Trinity Industries, Inc.

Good day and welcome to the Trinity Industries fourth quarter and full year-ended December 31, 2025 results conference call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing star then zero on your telephone keypad. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star then one on your telephone keypad. To withdraw your question, please press star then 2. Please note this event is being recorded. Before we get started, let me remind you that today's conference call contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995 and includes statements as to estimates, expectations, intentions, and predictions of future financial performance. Statements that are not historical facts are forward-looking. Participants are directed to Trinity's Form 10-K and other SEC filings for a description of certain of the business issues and risks, a change in any of which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. I would now like to turn the conference over to Leigh Ann Mann, Vice President of Investor Relations. Please go ahead.

Thank you, Operator. Good morning, everyone. We appreciate you joining us for the company's fourth quarter and full year 2025 Financial Results Conference Call. Our prepared remarks will include comments from Gene Savage, Trinity's Chief Executive Officer and President, and Eric Marchetto, the company's Chief Financial Officer. We will hold a Q&A session following the prepared remarks from our leaders. During the call today, we will reference certain non-GAAP financial metrics. The reconciliations of the non-gap metrics to comparable gap measures are provided as the appendix of the quarterly investor slides, which are accessible on our investor relations website at www.tren.net. These slides are under the events and presentations portion of the website, along with the fourth quarter earnings conference call event link. A replay of today's call will be available after 1030 a.m. Eastern time through midnight on February 19th, 2026. Replay information is available under the events and presentations page on our investor relations website. It is now my pleasure to turn the call over to Jean.

