INVESTOR PRESENTATION August 2019 – based on second quarter, June 30, 2019 financial data Investor Contact: TrinityInvestorRelations@trin.net Website: www.trin.net
Investor Presentation – August 2019 I. Trinity Industries, Inc. Overview and Key Investment Considerations 4 II. Railcar Market Overview 11 III. Trinity’s Integrated Rail Platform 16 – Railcar Leasing and Management Services Group 20 – Rail Products Group 25 IV. Financial Discussion and Strategic Objectives 30 V. Appendix 37 2
Forward Looking Statements Some statements in this presentation, which are not historical facts, are “forward‐looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward‐looking statements include statements about Trinity's estimates, expectations, beliefs, intentions or strategies for the future, and the assumptions underlying these forward‐looking statements, including, but not limited to, future financial and operating performance, future opportunities and any other statements regarding events or developments that Trinity believes or anticipates will or may occur in the future. Trinity uses the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” “guidance,” “projected,” “outlook,” and similar expressions to identify these forward‐looking statements. Forward‐looking statements speak only as of the date of this presentation, and Trinity expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward‐looking statement contained herein to reflect any change in Trinity’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by federal securities laws. Forward‐ looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations, including but not limited to risks and uncertainties regarding economic, competitive, governmental, and technological factors affecting Trinity’s operations, markets, products, services and prices, and such forward‐looking statements are not guarantees of future performance. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward‐ looking statements, see “Risk Factors” and “Forward‐Looking Statements” in Trinity’s Annual Report on Form 10‐K for the most recent fiscal year, as may be revised and updated by Trinity’s Quarterly Reports on Form 10‐Q, and Trinity’s Current Reports on Form 8‐K. 3
Trinity Industries, Inc. Overview • Trinity Industries, Inc. owns market‐leading businesses that provide railcar products and services in North America marketed under the trade name TrinityRail® • The Company services its customers through a unique integrated rail platform that combines premier railcar leasing and management services and a flexible rail manufacturing footprint to provide a single source for comprehensive rail transportation solutions • Trinity reports its financial operations through three business segments: – Railcar Leasing and Management Services Group – Rail Products Group External Revenue by Business Group(2) – All Other Group • In November 2018, the Company completed a spin‐off of its infrastructure‐related businesses effected through a tax‐free dividend to Trinity shareholders • Total Revenue and EBITDA* for LTM June 2019 was approximately $2.7 billion and $642 million respectively – Market Cap as of 6/30/19: $2.7 Billion – Enterprise Value as of 6/30/19: $7.2 Billion (4) – Current Shares Outstanding: ~ 128 million(1) (in $mms) (3) * See appendix for footnotes and reconciliation of non‐GAAP measures 4
Key Investment Considerations: a Value, Growth, and Capital Return Story Railcars are an attractive long‐term investment in a tax‐advantaged asset class that transport goods and commodities in a sustainable, environmentally‐friendly way Trinity’s integrated platform comprises leading market positions that offer distinct opportunities for growth and generates significant cash flow Heightened focus on driving return on equity performance and aspires to mid‐double digits returns over the railcar cycle Disciplined capital allocation approach for deploying a flexible and underlevered balance sheet Strong corporate cultural expectation for premier performance and experienced management team aligned with shareholder interests 5
Trinity’s Integrated Rail Platform: A Collaboration of Businesses Focused on a Strategic Purpose The TrinityRail platform includes a broad portfolio of railcar products and services across a wide landscape of end markets enabling customized solutions to fulfill each customer’s unique needs TrinityRail’s integrated platform of businesses work together to deliver innovative solutions that optimize the life‐cycle ownership and usage of railcar equipment 6
