed necessary may be appointed by the Chief Executive Officer of the corporation, including a Chairman, a President, and one or more Vice Presidents of the respective Business Groups. The President or the Vice Presidents of the Business Group who, in the order of their seniority, unless otherwise determined by the Chief Executive Officer of the corporation, shall perform the duties of the Chairman or President, as the case may be, of the Business Group in the absence or disability of the Chairman or President, as the case may be, of that Business Group. Each President or Vice President, as the case may be, of a Business Group shall perform such other duties and have such other powers as the Chief Executive Officer of the corporation or the Chairman or President, as the case may be, of that Business Group shall prescribe. Business Group officers shall hold office until their respective successors shall have been chosen and shall have qualified or until their earlier death, resignation, disqualification or removal. Any Business Group officer appointed by the Chief Executive Officer may be removed by the Chief Executive Officer with or without cause at any time. Any vacancy occurring in any office of a Business Group by death, resignation, removal or otherwise shall be filled by the Chief Executive Officer of the corporation.

ARTICLE VI.

Indemnification of Directors and Officers

    Section 1.    Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was or has agreed to become a director or an officer of the corporation or is or was serving or has agreed to serve at the request of the corporation as a director, officer, or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter, an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by the corporation to the fullest extent permitted by Delaware law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than such law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this Article VI with respect to proceedings to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation.

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    Section 2.    Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 1 of this Article VI, an indemnitee shall also have the right to be paid by the corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The Board of Directors, may, in the manner set forth herein, and upon approval of such indemnitee, authorize the corporation’s counsel to represent such indemnitee in any action, suit or proceeding, whether or not the corporation is a party to such action, suit or proceeding.

    Section 3.    Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2 of this Article VI is not paid in full by the corporation within sixty (60) days after a written claim has been received by the corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) businessdays, the indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. To the fullest extent permitted by law, if successful in whole or in part in any such suit (including, without limitation, if the suit is dismissed without prejudice), or in a suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VI or otherwise shall be on the corporation.

    Section 4.    Determination Regarding Standard of Conduct. Any indemnification under this Article VI (unless ordered by a court) shall be paid by the corporation unless a determination is made (1) by the Board of Directors by a majority vote of the directors

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who were not parties to such action, suit or proceeding, even though less than a quorum, (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (3) by the stockholders, that indemnification is not proper in the circumstances because the indemnitee has not met the requisite standard of conduct under applicable law.

    Section 5.    Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the corporation’s Certificate of Incorporation, Bylaws, agreement, vote of stockholders or directors or otherwise.

    Section 6.    Insurance. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, limited liability company, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

    Section 7.    Nature of Rights. The rights conferred upon indemnitees in this Article VI shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article VI that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit, eliminate, or impair any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

    Section 8.    Severability. If this Article VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director and officer of the corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the corporation, to the full extent permitted by any applicable portion of this Article VI that shall not have been invalidated and to the full extent permitted by applicable law.

ARTICLE VII.

Certificates for Shares; Record Dates; Written Consent

    Section 1.    Certificates for Shares. Shares of stock of the corporation may be certificated or uncertificated as provided under Delaware General Corporation Law. The corporation shall deliver, upon request, certificates representing all shares to which stockholders are entitled; and such certificates shall be signed by the President or a Vice President, and the Secretary or an Assistant Secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. No certificate shall be issued for any share until the consideration therefor has been fully paid. Each certificate representing shares shall state upon the face thereof that the corporation is organized under the laws of the State of Delaware, the name of the person to whom issued, the number and class and the designation of the series, if any, which such certificate represents, and the par value of each share represented by such certificate or a statement that the shares are without par value. Except as otherwise provided by law, the rights and obligations of holders of uncertificated shares and the rights and

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obligations of holders of certificated shares of the same class and series shall be identical.

    Section 2.    Signatures. The signatures of the President or Vice President, and the Secretary or Assistant Secretary, upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of the issuance.

    Section 3.    Replacement of Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued or may register uncertificated shares in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates or the registration of uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance or registration thereof, require the owner of such lost or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

    Section 4.    Transfer of Certificates. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate or register uncertificated shares to the person entitled thereto, cancel the old certificate, and record the transaction upon its books. Upon the receipt of proper transfer instructions of uncertificated shares by the holders thereof in person or by their duly authorized legal representatives, such uncertificated shares shall be cancelled, issuance of new equivalent certificated shares or registration of uncertificated shares shall be made to the stockholder entitled thereto and the transaction shall be recorded on the books of the corporation.

    Section 5.    Record Dates; Written Consent.

    (a) Meetings. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting. If no record date is fixed by the Board of Directors for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders or any adjournment thereof, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day next preceding the day on which notice of the meeting of stockholders is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the determination of stockholders

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entitled to vote at the adjourned meeting and in such case shall also fix the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date that is fixed for the determination of stockholders entitled to vote therewith at the adjourned meeting.

    (b) Written Consent.

(i)In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date and in connection therewith, shall provide the information set forth in Section 5(b)(ii) of Article VII. The Board of Directors shall promptly, but in all events within ten (10) days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten (10) days of the date upon which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or any officer or agent of the corporation having custody of the book in which proceedings of stockholders’ meeting are recorded, to the attention of the Secretary of the corporation. Delivery shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

(ii)To be in proper form for purposes of this Section 5, a request by a stockholder for the Board of Directors to fix a record date shall set forth:

(a)As to any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent, the information set forth in Section 2(b)(i), Section 2(b)(ii), Section 2(b)(iii)(with respect to any written consent for the election or re-election of a director nominee) and Section 2(b)(v) of Article II with respect to such stockholder; and

(b)As to the action or actions proposed to be taken by written consent, (1) a brief description of the action or actions, the reason for taking such action or actions and any material interest in such action or actions of any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent, (2) the text of the resolutions or consent proposed to be acted upon by written consent of the

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stockholders, (3) a reasonably detailed description of all agreements, arrangements and understandings between any stockholder and any other person or persons (including their name) in connection with the request or such action or actions and (4) if election of directors is one of the actions proposed to be taken by written consent, as to each person whom any stockholder proposed to be elected or re-elected as a director, the information regarding the nominee as set forth in, or required from the nominee by, Section 2 of Article II.

(c)In addition to the requirements of this Section 5, any stockholder seeking to take an action by written consent shall comply with all requirements of applicable law, including all of the requirements of the Securities Exchange Act of 1934, as amended, with respect to such action.

    (c) Dividends; Distributions. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) days prior to such action. If no record date has been fixed by the Board of Directors, the record date for determining stockholders for any such purpose shall be the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

    Section 6.    Stockholder of Record. The corporation shall be entitled to recognize the exclusive rights of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

ARTICLE VIII.

General Provisions

    Section 1.    Dividends. The Board of Directors may declare and the corporation may pay dividends on its outstanding shares in cash, property, or its own shares pursuant to law and subject to the provisions of its Certificate of Incorporation.

    Section 2.    Reserves. Subject to applicable law, the Board of Directors may by resolution create a reserve or reserves out of earned surplus for any purpose or purposes and may abolish any such reserve in the same manner.

    Section 3.    Reports. The Board of Directors must, when requested by the holders of at least onethird of the outstanding shares of the corporation, present written reports of the business and financial affairs of the corporation.

    Section 4.    Signatures. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate as provided in these Bylaws.

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    Section 5.    Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

    Section 6.    Corporate Seal. The corporate seal shall have inscribed thereon the name of the corporation and may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

    Section 7.    Conflicts. These Bylaws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these Bylaws may conflict with applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation.

    Section 8.     Exclusive Forum. Unless the corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Court of Chancery”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of fiduciary duty owed by any director or officer or other employee of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim against the corporation, its directors, officers or employees arising pursuant to any provision of the General Corporation Law of the State of Delaware or the corporation’s Certificate of Incorporation or these Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim against the corporation, its directors, officers or employees governed by the internal affairs doctrine, except as to each of (i) through (iv) above, for any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery or for which the Court of Chancery does not have subject matter jurisdiction. If any provision or provisions of this Section 8 of Article VIII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 8 of Article VIII (including, without limitation, each portion of any sentence of this Section 8 of Article VIII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby

ARTICLE IX.

Amendments

    These Bylaws may be altered, amended or repealed at any regular or special meeting of, or by the unanimous written consent of, the Board of Directors.

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EX-10.8

Exhibit 10.8

TRINITY INDUSTRIES, INC.

DIRECTOR COMPENSATION

Summary Sheet as of December 10, 2021

On December 10, 2021, the Board of Directors approved the following compensation for non-employee directors, effective in 2022:

•Board member annual retainer – $70,000

•Annual equity compensation – $130,000, using a date of grant share price as the basis for awards, with a minimum vesting period of one year

•Independent Chairman of the Board – annual retainer of $125,000, to be paid in cash and/or equity, as selected by the Chair

•Chairs of the Audit Committee and Human Resources Committee – annual retainer of $20,000

•Chairs of Corporate Governance and Risk Committee and Finance and Risk Committee  – annual retainer of $15,000

•Board meeting fee – $2,000 for each meeting attended

•Committee members – $2,000 for each meeting attended

•Ad hoc or special assignment work performed for or at the request of the Chairman or Chief Executive Officer and President – $2,000 per day

EX-10.9.3

Exhibit 10.9.3

Execution Version

AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of December 9, 2021, by and among TRINITY INDUSTRIES, INC., a Delaware corporation (the “Borrower”), the lenders listed on the signature pages hereof (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), under that certain Amended and Restated Credit Agreement, dated as of November 1, 2018, by and among the Borrower, the lenders from time to time party thereto and the Administrative Agent, as amended by that certain Amendment No. 1 to Amended and Restated Credit Agreement, dated as of July 17, 2020, and as amended by that certain Amendment No. 2 to Amended and Restated Credit Agreement, dated as of March 16, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used but not otherwise defined herein shall have the meaning given to them in the Credit Agreement.

WITNESSETH

WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement;

WHEREAS, the Borrower, the Lenders and the Administrative Agent entered into that certain Amendment No. 1 to the Credit Agreement, dated as of July 17, 2020;

WHEREAS, the Borrower, the Lenders and the Administrative Agent entered into that certain Amendment No. 2 to the Credit Agreement, dated as of March 16, 2021;

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders amend the Credit Agreement on the terms and conditions set forth herein; and

WHEREAS, the Borrower, the Administrative Agent and the requisite number of Lenders have agreed to amend the Credit Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto have agreed to the following:

Section 1.Amendments to the Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3 below, on the Amendment No. 3 Effective Date (as defined below), the Credit Agreement is hereby amended as follows:

(a)Section 1.01 of the Credit Agreement is hereby amended by inserting the following defined terms in appropriate alphabetical order:

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Amendment No. 3 Effective Date” means December 9, 2021.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“UK Financial Institutions” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

(b)Section 1.01 of the Credit Agreement is hereby amended by restating the following defined terms to read as follows:

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

(c)A new sentence is added to the end of Section 2.03 of the Credit Agreement to read as follows:

“Notwithstanding anything to the contrary contained in this Agreement, the Borrower agrees that, from and after the Third Amendment Effective Date, (i) it will not elect any Borrowing in euros or Pounds Sterling, (ii) neither euros nor Pounds Sterling shall be available under the Credit Agreement, and (iii) no

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Lender shall be obligated to participate in any Borrowing in either euros or Pounds Sterling.”

(d)Section 6.09(a) of the Credit Agreement is hereby amended by deleting the table appearing therein and inserting the below table in lieu thereof:

Fiscal Quarter End Date	Maximum Leverage Ratio
March 31, 2021	4.50:1.00
June 30, 2021	4.50:1.00
September 30, 2021	4.25:1.00
December 31, 2021	4.00:1.00
March 31, 2022	4.00:1.00
June 30, 2022	3.75:1.00
September 30, 2022 and thereafter	3.25:1.00

(e)Section 9.19 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“SECTION 9.19. Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

    (i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

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(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.”

Section 2.Specified Consent. The Borrower has informed the Administrative Agent that it intends to dispose of all of the Equity Interests of Trinity Highway Products, LLC (“THP”), a Restricted Subsidiary which is currently a Subsidiary Guarantor, and the net cash proceeds of such disposition are currently contemplated to be used for purposes not prohibited by the Credit Agreement (the “THP Disposition”). Because the book value of THP exceeds five percent (5%) of the Borrower’s consolidated current assets (excluding the current assets of Unrestricted Subsidiaries) and the net cash proceeds of the THP Disposition may not be used to acquire assets or for other purposes useful in the Borrower's business or otherwise be reinvested during the Reinvestment Period, the THP Disposition is prohibited by Section 6.03(a)(v) of the Credit Agreement if the net cash proceeds are not reinvested during the Reinvestment Period.

Notwithstanding anything to the contrary contained in the Credit Agreement (including, without limitation, any limitations set forth in Section 6.03 of the Credit Agreement), upon the effectiveness of this Amendment, each of the Administrative Agent and each Lender party hereto hereby:

(a)consents to the THP Disposition;

(b)agrees that the Borrower is not required to use the net cash proceeds from the THP Disposition (i) to reinvest in other assets, (ii) for other purposes useful in the Borrower's business or (iii) to prepay any Indebtedness (including the Obligations); and

(c)agrees that, upon written confirmation from the Borrower that the THP Disposition has been consummated, THP shall be automatically released from its obligations under the Subsidiary Guaranty as otherwise provided by Section 9.14 of the Credit Agreement.

Upon written confirmation from the Borrower that the THP Disposition has been consummated, the Administrative Agent agrees to take such additional steps and to execute such additional documents as the Borrower may reasonably request from time to time to evidence the release of THP from the Subsidiary Guaranty.

Section 3.Amendment Effective Date; Conditions Precedent. This Amendment shall become effective on the date on which the following conditions have been satisfied or waived (the “Amendment No. 3 Effective Date”):

(a)the Administrative Agent shall have received a counterpart of this Amendment executed by the Borrower, the Administrative Agent and each of the Required Lenders;

(b)the representations and warranties contained in Section 4 hereof shall be true and correct;

(c)the Administrative Agent and the Lenders shall have received all other fees and amounts due and payable on or prior to the Amendment No. 3 Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable expenses required to be reimbursed or paid by the Borrower under the Credit Agreement

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(including, without limitation, the reasonable and documented out-of-pocket fees and expenses of Sidley Austin LLP, counsel to the Administrative Agent); and

(d)the Administrative Agent shall have received such other documents, instruments and agreements as the Administrative Agent shall reasonably request.

Section 4.Representations and Warranties and Reaffirmations of the Borrower.

(a)The Borrower hereby represents and warrants that (i) this Amendment and the Credit Agreement as previously executed and as modified hereby constitute legal, valid and binding obligations of the Borrower and are enforceable against the Borrower in accordance with their terms (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally), and (ii) after giving effect to this Amendment on the Amendment No. 3 Effective Date, no Default or Event of Default has occurred and is continuing.

(b)The Borrower hereby represents and warrants that the representations and warranties of the Borrower set forth in the Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) on and as of the Amendment No. 3 Effective Date after giving effect to this Amendment, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, in the case of any representation or warranty already qualified by materially, in any respect) as of such earlier date, and except that the representations and warranties contained in Sections 3.04(a)(i) and (a)(ii) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 5.01(a) and (b) of the Credit Agreement, respectively.

(c)Upon the effectiveness of this Amendment and after giving effect hereto, the Borrower hereby reaffirms all covenants and other agreements set forth in the Credit Agreement as modified hereby.

Section 5.Reference to the Effect on the Credit Agreement.

(a)Upon the effectiveness of Section 1 hereof, on and after the date hereof, each reference in the Credit Agreement (including any reference therein to “this Credit Agreement,” “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring thereto) or in any other Loan Document shall mean and be a reference to the Credit Agreement as modified hereby.

(b)Except as specifically modified above (and except with respect to the matters covered by the Specified Consent), the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect, and are hereby ratified and confirmed.

(c)Except as expressly set forth herein (including with respect to the Specified Consent), the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

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(d)Upon satisfaction of the conditions set forth in Section 3 hereof and the execution hereof by the Borrower, the Lenders and the Administrative Agent, this Amendment shall be binding upon all parties to the Credit Agreement.

(e)This Amendment shall constitute a Loan Document.

Section 6.GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.. EACH OF THE PARTIES TO THIS AMENDMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 7.Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

Section 8.Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

TRINITY INDUSTRIES, INC.,
as the Borrower

By    /s/ John M. Lee_____________________
Name: John M. Lee
Title:     Vice President and Treasurer     

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Trinity Industries, Inc.

JPMORGAN CHASE BANK, N.A., individually as a Lender and as Administrative Agent

By: /s/ Kody J. Nerios    
Name: Kody J. Nerios
Title: Authorized Officer

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Trinity Industries, Inc.

                        BANK OF AMERICA, N.A.,

    as a Lender

By: /s/ Allison W. Connally    
Name: Allison W. Connally    
Title: Senior Vice President

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Trinity Industries, Inc.

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender

By: /s/ Kara Treiber    
Name: Kara Treiber    
Title: Director

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Trinity Industries, Inc.

TRUIST BANK,

as a Lender

By: /s/ Jason Hembree    
Name: Jason Hembree    
Title: Vice President

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Trinity Industries, Inc.

REGIONS BANK,
as a Lender

By: /s/ Maggie Halleland    
Name: Maggie Halleland    
Title: Director

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Trinity Industries, Inc.

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

as a Lender

By: /s/ Kelly Shield    
Name: Kelly Shield    
Title: Managing Director

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Trinity Industries, Inc.

ZIONS BANCORPORATION, N.A. DBA AMEGY BANK,

as a Lender

By: /s/ Bobby Little    
Name: Bobby Little    
Title: SVP

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Trinity Industries, Inc.

EX-21

Exhibit 21

Trinity Industries, Inc. Active Subsidiaries as of December 31, 2021
Name of Subsidiary	Domicile	Ownership Percentage
CJB Prime Property, LLC	Delaware	100	%
Heritage Aviation Services LLC	Nevada	100	%
International Industrial Indemnity Company	Vermont	100	%
K2Share LLC	Texas	10	%
RailPulse LLC	Delaware	20	%
Reunion General Agency, Inc.	Texas	100	%
Trinity Argentina S.R.L.	Argentina	100	%
TRN Services, LLC	Delaware	100	%
HLA Engineers, Inc.	Texas	41	%
Vigilant Systems, Inc.	Texas	100	%
Trinity Highway Products, LLC	Delaware	100	%
QEAS, Inc.	Delaware	100	%
E-Tech Testing Services, Inc.	Delaware	100	%
Energy Absorption Systems, Inc.	Delaware	100	%
EAS Road Products, Inc.	Delaware	100	%
EAS Road Products (Singapore Branch), Inc.	Delaware	100	%
Trinity Highway Rentals, Inc.	Delaware	100	%
Trinity Industries International, Inc.	Delaware	100	%
Trinity Industries Leasing Company	Delaware	100	%
RIV 2013 Rail Holdings LLC	Delaware	31	%
TRP 2021 LLC	Delaware	100	%
TRP 2021 Railcar Holdings, LLC	Delaware	100	%
TRP Railcar Co., LLC	Delaware	100	%
RIV II, LLC	Delaware	100	%
Signal Rail Holdings LLC (Wafra)	Delaware	10	%
TILX GP V, LLC	Delaware	100	%
Trinity Rail Leasing V LP	Texas	1	%
TILX LP V, LLC	Delaware	100	%
Trinity Rail Leasing V LP	Texas	99	%
Trinity Marks Company	Delaware	100	%
Trinity Rail, Inc.	Delaware	100	%
TrinityRail Leasing Management, Inc.	Delaware	100	%
TrinityRail Canada Inc.	Brit Columbia	100	%
Trinity Rail Leasing 2010 LLC	Delaware	100	%
Trinity Rail Leasing 2017 LLC	Delaware	100	%
Trinity Rail Leasing 2018 LLC	Delaware	100	%
Trinity Rail Leasing 2019 LLC	Delaware	100	%
Trinity Rail Leasing 2020 LLC	Delaware	100	%
Trinity Rail Leasing 2021 LLC	Delaware	100	%
Trinity Rail Leasing VII LLC	Delaware	100	%
Trinity Rail Leasing Warehouse Trust	Delaware	100	%
TRIP Rail Holdings LLC	Delaware	43	%
Triumph Rail Holdings LLC	Delaware	100	%
Triumph Rail LLC	Delaware	100	%

Trinity Industries, Inc. Active Subsidiaries as of December 31, 2021
Name of Subsidiary	Domicile	Ownership Percentage
TrinityRail Investment Holding Company LLC	Delaware	100	%
TRIHC 2018 LLC	Delaware	100	%
Dynamic Rail Leasing LLC	Delaware	15	%
Trinity Industries Metals Laboratory, Inc.	Delaware	100	%
Trinity Industries Railcar Corporation	Delaware	100	%
Trinity Logistics Group, Inc.	Texas	100	%
Trinity Central Maintenance, LLC	Delaware	100	%
Trinity Rail Group, LLC	Delaware	100	%
FreightLucid, LLC	Delaware	100	%
Trinity Heads, Inc.	Delaware	100	%
Trinity North American Freight Car, Inc.	Delaware	100	%
Trinity Parts & Components, LLC	Delaware	100	%
TrinityRail International Holdings, LLC	Illinois	100	%
TrinityRail Commercial Services, LLC	Delaware	100	%
Trinity Rail de Mexico, S. de R.L. de C.V.	Mexico	33	%
Trinity Rail Sabinas, S. de R.L. de C.V.	Mexico	33	%
Trinity Rail de Mexico, S. de R.L. de C.V.	Mexico	67	%
Trinity Rail Sabinas, S. de R.L. de C.V.	Mexico	67	%
Trinity Tank Car, Inc.	Delaware	100	%
TrinityRail Maintenance Services, Inc.	Delaware	100	%
MCM Railyard, LLC	Delaware	100	%
Trinity Bay Worx, LLC	Delaware	100	%
Bay Worx Industries, LLC	Texas	100	%
TrinityRail Asset Management Company, Inc.	Delaware	100	%
Waldorf Properties, Inc.	Delaware	100	%
McConway & Torley – Anniston, Inc.	Delaware	100	%
Platzer Shipyard, Inc.	Delaware	100	%

EX-22.1

Exhibit 22.1

List of Guarantor Subsidiaries

As of December 31, 2021, the following subsidiaries of Trinity Industries, Inc. (the “Parent”) are guarantors of the Parent’s 4.55% senior notes due 2024:

Trinity Industries Leasing Company

Trinity North American Freight Car, Inc.

Trinity Rail Group, LLC

Trinity Tank Car, Inc.

TrinityRail Maintenance Services, Inc.

EX-31.1

Exhibit 31.1

CERTIFICATION

I, E. Jean Savage, certify that:

1.I have reviewed this annual report on Form 10-K of Trinity Industries, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 17, 2022

/s/ E. Jean Savage

E. Jean Savage

Chief Executive Officer, President, and Director

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Eric R. Marchetto, certify that:

1.I have reviewed this annual report on Form 10-K of Trinity Industries, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 17, 2022

/s/ Eric R. Marchetto

Eric R. Marchetto

Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Trinity Industries, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, E. Jean Savage, Chief Executive Officer, President, and Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company, as of, and for, the periods presented in the Report.

/s/ E. Jean Savage

E. Jean Savage

Chief Executive Officer, President, and Director

February 17, 2022

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Trinity Industries, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eric R. Marchetto, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company, as of, and for, the periods presented in the Report.

/s/ Eric R. Marchetto

Eric R. Marchetto

Executive Vice President and Chief Financial Officer

February 17, 2022

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information Document - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Feb. 10, 2022	Jun. 30, 2021
Cover Page [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2021
Document Transition Report	false
Entity File Number	1-6903
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	75-0225040
Entity Address, Address Line One	14221 N. Dallas Parkway, Suite 1100
Entity Address, City or Town	Dallas,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75254-2957
City Area Code	214
Local Phone Number	631-4420
Entity Registrant Name	TRINITY INDUSTRIES INC
Entity Central Index Key	0000099780
Amendment Flag	false
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-21
Title of 12(b) Security	Common Stock
Trading Symbol	TRN
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
ICFR Auditor Attestation Flag	true
Entity Public Float			$ 2,272.9
Entity Common Stock, Shares Outstanding		83,342,128

XML

Audit Information	12 Months Ended
	Dec. 31, 2021
Audit Information [Abstract]
Auditor Name	ERNST & YOUNG LLP
Auditor Location	Dallas, Texas
Auditor Firm ID	42

XML

Consolidated Statements of Operations - USD ($) shares in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenues	$ 1,516,000,000	$ 1,749,700,000	$ 2,752,400,000
Cost of revenues:	1,161,500,000	1,327,400,000	2,178,400,000
Selling, engineering, and administrative expenses:	179,600,000	189,600,000	217,000,000.0
Lease portfolio sales (Note 1)	54,100,000	17,300,000	50,500,000
Gain (Loss) on Disposition of Other Assets	24,100,000	2,700,000	3,900,000
Gains on dispositions of property:	78,200,000	20,000,000.0	54,400,000
Impairment of long-lived assets	0	396,400,000	0
Restructuring activities, net	(3,700,000)	10,900,000	14,600,000
Total operating profit (loss)	256,800,000	(154,600,000)	396,800,000
Interest expense, net	191,400,000	211,000,000.0	214,500,000
Loss on extinguishment of debt	11,700,000	5,000,000	0
Pension plan settlement	(600,000)	151,500,000	0
Other, net	(900,000)	2,500,000	1,100,000
Other (income) expense:	201,600,000	370,000,000.0	215,600,000
Income (loss) from continuing operations before income taxes	55,200,000	(524,600,000)	181,200,000
Current Income Tax Expense (Benefit)	2,800,000	(512,600,000)	6,200,000
Provision for deferred income taxes	13,100,000	238,500,000	52,600,000
Provision (benefit) for income taxes:	15,900,000	(274,100,000)	58,800,000
Income (loss) from continuing operations	39,300,000	(250,500,000)	122,400,000
Gain on sale of discontinued operations, net of provision for income taxes of $51.9, $—, and $—	131,400,000	0	0
Income from discontinued operations, net of provision for income taxes of $3.5, $5.5, and $1.7	11,100,000	24,300,000	13,700,000
Net income (loss)	181,800,000	(226,200,000)	136,100,000
Net loss attributable to noncontrolling interest	(200,000)	(78,900,000)	(1,500,000)
Net income (loss) attributable to Trinity Industries, Inc.	$ 182,000,000.0	$ (147,300,000)	$ 137,600,000
Income (loss) from continuing operations	$ 0.39	$ (1.48)	$ 0.98
Income from discontinued operations	1.40	0.21	0.11
Basic net income (loss) attributable to Trinity Industries, Inc.	1.79	(1.27)	1.09
Income (loss) from continuing operations	0.38	(1.48)	0.96
Income from discontinued operations	1.37	0.21	0.11
Diluted net income (loss) attributable to Trinity Industries, Inc.	$ 1.75	$ (1.27)	$ 1.07
Basic weighted average shares outstanding	101.5	115.9	125.6
Diluted weighted average shares outstanding	103.8	115.9	127.3
Manufacturing [Member]
Revenues	$ 781,400,000	$ 948,200,000	$ 1,636,100,000
Cost of revenues:	769,900,000	910,000,000.0	1,462,200,000
Selling, engineering, and administrative expenses:	32,500,000	38,600,000	60,100,000
Leasing [Member]
Revenues	734,600,000	801,500,000	1,116,300,000
Cost of revenues:	391,600,000	417,400,000	716,200,000
Selling, engineering, and administrative expenses:	50,600,000	51,300,000	49,500,000
Product and Service, Other
Selling, engineering, and administrative expenses:	$ 96,500,000	$ 99,700,000	$ 107,400,000

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Net income (loss)	$ 181.8	$ (226.2)	$ 136.1
Unrealized gains (losses) arising during the period, net of tax benefit (expense) of $(2.8), $5.9, and $3.8	9.2	(19.4)	(12.8)
Reclassification adjustments for losses included in net income (loss), net of tax benefit of $1.2, $3.5, and $0.8	5.4	12.9	4.5
Settlement of pension plan, net of tax benefit of $—, $34.9, and $—	0.0	116.6	0.0
Unrealized gains (losses) arising during the period, net of tax (benefit) expense of $0.1, $2.7, and $(9.0)	0.3	7.7	(30.2)
Amortization of prior service cost, net of tax benefit of $—, $0.3, and $—	0.0	0.9	0.0
Amortization of net actuarial losses, net of tax benefit of $0.1, $1.3, and $1.1	0.2	4.7	3.5
Other comprehensive income (loss):	15.1	123.4	(35.0)
Comprehensive income (loss)	196.9	(102.8)	101.1
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest	1.0	(77.7)	(0.2)
Comprehensive income (loss) attributable to Trinity Industries, Inc.	$ 195.9	$ (25.1)	$ 101.3

XML

Consolidated Balance Sheets - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Cash and cash equivalents	$ 167.3	$ 132.0
Receivables, net of allowance of $15.6 and $14.1	227.6	164.4
Income tax receivable	5.4	445.8
Raw materials and supplies	278.4	165.0
Work in process	91.6	47.9
Finished goods	62.9	72.3
Inventories:	432.9	285.2
Restricted cash, including partially-owned subsidiaries of $58.6 and $31.1	135.1	96.4
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $1,927.7 and $1,931.6	9,105.6	9,087.2
Less accumulated depreciation, including partially-owned subsidiaries of $568.4 and $525.7	2,258.7	2,118.4
Property, Plant and Equipment, Net	6,846.9	6,968.8
Goodwill	154.2	147.2
Assets of discontinued operations	0.0	178.5
Other assets	266.5	283.5
Total assets	8,235.9	8,701.8
Accounts payable	206.4	146.1
Accrued liabilities	307.4	310.0
Debt and Lease Obligation	398.7	448.2
Non-Recourse Debt	4,771.9	4,568.8
Debt:	5,170.6	5,017.0
Deferred income taxes	1,106.8	1,047.5
Liabilities of discontinued operations	0.0	18.5
Other liabilities	147.9	146.7
Total liabilities	6,939.1	6,685.8
Preferred stock – 1.5 shares authorized and unissued	0.0	0.0
Common stock – shares authorized at December 31, 2021 and 2020 – 400.0; shares issued and outstanding at December 31, 2021 – 83.3; at December 31, 2020 – 111.2	0.8	1.1
Capital in excess of par value	0.0	0.0
Retained earnings	1,046.6	1,769.4
Accumulated other comprehensive loss	(17.0)	(30.9)
Treasury stock – shares at December 31, 2021 – 0.0; at December 31, 2020 – 0.1	0.6	0.8
Stockholders' Equity Attributable to Parent	1,029.8	1,738.8
Noncontrolling interest	267.0	277.2
Total stockholders' equity	1,296.8	2,016.0
Total liabilities and stockholders' equity	8,235.9	8,701.8
Wholly Owned Subsidiaries [Member]
Non-Recourse Debt	3,555.8	3,340.5
Partially-Owned Subsidiaries [Member]
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $1,927.7 and $1,931.6	1,927.7	1,931.6
Less accumulated depreciation, including partially-owned subsidiaries of $568.4 and $525.7	568.4	525.7
Non-Recourse Debt	$ 1,216.1	$ 1,228.3

XML

Consolidated Statements of Cash Flows	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Net income (loss)	$ 181,800,000	$ (226,200,000)	$ 136,100,000
Gain on sale of discontinued operations, net of provision for income taxes of $51.9, $—, and $—	(131,400,000)	0	0
Income from discontinued operations, net of income taxes	(11,100,000)	(24,300,000)	(13,700,000)
Depreciation and amortization	265,700,000	258,500,000	276,500,000
Stock-based compensation expense	20,700,000	25,400,000	27,800,000
Provision for deferred income taxes	13,100,000	238,500,000	52,600,000
Net gains on lease portfolio sales	(54,100,000)	(17,300,000)	(50,500,000)
Gains on dispositions of property and other assets	(20,000,000.0)	(5,300,000)	(3,900,000)
Gains on insurance recoveries from property damage	(7,800,000)	0	0
Pension plan settlement	0	(151,500,000)	0
Impairment of long-lived assets	0	396,400,000	0
Non-cash impact of restructuring activities	0	5,300,000	10,900,000
Non-cash interest expense	13,700,000	13,700,000	16,700,000
Loss on extinguishment of debt	11,700,000	5,000,000	0
Other	(3,100,000)	100,000	(4,300,000)
(Increase) decrease in receivables	(64,300,000)	61,600,000	11,700,000
(Increase) decrease in income tax receivable	440,400,000	(441,500,000)	25,700,000
(Increase) decrease in inventories	(147,700,000)	106,400,000	87,400,000
(Increase) decrease in other assets	11,400,000	146,100,000	(114,500,000)
Increase (decrease) in accounts payable	59,200,000	(50,400,000)	(10,400,000)
Increase (decrease) in accrued liabilities	36,500,000	(30,400,000)	(78,600,000)
Increase (decrease) in other liabilities	900,000	8,900,000	(4,100,000)
Net cash provided by operating activities – continuing operations	615,600,000	622,000,000.0	365,400,000
Net cash provided by (used in) operating activities – discontinued operations	(3,800,000)	29,700,000	28,200,000
Net cash provided by operating activities	611,800,000	651,700,000	393,600,000
Proceeds from dispositions of property and other assets	40,500,000	32,700,000	20,000,000.0
Proceeds from lease portfolio sales	454,300,000	138,700,000	205,700,000
Capital expenditures – leasing, net of sold lease fleet railcars owned one year or less with a net cost of $54.0 and $319.3 for the years ended December 31, 2020 and 2019, respectively	(547,200,000)	(602,200,000)	(1,122,200,000)
Capital expenditures – manufacturing and other	(23,600,000)	(95,900,000)	(88,000,000.0)
Acquisitions, net of cash acquired	(16,600,000)	0	0
Proceeds from insurance recoveries	9,500,000	0	0
Payments for (Proceeds from) Other Investing Activities	100,000	0	0
Net cash used in investing activities – continuing operations	(83,000,000.0)	(526,700,000)	(984,500,000)
Net cash provided by (used in) investing activities	276,300,000	(532,900,000)	(993,300,000)
Payments to retire debt	(2,315,800,000)	(1,442,900,000)	(1,724,100,000)
Proceeds from issuance of debt	2,444,100,000	1,561,400,000	2,567,800,000
Shares repurchased	(833,400,000)	(191,300,000)	(224,700,000)
Dividends paid to common shareholders	(88,500,000)	(91,700,000)	(82,100,000)
Purchase of shares to satisfy employee tax on vested stock	(9,300,000)	(9,500,000)	(8,200,000)
Contributions from (distributions to) noncontrolling interest	11,200,000	(6,100,000)	2,200,000
Proceeds from (Payments for) Other Financing Activities	0	(100,000)	0
Net cash provided by (used in) financing activities	(814,100,000)	(168,000,000.0)	526,500,000
Net increase (decrease) in cash, cash equivalents, and restricted cash	74,000,000.0	(49,200,000)	(73,200,000)
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	302,400,000	228,400,000	277,600,000
Interest paid	178,400,000	205,500,000	208,100,000
Income tax refunds, net of payments	435,700,000	62,500,000	16,700,000
Proceeds from Sale of Discontinued Operations, Net of Cash Divested
Net cash used in investing activities – discontinued operations	364,700,000	0	0
Other Investing Activities
Net cash used in investing activities – discontinued operations	$ (5,400,000)	$ (6,200,000)	$ (8,800,000)

XML

Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions	Total	Accelerated Share Repurchase Program	2021-2022 Share Repurchase Program	Cumulative Effect, Period of Adoption, Adjustment [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Accelerated Share Repurchase Program	Retained Earnings [Member]		Retained Earnings [Member] Cumulative Effect, Period of Adoption, Adjustment [Member]	AOCI Attributable to Parent [Member]	Treasury Stock [Member]	Treasury Stock [Member] Accelerated Share Repurchase Program	Treasury Stock [Member] 2021-2022 Share Repurchase Program	Parent [Member]	Parent [Member] Accelerated Share Repurchase Program	Parent [Member] 2021-2022 Share Repurchase Program	Parent [Member] Cumulative Effect, Period of Adoption, Adjustment [Member]	Noncontrolling Interest [Member]
Common Stock, Shares, Issued					(133,300,000)							(100,000)
Total stockholders' equity	$ 2,562.0				$ 1.3	$ 1.2		$ 2,326.1			$ (116.8)	$ (1.0)			$ 2,210.8				$ 351.2
Net income (loss)	136.1							137.6							137.6				(1.5)
Other comprehensive income (loss):	(35.0)										(36.3)				(36.3)				1.3
Dividends, Common Stock, Cash	(88.2)							(88.2)	[1]						(88.2)
Stock-based compensation expense	27.8					27.8									27.8
Shares repurchased												(13,700,000)
Shares repurchased	(224.7)					(70.0)		0.0				$ (294.7)			(224.7)
Settlement of share-based awards, net					(700,000)							(600,000)
Settlement of share-based awards, net	7.1					(4.2)						$ 11.3			7.1
Retirement of treasury stock					14,300,000							14,300,000
Retirement of treasury stock	0.0				$ 0.1	(103.2)		(202.8)				$ (306.1)			0.0
Distributions to noncontrolling interest	(2.2)																		(2.2)
Cumulative effect of adopting new accounting standards				$ 13.7						$ 13.7								$ 13.7
Stockholders' Equity, Other	$ 3.5							3.5							(3.5)
Common Stock, Dividends, Per Share, Declared	$ 0.70
Common Stock, Shares, Issued					(119,700,000)							(100,000)
$0.01 Par Value	$ 0.01
Total stockholders' equity	$ 2,378.9				$ 1.2	0.0		2,182.9			(153.1)	$ (0.9)			2,030.1				348.8
Net income (loss)	(226.2)							(147.3)							(147.3)				(78.9)
Other comprehensive income (loss):	123.4										122.2				122.2				1.2
Dividends, Common Stock, Cash	(90.7)							(90.7)	[1]						(90.7)
Stock-based compensation expense	25.4					25.4									25.4
Shares repurchased												(9,300,000)
Shares repurchased	(193.1)											$ (193.1)			(193.1)
Settlement of share-based awards, net					(1,500,000)							(700,000)
Settlement of share-based awards, net	8.8					(5.1)						$ 13.9			8.8
Retirement of treasury stock					10,000,000.0							10,000,000.0
Retirement of treasury stock	0.0				$ 0.1	(30.5)		(176.5)				$ (207.1)			0.0
Contributions from noncontrolling interest	6.1																		6.1
Cumulative effect of adopting new accounting standards				$ 0.5						$ 0.5								$ 0.5
Stockholders' Equity, Other	$ (0.5)							0.5							0.5
Common Stock, Dividends, Per Share, Declared	$ 0.78
Common Stock, Shares, Issued					(111,200,000)							(100,000)
$0.01 Par Value	$ 0.01
Total stockholders' equity	$ 2,016.0				$ 1.1	0.0		1,769.4			(30.9)	$ (0.8)			1,738.8				277.2
Net income (loss)	181.8							182.0							182.0				(0.2)
Other comprehensive income (loss):	15.1										13.9				13.9				1.2
Dividends, Common Stock, Cash	(84.3)							(84.3)	[1]						(84.3)
Stock-based compensation expense	20.7					20.7									20.7
Shares repurchased												(28,500,000)	(3,300,000)	(25,200,000)
Shares repurchased		$ (125.0)	$ (706.6)				$ 25.0					$ (806.6)	$ (100.0)	$ (706.6)		$ (125.0)	$ (706.6)
Settlement of share-based awards, net					(1,200,000)							(500,000)
Settlement of share-based awards, net	9.7					(4.3)		0.5				$ 13.5			9.7
Retirement of treasury stock					29,100,000							29,100,000
Retirement of treasury stock	0.0				$ 0.3	0.0		(820.0)				$ (820.3)			0.0
Distributions to noncontrolling interest	$ (11.2)																		(11.2)
Common Stock, Dividends, Per Share, Declared	$ 0.86
Common Stock, Shares, Issued					(83,300,000)							0
$0.01 Par Value	$ 0.01
Total stockholders' equity	$ 1,296.8				$ 0.8	$ 0.0		$ 1,046.6			$ (17.0)	$ (0.6)			$ 1,029.8				$ 267.0

[1] Dividends of $0.86, $0.78, and $0.70 per common share for the years ended December 31, 2021, 2020, and 2019, respectively.