Thank you, Leigh Ann, and good morning, everyone. Our 2025 results demonstrate the durability of Trinity's business model and the effectiveness of our strategy across the cycle. We are intentionally structured to generate resilient earnings, strong cash flow, and attractive returns and a wide range of market conditions. And this year's performance reinforces that positioning. For the full year, we delivered earnings per share of $3.14, representing a 73% year-over-year increase, and achieved an adjusted return on equity of 24.4%, up 67% from the prior year. These results reflect the strength of our leasing platform, disciplined execution in the secondary market, and resilient manufacturing performance in a low-volume environment, and a significant year-end transaction that not only enhanced earnings but also highlighted the substantial embedded value of the railcar assets on our balance sheet. Looking ahead to 2026, we are introducing an EPS guidance range of $1.85 to $2.10. Our guidance reflects confidence in the durability of our earnings and the visibility of our leasing cash flows. Lease rates continue to trend higher, supported by healthy demand, even as the pace of growth moderates in certain railcar categories. The buying and selling of railcars is a key value driver of Trinity's business model. We expect industry deliveries of approximately 25,000 rail cars in 2026, well below replacement levels, but reflective of current industry backlogs. Importantly, despite lower delivery volumes, we expect solid operating margins driven by disciplined execution and the realization of the cost actions we have implemented. Eric will walk through our expectations for 2026 in more detail shortly. I'll begin with a brief market overview, followed by a closer look at our fourth quarter and full year performance. The North American railcar fleet continued to rationalize in 2025 with retirements exceeding new deliveries, resulting in a net fleet contraction. In 2025, approximately 31,000 rail cars were delivered, while more than 38,000 older cars were retired. At the same time, rail network fluidity has shown meaningful and sustained improvements. As efficiency has improved, rail cars in storage rose above 21% for the first time since 2021, reflecting faster cycle times and the normalization of carload demand. While our 2026 delivery expectations are muted, we are optimistic about the pickup we have seen in inquiry levels and orders in the fourth quarter. We remain disciplined in our order intake while maintaining readiness to respond as demand strengthens. In 2026, agriculture, energy, and non-residential construction in markets are showing strength. Headlines remain in key consumer and chemical markets, like automobiles and chloralkylides. I will now highlight segment performance for the quarter, beginning with the railcar leasing and services segment, which includes leasing, maintenance, and digital and logistics services. The leasing and services business remains the foundation of Trinity's earning stability. Full-year revenues increased 5.5% year-over-year, driven by higher lease rates and net fleet growth. Net lease fleet investment totaled $350 million at the high end of our guidance range, and we used the secondary market effectively as both a buyer and a seller to strategically grow and strengthen the composition of our lease fleet. Segment operating profit increased 53% year-over-year, supported by the railcar partnership restructuring we completed with Napier Park in December, recording a $194 million non-cash gain in the segment. Additionally, we recorded $56 million in gains on railcar sales in the fourth quarter, resulting in a full-year gain of $91 million. Fleet utilization remained strong at 97.1%, with renewal success of 73% in the fourth quarter. While the future lease rate differential, or FLRD, moderated to a 6% as renewal growth normalized, renewing rates were 27% higher than expiring rates. We believe there is still significant room for lease rate expansion and remain very positive about this business. Eric will walk through the financial impacts of our recently completed railcar partnership restructuring, but I did want to highlight the change in fleet composition. The transaction simplified our ownership structure, resulting in approximately 17,100 railcars removed from the partially owned railcar category. We assume full ownership of 6,235 rail cars. The remaining rail cars move from partially owned to investor owned, which will reduce reported revenue and operating profit, but this impact is largely offset by a corresponding reduction in minority interest. The restructuring simplified our ownership structure, increased transparency, and improved earnings, while maintaining economic value. Rail products delivered a full year operating margin of 5.2% within guidance, despite deliveries declining 46%. Cost discipline, automation, and workforce actions enabled profitability in a low volume environment. Additionally, the headcount rationalization decisions we made in 2025 have right-sized the organization for the current reality and allow us to maintain profitability. With an aging fleet and continued net retirements, we expect demand to return over time, allowing meaningful margin expansion as volumes recover. In the fourth quarter, we recorded a one-time credit loss related to a customer receivable within rail products. This charge was included in SENA and reduced the rail products group operating margin by 190 basis points for the quarter. This was an isolated incident and not reflective of ongoing performance. Before I hand it over to Eric to provide more details on our 2025 financial performance and 2026 guidance, I want to reiterate that Trinity is designed to perform in a wide range of demand environments. Our results and guidance clearly demonstrate the actions we have taken over the last several years have led to a more durable platform. This includes integrating new technologies to optimize our business and lower the break-even point. For example, we have been investing in AI as a core operating capability, not as a standalone technology initiative. Working with partners like Palantir and Databricks, we've embedded AI directly into our manufacturing, logistics, and financial workflows. Practically, that means we are using AI to identify and redeploy material that historically would have been scrapped, improving yield and protecting margin. We've also implemented an AI-enabled inquiry to delivery process, giving us end-to-end visibility and faster decision-making. In logistics, AI-driven agents enhance our advanced shipping notices, improving accuracy and timeliness. We've extended those same models into accounts receivable, reducing disputes and accelerating collections. The cumulative impact has been improved working capital, higher productivity, and more predictable execution across the enterprise. Importantly, these are not pilot programs. They are embedded in how we run the business today, and they continue to scale. We are excited at the impact these initiatives are having on their business now and in the future. I'll now turn the call over to Eric to talk through financial results and their guidance for 2026.

Thank you, Jean, and good morning, everyone.

Before I talk through our financial statements, I want to take a moment to walk through our recent strategic railcar partnership restructuring and what it means for Trinity. Prior to this transaction, approximately 23,000 rail cars held in our TRIP and RIV partnership vehicles were partially owned but fully consolidated on our balance sheet and carried at cost. As part of a new fundraise by Napier Park, we began simplifying the fleet structure. We took full ownership of the TRP 2021 fleet, approximately 6,235 rail cars, and Napier Park assumed full ownership of the Triumph fleet, approximately 10,850 rail cars. The transacted value of the Triumph fleet was significantly higher than our book value, which resulted in a $194 million non-cash gain on the disposition. Our rail car leasing fleet now consists of 101,000 rail cars in our balance sheet and 45,000 rail cars under management as part of our rail car investment vehicles, or RIVs. Our RIV program provides service and revenue of approximately $20 million per year, which is part of our leasing operations. The RIV program also provides scale for our platform, which enhances the unique view we have of the North American railcar market. Furthermore, this railcar partnership transaction underscores the embedded value in our assets. We have over 101,000 rail cars on our balance sheet carried at a cost of $6.3 billion. We estimate that the market value of these rail cars will be approximately 35% to 45% higher than the carrying value, which demonstrates the estimated 3% to 4% annual appreciation we have seen in rail car values over the last 20 years. While lease rates have increased, they have not increased at the same pace as rail car asset appreciation. We can choose to generate value from our rail cars over the long term by holding them in our fleet as lease rates continue to rise or by selling them.

