Partially-Owned Subsidiaries |
6 Months Ended |
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Jun. 30, 2026 | |
| Noncontrolling Interest [Abstract] | |
| Partially-Owned Leasing Subsidiaries | Investments in Railcar Partnerships and Other Affiliates 2026 Railcar Partnership Exchange Through our wholly-owned subsidiary, Trinity Industries Leasing Company (“TILC”), we previously formed TRIP Rail Holdings LLC ("TRIP Holdings") for the purpose of providing railcar leasing services in North America for institutional investors. Prior to the 2026 Exchange Transaction completed in April 2026 as defined and described below, TRIP Holdings was a direct, partially-owned subsidiary of TILC in which we had a controlling interest. See Note 7 for additional information regarding the debt of TRIP Holdings’ subsidiary, Tribute Rail LLC ("Tribute Rail"). In April 2026, TILC executed a contribution agreement (the “Contribution Agreement”) with, among others, Napier Park Rail Evergreen Fund GP LLC (“Napier Park”), a subsidiary of Napier Park Global Capital, one of our railcar investment partners since 2013 and a leading alternative credit platform. Pursuant to the Contribution Agreement, TILC contributed (i) its 42.56% membership interest in TRIP Holdings and (ii) its 0.2% membership interest in Triumph Rail Holdings LLC (“Triumph”) to NP SPE Holdings LP (“NP SPE”) in exchange for an 11.2% limited partnership interest in NP SPE (the “2026 Exchange Transaction”). TILC services all railcars owned by NP SPE. As a result of the 2026 Exchange Transaction, TILC no longer has any direct ownership interest in TRIP Holdings, Tribute Rail, or Triumph. The divestiture of TILC’s 42.56% membership interest in TRIP Holdings resulted in the deconsolidation of TRIP Holdings in our Consolidated Financial Statements. As TRIP Holdings did not represent a business, the divestiture was accounted for in accordance with ASC 610-20, Gains and losses from the derecognition of non-financial assets and resulted in the recognition of a non-cash pre-tax gain of $131.6 million during the three months ended June 30, 2026. The gain was computed based on (i) the fair value of noncash consideration received in the form of the 11.2% limited partnership interest in NP SPE of $112.9 million, (ii) the derecognition of the net assets associated with TRIP Holdings of $50.0 million, (iii) the derecognition of the related noncontrolling interest of $64.3 million, and (iv) the settlement of a working capital liability associated with the exchange transaction completed in December 2025. The net assets of TRIP Holdings primarily consisted of equipment on lease and long-term debt. The gain is reflected in the gain on divestiture of partially-owned leasing subsidiary line of our Consolidated Statements of Operations and is included in the operating results of the Leasing Group. Our limited partnership interest in NP SPE is recorded as an investment in an unconsolidated affiliate and accounted for using the equity method under ASC 323, Investments–Equity Method and Joint Ventures. See “Investments in Unconsolidated Affiliates—Railcar Investment Vehicle Partnerships” below for further information regarding this investment. The impacts of the 2026 Exchange Transaction are reflected in our Consolidated Financial Statements as of and for the six months ended June 30, 2026. Net income attributable to noncontrolling interest in our Consolidated Statements of Operations for the six months ended June 30, 2026 includes noncontrolling interest allocations related to TRIP Holdings through April 1, 2026. Net income attributable to noncontrolling interest in our Consolidated Statements of Operations for the three and six months ended June 30, 2025 includes noncontrolling interest allocations related to TRIP Holdings, Triumph, and RIV 2013. Investments in Unconsolidated Affiliates Railcar Investment Vehicle Partnerships In April 2026, we acquired an 11.2% limited partnership interest in NP SPE, which holds diversified railcar fleets through its subsidiaries. The remaining 88.8% membership interest in NP SPE is owned by affiliates of Napier Park. For additional information related to our acquisition of the 11.2% membership interest in NP SPE, see “2026 Railcar Partnership Exchange” above. Additionally, the Company and Wafra, Inc. (“Wafra”), a global alternative investment manager, are partners in a railcar investment vehicle (“RIV”) program between Trinity and certain funds managed by Wafra (“Wafra Funds”). As part of this program, a joint venture was formed, Signal Rail Holdings LLC (“Signal Rail”), which is currently owned 88.5% by Wafra Funds and 11.5% by TILC. TILC services all railcars owned by NP SPE and Signal Rail (collectively, the “RIV Partnerships”). Upon consideration under the variable interest entity ("VIE") model of ASC 810, Trinity has concluded that each of the RIV Partnerships meets the definition of a VIE. TILC has variable interests in the RIV Partnerships arising from its equity ownership positions and its role as the service provider. We determined that Trinity is not the primary beneficiary of the RIV Partnerships and therefore does not consolidate these entities as we do not have the power to direct the activities that most significantly impact the economic performance of the RIV Partnerships. We absorb portions of losses and/or receive portions of residual returns commensurate with our equity interests in these entities. In applying the guidance under ASC 323, we concluded that our investments in the RIV Partnerships should be accounted for under the equity method of accounting based on our equity ownership positions and our role as a service provider. As of June 30, 2026, the carrying value of TILC’s equity investments in the RIV Partnerships was $124.3 million, which is included in other assets in our Consolidated Balance Sheets. The carrying value of these investments represents our maximum exposure in the RIV Partnerships. India Railcar Leasing Joint Venture In June 2026, we acquired a 32.0% interest in Touax Texmaco Railcar Leasing Private Limited (“TTRL”), a railcar leasing company in India. TTRL is a joint venture with Touax Group, a global asset management company, and Texmaco Rail & Engineering Limited, a rail solution provider in India. Upon consideration under the VIE model of ASC 810, Trinity has concluded that TTRL does not meet the definition of a VIE. Additionally, we do not have a controlling financial interest in TTRL; however, based on our 32.0% ownership interest and ability to exercise significant influence, we account for our investment in TTRL under the equity method of accounting. As of June 30, 2026, the carrying value of our investment in TTRL was $37.6 million, which is inclusive of $1.6 million of transaction costs and is included in other assets in our Consolidated Balance Sheets. Investment in Consolidated Affiliate In 2023, the Company and a third party formed Trinity Global Ventures to deliver railcars and provide warranty support services in Saudi Arabia. Trinity Global Ventures is owned 51.0% by Trinity Rail Group, LLC ("Trinity Rail Group"), a wholly-owned subsidiary of the Company, and 49.0% by the third party. Upon consideration under the VIE model of ASC 810, Consolidation, Trinity has concluded that Trinity Global Ventures meets the definition of a VIE. Trinity Rail Group has a variable interest in Trinity Global Ventures arising from its 51.0% equity ownership position. We determined that Trinity is the primary beneficiary and therefore consolidates this entity as we have the power to direct the activities of the entity that most significantly impact its economic performance. At June 30, 2026, the carrying value of our investment in Trinity Global Ventures totaled $2.8 million, which is eliminated in consolidation.
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