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Consolidated Statements of Operations Parenthetical - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Discontinued Operation, Tax Effect of Gain (Loss) from Disposal of Discontinued Operation	$ 51.9	$ 0.0	$ 0.0
Discontinued Operation, Tax Effect of Discontinued Operation	$ 3.5	$ 5.5	$ 1.7

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Consolidated Statements of Comprehensive Income Parenthetical - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
OCI, Debt Securities, Available-for-Sale, Unrealized Holding Gain (Loss), before Adjustment, Tax	$ (2.8)	$ 5.9	$ 3.8
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax	(1.2)	(3.5)	(0.8)
Other Comprehensive Income (Loss), Defined Benefit Plan, Adjustment for Settlement or Curtailment Gain (Loss), Tax	0.0	34.9	0.0
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax	0.1	2.7	(9.0)
Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), Reclassification Adjustment from AOCI, Tax	0.0	(0.3)	0.0
Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), Reclassification Adjustment from AOCI, Tax	$ (0.1)	$ (1.3)	$ (1.1)

XML

Consolidated Balance Sheets Parenthetical - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Accounts Receivable, Allowance for Credit Loss	$ 15.6	$ 14.1
Restricted cash, including partially-owned subsidiaries of $58.6 and $31.1	135.1	96.4
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $1,927.7 and $1,931.6	9,105.6	9,087.2
Less accumulated depreciation, including partially-owned subsidiaries of $568.4 and $525.7	$ 2,258.7	$ 2,118.4
Preferred Stock, Shares Subscribed but Unissued	1,500,000	1,500,000
Preferred Stock, Shares Authorized	1,500,000	1,500,000
Common Stock, Shares Authorized	400,000,000.0	400,000,000.0
Common Stock [Member]
Common Stock, Shares, Issued	(83,300,000)	(111,200,000)
Treasury Stock [Member]
Common Stock, Shares, Issued	0	(100,000)
Operating Segments [Member] | Railcar Leasing and Management Services Group [Member]
Restricted cash, including partially-owned subsidiaries of $58.6 and $31.1	$ 135.1	$ 96.3
Partially-Owned Subsidiaries [Member]
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $1,927.7 and $1,931.6	1,927.7	1,931.6
Less accumulated depreciation, including partially-owned subsidiaries of $568.4 and $525.7	568.4	525.7
Partially-Owned Subsidiaries [Member] | Operating Segments [Member] | Railcar Leasing and Management Services Group [Member]
Restricted cash, including partially-owned subsidiaries of $58.6 and $31.1	$ 58.6	$ 31.1

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Consolidated Statements of Cash Flows Parenthetical - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Payments to Acquire Leasing Assets Net of Sold Railcars Owned One Year or Less Net Cost	$ 54.0	$ 319.3

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Note 1. Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

Note 1. Summary of Significant Accounting Policies

Principles of Consolidation

The financial statements of Trinity Industries, Inc. and its consolidated subsidiaries (“Trinity,” “Company,” “we,” “our,” or "us") include the accounts of its wholly-owned subsidiaries and its partially-owned subsidiaries, TRIP Rail Holdings LLC ("TRIP Holdings") and RIV 2013 Rail Holdings LLC ("RIV 2013"), in which we have a controlling interest. All significant intercompany accounts and transactions have been eliminated. Certain prior year balances have been reclassified to conform to the 2021 presentation.

Sale of Highway Products Business

In the fourth quarter of 2021, the Company completed the sale of Trinity Highway Products, LLC (“THP”), a wholly-owned subsidiary of the Company, and certain direct and indirect subsidiaries of THP, to Rush Hour Intermediate II, LLC ("Rush Hour"), an entity owned by an affiliated investment fund of Monomoy Capital Partners, for an aggregate purchase price of $375.0 million, subject to certain adjustments. THP is a leading manufacturer and global supplier of commercial highway products.

We concluded that the sale of THP represented a strategic shift that would have a major effect on the Company’s operations and financial results. Accordingly, we have presented the operating results and cash flows of THP as discontinued operations for all periods in this 2021 Annual Report on Form 10-K. Results of prior periods have been recast to reflect these changes and present results on a comparable basis. See Note 2 for further information related to the sale of THP.

Revenue Recognition

Revenue is measured based on the allocation of the transaction price in a contract to satisfied performance obligations. The transaction price does not include any amounts collected on behalf of third parties. We recognize revenue when we satisfy a performance obligation by transferring control over a product or service to a customer. Payments for our products and services are generally due within normal commercial terms. The following is a description of principal activities from which we generate our revenue, separated by reportable segments. See Note 4 for a further discussion regarding our reportable segments.

Railcar Leasing and Management Services Group

In our Railcar Leasing and Management Services Group ("Leasing Group"), revenue from rentals and operating leases, including contracts that contain non-level fixed lease payments, is recognized monthly on a straight-line basis. Leases not classified as operating leases are generally considered sales-type leases as a result of an option to purchase.

We review our operating lease receivables for collectibility on a regular basis, taking into consideration changes in factors such as the lessee’s payment history, the financial condition of the lessee, and business and economic conditions in the industry in which the lessee operates. In the event that the collectibility of a receivable with respect to any lessee is no longer probable, we derecognize the revenue and related receivable and recognize future revenue only when the lessee makes a rental payment. Contingent rents are recognized when the contingency is resolved.

Selling profit or loss associated with sales-type leases is recognized upon lease commencement, and a net investment in the sales-type lease is recorded on the Consolidated Balance Sheet. Interest income related to sales-type leases is recognized over the lease term using the effective interest method. We had no sales-type leases as of December 31, 2021 and 2020.

During the fourth quarter of 2020, we began presenting sales from our lease fleet in the Leasing Group on a net basis regardless of the age of railcar that is sold. Historically, in accordance with ASC 606, Revenue from contracts with customers, we presented sales of railcars from the lease fleet on a gross basis in Revenues – Leasing and Cost of revenues – Leasing in our Consolidated Statements of Operations if the railcars had been owned for one year or less at the time of sale. Sales of railcars from the lease fleet owned for more than one year had historically been presented as a net gain or loss from the disposal of a long-term asset. We now report all sales of railcars from the lease fleet as a net gain or loss from the disposal of a long-term asset in accordance with ASC 610-20, Gains and losses from the derecognition of non-financial assets. These sales are presented in the Lease portfolio sales line in our Consolidated Statements of Operations; however, because this change in presentation was effected on a prospective basis beginning in the fourth quarter of 2020, lease portfolio sales for the years ended December 31, 2020 and 2019 only include sales of railcars from the lease fleet owned for more than one year. There were no lease portfolio sales during the fourth quarter of 2020. We have concluded that this presentation is appropriate given the significant change in the strategic focus of the Company. The presentation change had no effect on the Company’s operating profit, net income, earnings per share, or Consolidated Balance Sheet.

We account for shipping and handling costs as activities to fulfill the promise to transfer the good; as such, these fees are recorded in revenue. The fees and costs of shipping and handling activities are accrued when the related performance obligation has been satisfied.

Rail Products Group

Our railcar manufacturing business recognizes revenue when the customer has submitted its certificate of acceptance and legal title of the railcar has passed to the customer. Certain contracts for the sales of railcars include price adjustments based on steel-price indices; this amount represents variable consideration for which we are unable to estimate the final consideration until the railcar is delivered.

Within our maintenance services business, revenue is recognized over time as repair and maintenance projects are completed, using an input approach based on the costs incurred relative to the total estimated costs of performing the project. We recorded contract assets of $4.5 million and $4.4 million as of December 31, 2021 and 2020, respectively, related to unbilled revenues recognized on repair and maintenance services that have been performed, but for which the entire project has not yet been completed, and the railcar has not yet been shipped to the customer. These contract assets are included within the Receivables, net of allowance line in our Consolidated Balance Sheets.

Unsatisfied Performance Obligations

The following table includes estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied or partially satisfied as of December 31, 2021 and the percentage of the outstanding performance obligations as of December 31, 2021 expected to be delivered during 2022:

	Unsatisfied performance obligations at December 31, 2021
	Total Amount		Percent expected to be delivered in 2022
	(in millions)
Rail Products Group:
New railcars:
External customers	$	1,018.1
Leasing Group	498.7
	$	1,516.8	69.1	%
Sustainable railcar conversions (1)	$	111.5	95.7	%
Maintenance services	$	3.0	100.0	%
Railcar Leasing and Management Services Group	$	71.3	21.7	%

(1) During 2021, the Rail Products Group introduced a sustainable railcar conversion program whereby certain tank cars and freight cars are converted or upgraded to better meet changing market demands.

The remainder of the unsatisfied performance obligations for the Rail Products Group is expected to be delivered through 2025. The orders in the Rail Products Group's 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 choose to change their procurement decision.

Unsatisfied performance obligations for the Railcar Leasing and Management Services Group are related to servicing, maintenance, and management agreements and are expected to be performed through 2029.

Lease Accounting

Lessee

We are the lessee of operating leases predominantly for railcars, as well as office buildings, manufacturing equipment, and office equipment. Our operating leases have remaining lease terms ranging from one year to fifteen years, some of which include options to extend for up to five years, and some of which include options to terminate within one year. As of December 31, 2021, we had no material finance leases in which we were the lessee. Certain of our operating leases include lease incentives, which reduce the right-of-use asset and are recognized on a straight-line basis over the lease term. As applicable, the lease liability is also reduced by the amount of lease incentives that have not yet been reimbursed by the lessor.

The following table summarizes the impact of our operating leases on our Consolidated Financial Statements (in millions, except lease term and discount rate):

	Year Ended December 31,
	2021		2020			2019
Consolidated Statement of Operations
Operating lease expense	$	15.2	$	15.1		$	17.4
Short-term lease expense	$	0.2	$	2.1		$	4.1
Consolidated Statement of Cash Flows
Cash flows from operating activities	$	15.2	$	15.1		$	17.4
Right-of-use assets recognized in exchange for new lease liabilities (1)	$	23.0	$	54.5		$	8.5
			December 31, 2021			December 31, 2020
Consolidated Balance Sheet
Right-of-use assets (2)			$	82.8		$	73.5
Lease liabilities (3)			$	106.3		$	93.5
Weighted average remaining lease term			10.8 years			11.3 years
Weighted average discount rate			3.0		%	3.3		%

(1) Includes the commencement of the new headquarters facility for the year ended December 31, 2020.

(2) Included in other assets in our Consolidated Balance Sheets.

(3) Included in other liabilities in our Consolidated Balance Sheets.

Future contractual minimum operating lease liabilities will mature as follows (in millions):

	Leasing Group		Non-Leasing Group		Total
2022	$	10.9	$	7.2	$	18.1
2023	9.1		7.2		16.3
2024	5.6		6.2		11.8
2025	3.8		5.6		9.4
2026	3.5		5.2		8.7
Thereafter	4.1		56.7		60.8
Total operating lease payments	$	37.0	$	88.1	$	125.1
Less: Present value adjustment					(18.8)
Total operating lease liabilities					$	106.3

Lessor

Our Leasing Group enters into railcar operating leases with third parties with terms generally ranging between one year and ten years. The majority of our fleet operates on leases that earn fixed monthly lease payments. Generally, lease payments are due at the beginning of the applicable month. A portion of our fleet operates on per diem leases that earn usage-based variable lease payments. Some of our leases include options to extend the leases for up to five years, and a small percentage of our leases include early termination options with certain notice requirements and early termination penalties. As of December 31, 2021, non-Leasing Group operating leases were not significant, and we had no sales-type leases and no direct finance leases.

We manage risks associated with residual values of leased railcars by investing across a diverse portfolio of railcar types, staggering lease maturities within any given railcar type, avoiding concentration of railcar type and industry, and actively participating in secondary markets. Additionally, our lease agreements contain normal wear and tear return condition provisions and high mileage thresholds designed to protect the value of our residual assets. Our lease agreements do not contain any material residual value guarantees or restrictive covenants.

The following table summarizes the impact of our leases in our Consolidated Statement of Operations (in millions):

	Year Ended December 31,
	2021		2020		2019
Operating lease revenues	$	652.5	$	671.4	$	676.3
Variable operating lease revenues	$	54.2	$	51.0	$	50.5
Sales-type lease revenues	$	—	$	—	$	160.5
Interest income on sales-type lease receivables	$	—	$	—	$	2.4
Profit recognized at sales-type lease commencement	$	—	$	—	$	19.0

Future contractual minimum revenues for operating leases will mature as follows (in millions)(1):

2022	$	546.5
2023	411.5
2024	307.5
2025	219.9
2026	140.0
Thereafter	260.2
Total	$	1,885.6

(1) Total contractual minimum rental revenues on operating leases relates to our wholly-owned and partially-owned subsidiaries and sub-lease rental revenues associated with the Leasing Group's operating lease obligations.

Income Taxes

The liability method is used to account for income taxes. Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized.

We regularly evaluate the likelihood of realization of tax benefits derived from positions we have taken in various federal and state filings after consideration of all relevant facts, circumstances, and available information. For those tax positions that are deemed more likely than not to be sustained, we recognize the benefit we believe is cumulatively greater than 50% likely to be realized. To the extent that we were to prevail in matters for which accruals have been established or be required to pay amounts in excess of recorded reserves, the effective tax rate in a given financial statement period could be materially impacted.

Financial Instruments

We consider all highly liquid debt instruments to be either cash and cash equivalents if purchased with a maturity of three months or less, or short-term marketable securities if purchased with a maturity of more than three months and less than one year.

Financial instruments that potentially subject us to a concentration of credit risk are primarily cash investments including restricted cash and receivables. We place our cash investments in bank deposits, investment grade, short-term debt instruments, and highly-rated commercial paper. We limit the amount of credit exposure to any one commercial issuer. The carrying values of cash, receivables, and accounts payable are considered to be representative of their respective fair values.

Concentrations of credit risk with respect to receivables are limited due to control procedures that monitor the credit worthiness of customers, the large number of customers in our customer base, and their dispersion across different end markets and geographic areas. Receivables are generally evaluated at a portfolio level based on these characteristics. As receivables are generally unsecured, we maintain an allowance for credit losses using a forward-looking approach based on historical losses and consideration of current and expected future economic conditions. Historically, we have observed that the likelihood of loss increases when receivables have aged beyond 180 days. When a receivable is deemed uncollectible, the write-off is recorded as a reduction to allowance for credit losses. The balance of the allowance for credit losses that are in the scope of ASC 326, Financial Instruments – Credit Losses was $10.5 million and $9.0 million at December 31, 2021 and 2020, respectively. This balance excludes the general reserve for operating lease receivables that is permitted under ASC 450, Contingencies.

Inventories

Inventories are valued at the lower of cost or net realizable value. Cost is determined principally on the first in first out method. Work in process and finished goods include material, labor, and overhead.

Property, Plant, and Equipment

Property, plant, and equipment are stated at cost and depreciated over their estimated useful lives using the straight-line method. The costs of ordinary maintenance and repair are charged to operating costs. The estimated useful lives are as follows:

Buildings and improvements	3 – 30 years
Leasehold improvements	Generally over the term of the lease
Machinery and equipment	2 – 10 years
Information systems hardware and software	2 – 5 years
Railcars in our lease fleet	Generally 35 – 40 years

In early 2020, we finalized an assessment of the estimated useful lives and salvage value assumptions for the railcars in our lease fleet. Based upon analysis of historical fleet data, review of industry standards, and consideration of certain economic factors by railcar type, we determined that it was appropriate to revise the useful lives and salvage values of certain railcar types in our lease fleet. The net impact of these changes, which took effect January 1, 2020, resulted in a change in the weighted average useful life from approximately 34 years to approximately 37 years. This change was accounted for as a change in accounting estimate, which is required to be accounted for on a prospective basis. For the years ended December 31, 2021 and 2020, this change in estimate resulted in a decrease in depreciation expense and a corresponding increase in income from continuing operations of approximately $30.8 million, as well as an increase in net income of approximately $23.7 million. Further, earnings per share increased $0.23 and $0.20 per share for the years ended December 31, 2021 and 2020, respectively. See Note 11 for further information regarding impairment of long-lived assets related to our small cube covered hopper railcars recorded in the year ended December 31, 2020.

Impairment of Long-lived Assets

We periodically evaluate the carrying value of long-lived assets for potential impairment. The carrying value of long-lived assets is considered impaired when their carrying value is not recoverable through undiscounted future cash flows and the fair value of the assets is less than their carrying value. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risks involved or market quotes as available. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced by the estimated cost to dispose of the assets. During the year ended December 31, 2020, we recorded impairments of long-lived assets totaling $396.4 million, which included $369.4 million related to our small cube covered hopper railcars, $15.2 million related to the planned divestiture of certain non-strategic maintenance facilities, and $11.8 million related to investments in certain emerging technologies. See Note 11 for more information, including a description of the key assumptions and other significant management judgments utilized in these impairment analyses. Based on our evaluations, no impairment charges were determined to be necessary on assets held and used as of December 31, 2021.

Assets Held for Sale

We classify our facilities as assets held for sale at the time management commits to a plan to sell the facility, and the sale is expected to be completed within one year. Assets held for sale are recorded at fair value, less any costs to sell, and are no longer subject to depreciation. As of December 31, 2021 and 2020, assets held for sale totaling $6.2 million and $32.9 million, respectively, are included in the other assets line of our Consolidated Balance Sheets. During the fourth quarter of 2021, we sold our prior corporate headquarters facility, which was previously classified as held for sale as of December 31, 2020.

Acquisitions

In January 2021, we completed the acquisition of a company that owns and operates proprietary railcar cleaning technology systems. This transaction was recorded as a business combination within the Rail Products Group, based on valuations of the acquired assets and liabilities at their acquisition date fair value using Level 3 inputs. The acquisition did not have a significant impact on our Consolidated Financial Statements. This transaction resulted in goodwill of $7.0 million and intellectual property of $11.3 million, which will be amortized over fifteen years. There was no acquisition activity for the year ended December 31, 2020.

Goodwill and Intangible Assets

Goodwill is required to be tested for impairment at least annually, or on an interim basis if events or circumstances change indicating that the carrying amount of the goodwill might be impaired. We have the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment assessment. If, after assessing the totality of events and circumstances, we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company will perform the quantitative impairment test. We can also elect to forgo the qualitative assessment and perform the quantitative test. The quantitative goodwill impairment test compares the reporting unit's estimated fair value with the carrying amount of its net assets. An impairment is recognized if the reporting unit's recorded net assets exceed its fair value. Impairment is assessed at the reporting unit level by applying a fair value-based test for each unit with recorded goodwill. The estimates and judgments that most significantly affect the fair value calculations are assumptions, consisting of level three inputs, related to revenue and operating profit results, discount rates, terminal growth rates and exit multiples. As of December 31, 2021 and 2020, our annual impairment test of goodwill was completed at the reporting unit level, and no impairment charges were determined to be necessary.

Goodwill by segment is as follows:

	December 31, 2021		December 31, 2020
	(in millions)
Railcar Leasing and Management Services Group	$	1.8	$	1.8
Rail Products Group	152.4		145.4
	$	154.2	$	147.2

The net book value of intangible assets totaled $28.1 million and $8.9 million as of December 31, 2021 and 2020, respectively, which are finite-lived intangible assets amortized over their estimated useful lives ranging from one year to fifteen years. Based on our evaluations of intangible assets, no impairment charges were determined to be necessary as of December 31, 2021 and 2020.

Restricted Cash

Restricted cash consists of cash and cash equivalents held either as collateral for our non-recourse debt and lease obligations or as security for the performance of certain product sales agreements. As such, they are restricted in use.

Investments in Affiliates

We continuously evaluate our investments and other contractual arrangements with third party entities to determine if our variable interests are considered a variable interest entity ("VIE"). Consolidation is required for VIEs in which we are the primary beneficiary. We have determined that we are the primary beneficiary for TRIP Holdings and RIV 2013. At December 31, 2021, the carrying value of our investment in TRIP Holdings and RIV 2013 totaled $141.4 million. See Note 5 for further information regarding our partially-owned leasing subsidiaries.

Other Investments

In August 2021, the Company and Wafra, Inc. announced a new railcar investment vehicle ("RIV") program between Trinity and certain funds managed by Wafra, Inc. ("Wafra Funds"). The joint venture created as part of this program, known as Signal Rail Holdings LLC ("Signal Rail"), is owned 90% by Wafra Funds and 10% by our wholly-owned subsidiary, Trinity Industries Leasing Company ("TILC"). Upon consideration under the VIE model, Trinity has concluded that Signal Rail meets the definition of a VIE; however, Trinity is not the primary beneficiary and therefore does not consolidate this entity as we do not have the power to direct the activities of the entity that most significantly impact its economic performance. Our investment in Signal Rail is being accounted for under the equity method of accounting. At December 31, 2021, the carrying value of TILC’s equity investment in Signal Rail was $6.3 million, which is included in other assets in our Consolidated Balance Sheet.

We hold certain other investments for which we do not have a controlling financial interest but have a significant influence over the financial and operating policies. The carrying values of our equity method investments totaled approximately $4.4 million and $4.0 million as of December 31, 2021 and 2020, respectively.

Insurance

We are effectively self-insured for workers' compensation and employee health care claims. A third party administrator is used to process claims. We accrue our workers' compensation and group medical liabilities based upon independent actuarial studies. These liabilities are calculated based upon loss development factors, which contemplate a number of variables, including claims history and expected trends.

Warranties

We provide various express, limited product warranties that generally range from one year to five years depending on the product. The warranty costs are estimated using a two-step approach. First, an engineering estimate is made for the cost of all claims that have been asserted by customers. Second, based on historical claims experience, a cost is accrued for all products still within a warranty period for which no claims have been filed. We provide for the estimated cost of product warranties at the time revenue is recognized related to products covered by warranties and assess the adequacy of the resulting reserves on a quarterly basis. The changes in the accruals for warranties for the years ended December 31, 2021, 2020, and 2019 are as follows:

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Beginning balance	$	11.3	$	7.5	$	6.8
Warranty costs incurred	(7.4)		(2.0)		(3.4)
Warranty originations and revisions	0.1		6.0		4.1
Warranty expirations	(0.9)		(0.2)		—
Ending balance	$	3.1	$	11.3	$	7.5

Foreign Currency Transactions

The functional currency of our Mexico operations is the United States dollar. Certain transactions in Mexico occur in currencies other than the United States dollar. The impact of foreign currency fluctuations on these transactions is recorded in other, net (income) expense in our Consolidated Statement of Operations.

Other Comprehensive Income (Loss)

Other comprehensive net income (loss) consists of foreign currency translation adjustments, unrealized gains and losses on our derivative financial instruments, and the net actuarial gains and losses of our defined benefit plans, the sum of which, together with net income (loss), constitutes comprehensive income (loss). See Note 12. All components are shown net of tax.

Management's Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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Note 2. Discontinued Operations

12 Months Ended

Dec. 31, 2021

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

Discontinued Operations

Sale of Highway Products Business

In the fourth quarter of 2021, we completed the sale of our highway products business, THP. The sale closed on December 31, 2021, and we received net proceeds of approximately $364.7 million, after certain adjustments and closing costs. Substantially all of the proceeds from the sale were used to return capital to stockholders. We recorded a gain of $183.3 million ($131.4 million, net of income taxes), which is net of related transaction costs of approximately $14.7 million. These transaction costs primarily relate to investment banking fees and professional fees associated with various legal, accounting, and tax matters related to the sale.

We concluded that the sale of THP represented a strategic shift that would have a major effect on the Company’s operations and financial results. Accordingly, we have presented the operating results and cash flows of THP as discontinued operations for all periods in this 2021 Annual Report on Form 10-K.

In connection with the sale, Trinity and Rush Hour entered into various agreements to effect the distribution and provide a framework for their relationship after the separation, including a purchase and sale agreement, a transition services agreement, and a lease agreement. These agreements have various durations ranging between one and eighteen months. We have determined that the continuing cash flows generated by these agreements do not constitute significant continuing involvement in the operations of THP. The amount billed for transition services provided under the above agreements is not expected to be material to our results of operations. Additionally, in connection with the sale of THP, the Company has agreed to indemnify Rush Hour for certain liabilities related to the highway products business, including certain liabilities resulting from or arising out of the ET-Plus® System, a highway guardrail end-terminal system (the “ET Plus”). Consequently, results from discontinued operations below include certain legal expenses that were directly attributable to the highway products business, which were previously reported in continuing operations. In the table below, selling, engineering, and administrative expenses for the year ended December 31, 2021 include a pre-tax $23.9 million litigation charge recorded for the Missouri class action based on the Company's assessment that a settlement is probable. Similar expenses incurred in the future related to these retained obligations will likewise be reported in discontinued operations. See Note 15 for further information regarding obligations retained in connection with the THP sale.

The following is a summary of THP's operating results included in income from discontinued operations for the years ended December 31, 2021, 2020, and 2019:

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Revenues	$	296.5	$	249.7	$	252.7
Cost of revenues	216.6		178.7		181.6
Selling, engineering, and administrative expenses	65.3		41.2		51.5
Restructuring activities	—		0.1		0.1
Other income	—		(0.3)		—
Income from discontinued operations before income taxes	14.6		30.0		19.5
Provision for income taxes	2.7		5.6		2.7
Income from discontinued operations, net of income taxes	$	11.9	$	24.4	$	16.8

The following is a summary of THP's assets and liabilities attributable to discontinued operations, which were included in our Consolidated Balance Sheet as of December 31, 2020:

	December 31,
	2020
	(in millions)
Assets:
Receivables, net of allowance	$	34.6
Inventories	36.0
Property, plant, and equipment, net	34.6
Goodwill	61.6
Other assets	11.7
Total assets, discontinued operations	$	178.5
Liabilities:
Accounts payable	$	10.3
Accrued liabilities	4.7
Other liabilities	3.5
Total liabilities, discontinued operations	$	18.5

Spin-off of Arcosa

In November 2018, we completed the spin-off of Arcosa, Inc ("Arcosa"). Upon completion of the spin-off transaction, the accounting requirements for reporting Arcosa as a discontinued operation were met, and, accordingly, Arcosa's historical results have been presented as discontinued operations for the periods presented herein. The following is a summary of Arcosa's operating results included in income from discontinued operations for the years ended December 31, 2021, 2020, and 2019:

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Revenues	$	—	$	—	$	—
Cost of revenues	—		—		—
Selling, engineering, and administrative expenses	—		0.2		4.1
Other (income) expense	—		—		—
Loss from discontinued operations before income taxes	—		(0.2)		(4.1)
Provision (benefit) for income taxes	0.8		(0.1)		(1.0)
Loss from discontinued operations, net of income taxes	$	(0.8)	$	(0.1)	$	(3.1)

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Note 3. Derivative Instruments and Fair Value Measurements Derivative Instruments (Notes)

12 Months Ended

Dec. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities Disclosure [Text Block]

Derivative Instruments

We use derivative instruments to mitigate the impact of changes in interest rates, both in anticipation of future debt issuances and to offset interest rate variability of certain floating rate debt issuances outstanding. We also use derivative instruments to mitigate the impact of changes in foreign currency exchange rates. Derivative instruments that are designated and qualify as cash flow hedges are accounted for by recording the effective portion of the gain or loss on the derivative instrument in accumulated other comprehensive loss ("AOCL") as a separate component of stockholders' equity. These accumulated gains or losses are reclassified into earnings in the periods during which the hedged transactions affect earnings. We continuously monitor our derivative positions and the credit ratings of our counterparties and do not anticipate losses due to non-performance. See Note 8 for a description of our debt instruments.

Interest Rate Hedges

					Included in accompanying balance sheet at December 31, 2021
							AOCL – loss/(income)
	Notional Amount		Interest Rate (1)		Asset/(Liability)		Controlling Interest		Noncontrolling Interest
	(in millions, except %)
Expired hedges:
2018 secured railcar equipment notes	$	249.3	4.41	%	$	—	$	0.6	$	—
TRIP Holdings warehouse loan	$	788.5	3.60	%	$	—	$	0.6	$	0.7
2017 promissory notes – interest rate cap	$	169.3	3.00	%	$	—	$	(0.4)	$	—
Open hedge:
2017 promissory notes – interest rate swap	$	461.3	2.66	%	$	(21.0)	$	20.5	$	—

(1) Weighted average fixed interest rate, except for the interest rate cap on the 2017 promissory notes.

	Effect on interest expense – increase/(decrease)
	Year Ended December 31,						Expected effect during next twelve months
	2021		2020		2019
	(in millions)
Expired hedges:
2006 secured railcar equipment notes	$	—	$	(0.1)	$	(0.2)	$	—
2018 secured railcar equipment notes	$	0.2	$	0.2	$	0.2	$	0.2
TRIP Holdings warehouse loan	$	1.8	$	2.0	$	2.0	$	1.2
TRIP Master Funding secured railcar equipment notes	$	0.1	$	0.2	$	0.2	$	—
2017 promissory notes – interest rate cap	$	(0.1)	$	(0.1)	$	(0.1)	$	(0.1)
Open hedge (1):
2017 promissory notes – interest rate swap	$	12.3	$	11.0	$	3.1	$	12.3

(1) Based on the fair value of open hedges as of December 31, 2021.

Foreign Currency Hedge

Our exposure related to foreign currency transactions is currently hedged for up to a maximum of twelve months. Information related to our foreign currency hedge is as follows:

		Included in  accompanying balance sheet at December 31, 2021				Effect on cost of revenues – increase/(decrease)
Notional Amount		Asset/(Liability)		AOCL – loss/(income)		Year Ended December 31,						Expected effect during next twelve months(1)
						2021		2020		2019
(in millions)
$	37.5	$	(0.1)	$	0.4	$	(7.7)	$	3.2	$	0.1	$	0.4

(1) Based on the fair value of open hedges as of December 31, 2021.

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Note 3. Derivative Instruments and Fair Value Measurements Fair Value Measurements (Notes)

12 Months Ended

Dec. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Fair Value Disclosures [Text Block]

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date. An entity is required to establish a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are listed below.

Level 1 – This level is defined as quoted prices in active markets for identical assets or liabilities. Our cash equivalents and restricted cash are instruments of the U.S. Treasury or highly-rated money market mutual funds. The assets measured as Level 1 in the fair value hierarchy are summarized below:

	Level 1
	December 31, 2021		December 31, 2020
	(in millions)
Assets:
Cash equivalents	$	11.4	$	24.2
Restricted cash	135.1		96.4
Total assets	$	146.5	$	120.6

Level 2 – This level is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Interest rate hedges are valued at exit prices obtained from each counterparty. Foreign currency hedges are valued at exit prices obtained from each counterparty, which are based on currency spot and forward rates and forward points. The assets and liabilities measured as Level 2 in the fair value hierarchy are summarized below:

	Level 2
	December 31, 2021		December 31, 2020
	(in millions)
Assets:
Foreign currency hedge (1)	$	—	$	4.8
Total assets	$	—	$	4.8
Liabilities:
Interest rate hedge (2)	$	21.0	$	45.2
Foreign currency hedge (2)	0.1		—
Total liabilities	$	21.1	$	45.2

(1) Included in other assets in our Consolidated Balance Sheets.

(2) Included in accrued liabilities in our Consolidated Balance Sheets.

Level 3 – This level is defined as unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As of December 31, 2021 and 2020, we have no assets measured as Level 3 in the fair value hierarchy.

See Note 11 for more information regarding the non-recurring fair value measurement considerations during the year ended December 31, 2020 for the impairment charge related to our small cube covered hopper railcars. See Note 8 for the estimated fair values of our debt instruments. The fair values of all other financial instruments are estimated to approximate carrying value.

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Note 4. Segment Information

12 Months Ended

Dec. 31, 2021

Segment Information [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

Note 4. Segment Information

We report our operating results in two reportable segments: (1) the Railcar Leasing and Management Services Group, which owns and operates a fleet of railcars and provides third-party fleet leasing, management, and administrative services; and (2) the Rail Products Group, which manufactures and sells railcars and related parts and components, and provides railcar maintenance and modification services. Following the sale of THP, which was previously reported within All Other, we have combined the results of the prior Corporate and All Other groupings into a single Corporate and other grouping. The remaining activity previously reported in All Other primarily includes legal, environmental, and maintenance costs associated with non-operating facilities. Results of prior periods have been recast to reflect these changes and present results on a comparable basis.

Gains and losses from the sale of property, plant, and equipment are included in the operating profit of each respective segment. Our Chief Operating Decision Maker ("CODM") regularly reviews the operating results of our reportable segments in order to assess performance and allocate resources. Our CODM does not consider impairment of long-lived assets or restructuring activities when evaluating segment operating results; therefore, impairment of long-lived assets and restructuring activities are not allocated to segment profit or loss.

Sales and related net profits ("deferred profit") from the Rail Products Group to the Leasing Group are recorded in the Rail Products Group and eliminated in consolidation and are reflected in "Eliminations – Lease Subsidiary" in the tables below. Sales between these groups are recorded at prices comparable to those charged to external customers, taking into consideration quantity, features, and production demand. Amortization of deferred profit on railcars sold to the Leasing Group is included in the operating profit of the Leasing Group, resulting in the recognition of depreciation expense based on our original manufacturing cost of the railcars. Lease portfolio sales are included in the Leasing Group, with related gains and losses computed based on the net book value of the original manufacturing cost of the railcars.

The financial information for these segments is shown in the tables below (in millions).

	Year Ended December 31, 2021
	Railcar Leasing and Management Services Group		Rail Products Group		Corporate and other		Eliminations – Lease Subsidiary		Eliminations – Other		Consolidated Total
External revenue	$	734.6	$	781.4	$	—	$	—	$	—	$	1,516.0
Intersegment revenue	0.7		483.4		—		(478.5)		(5.6)		—
Total revenues	$	735.3	$	1,264.8	$	—	$	(478.5)	$	(5.6)	$	1,516.0
Depreciation & amortization	$	226.0	$	33.6	$	6.1	$	—	$	—	$	265.7
Capital expenditures	$	547.2	$	21.3	$	2.3	$	—	$	—	$	570.8

	Year Ended December 31, 2020
	Railcar Leasing and Management Services Group		Rail Products Group		Corporate and other		Eliminations – Lease Subsidiary		Eliminations – Other		Consolidated Total
External revenue	$	801.5	$	948.2	$	—	$	—	$	—	$	1,749.7
Intersegment revenue	0.8		661.3		—		(652.9)		(9.2)		—
Total revenues	$	802.3	$	1,609.5	$	—	$	(652.9)	$	(9.2)	$	1,749.7
Depreciation & amortization	$	214.7	$	35.1	$	8.7	$	—	$	—	$	258.5
Capital expenditures	$	602.2	$	78.5	$	17.4	$	—	$	—	$	698.1

	Year Ended December 31, 2019
	Railcar Leasing and Management Services Group		Rail Products Group		Corporate and other		Eliminations – Lease Subsidiary		Eliminations – Other		Consolidated Total
External revenue	$	1,116.3	$	1,635.3	$	0.8	$	—	$	—	$	2,752.4
Intersegment revenue	0.9		1,339.5		0.4		(1,331.1)		(9.7)		—
Total revenues	$	1,117.2	$	2,974.8	$	1.2	$	(1,331.1)	$	(9.7)	$	2,752.4
Depreciation & amortization	$	232.2	$	34.1	$	10.2	$	—	$	—	$	276.5
Capital expenditures	$	1,122.2	$	85.6	$	2.4	$	—	$	—	$	1,210.2

The reconciliation of segment operating profit (loss) to consolidated net income (loss) is as follows:

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Operating profit (loss):
Railcar Leasing and Management Services Group	$	350.9	$	353.7	$	406.6
Rail Products Group	4.7		36.3		277.6
Segment Totals	355.6		390.0		684.2
Corporate and other	(84.1)		(99.7)		(107.7)
Impairment of long-lived assets	—		(396.4)		—
Restructuring activities, net	3.7		(10.9)		(14.6)
Eliminations – Lease Subsidiary	(17.2)		(35.2)		(164.7)
Eliminations – Other	(1.2)		(2.4)		(0.4)
Consolidated operating profit (loss)	$	256.8	$	(154.6)	$	396.8
Other (income) expense	201.6		370.0		215.6
Provision (benefit) for income taxes	15.9		(274.1)		58.8
Income from discontinued operations, net of income taxes	11.1		24.3		13.7
Gain on sale of discontinued operations, net of income taxes	131.4		—		—
Net income (loss)	$	181.8	$	(226.2)	$	136.1

Total assets for these segments is shown in the table below.

	December 31, 2021		December 31, 2020
	(in millions)
Railcar Leasing and Management Services Group	$	7,585.4	$	7,652.1
Rail Products Group	1,064.4		858.6
Segment Totals	8,649.8		8,510.7
Corporate and other	365.2		832.9
Assets of discontinued operations	—		178.5
Eliminations – Lease Subsidiary	(779.1)		(820.3)
Total assets	$	8,235.9	$	8,701.8

Corporate and other assets are composed of cash and cash equivalents, short-term marketable securities, income tax receivable, notes receivable, certain property, plant, and equipment, and other assets.

We operate principally in North America. Our foreign operations are primarily located in Mexico. Revenues and operating profit for our Mexico operations for the years ended December 31, 2021, 2020, and 2019 were not significant in relation to the Consolidated Financial Statements. Total assets for our Mexico operations as of December 31, 2021 and 2020 are $414.8 million and $267.0 million, respectively. Total long-lived assets for our Mexico operations as of December 31, 2021 and 2020 are $102.0 million and $111.9 million, respectively.

One customer in the Rail Products Group comprised approximately 22%, 16%, and 11% of our consolidated revenues during the years ended December 31, 2021, 2020, and 2019, respectively.

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Note 5. Partially Owned Leasing Subsidiaries

12 Months Ended

Dec. 31, 2021

Partially-Owned Leasing Subsidiaries [Abstract]

Noncontrolling Interest Disclosure [Text Block]

Note 5. Partially-Owned Leasing Subsidiaries

Through our wholly-owned subsidiary, TILC, we formed two subsidiaries, TRIP Holdings and RIV 2013, for the purpose of providing railcar leasing services in North America for institutional investors. Each of TRIP Holdings and RIV 2013 are direct, partially-owned subsidiaries of TILC in which we have a controlling interest. Each is governed by a seven-member board of representatives, two of whom are designated by TILC. TILC is the agent of each of TRIP Holdings and RIV 2013 and, as such, has been delegated the authority, power, and discretion to take certain actions on behalf of the respective companies.

At December 31, 2021, the carrying value of our investment in TRIP Holdings and RIV 2013 totaled $141.4 million. Our weighted average ownership interest in TRIP Holdings and RIV 2013 is 38% while the remaining 62% weighted average interest is owned by third-party, investor-owned funds. The investment in our partially-owned leasing subsidiaries is eliminated in consolidation.

Each of TRIP Holdings and RIV 2013 has wholly-owned subsidiaries that are the owners of railcars acquired from our Rail Products and Leasing Groups. TRIP Holdings has wholly-owned subsidiaries known as Triumph Rail LLC ("Triumph Rail"), formerly known as TRIP Master Funding LLC ("TRIP Master Funding”), and TRIP Railcar Co. LLC ("TRIP Railcar Co."). RIV 2013 has a wholly owned-subsidiary known as TRP 2021 LLC ("TRP-2021"), formerly known as Trinity Rail Leasing 2012 LLC (“TRL-2012”). TILC is the contractual servicer for Triumph Rail, TRIP Railcar Co., and TRP-2021, with the authority to manage and service each entity's owned railcars. Our controlling interest in each of TRIP Holdings and RIV 2013 results from our combined role as both equity member and agent/servicer. The noncontrolling interest included in the accompanying Consolidated Balance Sheets represents the non-Trinity equity interest in these partially-owned subsidiaries.

Trinity has no obligation to guarantee performance under any of our partially-owned subsidiaries' (or their respective subsidiaries') debt agreements, guarantee any railcar residual values, shield any parties from losses or guarantee minimum yields.

The assets of each of Triumph Rail, TRIP Railcar Co., and TRP-2021 may only be used to satisfy the particular subsidiary's liabilities, and the creditors of each of Triumph Rail, TRIP Railcar Co., and TRP-2021 have recourse only to the particular subsidiary's assets. Each of TILC and the third-party equity investors receive distributions from TRIP Holdings and RIV 2013, when available, in proportion to its respective equity interests, and has an interest in the net assets of the partially-owned subsidiaries upon a liquidation event in the same proportion. TILC is paid fees for the services it provides to Triumph Rail, TRIP Railcar Co., and TRP-2021 and has the potential to earn certain incentive fees. There are no remaining equity commitments with respect to TRIP Holdings or RIV 2013.

See Note 8 regarding TRIP Holdings and RIV 2013, including the redemption and refinancing of the debt of their respective subsidiaries.

Investment in Unconsolidated Affiliate

In August 2021, the Company and Wafra announced a new RIV program between Trinity and Wafra Funds. As part of this program, a joint venture was formed, Signal Rail, which is owned 90% by Wafra Funds and 10% by TILC. Signal Rail or its subsidiaries are expected to invest in diversified portfolios of leased railcars originated by TILC targeting up to $1 billion in total acquisitions over an expected three-year investment period. TILC will service all railcars owned by Signal Rail.

In connection with the launch of the RIV program, in August 2021, TILC and certain of its subsidiaries sold an initial portfolio of 3,582 railcars and related leases to Signal Rail for an aggregate sales price of approximately $325.1 million. As a result of the sale, TILC received approximately $318.7 million in cash, of which $2.9 million was recognized as revenue for services performed associated with the delivery of railcars with attached leases. Additionally, in connection with the sale, TILC received a 10% equity interest in Signal Rail valued at $6.4 million, which was primarily received in exchange for its contribution of railcars to Signal Rail. TILC recognized a gain of approximately $32.9 million on the initial portfolio sale during the year ended December 31, 2021 and will earn on-going fee revenue from servicing these railcars. Signal Rail financed this purchase primarily through an asset-backed securitization. In the event of future railcar portfolio sales, we expect that Signal Rail would issue additional debt, and Wafra Funds and TILC would make additional equity contributions to Signal Rail such that TILC would maintain its 10% equity interest.