This gives us conviction in the long-term returns of the business.

Moving to the income statement, we ended the year with fourth quarter revenue of $611 million and full year revenue of $2.2 billion. This is down year-over-year due to lower external rev card deliveries. Our fourth quarter earnings per share of $2.31 reflects a strong end of the year and an impact of approximately $1.50 from the fourth quarter rev card partnership restructuring. Full year EPS of $3.14 was up 73% year-over-year In line with our guidance of $3.05 to $3.20, before the impact of the RevCar partnership restructuring, our 2025 performance was above the midpoint of our previous guidance.

Moving to the cash flow statement.

Our full-year cash flow from continuing operations was $367 million. Our full-year net lease fleet investment was $350 million at the top of our guidance range. reflecting our conviction in deploying capital in their own fleet. Additionally, we returned $170 million in 2025 to our shareholders for dividends paid and share repurchases. In December, we raised our quarterly dividend to $0.31 per share, marking seven consecutive years of dividend growth with an annualized growth rate of 9%.

This reflects Trinity's commitment to returning capital to shareholders. We are ending the year with a strong balance sheet.

We have liquidity of $1.1 billion through cash, revolver availability, and our warehouse. Our loan-to-value for the wholly-owned lease fleet is 70.2%. The increase in our LTV was the result of the debt restructuring we completed in October, as well as the addition of the TRP 2021 fleet to our wholly-owned fleet. We are very comfortable with the leverage on our fleet and are regularly refinancing our railcars as our debt amortizes to keep our debt in an appropriate range. Our balance sheet gives us the flexibility we need to effectively deploy capital and run our business. And now I'd like to talk about our expectations for 2026. As Gene noted, we are expecting industry deliveries of about 25,000 railcars, and we expect to maintain our historical market share of those deliveries. Despite the lower level of new rail cars, we expect to maintain a rail product segment operating margin of 5% to 6% for the full year. We expect the secondary market to remain active and anticipate gains of $120 to $140 million in 2026. We see an opportunity to further simplify our fleet structure and contribute the remaining partially owned rail cars to our manage Napier Park fleet in the second quarter. While this transaction is not complete, we have included the anticipated gains in our full year guidance. We expect leasing and services full year segment margins of 40 to 45%, including the impact of gains and any further railcar partnership restructuring activities. In addition to the gains, we expect higher lease rates to contribute to a higher operating margin, offset by higher fleet maintenance activity in 2026. We expect a full-year net lease fleet investment of $450 to $550 million, reflecting new lease originations, secondary market sales and purchases, and fleet modifications and sustainable conversions. We expect operating and administrative capex of $55 to $65 million which includes further investment in automation, technology, and modernization of facilities and processes. We expect slightly lower S&A costs in 2026. We expect a full year tax rate of approximately 25% to 27% for the full year. And finally, we expect a full year EPS of $1.85 to $2.10. We have made structural changes to our business over the last few years that have improved our profitability and returns throughout the economic cycle. With our 2026 guidance, I would also like to close with an update on our three-year targets we set at our 2024 investor day. As you recall, we introduced three enterprise KPIs with targets over the 2024 to 2026 timeframe. Net lease fleet investment, cash flow from operations with net gains on lease portfolio sales, and adjusted return on equity. First, our three-year net lease fleet investment target was $750 million to $1 billion over the three years. To date, we have invested $531 million, and with our 2026 guidance, we'll be at the top end of this range. Second, Our cash flow for operations with net gains on least portfolio sales target was $1.2 billion to $1.4 billion over the period. To date, we have achieved $1.1 billion, and with our current guidance, we expect to exceed this range. It is important to note this excludes non-cash gains. Finally, we set an adjusted ROE target of 12% to 15%. We ended 2024 with an adjusted ROE of 14.6% and ended 2025 with an adjusted ROE of 24.4%, averaging 19.5% over the first two years of the planning period. These targets were introduced with the overall guidance of approximately 120,000 industry railcar deliveries over the period. Our current outlook reflects deliveries of approximately 100,000 units. Importantly, this demonstrates the strength and flexibility of our operating model. We have proactively aligned our business to match evolving market conditions while continuing to deliver on our financial commitments. As Gene noted, our 2025 results underscore the strength and resilience of our platform and our ability to deliver attractive returns in a more challenging operating environment. As we look ahead to 2026, we remain highly confident in our trajectory. With the disciplined execution, continued cost rationalization, and a flexible platform, we believe we are well positioned in the market. These strengths give us the foundation to navigate uncertainty, and more importantly, the capacity to generate meaningful, sustainable value for our shareholders over the long term.

