This article discusses the prospects for the rail freight market in the UK, and the renewal of the franchises of rolling-stock leasing companies (ROSCOs). The industry faces the challenge of meeting the requirement for #8000M of investment during the next decade. This investment needs to be carefully phased, because of limited annual production capacity and continual growth. Even with 20-year franchises, ROSCOs will require an average residual-value period of 16 years, and franchise review breaks would increase this period. The total residual-value requirement will be about #4500M. Decisions on new and existing rolling stock, taken during franchise replacement, will influence investors towards a 30-year view or residual value. They seem likely to take a balanced view; a shorter-term view of useful life would lead to significantly more expensive rolling stock. Residual value and maintenance are inextricably linked. Manufacturers need even workflow to achieve product reliability and evolution, and they need to invest in improved testing facilities. ROSCOs and other financiers still have a large part to play in providing operating leases; they need to address the residual-value issue and fund much debt. Progress is good; the franchise-replacement process should lay the foundations for tremendous investment.