Upon consideration under the VIE model of ASC 810, Trinity has concluded that Signal Rail meets the definition of a VIE. TILC has variable interests in Signal Rail arising from its 10% equity ownership position and its role as a service provider. We have evaluated the potential for consolidation using the variable interest model and have determined that Trinity is not the primary beneficary and therefore does not consolidate this entity as we do not have the power to direct the activities of the entity that most significantly impact its economic performance. We will absorb portions of Signal Rail’s expected losses and/or receive portions of expected residual returns commensurate with our 10% equity interest in Signal Rail.

Our investment in Signal Rail is being accounted for under the equity method of accounting. At December 31, 2021, the carrying value of TILC’s equity investment in Signal Rail was $6.3 million, which is included in other assets in our Consolidated Balance Sheet. The carrying value of this investment, together with any potential future investments described above, collectively represent our maximum exposure in Signal Rail.

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Note 6. Railcar Leasing and Management Services Group

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies [Abstract]

Leasing Operations Of The Company [Text Block]

Note 6. Railcar Leasing and Management Services Group

The Railcar Leasing and Management Services Group owns and operates a fleet of railcars as well as provides third-party fleet leasing, management, and administrative services. Selected consolidated financial information for the Leasing Group is as follows:

	December 31, 2021
	Wholly- Owned Subsidiaries		Partially-Owned Subsidiaries		Total Leasing Group		Eliminations – Lease Subsidiary (1)		Adjusted Total Leasing Group
	(in millions)
Cash and cash equivalents	$	3.4	$	—	$	3.4	$	—	$	3.4
Accounts receivable	90.7		10.1		100.8		—		100.8
Property, plant, and equipment, net	5,706.1		1,570.6		7,276.7		(779.1)		6,497.6
Restricted cash	76.5		58.6		135.1		—		135.1
Other assets	67.3		2.1		69.4		—		69.4
Total assets	$	5,944.0	$	1,641.4	$	7,585.4	$	(779.1)	$	6,806.3
Accounts payable and accrued liabilities	$	113.4	$	30.1	$	143.5	$	—	$	143.5
Debt, net	3,555.8		1,216.1		4,771.9		—		4,771.9
Deferred income taxes	1,114.2		1.1		1,115.3		(176.6)		938.7
Other liabilities	35.6		—		35.6		—		35.6
Total liabilities	4,819.0		1,247.3		6,066.3		(176.6)		5,889.7
Noncontrolling interest	—		267.0		267.0		—		267.0
Total Equity	$	1,125.0	$	127.1	$	1,252.1	$	(602.5)	$	649.6

	December 31, 2020
	Wholly- Owned Subsidiaries		Partially-Owned Subsidiaries		Total Leasing Group		Eliminations – Lease Subsidiary (1)		Adjusted Total Leasing Group
	(in millions)
Cash and cash equivalents	$	3.5	$	—	$	3.5	$	—	$	3.5
Accounts receivable	82.0		8.4		90.4		—		90.4
Property, plant, and equipment, net (2)	5,795.9		1,626.3		7,422.2		(820.3)		6,601.9
Restricted cash	65.2		31.1		96.3		—		96.3
Other assets	38.1		1.6		39.7		—		39.7
Total assets	$	5,984.7	$	1,667.4	$	7,652.1	$	(820.3)	$	6,831.8
Accounts payable and accrued liabilities	$	141.4	$	30.9	$	172.3	$	—	$	172.3
Debt, net	3,340.5		1,228.3		4,568.8		—		4,568.8
Deferred income taxes	1,062.3		1.1		1,063.4		(186.2)		877.2
Other liabilities	25.7		—		25.7		—		25.7
Total liabilities	4,569.9		1,260.3		5,830.2		(186.2)		5,644.0
Noncontrolling interest	—		277.2		277.2		—		277.2
Total Equity	$	1,414.8	$	129.9	$	1,544.7	$	(634.1)	$	910.6

(1) Net deferred profit on railcars sold to the Leasing Group consists of intersegment profit that is eliminated in consolidation. Net deferred profit and the related deferred tax impact are included as adjustments to the property, plant, and equipment, net and deferred income taxes line items, respectively, in the Eliminations – Lease Subsidiary column above to reflect the net book value of the railcars purchased by the Leasing Group from the Rail Products Group based on manufacturing cost. See Note 5 and Note 8 for a further discussion regarding our investment in our partially-owned leasing subsidiaries and the related indebtedness.

(2) See Note 11 for further information regarding impairment of long-lived assets recorded in the year ended December 31, 2020.

	Year Ended December 31,									Percent Change
	2021			2020			2019			2021 versus 2020		2020 versus 2019
	($ in millions)
Revenues:
Leasing and management	$	735.3		$	747.9		$	756.5		(1.7)	%	(1.1)	%
Sales of railcars owned one year or less at the time of sale (1)(2)	—			54.4			360.7			*		(84.9)	%
Total revenues	$	735.3		$	802.3		$	1,117.2		(8.4)	%	(28.2)	%
Operating profit (3):
Leasing and management	$	296.8		$	336.0		$	314.7		(11.7)	%	6.8	%
Lease portfolio sales (1)	54.1			17.7			91.9			205.6	%	(80.7)	%
Total operating profit	$	350.9		$	353.7		$	406.6		(0.8)	%	(13.0)	%
Total operating profit margin	47.7		%	44.1		%	36.4		%
Leasing and management operating profit margin	40.4		%	44.9		%	41.6		%
Selected expense information:
Depreciation (4)(5)	$	226.0		$	214.7		$	232.2		5.3	%	(7.5)	%
Maintenance and compliance	$	95.0		$	88.1		$	102.1		7.8	%	(13.7)	%
Rent and ad valorem taxes	$	18.4		$	21.1		$	28.5		(12.8)	%	(26.0)	%
Selling, engineering, and administrative expenses	$	50.6		$	51.3		$	49.5		(1.4)	%	3.6	%
Interest (6)	$	181.6		$	196.2		$	197.2		(7.4)	%	(0.5)	%

 * Not meaningful

(1) Beginning in the fourth quarter of 2020, we made a prospective change in the presentation of sales of railcars from the lease fleet. Therefore, all railcar sales for the year ended December 31, 2021 are presented as a net gain or loss from the disposal of a long-term asset regardless of the age of railcar that is sold. See Note 1 for more information.

(2) Includes revenues associated with sales-type leases of $160.5 million for the year ended December 31, 2019.

(3) Operating profit includes: depreciation; fleet operating costs, which include maintenance, compliance, freight, and storage; rent and ad valorem taxes; and selling, engineering, and administrative expenses. Amortization of deferred profit on railcars sold from the Rail Products Group to the Leasing Group is included in the operating profits of the Leasing Group, resulting in the recognition of depreciation expense based on our original manufacturing cost of the railcars. Interest expense is not a component of operating profit and includes the effect of hedges.

(4) In connection with our sustainable railcar conversion program, depreciation expense increased $8.8 million for the year ended December 31, 2021, as a result of the disposal of certain railcar components. Additionally, depreciation expense related to our small cube covered hopper railcars decreased by approximately $7.0 million for the years ended December 31, 2021 and 2020 as a result of the impairment charge recorded in the second quarter of 2020 related to these railcars.

(5) Effective January 1, 2020, we revised the estimated useful lives and salvage values of certain railcar types in our lease fleet. This change in estimate resulted in a decrease in depreciation expense of approximately $30.8 million in the years ended December 31, 2021 and 2020. See Note 1 for further information.

(6) Interest expense for the year ended December 31, 2021 includes $11.7 million of loss on extinguishment of debt associated with the refinancing of our partially-owned subsidiaries' debt. See Note 8 for more information. Interest expense for the year ended December 31, 2020 includes $5.0 million of loss on extinguishment of debt associated with the early redemption of debt.

Information related to lease portfolio sales is as follows:

	Year Ended December 31,
	2021			2020			2019
	(in millions)
Lease portfolio sales (1)	$	460.7		$	193.1		$	566.4
Operating profit on lease portfolio sales	$	54.1		$	17.7		$	91.9
Operating profit margin on lease portfolio sales	11.7		%	9.2		%	16.2		%

(1) Includes revenues associated with sales-type leases of $160.5 million for the year ended December 31, 2019.

Railcar Leasing Equipment Portfolio. The Leasing Group's equipment consists primarily of railcars leased by third parties. The Leasing Group purchases equipment manufactured predominantly by the Rail Products Group and enters into lease contracts with third parties with terms generally ranging between one year and ten years. The Leasing Group primarily enters into operating leases. Future contractual minimum rental revenues on operating leases related to our wholly-owned and partially-owned subsidiaries are as follows:

	2022		2023		2024		2025		2026		Thereafter		Total
	(in millions)
Future contractual minimum rental revenues	$	540.2	$	407.6	$	305.3	$	218.5	$	139.2	$	260.1	$	1,870.9

Debt. Wholly-owned subsidiaries. The Leasing Group’s debt at December 31, 2021 consisted primarily of non-recourse debt. As of December 31, 2021, Trinity’s wholly-owned subsidiaries included in the Leasing Group held equipment with a net book value of $4,818.6 million, which is pledged solely as collateral for Leasing Group debt held by those subsidiaries. The net book value of unpledged equipment at December 31, 2021 was $876.4 million. See Note 8 for more information regarding the Leasing Group's debt.

Partially-owned subsidiaries. Debt owed by TRIP Holdings and RIV 2013 and their respective subsidiaries is nonrecourse to Trinity and TILC. Creditors of each of TRIP Holdings and RIV 2013 and their respective subsidiaries have recourse only to the particular subsidiary's assets. TRIP Holdings held equipment with a net book value of $1,110.7 million, which is pledged as collateral for the TRIP Holdings' debt held by its subsidiaries. TRP-2021 equipment with a net book value of $459.9 million is pledged solely as collateral for the TRP-2021 debt. See Note 5 for a description of TRIP Holdings and RIV 2013 and their respective subsidiaries.

Operating Lease Obligations. Future amounts due as well as future contractual minimum rental revenues related to the Leasing Group's railcar operating lease obligations are as follows: 

	2022		2023		2024		2025		2026		Thereafter		Total
	(in millions)
Future operating lease obligations	$	10.5	$	8.8	$	5.3	$	3.5	$	3.2	$	4.0	$	35.3
Future contractual minimum rental revenues	$	6.3	$	3.9	$	2.2	$	1.4	$	0.8	$	0.1	$	14.7

Operating lease obligations totaling $1.7 million are guaranteed by Trinity Industries, Inc. and certain subsidiaries. The Leasing Group also has future amounts due for operating lease obligations related to office space of approximately $1.7 million, which is excluded from the table above.

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Note 7. Property, Plant, and Equipment

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

Note 7. Property, Plant, and Equipment

The following table summarizes the components of property, plant, and equipment:

	December 31, 2021		December 31, 2020
	(in millions)
Manufacturing/Corporate:
Land	$	17.4	$	19.6
Buildings and improvements	377.4		393.3
Machinery and other	415.1		418.8
Construction in progress	18.1		41.9
	828.0		873.6
Less: accumulated depreciation	(478.7)		(506.7)
	349.3		366.9
Leasing:
Wholly-owned subsidiaries:
Machinery and other	20.7		19.5
Equipment on lease	7,061.3		7,010.6
	7,082.0		7,030.1
Less: accumulated depreciation	(1,375.9)		(1,234.2)
	5,706.1		5,795.9
Partially-owned subsidiaries:
Equipment on lease	2,242.9		2,248.2
Less: accumulated depreciation	(672.3)		(621.9)
	1,570.6		1,626.3
Deferred profit on railcars sold to the Leasing Group	(1,047.3)		(1,064.7)
Less: accumulated amortization	268.2		244.4
	(779.1)		(820.3)
	$	6,846.9	$	6,968.8

We lease certain equipment and facilities under operating leases. See Note 1 for future operating lease obligations on non-Leasing Group leases. See Note 1 and Note 6 for information related to the lease agreements, future operating lease obligations, and future minimum rental revenues associated with the Leasing Group.

We capitalized an insignificant amount of interest expense as part of the construction of facilities and equipment during 2021 and 2020.

We estimate the fair market value of properties no longer in use based on the location and condition of the properties, the fair market value of similar properties in the area, and our experience selling similar properties in the past. As of December 31, 2021, we had non-operating plants with a net book value of $6.3 million.

See Note 1 for more information regarding assets classified as held for sale as of December 31, 2021 and 2020.

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Note 8. Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

Debt

The carrying amounts and estimated fair values of our long-term debt are as follows:

	December 31, 2021				December 31, 2020
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
	(in millions)
Corporate – Recourse:
Revolving credit facility	$	—	$	—	$	50.0	$	50.0
Senior notes, net of unamortized discount of $0.1 and $0.2	399.9		420.8		399.8		420.3
	399.9		420.8		449.8		470.3
Less: unamortized debt issuance costs	(1.2)				(1.6)
Total recourse debt	398.7				448.2
Leasing – Non-recourse:
Wholly-owned subsidiaries:
2009 secured railcar equipment notes	128.5		144.9		142.3		170.0
2010 secured railcar equipment notes	220.6		234.6		235.9		248.5
2017 promissory notes, net of unamortized discount of $7.8 and $10.1	760.2		760.2		802.7		802.7
2018 secured railcar equipment notes, net of unamortized discount of $0.1 and $0.2	416.5		423.3		434.7		449.3
2019 secured railcar equipment notes, net of unamortized discount of $0.3 and $0.3	822.8		847.3		860.5		890.8
2020 secured railcar equipments notes, net of unamortized discount of $0.1 and $0.1	348.8		349.9		369.0		370.2
2021 secured railcar equipment notes, net of unamortized discount of $— and $—	320.3		319.6		—		—
TILC warehouse facility	561.8		561.8		519.4		519.4
	3,579.5		3,641.6		3,364.5		3,450.9
Less: unamortized debt issuance costs	(23.7)				(24.0)
	3,555.8				3,340.5
Partially-owned subsidiaries:
TRP-2021 secured railcar equipment notes, net of unamortized discount of $0.1 and $—	352.2		347.7		352.5		373.9
Triumph Rail secured railcar equipment notes, net of unamortized discount of $0.2 and $—	551.3		548.1		885.0		959.7
TRIP Railcar Co. term loan	323.7		323.7		—		—
	1,227.2		1,219.5		1,237.5		1,333.6
Less: unamortized debt issuance costs	(11.1)				(9.2)
	1,216.1				1,228.3
Total non–recourse debt	4,771.9				4,568.8
Total debt	$	5,170.6	$	5,281.9	$	5,017.0	$	5,254.8

The estimated fair value of our 4.55% senior notes due 2024 ("Senior Notes") is based on a quoted market price in a market with little activity (Level 2 input). The estimated fair values of our secured railcar equipment notes are based on our estimate of their fair value using unobservable input values provided by a third party (Level 3 inputs). The respective carrying values of our revolving credit facility, 2017 promissory notes, TILC warehouse facility, and TRIP Railcar Co. term loan approximate fair value because the interest rate adjusts to the market interest rate.

Revolving Credit Facility – We have a $450.0 million unsecured corporate revolving credit facility that matures in November 2023. During the year ended December 31, 2021, we had total borrowings of $470.0 million and total repayments of $520.0 million under the revolving credit facility. Additionally, we had outstanding letters of credit issued in an aggregate amount of $28.3 million. Of the $421.7 million remaining unused amount, $176.8 million is available for borrowing as of December 31, 2021. The outstanding letters of credit as of December 31, 2021 are scheduled to expire in July 2022. Our letters of credit obligations support our various insurance programs and generally renew by their terms each year. The revolving credit facility bears interest at a variable rate which resulted in an interest rate of LIBOR plus 1.75%, with a LIBOR floor of 0.30%, as of December 31, 2021. A commitment fee accrues on the average daily unused portion of the revolving facility at the rate of 0.175% to 0.40% (0.25% as of December 31, 2021).

The revolving credit facility requires the maintenance of ratios related to minimum interest coverage for the leasing and manufacturing operations and maximum leverage. In December 2021, we amended our revolving credit facility to increase the maximum leverage ratio through June 30, 2022 to provide additional near-term flexibility. Additionally, in March 2021, we amended our revolving credit facility to decrease the minimum interest coverage ratio through December 31, 2021. As of December 31, 2021, we were in compliance with all such financial covenants. Borrowings under the credit facility are guaranteed by certain of our 100%-owned subsidiaries.

Senior Notes Due 2024 – In September 2014, we issued $400.0 million aggregate principal amount of 4.55% senior notes due October 2024. Interest on the Senior Notes is payable semiannually commencing April 1, 2015. The Senior Notes rank senior to existing and future subordinated debt and rank equal to existing and future senior indebtedness, including our revolving credit facility. The Senior Notes are subordinated to all our existing and future secured debt to the extent of the value of the collateral securing such indebtedness. The Senior Notes contain covenants that limit our ability and/or certain subsidiaries' ability to create or permit to exist certain liens; enter into sale and leaseback transactions; and consolidate, merge, or transfer all or substantially all of our assets. Our Senior Notes are fully and unconditionally and jointly and severally guaranteed by each of Trinity’s domestic subsidiaries that is a guarantor under our revolving credit facility. See "Liquidity and Capital Resources" in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K.

Wholly-owned leasing subsidiaries

TRL VII – In November 2009, Trinity Rail Leasing VII LLC, a Delaware limited liability company (“TRL VII”) and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $238.3 million in aggregate principal amount of Secured Railcar Equipment Notes, Series 2009-1 (the “2009 Notes”), of which $128.5 million was outstanding as of December 31, 2021. The 2009 Notes were issued pursuant to a Master Indenture, dated November 5, 2009 between TRL VII and Wilmington Trust Company, as indenture trustee. The 2009 Notes bear interest at a fixed rate of 6.66% per annum, are payable monthly, and have a final maturity date of November 16, 2039. The 2009 Notes are obligations of TRL VII and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL VII.

TRL-2010 – In October 2010, Trinity Rail Leasing 2010 LLC, a Delaware limited liability company ("TRL-2010") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $369.2 million in aggregate principal amount of Secured Railcar Equipment Notes, Series 2010-1 (the “TRL-2010 Notes"), of which $220.6 million was outstanding as of December 31, 2021. The TRL-2010 Notes were issued pursuant to an Indenture, dated as of October 25, 2010 between TRL-2010 and Wilmington Trust Company, as indenture trustee. The TRL-2010 Notes bear interest at a fixed rate of 5.19%, are payable monthly, and have a stated final maturity date of October 16, 2040. The TRL-2010 Notes are obligations of TRL-2010 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2010.

TILC Warehouse Loan Facility – TILC has a $1.0 billion warehouse loan facility, which was established to finance railcars owned by TILC. In March 2021, the facility was extended through March 15, 2024, the total commitment was increased from $750 million to $1.0 billion, with a potential increase of up to an additional $250 million, subject to certain conditions, and provided for a facility margin of 185 basis points. During the year ended December 31, 2021, we had total borrowings of $425.1 million and total repayments of $382.7 million under the TILC warehouse loan facility. Under the renewed facility, the entire unused facility amount of $438.2 million was available as of December 31, 2021 based on the amount of warehouse-eligible, unpledged equipment. The warehouse loan facility is a non-recourse obligation and is secured by a portfolio of railcars and operating leases, certain cash reserves, and other assets acquired and owned by the warehouse loan facility trust. The principal and interest of this indebtedness are paid from the cash flows of the underlying leases. Advances under the facility bear interest at a defined index rate plus a margin, for an all-in interest rate of 1.95% at December 31, 2021.

TRL-2017 – Trinity Rail Leasing 2017, LLC, a Delaware limited liability company ("TRL-2017") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, previously issued $302.4 million of promissory notes (the "Original 2017 Promissory Notes") due May 15, 2024. In November 2018, the Original 2017 Promissory Notes were extended through November 8, 2025 at an increased aggregate amount of $663.0 million. In July 2020, TRL-2017 issued an additional $225.0 million of promissory notes pursuant to a provision contained in its existing Amended and Restated Loan Agreement dated November 8, 2018 (together with previously-issued promissory notes, the "2017 Promissory Notes"). As of December 31, 2021, $768.0 million of the 2017 Promissory Notes was outstanding. The 2017 Promissory Notes bear interest at a rate of LIBOR plus 1.50%, for an all-in interest rate of 1.63% as of December 31, 2021, payable monthly. The 2017 Promissory Notes are obligations of TRL-2017 and are non-recourse to Trinity. The 2017 Promissory Notes are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2017.

TRL-2018 – In June 2018, Trinity Rail Leasing 2018, LLC, a Delaware limited liability company ("TRL-2018") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $482.5 million in Secured Railcar Equipment Notes (the "TRL-2018 Secured Railcar Equipment Notes"). The TRL-2018 Secured Railcar Equipment Notes consisted of two classes of notes with (i) an aggregate principal amount of $200.0 million of TRL-2018's Series 2018-1 Class A-1 Secured Railcar Equipment Notes (the "TRL-2018 Class A-1 Notes"), and (ii) an aggregate principal amount of $282.5 million of TRL-2018's Series 2018-1 Class A-2 Secured Railcar Equipment Notes (the “TRL-2018 Class A-2 Notes”). The TRL-2018 Secured Railcar Equipment Notes were issued pursuant to a Master Indenture, dated June 20, 2018 between TRL-2018 and Wilmington Trust Company, as indenture trustee. In October 2020, TRL-2018 issued $155.5 million of Series 2020-1 Class A Secured Railcar Equipment Notes (the “2020-1 Notes”) (the TRL-2018 Class A-1 Notes, the TRL-2018 Class A-2 Notes, and the 2020-1 Notes are, collectively, the “TRL-2018 Notes”) under the existing indenture. In a separate transaction during October 2020, TRL-2018 redeemed its TRL-2018 Class A-1 Notes, of which $153.1 million was outstanding at the redemption date. The fixed interest rate for these notes was 3.82% per annum.

The TRL-2018 Class A-2 Notes, of which $282.5 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 4.62%, are payable monthly, and have a stated final maturity date of June 17, 2048. The 2020-1 Notes, of which $134.1 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 1.96%, are payable monthly, and have a stated final maturity date of October 17, 2050. The TRL-2018 Notes are obligations of TRL-2018 only, secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2018.

TRL-2019 – In April 2019, Trinity Rail Leasing 2019 LLC, a Delaware limited liability company ("TRL-2019") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $528.3 million in Secured Railcar Equipment Notes (the "TRL-2019 Notes"). The TRL-2019 Notes were issued pursuant to a Master Indenture, dated as of April 10, 2019 between TRL-2019 and U.S. Bank National Association, as indenture trustee. The TRL-2019 Notes, of which $468.8 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 3.82%, are payable monthly, and have a stated final maturity date of April 17, 2049. The TRL-2019 Notes are obligations of TRL-2019 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2019.

In October 2019, TRL-2019 issued an additional $386.5 million in Secured Railcar Equipment Notes (the "TRL-2019-2 Notes"). The TRL-2019-2 Notes consisted of two classes of notes with (i) an aggregate principal amount of $106.9 million of TRL-2019's Series 2019-2 Class A-1 Secured Railcar Equipment Notes (the "TRL-2019 Class A-1 Notes"), and (ii) an aggregate principal amount of $279.6 million of TRL-2019's Series 2019-2 Class A-2 Secured Railcar Equipment Notes (the “TRL-2019 Class A-2 Notes”). The TRL-2019-2 Notes were issued pursuant to a Master Indenture, dated April 10, 2019 between TRL-2019 and U.S. Bank National Association, as indenture trustee, as supplemented by a Series 2019-2 Supplement dated as of October 17, 2019. The TRL-2019 Class A-1 Notes, of which $74.7 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 2.39%, are payable monthly, and have a stated final maturity date of October 17, 2049. The TRL-2019 Class A-2 Notes, of which $279.6 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 3.10%, are payable monthly, and have a stated final maturity date of October 17, 2049. The TRL-2019-2 Notes are obligations of TRL-2019 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2019.

TRL-2020 – In November 2020, Trinity Rail Leasing 2020 LLC, a Delaware limited liability company (“TRL-2020”) and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued an aggregate principal amount of (i) $110.0 million of TRL-2020’s Series 2020-2 Class A-1 Secured Railcar Equipment Notes (the “TRL-2020 Class A-1 Notes”), (ii) $240.3 million of TRL-2020’s Series 2020-2 Class A-2 Secured Railcar Equipment Notes (the “TRL-2020 Class A-2 Notes”), and (iii) $20.5 million of TRL-2020’s Series 2020-2 Class B Secured Railcar Equipment Notes (the “TRL-2020 Class B Notes”) (the TRL-2020 Class A-1 Notes, the TRL-2020 Class A-2 Notes, and the TRL-2020 Class B Notes are, collectively, the “TRL-2020 Notes”). The TRL-2020 Notes were issued pursuant to a Master Indenture, dated November 19, 2020 between TRL-2020 and U.S. Bank National Association, as indenture trustee, as supplemented by a Series 2020-2 Supplement dated November 19, 2020. The TRL-2020 Class A-1 Notes, of which $88.1 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 1.83%. The TRL-2020 Class A-2 Notes, of which $240.3 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 2.56%. The TRL-2020 Class B Notes, of which $20.5 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 3.69%. The TRL-2020 Notes are payable monthly, and have a stated final maturity date of November 19, 2050. The TRL-2020 Notes are obligations of TRL-2020 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2020.

TRL-2021 – In June 2021, Trinity Rail Leasing 2021 LLC, a Delaware limited liability company ("TRL-2021") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued an aggregate principal amount of (i) $305.2 million of its Series 2021-1 Class A Green Secured Railcar Equipment Notes (the "TRL-2021 Class A Notes") and (ii) $19.8 million of its Series 2021-1 Class B Green Secured Railcar Equipment Notes (the "TRL-2021 Class B Notes") (the TRL-2021 Class A Notes and the TRL-2021 Class B Notes are, collectively, the “TRL-2021 Notes”). The TRL-2021 Class A Notes, of which $300.5 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 2.26%. The TRL-2021 Class B Notes, of which $19.8 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 3.08%. The TRL-2021 Notes are payable monthly, and have a stated final maturity date of July 19, 2051. We incurred $3.3 million in debt issuance costs, which will be amortized to interest expense through the anticipated repayment date of the TRL-2021 Notes. The TRL-2021 Notes are obligations of TRL-2021 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2021. Net proceeds received from the railcars acquired in connection with the issuance of the TRL-2021 Notes were used to repay approximately $214.4 million of borrowings under TILC's warehouse loan facility and for general corporate purposes.

Partially-owned leasing subsidiaries

Triumph Rail – In June 2021, Triumph Rail, formerly known as TRIP Master Funding, issued an aggregate principal amount of (i) $535.0 million of its Series 2021-2 Class A Green Secured Railcar Equipment Notes (the “Triumph Class A Notes”) and (ii) $25.4 million of its Series 2021-2 Class B Green Secured Railcar Equipment Notes (the “Triumph Class B Notes”) (the Triumph Class A Notes and the Triumph Class B Notes are, collectively, the “Triumph Notes”). The Triumph Class A Notes, of which $526.1 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 2.15%. The Triumph Class B Notes, of which $25.4 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 3.08%. The Triumph Notes are payable monthly, and have a stated final maturity date of June 15, 2051. We incurred $5.6 million in debt issuance costs, which will be amortized to interest expense through the anticipated repayment date of the Triumph Notes. The Triumph Notes are non-recourse to Trinity, TILC, TRIP Holdings, and the other equity investors in TRIP Holdings, and are secured by Triumph Rail's portfolio of railcars and operating leases thereon, its cash reserves, and all other assets owned by Triumph Rail.

Triumph Rail used the net proceeds received from the issuance of the Triumph Notes, as well as proceeds from the sale of railcars and related operating leases to TRIP Railcar Co. described below, to redeem its outstanding debt, consisting of (i) the Series 2011 Class A-2 TRIP Master Funding Secured Railcar Equipment Notes due July 2041, (ii) the Series 2014-1 Class A-2 Secured Railcar Equipment Notes due April 2044, and (iii) the Series 2017-1 Secured Railcar Equipment Notes due August 2047, of which $869.1 million was outstanding at the redemption date. The all-in rate for these notes was 5.16% per annum at the time of redemption. In connection with the redemption, we recognized a loss on extinguishment of debt of $8.7 million, which included a $3.3 million early redemption premium and a write-off of $5.4 million in unamortized debt issuance costs. These charges are reflected in the loss on extinguishment of debt line of our Consolidated Statements of Operations for the year ended December 31, 2021.

TRIP Railcar Co. Term Loan – In June 2021, TRIP Railcar Co. drew down $329.6 million under a term loan agreement ("TRIP Railcar Co. term loan"). The TRIP Railcar Co. term loan was established to finance railcars and operating leases thereon purchased by TRIP Railcar Co. from Triumph Rail. The principal and interest of this indebtedness are paid from the cash flows of the underlying leases. The TRIP Railcar Co. term loan bears interest at LIBOR plus 1.85%, for an all-in interest rate of 1.95% at December 31, 2021, and has a stated maturity date of June 2025. We incurred $2.9 million in debt issuance costs, which will be amortized to interest expense over the anticipated repayment term of the TRIP Railcar Co. term loan. The TRIP Railcar Co. term loan is non-recourse to Trinity, TILC, TRIP Holdings, and the other equity investors in TRIP Holdings; and is secured by TRIP Railcar Co.'s portfolio of railcars, operating leases thereon, and all other assets owned by TRIP Railcar Co. Net proceeds received from the transaction were used to purchase railcars and related operating leases from Triumph Rail.

TRP-2021 – In June 2021, TRP-2021, formerly known as TRL-2012, issued an aggregate principal amount of (i) $334.0 million of its Series 2021-1 Class A Green Secured Railcar Equipment Notes (the “TRP-2021 Class A Notes”) and (ii) $21.0 million of its Series 2021-1 Class B Green Secured Railcar Equipment Notes (the “TRP-2021 Class B Notes”) (the TRP-2021 Class A Notes and the TRP-2021 Class B Notes are, collectively, the “TRP-2021 Notes”). The TRP-2021 Class A Notes, of which $331.3 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 2.07%. The TRP-2021 Class B Notes, of which $21.0 million was outstanding as of December 31, 2021, bear interest at a fixed rate of 3.06%. The TRP-2021 Notes are payable monthly, and have a stated final maturity date of June 15, 2051. We incurred $3.7 million in debt issuance costs, which will be amortized to interest expense through the anticipated repayment date of the TRP-2021 Notes. The TRP-2021 Notes are non-recourse to Trinity, TILC, RIV 2013, and the other equity investors in RIV 2013, and are secured by TRP-2021's portfolio of railcars and operating leases thereon, its cash reserves, and all other assets owned by TRP-2021.

TRP-2021 used the net proceeds from the issuance of the TRP-2021 Notes to redeem its outstanding debt, consisting of (i) the Series 2012-1 Secured Railcar Equipment Notes due January 2043 and (ii) the Series 2013-1 Class A-1 Secured Railcar Equipment Notes due July 2043, of which $348.0 million was outstanding at the redemption date. The all-in rate for these notes was 3.59% per annum at the time of redemption. In connection with the redemption, we recognized a loss on extinguishment of debt of $3.0 million, which related to the write-off of unamortized debt issuance costs. This write-off is reflected in the loss on extinguishment of debt line of our Consolidated Statements of Operations for the year ended December 31, 2021.

Triumph Rail and TRP-2021 are wholly-owned subsidiaries of TRIP Holdings and RIV 2013, respectively, which, in turn, are partially-owned subsidiaries of the Company, through its wholly-owned subsidiary, TILC. Our combined weighted average ownership interest in TRIP Holdings and RIV 2013 is 38%. See Note 5 for further explanation.

Scheduled Repayments of Long-Term Debt

Each of our secured railcar equipment notes generally has an anticipated repayment date and a stated final maturity date. While the stated final maturity dates of each of these notes can be up to 30 years after the respective issuance dates, the cash flows from the encumbered assets of each of these notes will be applied, pursuant to the payment priorities of their respective indentures, so as to amortize their respective notes to achieve monthly targeted principal balances. If the cash flow assumptions used in determining the targeted balances are met, it is anticipated that the notes will be repaid well in advance of their stated final maturity date; the repayments reflected in the table below are based on the earlier anticipated repayment dates rather than the stated final maturity dates. There can be no assurance, however, that such cash flow assumptions will be realized. If these notes are not repaid by the anticipated repayment date, the respective interest rates on these notes would increase from the fixed rates stated above.

The remaining principal payments under existing debt agreements as of December 31, 2021 based on the anticipated repayment dates are as follows:

	2022		2023		2024		2025		2026		Thereafter		Total
	(in millions)
Recourse:
Corporate	$	—	$	—	$	400.0	$	—	$	—	$	—	$	400.0
Non-recourse – leasing (Note 6):
2009 secured railcar equipment notes	15.1		11.7		14.5		19.8		18.5		48.9		128.5
2010 secured railcar equipment notes	28.5		22.3		18.4		20.6		25.7		105.1		220.6
2017 promissory notes	44.4		44.4		44.4		634.8		—		—		768.0
2018 secured railcar equipment notes	19.0		19.0		19.0		14.8		14.5		330.3		416.6
2019 secured railcar equipment notes	36.8		34.9		36.6		35.2		313.3		366.3		823.1
2020 secured railcar equipment notes	18.5		18.3		14.3		11.3		14.1		272.4		348.9
2021 secured railcar equipment notes	12.6		12.2		13.3		12.6		14.0		255.6		320.3
TILC warehouse facility	19.4		19.4		19.4		3.3		—		—		61.5
Facility termination payments – TILC warehouse facility	—		—		—		500.3		—		—		500.3
TRP-2021 secured railcar equipment notes	5.3		10.9		15.6		15.8		17.3		287.4		352.3
Triumph Rail secured railcar equipment notes	19.2		16.5		33.2		30.0		24.0		428.6		551.5
TRIP Railcar Co. term loan	12.6		311.1		—		—		—		—		323.7
Total principal payments	$	231.4	$	520.7	$	628.7	$	1,298.5	$	441.4	$	2,094.6	$	5,215.3

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Note 9. Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

Note 9. Income Taxes

The components of the provision (benefit) for income taxes from continuing operations are as follows:

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Current:
Federal:
Effect of CARES Act	$	2.1	$	(373.3)	$	—
Other	(3.0)		(142.1)		(6.8)
	(0.9)		(515.4)		(6.8)
State	(0.6)		(1.5)		6.9
Foreign	4.3		4.3		6.1
Total current	2.8		(512.6)		6.2
Deferred:
Federal:
Effect of CARES Act	0.4		192.9		—
Other	10.4		31.3		40.4
	10.8		224.2		40.4
State	2.4		4.1		13.7
Foreign	(0.1)		10.2		(1.5)
Total deferred	13.1		238.5		52.6
Provision (benefit)	$	15.9	$	(274.1)	$	58.8

The provision for income taxes from continuing operations results in effective tax rates that differ from the statutory rates. The following is a reconciliation between the statutory U.S. federal income tax rate and our effective income tax rate on income before income taxes:

	Year Ended December 31,
	2021		2020		2019
Statutory rate	21.0	%	21.0	%	21.0	%
Effect of CARES Act	4.5		34.4		—
State taxes	3.0		1.1		2.3
Foreign branch taxes	3.0		(0.2)		1.3
Executive compensation limitations	1.8		(0.3)		1.3
Foreign rate differential	1.4		(0.1)		0.4
Excise tax	1.3		—		—
Nondeductible compensation	1.2		(0.2)		0.6
Changes in state laws and apportionment	0.3		(1.4)		5.8
Equity compensation	(4.0)		—		(0.9)
Changes in valuation allowances and reserves	(4.3)		0.7		—
Impairment – noncontrolling interest in partially-owned subsidiaries	—		(3.3)		—
Interest expense limitations from partially-owned subsidiaries	—		0.2		1.1
Noncontrolling interest in partially-owned subsidiaries	—		0.1		0.2
Other, net	(0.4)		0.2		(0.6)
Effective rate	28.8	%	52.2	%	32.5	%

The effective tax rate is based upon the U.S. statutory rate of 21.0% for the years ended December 31, 2021, 2020, and 2019. For the year ended December 31, 2021, the difference between the U.S. statutory rate and effective tax rate is primarily due to an adjustment to the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") carryback benefit previously recognized, state taxes, and foreign taxes, partially offset by excess tax benefits associated with equity based compensation. For the year ended December 31, 2020, the difference between the U.S. statutory rate and effective tax rate is primarily due the impact of the CARES Act partially offset by the portion of the non-cash small cube covered hopper railcar impairment charge that is not tax-effected because it is related to the noncontrolling interest. For the year ended December 31, 2019, the difference between the U.S. statutory rate and effective tax rate is primarily due to state income tax expense, foreign branch taxes, and changes in state tax laws and apportionment. See Note 5 for a further explanation of activities with respect to our partially-owned leasing subsidiaries.

Due to the enactment of the CARES Act, Trinity filed a carryback claim for the 2018-2020 tax losses to the 2013-2015 tax years, allowing the recovery of taxes previously paid. The income taxes associated with the carryback claims were paid at a federal rate of 35.0%, rather than the current rate of 21.0% in effect beginning with the 2018 tax year. The overall net impact of the CARES Act resulted in a tax expense of $2.5 million and a tax benefit of $180.4 million for the years ended December 31, 2021 and 2020, respectively.

Income (loss) from continuing operations before income taxes for the years ended December 31, 2021, 2020, and 2019 was $44.6 million, $(517.2) million, and $181.6 million, respectively, for U.S. operations, and $10.6 million, $(7.4) million, and $(0.4) million, respectively, for foreign operations, principally Mexico and Canada.

Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of deferred tax liabilities and assets are as follows:

	December 31,
	2021		2020
	(in millions)
Deferred tax liabilities:
Depreciation, depletion, and amortization	$	1,032.2	$	996.8
Partially-owned subsidiaries basis difference	139.2		139.9
Right-of-use assets	18.7		17.5
Accrued liabilities and other	1.9		—
Total deferred tax liabilities	1,192.0		1,154.2
Deferred tax assets:
Workers compensation, pensions, and other benefits	28.7		27.1
Warranties and reserves	7.3		3.9
Equity items	5.9		9.5
Tax loss carryforwards and credits	38.4		62.8
Inventory	6.0		5.4
Accrued liabilities and other	—		5.3
Lease liabilities	24.4		22.9
Total deferred tax assets	110.7		136.9
Net deferred tax liabilities before valuation allowances	1,081.3		1,017.3
Valuation allowances	24.4		25.2
Net deferred tax liabilities before reserve for uncertain tax positions	1,105.7		1,042.5
Deferred tax assets included in reserve for uncertain tax positions	(1.1)		(1.0)
Adjusted net deferred tax liabilities	$	1,104.6	$	1,041.5

At December 31, 2021, we had $3.9 million of federal consolidated net operating loss carryforwards and $20.6 million of tax-effected state loss carryforwards remaining. All of the federal net operating loss carryforwards were acquired in a stock acquisition in 2010 and are subject to limitations on the amount that can be utilized in any one year tax year and are due to expire in 2029. We have established valuation allowances for federal, state, and foreign tax operating losses and credits that we have estimated may not be realizable.

Taxing authority examinations

Our 2016 and 2017 tax years are effectively settled. The statutes of limitations for auditing the 2013-2015 and 2018-2020 tax years will remain open due to tax loss carryback claims we have filed. We have state tax returns that are under audit in the normal course of business, and our Mexican subsidiaries' tax return statutes of limitations remain open for auditing 2014 forward. We believe we are appropriately reserved for any potential matters.

Unrecognized tax benefits

The change in unrecognized tax benefits was as follows:

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Beginning balance	$	2.3	$	2.3	$	8.1
Additions for tax positions of prior years	—		—		—
Reductions for tax positions of prior years	—		—		—
Settlements	—		—		(5.8)
Expiration of statute of limitations	—		—		—
Ending balance	$	2.3	$	2.3	$	2.3

Settlements during the year ended December 31, 2019 were due to the resolution of state audits.

The total amount of unrecognized tax benefits including interest and penalties at December 31, 2021 and 2020, that would affect our effective tax rate if recognized, was $4.3 million and $4.1 million, respectively.

The Company accounts for interest expense and penalties related to income tax issues as income tax expense. Accordingly, interest expense and penalties associated with an uncertain tax position are included in the income tax provision. The total amount of accrued interest and penalties from continuing operations as of December 31, 2021 and 2020 was $3.0 million and $2.9 million, respectively. Income tax expense for the years ended December 31, 2021, 2020, and 2019 included an increase of $0.1 million, an increase of $0.2 million, and a decrease of $1.0 million, respectively, with regard to interest expense and penalties related to uncertain tax positions.

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Note 10. Employee Retirement Plans

12 Months Ended

Dec. 31, 2021

Defined Benefit Plan Disclosure [Line Items]

Pension and Other Postretirement Benefits Disclosure [Text Block]

Note 10. Employee Retirement Plans

We sponsor defined benefit plans and a defined contribution plan (the "401(k) plan") that provide retirement income and death benefits for eligible employees. The annual measurement date of the benefit obligations, fair value of plan assets, and funded status is December 31.

Pension Plan Termination

In September 2019, our Board of Directors approved the termination of the Trinity Industries, Inc. Consolidated Pension Plan (the "Pension Plan"), effective December 31, 2019. The Pension Plan was settled in the fourth quarter of 2020, which resulted in the Company no longer having any remaining funded pension plan obligations. Upon settlement, we recognized a pre-tax non-cash pension settlement charge in the fourth quarter of 2020 of $151.5 million, which was inclusive of all unamortized losses previously recorded in AOCL.