Operator, we are now ready to take our first question.

We will now begin the question and answer session. To ask a question, you may press star then 1 on your telephone keypad. If you're using a speakerphone, please pick up your handset before pressing the keys. If at any time your question has been addressed and you would like to withdraw your question, please press star then 2. At this time, we will pause momentarily to assemble our roster. The first question comes from Harrison Bowers with Susquehanna. Please go ahead.

Hi, Gene. Eric, thanks for taking my question. Maybe just to start off high level on what you're seeing in demand, can you sort of talk about, you know, if you're seeing improving inquiry levels and if conversion times to actual firm orders are improving at all, beginning to compress, and just what the latest you're hearing from customers broadly You know, about tariffs, broader trade clarity, and some expectations for demand as the year progresses. Thank you.

Good question, Harrison. So, customers are engaged, but the decision cycles are still longer than they have been in the past. You know, it appears to be delaying orders. It's not destruction of the demand. When you look at the replacement demand fundamentals, they're still there. We have over 200,000 rail cars that are over 40 years old. And when you look at current inquiry levels, they are increased, which is encouraging. But as you heard, our expectations for 2025, or excuse me, 2026, are only 25,000. So we are seeing inquiry pick up. We think that may lead to return to replacement level demand in 27, but still expect 26 to be a little bit lower.

Thanks. And could you maybe touch on what your expectations are for improving inquiry levels and, you know, and how many incremental orders you might need to see to maybe backfill some space, you know, in bed and, what your guidance is for the year?

Sure. So when you look at what's going on in the marketplace right now with a lower demand, you're seeing some builders not being quite as disciplined. And so we are seeing some pressure on those margins and having to fight pretty hard on our typically the specialty cars we do really well and some of the other ones. So all the work we've been doing to lower our break even is really playing through in what you're seeing in our rail products group margin. And then for 26, we're still calling for the 5% to 6%. But it's aggressive out there. We're still being disciplined on what we're taking in and making sure that there are good orders that make sense for us to do. When you look at what we have to fill, we still have room in the back half of the year. So we'll continue to see that progress as we go through the different quarters the first half of this year.

Thanks. And could you maybe level set what you would expect margin cadence and maybe deliveries throughout the year, you know, even if directional, just to get a sense, you know, if there's anything, if any quarters are, you know, well above or below that 5% to 6% range that you called out?

Yeah, so you know we don't give quarterly guidance, but I would expect it to be fairly even throughout the year.

Great, thank you. Can you maybe speak a little bit more to the sort of easing FLRD, but also seeing the really positive renewals versus expiring and just what may be sequential lease rates are and how you would expect for those to perform throughout the year?