A Legacy of Evolutionary Growth and Focus on the Future A proven history of market leadership: A strong focus on market transformation: 1930’s‐ Trinity’s earliest legacy company was founded ‐ Optimize the ownership and usage of railcars to make rail transportation more economically attractive and compelling 1960’s‐ Enters railcar manufacturing industry ‐ Identify product design features and technology applications that enhance the productivity of railcars within their rail supply chain 1970’s‐ Enters railcar equipment leasing business ‐ Leverage data analytics and digital tools to enhance the customer experience 1980’s‐ Establishes a leading railcar manufacturing platform and enters railcar repair business ‐ Pursue new value propositions from innovative service solutions that generate premium recurring revenue sources 1990’s ‐ Enters railcar management services business ‐ Scale the lease fleet across the owned and managed platform in a disciplined, capital‐efficient manner 2000’s‐ Launches Railcar Investment Vehicle (RIV) platform for discrete institutional investment in railcar assets ‐ Expand railcar maintenance services business to offer industry‐ leading turn times for maintenance and compliance events 2010’s‐ Establishes market leadership position in railcar leasing ‐ Invest in advanced manufacturing technologies to enhance the 2018 ‐ Tax‐free spin‐off to concentrate focus on railcar flexibility of the manufacturing platform businesses See appendix for footnotes 7
Trinity’s Rail Platform is Built to Deliver Shareholder Value . The combined strength and cash flow generation Strong Free Cash Flow* Generation before Leasing CapEx capability of the integrated rail platform enables Trinity to meaningfully invest in high‐return growth Pre‐Spin Current Year Future Goal opportunities AND return substantial capital to shareholders . The integrated rail platform generates predictable ~$750M+ cash flows from long‐term leases and captures upside FCF demand in the rail cycle to maximize shareholder value (in $mms) . The synergies from TrinityRail’s integrated platform Potential Range create financial, operational, and strategic advantages: Stable Growth and Potential for Maximum Profitability Stable and predictable recurring revenues $700 Significant free cash flow generation $600 Cost‐advantaged railcar equipment sourcing $500 37% Tax‐advantaged lease fleet investment enhances economic Leasing $400 growth profit and offsets manufacturing taxable income Valuable sales channel to originate low‐risk organic growth $300 Actionable rail market intelligence $200 Increased customer touchpoints that generate new $100 products and services $0 (in $mms) 2014 2015 2016 2017 2018 2019 (P) Economic Profit ‐ Leasing Economic Profit ‐ Rail Products 8 * See appendix for reconciliation of non‐GAAP measures
Strategic Objectives to Improve Returns and Unlock Shareholder Value 3 Yr 2019 Long‐Term Pre‐Spin (P) ROE* Target ROE*(1) ROE* ROE* Target 11 ‐ 13% 6.3% 9.5% Average Mid Teens Financial Levers to Generate Operational Levers to Drive Improvement in Returns in the Greater Returns and Growth over Near Term the Longer Term • Reduce Trinity’s cost of capital through a more • Align corporate overhead to go‐forward Trinity optimized balance sheet business needs • Opportunistically deploy capital on high‐return • Expand operating margins through advanced accretive business investments to improve manufacturing and cost saving initiatives return on equity • Grow our maintenance services business to • Disciplined investment in the lease fleet utilizing improve service levels and reduce fleet a tax‐ and capital‐efficient approach maintenance costs • Disciplined capital allocation framework with • Innovate value‐add service solutions that meaningful and steady return of capital to generate additional recurring revenue sources shareholders *See appendix for footnotes and reconciliation of non‐GAAP measures 9
Improving Company Outlook for FY 2019 (as of 7/25/19) 2018 Results 2019 Guidance YoY Δ Expected Total EPS: $0.70 per share ~ $1.15 ‐ $1.35 ~ +79% at midpoint Corporate expenses: $149mm ~ $105 ‐ $115mm ~ ‐26% at midpoint Total Company Leasing & Management Revenues: $729mm ~ $760 ‐ $775mm ~ +5% at midpoint Leasing & Management OP: $292mm ~ $320 ‐ $330mm ~ +11% at midpoint Leasing Group Rail Products Revenue: $2.3B ~ $3.0 – $3.2B ~ +32% at midpoint Rail Products Operating Margin: 7.3% ~ 9.0 –9.5% ~ +200 basis points at midpoint Rail Products Group Positive Impact to EPS | Negative impact to EPS Any forward‐looking statements made by the Company speak only as of the date on which they are made. Except as required by federal securities law, the Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward‐looking statements, whether as a result of new information, subsequent events or otherwise. See appendix for footnotes 10
Railcar Market Overview 11