As of December 31, 2020, the remaining surplus of the Pension Plan was $23.6 million. During the year ended December 31, 2021, as permitted by applicable regulations, we used $10.9 million of the Pension Plan surplus to fund obligations associated with the Company's profit sharing plans and used $2.5 million to fund pension administrative expenses required to finalize the settlement of the Pension Plan. Additionally, we received a $6.4 million net refund upon final settlement of the annuity contract, which resulted in a remaining surplus of the Pension Plan of $16.6 million. During the fourth quarter of 2021, we reverted $16.0 million of the surplus pension assets to the Company and incurred an excise tax of approximately $3.2 million. These activities are included in the pension plan settlement line in our Consolidated Statements of Operations.

Actuarial assumptions

	Year Ended December 31,
	2021	2020		2019
Assumptions used to determine benefit obligations at the annual measurement date were:
Obligation discount rate (1)	N/A	N/A		2.73	%
Assumptions used to determine net periodic benefit costs were:
Obligation discount rate (1)	N/A	2.71	%	4.45	%
Long-term rate of return on plan assets	N/A	3.90	%	4.90	%

(1) Not applicable as of December 31, 2021 and for the year ended December 31, 2021 as all qualified pension plans were settled as of December 31, 2020.

Prior to the settlement of our Pension Plan, the obligation discount rate assumption was determined by deriving a single discount rate from a theoretical settlement portfolio of high quality corporate bonds sufficient to provide for the plans' projected benefit payments. The expected long-term rate of return on the plans' assets was an assumption reflecting the anticipated weighted average rate of earnings on the portfolio over the long-term. To arrive at this rate, estimates were developed based upon the anticipated performance of the plans' assets. Substantially all of the accrued benefits of our remaining pension plans were frozen in 2009, with all qualified pension plans settled as of December 31, 2020.

Components of Net Periodic Benefit Cost and Other Retirement Expenses

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Expense Components
Service cost	$	—	$	—	$	0.1
Interest	0.4		14.8		19.7
Expected return on plan assets	—		(20.9)		(23.0)
Amortization of actuarial loss	0.3		6.0		4.6
Amortization of prior service cost	—		1.2		—
Settlement loss	—		151.5		—
Net periodic benefit cost	0.7		152.6		1.4
Defined contribution expense	8.6		7.5		9.6
Net expense	$	9.3	$	160.1	$	11.0

The expected return on plan assets for the years ended December 31, 2020 and 2019 was based on the plan assets' fair value. Amortization of actuarial loss is determined using the corridor method. Under the corridor method, unamortized actuarial gains or losses in excess of 10% of the greater of the projected benefit obligation or the fair value of plan assets as of the beginning of the plan year are amortized, for frozen plans, over the average expected remaining lifetime of frozen and inactive participants.

Obligations and funded status

Information regarding the terminated Pension Plan and the SERP based upon a December 31 measurement date is as follows:

	Year Ended December 31,
	2021		2020
	(in millions)
Accumulated Benefit Obligations	$	14.5	$	15.5
Projected Benefit Obligations:
Beginning of year	$	15.5	$	557.9
Interest	0.4		14.8
Benefits paid	(1.0)		(23.0)
Actuarial (gain) loss	(0.4)		18.0
Settlements	—		(552.2)
End of year	$	14.5	$	15.5
Plans' Assets:
Beginning of year	$	23.6	$	548.5
Actual return on assets	—		49.3
Employer contributions	1.0		1.0
Benefits paid	(1.0)		(23.0)
Settlements	—		(552.2)
401(k) funding	(10.9)		—
Final annuity contract true-up, net of administrative expenses	3.9		—
Reversion of excess plan assets	(16.0)		—
End of year	$	0.6	$	23.6
Consolidated Balance Sheet Components:
Pension Plan:
Other assets	$	0.6	$	23.6
Accrued liabilities	—		—
Net funded status	$	0.6	$	23.6
SERP:
Other assets	$	—	$	—
Accrued liabilities	(14.5)		(15.5)
Net funded status	$	(14.5)	$	(15.5)

Amounts recognized in other comprehensive income (loss)

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Settlement of pension plan	$	—	$	151.5	$	—
Actuarial gain (loss)	0.4		10.4		(37.7)
Amortization of actuarial loss	0.3		6.0		4.6
Amortization of prior service cost	—		1.2		—
New prior service cost base	—		—		(1.5)
Total before income taxes	0.7		169.1		(34.6)
Income tax (benefit) expense	0.2		39.2		(7.9)
Net amount recognized in other comprehensive income (loss)	$	0.5	$	129.9	$	(26.7)

At December 31, 2021, AOCL included unrecognized actuarial losses related to our SERP of $5.2 million ($3.5 million net of related income taxes). Actuarial losses included in AOCL and expected to be recognized in net periodic pension cost for the year ended December 31, 2022 are $0.3 million ($0.2 million net of related income taxes).

Plan assets

The target and actual investment allocation strategy at December 31, 2021 is 100% cash and cash equivalents. The estimated fair value of the plans' assets at December 31, 2021 was $0.6 million of temporary cash investments (Level 1).

Upon settlement of our Pension Plan in the fourth quarter of 2020, the target and actual investment allocation strategy at December 31, 2020 was 100% cash and cash equivalents. The estimated fair value of the plans' assets at December 31, 2020 was $23.6 million of temporary cash investments (Level 1).

The pension plans' assets are valued at fair value. Temporary cash investments consist of U.S. dollars held in master trust accounts with the trustee. These temporary cash investments are classified as Level 1 instruments. See Note 3 for a description of the valuation methodologies used in determining fair value.

Funding of Defined Contribution Plans

Based on the plan provisions that were in effect during the majority of 2020, participants in the 401(k) plan were eligible to receive future retirement benefits through a company-funded annual retirement contribution provided through the Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates. The contribution ranged from one to three percent of eligible compensation based on service. Both the annual retirement contribution and the company matching contribution were discretionary, requiring board approval, and were made annually with the investment of the funds directed by the participants. In August 2020, the Company amended the plan to replace the company-funded annual retirement contribution with a qualified automatic contribution arrangement safe harbor plan structure. The new matching structure provides for a dollar-for-dollar Company match on up to 6% of participants' eligible compensation, subject to a two-year cliff vesting period.

Employer contributions to the 401(k) plan and the Trinity Industries, Inc. Deferred Compensation Plan for the year ending December 31, 2022 are expected to be $7.6 million compared to $19.4 million contributed during 2021, which included the payment of the contributions accrued as of December 31, 2020, as well as the 2021 contributions pursuant to the plan design changes described above.

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Note 11. Asset Impairment Charges and Restructuring Activities (Notes)

12 Months Ended

Dec. 31, 2021

Restructuring Charges [Abstract]

Asset Impairment Charges

Second quarter of 2020 impairment of small cube covered hopper railcars

We monitor the carrying values of long-lived assets and right-of-use assets for potential impairment. The carrying values of long-lived assets and right-of-use assets are considered impaired when the asset's carrying value is not recoverable through undiscounted future cash flows and the asset's carrying value exceeds its fair value.

During the second quarter of 2020, the oil and gas proppants (or “frac sand”) industry continued to experience economic pressure created by low oil prices, reduced fracking activity, and the ongoing economic impact of COVID-19. Significant price declines in the crude oil market, as well as lower demand for certain commodities, resulted in a decline in customer demand for certain types of railcars. As a result, certain of the Leasing Group's small cube covered hopper customers requested rent relief and, in a number of cases, filed for bankruptcy in the second quarter of 2020. We believe that the collective impact of these developments, including the shift towards the use of in-basin sand, constituted a fundamental and other-than-temporary change in the future demand for this railcar type. Therefore, we determined that the events and circumstances that arose during the second quarter of 2020 constituted an impairment triggering event related to the small cube covered hopper car type in our lease fleet portfolio.

We performed a cash flow recoverability test of our small cube covered hopper railcars and compared the undiscounted cash flows to the carrying value of the assets. This analysis indicated that the carrying value exceeded the estimated undiscounted cash flows, and therefore, we were required to measure the fair value of our fleet of small cube covered hopper railcars and determine the amount of an impairment loss, if any.

The fair value of the asset group was determined using an income approach, which we believe most accurately reflects a market participant's viewpoint in valuing these railcars. The results of our analysis indicated an estimated fair value of the asset group of approximately $191.7 million, in comparison to the asset group's carrying amount of $550.0 million, net of deferred profit. As a result, during the second quarter, we recorded a pre-tax non-cash impairment charge of $358.3 million related to our small cube covered hopper railcars. Additionally, we evaluated the right-of-use assets associated with our leased-in portfolio of small cube covered hopper railcars and determined that these assets were impaired based on consideration of an expected decline in future cash flows over the remaining lease term, which resulted in an additional pre-tax non-cash impairment charge of approximately $11.1 million. The aggregate impairment charge of $369.4 million, which includes $81.3 million associated with noncontrolling interest, is reflected in the impairment of long-lived assets line of our Consolidated Statements of Operations for the year ended December 31, 2020.

Significant management judgment was used to determine the key assumptions utilized in our impairment analysis, the substantial majority of which represent unobservable (Level 3) inputs. These assumptions included, but were not limited to: estimates regarding the remaining useful life over which the railcars are expected to generate cash flows; average lease rates; railcar utilization percentages; operating expenses; and the selection of an appropriate discount rate. Management selected these estimates and assumptions based on our railcar industry expertise. We also consulted with third-party energy and frac sand industry experts to gain insights with respect to the long-term outlook for these underlying markets.

Other asset write-downs

During the fourth quarter of 2020, management approved a plan to exit certain non-strategic maintenance facilities (the "disposal group"). We determined that the planned divestiture of the disposal group met the criteria to be classified as assets held for sale, and consequently, we measured the assets of the disposal group at fair value, less any costs to sell. The results of our analysis indicated a pre-tax non-cash write-down of $15.2 million, which we recorded during the year ended December 31, 2020. The charge is reflected in the impairment of long-lived assets line of our Consolidated Statements of Operations for the year ended December 31, 2020.

Additionally, during the year ended December 31, 2020, we recorded a pre-tax non-cash charge to write off $11.8 million related to investments in certain emerging technologies. This charge is reflected in the impairment of long-lived assets line of our Consolidated Statements of Operations for the year ended December 31, 2020.

Restructuring and Related Activities Disclosure [Text Block]

Restructuring activities

In November 2019, we approved a restructuring plan to resize certain resources, reduce stranded costs, and better align support services with our rail-focused strategy. As part of the restructuring program, we eliminated positions across multiple locations and functions, including certain corporate and operational support functions. During the year ended December 31, 2019, we recorded total restructuring charges of $14.6 million, consisting of approximately $3.8 million in cash charges for severance costs and approximately $10.8 million of non-cash charges, primarily from write-downs of assets associated with our non-operating facilities that will no longer be utilized as we execute our rail-focused strategy.

Throughout 2020, we continued our efforts to better align support services with our rail-focused strategy, which resulted in headcount reductions across multiple functions, including certain corporate and operational support functions primarily at our Dallas headquarters. During the year ended December 31, 2020, we recorded total restructuring charges of $10.9 million, consisting of $7.7 million for severance costs, $5.3 million of non-cash charges primarily from the write-down of our corporate headquarters campus and certain other assets, and $0.6 million in contract termination costs, partially offset by a $2.7 million net gain on the disposition of a non-operating facility and certain related assets.

During the year ended December 31, 2021, restructuring activities resulted in a net gain of $3.7 million, primarily as a result of a $4.0 million net gain on the disposition of our prior corporate headquarters facility and certain non-operating facilities, partially offset by $0.3 million in employee severance costs.

As we continue to reposition the organization, it is possible that we will engage in additional restructuring activities in the near term.

The following table sets forth the restructuring activity and balance of the restructuring liability, which is included in other liabilities in our Consolidated Balance Sheet:

	Accrued charges as of December 31, 2020		Charges and adjustments		Payments		Accrued charges as of December 31, 2021
	(in millions)
Cash charges:
Employee severance costs	$	1.4	$	0.3	$	(1.6)	$	0.1
	$	1.4	$	0.3	$	(1.6)	$	0.1
Non-cash charges:
Gain on disposition of assets			$	(4.0)
Total restructuring activities			$	(3.7)

Although restructuring activities are not allocated to our reportable segments, the following tables summarize the restructuring activities by reportable segment:

	Year Ended December 31, 2021
	Employee Severance Costs		Gain on Disposition of Assets		Total
	(in millions)
Railcar Leasing and Management Services Group	$	—	$	—	$	—
Rail Products Group	0.3		—		0.3
Corporate and other	—		(4.0)		(4.0)
Total restructuring activities	$	0.3	$	(4.0)	$	(3.7)

	Year Ended December 31, 2020
	Employee Severance Costs		Contract Termination Costs		(Gain)/Loss on Disposition of Assets		Write-down of Assets		Total
	(in millions)
Railcar Leasing and Management Services Group	$	1.4	$	—	$	—	$	—	$	1.4
Rail Products Group	4.0		0.2		(2.9)		—		1.3
Corporate and other	2.3		0.4		0.2		5.3		8.2
Total restructuring activities	$	7.7	$	0.6	$	(2.7)	$	5.3	$	10.9

	Year Ended December 31, 2019
	Employee Severance Costs		Write-down of Assets		Total
	(in millions)
Railcar Leasing and Management Services Group	$	0.2	$	—	$	0.2
Rail Products Group	0.7		—		0.7
Corporate and other	2.9		10.8		13.7
Total restructuring activities	$	3.8	$	10.8	$	14.6

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Note 12. Accumulated Other Comprehensive Income

12 Months Ended

Dec. 31, 2021

Accumulated Other Comprehensive Income [Abstract]

Comprehensive Income (Loss) Note [Text Block]

Note 12. Accumulated Other Comprehensive Loss

Changes in AOCL for the years ended December 31, 2021 and 2020 are as follows:

	Currency translation adjustments		Unrealized gain/(loss) on derivative financial instruments		Net actuarial gains/(losses) and prior service cost of defined benefit plans		Accumulated Other Comprehensive Loss
	(in millions)
Balances at December 31, 2019	$	(1.3)	$	(17.9)	$	(133.9)	$	(153.1)
Other comprehensive income (loss), net of tax, before reclassifications	—		(19.4)		7.7		(11.7)
Amounts reclassified from AOCL, net of tax benefit of $—, $3.5, $1.6, and $5.1	—		12.9		5.6		18.5
Amounts reclassified from AOCL related to settlement of pension plan, net of tax benefit of $—, $—, $34.9, and $34.9	—		—		116.6		116.6
Less: noncontrolling interest	—		(1.2)		—		(1.2)
Other comprehensive income (loss)	—		(7.7)		129.9		122.2
Balances at December 31, 2020	(1.3)		(25.6)		(4.0)		(30.9)
Other comprehensive income, net of tax, before reclassifications	—		9.2		0.3		9.5
Amounts reclassified from AOCL, net of tax benefit of $—, $1.2, $0.1, and $1.3	—		5.4		0.2		5.6
Less: noncontrolling interest	—		(1.2)		—		(1.2)
Other comprehensive income (loss)	—		13.4		0.5		13.9
Balances at December 31, 2021	$	(1.3)	$	(12.2)	$	(3.5)	$	(17.0)

See Note 3 for information on the reclassification of amounts in AOCL into earnings. Reclassifications of unrealized before-tax gains and losses on derivative financial instruments are included in interest expense, net for our interest rate hedges and in cost of revenues for our foreign currency hedges in our Consolidated Statements of Operations. Reclassifications of before-tax net actuarial gains/(losses) of defined benefit plans are included in other, net (income) expense in our Consolidated Statements of Operations, with the exception of amounts related to the settlement of our pension plan, which are included in the pension plan settlement line in our Consolidated Statements of Operations.

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Note 13. Common Stock and Stock-based Compensation

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Share-based Payment Arrangement [Text Block]

Stockholders' Equity

Repurchase Agreements with ValueAct

On April 29, 2021, we entered into a stock repurchase agreement with ValueAct Capital Master Fund, L.P. (“ValueAct”), the Company's then-largest shareholder and a related party, to repurchase 8.1 million shares of our common stock for $27.47 per share, for an aggregate purchase price of $222.5 million, in a privately negotiated transaction. The price per share represents a discount of 3.5% from the closing price for a share of common stock on the New York Stock Exchange on April 29, 2021. The repurchase from ValueAct was approved by our Board of Directors separately from, and did not reduce the authorized amount remaining under, the previous share repurchase program described below.

On December 31, 2021, we entered into an additional stock repurchase agreement with ValueAct to repurchase 8.8 million shares of our common stock for $28.49 per share, for an aggregate purchase price of $250.0 million, in a privately negotiated transaction. The price per share represents a discount of 3.5% from the closing price for a share of common stock on the New York Stock Exchange on December 30, 2021. The repurchase from ValueAct was approved by our Board of Directors separately from, and did not reduce the authorized amount remaining under, the existing share repurchase program described below.

New Share Repurchase Authorization

In September 2021, our Board of Directors authorized a new share repurchase program effective September 9, 2021 through December 31, 2022. The new share repurchase program authorizes the Company to repurchase up to $250.0 million of its common stock. In December 2021, we entered into an accelerated share repurchase agreement (the "ASR") to repurchase $125.0 million of our common stock. Approximately 3.3 million shares repurchased as part of the ASR on December 31, 2021 were delivered to the Company in January 2022 in accordance with normal settlement practices, representing approximately 80% of the total notional value of the ASR. The ASR is expected to be completed during the third quarter of 2022, at which time any remaining shares will be delivered to the Company. Approximately $73.1 million of the share repurchase program will remain after the completion of the ASR. Share repurchase activity under the authorized program is as follows:

	Shares Repurchased			Remaining Authorization to Repurchase
Period	Number of shares	Cost (in millions)		Cost (in millions)
September 9, 2021 Authorization				$	250.0
September 9, 2021 through September 30, 2021	—	$	—	$	250.0
October 1, 2021 through December 31, 2021	5,155,491	151.9		$	98.1
Total	5,155,491	$	151.9

Previous Share Repurchase Authorization

In October 2020, our Board of Directors authorized a share repurchase program effective October 23, 2020 through December 31, 2021. The share repurchase program authorized the Company to repurchase up to $250.0 million of its common stock and was completed in the third quarter of 2021. Share repurchase activity under this program is as follows:

	Shares Repurchased			Remaining Authorization to Repurchase
Period	Number of shares	Cost (in millions)		Cost (in millions)
October 23, 2020 Authorization				$	250.0
October 23, 2020 through December 31, 2020	2,974,922	$	67.8	$	182.2
January 1, 2021 through March 31, 2021	1,291,860	36.8		$	145.4
April 1, 2021 through June 30, 2021	2,440,793	68.3		$	77.1
July 1, 2021 through September 30, 2021	2,815,307	77.1		$	—
Total	9,522,882	$	250.0

Shares repurchased as part of the ASR on December 31, 2021, totaling $100.0 million, were delivered to the Company in January 2022 in accordance with normal settlement practices. During the years ended December 31, 2021, 2020, and 2019, share repurchases totaled 28.5 million, 9.3 million, and 13.7 million shares, respectively, at a cost of approximately $806.6 million, $193.1 million, and $294.7 million, respectively.

Shareholders' Equity and Share-based Payments [Text Block]

Stock-Based Compensation

Stock Award Plans

Our 2004 Fourth Amended and Restated Stock Option and Incentive Plan (the "Plan”) provides for awarding 20,150,000 (adjusted for stock splits) shares of common stock plus (i) shares covered by forfeited, expired, and canceled options granted under prior plans; and (ii) shares tendered as full or partial payment for the purchase price of an award or to satisfy tax withholding obligations. At December 31, 2021, a total of 1,951,736 shares were available for issuance. The Plan provides for the granting of nonqualified and incentive stock options having maximum ten-year terms to purchase common stock at its market value on the award date; stock appreciation rights based on common stock fair market values with settlement in common stock or cash; restricted stock awards; restricted stock units; and performance awards with settlement in common stock or cash on achievement of specific business objectives. Our stock options have contractual terms of ten years and become exercisable over a three-year period.

Stock-Based Compensation Expense

The cost of employee services received in exchange for awards of equity instruments is referred to as stock-based compensation and is based on the grant date fair-value of those awards. Stock-based compensation includes compensation expense, recognized over the applicable vesting periods, for share-based awards. Stock-based compensation expense totaled $20.7 million, $25.4 million, and $27.8 million for the years ended December 31, 2021, 2020, and 2019, respectively.

The income tax benefit related to stock-based compensation expense was $10.7 million, $0.4 million, and $6.6 million for the years ended December 31, 2021, 2020, and 2019, respectively.

Stock Options

Expense related to stock options is recognized on a straight-line basis over the vesting period. No options were exercisable at December 31, 2021.

	Number of Shares	Weighted Average Grant-Date Fair Value per Award		Weighted Average Remaining Contractual Terms (Years)	Aggregate Intrinsic Value (in millions)
Options outstanding at December 31, 2020	300,000	$	5.26
Granted	—	$	—
Exercised	—	$	—
Cancelled	—	$	—
Options outstanding at December 31, 2021	300,000	$	5.26	8.1	$	2.6

At December 31, 2021, unrecognized compensation expense related to stock options totaled $0.6 million, which will be recognized over a weighted average period of 1.1 years. The weighted average exercise price of stock options outstanding as of December 31, 2021 was $21.61.

The fair value of the stock options granted during the year ended December 31, 2020 was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

	Year Ended December 31, 2020
Exercise price	$	21.61
Risk-free interest rate	1.48		%
Expected life (in years)	6.50
Equity volatility	35.00		%
Dividend yield	3.42		%

Restricted Stock

Restricted share awards consist of restricted stock and restricted stock units ("RSUs"). Expense related to RSUs issued to eligible employees under the Plan is recognized ratably over the vesting period, generally between three years and four years. Certain restricted stock and RSUs vest in their entirety upon the employee's retirement from the Company, taking into consideration the employee's age and years of service to the Company, as defined more specifically in our benefit plans. Beginning in 2020, certain RSU grants provide for full vesting when the award recipients retire having reached 60 years of age and having provided at least 10 years of service to the Company, provided that the awards remain outstanding for a period of at least six months from the date of grant. The expense for these awards is recognized over the applicable service period for each of the eligible award recipients. Expense related to restricted stock awards ("RSAs") and RSUs granted to non-employee directors under the Plan is recognized ratably over the vesting period, generally one year. Forfeitures are recognized as a reduction to expense in the period in which they occur.

	Number of Restricted Share Awards	Weighted Average Grant-Date Fair Value per Award
Restricted share awards outstanding at December 31, 2020	3,798,431	$	20.06
Granted	663,216	$	28.41
Vested	(1,307,435)	$	19.27
Forfeited	(464,647)	$	22.45
Restricted share awards outstanding at December 31, 2021 (1)	2,689,565	$	22.09

(1) The balance of restricted share awards outstanding at December 31, 2021 includes approximately 0.5 million restricted shares for Arcosa employees that were converted under the shareholder method at the time of the Arcosa spin-off. These restricted shares will be released to Arcosa employees upon vesting, but as of the spin-off date, Trinity no longer records the compensation expense associated with these shares.

At December 31, 2021, unrecognized compensation expense related to restricted share awards totaled $24.2 million, which will be recognized over a weighted average period of 2.7 years. The total grant-date fair value of shares vested and released during the years ended December 31, 2021, 2020, and 2019 was $25.2 million, $39.1 million, and $26.4 million, respectively. The weighted average grant-date fair value of restricted share awards granted during the years ended December 31, 2021, 2020, and 2019 was $28.41, $18.62, and $22.20 per share, respectively.

Performance Units

Performance units are granted to employees based upon a target level; however, depending upon the achievement of certain specified goals during the performance period, performance units may be adjusted to a level ranging between 0% and 200% of the target level. The performance units vest upon certification by the Human Resources Committee of the Board of Directors of the achievement of the specified performance goals. Expense related to performance units is recognized ratably from their award date to the end of the performance period, generally three years. Forfeitures are recognized as a reduction to expense in the period in which they occur.

	Number of Performance Units	Weighted Average Grant-Date Fair Value per Award
Performance units outstanding at December 31, 2020	1,235,172	$	24.17
Granted	240,931	$	30.85
Vested	(221,513)	$	32.37
Forfeited	(99,309)	$	32.37
Performance units outstanding at December 31, 2021	1,155,281	$	23.28

At December 31, 2021, unrecognized compensation expense related to performance units totaled $6.8 million, which will be recognized over a weighted average period of 1.2 years. The total grant-date fair value of performance units vested and released during the years ended December 31, 2021 and 2020 was $7.2 million and $0.1 million, respectively. There were no performance units vested during the year ended December 31, 2019. The weighted average grant-date fair value of performance units granted during the years ended December 31, 2021, 2020, and 2019 was $30.85, $20.31, and $22.22 per share, respectively.

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Note 14. Earnings Per Common Share

12 Months Ended

Dec. 31, 2021

Earnings Per Common Share [Abstract]

Earnings Per Share [Text Block]

Note 14. Earnings Per Common Share

Basic net income (loss) attributable to Trinity Industries, Inc. per common share ("EPS") is computed by dividing net income (loss) attributable to Trinity remaining after allocation to unvested restricted shares by the weighted average number of basic common shares outstanding for the period. Except when the effect would be antidilutive, the calculation of diluted EPS includes the net impact of potentially dilutive common shares. The Company has certain unvested RSAs that participate in dividends on a nonforfeitable basis and are therefore considered to be participating securities. Consequently, diluted net income (loss) attributable to Trinity Industries, Inc. per common share is calculated under both the two-class method and the treasury stock method, and the more dilutive of the two calculations is presented. There were no restricted shares and stock options included in the computation of diluted earnings per common share for the year ended December 31, 2020 as we incurred a loss for the period, and any effect on loss per common share would have been antidilutive.

The following table sets forth the computation of basic and diluted net income (loss) attributable to Trinity Industries, Inc.:

	Year Ended December 31,
	2021		2020		2019
	(in millions, except per share amounts)
Income (loss) from continuing operations	$	39.3	$	(250.5)	$	122.4
Less: Net loss attributable to noncontrolling interest	0.2		78.9		1.5
Unvested restricted share participation – continuing operations	—		—		(1.7)
Net income (loss) from continuing operations attributable to Trinity Industries, Inc.	39.5		(171.6)		122.2
Income from discontinued operations, net of income taxes	11.1		24.3		13.7
Gain on sale of discontinued operations, net of income taxes	131.4		—		—
Unvested restricted share participation – discontinued operations	—		—		(0.1)
Net income from discontinued operations attributable to Trinity Industries, Inc.	142.5		24.3		13.6
Net income (loss) attributable to Trinity Industries, Inc., including the effect of unvested restricted share participation	$	182.0	$	(147.3)	$	135.8
Basic weighted average shares outstanding	101.5		115.9		125.6
Effect of dilutive securities	2.3		—		1.7
Diluted weighted average shares outstanding	103.8		115.9		127.3
Basic earnings per common share:
Income (loss) from continuing operations	$	0.39	$	(1.48)	$	0.98
Income from discontinued operations	1.40		0.21		0.11
Basic net income (loss) attributable to Trinity Industries, Inc.	$	1.79	$	(1.27)	$	1.09
Diluted earnings per common share:
Income (loss) from continuing operations	$	0.38	$	(1.48)	$	0.96
Income from discontinued operations	1.37		0.21		0.11
Diluted net income (loss) attributable to Trinity Industries, Inc.	$	1.75	$	(1.27)	$	1.07
Potentially dilutive securities excluded from EPS calculation:
Antidilutive restricted shares	$	0.1	$	—	$	0.2
Antidilutive stock options	$	—	$	—	$	—

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Note 15. Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies [Abstract]

Commitments and Contingencies Disclosure [Text Block]

Note 15. Contingencies

Highway products litigation

We previously reported the filing of a False Claims Act (“FCA”) complaint in the United States District Court for the Eastern District of Texas, Marshall Division (“District Court”) styled Joshua Harman, on behalf of the United States of America, Plaintiff/Relator v. Trinity Industries, Inc., Defendant, Case No. 2:12-cv-00089-JRG (E.D. Tex.). In this case, in which the U.S. Government declined to intervene, the relator, Mr. Joshua Harman, alleged the Company violated the FCA pertaining to sales of the Company's ET Plus. On October 20, 2014, a trial in this case concluded with a jury verdict stating that the Company and its subsidiary, THP, “knowingly made, used or caused to be made or used, a false record or statement material to a false or fraudulent claim," and the District Court entered judgment on the verdict in the total amount of $682.4 million.

On September 29, 2017, the United States Court of Appeals for the Fifth Circuit ("Fifth Circuit") reversed the District Court’s $682.4 million judgment and rendered judgment as a matter of law in favor of the Company and THP. On January 7, 2019, the United States Supreme Court denied Mr. Harman's petition for certiorari seeking review of the Fifth Circuit's decision. The denial of Mr. Harman's petition ended this action.

Pursuant to the Purchase and Sale Agreement, the Company has agreed to indemnify Rush Hour for certain liabilities related to the highway products business, including those liabilities resulting from or arising out of (a) the proceedings set forth under “State actions” and "Missouri class action" below and (b) any other proceedings to the extent resulting from or arising out of ET Plus systems or specified ET Plus component parts that are both (i) manufactured prior to December 31, 2021, and (ii) sold in the United States on or prior to April 30, 2022, or related warranty obligations with respect thereto.

State actions

Mr. Harman also has separate state qui tam actions currently pending pursuant to: the Virginia Fraud Against Taxpayers Act (Commonwealth of Virginia ex rel. Joshua M. Harman v. Trinity Industries, Inc. and Trinity Highway Products, LLC, Case No. CL13-698, in the Circuit Court, Richmond, Virginia) and the Massachusetts False Claims Act (Commonwealth of Massachusetts ex rel. Joshua M. Harman Qui Tam v. Trinity Industries, Inc. and Trinity Highway Products, LLC, Case No. 1484-CV-02364, in the Superior Court Department of the Trial Court) and has sought leave to file an amended complaint in a previously dismissed action pursuant to the New Jersey False Claims Act (State of New Jersey ex rel. Joshua M. Harman v. Trinity Industries, Inc. and Trinity Highway Products, LLC, Case No.L-1344-14, in the Superior Court of New Jersey Law Division: Mercer County). In each of these cases, Mr. Harman alleged the Company violated the respective states' false claims act pertaining to sales of the ET Plus, and he is seeking damages, civil penalties, attorneys’ fees, costs and interest. Also, the respective states’ Attorneys General filed Notices of Election to Decline Intervention in each of these matters, with the exception of the Commonwealth of Virginia Attorney General, who intervened in the Virginia matter. The Massachusetts action has been scheduled for trial on June 7, 2022, and the Virginia action has been scheduled for trial on April 17, 2023.

In a similar Tennessee state qui tam action filed by Mr. Harman (State of Tennessee ex rel. Joshua M. Harman v. Trinity Industries, Inc., and Trinity Highway Products, LLC, Case No. 14C2652, in the Circuit Court for Davidson County, Tennessee), on January 10, 2022, the Court granted Trinity’s Motion to Dismiss Harman’s Second Amended Complaint and entered an order dismissing Mr. Harman’s complaint with prejudice. On February 7, 2022, Mr. Harman filed a Notice of Appeal of the trial court's order dismissing the case.

The Company believes these state qui tam lawsuits are without merit and intends to vigorously defend all allegations. Other states could take similar or different actions, and could be considering similar state false claims or other litigation against the Company.

As previously reported, state qui tam actions filed by Mr. Harman in the states of Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Minnesota, Montana, Nevada, Rhode Island, New Jersey, and California were dismissed.

Based on information currently available to the Company and previously disclosed, we currently do not believe that a loss is probable in any one or more of the actions described under "State actions," therefore no accrual has been included in the accompanying Consolidated Financial Statements. Because of the complexity of these actions as well as the current status of certain of these actions, we are not able to estimate a range of possible losses with respect to any one or more of these actions. While the financial impacts of these state actions are currently unknown, they could be material.

Missouri class action

The Company has been served in a lawsuit filed November 5, 2015, titled Jackson County, Missouri, individually and on behalf of a class of others similarly situated vs. Trinity Industries, Inc. and Trinity Highway Products, LLC, Case No. 1516-CV23684 (Circuit Court of Jackson County, Missouri). The case is being brought by plaintiff for and on behalf of itself and all Missouri counties with a population of 10,000 or more persons, including the City of St. Louis, and the State of Missouri’s transportation authority. The plaintiff alleges that the Company and THP did not disclose design changes to the ET Plus and these allegedly undisclosed design changes made the ET Plus allegedly defective, unsafe, and unreasonably dangerous. The plaintiff alleges product liability negligence, product liability strict liability, and negligently supplying dangerous instrumentality for supplier’s business purposes. The plaintiff seeks compensatory damages, interest, attorneys' fees and costs, and in the alternative plaintiff seeks a declaratory judgment that the ET Plus is defective, the Company’s conduct was unlawful, and class-wide costs and expenses associated with removing and replacing the ET Plus throughout Missouri. On December 6, 2017, the Court granted plaintiff's Motion for Class Certification, certifying a class of Missouri counties with populations of 10,000 or more persons, including the City of St. Louis and the State of Missouri's transportation authority that have or had ET Plus guardrail end terminals with 4-inch wide guide channels installed on roadways they own or maintain. A trial date has been scheduled in this case for April 4, 2022.

The parties are engaging in discussions regarding a potential settlement in an effort to resolve the matter before incurring significant additional legal fees and costs. In accordance with ASC 450, Contingencies, the Company recorded a pre-tax charge of $23.9 million ($18.3 million, net of income taxes) during the year ended December 31, 2021, which is included in income from discontinued operations, net of income taxes, in our Consolidated Statement of Operations, based on the Company’s assessment that a settlement is probable. However, there is no assurance that a settlement will be reached or, if a settlement is reached, that the charge will represent the amount of the settlement. If a settlement is unable to be reached, the Company will continue to vigorously defend the action. The accrual and related range of reasonably possible loss related to this matter are included in the amounts described below under "Other matters."

Product liability cases

The Company is currently defending product liability lawsuits in several different states that are alleged to involve the ET Plus as well as other products manufactured by THP. These cases are diverse in light of the randomness of collisions in general and the fact that each accident involving a roadside device, such as an end terminal, or any other fixed object along the highway, has its own unique facts and circumstances. The Company carries general liability insurance to mitigate the impact of adverse judgment exposures in these product liability cases. To the extent that the Company believes that a loss is probable with respect to these product liability cases, the accrual for such losses is included in the amounts described below under "Other matters".

Other matters

The Company is involved in claims and lawsuits incidental to our business arising from various matters, including product warranty, personal injury, environmental issues, workplace laws, and various governmental regulations. The Company evaluates its exposure to such claims and suits periodically and establishes accruals for these contingencies when a range of loss can be reasonably estimated. The range of reasonably possible losses for such matters is $37.4 million to $55.4 million, which includes our rights in indemnity and recourse to third parties of approximately $10.3 million, which is recorded in other assets on our Consolidated Balance Sheet as of December 31, 2021. This range includes any amounts related to the Highway Products litigation matters described above in the section titled “Highway products litigation." At December 31, 2021, total accruals of $37.8 million, including environmental and workplace matters described below, are included in accrued liabilities in the accompanying Consolidated Balance Sheets. The Company believes any additional liability would not be material to its financial position or results of operations.

Trinity is subject to remedial orders and federal, state, local, and foreign laws and regulations relating to the environment and the workplace. The Company has reserved $1.3 million to cover our probable and estimable liabilities with respect to the investigations, assessments, and remedial responses to such matters, taking into account currently available information and our contractual rights to indemnification and recourse to third parties. However, estimates of liability arising from future proceedings, assessments, or remediation are inherently imprecise. Accordingly, there can be no assurance that we will not become involved in future litigation or other proceedings involving the environment and the workplace or, if we are found to be responsible or liable in any such litigation or proceeding, that such costs would not be material to the Company. We believe that we are currently in substantial compliance with environmental and workplace laws and regulations.

Georgia tornado

On March 26, 2021, a tornado damaged the Company’s rail maintenance facility in Cartersville, Georgia. We have incurred costs related to cleanup and damage remediation activities in order for the facility to resume operations in the second quarter. We believe our insurance coverage is sufficient to cover property damage costs related to the event. Accordingly, at the time the loss was sustained, we recorded an insurance receivable of approximately $1.2 million for property damage recoveries, which was collected during the year. As of December 31, 2021, we have received total advanced payments from insurance of approximately $17.8 million, which includes $8.1 million for reimbursement of cleanup and damage remediation expenditures and the $1.2 million insurance receivable described above. We recorded a gain of $7.8 million for insurance recoveries received in excess of the net book value of assets destroyed, net of the applicable deductible, which is included in the gains on dispositions of other property line in our Consolidated Statements of Operations. As of December 31, 2021, we have utilized $4.9 million of the advanced payments from insurance towards new capital expenditures in support of the reconstruction efforts. Any additional property damage insurance proceeds received in excess of the net book value of property lost and related cleanup costs will be accounted for as gains in future quarters.

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Note 16. Selected Quarterly Financial Data

12 Months Ended

Dec. 31, 2021

Income Statement [Abstract]

Quarterly Financial Information [Text Block]

Note 16. Selected Quarterly Financial Data (Unaudited)

	Three Months Ended
	March 31, 2021		June 30, 2021		September 30, 2021		December 31, 2021
	(in millions, except per share data)
Revenues:
Manufacturing	$	147.4	$	108.3	$	234.5	$	291.2
Leasing	183.3		185.0		185.3		181.0
	330.7		293.3		419.8		472.2
Operating costs:
Costs of revenues:
Manufacturing	149.6		99.6		238.8		281.9
Leasing	96.7		102.5		98.6		93.8
	246.3		202.1		337.4		375.7
Selling, engineering, and administrative expenses	44.7		46.2		45.8		42.9
Gains on dispositions of property	11.5		12.1		41.6		13.0
Restructuring activities, net	(0.3)		(0.7)		(0.1)		(2.6)
Operating profit	51.5		57.8		78.3		69.2
Other expense	52.5		63.5		44.5		41.1
Income (loss) from continuing operations before income taxes	(1.0)		(5.7)		33.8		28.1
Provision (benefit) for income taxes	4.0		(2.9)		8.3		6.5
Income (loss) from continuing operations	(5.0)		(2.8)		25.5		21.6
Income (loss) from discontinued operations, net of income taxes	6.3		7.6		10.4		(13.2)
Gain on sale of discontinued operations, net of income taxes	—		—		—		131.4
Net income	1.3		4.8		35.9		139.8
Net income (loss) attributable to noncontrolling interest	(2.0)		(7.9)		3.9		5.8
Net income attributable to Trinity Industries, Inc.	$	3.3	$	12.7	$	32.0	$	134.0
Basic earnings per common share (1):
Income (loss) from continuing operations	$	(0.03)	$	0.05	$	0.22	$	0.16
Income from discontinued operations	0.06		0.07		0.11		1.23
Basic net income attributable to Trinity Industries, Inc.	$	0.03	$	0.12	$	0.33	$	1.39
Diluted earnings per common share (1):
Income (loss) from continuing operations	$	(0.03)	$	0.05	$	0.22	$	0.16
Income from discontinued operations	0.06		0.07		0.11		1.21
Diluted net income attributable to Trinity Industries, Inc.	$	0.03	$	0.12	$	0.33	$	1.37

(1) The sum of the quarters may not necessarily be equal to the full year net income per common share amount.

	Three Months Ended
	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020
	(in millions, except per share data)
Revenues:
Manufacturing	$	317.2	$	247.3	$	213.1	$	170.6
Leasing	236.1		192.6		183.7		189.1
	553.3		439.9		396.8		359.7
Operating costs:
Costs of revenues:
Manufacturing	301.0		241.6		202.5		164.9
Leasing	138.6		102.9		86.4		89.5
	439.6		344.5		288.9		254.4
Selling, engineering, and administrative expenses	50.6		48.6		42.9		47.5
Gains on dispositions of property	9.6		6.6		3.7		0.1
Impairment of long-lived assets (1)	—		369.4		—		27.0
Restructuring activities, net	5.4		0.3		4.7		0.5
Operating profit (loss)	67.3		(316.3)		64.0		30.4
Other expense (2)	58.1		52.3		53.7		205.9
Income (loss) from continuing operations before income taxes	9.2		(368.6)		10.3		(175.5)
Provision (benefit) for income taxes	(149.1)		(74.0)		(8.7)		(42.3)
Income (loss) from continuing operations	158.3		(294.6)		19.0		(133.2)
Income from discontinued operations, net of income taxes	4.0		6.8		6.9		6.6
Net income (loss)	162.3		(287.8)		25.9		(126.6)
Net income (loss) attributable to noncontrolling interest	0.6		(80.9)		0.8		0.6
Net income (loss) attributable to Trinity Industries, Inc.	$	161.7	$	(206.9)	$	25.1	$	(127.2)
Basic earnings per common share (3):
Income (loss) from continuing operations	$	1.32	$	(1.82)	$	0.15	$	(1.19)
Income from discontinued operations	0.04		0.06		0.06		0.06
Basic net income (loss) attributable to Trinity Industries, Inc.	$	1.36	$	(1.76)	$	0.21	$	(1.13)
Diluted earnings per common share (3):
Income (loss) from continuing operations	$	1.30	$	(1.82)	$	0.15	$	(1.19)
Income from discontinued operations	0.03		0.06		0.06		0.06
Diluted net income (loss) attributable to Trinity Industries, Inc.	$	1.33	$	(1.76)	$	0.21	$	(1.13)

(1) Impairment of long-lived assets during the three months ended June 30, 2020 relates to our small cube covered hopper railcars. See Note 11 for further information.