Sure. So the FLRD remains positive for the 18th consecutive quarter. And when you're looking at the renewal rates like you talked about, they're materially above expiring rates at 28.6% for the fourth quarter, and utilization improved quarter over quarter. What you're seeing from the moderation on the FLRD is really lapping prior strong repricing that we've had. But when you look at the value of these assets, we think it supports continued lease rate upside. I think you asked about quarterly and annually. Our average lease rate continues to go up quarter over quarter and year over year. So we're still seeing positive results there and expect to still have some headroom.

Thanks. And maybe taking a step back on leasing, you know, can you? maybe speak to your expectations on the potential for additional leasing consolidation, whether, you know, in the form of some of the partnership or reorganization that you've talked about, or if you would expect, you know, some further, you know, further consolidation in the space, and maybe what the level of private capital in the space, just maybe general overview on the competitive dynamics, you know, with regards to the leasing space.

Sure. Hey, Harrison, Eric, I'll take that one. We have seen some consolidation in the leasing space over the last few years. And that just speaks to the attractiveness of the asset class. We have seen capital looking to come in to the space. As you get out and speculate on what could happen in the future, I know there's capital there that would like to do things, but it takes two. And so I'm not anticipating anything in the near term. But, you know, there is still very active trading at more at the portfolio level and the asset level. And we would expect that to continue. When you talk about the partnerships, some of the private capital, you know, there's always possibility with that. But it seems like there's still an appetite to grow from that private capital, from a private capital standpoint.

Great, thanks. I'll pass it over and hop back in the queue if I have other questions. Thank you.

The next question comes from Andre Tomchak with Goldman Sachs. Please go ahead.

Hey, good morning, Gene, Eric, and Leanna. I appreciate you taking my questions. I just wanted to start a bigger picture as well. If we could just talk a little bit more about the guidance range that you laid out. Could you help translate sort of the low end versus the high end of the range relative to your expectations for customer demand through 2026? It might have been asked a little bit earlier, but I guess specific to the manufacturing deliveries, maybe what it means in terms of absolute levels of deliveries throughout the year, and then what you're expecting for ordering activity in the first half of this year in order to get to your full year targets. Thanks.

Yeah, so, Andre, thanks for the call. Let me see if I can help you through that. When you look at, you know, we talked about 25,000 deliveries for the industry. We haven't given any more detail on our deliveries other than it being our normal range of 30% to 40%. So that would imply, you know, you can imply what you get from the math. When you look at just the guidance range, so that's what you're going to get from rail products. And also, we gave you the margin of 5% to 6% there. And so that's kind of the big piece of it. You know, when you look at the range that we provided, you know, there's a pretty big range on the gains of $120 to $140 million. So that's also going to provide some of the the spacing between the low end and the high end.

Got it. That's helpful. And I think you called out 190 basis point margin headwind in manufacturing in the fourth quarter if I had that right. So I just wanted to clarify that point first. And then just what we should expect sort of off of that run rate if that's sort of an adjusted number. I think it would be closer to like 6.5% if I have that right for the fourth quarter for manufacturing. How do we think about, is it still just the 5% to 6% through the year, but maybe the first quarter starting off closer to the low end of that range? Or how do we think relative to that adjusted number?

So, well, we didn't adjust. We called out the difference in the reserve that we took. But when you think about it, as Gene mentioned, it should be relatively smooth. We did have, as we talked about in the third quarter on some of the specialty mix that we had, On the tank car side, in the third quarter, some of that carried through in the fourth quarter, so you got a little bit of benefit there as we get to more of a traditional mix going forward. That's where we're in the five to six. The five to six also with the volume that we're talking about, we're happy with that, especially with, as you mentioned, the amount of unsold space that we have. You talked about order cadence. I guess I didn't answer that previously. But, you know, last quarter their industry orders were about 5,800 units. And so, you know, that's kind of what we'd expect going forward in the near term to get to that 25,000 units for the year.

Understood. And it seems like we have a firm grasp on sort of the volume picture for manufacturing this next year. Curious if you could help out on the sort of revenue per unit in manufacturing. Are there any sort of notes to consider around mix in 2026 from a revenue per delivery perspective?