Railcars are an Attractive Long‐term Investment in an Undervalued Asset Class Stable and predictable Tax‐advantaged Serves as a natural cash flows asset class 50 year hard asset interestwith inflationrate hedge protection • Stable, predictable cash flows through • Superior risk‐adjusted returns; tax‐ • Rising interest rate environments long‐term leases with historically high advantaged return of capital have historically led to higher lease utilization throughout rail cycles • Traditional 7 year MACRS rates • Essential‐use assets that are vital to depreciation schedule compared to • Rent yields have historically shown lessee’s operations and revenue 35 year straight‐line book correlation with interest rates, generation depreciation to a 10% residual value Producer Price Index (PPI) and • Low credit defaults and prioritized • Low volatility for residuals industrial production asset class in event of bankruptcy • 100% immediate deduction for • Strong incentives for incumbent capital equipment under the 2017 lessee renewal Tax Act A green way to fuel the 50 year hard asset with Direct correlation to North American inflation protection GDP fundamentals supply chain • Railcars have economic useful lives of • Rail transportation and its • Railroads produce 75% less greenhouse 35‐50 years infrastructure are critical components gas emissions than trucking. • Long‐lived, essential‐use, servicing‐ of the supply chain that is core to U.S. • Railroads move 1/3 of all U.S. exports intensive equipment, with positive industrial production and domestic intercity freight volume, yield relationship to inflation • Railcar loading volumes directly but only account for 0.6% of total • Low risk of technological correlate to overall GDP greenhouse emissions. obsolescence fundamentals and encapsulate the • At the end of their useful lives, railcars • Active secondary market provides dynamics of specific railcar are generally sold for scrap support for strong asset valuations submarkets, each with different • A railcar can be fully recycled through demand drivers scrap and salvage See appendix for source info 12
Rail Transportation is an Integral Component of the North American Industrial Supply Chain U.S. Freight Ton Miles Connecting the Consumer by Mode(1) to the Global Market Pipeline 19% 1.7 mm 3,500 Air Railcars in North commodities3 America2 < 1% Truck 47% Water 35% 6.2 trillion 80% 8% of railroad revenue is of U.S. grain total ton miles driven by exported to Mexico international trade4 moves by rail5 85% 84% of auto assembly in of Canadian propane 6 7 Rail Mexico moves by rail exports move by rail 25% See appendix for footnotes 13
The Railcar Industry Spans Five Commercial End Markets Energy Refined Products Construction Consumer & Chemicals Agriculture & Metals Products • Natural Gas Liquids • Coal • Refined Products • Grains • Construction • Autos • Biofuels • Plastics • Grain Mill Products Materials • Paper • Frac Sand • Petro‐chemicals • Distillers Dried • Aggregates • Intermodal • U.S. Crude • Chlor Alkali Grains/Feed • Steel/Iron • Canadian Crude • Sulfur Products • Fertilizers 29% of 12% of 21% of 16% of 22% of North American North American North American North American North American railcar loadings railcar loadings railcar loadings railcar loadings railcar loadings ~80 distinct ~1,100 distinct ~680 distinct ~600 distinct ~940 distinct commodities commodities commodities commodities commodities See appendix for source info 14
The Ownership Landscape for Railcars is Changing Ownership of Railcars Built has Trended Favorably to Lessors . The number of railcars in the North American railcar fleet has grown less than 6.5% since 2001 (CAGR of 0.3%) and totals 1.7 million railcars at the end of 2018 . Railcar ownership has shifted towards leasing companies as Class 1 Railroads place the onus on industrial shippers to source their own railcars . Trinity is uniquely positioned to provide railcars for sale or lease to industrial shippers and other equipment providers through the integrated rail platform Lease Fleet Growth Accelerated in Early 2000’s . Trinity’s rail platform creates a commercial channel that enables low‐risk organic growth for the lease fleet and has resulted in a CAGR of 14% of the owned and managed lease fleet since 2002 . Trinity’s ready access to the capital markets, strong balance sheet, and RIV platform support our strong capability to originate new leases and acquire assets in the secondary market to continue growing the lease fleet See appendix for source info 15
Trinity’s Integrated Rail Platform 16
Trinity’s Integrated Rail Platform Delivers Value to Stakeholders The TrinityRail® integrated platform is strategically “Built to Deliver,” leveraging our deep rail industry knowledge from our broad market view point to differentiate the value proposition to all of our stakeholders 17
Trinity’s Integrated Rail Platform Meets Customer Demand with a Broad Product Portfolio TrinityRail offers: • The broadest array of railcar types for every commodity – over 100 different models • Quality, craftsmanship, and superior product service support • Custom design configurations covering all potential end market opportunities • The option to purchase or lease railcars TANK CARS COVERED HOPPERS AUTORACKS FLAT & INTERMODAL GONDOLAS OPEN HOPPERS BOX CARS 18
Trinity’s Integrated Rail Platform Delivers to the Needs of Each Customer Channel Shippers Railroads Leasing Rail Investors (RIVs) % 1 Bringing investment Fleet 17% 31% 52% scale to our market approach N.A. Ownership Products Products Products Used Products Leasing Leasing Leasing Leasing Customer Channels Services Services Services by Services Services Pension funds Customers Insurance companies Key See appendix for source info 19