(2) Other expense during the three months ended December 31, 2020 includes $151.5 million related to the settlement of our Pension Plan. See Note 10 for further information.

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Note 1. Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

The financial statements of Trinity Industries, Inc. and its consolidated subsidiaries (“Trinity,” “Company,” “we,” “our,” or "us") include the accounts of its wholly-owned subsidiaries and its partially-owned subsidiaries, TRIP Rail Holdings LLC ("TRIP Holdings") and RIV 2013 Rail Holdings LLC ("RIV 2013"), in which we have a controlling interest. All significant intercompany accounts and transactions have been eliminated. Certain prior year balances have been reclassified to conform to the 2021 presentation.

Discontinued Operations, Policy

Sale of Highway Products Business

In the fourth quarter of 2021, the Company completed the sale of Trinity Highway Products, LLC (“THP”), a wholly-owned subsidiary of the Company, and certain direct and indirect subsidiaries of THP, to Rush Hour Intermediate II, LLC ("Rush Hour"), an entity owned by an affiliated investment fund of Monomoy Capital Partners, for an aggregate purchase price of $375.0 million, subject to certain adjustments. THP is a leading manufacturer and global supplier of commercial highway products.

We concluded that the sale of THP represented a strategic shift that would have a major effect on the Company’s operations and financial results. Accordingly, we have presented the operating results and cash flows of THP as discontinued operations for all periods in this 2021 Annual Report on Form 10-K. Results of prior periods have been recast to reflect these changes and present results on a comparable basis. See Note 2 for further information related to the sale of THP.

Revenue from Contract with Customer [Policy Text Block]

Revenue Recognition

Revenue is measured based on the allocation of the transaction price in a contract to satisfied performance obligations. The transaction price does not include any amounts collected on behalf of third parties. We recognize revenue when we satisfy a performance obligation by transferring control over a product or service to a customer. Payments for our products and services are generally due within normal commercial terms. The following is a description of principal activities from which we generate our revenue, separated by reportable segments. See Note 4 for a further discussion regarding our reportable segments.

Railcar Leasing and Management Services Group

In our Railcar Leasing and Management Services Group ("Leasing Group"), revenue from rentals and operating leases, including contracts that contain non-level fixed lease payments, is recognized monthly on a straight-line basis. Leases not classified as operating leases are generally considered sales-type leases as a result of an option to purchase.

We review our operating lease receivables for collectibility on a regular basis, taking into consideration changes in factors such as the lessee’s payment history, the financial condition of the lessee, and business and economic conditions in the industry in which the lessee operates. In the event that the collectibility of a receivable with respect to any lessee is no longer probable, we derecognize the revenue and related receivable and recognize future revenue only when the lessee makes a rental payment. Contingent rents are recognized when the contingency is resolved.

Selling profit or loss associated with sales-type leases is recognized upon lease commencement, and a net investment in the sales-type lease is recorded on the Consolidated Balance Sheet. Interest income related to sales-type leases is recognized over the lease term using the effective interest method. We had no sales-type leases as of December 31, 2021 and 2020.

During the fourth quarter of 2020, we began presenting sales from our lease fleet in the Leasing Group on a net basis regardless of the age of railcar that is sold. Historically, in accordance with ASC 606, Revenue from contracts with customers, we presented sales of railcars from the lease fleet on a gross basis in Revenues – Leasing and Cost of revenues – Leasing in our Consolidated Statements of Operations if the railcars had been owned for one year or less at the time of sale. Sales of railcars from the lease fleet owned for more than one year had historically been presented as a net gain or loss from the disposal of a long-term asset. We now report all sales of railcars from the lease fleet as a net gain or loss from the disposal of a long-term asset in accordance with ASC 610-20, Gains and losses from the derecognition of non-financial assets. These sales are presented in the Lease portfolio sales line in our Consolidated Statements of Operations; however, because this change in presentation was effected on a prospective basis beginning in the fourth quarter of 2020, lease portfolio sales for the years ended December 31, 2020 and 2019 only include sales of railcars from the lease fleet owned for more than one year. There were no lease portfolio sales during the fourth quarter of 2020. We have concluded that this presentation is appropriate given the significant change in the strategic focus of the Company. The presentation change had no effect on the Company’s operating profit, net income, earnings per share, or Consolidated Balance Sheet.

We account for shipping and handling costs as activities to fulfill the promise to transfer the good; as such, these fees are recorded in revenue. The fees and costs of shipping and handling activities are accrued when the related performance obligation has been satisfied.

Rail Products Group

Our railcar manufacturing business recognizes revenue when the customer has submitted its certificate of acceptance and legal title of the railcar has passed to the customer. Certain contracts for the sales of railcars include price adjustments based on steel-price indices; this amount represents variable consideration for which we are unable to estimate the final consideration until the railcar is delivered.

Within our maintenance services business, revenue is recognized over time as repair and maintenance projects are completed, using an input approach based on the costs incurred relative to the total estimated costs of performing the project. We recorded contract assets of $4.5 million and $4.4 million as of December 31, 2021 and 2020, respectively, related to unbilled revenues recognized on repair and maintenance services that have been performed, but for which the entire project has not yet been completed, and the railcar has not yet been shipped to the customer. These contract assets are included within the Receivables, net of allowance line in our Consolidated Balance Sheets.

Unsatisfied Performance Obligations

The following table includes estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied or partially satisfied as of December 31, 2021 and the percentage of the outstanding performance obligations as of December 31, 2021 expected to be delivered during 2022:

	Unsatisfied performance obligations at December 31, 2021
	Total Amount		Percent expected to be delivered in 2022
	(in millions)
Rail Products Group:
New railcars:
External customers	$	1,018.1
Leasing Group	498.7
	$	1,516.8	69.1	%
Sustainable railcar conversions (1)	$	111.5	95.7	%
Maintenance services	$	3.0	100.0	%
Railcar Leasing and Management Services Group	$	71.3	21.7	%

(1) During 2021, the Rail Products Group introduced a sustainable railcar conversion program whereby certain tank cars and freight cars are converted or upgraded to better meet changing market demands.

The remainder of the unsatisfied performance obligations for the Rail Products Group is expected to be delivered through 2025. The orders in the Rail Products Group's 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 choose to change their procurement decision.

Unsatisfied performance obligations for the Railcar Leasing and Management Services Group are related to servicing, maintenance, and management agreements and are expected to be performed through 2029.

Lessee, Leases [Policy Text Block]

Lessee

We are the lessee of operating leases predominantly for railcars, as well as office buildings, manufacturing equipment, and office equipment. Our operating leases have remaining lease terms ranging from one year to fifteen years, some of which include options to extend for up to five years, and some of which include options to terminate within one year. As of December 31, 2021, we had no material finance leases in which we were the lessee. Certain of our operating leases include lease incentives, which reduce the right-of-use asset and are recognized on a straight-line basis over the lease term. As applicable, the lease liability is also reduced by the amount of lease incentives that have not yet been reimbursed by the lessor.

The following table summarizes the impact of our operating leases on our Consolidated Financial Statements (in millions, except lease term and discount rate):

	Year Ended December 31,
	2021		2020			2019
Consolidated Statement of Operations
Operating lease expense	$	15.2	$	15.1		$	17.4
Short-term lease expense	$	0.2	$	2.1		$	4.1
Consolidated Statement of Cash Flows
Cash flows from operating activities	$	15.2	$	15.1		$	17.4
Right-of-use assets recognized in exchange for new lease liabilities (1)	$	23.0	$	54.5		$	8.5
			December 31, 2021			December 31, 2020
Consolidated Balance Sheet
Right-of-use assets (2)			$	82.8		$	73.5
Lease liabilities (3)			$	106.3		$	93.5
Weighted average remaining lease term			10.8 years			11.3 years
Weighted average discount rate			3.0		%	3.3		%

(1) Includes the commencement of the new headquarters facility for the year ended December 31, 2020.

(2) Included in other assets in our Consolidated Balance Sheets.

(3) Included in other liabilities in our Consolidated Balance Sheets.

Future contractual minimum operating lease liabilities will mature as follows (in millions):

	Leasing Group		Non-Leasing Group		Total
2022	$	10.9	$	7.2	$	18.1
2023	9.1		7.2		16.3
2024	5.6		6.2		11.8
2025	3.8		5.6		9.4
2026	3.5		5.2		8.7
Thereafter	4.1		56.7		60.8
Total operating lease payments	$	37.0	$	88.1	$	125.1
Less: Present value adjustment					(18.8)
Total operating lease liabilities					$	106.3

Lessor, Leases [Policy Text Block]

Lessor

Our Leasing Group enters into railcar operating leases with third parties with terms generally ranging between one year and ten years. The majority of our fleet operates on leases that earn fixed monthly lease payments. Generally, lease payments are due at the beginning of the applicable month. A portion of our fleet operates on per diem leases that earn usage-based variable lease payments. Some of our leases include options to extend the leases for up to five years, and a small percentage of our leases include early termination options with certain notice requirements and early termination penalties. As of December 31, 2021, non-Leasing Group operating leases were not significant, and we had no sales-type leases and no direct finance leases.

We manage risks associated with residual values of leased railcars by investing across a diverse portfolio of railcar types, staggering lease maturities within any given railcar type, avoiding concentration of railcar type and industry, and actively participating in secondary markets. Additionally, our lease agreements contain normal wear and tear return condition provisions and high mileage thresholds designed to protect the value of our residual assets. Our lease agreements do not contain any material residual value guarantees or restrictive covenants.

The following table summarizes the impact of our leases in our Consolidated Statement of Operations (in millions):

	Year Ended December 31,
	2021		2020		2019
Operating lease revenues	$	652.5	$	671.4	$	676.3
Variable operating lease revenues	$	54.2	$	51.0	$	50.5
Sales-type lease revenues	$	—	$	—	$	160.5
Interest income on sales-type lease receivables	$	—	$	—	$	2.4
Profit recognized at sales-type lease commencement	$	—	$	—	$	19.0

Future contractual minimum revenues for operating leases will mature as follows (in millions)(1):

2022	$	546.5
2023	411.5
2024	307.5
2025	219.9
2026	140.0
Thereafter	260.2
Total	$	1,885.6

(1) Total contractual minimum rental revenues on operating leases relates to our wholly-owned and partially-owned subsidiaries and sub-lease rental revenues associated with the Leasing Group's operating lease obligations.

Income Tax, Policy [Policy Text Block]

Income Taxes

The liability method is used to account for income taxes. Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized.

We regularly evaluate the likelihood of realization of tax benefits derived from positions we have taken in various federal and state filings after consideration of all relevant facts, circumstances, and available information. For those tax positions that are deemed more likely than not to be sustained, we recognize the benefit we believe is cumulatively greater than 50% likely to be realized. To the extent that we were to prevail in matters for which accruals have been established or be required to pay amounts in excess of recorded reserves, the effective tax rate in a given financial statement period could be materially impacted.

Cash and Cash Equivalents, Policy [Policy Text Block]

Financial Instruments

We consider all highly liquid debt instruments to be either cash and cash equivalents if purchased with a maturity of three months or less, or short-term marketable securities if purchased with a maturity of more than three months and less than one year.

Financial instruments that potentially subject us to a concentration of credit risk are primarily cash investments including restricted cash and receivables. We place our cash investments in bank deposits, investment grade, short-term debt instruments, and highly-rated commercial paper. We limit the amount of credit exposure to any one commercial issuer. The carrying values of cash, receivables, and accounts payable are considered to be representative of their respective fair values.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentrations of credit risk with respect to receivables are limited due to control procedures that monitor the credit worthiness of customers, the large number of customers in our customer base, and their dispersion across different end markets and geographic areas. Receivables are generally evaluated at a portfolio level based on these characteristics. As receivables are generally unsecured, we maintain an allowance for credit losses using a forward-looking approach based on historical losses and consideration of current and expected future economic conditions. Historically, we have observed that the likelihood of loss increases when receivables have aged beyond 180 days. When a receivable is deemed uncollectible, the write-off is recorded as a reduction to allowance for credit losses. The balance of the allowance for credit losses that are in the scope of ASC 326, Financial Instruments – Credit Losses was $10.5 million and $9.0 million at December 31, 2021 and 2020, respectively. This balance excludes the general reserve for operating lease receivables that is permitted under ASC 450, Contingencies.

Inventory, Policy [Policy Text Block]

InventoriesInventories are valued at the lower of cost or net realizable value. Cost is determined principally on the first in first out method. Work in process and finished goods include material, labor, and overhead.

Property, Plant and Equipment, Policy [Policy Text Block]

Property, Plant, and Equipment

Property, plant, and equipment are stated at cost and depreciated over their estimated useful lives using the straight-line method. The costs of ordinary maintenance and repair are charged to operating costs. The estimated useful lives are as follows:

Buildings and improvements	3 – 30 years
Leasehold improvements	Generally over the term of the lease
Machinery and equipment	2 – 10 years
Information systems hardware and software	2 – 5 years
Railcars in our lease fleet	Generally 35 – 40 years

In early 2020, we finalized an assessment of the estimated useful lives and salvage value assumptions for the railcars in our lease fleet. Based upon analysis of historical fleet data, review of industry standards, and consideration of certain economic factors by railcar type, we determined that it was appropriate to revise the useful lives and salvage values of certain railcar types in our lease fleet. The net impact of these changes, which took effect January 1, 2020, resulted in a change in the weighted average useful life from approximately 34 years to approximately 37 years. This change was accounted for as a change in accounting estimate, which is required to be accounted for on a prospective basis. For the years ended December 31, 2021 and 2020, this change in estimate resulted in a decrease in depreciation expense and a corresponding increase in income from continuing operations of approximately $30.8 million, as well as an increase in net income of approximately $23.7 million. Further, earnings per share increased $0.23 and $0.20 per share for the years ended December 31, 2021 and 2020, respectively. See Note 11 for further information regarding impairment of long-lived assets related to our small cube covered hopper railcars recorded in the year ended December 31, 2020.

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Impairment of Long-lived Assets

We periodically evaluate the carrying value of long-lived assets for potential impairment. The carrying value of long-lived assets is considered impaired when their carrying value is not recoverable through undiscounted future cash flows and the fair value of the assets is less than their carrying value. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risks involved or market quotes as available. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced by the estimated cost to dispose of the assets. During the year ended December 31, 2020, we recorded impairments of long-lived assets totaling $396.4 million, which included $369.4 million related to our small cube covered hopper railcars, $15.2 million related to the planned divestiture of certain non-strategic maintenance facilities, and $11.8 million related to investments in certain emerging technologies. See Note 11 for more information, including a description of the key assumptions and other significant management judgments utilized in these impairment analyses. Based on our evaluations, no impairment charges were determined to be necessary on assets held and used as of December 31, 2021.

Assets Held for SaleWe classify our facilities as assets held for sale at the time management commits to a plan to sell the facility, and the sale is expected to be completed within one year. Assets held for sale are recorded at fair value, less any costs to sell, and are no longer subject to depreciation. As of December 31, 2021 and 2020, assets held for sale totaling $6.2 million and $32.9 million, respectively, are included in the other assets line of our Consolidated Balance Sheets. During the fourth quarter of 2021, we sold our prior corporate headquarters facility, which was previously classified as held for sale as of December 31, 2020.

Business Combinations and Other Purchase of Business Transactions, Policy

Acquisitions

In January 2021, we completed the acquisition of a company that owns and operates proprietary railcar cleaning technology systems. This transaction was recorded as a business combination within the Rail Products Group, based on valuations of the acquired assets and liabilities at their acquisition date fair value using Level 3 inputs. The acquisition did not have a significant impact on our Consolidated Financial Statements. This transaction resulted in goodwill of $7.0 million and intellectual property of $11.3 million, which will be amortized over fifteen years. There was no acquisition activity for the year ended December 31, 2020.

Goodwill and Intangible Assets, Policy [Policy Text Block]

Goodwill and Intangible Assets

Goodwill is required to be tested for impairment at least annually, or on an interim basis if events or circumstances change indicating that the carrying amount of the goodwill might be impaired. We have the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment assessment. If, after assessing the totality of events and circumstances, we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company will perform the quantitative impairment test. We can also elect to forgo the qualitative assessment and perform the quantitative test. The quantitative goodwill impairment test compares the reporting unit's estimated fair value with the carrying amount of its net assets. An impairment is recognized if the reporting unit's recorded net assets exceed its fair value. Impairment is assessed at the reporting unit level by applying a fair value-based test for each unit with recorded goodwill. The estimates and judgments that most significantly affect the fair value calculations are assumptions, consisting of level three inputs, related to revenue and operating profit results, discount rates, terminal growth rates and exit multiples. As of December 31, 2021 and 2020, our annual impairment test of goodwill was completed at the reporting unit level, and no impairment charges were determined to be necessary.

Goodwill by segment is as follows:

	December 31, 2021		December 31, 2020
	(in millions)
Railcar Leasing and Management Services Group	$	1.8	$	1.8
Rail Products Group	152.4		145.4
	$	154.2	$	147.2

The net book value of intangible assets totaled $28.1 million and $8.9 million as of December 31, 2021 and 2020, respectively, which are finite-lived intangible assets amortized over their estimated useful lives ranging from one year to fifteen years. Based on our evaluations of intangible assets, no impairment charges were determined to be necessary as of December 31, 2021 and 2020.

Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]

Restricted Cash

Restricted cash consists of cash and cash equivalents held either as collateral for our non-recourse debt and lease obligations or as security for the performance of certain product sales agreements. As such, they are restricted in use.

Variable Interest Entity Disclosure [Text Block]

Investments in Affiliates

We continuously evaluate our investments and other contractual arrangements with third party entities to determine if our variable interests are considered a variable interest entity ("VIE"). Consolidation is required for VIEs in which we are the primary beneficiary. We have determined that we are the primary beneficiary for TRIP Holdings and RIV 2013. At December 31, 2021, the carrying value of our investment in TRIP Holdings and RIV 2013 totaled $141.4 million. See Note 5 for further information regarding our partially-owned leasing subsidiaries.

Equity Method Investments and Joint Ventures Disclosure [Text Block]

Other Investments

In August 2021, the Company and Wafra, Inc. announced a new railcar investment vehicle ("RIV") program between Trinity and certain funds managed by Wafra, Inc. ("Wafra Funds"). The joint venture created as part of this program, known as Signal Rail Holdings LLC ("Signal Rail"), is owned 90% by Wafra Funds and 10% by our wholly-owned subsidiary, Trinity Industries Leasing Company ("TILC"). Upon consideration under the VIE model, Trinity has concluded that Signal Rail meets the definition of a VIE; however, Trinity is not the primary beneficiary and therefore does not consolidate this entity as we do not have the power to direct the activities of the entity that most significantly impact its economic performance. Our investment in Signal Rail is being accounted for under the equity method of accounting. At December 31, 2021, the carrying value of TILC’s equity investment in Signal Rail was $6.3 million, which is included in other assets in our Consolidated Balance Sheet.

We hold certain other investments for which we do not have a controlling financial interest but have a significant influence over the financial and operating policies. The carrying values of our equity method investments totaled approximately $4.4 million and $4.0 million as of December 31, 2021 and 2020, respectively.

Self Insurance Reserve [Policy Text Block]

Insurance

We are effectively self-insured for workers' compensation and employee health care claims. A third party administrator is used to process claims. We accrue our workers' compensation and group medical liabilities based upon independent actuarial studies. These liabilities are calculated based upon loss development factors, which contemplate a number of variables, including claims history and expected trends.

Standard Product Warranty, Policy [Policy Text Block]

Warranties

We provide various express, limited product warranties that generally range from one year to five years depending on the product. The warranty costs are estimated using a two-step approach. First, an engineering estimate is made for the cost of all claims that have been asserted by customers. Second, based on historical claims experience, a cost is accrued for all products still within a warranty period for which no claims have been filed. We provide for the estimated cost of product warranties at the time revenue is recognized related to products covered by warranties and assess the adequacy of the resulting reserves on a quarterly basis. The changes in the accruals for warranties for the years ended December 31, 2021, 2020, and 2019 are as follows:

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Beginning balance	$	11.3	$	7.5	$	6.8
Warranty costs incurred	(7.4)		(2.0)		(3.4)
Warranty originations and revisions	0.1		6.0		4.1
Warranty expirations	(0.9)		(0.2)		—
Ending balance	$	3.1	$	11.3	$	7.5

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign Currency TransactionsThe functional currency of our Mexico operations is the United States dollar. Certain transactions in Mexico occur in currencies other than the United States dollar. The impact of foreign currency fluctuations on these transactions is recorded in other, net (income) expense in our Consolidated Statement of Operations.

Comprehensive Income, Policy [Policy Text Block]

Other Comprehensive Income (Loss)

Other comprehensive net income (loss) consists of foreign currency translation adjustments, unrealized gains and losses on our derivative financial instruments, and the net actuarial gains and losses of our defined benefit plans, the sum of which, together with net income (loss), constitutes comprehensive income (loss). See Note 12. All components are shown net of tax.

Use of Estimates, Policy [Policy Text Block]

Management's Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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Note 1. Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table Text Block]

Unsatisfied Performance Obligations

The following table includes estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied or partially satisfied as of December 31, 2021 and the percentage of the outstanding performance obligations as of December 31, 2021 expected to be delivered during 2022:

	Unsatisfied performance obligations at December 31, 2021
	Total Amount		Percent expected to be delivered in 2022
	(in millions)
Rail Products Group:
New railcars:
External customers	$	1,018.1
Leasing Group	498.7
	$	1,516.8	69.1	%
Sustainable railcar conversions (1)	$	111.5	95.7	%
Maintenance services	$	3.0	100.0	%
Railcar Leasing and Management Services Group	$	71.3	21.7	%

(1) During 2021, the Rail Products Group introduced a sustainable railcar conversion program whereby certain tank cars and freight cars are converted or upgraded to better meet changing market demands.

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Note 1. Summary of Significant Accounting Policies Lessor Accounting (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Operating and Sales-Type Leases, Lessor Disclosure [Table Text Block]

The Leasing Group primarily enters into operating leases. Future contractual minimum rental revenues on operating leases related to our wholly-owned and partially-owned subsidiaries are as follows:

	2022		2023		2024		2025		2026		Thereafter		Total
	(in millions)
Future contractual minimum rental revenues	$	540.2	$	407.6	$	305.3	$	218.5	$	139.2	$	260.1	$	1,870.9

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Note 1. Summary of Significant Accounting Policies Goodwill and Intangibles (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill [Table Text Block]

Goodwill by segment is as follows:

	December 31, 2021		December 31, 2020
	(in millions)
Railcar Leasing and Management Services Group	$	1.8	$	1.8
Rail Products Group	152.4		145.4
	$	154.2	$	147.2

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Note 1. Summary of Significant Accounting Policies Product Warranty (Tables)

12 Months Ended

Dec. 31, 2021

Guarantees and Product Warranties [Abstract]

Schedule of Product Warranty Liability [Table Text Block]

The changes in the accruals for warranties for the years ended December 31, 2021, 2020, and 2019 are as follows:

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Beginning balance	$	11.3	$	7.5	$	6.8
Warranty costs incurred	(7.4)		(2.0)		(3.4)
Warranty originations and revisions	0.1		6.0		4.1
Warranty expirations	(0.9)		(0.2)		—
Ending balance	$	3.1	$	11.3	$	7.5

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Note 2. Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2021

Sale of Highway Products

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Disposal Groups, Including Discontinued Operations [Table Text Block]

The following is a summary of THP's operating results included in income from discontinued operations for the years ended December 31, 2021, 2020, and 2019:

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Revenues	$	296.5	$	249.7	$	252.7
Cost of revenues	216.6		178.7		181.6
Selling, engineering, and administrative expenses	65.3		41.2		51.5
Restructuring activities	—		0.1		0.1
Other income	—		(0.3)		—
Income from discontinued operations before income taxes	14.6		30.0		19.5
Provision for income taxes	2.7		5.6		2.7
Income from discontinued operations, net of income taxes	$	11.9	$	24.4	$	16.8

The following is a summary of THP's assets and liabilities attributable to discontinued operations, which were included in our Consolidated Balance Sheet as of December 31, 2020:

	December 31,
	2020
	(in millions)
Assets:
Receivables, net of allowance	$	34.6
Inventories	36.0
Property, plant, and equipment, net	34.6
Goodwill	61.6
Other assets	11.7
Total assets, discontinued operations	$	178.5
Liabilities:
Accounts payable	$	10.3
Accrued liabilities	4.7
Other liabilities	3.5
Total liabilities, discontinued operations	$	18.5

Spin-Off of Arcosa

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Disposal Groups, Including Discontinued Operations [Table Text Block]

The following is a summary of Arcosa's operating results included in income from discontinued operations for the years ended December 31, 2021, 2020, and 2019:

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Revenues	$	—	$	—	$	—
Cost of revenues	—		—		—
Selling, engineering, and administrative expenses	—		0.2		4.1
Other (income) expense	—		—		—
Loss from discontinued operations before income taxes	—		(0.2)		(4.1)
Provision (benefit) for income taxes	0.8		(0.1)		(1.0)
Loss from discontinued operations, net of income taxes	$	(0.8)	$	(0.1)	$	(3.1)

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Note 3. Derivative Instruments and Fair Value Measurements Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Schedule of Interest Rate Derivatives [Table Text Block]

Interest Rate Hedges

					Included in accompanying balance sheet at December 31, 2021
							AOCL – loss/(income)
	Notional Amount		Interest Rate (1)		Asset/(Liability)		Controlling Interest		Noncontrolling Interest
	(in millions, except %)
Expired hedges:
2018 secured railcar equipment notes	$	249.3	4.41	%	$	—	$	0.6	$	—
TRIP Holdings warehouse loan	$	788.5	3.60	%	$	—	$	0.6	$	0.7
2017 promissory notes – interest rate cap	$	169.3	3.00	%	$	—	$	(0.4)	$	—
Open hedge:
2017 promissory notes – interest rate swap	$	461.3	2.66	%	$	(21.0)	$	20.5	$	—

(1) Weighted average fixed interest rate, except for the interest rate cap on the 2017 promissory notes.

Derivative Instruments, Gain (Loss) [Table Text Block]

Foreign Currency Hedge

Our exposure related to foreign currency transactions is currently hedged for up to a maximum of twelve months. Information related to our foreign currency hedge is as follows:

		Included in  accompanying balance sheet at December 31, 2021				Effect on cost of revenues – increase/(decrease)
Notional Amount		Asset/(Liability)		AOCL – loss/(income)		Year Ended December 31,						Expected effect during next twelve months(1)
						2021		2020		2019
(in millions)
$	37.5	$	(0.1)	$	0.4	$	(7.7)	$	3.2	$	0.1	$	0.4

(1) Based on the fair value of open hedges as of December 31, 2021.

Fair Value, Inputs, Level 1 [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

	Level 1
	December 31, 2021		December 31, 2020
	(in millions)
Assets:
Cash equivalents	$	11.4	$	24.2
Restricted cash	135.1		96.4
Total assets	$	146.5	$	120.6

Fair Value, Inputs, Level 2 [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

	Level 2
	December 31, 2021		December 31, 2020
	(in millions)
Assets:
Foreign currency hedge (1)	$	—	$	4.8
Total assets	$	—	$	4.8
Liabilities:
Interest rate hedge (2)	$	21.0	$	45.2
Foreign currency hedge (2)	0.1		—
Total liabilities	$	21.1	$	45.2

(1) Included in other assets in our Consolidated Balance Sheets.

(2) Included in accrued liabilities in our Consolidated Balance Sheets.

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Note 4. Segment Information Segment Information (Tables)

12 Months Ended

Dec. 31, 2021

Segment Reporting Information [Line Items]

Segment Reporting Disclosure [Text Block]

The financial information for these segments is shown in the tables below (in millions).

	Year Ended December 31, 2021
	Railcar Leasing and Management Services Group		Rail Products Group		Corporate and other		Eliminations – Lease Subsidiary		Eliminations – Other		Consolidated Total
External revenue	$	734.6	$	781.4	$	—	$	—	$	—	$	1,516.0
Intersegment revenue	0.7		483.4		—		(478.5)		(5.6)		—
Total revenues	$	735.3	$	1,264.8	$	—	$	(478.5)	$	(5.6)	$	1,516.0
Depreciation & amortization	$	226.0	$	33.6	$	6.1	$	—	$	—	$	265.7
Capital expenditures	$	547.2	$	21.3	$	2.3	$	—	$	—	$	570.8

	Year Ended December 31, 2020
	Railcar Leasing and Management Services Group		Rail Products Group		Corporate and other		Eliminations – Lease Subsidiary		Eliminations – Other		Consolidated Total
External revenue	$	801.5	$	948.2	$	—	$	—	$	—	$	1,749.7
Intersegment revenue	0.8		661.3		—		(652.9)		(9.2)		—
Total revenues	$	802.3	$	1,609.5	$	—	$	(652.9)	$	(9.2)	$	1,749.7
Depreciation & amortization	$	214.7	$	35.1	$	8.7	$	—	$	—	$	258.5
Capital expenditures	$	602.2	$	78.5	$	17.4	$	—	$	—	$	698.1

	Year Ended December 31, 2019
	Railcar Leasing and Management Services Group		Rail Products Group		Corporate and other		Eliminations – Lease Subsidiary		Eliminations – Other		Consolidated Total
External revenue	$	1,116.3	$	1,635.3	$	0.8	$	—	$	—	$	2,752.4
Intersegment revenue	0.9		1,339.5		0.4		(1,331.1)		(9.7)		—
Total revenues	$	1,117.2	$	2,974.8	$	1.2	$	(1,331.1)	$	(9.7)	$	2,752.4
Depreciation & amortization	$	232.2	$	34.1	$	10.2	$	—	$	—	$	276.5
Capital expenditures	$	1,122.2	$	85.6	$	2.4	$	—	$	—	$	1,210.2

The reconciliation of segment operating profit (loss) to consolidated net income (loss) is as follows:

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Operating profit (loss):
Railcar Leasing and Management Services Group	$	350.9	$	353.7	$	406.6
Rail Products Group	4.7		36.3		277.6
Segment Totals	355.6		390.0		684.2
Corporate and other	(84.1)		(99.7)		(107.7)
Impairment of long-lived assets	—		(396.4)		—
Restructuring activities, net	3.7		(10.9)		(14.6)
Eliminations – Lease Subsidiary	(17.2)		(35.2)		(164.7)
Eliminations – Other	(1.2)		(2.4)		(0.4)
Consolidated operating profit (loss)	$	256.8	$	(154.6)	$	396.8
Other (income) expense	201.6		370.0		215.6
Provision (benefit) for income taxes	15.9		(274.1)		58.8
Income from discontinued operations, net of income taxes	11.1		24.3		13.7
Gain on sale of discontinued operations, net of income taxes	131.4		—		—
Net income (loss)	$	181.8	$	(226.2)	$	136.1

Reconciliation of Assets from Segment to Consolidated [Table Text Block]

Total assets for these segments is shown in the table below.

	December 31, 2021		December 31, 2020
	(in millions)
Railcar Leasing and Management Services Group	$	7,585.4	$	7,652.1
Rail Products Group	1,064.4		858.6
Segment Totals	8,649.8		8,510.7
Corporate and other	365.2		832.9
Assets of discontinued operations	—		178.5
Eliminations – Lease Subsidiary	(779.1)		(820.3)
Total assets	$	8,235.9	$	8,701.8

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Note 6. Railcar Leasing and Management Services Group Railcar Leasing and Management Services Group (Tables)

12 Months Ended

Dec. 31, 2021

Sale Leaseback Transaction [Line Items]

Reconciliation of Other Significant Reconciling Items from Segments to Consolidated [Table Text Block]

Selected consolidated financial information for the Leasing Group is as follows:

	December 31, 2021
	Wholly- Owned Subsidiaries		Partially-Owned Subsidiaries		Total Leasing Group		Eliminations – Lease Subsidiary (1)		Adjusted Total Leasing Group
	(in millions)
Cash and cash equivalents	$	3.4	$	—	$	3.4	$	—	$	3.4
Accounts receivable	90.7		10.1		100.8		—		100.8
Property, plant, and equipment, net	5,706.1		1,570.6		7,276.7		(779.1)		6,497.6
Restricted cash	76.5		58.6		135.1		—		135.1
Other assets	67.3		2.1		69.4		—		69.4
Total assets	$	5,944.0	$	1,641.4	$	7,585.4	$	(779.1)	$	6,806.3
Accounts payable and accrued liabilities	$	113.4	$	30.1	$	143.5	$	—	$	143.5
Debt, net	3,555.8		1,216.1		4,771.9		—		4,771.9
Deferred income taxes	1,114.2		1.1		1,115.3		(176.6)		938.7
Other liabilities	35.6		—		35.6		—		35.6
Total liabilities	4,819.0		1,247.3		6,066.3		(176.6)		5,889.7
Noncontrolling interest	—		267.0		267.0		—		267.0
Total Equity	$	1,125.0	$	127.1	$	1,252.1	$	(602.5)	$	649.6

	December 31, 2020
	Wholly- Owned Subsidiaries		Partially-Owned Subsidiaries		Total Leasing Group		Eliminations – Lease Subsidiary (1)		Adjusted Total Leasing Group
	(in millions)
Cash and cash equivalents	$	3.5	$	—	$	3.5	$	—	$	3.5
Accounts receivable	82.0		8.4		90.4		—		90.4
Property, plant, and equipment, net (2)	5,795.9		1,626.3		7,422.2		(820.3)		6,601.9
Restricted cash	65.2		31.1		96.3		—		96.3
Other assets	38.1		1.6		39.7		—		39.7
Total assets	$	5,984.7	$	1,667.4	$	7,652.1	$	(820.3)	$	6,831.8
Accounts payable and accrued liabilities	$	141.4	$	30.9	$	172.3	$	—	$	172.3
Debt, net	3,340.5		1,228.3		4,568.8		—		4,568.8
Deferred income taxes	1,062.3		1.1		1,063.4		(186.2)		877.2
Other liabilities	25.7		—		25.7		—		25.7
Total liabilities	4,569.9		1,260.3		5,830.2		(186.2)		5,644.0
Noncontrolling interest	—		277.2		277.2		—		277.2
Total Equity	$	1,414.8	$	129.9	$	1,544.7	$	(634.1)	$	910.6

(1) Net deferred profit on railcars sold to the Leasing Group consists of intersegment profit that is eliminated in consolidation. Net deferred profit and the related deferred tax impact are included as adjustments to the property, plant, and equipment, net and deferred income taxes line items, respectively, in the Eliminations – Lease Subsidiary column above to reflect the net book value of the railcars purchased by the Leasing Group from the Rail Products Group based on manufacturing cost. See Note 5 and Note 8 for a further discussion regarding our investment in our partially-owned leasing subsidiaries and the related indebtedness.

(2) See Note 11 for further information regarding impairment of long-lived assets recorded in the year ended December 31, 2020.

Operating Leases of Lessor Disclosure [Table Text Block]

The Leasing Group primarily enters into operating leases. Future contractual minimum rental revenues on operating leases related to our wholly-owned and partially-owned subsidiaries are as follows:

	2022		2023		2024		2025		2026		Thereafter		Total
	(in millions)
Future contractual minimum rental revenues	$	540.2	$	407.6	$	305.3	$	218.5	$	139.2	$	260.1	$	1,870.9

Sale Of Leased Railcars [Table Text Block]

Information related to lease portfolio sales is as follows:

	Year Ended December 31,
	2021			2020			2019
	(in millions)
Lease portfolio sales (1)	$	460.7		$	193.1		$	566.4
Operating profit on lease portfolio sales	$	54.1		$	17.7		$	91.9
Operating profit margin on lease portfolio sales	11.7		%	9.2		%	16.2		%

(1) Includes revenues associated with sales-type leases of $160.5 million for the year ended December 31, 2019.