You'll get, I mean, at the lower levels, there's a little more tank car mix than freight car mix. Generally, those are a little higher unit pricing. As Gene mentioned, it's a competitive environment out there, so you've got a little bit of pricing pressure on the top end. And then we're trying to take, we've got our initiatives to take the costs out to preserve as much of the margin as we can at these lower volume levels. These are low volume levels that we're operating in, so every bit helps.

That makes sense. Maybe just shifting to leasing, just curious if you could dig in a little more on the initial feedback of the partnership restructuring deal that you completed in the fourth quarter, and then just the moving parts of that into 2026 regarding the level of your owned lease fleet through the year and the revenue per unit and leasing would be helpful as well. And then just on that, the moving parts, sort of the minority interest that you mentioned in 2026, maybe what level we should be thinking there or what you're baking in. Appreciate it.

Yeah. Okay. I'll start there. Let me just reset. Nathier Park, they've been a partner of ours since 2013. They're our longest partner. RIV partner, Railcar Investment Vehicle Partner. And as part of a new fundraise that they did, we divided these assets up in December. What we really like about it is we think it really demonstrates the value of the fleet. And recall, when you look at our fleet, our fleet's at, for the most part, most of our assets is at manufacturing costs. And so when you apply... a market value against a manufacturing cost basis, you get the types of gains that we saw in the fourth quarter. This increases our RIV program to about 45,000 rail cars, so a significant piece of our fleet. As I mentioned in my script, that provides about $20 million a year in fee income, which we really like that. It also provides a lot of scale for our business. 45,000 rail cars that we are the lessor on, that we run through our shops. It just provides a lot of scale for our business. Also, you mentioned the minority interest. This will help simplify our balance sheet when less partially owned and less minority interest comes out. It'll be simpler from an outside perspective. As we look ahead in 2026, We see an opportunity to do something similar with the remaining partially owned assets. We're including that in our gains guidance of $120 to $140 million. We would expect that to close in the second quarter. We don't have any of this. We don't have a price yet agreed to. We don't have a transit structure agreed. But we do have line of sight to that happening. And, you know, Nacre Park, while they haven't been a buyer yet, of assets for the last several years. With this new fund, we would see them as a potential buyer in the future of assets and kind of revive them as a buyer of assets. More to come on that. But I said a lot there. So just to kind of sum it up, it demonstrates the value of our fleet, especially when you compare it to market value to cost. And it's going to create opportunities for us going forward, both in terms of fee income and then potential transactions down the road.

That's a very helpful color. Just maybe to clarify on the one point then, is it fair to say in the second quarter we should expect more of the gains to occur relative to the full year target?

That's what I'm saying, yes. That is what I'm saying.

And then just one more broad question for mine to close out. Not sure how far you guys want to venture out, but however you can talk about this would be helpful. Just curious, sort of your level of confidence on 2026, marking a bottom for customer ordering activity or maybe industry delivery activity. Maybe if your customers are giving any indication that that could be true. And I guess the question is, what could cause the prolonged downturn to linger into 2027 from a risk perspective? Or is it just tough to envision that at this point, just given how long in the tooth it feels we are in this industrial slowdown or freight recession. Thanks again for the time.

Thank you, Andre. So when you look at what we're seeing in 2026, the rail traffic had improved besides the weather that we saw. So with car loads, we're improving. That's a good thing. We just heard the manufacturing hiring, the jobs report was up. So Even though we're not calling victory, we're saying we're starting to see signs that it's stabilized or bottomed out and starting to improve from there. The timing of that, your guess is as good as mine, but we really think that 26 may be that bottom and start to come out from there for 27.

Thanks for all the time this morning. Appreciate it.

Yeah, thank you. Thank you. This concludes our question and answer session. I would like to turn the conference back over to Jean Savage for any closing remarks.

Thank you. So Trinity is structurally stronger, more resilient, and better positioned today than in prior cycles. We'll remain disciplined and focused on continuing to drive improvements in our business. We are intentionally structured to generate resilient earnings and strong cash flow through disciplined lease pricing, active portfolio management, and balanced capital deployments.

Thank you for joining us today on today's earnings call.