Other Third Parties [Member]

Sale Leaseback Transaction [Line Items]

Sale Leaseback Transactions [Table Text Block]

Future amounts due as well as future contractual minimum rental revenues related to the Leasing Group's railcar operating lease obligations are as follows: 

	2022		2023		2024		2025		2026		Thereafter		Total
	(in millions)
Future operating lease obligations	$	10.5	$	8.8	$	5.3	$	3.5	$	3.2	$	4.0	$	35.3
Future contractual minimum rental revenues	$	6.3	$	3.9	$	2.2	$	1.4	$	0.8	$	0.1	$	14.7

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Note 7. Property, Plant, and Equipment Property, Plant, and Equipment (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Line Items]

Property, Plant and Equipment [Table Text Block]

The following table summarizes the components of property, plant, and equipment:

	December 31, 2021		December 31, 2020
	(in millions)
Manufacturing/Corporate:
Land	$	17.4	$	19.6
Buildings and improvements	377.4		393.3
Machinery and other	415.1		418.8
Construction in progress	18.1		41.9
	828.0		873.6
Less: accumulated depreciation	(478.7)		(506.7)
	349.3		366.9
Leasing:
Wholly-owned subsidiaries:
Machinery and other	20.7		19.5
Equipment on lease	7,061.3		7,010.6
	7,082.0		7,030.1
Less: accumulated depreciation	(1,375.9)		(1,234.2)
	5,706.1		5,795.9
Partially-owned subsidiaries:
Equipment on lease	2,242.9		2,248.2
Less: accumulated depreciation	(672.3)		(621.9)
	1,570.6		1,626.3
Deferred profit on railcars sold to the Leasing Group	(1,047.3)		(1,064.7)
Less: accumulated amortization	268.2		244.4
	(779.1)		(820.3)
	$	6,846.9	$	6,968.8

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Note 8. Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Debt [Table Text Block]

The carrying amounts and estimated fair values of our long-term debt are as follows:

	December 31, 2021				December 31, 2020
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
	(in millions)
Corporate – Recourse:
Revolving credit facility	$	—	$	—	$	50.0	$	50.0
Senior notes, net of unamortized discount of $0.1 and $0.2	399.9		420.8		399.8		420.3
	399.9		420.8		449.8		470.3
Less: unamortized debt issuance costs	(1.2)				(1.6)
Total recourse debt	398.7				448.2
Leasing – Non-recourse:
Wholly-owned subsidiaries:
2009 secured railcar equipment notes	128.5		144.9		142.3		170.0
2010 secured railcar equipment notes	220.6		234.6		235.9		248.5
2017 promissory notes, net of unamortized discount of $7.8 and $10.1	760.2		760.2		802.7		802.7
2018 secured railcar equipment notes, net of unamortized discount of $0.1 and $0.2	416.5		423.3		434.7		449.3
2019 secured railcar equipment notes, net of unamortized discount of $0.3 and $0.3	822.8		847.3		860.5		890.8
2020 secured railcar equipments notes, net of unamortized discount of $0.1 and $0.1	348.8		349.9		369.0		370.2
2021 secured railcar equipment notes, net of unamortized discount of $— and $—	320.3		319.6		—		—
TILC warehouse facility	561.8		561.8		519.4		519.4
	3,579.5		3,641.6		3,364.5		3,450.9
Less: unamortized debt issuance costs	(23.7)				(24.0)
	3,555.8				3,340.5
Partially-owned subsidiaries:
TRP-2021 secured railcar equipment notes, net of unamortized discount of $0.1 and $—	352.2		347.7		352.5		373.9
Triumph Rail secured railcar equipment notes, net of unamortized discount of $0.2 and $—	551.3		548.1		885.0		959.7
TRIP Railcar Co. term loan	323.7		323.7		—		—
	1,227.2		1,219.5		1,237.5		1,333.6
Less: unamortized debt issuance costs	(11.1)				(9.2)
	1,216.1				1,228.3
Total non–recourse debt	4,771.9				4,568.8
Total debt	$	5,170.6	$	5,281.9	$	5,017.0	$	5,254.8

Schedule of Maturities of Long-term Debt [Table Text Block]

The remaining principal payments under existing debt agreements as of December 31, 2021 based on the anticipated repayment dates are as follows:

	2022		2023		2024		2025		2026		Thereafter		Total
	(in millions)
Recourse:
Corporate	$	—	$	—	$	400.0	$	—	$	—	$	—	$	400.0
Non-recourse – leasing (Note 6):
2009 secured railcar equipment notes	15.1		11.7		14.5		19.8		18.5		48.9		128.5
2010 secured railcar equipment notes	28.5		22.3		18.4		20.6		25.7		105.1		220.6
2017 promissory notes	44.4		44.4		44.4		634.8		—		—		768.0
2018 secured railcar equipment notes	19.0		19.0		19.0		14.8		14.5		330.3		416.6
2019 secured railcar equipment notes	36.8		34.9		36.6		35.2		313.3		366.3		823.1
2020 secured railcar equipment notes	18.5		18.3		14.3		11.3		14.1		272.4		348.9
2021 secured railcar equipment notes	12.6		12.2		13.3		12.6		14.0		255.6		320.3
TILC warehouse facility	19.4		19.4		19.4		3.3		—		—		61.5
Facility termination payments – TILC warehouse facility	—		—		—		500.3		—		—		500.3
TRP-2021 secured railcar equipment notes	5.3		10.9		15.6		15.8		17.3		287.4		352.3
Triumph Rail secured railcar equipment notes	19.2		16.5		33.2		30.0		24.0		428.6		551.5
TRIP Railcar Co. term loan	12.6		311.1		—		—		—		—		323.7
Total principal payments	$	231.4	$	520.7	$	628.7	$	1,298.5	$	441.4	$	2,094.6	$	5,215.3

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Note 9. Income Taxes Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Unrecognized Tax Benefit Rollforward [Table Text Block]

The change in unrecognized tax benefits was as follows:

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Beginning balance	$	2.3	$	2.3	$	8.1
Additions for tax positions of prior years	—		—		—
Reductions for tax positions of prior years	—		—		—
Settlements	—		—		(5.8)
Expiration of statute of limitations	—		—		—
Ending balance	$	2.3	$	2.3	$	2.3

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

The components of the provision (benefit) for income taxes from continuing operations are as follows:

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Current:
Federal:
Effect of CARES Act	$	2.1	$	(373.3)	$	—
Other	(3.0)		(142.1)		(6.8)
	(0.9)		(515.4)		(6.8)
State	(0.6)		(1.5)		6.9
Foreign	4.3		4.3		6.1
Total current	2.8		(512.6)		6.2
Deferred:
Federal:
Effect of CARES Act	0.4		192.9		—
Other	10.4		31.3		40.4
	10.8		224.2		40.4
State	2.4		4.1		13.7
Foreign	(0.1)		10.2		(1.5)
Total deferred	13.1		238.5		52.6
Provision (benefit)	$	15.9	$	(274.1)	$	58.8

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

The following is a reconciliation between the statutory U.S. federal income tax rate and our effective income tax rate on income before income taxes:

	Year Ended December 31,
	2021		2020		2019
Statutory rate	21.0	%	21.0	%	21.0	%
Effect of CARES Act	4.5		34.4		—
State taxes	3.0		1.1		2.3
Foreign branch taxes	3.0		(0.2)		1.3
Executive compensation limitations	1.8		(0.3)		1.3
Foreign rate differential	1.4		(0.1)		0.4
Excise tax	1.3		—		—
Nondeductible compensation	1.2		(0.2)		0.6
Changes in state laws and apportionment	0.3		(1.4)		5.8
Equity compensation	(4.0)		—		(0.9)
Changes in valuation allowances and reserves	(4.3)		0.7		—
Impairment – noncontrolling interest in partially-owned subsidiaries	—		(3.3)		—
Interest expense limitations from partially-owned subsidiaries	—		0.2		1.1
Noncontrolling interest in partially-owned subsidiaries	—		0.1		0.2
Other, net	(0.4)		0.2		(0.6)
Effective rate	28.8	%	52.2	%	32.5	%

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

The components of deferred tax liabilities and assets are as follows:

	December 31,
	2021		2020
	(in millions)
Deferred tax liabilities:
Depreciation, depletion, and amortization	$	1,032.2	$	996.8
Partially-owned subsidiaries basis difference	139.2		139.9
Right-of-use assets	18.7		17.5
Accrued liabilities and other	1.9		—
Total deferred tax liabilities	1,192.0		1,154.2
Deferred tax assets:
Workers compensation, pensions, and other benefits	28.7		27.1
Warranties and reserves	7.3		3.9
Equity items	5.9		9.5
Tax loss carryforwards and credits	38.4		62.8
Inventory	6.0		5.4
Accrued liabilities and other	—		5.3
Lease liabilities	24.4		22.9
Total deferred tax assets	110.7		136.9
Net deferred tax liabilities before valuation allowances	1,081.3		1,017.3
Valuation allowances	24.4		25.2
Net deferred tax liabilities before reserve for uncertain tax positions	1,105.7		1,042.5
Deferred tax assets included in reserve for uncertain tax positions	(1.1)		(1.0)
Adjusted net deferred tax liabilities	$	1,104.6	$	1,041.5

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Note 10. Employee Retirement Plans Employee Retirement Plans (Tables)

12 Months Ended

Dec. 31, 2021

Retirement Benefits [Abstract]

Schedule of Amounts Recognized in Other Comprehensive Income (Loss) [Table Text Block]

Amounts recognized in other comprehensive income (loss)

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Settlement of pension plan	$	—	$	151.5	$	—
Actuarial gain (loss)	0.4		10.4		(37.7)
Amortization of actuarial loss	0.3		6.0		4.6
Amortization of prior service cost	—		1.2		—
New prior service cost base	—		—		(1.5)
Total before income taxes	0.7		169.1		(34.6)
Income tax (benefit) expense	0.2		39.2		(7.9)
Net amount recognized in other comprehensive income (loss)	$	0.5	$	129.9	$	(26.7)

Defined Benefit Plan, Assumptions [Table Text Block]

Actuarial assumptions

	Year Ended December 31,
	2021	2020		2019
Assumptions used to determine benefit obligations at the annual measurement date were:
Obligation discount rate (1)	N/A	N/A		2.73	%
Assumptions used to determine net periodic benefit costs were:
Obligation discount rate (1)	N/A	2.71	%	4.45	%
Long-term rate of return on plan assets	N/A	3.90	%	4.90	%

Schedule of Costs of Retirement Plans [Table Text Block]

Components of Net Periodic Benefit Cost and Other Retirement Expenses

	Year Ended December 31,
	2021		2020		2019
	(in millions)
Expense Components
Service cost	$	—	$	—	$	0.1
Interest	0.4		14.8		19.7
Expected return on plan assets	—		(20.9)		(23.0)
Amortization of actuarial loss	0.3		6.0		4.6
Amortization of prior service cost	—		1.2		—
Settlement loss	—		151.5		—
Net periodic benefit cost	0.7		152.6		1.4
Defined contribution expense	8.6		7.5		9.6
Net expense	$	9.3	$	160.1	$	11.0

Changes in Projected Benefit Obligations, Fair Value of Plan Assets, and Funded Status of Plan [Table Text Block]

Obligations and funded status

Information regarding the terminated Pension Plan and the SERP based upon a December 31 measurement date is as follows:

	Year Ended December 31,
	2021		2020
	(in millions)
Accumulated Benefit Obligations	$	14.5	$	15.5
Projected Benefit Obligations:
Beginning of year	$	15.5	$	557.9
Interest	0.4		14.8
Benefits paid	(1.0)		(23.0)
Actuarial (gain) loss	(0.4)		18.0
Settlements	—		(552.2)
End of year	$	14.5	$	15.5
Plans' Assets:
Beginning of year	$	23.6	$	548.5
Actual return on assets	—		49.3
Employer contributions	1.0		1.0
Benefits paid	(1.0)		(23.0)
Settlements	—		(552.2)
401(k) funding	(10.9)		—
Final annuity contract true-up, net of administrative expenses	3.9		—
Reversion of excess plan assets	(16.0)		—
End of year	$	0.6	$	23.6
Consolidated Balance Sheet Components:
Pension Plan:
Other assets	$	0.6	$	23.6
Accrued liabilities	—		—
Net funded status	$	0.6	$	23.6
SERP:
Other assets	$	—	$	—
Accrued liabilities	(14.5)		(15.5)
Net funded status	$	(14.5)	$	(15.5)

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Note 11. Asset Impairment Charges and Restructuring Activities (Tables)

12 Months Ended

Dec. 31, 2021

Restructuring Charges [Abstract]

Schedule of Restructuring Reserve by Type of Cost [Table Text Block]

The following table sets forth the restructuring activity and balance of the restructuring liability, which is included in other liabilities in our Consolidated Balance Sheet:

	Accrued charges as of December 31, 2020		Charges and adjustments		Payments		Accrued charges as of December 31, 2021
	(in millions)
Cash charges:
Employee severance costs	$	1.4	$	0.3	$	(1.6)	$	0.1
	$	1.4	$	0.3	$	(1.6)	$	0.1
Non-cash charges:
Gain on disposition of assets			$	(4.0)
Total restructuring activities			$	(3.7)

Restructuring and Related Costs [Table Text Block]

Although restructuring activities are not allocated to our reportable segments, the following tables summarize the restructuring activities by reportable segment:

	Year Ended December 31, 2021
	Employee Severance Costs		Gain on Disposition of Assets		Total
	(in millions)
Railcar Leasing and Management Services Group	$	—	$	—	$	—
Rail Products Group	0.3		—		0.3
Corporate and other	—		(4.0)		(4.0)
Total restructuring activities	$	0.3	$	(4.0)	$	(3.7)

	Year Ended December 31, 2020
	Employee Severance Costs		Contract Termination Costs		(Gain)/Loss on Disposition of Assets		Write-down of Assets		Total
	(in millions)
Railcar Leasing and Management Services Group	$	1.4	$	—	$	—	$	—	$	1.4
Rail Products Group	4.0		0.2		(2.9)		—		1.3
Corporate and other	2.3		0.4		0.2		5.3		8.2
Total restructuring activities	$	7.7	$	0.6	$	(2.7)	$	5.3	$	10.9

	Year Ended December 31, 2019
	Employee Severance Costs		Write-down of Assets		Total
	(in millions)
Railcar Leasing and Management Services Group	$	0.2	$	—	$	0.2
Rail Products Group	0.7		—		0.7
Corporate and other	2.9		10.8		13.7
Total restructuring activities	$	3.8	$	10.8	$	14.6

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Note 12. Accumulated Other Comprehensive Income Accumulated Other Comprehensive Income (Tables)

12 Months Ended

Dec. 31, 2021

Accumulated Other Comprehensive Income (Loss) [Line Items]

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

Changes in AOCL for the years ended December 31, 2021 and 2020 are as follows:

	Currency translation adjustments		Unrealized gain/(loss) on derivative financial instruments		Net actuarial gains/(losses) and prior service cost of defined benefit plans		Accumulated Other Comprehensive Loss
	(in millions)
Balances at December 31, 2019	$	(1.3)	$	(17.9)	$	(133.9)	$	(153.1)
Other comprehensive income (loss), net of tax, before reclassifications	—		(19.4)		7.7		(11.7)
Amounts reclassified from AOCL, net of tax benefit of $—, $3.5, $1.6, and $5.1	—		12.9		5.6		18.5
Amounts reclassified from AOCL related to settlement of pension plan, net of tax benefit of $—, $—, $34.9, and $34.9	—		—		116.6		116.6
Less: noncontrolling interest	—		(1.2)		—		(1.2)
Other comprehensive income (loss)	—		(7.7)		129.9		122.2
Balances at December 31, 2020	(1.3)		(25.6)		(4.0)		(30.9)
Other comprehensive income, net of tax, before reclassifications	—		9.2		0.3		9.5
Amounts reclassified from AOCL, net of tax benefit of $—, $1.2, $0.1, and $1.3	—		5.4		0.2		5.6
Less: noncontrolling interest	—		(1.2)		—		(1.2)
Other comprehensive income (loss)	—		13.4		0.5		13.9
Balances at December 31, 2021	$	(1.3)	$	(12.2)	$	(3.5)	$	(17.0)

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Note 13. Common Stock and Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Schedule of Stock Options Roll Forward

	Number of Shares	Weighted Average Grant-Date Fair Value per Award		Weighted Average Remaining Contractual Terms (Years)	Aggregate Intrinsic Value (in millions)
Options outstanding at December 31, 2020	300,000	$	5.26
Granted	—	$	—
Exercised	—	$	—
Cancelled	—	$	—
Options outstanding at December 31, 2021	300,000	$	5.26	8.1	$	2.6

Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block]

	Number of Restricted Share Awards	Weighted Average Grant-Date Fair Value per Award
Restricted share awards outstanding at December 31, 2020	3,798,431	$	20.06
Granted	663,216	$	28.41
Vested	(1,307,435)	$	19.27
Forfeited	(464,647)	$	22.45
Restricted share awards outstanding at December 31, 2021 (1)	2,689,565	$	22.09

(1) The balance of restricted share awards outstanding at December 31, 2021 includes approximately 0.5 million restricted shares for Arcosa employees that were converted under the shareholder method at the time of the Arcosa spin-off. These restricted shares will be released to Arcosa employees upon vesting, but as of the spin-off date, Trinity no longer records the compensation expense associated with these shares

Share-based Payment Arrangement, Performance Shares, Activity [Table Text Block]

	Number of Performance Units	Weighted Average Grant-Date Fair Value per Award
Performance units outstanding at December 31, 2020	1,235,172	$	24.17
Granted	240,931	$	30.85
Vested	(221,513)	$	32.37
Forfeited	(99,309)	$	32.37
Performance units outstanding at December 31, 2021	1,155,281	$	23.28

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Note 14. Earnings Per Common Share Earnings Per Common Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

:

	Year Ended December 31,
	2021		2020		2019
	(in millions, except per share amounts)
Income (loss) from continuing operations	$	39.3	$	(250.5)	$	122.4
Less: Net loss attributable to noncontrolling interest	0.2		78.9		1.5
Unvested restricted share participation – continuing operations	—		—		(1.7)
Net income (loss) from continuing operations attributable to Trinity Industries, Inc.	39.5		(171.6)		122.2
Income from discontinued operations, net of income taxes	11.1		24.3		13.7
Gain on sale of discontinued operations, net of income taxes	131.4		—		—
Unvested restricted share participation – discontinued operations	—		—		(0.1)
Net income from discontinued operations attributable to Trinity Industries, Inc.	142.5		24.3		13.6
Net income (loss) attributable to Trinity Industries, Inc., including the effect of unvested restricted share participation	$	182.0	$	(147.3)	$	135.8
Basic weighted average shares outstanding	101.5		115.9		125.6
Effect of dilutive securities	2.3		—		1.7
Diluted weighted average shares outstanding	103.8		115.9		127.3
Basic earnings per common share:
Income (loss) from continuing operations	$	0.39	$	(1.48)	$	0.98
Income from discontinued operations	1.40		0.21		0.11
Basic net income (loss) attributable to Trinity Industries, Inc.	$	1.79	$	(1.27)	$	1.09
Diluted earnings per common share:
Income (loss) from continuing operations	$	0.38	$	(1.48)	$	0.96
Income from discontinued operations	1.37		0.21		0.11
Diluted net income (loss) attributable to Trinity Industries, Inc.	$	1.75	$	(1.27)	$	1.07
Potentially dilutive securities excluded from EPS calculation:
Antidilutive restricted shares	$	0.1	$	—	$	0.2
Antidilutive stock options	$	—	$	—	$	—

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Note 16. Selected Quarterly Financial Data (Tables)

12 Months Ended

Dec. 31, 2021

Income Statement [Abstract]

Quarterly Financial Information [Table Text Block]

	Three Months Ended
	March 31, 2021		June 30, 2021		September 30, 2021		December 31, 2021
	(in millions, except per share data)
Revenues:
Manufacturing	$	147.4	$	108.3	$	234.5	$	291.2
Leasing	183.3		185.0		185.3		181.0
	330.7		293.3		419.8		472.2
Operating costs:
Costs of revenues:
Manufacturing	149.6		99.6		238.8		281.9
Leasing	96.7		102.5		98.6		93.8
	246.3		202.1		337.4		375.7
Selling, engineering, and administrative expenses	44.7		46.2		45.8		42.9
Gains on dispositions of property	11.5		12.1		41.6		13.0
Restructuring activities, net	(0.3)		(0.7)		(0.1)		(2.6)
Operating profit	51.5		57.8		78.3		69.2
Other expense	52.5		63.5		44.5		41.1
Income (loss) from continuing operations before income taxes	(1.0)		(5.7)		33.8		28.1
Provision (benefit) for income taxes	4.0		(2.9)		8.3		6.5
Income (loss) from continuing operations	(5.0)		(2.8)		25.5		21.6
Income (loss) from discontinued operations, net of income taxes	6.3		7.6		10.4		(13.2)
Gain on sale of discontinued operations, net of income taxes	—		—		—		131.4
Net income	1.3		4.8		35.9		139.8
Net income (loss) attributable to noncontrolling interest	(2.0)		(7.9)		3.9		5.8
Net income attributable to Trinity Industries, Inc.	$	3.3	$	12.7	$	32.0	$	134.0
Basic earnings per common share (1):
Income (loss) from continuing operations	$	(0.03)	$	0.05	$	0.22	$	0.16
Income from discontinued operations	0.06		0.07		0.11		1.23
Basic net income attributable to Trinity Industries, Inc.	$	0.03	$	0.12	$	0.33	$	1.39
Diluted earnings per common share (1):
Income (loss) from continuing operations	$	(0.03)	$	0.05	$	0.22	$	0.16
Income from discontinued operations	0.06		0.07		0.11		1.21
Diluted net income attributable to Trinity Industries, Inc.	$	0.03	$	0.12	$	0.33	$	1.37

(1) The sum of the quarters may not necessarily be equal to the full year net income per common share amount.

	Three Months Ended
	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020
	(in millions, except per share data)
Revenues:
Manufacturing	$	317.2	$	247.3	$	213.1	$	170.6
Leasing	236.1		192.6		183.7		189.1
	553.3		439.9		396.8		359.7
Operating costs:
Costs of revenues:
Manufacturing	301.0		241.6		202.5		164.9
Leasing	138.6		102.9		86.4		89.5
	439.6		344.5		288.9		254.4
Selling, engineering, and administrative expenses	50.6		48.6		42.9		47.5
Gains on dispositions of property	9.6		6.6		3.7		0.1
Impairment of long-lived assets (1)	—		369.4		—		27.0
Restructuring activities, net	5.4		0.3		4.7		0.5
Operating profit (loss)	67.3		(316.3)		64.0		30.4
Other expense (2)	58.1		52.3		53.7		205.9
Income (loss) from continuing operations before income taxes	9.2		(368.6)		10.3		(175.5)
Provision (benefit) for income taxes	(149.1)		(74.0)		(8.7)		(42.3)
Income (loss) from continuing operations	158.3		(294.6)		19.0		(133.2)
Income from discontinued operations, net of income taxes	4.0		6.8		6.9		6.6
Net income (loss)	162.3		(287.8)		25.9		(126.6)
Net income (loss) attributable to noncontrolling interest	0.6		(80.9)		0.8		0.6
Net income (loss) attributable to Trinity Industries, Inc.	$	161.7	$	(206.9)	$	25.1	$	(127.2)
Basic earnings per common share (3):
Income (loss) from continuing operations	$	1.32	$	(1.82)	$	0.15	$	(1.19)
Income from discontinued operations	0.04		0.06		0.06		0.06
Basic net income (loss) attributable to Trinity Industries, Inc.	$	1.36	$	(1.76)	$	0.21	$	(1.13)
Diluted earnings per common share (3):
Income (loss) from continuing operations	$	1.30	$	(1.82)	$	0.15	$	(1.19)
Income from discontinued operations	0.03		0.06		0.06		0.06
Diluted net income (loss) attributable to Trinity Industries, Inc.	$	1.33	$	(1.76)	$	0.21	$	(1.13)

(1) Impairment of long-lived assets during the three months ended June 30, 2020 relates to our small cube covered hopper railcars. See Note 11 for further information.

(2) Other expense during the three months ended December 31, 2020 includes $151.5 million related to the settlement of our Pension Plan. See Note 10 for further information.

(3) The sum of the quarters may not necessarily be equal to the full year net income per common share amount.

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Note 1. Summary of Significant Accounting Policies Discontinued Operations (Details) $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($)
Accounting Policies [Abstract]
Proceeds from Divestiture of Businesses	$ 375.0

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Note 1. Summary of Significant Accounting Policies Revenue Recognition (Details) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Sales-type Lease, Revenue		$ 0.0	$ 0.0	$ 160.5
Billed Contracts Receivable		4.5	$ 4.4
Railcar Leasing and Management Services Group [Member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount		$ 71.3
Revenue, remaining performance obligation expected to be delivered in current year		21.70%
Rail Products Group [Member] | Railcar products [Domain]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount		$ 1,516.8
Revenue, remaining performance obligation expected to be delivered in current year		69.10%
Rail Products Group [Member] | Railcar products [Domain] | External Customers [Member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount		$ 1,018.1
Rail Products Group [Member] | Railcar products [Domain] | Leasing [Member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount		498.7
Rail Products Group [Member] | Sustainable Railcar Conversions
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	[1]	$ 111.5
Revenue, remaining performance obligation expected to be delivered in current year	[1]	95.70%
Rail Products Group [Member] | Components and maintenance services [Domain]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount		$ 3.0
Revenue, remaining performance obligation expected to be delivered in current year		100.00%

[1] (1) During 2021, the Rail Products Group introduced a sustainable railcar conversion program whereby certain tank cars and freight cars are converted or upgraded to better meet changing market demands.

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Note 1. Summary of Significant Accounting Policies Lessee Accounting (Details) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2021	Dec. 31, 2020		Dec. 31, 2019
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Renewal Term		5 years
Lessee, Operating Lease, Option to Terminate		one year
Finance Lease, Principal Payments		$ 0.0
Operating lease expense		15.2	$ 15.1		$ 17.4
Short-term lease expense		0.2	2.1		4.1
Operating Lease, Payments		15.2	15.1		17.4
Right-of-use assets recognized in exchange for new lease liabilities (1)		$ 23.0	$ 54.5	[1]	$ 8.5
Weighted average remaining lease term		10 years 9 months 18 days	11 years 3 months 18 days
Weighted average discount rate		3.00%	3.30%
2022		$ 18.1
2023		16.3
2024		11.8
2025		9.4
2026		8.7
Thereafter		60.8
Lessee, Operating Lease, Liability, to be Paid		125.1
Less: Present value adjustment		$ (18.8)
Minimum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Term of Contract		1 year
Maximum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Term of Contract		15 years
Railcar Leasing and Management Services Group [Member]
Lessee, Lease, Description [Line Items]
2022		$ 10.9
2023		9.1
2024		5.6
2025		3.8
2026		3.5
Thereafter		4.1
Lessee, Operating Lease, Liability, to be Paid		37.0
Consolidated Subsidiaries, Excluding Leasing [Member]
Lessee, Lease, Description [Line Items]
2022		7.2
2023		7.2
2024		6.2
2025		5.6
2026		5.2
Thereafter		56.7
Lessee, Operating Lease, Liability, to be Paid		88.1
Other Assets [Member]
Lessee, Lease, Description [Line Items]
Right-of-use assets (2)	[2]	82.8	$ 73.5
Other Liabilities
Lessee, Lease, Description [Line Items]
Lease liabilities (3)	[3]	$ 106.3	$ 93.5

[1] Includes the commencement of the new headquarters facility for the year ended December 31, 2020

[2] Included in other assets in our Consolidated Balance Sheets.

[3] Included in other liabilities in our Consolidated Balance Sheets.

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Note 1. Summary of Significant Accounting Policies Lessor Accounting (Details) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Lessor, Lease, Description [Line Items]
Lessor, Operating Lease, Renewal Term		5 years
Sales-type Lease, Revenue		$ 0.0	$ 0.0	$ 160.5
Direct Financing Lease, Revenue		0.0	0.0
Operating lease revenues		652.5	671.4	676.3
Variable operating lease revenues		54.2	51.0	50.5
Interest income on sales-type lease receivables		0.0	0.0	2.4
Profit recognized at sales-type lease commencement		0.0	$ 0.0	$ 19.0
Railcar Leasing and Management Services Group [Member]
Lessor, Lease, Description [Line Items]
2022	[1]	546.5
2023	[1]	411.5
2024	[1]	307.5
2025	[1]	219.9
2026	[1]	140.0
Thereafter	[1]	260.2
Total	[1]	$ 1,885.6
Railcar Leasing and Management Services Group [Member] | Minimum [Member]
Lessor, Lease, Description [Line Items]
Lessor, Operating Lease, Term of Contract		1 year
Railcar Leasing and Management Services Group [Member] | Maximum [Member]
Lessor, Lease, Description [Line Items]
Lessor, Operating Lease, Term of Contract		10 years

[1] Total contractual minimum rental revenues on operating leases relates to our wholly-owned and partially-owned subsidiaries and sub-lease rental revenues associated with the Leasing Group's operating lease obligations.

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Note 1. Summary of Significant Accounting Policies Financial Instruments (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Concentration Risk [Line Items]
Loans and Leases Receivable, Allowance	$ 10.5	$ 9.0

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Note 1. Summary of Significant Accounting Policies Property, Plant, and Equipment Useful Lives (Details)	12 Months Ended
	Dec. 31, 2021
Building and Building Improvements [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Building and Building Improvements [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	30 years
Machinery and Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	2 years
Machinery and Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	10 years
Technology Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	2 years
Technology Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Railcars on Lease [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	35 years
Railcars on Lease [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	40 years

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Note 1. Summary of Significant Accounting Policies Change in Depreciable Lives (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended																12 Months Ended
	Dec. 31, 2021	[1]	Sep. 30, 2021	[1]	Jun. 30, 2021	[1]	Mar. 31, 2021	[1]	Dec. 31, 2020	[1]	Sep. 30, 2020	[1]	Jun. 30, 2020	[1]	Mar. 31, 2020	[1]	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Change in Accounting Estimate [Line Items]
Depreciation and amortization																	$ 265.7	$ 258.5	$ 276.5
Basic net income (loss) attributable to Trinity Industries, Inc.	$ 1.39		$ 0.33		$ 0.12		$ 0.03		$ (1.13)		$ 0.21		$ (1.76)		$ 1.36		$ 1.79	$ (1.27)	$ 1.09
Diluted net income (loss) attributable to Trinity Industries, Inc.	$ 1.37		$ 0.33		$ 0.12		$ 0.03		$ (1.13)		$ 0.21		$ (1.76)		$ 1.33		$ 1.75	$ (1.27)	$ 1.07
Service Life [Member]
Change in Accounting Estimate [Line Items]
Depreciation and amortization																	$ 30.8	$ 30.8
Depreciation, Amortization and Accretion, Net																	$ 23.7	$ 23.7
Basic net income (loss) attributable to Trinity Industries, Inc.																	$ 0.23	$ 0.20
Diluted net income (loss) attributable to Trinity Industries, Inc.																	$ 0.23	$ 0.20

[1] The sum of the quarters may not necessarily be equal to the full year net income per common share amount.

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Note 1. Summary of Significant Accounting Policies Long-Lived Assets (Details) - USD ($)	3 Months Ended					12 Months Ended
	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	[1]	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Restructuring Cost and Reserve [Line Items]
Impairment of long-lived assets	$ 27,000,000.0	$ 0	$ 369,400,000		$ 0	$ 0	$ 396,400,000	$ 0
Other Assets [Member]
Restructuring Cost and Reserve [Line Items]
Assets Held-for-sale, Not Part of Disposal Group	$ 32,900,000					$ 6,200,000	32,900,000
Railroad Transportation Equipment [Member]
Restructuring Cost and Reserve [Line Items]
Impairment of long-lived assets							369,400,000
Building [Member]
Restructuring Cost and Reserve [Line Items]
Impairment of long-lived assets							15,200,000
Investments [Domain]
Restructuring Cost and Reserve [Line Items]
Impairment of long-lived assets							$ 11,800,000

[1] Impairment of long-lived assets during the three months ended June 30, 2020 relates to our small cube covered hopper railcars. See Note 11 for further information.

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Note 1. Summary of Significant Accounting Policies Goodwill and Intangibles (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Goodwill, Period Increase (Decrease)	$ 7,000,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	11,300,000
Payments to Acquire Businesses, Gross		$ 0
Goodwill, Impairment Loss	0	0
Goodwill	154,200,000	147,200,000
Intangible Assets, Net (Excluding Goodwill)	28,100,000	8,900,000
Impairment of Intangible Assets (Excluding Goodwill)	$ 0	0
Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	1 year
Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	15 years
Railcar Leasing and Management Services Group [Member]
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 1,800,000	1,800,000
Rail Products Group [Member]
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 152,400,000	$ 145,400,000

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Note 1. Summary of Significant Accounting Policies Investments (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Variable Interest Entity [Line Items]
Equity Method Investments	$ 4.4	$ 4.0
Signal Rail Holdings LLC
Variable Interest Entity [Line Items]
Equity Method Investments	6.3
Partially-Owned Subsidiaries [Member] | Railcar Leasing and Management Services Group [Member]
Variable Interest Entity [Line Items]
Carrying Value of Investment In Partially-Owned Consolidated Subsidiary	$ 141.4

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Note 1. Summary of Significant Accounting Policies Warranties (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Product Warranty Liability [Line Items]
Warranty costs incurred	$ (7.4)	$ (2.0)	$ (3.4)
Warranty originations and revisions	0.1	6.0	4.1
Warranty expirations	(0.9)	(0.2)	0.0
Standard Product Warranty Accrual	$ 3.1	$ 11.3	$ 7.5	$ 6.8
Minimum [Member]
Product Warranty Liability [Line Items]
Product Warranty Period	1 year
Maximum [Member]
Product Warranty Liability [Line Items]
Product Warranty Period	5 years

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Note 2. Discontinued Operations (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax									$ 183.3
Gain on sale of discontinued operations, net of provision for income taxes of $51.9, $—, and $—	$ 131.4	$ 0.0	$ 0.0	$ 0.0					131.4	$ 0.0	$ 0.0
Disposal Group, Including Discontinued Operations, Transaction Costs									14.7
Discontinued Operation, Tax Effect of Discontinued Operation									3.5	5.5	1.7
Income from discontinued operations, net of provision for income taxes of $3.5, $5.5, and $1.7	(13.2)	$ 10.4	$ 7.6	$ 6.3	$ 6.6	$ 6.9	$ 6.8	$ 4.0	11.1	24.3	13.7
Assets of discontinued operations	0.0				178.5				0.0	178.5
Liabilities of discontinued operations	0.0				18.5				0.0	18.5
Proceeds from Sale of Discontinued Operations, Net of Cash Divested
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net cash used in investing activities – discontinued operations									364.7	0.0	0.0
Missouri Class Action | Highway Products Litigation [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss Contingency, Estimate of Possible Loss	$ 23.9								23.9
Sale of Highway Products
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group, Including Discontinued Operation, Revenue									296.5	249.7	252.7
Disposal Group, Including Discontinued Operation, Costs of Goods Sold									216.6	178.7	181.6
Disposal Group, Including Discontinued Operation, General and Administrative Expense									65.3	41.2	51.5
Disposal Group, Including Discontinued Operations, Restructuring Activities									0.0	0.1	0.1
Disposal Group, Including Discontinued Operation, Other Income									0.0	(0.3)	0.0
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax									14.6	30.0	19.5
Discontinued Operation, Tax Effect of Discontinued Operation									2.7	5.6	2.7
Income from discontinued operations, net of provision for income taxes of $3.5, $5.5, and $1.7									11.9	24.4	16.8
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net					34.6					34.6
Disposal Group, Including Discontinued Operation, Inventory					36.0					36.0
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment					34.6					34.6
Disposal Group, Including Discontinued Operation, Goodwill					61.6					61.6
Disposal Group, Including Discontinued Operation, Other Assets					11.7					11.7
Assets of discontinued operations					178.5					178.5
Disposal Group, Including Discontinued Operation, Accounts Payable					10.3					10.3
Disposal Group, Including Discontinued Operation, Accrued Liabilities					4.7					4.7
Disposal Group, Including Discontinued Operation, Other Liabilities					3.5					3.5
Liabilities of discontinued operations					$ 18.5					18.5
Spin-Off of Arcosa
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group, Including Discontinued Operation, Revenue									0.0	0.0	0.0
Disposal Group, Including Discontinued Operation, Costs of Goods Sold									0.0	0.0	0.0
Disposal Group, Including Discontinued Operation, General and Administrative Expense									0.0	0.2	4.1
Disposal Group, Including Discontinued Operation, Other Income									0.0	0.0	0.0
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax									0.0	(0.2)	(4.1)
Discontinued Operation, Tax Effect of Discontinued Operation									0.8	(0.1)	(1.0)
Income from discontinued operations, net of provision for income taxes of $3.5, $5.5, and $1.7									$ (0.8)	$ (0.1)	$ (3.1)

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Note 3. Derivative Instruments and Fair Value Measurements Derivatives - Interest Rate Hedges (Details) - USD ($) $ in Millions		Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Derivative [Line Items]
Total stockholders' equity		$ 1,296.8	$ 2,016.0	$ 2,378.9	$ 2,562.0
Designated as Hedging Instrument [Member] | Interest Rate Swap, Expired, 2018 Secured Railcar Equipment Notes [Domain]
Derivative [Line Items]
Derivative, Notional Amount		$ 249.3
Derivative, Average Fixed Interest Rate	[1]	4.41%
Derivative Liability		$ 0.0
Designated as Hedging Instrument [Member] | Interest Rate Swap, Expired, TRIP Holdings Warehouse Loan [Member]
Derivative [Line Items]
Derivative, Notional Amount		$ 788.5
Derivative, Average Fixed Interest Rate	[1]	3.60%
Derivative Liability		$ 0.0
Designated as Hedging Instrument [Member] | Interest Rate Cap [Member]
Derivative [Line Items]
Derivative, Notional Amount		$ 169.3
Derivative, Cap Interest Rate		3.00%
Derivative Liability		$ 0.0
Designated as Hedging Instrument [Member] | Interest Rate Swap [Member]
Derivative [Line Items]
Derivative, Notional Amount		$ 461.3
Derivative, Average Fixed Interest Rate	[1]	2.66%
Derivative Liability		$ 21.0
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member] | Designated as Hedging Instrument [Member] | Interest Rate Swap, Expired, 2018 Secured Railcar Equipment Notes [Domain]
Derivative [Line Items]
Total stockholders' equity		0.6
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member] | Designated as Hedging Instrument [Member] | Interest Rate Swap, Expired, TRIP Holdings Warehouse Loan [Member]
Derivative [Line Items]
Total stockholders' equity		0.6
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member] | Designated as Hedging Instrument [Member] | Interest Rate Cap [Member]
Derivative [Line Items]
Total stockholders' equity		(0.4)
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member] | Designated as Hedging Instrument [Member] | Interest Rate Swap [Member]
Derivative [Line Items]
Total stockholders' equity		20.5
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Noncontrolling Interest [Member] | Designated as Hedging Instrument [Member] | Interest Rate Swap, Expired, 2018 Secured Railcar Equipment Notes [Domain]
Derivative [Line Items]
Total stockholders' equity		0.0
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Noncontrolling Interest [Member] | Designated as Hedging Instrument [Member] | Interest Rate Swap, Expired, TRIP Holdings Warehouse Loan [Member]
Derivative [Line Items]
Total stockholders' equity		0.7
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Noncontrolling Interest [Member] | Designated as Hedging Instrument [Member] | Interest Rate Cap [Member]
Derivative [Line Items]
Total stockholders' equity		0.0
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Noncontrolling Interest [Member] | Designated as Hedging Instrument [Member] | Interest Rate Swap [Member]
Derivative [Line Items]
Total stockholders' equity		$ 0.0

[1] Weighted average fixed interest rate, except for the interest rate cap on the 2017 promissory notes.

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Note 3. Derivative Instruments and Fair Value Measurements Derivatives - Effect on Interest Expense (Details) - Interest Expense [Member] - Designated as Hedging Instrument [Member] - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Interest Rate Swap, Expired, 2006 Secured Railcar Equipment Notes [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net		$ 0.0	$ (0.1)	$ (0.2)
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net	[1]	0.0
Interest Rate Swap, Expired, 2018 Secured Railcar Equipment Notes [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net		0.2	0.2	0.2
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net	[1]	(0.2)
Interest Rate Swap, Expired, TRIP Holdings Warehouse Loan [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net		1.8	2.0	2.0
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net	[1]	(1.2)
Interest Rate Swap, Expired, TRIP Master Funding Secured Railcar Equipment Notes [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net		0.1	0.2	0.2
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net	[1]	0.0
Interest Rate Cap [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net		(0.1)	(0.1)	(0.1)
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net	[1]	0.1
Interest Rate Swap [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net		12.3	$ 11.0	$ 3.1
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net	[1]	$ (12.3)

[1] Based on the fair value of open hedges as of December 31, 2021

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Note 3. Derivative Instruments and Fair Value Measurements Derivatives - FX Hedge (Details) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Derivative [Line Items]
Total stockholders' equity		$ 1,296.8	$ 2,016.0	$ 2,378.9	$ 2,562.0
Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member]
Derivative [Line Items]
Derivative, Notional Amount		37.5
Derivative Asset		0.1
Designated as Hedging Instrument [Member] | Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member] | Foreign Exchange Contract [Member]
Derivative [Line Items]
Total stockholders' equity		0.4
Designated as Hedging Instrument [Member] | Cost of Sales | Foreign Exchange Contract [Member]
Derivative [Line Items]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net		(7.7)	$ 3.2	$ 0.1
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net	[1]	$ 0.4

[1] Based on the fair value of open hedges as of December 31, 2021

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Note 3. Derivative Instruments and Fair Value Measurements Fair Value Measurements (Details) - Fair Value, Recurring [Member] - USD ($) $ in Millions		Dec. 31, 2021	Dec. 31, 2020
Fair Value, Inputs, Level 1 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure		$ 11.4	$ 24.2
Restricted Cash Fair Value Disclosure		135.1	96.4
Assets, Fair Value Disclosure		146.5	120.6
Fair Value, Inputs, Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure		0.0	4.8
Fair Value, Inputs, Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure		0.0	0.0
Accrued Liabilities [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial and Nonfinancial Liabilities, Fair Value Disclosure		21.1	45.2
Interest Rate Swap [Member] | Accrued Liabilities [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Liability	[1]	21.0	45.2
Foreign Exchange Contract [Member] | Other Assets [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Foreign Currency Contract, Asset, Fair Value Disclosure	[2]	0.0	4.8
Foreign Exchange Contract [Member] | Accrued Liabilities [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Liability	[1]	$ 0.1	$ 0.0

[1] Included in accrued liabilities in our Consolidated Balance Sheets.

[2] Included in other assets in our Consolidated Balance Sheets.

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Note 4. Segment Information Segment Information (Details)		3 Months Ended										12 Months Ended
		Dec. 31, 2021 USD ($)	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)		Sep. 30, 2020 USD ($)	Jun. 30, 2020 USD ($)		Mar. 31, 2020 USD ($)	Dec. 31, 2021 USD ($) segment		Dec. 31, 2020 USD ($)		Dec. 31, 2019 USD ($)
Segment Reporting Information [Line Items]
Number of Reportable Segments | segment												2
External Revenue												$ 1,516,000,000		$ 1,749,700,000		$ 2,752,400,000
Revenues:		$ 472,200,000	$ 419,800,000	$ 293,300,000	$ 330,700,000	$ 359,700,000		$ 396,800,000	$ 439,900,000		$ 553,300,000	1,516,000,000		1,749,700,000		2,752,400,000
Depreciation and amortization												265,700,000		258,500,000		276,500,000
Payments to Acquire Productive Assets												570,800,000		698,100,000		1,210,200,000
Total operating profit (loss)		69,200,000	78,300,000	57,800,000	51,500,000	30,400,000		64,000,000.0	(316,300,000)		67,300,000	256,800,000		(154,600,000)		396,800,000
Asset Impairment Charges						(27,000,000.0)		0	(369,400,000)	[1]	0	0		(396,400,000)		0
Restructuring Charges		2,600,000	100,000	700,000	300,000	(500,000)		(4,700,000)	(300,000)		(5,400,000)	3,700,000		(10,900,000)		(14,600,000)
Nonoperating Income (Expense)		41,100,000	44,500,000	63,500,000	52,500,000	205,900,000	[2]	53,700,000	52,300,000		58,100,000	201,600,000		370,000,000.0		215,600,000
Provision (benefit) for income taxes:		6,500,000	8,300,000	(2,900,000)	4,000,000.0	(42,300,000)		(8,700,000)	(74,000,000.0)		(149,100,000)	15,900,000		(274,100,000)		58,800,000
Gain on sale of discontinued operations, net of provision for income taxes of $51.9, $—, and $—		131,400,000	0	0	0							131,400,000		0		0
Income from discontinued operations, net of provision for income taxes of $3.5, $5.5, and $1.7		(13,200,000)	10,400,000	7,600,000	6,300,000	6,600,000		6,900,000	6,800,000		4,000,000.0	11,100,000		24,300,000		13,700,000
Net income (loss)		139,800,000	$ 35,900,000	$ 4,800,000	$ 1,300,000	(126,600,000)		$ 25,900,000	$ (287,800,000)		$ 162,300,000	181,800,000		(226,200,000)		$ 136,100,000
Total assets		8,235,900,000				8,701,800,000						8,235,900,000		8,701,800,000
Assets of discontinued operations		0				178,500,000						$ 0		$ 178,500,000
Customer Concentration Risk | Revenue Benchmark | Major Customer
Segment Reporting Information [Line Items]
Concentration Risk, Percentage												22.00%		16.00%		11.00%
Railcar Leasing and Management Services Group [Member]
Segment Reporting Information [Line Items]
External Revenue												$ 734,600,000		$ 801,500,000		$ 1,116,300,000
Revenues:												735,300,000		802,300,000		1,117,200,000
Total operating profit (loss)												350,900,000		353,700,000		406,600,000
Restructuring Charges												0		(1,400,000)		(200,000)
Rail Products Group [Member]
Segment Reporting Information [Line Items]
External Revenue												781,400,000		948,200,000		1,635,300,000
Total operating profit (loss)												4,700,000		36,300,000		277,600,000
Restructuring Charges												(300,000)		(1,300,000)		(700,000)
Other Segments [Member]
Segment Reporting Information [Line Items]
External Revenue																800,000
Revenues:																1,200,000
Corporate Segment [Member]
Segment Reporting Information [Line Items]
Total operating profit (loss)												(84,100,000)		(99,700,000)		(107,700,000)
Restructuring Charges												4,000,000.0		(8,200,000)		(13,700,000)
Operating Segments [Member]
Segment Reporting Information [Line Items]
Total operating profit (loss)												355,600,000		390,000,000.0		684,200,000
Total assets		8,649,800,000				8,510,700,000						8,649,800,000		8,510,700,000
Operating Segments [Member] | Railcar Leasing and Management Services Group [Member]
Segment Reporting Information [Line Items]
Revenues:												735,300,000		802,300,000		1,117,200,000
Depreciation and amortization												226,000,000.0	[3],[4],[5]	214,700,000	[3],[4]	232,200,000
Payments to Acquire Productive Assets												547,200,000		602,200,000		1,122,200,000
Total operating profit (loss)	[6]											350,900,000		353,700,000		406,600,000
Total assets		7,585,400,000				7,652,100,000						7,585,400,000		7,652,100,000
Operating Segments [Member] | Rail Products Group [Member]
Segment Reporting Information [Line Items]
Revenues:												1,264,800,000		1,609,500,000		2,974,800,000
Depreciation and amortization												33,600,000		35,100,000		34,100,000
Payments to Acquire Productive Assets												21,300,000		78,500,000		85,600,000
Total assets		1,064,400,000				858,600,000						1,064,400,000		858,600,000
Operating Segments [Member] | Corporate Segment [Member]
Segment Reporting Information [Line Items]
Depreciation and amortization												6,100,000		8,700,000		10,200,000
Payments to Acquire Productive Assets												2,300,000		17,400,000		2,400,000
Total assets		365,200,000				832,900,000						365,200,000		832,900,000
Intersegment Eliminations [Member] | Railcar Leasing and Management Services Group [Member]
Segment Reporting Information [Line Items]
Intersegment Revenues												700,000		800,000		900,000
Intersegment Eliminations [Member] | Rail Products Group [Member]
Segment Reporting Information [Line Items]
Intersegment Revenues												483,400,000		661,300,000		1,339,500,000
Intersegment Eliminations [Member] | Other Segments [Member]
Segment Reporting Information [Line Items]
Intersegment Revenues																400,000
MEXICO
Segment Reporting Information [Line Items]
Total assets		414,800,000				267,000,000						414,800,000		267,000,000
Long-Lived Assets		102,000,000				111,900,000						102,000,000		111,900,000
Consolidated Subsidiaries, Leasing [Member]
Segment Reporting Information [Line Items]
Total operating profit (loss)												(17,200,000)		(35,200,000)		(164,700,000)
Consolidated Subsidiaries, Leasing [Member] | Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Intersegment Revenues												(478,500,000)		(652,900,000)		(1,331,100,000)
Revenues:												(478,500,000)		(652,900,000)		(1,331,100,000)
Depreciation and amortization												0		0		0
Payments to Acquire Productive Assets												0		0		0
Total assets	[7]	$ (779,100,000)				$ (820,300,000)						(779,100,000)		(820,300,000)
Consolidated Subsidiaries, Excluding Leasing [Member]
Segment Reporting Information [Line Items]
Total operating profit (loss)												(1,200,000)		(2,400,000)		(400,000)
Consolidated Subsidiaries, Excluding Leasing [Member] | Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Intersegment Revenues												(5,600,000)		(9,200,000)		(9,700,000)
Revenues:												(5,600,000)		(9,200,000)		(9,700,000)
Depreciation and amortization												0		0		0
Payments to Acquire Productive Assets												$ 0		$ 0		$ 0

[1] Impairment of long-lived assets during the three months ended June 30, 2020 relates to our small cube covered hopper railcars. See Note 11 for further information.

[2] Other expense during the three months ended December 31, 2020 includes $151.5 million related to the settlement of our Pension Plan. See Note 10 for further information.

[3] Additionally, depreciation expense related to our small cube covered hopper railcars decreased by approximately $7.0 million for the years ended December 31, 2021 and 2020 as a result of the impairment charge recorded in the second quarter of 2020 related to these railcars.

[4] Effective January 1, 2020, we revised the estimated useful lives and salvage values of certain railcar types in our lease fleet. This change in estimate resulted in a decrease in depreciation expense of approximately $30.8 million in the years ended December 31, 2021 and 2020. See Note 1 for further information.

[5] In connection with our sustainable railcar conversion program, depreciation expense increased $8.8 million for the year ended December 31, 2021, as a result of the disposal of certain railcar components.

[6] Operating profit includes: depreciation; fleet operating costs, which include maintenance, compliance, freight, and storage; rent and ad valorem taxes; and selling, engineering, and administrative expenses. Amortization of deferred profit on railcars sold from the Rail Products Group to the Leasing Group is included in the operating profits of the Leasing Group, resulting in the recognition of depreciation expense based on our original manufacturing cost of the railcars. Interest expense is not a component of operating profit and includes the effect of hedges.

[7] Net deferred profit on railcars sold to the Leasing Group consists of intersegment profit that is eliminated in consolidation. Net deferred profit and the related deferred tax impact are included as adjustments to the property, plant, and equipment, net and deferred income taxes line items, respectively, in the Eliminations – Lease Subsidiary column above to reflect the net book value of the railcars purchased by the Leasing Group from the Rail Products Group based on manufacturing cost. See Note 5 and Note 8 for a further discussion regarding our investment in our partially-owned leasing subsidiaries and the related indebtedness.

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Note 5. Partially Owned Leasing Subsidiaries (Details)	3 Months Ended								12 Months Ended
	Dec. 31, 2021 USD ($) board_member	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Sep. 30, 2020 USD ($)	Jun. 30, 2020 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2021 USD ($) board_member subsidiary	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Noncontrolling Interest [Line Items]
Revenues	$ 472,200,000	$ 419,800,000	$ 293,300,000	$ 330,700,000	$ 359,700,000	$ 396,800,000	$ 439,900,000	$ 553,300,000	$ 1,516,000,000	$ 1,749,700,000	$ 2,752,400,000
Gains on dispositions of property:	$ 13,000,000.0	$ 41,600,000	$ 12,100,000	$ 11,500,000	$ 100,000	$ 3,700,000	$ 6,600,000	$ 9,600,000	$ 78,200,000	20,000,000.0	54,400,000
Signal Rail Holdings LLC
Noncontrolling Interest [Line Items]
Equity Method Investment, JV Majority Ownership Percentage	90.00%								90.00%
Equity Method Investment, Ownership Percentage	10.00%								10.00%
Equity Method Investment, Aggregate Future Estimated Investment of Railcars	$ 1,000,000,000								$ 1,000,000,000
Aggregate Sales Price of Equipment Sold									325,100,000
Proceeds from Sale of Property, Plant, and Equipment									318,700,000
Revenues									2,900,000
Proceeds from Equity Method Investment, Distribution									6,400,000
Gains on dispositions of property:									32,900,000
Partially-Owned Subsidiaries [Member]
Noncontrolling Interest [Line Items]
Parent Company Guarantees	0								0
Railcar Leasing and Management Services Group [Member]
Noncontrolling Interest [Line Items]
Revenues									735,300,000	$ 802,300,000	$ 1,117,200,000
Railcar Leasing and Management Services Group [Member] | Partially-Owned Subsidiaries [Member]
Noncontrolling Interest [Line Items]
Carrying Value of Investment In Partially-Owned Consolidated Subsidiary	$ 141,400,000								$ 141,400,000
Noncontrolling Interest, Ownership Percentage by Parent	38.00%								38.00%
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners	62.00%								62.00%
Railcar Leasing and Management Services Group [Member] | Partially-Owned Subsidiaries [Member]
Noncontrolling Interest [Line Items]
Number of Subsidiaries | subsidiary									2
Number of Board Members | board_member	7								7
Number of Board Members of Subsidiary, Designated by Parent | board_member	2								2

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Note 6. Railcar Leasing and Management Services Group Selected Leasing Balance Sheet Information (Details) - USD ($) $ in Millions		Dec. 31, 2021	Dec. 31, 2020
Segment Reporting, Asset Reconciling Item [Line Items]
Cash and cash equivalents		$ 167.3	$ 132.0
Accounts receivable		227.6	164.4
Property, plant, and equipment, net		6,846.9	6,968.8
Restricted cash		135.1	96.4
Other assets		266.5	283.5
Total assets		8,235.9	8,701.8
Debt, net		5,170.6	5,017.0
Deferred income taxes		1,106.8	1,047.5
Other liabilities		147.9	146.7
Total liabilities		6,939.1	6,685.8
Noncontrolling interest		267.0	277.2
Total Equity		1,029.8	1,738.8
Operating Segments [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets		8,649.8	8,510.7
Operating Segments [Member] | Railcar Leasing and Management Services Group [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Cash and cash equivalents		3.4	3.5
Accounts receivable		100.8	90.4
Property, plant, and equipment, net		7,276.7	7,422.2	[1]
Restricted cash		135.1	96.3
Other assets		69.4	39.7
Total assets		7,585.4	7,652.1
Accounts payable and accrued liabilities		143.5	172.3
Debt, net		4,771.9	4,568.8
Deferred income taxes		1,115.3	1,063.4
Other liabilities		35.6	25.7
Total liabilities		6,066.3	5,830.2
Noncontrolling interest		267.0	277.2
Total Equity		1,252.1	1,544.7
Intersegment Eliminations [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Property, plant, and equipment, net		(779.1)	(820.3)
Wholly Owned Subsidiaries [Member] | Operating Segments [Member] | Railcar Leasing and Management Services Group [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Cash and cash equivalents		3.4	3.5
Accounts receivable		90.7	82.0
Property, plant, and equipment, net		5,706.1	5,795.9	[1]
Restricted cash		76.5	65.2
Other assets		67.3	38.1
Total assets		5,944.0	5,984.7
Accounts payable and accrued liabilities		113.4	141.4
Debt, net		3,555.8	3,340.5
Deferred income taxes		1,114.2	1,062.3
Other liabilities		35.6	25.7
Total liabilities		4,819.0	4,569.9
Noncontrolling interest		0.0	0.0
Total Equity		1,125.0	1,414.8
Partially-Owned Subsidiaries [Member] | Operating Segments [Member] | Railcar Leasing and Management Services Group [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Cash and cash equivalents		0.0	0.0
Accounts receivable		10.1	8.4
Property, plant, and equipment, net		1,570.6	1,626.3	[1]
Restricted cash		58.6	31.1
Other assets		2.1	1.6
Total assets		1,641.4	1,667.4
Accounts payable and accrued liabilities		30.1	30.9
Debt, net		1,216.1	1,228.3
Deferred income taxes		1.1	1.1
Other liabilities		0.0	0.0
Total liabilities		1,247.3	1,260.3
Noncontrolling interest		267.0	277.2
Total Equity		127.1	129.9
Consolidated Subsidiaries, Leasing [Member] | Intersegment Eliminations [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Cash and cash equivalents		0.0	0.0
Accounts receivable		0.0	0.0
Property, plant, and equipment, net	[2]	(779.1)	(820.3)	[1]
Restricted cash		0.0	0.0
Other assets		0.0	0.0
Total assets	[2]	(779.1)	(820.3)
Accounts payable and accrued liabilities		0.0	0.0
Debt, net		0.0	0.0
Deferred income taxes	[2]	(176.6)	(186.2)
Other liabilities		0.0	0.0
Total liabilities	[2]	(176.6)	(186.2)
Noncontrolling interest		0.0	0.0
Total Equity	[2]	(602.5)	(634.1)
Railcar Leasing and Management Services Group [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Cash and cash equivalents		3.4	3.5
Accounts receivable		100.8	90.4
Property, plant, and equipment, net		6,497.6	6,601.9	[1]
Restricted cash		135.1	96.3
Other assets		69.4	39.7
Total assets		6,806.3	6,831.8
Accounts payable and accrued liabilities		143.5	172.3
Debt, net		4,771.9	4,568.8
Deferred income taxes		938.7	877.2
Other liabilities		35.6	25.7
Total liabilities		5,889.7	5,644.0
Noncontrolling interest		267.0	277.2
Total Equity		$ 649.6	$ 910.6

[1] See Note 11 for further information regarding impairment of long-lived assets recorded in the year ended December 31, 2020.

[2] Net deferred profit on railcars sold to the Leasing Group consists of intersegment profit that is eliminated in consolidation. Net deferred profit and the related deferred tax impact are included as adjustments to the property, plant, and equipment, net and deferred income taxes line items, respectively, in the Eliminations – Lease Subsidiary column above to reflect the net book value of the railcars purchased by the Leasing Group from the Rail Products Group based on manufacturing cost. See Note 5 and Note 8 for a further discussion regarding our investment in our partially-owned leasing subsidiaries and the related indebtedness.

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Note 6. Railcar Leasing and Management Services Group Selected Leasing Income Statement Information (Details) - USD ($) $ in Millions		3 Months Ended								12 Months Ended
		Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021		Dec. 31, 2020		Dec. 31, 2019
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues		$ 472.2	$ 419.8	$ 293.3	$ 330.7	$ 359.7	$ 396.8	$ 439.9	$ 553.3	$ 1,516.0		$ 1,749.7		$ 2,752.4
Total operating profit (loss)		69.2	78.3	57.8	51.5	30.4	64.0	(316.3)	67.3	256.8		(154.6)		396.8
Depreciation and amortization										265.7		258.5		276.5
Selling, engineering, and administrative expenses:		$ 42.9	$ 45.8	$ 46.2	$ 44.7	$ 47.5	$ 42.9	$ 48.6	$ 50.6	179.6		189.6		217.0
Sales-type Lease, Revenue										0.0		0.0		160.5
Loss on extinguishment of debt										11.7		5.0		0.0
Sustainable Railcar Conversions
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Depreciation										8.8
Small Cube Covered Hoppers
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Depreciation										7.0		7.0
Service Life [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Depreciation and amortization										30.8		30.8
Railcar Leasing and Management Services Group [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues										735.3		802.3		1,117.2
Total operating profit (loss)										350.9		353.7		406.6
Operating Segments [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total operating profit (loss)										355.6		390.0		684.2
Operating Segments [Member] | Railcar Leasing and Management Services Group [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues										$ 735.3		$ 802.3		1,117.2
Revenues, Percent Change										(8.40%)		(28.20%)
Total operating profit (loss)	[1]									$ 350.9		$ 353.7		$ 406.6
Operating Income (Loss), Percent Change										(0.80%)		(13.00%)
Operating Profit Margin										47.70%		44.10%		36.40%
Depreciation and amortization										$ 226.0	[2],[3],[4]	$ 214.7	[2],[3]	$ 232.2
Depreciation, Depletion, and Amortization, Percent Change										5.30%		(7.50%)
Cost, Maintenance										$ 95.0		$ 88.1		102.1
Maintenance Costs, Percent Change										7.80%		(13.70%)
Operating lease expense										$ 18.4		$ 21.1		28.5
Operating Leases, Rent Expense, Percent Change										(12.80%)		(26.00%)
Selling, engineering, and administrative expenses:										$ 50.6		$ 51.3		49.5
Selling, Engineering, and Administrative Expense, Percent Change										(1.40%)		3.60%
Interest Expense										$ 181.6	[5]	$ 196.2	[5]	197.2
Interest Expense, Percent Change										(7.40%)		(0.50%)
Leasing and management [Member] | Railcar Leasing and Management Services Group [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues										$ 735.3		$ 747.9		756.5
Total operating profit (loss)										$ 296.8		$ 336.0		$ 314.7
Leasing and management [Member] | Operating Segments [Member] | Railcar Leasing and Management Services Group [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues, Percent Change										(1.70%)		(1.10%)
Operating Income (Loss), Percent Change										(11.70%)		6.80%
Operating Profit Margin										40.40%		44.90%		41.60%
Railcar Owned One Year or Less [Member] | Railcar Leasing and Management Services Group [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues										$ 0.0	[6]	$ 54.4		$ 360.7	[7]
Railcar Owned One Year or Less [Member] | Operating Segments [Member] | Railcar Leasing and Management Services Group [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues, Percent Change												(84.90%)
Operating Income (Loss), Percent Change										205.60%		(80.70%)

[1] Operating profit includes: depreciation; fleet operating costs, which include maintenance, compliance, freight, and storage; rent and ad valorem taxes; and selling, engineering, and administrative expenses. Amortization of deferred profit on railcars sold from the Rail Products Group to the Leasing Group is included in the operating profits of the Leasing Group, resulting in the recognition of depreciation expense based on our original manufacturing cost of the railcars. Interest expense is not a component of operating profit and includes the effect of hedges.

[2] Additionally, depreciation expense related to our small cube covered hopper railcars decreased by approximately $7.0 million for the years ended December 31, 2021 and 2020 as a result of the impairment charge recorded in the second quarter of 2020 related to these railcars.

[3] Effective January 1, 2020, we revised the estimated useful lives and salvage values of certain railcar types in our lease fleet. This change in estimate resulted in a decrease in depreciation expense of approximately $30.8 million in the years ended December 31, 2021 and 2020. See Note 1 for further information.

[4] In connection with our sustainable railcar conversion program, depreciation expense increased $8.8 million for the year ended December 31, 2021, as a result of the disposal of certain railcar components.

[5] Interest expense for the year ended December 31, 2021 includes $11.7 million of loss on extinguishment of debt associated with the refinancing of our partially-owned subsidiaries' debt. See Note 8 for more information. Interest expense for the year ended December 31, 2020 includes $5.0 million of loss on extinguishment of debt associated with the early redemption of debt.

[6] Beginning in the fourth quarter of 2020, we made a prospective change in the presentation of sales of railcars from the lease fleet. Therefore, all railcar sales for the year ended December 31, 2021 are presented as a net gain or loss from the disposal of a long-term asset regardless of the age of railcar that is sold. See Note 1 for more information.

[7] Includes revenues associated with sales-type leases of $160.5 million for the year ended December 31, 2019.

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Note 6. Railcar Leasing and Management Services Group Proceeds from Sale of Railcars (Details) - USD ($) $ in Millions		3 Months Ended								12 Months Ended
		Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021		Dec. 31, 2020	Dec. 31, 2019
Property Subject to or Available for Operating Lease [Line Items]
Revenues		$ 472.2	$ 419.8	$ 293.3	$ 330.7	$ 359.7	$ 396.8	$ 439.9	$ 553.3	$ 1,516.0		$ 1,749.7	$ 2,752.4
Operating Income (Loss)		$ 69.2	$ 78.3	$ 57.8	$ 51.5	$ 30.4	$ 64.0	$ (316.3)	$ 67.3	256.8		(154.6)	396.8
Railcar Leasing and Management Services Group [Member]
Property Subject to or Available for Operating Lease [Line Items]
Revenues										735.3		802.3	1,117.2
Operating Income (Loss)										350.9		353.7	406.6
Sales of Leased Railcars [Domain] | Railcar Leasing and Management Services Group [Member]
Property Subject to or Available for Operating Lease [Line Items]
Revenues										460.7		193.1	566.4	[1]
Operating Income (Loss)										$ 54.1	[2]	$ 17.7	$ 91.9	[1]
Operating Profit Margin										11.70%		9.20%	16.20%
Railcar Owned One Year or Less [Member] | Railcar Leasing and Management Services Group [Member]
Property Subject to or Available for Operating Lease [Line Items]
Revenues										$ 0.0	[2]	$ 54.4	$ 360.7	[1]
Operating Segments [Member]
Property Subject to or Available for Operating Lease [Line Items]
Operating Income (Loss)										355.6		390.0	684.2
Operating Segments [Member] | Railcar Leasing and Management Services Group [Member]
Property Subject to or Available for Operating Lease [Line Items]
Revenues										735.3		802.3	1,117.2
Operating Income (Loss)	[3]									$ 350.9		$ 353.7	$ 406.6
Operating Profit Margin										47.70%		44.10%	36.40%

[1] Includes revenues associated with sales-type leases of $160.5 million for the year ended December 31, 2019.

[2] Beginning in the fourth quarter of 2020, we made a prospective change in the presentation of sales of railcars from the lease fleet. Therefore, all railcar sales for the year ended December 31, 2021 are presented as a net gain or loss from the disposal of a long-term asset regardless of the age of railcar that is sold. See Note 1 for more information.

[3] Operating profit includes: depreciation; fleet operating costs, which include maintenance, compliance, freight, and storage; rent and ad valorem taxes; and selling, engineering, and administrative expenses. Amortization of deferred profit on railcars sold from the Rail Products Group to the Leasing Group is included in the operating profits of the Leasing Group, resulting in the recognition of depreciation expense based on our original manufacturing cost of the railcars. Interest expense is not a component of operating profit and includes the effect of hedges.

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Note 6. Railcar Leasing and Management Services Group Operating Leases (Details) - Railcar Leasing and Management Services Group [Member] $ in Millions	Dec. 31, 2021 USD ($)
Lessor, Lease, Description [Line Items]
2022	$ 546.5	[1]
2023	411.5	[1]
2024	307.5	[1]
2025	219.9	[1]
2026	140.0	[1]
Thereafter	260.2	[1]
Total	1,885.6	[1]
Railroad Transportation Equipment [Member]
Lessor, Lease, Description [Line Items]
2022	540.2
2023	407.6
2024	305.3
2025	218.5
2026	139.2
Thereafter	260.1
Total	$ 1,870.9
Minimum [Member]
Lessor, Lease, Description [Line Items]
Lessor, Operating Lease, Term of Contract	1 year
Maximum [Member]
Lessor, Lease, Description [Line Items]
Lessor, Operating Lease, Term of Contract	10 years

[1] Total contractual minimum rental revenues on operating leases relates to our wholly-owned and partially-owned subsidiaries and sub-lease rental revenues associated with the Leasing Group's operating lease obligations.

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Note 6. Railcar Leasing and Management Services Group Leasing Debt (Details) - Railcar Leasing and Management Services Group [Member] $ in Millions	Dec. 31, 2021 USD ($)
Wholly Owned Subsidiaries [Member]
Lessor, Lease, Description [Line Items]
Net Book Value of Unpledged Equipment	$ 876.4
Wholly Owned Subsidiaries [Member] | Secured Debt [Member]
Lessor, Lease, Description [Line Items]
Debt Instrument, Collateral Amount	4,818.6
Partially-Owned Subsidiaries [Member] | Secured Debt [Member] | TRIP Master Funding Secured Railcar Equipment Notes [Member]
Lessor, Lease, Description [Line Items]
Debt Instrument, Collateral Amount	1,110.7
Partially-Owned Subsidiaries [Member] | Secured Debt [Member] | TRL 2012 Secured Railcar Equipment Notes - RIV 2013 [Member]
Lessor, Lease, Description [Line Items]
Debt Instrument, Collateral Amount	$ 459.9

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Note 6. Railcar Leasing and Management Services Group Other Operating Lease Obligations and Revenues (Details) $ in Millions	Dec. 31, 2021 USD ($)
Sale Leaseback Transaction [Line Items]
2022	$ 18.1
2023	16.3
2024	11.8
2025	9.4
2026	8.7
Thereafter	60.8
Lessee, Operating Lease, Liability, to be Paid	125.1
Railcar Leasing and Management Services Group [Member]
Sale Leaseback Transaction [Line Items]
2022	10.9
2023	9.1
2024	5.6
2025	3.8
2026	3.5
Thereafter	4.1
Lessee, Operating Lease, Liability, to be Paid	37.0
2022	546.5	[1]
2023	411.5	[1]
2024	307.5	[1]
2025	219.9	[1]
2026	140.0	[1]
Thereafter	260.2	[1]
Total	1,885.6	[1]
Railcar Leasing and Management Services Group [Member] | Property Lease Guarantee [Member]
Sale Leaseback Transaction [Line Items]
Guarantor Obligations, Maximum Exposure, Undiscounted	1.7
Other Third Parties [Member] | Railcar Leasing and Management Services Group [Member]
Sale Leaseback Transaction [Line Items]
2022	6.3
2023	3.9
2024	2.2
2025	1.4
2026	0.8
Thereafter	0.1
Total	14.7
Building [Member] | Railcar Leasing and Management Services Group [Member]
Sale Leaseback Transaction [Line Items]
Lessee, Operating Lease, Liability, to be Paid	1.7
Railroad Transportation Equipment [Member] | Railcar Leasing and Management Services Group [Member]
Sale Leaseback Transaction [Line Items]
2022	10.5
2023	8.8
2024	5.3
2025	3.5
2026	3.2
Thereafter	4.0
Lessee, Operating Lease, Liability, to be Paid	$ 35.3

[1] Total contractual minimum rental revenues on operating leases relates to our wholly-owned and partially-owned subsidiaries and sub-lease rental revenues associated with the Leasing Group's operating lease obligations.

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Note 7. Property, Plant, and Equipment Property, Plant, and Equipment (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $1,927.7 and $1,931.6	$ 9,105.6	$ 9,087.2
Less accumulated depreciation, including partially-owned subsidiaries of $568.4 and $525.7	2,258.7	2,118.4
Property, Plant and Equipment, Net	6,846.9	6,968.8
Manufacturing Facility, Non-Operating [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Net	6.3
Intersegment Eliminations [Member]
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $1,927.7 and $1,931.6	(1,047.3)	(1,064.7)
NegativeAccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment	268.2	244.4
Property, Plant and Equipment, Net	(779.1)	(820.3)
Railcar Leasing and Management Services Group [Member] | Operating Segments [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Net	7,276.7	7,422.2	[1]
Manufacturing and Corporate [Member]
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $1,927.7 and $1,931.6	828.0	873.6
Less accumulated depreciation, including partially-owned subsidiaries of $568.4 and $525.7	478.7	506.7
Property, Plant and Equipment, Net	349.3	366.9
Manufacturing and Corporate [Member] | Land [Member]
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $1,927.7 and $1,931.6	17.4	19.6
Manufacturing and Corporate [Member] | Building and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $1,927.7 and $1,931.6	377.4	393.3
Manufacturing and Corporate [Member] | Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $1,927.7 and $1,931.6	415.1	418.8
Manufacturing and Corporate [Member] | Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $1,927.7 and $1,931.6	18.1	41.9
Wholly Owned Subsidiaries [Member] | Railcar Leasing and Management Services Group [Member] | Operating Segments [Member]
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $1,927.7 and $1,931.6	7,082.0	7,030.1
Less accumulated depreciation, including partially-owned subsidiaries of $568.4 and $525.7	1,375.9	1,234.2
Property, Plant and Equipment, Net	5,706.1	5,795.9	[1]
Wholly Owned Subsidiaries [Member] | Railcar Leasing and Management Services Group [Member] | Operating Segments [Member] | Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $1,927.7 and $1,931.6	20.7	19.5
Wholly Owned Subsidiaries [Member] | Railcar Leasing and Management Services Group [Member] | Operating Segments [Member] | Railcars on Lease [Member]
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $1,927.7 and $1,931.6	7,061.3	7,010.6
Partially-Owned Subsidiaries [Member]
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $1,927.7 and $1,931.6	1,927.7	1,931.6
Less accumulated depreciation, including partially-owned subsidiaries of $568.4 and $525.7	568.4	525.7
Partially-Owned Subsidiaries [Member] | Railcar Leasing and Management Services Group [Member] | Operating Segments [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Net	1,570.6	1,626.3	[1]
Partially-Owned Subsidiaries [Member] | Railcar Leasing and Management Services Group [Member] | Operating Segments [Member] | Railcars on Lease [Member]
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $1,927.7 and $1,931.6	2,242.9	2,248.2
Less accumulated depreciation, including partially-owned subsidiaries of $568.4 and $525.7	$ 672.3	$ 621.9

[1] See Note 11 for further information regarding impairment of long-lived assets recorded in the year ended December 31, 2020.

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Note 8. Debt Components and Fair Value of Debt (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Debt and Lease Obligation	$ 398.7	$ 448.2
Non-Recourse Debt	4,771.9	4,568.8
Debt:	5,170.6	5,017.0
Long-term Debt, Fair Value	5,281.9	5,254.8
Corporate Segment [Member]
Debt Instrument [Line Items]
Long-term Debt, Net of Unamortized Discount, Gross of Unamortized Debt Issuance Costs	399.9	449.8
Unamortized Debt Issuance Expense	1.2	1.6
Long-term Debt, Fair Value	420.8	470.3
Wholly Owned Subsidiaries [Member]
Debt Instrument [Line Items]
Non-Recourse Debt	3,555.8	3,340.5
Wholly Owned Subsidiaries [Member] | Railcar Leasing and Management Services Group [Member]
Debt Instrument [Line Items]
Unamortized Debt Issuance Expense	23.7	24.0
Non-Recourse Debt, Gross of Issuance Cost, Net of Discount	3,579.5	3,364.5
Non-Recourse Debt	3,555.8	3,340.5
Long-term Debt, Fair Value	3,641.6	3,450.9
Partially-Owned Subsidiaries [Member]
Debt Instrument [Line Items]
Non-Recourse Debt	1,216.1	1,228.3
Partially-Owned Subsidiaries [Member] | Railcar Leasing and Management Services Group [Member]
Debt Instrument [Line Items]
Unamortized Debt Issuance Expense	11.1	9.2
Non-Recourse Debt, Gross	1,227.2	1,237.5
Non-Recourse Debt	1,216.1	1,228.3
Long-term Debt, Fair Value	1,219.5	1,333.6
2009 Secured Railcar Equipment Notes [Member] | Wholly Owned Subsidiaries [Member] | Railcar Leasing and Management Services Group [Member]
Debt Instrument [Line Items]
Non-Recourse Debt, Gross	128.5	142.3
Long-term Debt, Fair Value	144.9	170.0
2010 Secured Railcar Equipment Notes [Member] | Wholly Owned Subsidiaries [Member] | Railcar Leasing and Management Services Group [Member]
Debt Instrument [Line Items]
Non-Recourse Debt, Gross	220.6	235.9
Long-term Debt, Fair Value	234.6	248.5
2018 Secured Railcar Equipment Notes [Domain] | Wholly Owned Subsidiaries [Member] | Railcar Leasing and Management Services Group [Member]
Debt Instrument [Line Items]
Non-Recourse Debt, Gross of Issuance Cost, Net of Discount	416.5	434.7
Debt Instrument, Unamortized Discount	0.1	0.2
Long-term Debt, Fair Value	423.3	449.3
2019 Secured Railcar Equipment Notes [Domain] [Domain] | Wholly Owned Subsidiaries [Member] | Railcar Leasing and Management Services Group [Member]
Debt Instrument [Line Items]
Non-Recourse Debt, Gross of Issuance Cost, Net of Discount	822.8	860.5
Debt Instrument, Unamortized Discount	0.3	0.3
Long-term Debt, Fair Value	847.3	890.8
TRL 2012 Secured Railcar Equipment Notes - RIV 2013 [Member] | Partially-Owned Subsidiaries [Member] | Railcar Leasing and Management Services Group [Member]
Debt Instrument [Line Items]
Non-Recourse Debt, Gross	352.2	352.5
Debt Instrument, Unamortized Discount	0.1	0.0
Long-term Debt, Fair Value	347.7	373.9
TRIP Master Funding Secured Railcar Equipment Notes [Member] | Partially-Owned Subsidiaries [Member] | Railcar Leasing and Management Services Group [Member]
Debt Instrument [Line Items]
Non-Recourse Debt, Gross	551.3	885.0
Debt Instrument, Unamortized Discount	0.2	0.0
Long-term Debt, Fair Value	548.1	959.7
2020 Secured Railcar Equipment Notes [Domain] | Wholly Owned Subsidiaries [Member] | Railcar Leasing and Management Services Group [Member]
Debt Instrument [Line Items]
Non-Recourse Debt, Gross of Issuance Cost, Net of Discount	348.8	369.0
Debt Instrument, Unamortized Discount	0.1	0.1
Long-term Debt, Fair Value	349.9	370.2
2021 Secured Railcar Equipment Notes [Domain] | Wholly Owned Subsidiaries [Member] | Railcar Leasing and Management Services Group [Member]
Debt Instrument [Line Items]
Non-Recourse Debt, Gross of Issuance Cost, Net of Discount	320.3	0.0
Debt Instrument, Unamortized Discount	0.0	0.0
Long-term Debt, Fair Value	319.6	0.0
Line of Credit [Member] | TRIP Railcar Co Term Loan | Railcar Leasing and Management Services Group [Member]
Debt Instrument [Line Items]
Long-term Line of Credit	323.7	0.0
Long-term Debt, Fair Value	323.7	0.0
Senior Notes [Member] | Corporate Segment [Member]
Debt Instrument [Line Items]
Long-term Debt, Net of Unamortized Discount, Gross of Unamortized Debt Issuance Costs	399.9	399.8
Debt Instrument, Unamortized Discount	0.1	0.2
Long-term Debt, Fair Value	420.8	420.3
Promissory Notes [Member] | 2017 Secured Railcar Equipment Notes [Member] [Domain] | Wholly Owned Subsidiaries [Member] | Railcar Leasing and Management Services Group [Member]
Debt Instrument [Line Items]
Non-Recourse Debt, Gross	768.0
Non-Recourse Debt, Gross of Issuance Cost, Net of Discount	760.2	802.7
Debt Instrument, Unamortized Discount	7.8	10.1
Long-term Debt, Fair Value	760.2	802.7
Secured Debt [Member] | 2019 Secured Railcar Equipment Notes [Domain] [Domain] | Wholly Owned Subsidiaries [Member]
Debt Instrument [Line Items]
Non-Recourse Debt, Gross	468.8
Revolving Credit Facility [Member] | Line of Credit [Member] | Corporate Segment [Member]
Debt Instrument [Line Items]
Long-term Debt, Net of Unamortized Discount, Gross of Unamortized Debt Issuance Costs	0.0	50.0
Long-term Debt, Fair Value	0.0	50.0
Revolving Credit Facility [Member] | Line of Credit [Member] | TILC Warehouse Facility [Member] | TILC [Member] | Railcar Leasing and Management Services Group [Member]
Debt Instrument [Line Items]
Long-term Line of Credit	561.8	519.4
Long-term Debt, Fair Value	$ 561.8	$ 519.4

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Note 8. Debt (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Loss on extinguishment of debt	$ 11.7	$ 5.0	$ 0.0
Corporate Segment [Member]
Debt Instrument [Line Items]
Long-term Debt, Net of Unamortized Discount, Gross of Unamortized Debt Issuance Costs	399.9	449.8
Corporate Segment [Member] | Senior Notes [Member]
Debt Instrument [Line Items]
Long-term Debt, Net of Unamortized Discount, Gross of Unamortized Debt Issuance Costs	$ 399.9	399.8
Corporate Segment [Member] | Senior Notes [Member] | 4.55% Senior Notes Due October 2024 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	4.55%
Debt Instrument, Face Amount	$ 400.0
Railcar Leasing and Management Services Group [Member] | Line of Credit [Member] | TRIP Railcar Co Term Loan
Debt Instrument [Line Items]
Long-term Line of Credit	323.7	0.0
Revolving Credit Facility [Member] | Corporate Segment [Member] | Line of Credit [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Current Borrowing Capacity	450.0
Proceeds from Lines of Credit	470.0
Repayments of Lines of Credit	520.0
Long-term Debt, Net of Unamortized Discount, Gross of Unamortized Debt Issuance Costs	0.0	50.0
Line of Credit Facility, Remaining Borrowing Capacity	421.7
Line of Credit Facility, Maximum Borrowing Capacity	$ 176.8
Debt Instrument, Interest Rate, Effective Percentage	1.75%
Line of Credit Facility, Interest Rate at Period End	0.25%
Revolving Credit Facility [Member] | Corporate Segment [Member] | Line of Credit [Member] | Minimum [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Effective Percentage	0.30%
Line of Credit Facility, Interest Rate at Period End	0.175%
Revolving Credit Facility [Member] | Corporate Segment [Member] | Line of Credit [Member] | Maximum [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Interest Rate at Period End	0.40%
Letter of Credit [Member] | Corporate Segment [Member] | Line of Credit [Member]
Debt Instrument [Line Items]
Letters of Credit Outstanding, Amount	$ 28.3
Partially-Owned Subsidiaries [Member] | Railcar Leasing and Management Services Group [Member]
Debt Instrument [Line Items]
Noncontrolling Interest, Ownership Percentage by Parent	38.00%
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | 2009 Secured Railcar Equipment Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	6.66%
Debt Instrument, Face Amount	$ 238.3
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | 2010 Secured Railcar Equipment Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	5.19%
Debt Instrument, Face Amount	$ 369.2
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | 2017 Secured Railcar Equipment Notes [Member] [Domain]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Effective Percentage	1.63%
Debt Instrument, Face Amount	$ 225.0		$ 663.0	$ 302.4
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | 2018 Secured Railcar Equipment Notes [Domain]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 482.5
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | 2018 Class A-1 Secured Railcar Equipment Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	3.82%
Debt Instrument, Face Amount	$ 200.0
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | 2018 Class A-2 Secured Railcar Equipment Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	4.62%
Debt Instrument, Face Amount	$ 282.5
Non-Recourse Debt, Gross	$ 282.5
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | 2018 Class A 2020-1 Secured Railcar Equipment Notes [Domain]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	1.96%
Debt Instrument, Face Amount	$ 155.5
Extinguishment of Debt, Amount		153.1
Non-Recourse Debt, Gross	134.1
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | Trinity Rail Leasing 2019 [Domain]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 386.5
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | 2019 Secured Railcar Equipment Notes [Domain] [Domain]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	3.82%
Debt Instrument, Face Amount	$ 528.3
Non-Recourse Debt, Gross	$ 468.8
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | 2019 Secured Railcar Equipment Notes Class A1 Notes [Domain]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	2.39%
Debt Instrument, Face Amount	$ 106.9
Non-Recourse Debt, Gross	$ 74.7
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | 2019 Secured Railcar Equipment Notes Class A2 Notes [Domain]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	3.10%
Debt Instrument, Face Amount	$ 279.6
Non-Recourse Debt, Gross	$ 279.6
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | 2020 Secured Railcar Equipment Notes Class A1 Notes [Domain]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	1.83%
Debt Instrument, Face Amount	$ 110.0
Non-Recourse Debt, Gross	$ 88.1
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | 2020 Secured Railcar Equipment Notes Class A2 Notes [Domain]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	2.56%
Debt Instrument, Face Amount	$ 240.3
Non-Recourse Debt, Gross	$ 240.3
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | 2020 Secured Railcar Equipment Notes Class B Notes [Domain]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	3.69%
Debt Instrument, Face Amount	$ 20.5
Non-Recourse Debt, Gross	20.5
Wholly Owned Subsidiaries [Member] | Railcar Leasing and Management Services Group [Member]
Debt Instrument [Line Items]
Non-Recourse Debt, Gross of Issuance Cost, Net of Discount	3,579.5	3,364.5
Wholly Owned Subsidiaries [Member] | Railcar Leasing and Management Services Group [Member] | 2009 Secured Railcar Equipment Notes [Member]
Debt Instrument [Line Items]
Non-Recourse Debt, Gross	128.5	142.3
Wholly Owned Subsidiaries [Member] | Railcar Leasing and Management Services Group [Member] | 2010 Secured Railcar Equipment Notes [Member]
Debt Instrument [Line Items]
Non-Recourse Debt, Gross	220.6	235.9
Wholly Owned Subsidiaries [Member] | Railcar Leasing and Management Services Group [Member] | 2018 Secured Railcar Equipment Notes [Domain]
Debt Instrument [Line Items]
Non-Recourse Debt, Gross of Issuance Cost, Net of Discount	416.5	434.7
Wholly Owned Subsidiaries [Member] | Railcar Leasing and Management Services Group [Member] | 2019 Secured Railcar Equipment Notes [Domain] [Domain]
Debt Instrument [Line Items]
Non-Recourse Debt, Gross of Issuance Cost, Net of Discount	822.8	860.5
Wholly Owned Subsidiaries [Member] | Railcar Leasing and Management Services Group [Member] | Promissory Notes [Member] | 2017 Secured Railcar Equipment Notes [Member] [Domain]
Debt Instrument [Line Items]
Non-Recourse Debt, Gross	768.0
Non-Recourse Debt, Gross of Issuance Cost, Net of Discount	$ 760.2	802.7
Debt Instrument, Interest Rate, Increase (Decrease)	1.50%
TILC [Member] | Railcar Leasing and Management Services Group [Member] | Secured Debt [Member] | TRL-2021 Series 2021-1Green Secured Railcar Equipment Notes
Debt Instrument [Line Items]
Payments of Debt Issuance Costs	$ 3.3
Proceeds from Issuance of Debt	$ 214.4
TILC [Member] | Railcar Leasing and Management Services Group [Member] | Secured Debt [Member] | TRL-2021 Series 2021-1 Class A Green Secured Railcar Equipment Notes
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	2.26%
Debt Instrument, Face Amount	$ 305.2
Non-Recourse Debt, Gross	$ 300.5
TILC [Member] | Railcar Leasing and Management Services Group [Member] | Secured Debt [Member] | TRL-2021 Series 2021-1 Class B Green Secured Railcar Equipment Notes
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	3.08%
Debt Instrument, Face Amount	$ 19.8
Non-Recourse Debt, Gross	19.8
TILC [Member] | Revolving Credit Facility [Member] | Railcar Leasing and Management Services Group [Member] | Line of Credit [Member] | TILC Warehouse Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Remaining Borrowing Capacity	438.2
Line of Credit Facility, Maximum Borrowing Capacity	$ 250.0
Debt Instrument, Interest Rate, Effective Percentage	1.95%
Debt Instrument, Face Amount	$ 1,000.0	750.0
Long-term Line of Credit	561.8	519.4
Borrowings on Warehouse Loan Facility	425.1
Repayments on Warehouse Loan Facility	382.7
Partially-Owned Subsidiaries [Member] | Railcar Leasing and Management Services Group [Member]
Debt Instrument [Line Items]
Non-Recourse Debt, Gross	1,227.2	1,237.5
Partially-Owned Subsidiaries [Member] | Railcar Leasing and Management Services Group [Member] | TRL 2012 Secured Railcar Equipment Notes - RIV 2013 [Member]
Debt Instrument [Line Items]
Non-Recourse Debt, Gross	$ 352.2	$ 352.5
TRIP Holdings | Railcar Leasing and Management Services Group [Member] | Secured Debt [Member] | Triumph Rail Class A Secured Railcar Equipment Notes
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	2.15%
Debt Instrument, Face Amount	$ 535.0
Non-Recourse Debt, Gross	$ 526.1
TRIP Holdings | Railcar Leasing and Management Services Group [Member] | Secured Debt [Member] | Triumph Rail Class B Secured Railcar Equipment Notes
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	3.08%
Debt Instrument, Face Amount	$ 25.4
Non-Recourse Debt, Gross	25.4
TRIP Holdings | Railcar Leasing and Management Services Group [Member] | Secured Debt [Member] | Triumph Rail Secured Railcar Equipment Notes
Debt Instrument [Line Items]
Extinguishment of Debt, Amount	869.1
Loss on extinguishment of debt	(8.7)
Payments of Debt Issuance Costs	$ 5.6
Debt, Weighted Average Interest Rate	5.16%
Payment for Debt Extinguishment or Debt Prepayment Cost	$ 3.3
Write off of Deferred Debt Issuance Cost	5.4
TRIP Holdings | Railcar Leasing and Management Services Group [Member] | Secured Debt [Member] | TRIP Railcar Co Term Loan
Debt Instrument [Line Items]
Proceeds from Lines of Credit	$ 329.6
Debt Instrument, Interest Rate, Effective Percentage	1.95%
Payments of Debt Issuance Costs	$ 2.9
Debt Instrument, Interest Rate, Increase (Decrease)	1.85%
RIV 2013 Holdings | Railcar Leasing and Management Services Group [Member] | Secured Debt [Member] | TRP-2021 Class A Secured Railcar Equipment Notes
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	2.07%
Debt Instrument, Face Amount	$ 334.0
Non-Recourse Debt, Gross	$ 331.3
RIV 2013 Holdings | Railcar Leasing and Management Services Group [Member] | Secured Debt [Member] | TRP 2021 Class B Secured Railcar Equipment Notes
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	3.06%
Debt Instrument, Face Amount	$ 21.0
Non-Recourse Debt, Gross	21.0
RIV 2013 Holdings | Railcar Leasing and Management Services Group [Member] | Secured Debt [Member] | TRL 2012 Secured Railcar Equipment Notes - RIV 2013 [Member]
Debt Instrument [Line Items]
Extinguishment of Debt, Amount	348.0
Payments of Debt Issuance Costs	$ 3.7
Debt, Weighted Average Interest Rate	3.59%
Write off of Deferred Debt Issuance Cost	$ 3.0

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Note 8. Debt Remaining Debt Principal Payments (Details) $ in Millions	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months	$ 231.4
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two	520.7
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Three	628.7
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Four	1,298.5
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Five	441.4
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal after Year Five	2,094.6
Long-term Debt, Gross	5,215.3
Corporate Segment [Member]
Debt Instrument [Line Items]
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months	0.0
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two	0.0
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Three	400.0
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Four	0.0
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Five	0.0
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal after Year Five	0.0
Long-term Debt, Gross	400.0
Secured Debt [Member] | 2009 Secured Railcar Equipment Notes [Member] | Railcar Leasing and Management Services Group [Member]
Debt Instrument [Line Items]
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months	15.1
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two	11.7
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Three	14.5
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Four	19.8
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Five	18.5
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal after Year Five	48.9
Long-term Debt, Gross	128.5
Secured Debt [Member] | 2010 Secured Railcar Equipment Notes [Member] | Railcar Leasing and Management Services Group [Member]
Debt Instrument [Line Items]
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months	28.5
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two	22.3
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Three	18.4
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Four	20.6
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Five	25.7
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal after Year Five	105.1
Long-term Debt, Gross	220.6
Secured Debt [Member] | 2018 Secured Railcar Equipment Notes [Domain] | Railcar Leasing and Management Services Group [Member]
Debt Instrument [Line Items]
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months	19.0
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two	19.0
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Three	19.0
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Four	14.8
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Five	14.5
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal after Year Five	330.3
Long-term Debt, Gross	416.6
Secured Debt [Member] | 2019 Secured Railcar Equipment Notes [Domain] [Domain] | Railcar Leasing and Management Services Group [Member]
Debt Instrument [Line Items]
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months	36.8
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two	34.9
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Three	36.6
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Four	35.2
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Five	313.3
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal after Year Five	366.3
Long-term Debt, Gross	823.1
Secured Debt [Member] | 2020 Secured Railcar Equipment Notes [Domain] | Railcar Leasing and Management Services Group [Member]
Debt Instrument [Line Items]
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months	18.5
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two	18.3
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Three	14.3
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Four	11.3
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Five	14.1
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal after Year Five	272.4
Long-term Debt, Gross	348.9
Secured Debt [Member] | 2021 Secured Railcar Equipment Notes [Domain] | Railcar Leasing and Management Services Group [Member]
Debt Instrument [Line Items]
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months	12.6
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two	12.2
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Three	13.3
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Four	12.6
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Five	14.0
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal after Year Five	255.6
Long-term Debt, Gross	320.3
Secured Debt [Member] | TRL 2012 Secured Railcar Equipment Notes - RIV 2013 [Member] | Railcar Leasing and Management Services Group [Member]
Debt Instrument [Line Items]
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months	5.3
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two	10.9
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Three	15.6
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Four	15.8
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Five	17.3
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal after Year Five	287.4
Long-term Debt, Gross	352.3
Secured Debt [Member] | TRIP Master Funding Secured Railcar Equipment Notes [Member] | Railcar Leasing and Management Services Group [Member]
Debt Instrument [Line Items]
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months	19.2
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two	16.5
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Three	33.2
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Four	30.0
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Five	24.0
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal after Year Five	428.6
Long-term Debt, Gross	551.5
Promissory Notes [Member] | 2017 Secured Railcar Equipment Notes [Member] [Domain] | Railcar Leasing and Management Services Group [Member]
Debt Instrument [Line Items]
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months	44.4
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two	44.4
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Three	44.4
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Four	634.8
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Five	0.0
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal after Year Five	0.0
Long-term Debt, Gross	768.0
Line of Credit [Member] | TILC Warehouse Facility [Member] | Railcar Leasing and Management Services Group [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months	19.4
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two	19.4
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Three	19.4
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Four	3.3
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Five	0.0
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal after Year Five	0.0
Long-term Debt, Gross	61.5
Line of Credit [Member] | TILC Warehouse Facility Termination Payments [Member] | Railcar Leasing and Management Services Group [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months	0.0
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two	0.0
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Three	0.0
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Four	500.3
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Five	0.0
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal after Year Five	0.0
Long-term Debt, Gross	500.3
Line of Credit [Member] | TRIP Railcar Co Term Loan | Railcar Leasing and Management Services Group [Member]
Debt Instrument [Line Items]
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months	12.6
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two	311.1
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Three	0.0
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Four	0.0
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Five	0.0
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal after Year Five	0.0
Long-term Debt, Gross	$ 323.7

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Note 9. Income Taxes Components of Income Tax Expense / Benefit (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Current Federal Tax Expense (Benefit), CARES Act									$ 2.1	$ (373.3)	$ 0.0
Current Federal Tax Expense (Benefit), Other									(3.0)	(142.1)	(6.8)
Current Federal Tax Expense (Benefit)									(0.9)	(515.4)	(6.8)
Current State and Local Tax Expense (Benefit)									(0.6)	(1.5)	6.9
Current Foreign Tax Expense (Benefit)									4.3	4.3	6.1
Current Income Tax Expense (Benefit)									2.8	(512.6)	6.2
Deferred Tax Expense (Benefit), CARES Act									0.4	192.9	0.0
Deferred Other Tax Expense (Benefit)									10.4	31.3	40.4
Deferred Federal Income Tax Expense (Benefit)									10.8	224.2	40.4
Deferred State and Local Income Tax Expense (Benefit)									2.4	4.1	13.7
Deferred Foreign Income Tax Expense (Benefit)									(0.1)	10.2	(1.5)
Provision for deferred income taxes									13.1	238.5	52.6
Provision (benefit) for income taxes:	$ 6.5	$ 8.3	$ (2.9)	$ 4.0	$ (42.3)	$ (8.7)	$ (74.0)	$ (149.1)	$ 15.9	$ (274.1)	$ 58.8

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Note 9. Income Taxes Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%	21.00%	21.00%	35.00%
Net Tax Expense (Benefit) Impact, CARES Act	$ (2.5)	$ 180.4
Income (Loss) from Continuing Operations before Income Taxes, Domestic	44.6	(517.2)	$ 181.6
Income (Loss) from Continuing Operations before Income Taxes, Foreign	$ 10.6	$ (7.4)	$ (0.4)

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Note 9. Income Taxes Effective Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%	21.00%	21.00%	35.00%
Effective Income Tax Rate Reconciliation, Prior Year Income Taxes, Percent	4.50%	34.40%	0.00%
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent	3.00%	1.10%	2.30%
Effective Income Tax Rate Reconciliation, Tax Credit, Foreign, Percent	3.00%	(0.20%)	1.30%
Effective Tax Rate Reconciliation, Executive Compensation Limitations	1.80%	(0.30%)	1.30%
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent	1.40%	(0.10%)	0.40%
Effective Income Tax Rate Reconciliation, Tax Settlement, Foreign, Percent	1.30%	0.00%	0.00%
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Percent	1.20%	(0.20%)	0.60%
Effective Tax Rate Reconciliation, Changes in Laws and Apportionment	0.30%	(1.40%)	5.80%
Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-based Payment Arrangement, Percent	(4.00%)	0.00%	(0.90%)
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent	(4.30%)	0.70%	0.00%
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Percent	0.00%	(3.30%)	0.00%
Effective Tax Rate Reconciliation, Interest Expense Limitations	0.00%	0.20%	1.10%
Effective Income Tax Rate Reconciliation, Noncontrolling Interest Income (Loss), Percent	0.00%	0.10%	0.20%
Effective Income Tax Rate Reconciliation, Other Adjustments, Percent	(0.40%)	0.20%	(0.60%)
Effective Income Tax Rate Reconciliation, Percent	28.80%	52.20%	32.50%

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Note 9. Income Taxes Deferred Tax Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Deferred Tax Liabilities, Property, Plant and Equipment	$ 1,032.2	$ 996.8
Deferred Tax Liabilities, Partially Owned Subsidiaries	139.2	139.9
Deferred Tax Liabilities, Right-of-use Assets	18.7	17.5
Deferred Tax Liabilities, Deferred Expense, Reserves and Accruals	1.9	0.0
Deferred Tax Liabilities, Gross	1,192.0	1,154.2
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits	28.7	27.1
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Warranty Reserves	7.3	3.9
Deferred Tax Assets, Other	5.9	9.5
Deferred Tax Assets, Tax Credit Carryforwards	38.4	62.8
Deferred Tax Assets, Inventory	6.0	5.4
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities	0.0	5.3
Deferred Tax Assets, Lease Liabilities	24.4	22.9
Deferred Tax Assets, Gross	110.7	136.9
Deferred Tax Liabilities, Net, Before Adjustments	1,081.3	1,017.3
Deferred Tax Assets, Valuation Allowance	24.4	25.2
Deferred Tax Liabilities, Net, Before Uncertain Tax Positions	1,105.7	1,042.5
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Other	(1.1)	(1.0)
Deferred Tax Liabilities, Net	1,104.6	$ 1,041.5
Deferred Tax Assets, Operating Loss Carryforwards, Domestic	3.9
Deferred Tax Assets, Operating Loss Carryforwards, State and Local	$ 20.6

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Note 9. Income Taxes Unrecognized Tax Benefit (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Unrecognized Tax Benefits	$ 2.3	$ 2.3	$ 2.3	$ 8.1
Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions	0.0	0.0	0.0
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions	0.0	0.0	0.0
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities	0.0	0.0	(5.8)
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations	0.0	0.0	0.0
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	4.3	4.1
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	3.0	2.9
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense	$ 0.1	$ 0.2	$ (1.0)

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Note 10. Employee Retirement Plans Employee Retirement Plans (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Defined Benefit Plan Disclosure [Line Items]
Pension plan settlement	$ 0.0	$ (151.5)	$ 0.0
Assets for Plan Benefits, Defined Benefit Plan	16.6
Defined Contribution Plan, Employer Discretionary Contribution Amount	19.4
Final annuity contract true-up, net of administrative expenses	2.5
Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Remeasurement due to Settlement	6.4
Transfers	(10.9)	0.0
Defined Benefit Plan, Excise Tax from Reversion of Surplus Plan Assets	3.2
Reversion of excess plan assets	(16.0)	0.0
Trinity Industries, Inc. Consolidated Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Assets for Plan Benefits, Defined Benefit Plan	0.6	$ 23.6
Defined Contribution Plan, Employer Discretionary Contribution Amount	$ 10.9

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Note 10. Employee Retirement Plans Actuarial Assumptions (Details)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Retirement Benefits [Abstract]
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate		2.73%
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate	2.71%	4.45%
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Rate of Return on Plan Assets	3.90%	4.90%

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Note 10. Employee Retirement Plans Net Retirement Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Retirement Benefits [Abstract]
Service cost	$ 0.0	$ 0.0	$ 0.1
Interest	0.4	14.8	19.7
Expected return on plan assets	0.0	(20.9)	(23.0)
Amortization of actuarial loss	0.3	6.0	4.6
Amortization of prior service cost	0.0	1.2	0.0
Settlement loss	0.0	151.5	0.0
Net periodic benefit cost	0.7	152.6	1.4
Defined contribution expense	8.6	7.5	9.6
Pension Cost (Reversal of Cost)	$ 9.3	$ 160.1	$ 11.0

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Note 10. Employee Retirement Plans Accumulated Benefit Obligations and Funded Status (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Retirement Benefits [Abstract]
Accumulated Benefit Obligations	$ 14.5	$ 15.5
Defined Benefit Plan, Benefit Obligation	14.5	15.5	$ 557.9
Service cost	0.0	0.0	0.1
Interest	0.4	14.8	19.7
Benefits paid	(1.0)	(23.0)
Actuarial (gain) loss	(0.4)	18.0
Settlements	0.0	(552.2)
Defined Benefit Plan, Plan Assets, Amount	0.6	23.6	$ 548.5
Actual return on assets	0.0	49.3
Employer contributions	1.0	1.0
Benefits paid	(1.0)	(23.0)
Settlements	0.0	(552.2)
Transfers	(10.9)	0.0
Final annuity contract true-up, net of administrative expenses	3.9	0.0
Reversion of excess plan assets	(16.0)	0.0
Defined Benefit Plan, Plan Assets, Category [Line Items]
Assets for Plan Benefits, Defined Benefit Plan	16.6
Trinity Industries, Inc. Consolidated Pension Plan [Member]
Defined Benefit Plan, Plan Assets, Category [Line Items]
Assets for Plan Benefits, Defined Benefit Plan	0.6	23.6
Liability, Defined Benefit Plan	0.0	0.0
Defined Benefit Plan, Funded (Unfunded) Status of Plan	0.6	23.6
Supplemental Executive Retirement Plan (SERP) [Member]
Defined Benefit Plan, Plan Assets, Category [Line Items]
Assets for Plan Benefits, Defined Benefit Plan	0.0	0.0
Liability, Defined Benefit Plan	(14.5)	(15.5)
Defined Benefit Plan, Funded (Unfunded) Status of Plan	$ (14.5)	$ (15.5)

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Note 10. Employee Retirement Plans Amounts Recognized in OCI (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Accumulated Other Comprehensive Income (Loss), Gain (Loss), before Tax	$ 5.2
Defined Benefit Plan, Expected Amortization of Gain (Loss), Next Fiscal Year	0.3
Defined Benefit Plan, Expected Amortization in Next Fiscal Year, Net of Tax	0.2
Settlement of pension plan	0.0	$ 151.5	$ 0.0
Actuarial gain (loss)	0.4	10.4	(37.7)
Amortization of actuarial loss	0.3	6.0	4.6
Amortization of prior service cost	0.0	1.2	0.0
New prior service cost base	0.0	0.0	(1.5)
Total before income taxes	0.7	169.1	(34.6)
Income tax (benefit) expense	0.2	39.2	(7.9)
Net amount recognized in other comprehensive income (loss)	$ 0.5	$ 129.9	$ (26.7)

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Note 10. Employee Retirement Plans Plan Assets (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Defined Benefit Plan, Plan Assets, Allocation [Line Items]
Defined Benefit Plan, Plan Assets, Amount	$ 0.6	$ 23.6	$ 548.5
Cash and Cash Equivalents [Member]
Defined Benefit Plan, Plan Assets, Allocation [Line Items]
Defined Benefit Plan, Plan Assets, Actual Allocation, Percentage	100.00%	100.00%
Fair Value, Inputs, Level 1 [Member] | Cash and Cash Equivalents [Member]
Defined Benefit Plan, Plan Assets, Allocation [Line Items]
Defined Benefit Plan, Plan Assets, Amount	$ 0.6	$ 23.6

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Note 10. Employee Retirement Plans Cash Flows (Details) $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($)
Retirement Benefits [Abstract]
Defined Contribution Plan, Expected Future Employer Discretionary Contributions, Next Fiscal Year	$ 7.6
Defined Contribution Plan, Employer Discretionary Contribution Amount	$ 19.4

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Note 11. Impairment Charges (Details) - USD ($)	3 Months Ended					12 Months Ended
	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020		Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Restructuring Cost and Reserve [Line Items]
Impaired Assets to be Disposed of by Method Other than Sale, Fair Value of Asset	$ 191,700,000						$ 191,700,000
Impaired Assets to be Disposed of by Method Other than Sale, Carrying Value of Asset	550,000,000						550,000,000
Impairment of Long-Lived Assets Held-for-use							358,300,000
Operating Lease, Impairment Loss							11,100,000
Impairment of long-lived assets	$ 27,000,000.0	$ 0	$ 369,400,000	[1]	$ 0	$ 0	396,400,000	$ 0
Building [Member]
Restructuring Cost and Reserve [Line Items]
Impairment of long-lived assets							15,200,000
Investments [Domain]
Restructuring Cost and Reserve [Line Items]
Impairment of long-lived assets							11,800,000
Railroad Transportation Equipment [Member]
Restructuring Cost and Reserve [Line Items]
Impairment of long-lived assets							$ 369,400,000
Net income (loss) attributable to noncontrolling interest [Member]
Restructuring Cost and Reserve [Line Items]
Impairment of long-lived assets			$ 81,300,000

[1] Impairment of long-lived assets during the three months ended June 30, 2020 relates to our small cube covered hopper railcars. See Note 11 for further information.

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Note 11. Restructuring Activities (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve	$ 0.1				$ 1.4				$ 0.1	$ 1.4
Severance Costs									0.3	7.7	$ 3.8
Payments for Restructuring									(1.6)
Restructuring activities, net	(2.6)	$ (0.1)	$ (0.7)	$ (0.3)	0.5	$ 4.7	$ 0.3	$ 5.4	(3.7)	10.9	14.6
Loss on Contract Termination										0.6
Gain (Loss) on Disposition of Assets									(4.0)	(2.7)
Restructuring and Related Cost, Incurred Cost									0.3
Non-cash impact of restructuring activities										5.3	10.8
Employee Severance [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve	$ 0.1				$ 1.4				0.1	1.4
Payments for Restructuring									(1.6)
Railcar Leasing and Management Services Group [Member]
Restructuring Cost and Reserve [Line Items]
Severance Costs									0.0	1.4	0.2
Restructuring activities, net									0.0	1.4	0.2
Loss on Contract Termination										0.0
Gain (Loss) on Disposition of Assets									0.0	0.0
Non-cash impact of restructuring activities										0.0	0.0
Rail Products Group [Member]
Restructuring Cost and Reserve [Line Items]
Severance Costs									0.3	4.0	0.7
Restructuring activities, net									0.3	1.3	0.7
Loss on Contract Termination										0.2
Gain (Loss) on Disposition of Assets									0.0	(2.9)
Non-cash impact of restructuring activities										0.0	0.0
Corporate Segment [Member]
Restructuring Cost and Reserve [Line Items]
Severance Costs									0.0	2.3	2.9
Restructuring activities, net									(4.0)	8.2	13.7
Loss on Contract Termination										0.4
Gain (Loss) on Disposition of Assets									$ (4.0)	0.2
Non-cash impact of restructuring activities										$ 5.3	$ 10.8

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Note 12. Accumulated Other Comprehensive Income Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	$ (17.0)	$ (30.9)
Other comprehensive income (loss), net of tax, before reclassifications	9.5	(11.7)
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	5.6	18.5
Settlement of pension plan, net of tax benefit of $—, $34.9, and $—	0.0	116.6	$ 0.0
Other Comprehensive Income (Loss), Net of Tax	(15.1)	(123.4)	35.0
Other comprehensive income (loss)	13.9	122.2
Reclassification from AOCI, Current Period, Tax	1.3	(5.1)
Other Comprehensive Income (Loss), Defined Benefit Plan, Adjustment for Settlement or Curtailment Gain (Loss), Tax	0.0	34.9	0.0
Accumulated Foreign Currency Adjustment Attributable to Parent [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	(1.3)	(1.3)	(1.3)
Other comprehensive income (loss), net of tax, before reclassifications	0.0	0.0
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	0.0	0.0
Settlement of pension plan, net of tax benefit of $—, $34.9, and $—		0.0
Other comprehensive income (loss)	0.0	0.0
Reclassification from AOCI, Current Period, Tax	0.0	0.0
Other Comprehensive Income (Loss), Defined Benefit Plan, Adjustment for Settlement or Curtailment Gain (Loss), Tax		0.0
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	(12.2)	(25.6)	(17.9)
Other comprehensive income (loss), net of tax, before reclassifications	9.2	(19.4)
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	5.4	12.9
Settlement of pension plan, net of tax benefit of $—, $34.9, and $—		0.0
Other comprehensive income (loss)	13.4	(7.7)
Reclassification from AOCI, Current Period, Tax	1.2	(3.5)
Other Comprehensive Income (Loss), Defined Benefit Plan, Adjustment for Settlement or Curtailment Gain (Loss), Tax		0.0
Accumulated Defined Benefit Plans Adjustment, Net Gain (Loss) Attributable to Parent [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	(3.5)	(4.0)	(133.9)
Other comprehensive income (loss), net of tax, before reclassifications	0.3	7.7
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	0.2	5.6
Settlement of pension plan, net of tax benefit of $—, $34.9, and $—		116.6
Other comprehensive income (loss)	0.5	129.9
Reclassification from AOCI, Current Period, Tax	0.1	(1.6)
Other Comprehensive Income (Loss), Defined Benefit Plan, Adjustment for Settlement or Curtailment Gain (Loss), Tax		34.9
Accumulated Gain (Loss), Net, Cash Flow Hedge, Noncontrolling Interest [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Other Comprehensive Income (Loss), Net of Tax	(1.2)	(1.2)
Noncontrolling Interest [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Other Comprehensive Income (Loss), Net of Tax	(1.2)	(1.2)	(1.3)
AOCI Attributable to Parent [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	(17.0)	(30.9)	(153.1)
Other Comprehensive Income (Loss), Net of Tax	$ (13.9)	$ (122.2)	$ 36.3

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Note 13. Common Stock and Stock-based Compensation Stockholders Equity (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended					12 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Sep. 09, 2021	Apr. 29, 2021	Oct. 23, 2020	Mar. 07, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Treasury Stock, Value, Acquired, Cost Method							$ 193.1	$ 224.7
Stock Repurchase Program, Remaining Authorized Repurchase Amount		$ 0.0
Share-based Payment Arrangement, Cash Used to Settle Award	$ 100.0
Private Share Repurchase Agreement
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock Repurchase Program, Number of Shares Authorized to be Repurchased	8,800,000					8,800,000				8,100,000
Stock Repurchase Program, Authorized Amount	$ 250.0					$ 250.0				$ 222.5
Treasury Stock Acquired, Average Cost Per Share	$ 28.49		$ 27.47
Treasury Stock Acquired, Discount Percentage	3.50%					3.50%				3.50%
2020-2021 Share Repurchase Program
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock Repurchase Program, Authorized Amount											$ 250.0	$ 250.0
Stock Repurchase Program, Remaining Authorized Repurchase Amount			$ 77.1	$ 145.4	$ 182.2		$ 182.2
Total Shares Repurchased Under Program	9,522,882					9,522,882
Total Shares Repurchased Under Program, Value	$ 250.0					$ 250.0
2021-2022 Share Repurchase Program
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock Repurchase Program, Authorized Amount									$ 250.0
Treasury Stock, Value, Acquired, Cost Method						706.6
Stock Repurchase Program, Remaining Authorized Repurchase Amount	$ 98.1	$ 250.0				$ 98.1
Total Shares Repurchased Under Program	5,155,491					5,155,491
Total Shares Repurchased Under Program, Value	$ 151.9					$ 151.9
Accelerated Share Repurchase Program
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock Repurchase Program, Authorized Amount	$ 125.0					125.0
Treasury Stock, Shares, Acquired	3,300,000
Treasury Stock, Value, Acquired, Cost Method						125.0
Stock Repurchase Program, Remaining Authorized Repurchase Amount	$ 73.1					$ 73.1
Treasury Stock [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Treasury Stock, Shares, Acquired		2,815,307				28,500,000	9,300,000	13,700,000
Treasury Stock, Value, Acquired, Cost Method						$ 806.6	$ 193.1	$ 294.7
Treasury Stock [Member] | 2020-2021 Share Repurchase Program
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Treasury Stock, Shares, Acquired			2,440,793	1,291,860	2,974,922
Treasury Stock, Value, Acquired, Cost Method		$ 77.1	$ 68.3	$ 36.8	$ 67.8
Treasury Stock [Member] | 2021-2022 Share Repurchase Program
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Treasury Stock, Shares, Acquired	5,155,491	0				25,200,000
Treasury Stock, Value, Acquired, Cost Method	$ 151.9	$ 0.0				$ 706.6
Treasury Stock [Member] | Accelerated Share Repurchase Program
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Treasury Stock, Shares, Acquired						3,300,000
Treasury Stock, Value, Acquired, Cost Method						$ 100.0
Additional Paid-in Capital [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Treasury Stock, Value, Acquired, Cost Method								$ 70.0
Additional Paid-in Capital [Member] | Accelerated Share Repurchase Program
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Treasury Stock, Value, Acquired, Cost Method						$ (25.0)

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Note 13. Common Stock and Stock-based Compensation Stock Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
		Dec. 31, 2021		Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized		20,150,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant		1,951,736
Stock-based compensation expense		$ 20.7		$ 25.4	$ 27.8
Share-based Payment Arrangement, Expense, Tax Benefit		10.7		$ 0.4	$ 6.6
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value		$ 0.0
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price		$ 21.61
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price				$ 21.61
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate				1.48%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term				6 years 6 months
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate				35.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate				3.42%
Restricted Shares Outstanding, Converted	[1]	$ 0.5
Share-based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Period Increase (Decrease)		300,000		300,000
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price		$ 5.26		$ 5.26
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period		0
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price		$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period		0
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price		$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period		0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price		$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term		8 years 1 month 6 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value		$ 2.6
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount		$ 0.6
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition		1 year 1 month 6 days
Restricted Share Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount		$ 24.2
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition		2 years 8 months 12 days
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period		1 year
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number		2,689,565	[1]	3,798,431
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value		$ 22.09		$ 20.06
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period		663,216
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value		$ 28.41		$ 18.62	$ 22.20
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period		(1,307,435)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value		$ 19.27
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures		(464,647)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value		$ 22.45
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value		$ 25.2		$ 39.1	$ 26.4
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount		$ 6.8
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition		1 year 2 months 12 days
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number		1,155,281		1,235,172
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value		$ 23.28		$ 24.17
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period		240,931
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value		$ 30.85		$ 20.31	$ 22.22
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period		(221,513)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value		$ 32.37
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures		(99,309)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value		$ 32.37
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value		$ 7.2		$ 0.1	$ 0.0
Minimum [Member] | Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period		3 years
Maximum [Member] | Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period		4 years

[1] (1) The balance of restricted share awards outstanding at December 31, 2021 includes approximately 0.5 million restricted shares for Arcosa employees that were converted under the shareholder method at the time of the Arcosa spin-off. These restricted shares will be released to Arcosa employees upon vesting, but as of the spin-off date, Trinity no longer records the compensation expense associated with these shares.

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Note 14. Earnings Per Common Share Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended																12 Months Ended
	Dec. 31, 2021		Sep. 30, 2021		Jun. 30, 2021		Mar. 31, 2021		Dec. 31, 2020		Sep. 30, 2020		Jun. 30, 2020		Mar. 31, 2020		Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Income (loss) from continuing operations	$ 21.6		$ 25.5		$ (2.8)		$ (5.0)		$ (133.2)		$ 19.0		$ (294.6)		$ 158.3		$ 39.3	$ (250.5)	$ 122.4
Less: Net loss attributable to noncontrolling interest	(5.8)		(3.9)		7.9		2.0		(0.6)		(0.8)		80.9		(0.6)		0.2	78.9	1.5
Unvested restricted share participation – continuing operations																	0.0	0.0	(1.7)
Net income (loss) from continuing operations attributable to Trinity Industries, Inc.																	39.5	(171.6)	122.2
Income from discontinued operations, net of provision for income taxes of $3.5, $5.5, and $1.7	(13.2)		10.4		7.6		6.3		$ 6.6		$ 6.9		$ 6.8		$ 4.0		11.1	24.3	13.7
Gain on sale of discontinued operations, net of provision for income taxes of $51.9, $—, and $—	$ 131.4		$ 0.0		$ 0.0		$ 0.0										131.4	0.0	0.0
Unvested restricted share participation – discontinued operations																	0.0	0.0	(0.1)
Net income from discontinued operations attributable to Trinity Industries, Inc.																	142.5	24.3	13.6
Net income (loss) attributable to Trinity Industries, Inc., including the effect of unvested restricted share participation																	$ 182.0	$ (147.3)	$ 135.8
Basic weighted average shares outstanding																	101.5	115.9	125.6
Effect of dilutive securities																	2.3	0.0	1.7
Diluted weighted average shares outstanding																	103.8	115.9	127.3
Income (loss) from continuing operations	$ 0.16	[1]	$ 0.22	[1]	$ 0.05	[1]	$ (0.03)	[1]	$ (1.19)	[1]	$ 0.15	[1]	$ (1.82)	[1]	$ 1.32	[1]	$ 0.39	$ (1.48)	$ 0.98
Income from discontinued operations	1.23	[1]	0.11	[1]	0.07	[1]	0.06	[1]	0.06	[1]	0.06	[1]	0.06	[1]	0.04	[1]	1.40	0.21	0.11
Basic net income (loss) attributable to Trinity Industries, Inc.	1.39	[1]	0.33	[1]	0.12	[1]	0.03	[1]	(1.13)	[1]	0.21	[1]	(1.76)	[1]	1.36	[1]	1.79	(1.27)	1.09
Income (loss) from continuing operations	0.16	[1]	0.22	[1]	0.05	[1]	(0.03)	[1]	(1.19)	[1]	0.15	[1]	(1.82)	[1]	1.30	[1]	0.38	(1.48)	0.96
Income from discontinued operations	1.21	[1]	0.11	[1]	0.07	[1]	0.06	[1]	0.06	[1]	0.06	[1]	0.06	[1]	0.03	[1]	1.37	0.21	0.11
Diluted net income (loss) attributable to Trinity Industries, Inc.	$ 1.37	[1]	$ 0.33	[1]	$ 0.12	[1]	$ 0.03	[1]	$ (1.13)	[1]	$ 0.21	[1]	$ (1.76)	[1]	$ 1.33	[1]	$ 1.75	$ (1.27)	$ 1.07
Restricted Stock [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount																	0.1	0.0	0.2
Share-based Payment Arrangement, Option [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount																	0.0	0.0	0.0

[1] The sum of the quarters may not necessarily be equal to the full year net income per common share amount.

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Note 15. Commitments and Contingencies Commitments and Contingencies (Details) - USD ($) $ in Millions		12 Months Ended
	Jun. 09, 2015	Dec. 31, 2021	Mar. 31, 2021
Loss Contingencies [Line Items]
Loss Contingency, Receivable		$ 10.3
Former Gain Contingency, Recognized in Current Period		7.8
Property, Plant and Equipment, Additions		4.9
Minimum [Member]
Loss Contingencies [Line Items]
Loss Contingency, Estimate of Possible Loss		37.4
Maximum [Member]
Loss Contingencies [Line Items]
Loss Contingency, Estimate of Possible Loss		55.4
Environmental and Workplace Matters [Member]
Loss Contingencies [Line Items]
Loss Contingency Accrual		1.3
Loss from Catastrophes
Loss Contingencies [Line Items]
Loss Contingency, Receivable			$ 1.2
Loss Contingency, Receivable, Proceeds		17.8
Damage from Fire, Explosion or Other Hazard
Loss Contingencies [Line Items]
Loss Contingency, Receivable, Proceeds		8.1
Collectibility of Receivables
Loss Contingencies [Line Items]
Loss Contingency, Receivable, Proceeds		1.2
Joshua Harman, False Claims Act [Member] | Highway Products Litigation [Member]
Loss Contingencies [Line Items]
Loss Contingency, Judgment Entered, Value	$ 682.4
State, County, and Municipal Actions [Member] | Highway Products Litigation [Member]
Loss Contingencies [Line Items]
Loss Contingency Accrual		0.0
Missouri Class Action | Highway Products Litigation [Member]
Loss Contingencies [Line Items]
Loss Contingency, Estimate of Possible Loss		23.9
Loss Contingency, Estimate of Possible Loss, Net of Tax		18.3
Accrued Liabilities [Member]
Loss Contingencies [Line Items]
Loss Contingency Accrual		$ 37.8

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Note 16. Selected Quarterly Financial Data (Details) - USD ($)	3 Months Ended																12 Months Ended
	Dec. 31, 2021		Sep. 30, 2021		Jun. 30, 2021		Mar. 31, 2021		Dec. 31, 2020		Sep. 30, 2020		Jun. 30, 2020		Mar. 31, 2020		Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenues	$ 472,200,000		$ 419,800,000		$ 293,300,000		$ 330,700,000		$ 359,700,000		$ 396,800,000		$ 439,900,000		$ 553,300,000		$ 1,516,000,000	$ 1,749,700,000	$ 2,752,400,000
Cost of revenues:	375,700,000		337,400,000		202,100,000		246,300,000		254,400,000		288,900,000		344,500,000		439,600,000		1,161,500,000	1,327,400,000	2,178,400,000
Selling, engineering, and administrative expenses:	42,900,000		45,800,000		46,200,000		44,700,000		47,500,000		42,900,000		48,600,000		50,600,000		179,600,000	189,600,000	217,000,000.0
Gains on dispositions of property:	13,000,000.0		41,600,000		12,100,000		11,500,000		100,000		3,700,000		6,600,000		9,600,000		78,200,000	20,000,000.0	54,400,000
Impairment of long-lived assets									27,000,000.0		0		369,400,000	[1]	0		0	396,400,000	0
Restructuring activities, net	(2,600,000)		(100,000)		(700,000)		(300,000)		500,000		4,700,000		300,000		5,400,000		(3,700,000)	10,900,000	14,600,000
Total operating profit (loss)	69,200,000		78,300,000		57,800,000		51,500,000		30,400,000		64,000,000.0		(316,300,000)		67,300,000		256,800,000	(154,600,000)	396,800,000
Nonoperating Income (Expense)	41,100,000		44,500,000		63,500,000		52,500,000		205,900,000	[2]	53,700,000		52,300,000		58,100,000		201,600,000	370,000,000.0	215,600,000
Income (loss) from continuing operations before income taxes	28,100,000		33,800,000		(5,700,000)		(1,000,000.0)		(175,500,000)		10,300,000		(368,600,000)		9,200,000		55,200,000	(524,600,000)	181,200,000
Provision (benefit) for income taxes:	6,500,000		8,300,000		(2,900,000)		4,000,000.0		(42,300,000)		(8,700,000)		(74,000,000.0)		(149,100,000)		15,900,000	(274,100,000)	58,800,000
Income (loss) from continuing operations	21,600,000		25,500,000		(2,800,000)		(5,000,000.0)		(133,200,000)		19,000,000.0		(294,600,000)		158,300,000		39,300,000	(250,500,000)	122,400,000
Gain on sale of discontinued operations, net of provision for income taxes of $51.9, $—, and $—	131,400,000		0		0		0										131,400,000	0	0
Income from discontinued operations, net of provision for income taxes of $3.5, $5.5, and $1.7	(13,200,000)		10,400,000		7,600,000		6,300,000		6,600,000		6,900,000		6,800,000		4,000,000.0		11,100,000	24,300,000	13,700,000
Net income (loss)	139,800,000		35,900,000		4,800,000		1,300,000		(126,600,000)		25,900,000		(287,800,000)		162,300,000		181,800,000	(226,200,000)	136,100,000
Net loss attributable to noncontrolling interest	5,800,000		3,900,000		(7,900,000)		(2,000,000.0)		600,000		800,000		(80,900,000)		600,000		(200,000)	(78,900,000)	(1,500,000)
Net income (loss) attributable to Trinity Industries, Inc.	$ 134,000,000.0		$ 32,000,000.0		$ 12,700,000		$ 3,300,000		$ (127,200,000)		$ 25,100,000		$ (206,900,000)		$ 161,700,000		$ 182,000,000.0	$ (147,300,000)	$ 137,600,000
Income (loss) from continuing operations	$ 0.16	[3]	$ 0.22	[3]	$ 0.05	[3]	$ (0.03)	[3]	$ (1.19)	[3]	$ 0.15	[3]	$ (1.82)	[3]	$ 1.32	[3]	$ 0.39	$ (1.48)	$ 0.98
Income from discontinued operations	1.23	[3]	0.11	[3]	0.07	[3]	0.06	[3]	0.06	[3]	0.06	[3]	0.06	[3]	0.04	[3]	1.40	0.21	0.11
Basic net income (loss) attributable to Trinity Industries, Inc.	1.39	[3]	0.33	[3]	0.12	[3]	0.03	[3]	(1.13)	[3]	0.21	[3]	(1.76)	[3]	1.36	[3]	1.79	(1.27)	1.09
Income (loss) from continuing operations	0.16	[3]	0.22	[3]	0.05	[3]	(0.03)	[3]	(1.19)	[3]	0.15	[3]	(1.82)	[3]	1.30	[3]	0.38	(1.48)	0.96
Income from discontinued operations	1.21	[3]	0.11	[3]	0.07	[3]	0.06	[3]	0.06	[3]	0.06	[3]	0.06	[3]	0.03	[3]	1.37	0.21	0.11
Diluted net income (loss) attributable to Trinity Industries, Inc.	$ 1.37	[3]	$ 0.33	[3]	$ 0.12	[3]	$ 0.03	[3]	$ (1.13)	[3]	$ 0.21	[3]	$ (1.76)	[3]	$ 1.33	[3]	$ 1.75	$ (1.27)	$ 1.07
Manufacturing [Member]
Revenues	$ 291,200,000		$ 234,500,000		$ 108,300,000		$ 147,400,000		$ 170,600,000		$ 213,100,000		$ 247,300,000		$ 317,200,000		$ 781,400,000	$ 948,200,000	$ 1,636,100,000
Cost of revenues:	281,900,000		238,800,000		99,600,000		149,600,000		164,900,000		202,500,000		241,600,000		301,000,000.0		769,900,000	910,000,000.0	1,462,200,000
Selling, engineering, and administrative expenses:																	32,500,000	38,600,000	60,100,000
Leasing [Member]
Revenues	181,000,000.0		185,300,000		185,000,000.0		183,300,000		189,100,000		183,700,000		192,600,000		236,100,000		734,600,000	801,500,000	1,116,300,000
Cost of revenues:	$ 93,800,000		$ 98,600,000		$ 102,500,000		$ 96,700,000		$ 89,500,000		$ 86,400,000		$ 102,900,000		$ 138,600,000		391,600,000	417,400,000	716,200,000
Selling, engineering, and administrative expenses:																	$ 50,600,000	$ 51,300,000	$ 49,500,000

[1] Impairment of long-lived assets during the three months ended June 30, 2020 relates to our small cube covered hopper railcars. See Note 11 for further information.

[2] Other expense during the three months ended December 31, 2020 includes $151.5 million related to the settlement of our Pension Plan. See Note 10 for further information.

[3] The sum of the quarters may not necessarily be equal to the full year net income per common share amount.

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Label	Element	Value
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	$ 350,800,000