Trinity’s Integrated Rail Platform: Railcar Leasing and Management Services Group 20
Solid Financial Performance with Multiple Sources of Revenue . Leading provider of comprehensive railcar leasing Leasing & Management Revenues and Profit (Excludes Car Sales)(1) and management services Leasing and Management Revenue has grown 24% since 2013 Future committed lease revenue totals $2.6 billion as of Q2 2019 . Owned and partially‐owned portfolio of leased railcars includes 102,140 railcars at June 30, 2019 with a net book value of approximately $7.3 Billion The backlog value of leased railcars at June 30, 2019 was (in $mms) (2) approximately $974 million, representing approximately 7,300 railcars to be added to the fleet in the near term Trinity’s owned, partially‐owned, and managed portfolio Recurring Source of Income from Secondary Markets (in $millions) of leased railcars includes 124,650 railcars at quarter end 2013 2014 2015 2016 2017 2018 Proceeds Car Sales > 1Yr $ 131.6 $ 265.8 $ 514.6 $ 37.7 $ 360.7 $ 230.5 . Leased railcars historically retain their asset value as Revenue Car Sales < 1YR 58.5 486.3 404.9 126.1 99.6 113.9 reflected in strong valuations in the secondary Total Proceeds from Car Sales $ 190.1 $ 752.1 $ 919.5 $ 163.8 $ 460.3 $ 344.4 markets Profit Car Sales > 1Yr $ 20.4 $ 92.3 $ 166.1 $ 13.5 $ 83.5 $ 50.4 Trinity completed $344 million of leased railcar sales to Profit Car Sales < 1YR 9.1 136.1 109.0 34.1 19.7 21.5 our RIV partners and in the secondary market during Total Profit from Car Sales $ 29.5 $ 228.4 $ 275.1 $ 47.6 $ 103.2 $ 71.9 2018 and expects approximately $350 million during 2019 See appendix for footnotes 21
Premier Portfolio Management and Asset Placement . Trinity’s portfolio management team manages risk Strong Portfolio Management of Lease Fleet Assets exposure by commodity, end‐market, railcar type, customer concentration and credit profile . The commercial team’s track record for renewal success of scheduled expirations and assignment of available railcars leads to strong levels of utilization for the leased Years railcar portfolio . Trinity’s average remaining lease term for the portfolio of leased railcars has averaged 3.4 years since 2010 – renewing the leased railcar portfolio approximately every 7 years Balances Commercial Risk Exposure with Quality Customers In line with the lease term, approximately 15% of the railcars in the portfolio (or ~ 1/7th) are scheduled for Largest customer Top 20 customers account renewal each year represents 5% of total lease for 38% of lease revenue 2019 scheduled expirations: ~ 12,900 railcars (~ 13%) revenue Avg relationship tenure of . Through the integrated rail platform, Trinity Industries Avg 10 year write‐ off Top 10 customers is 23 Leasing Company (TILC) commercially serves over 700 history < 0.2% customers years 22
Diversified Portfolio of Assets Across End Markets and Railcar Designs Trinity maintains a well‐balanced portfolio diversified across end markets and railcar designs to minimize risk and exposure concentrations throughout the railcar cycle Commercial End Markets / Commodities Construction & Consumer Refined Products & Car Type Agriculture Energy Total Metals Products Chemicals Open Hopper/Gondolas Aggregates, Steel and Metals Coal 12% Cement, Construction Small Covered Hopper (< 5K cu/ft) Fertilizer Frac Sand 55% 12% Materials, Steel and Metals = DDG and Feeds, Grain Mill Large Covered Hopper (> 5K cu/ft) Products, Grains, Food and Lumber (Wood Chips) Other Chemical (Soda Ash) Car 14% Other Ag, Fertilizer Types Specialty Covered Hopper Grain Mill Products Aggregates, Cement Coal (Fly Ash) Plastics 8% Freight Lumber, Steel and Metals, Other Freight Food Autos, Paper, Intermodal Other Chemicals Cement 9% Category NGL, Chlor Alkali, Petro‐ Pressure Tank Cars Fertilizer chemical, Other Chemicals 9% Sulfur Products, Chlor Alkali, Gen. Service Tank Cars (< 20K gal) Grain Mill Products Aggregates (Clay Slurry) 4% Railcar Other Chemicals 45% Refined Products, Petro‐ Gen. Service Tank Cars (20K‐25K gal) Fertilizer, Food, Animal Feed 5% = chemicals, Other Chemicals Major Refined Products, Petro‐ Car Gen. Service Tank Cars (25K‐30K gal) Grain Mill Products, Food Crude Oil, Biofuels chemicals, Other Chemicals 10% Refined Products, Tank Gen. Service Tank Cars (> 30K gal) Crude Oil, Biofuels Petrochemicals, Other 12% Chemicals, NGLs Chlor Alkali, Other Chemicals, Specialty Tank Cars Fertilizer Sulfur Products 5% Total 22% 8% 8% 31% 31% ~ 900 Different Commodities ~ 270 Different Railcar Designs 23
Strong Economic Profit and Healthy Cash on Cash Returns from a Young Lease Portfolio . Trinity’s railcar leasing business generates stable and Growing Economic Profit* from Lease Operations (in $millions) predictable cash flows from long‐term leases 2013 2014 2015 2016 2017 2018 Leasing & Mgmt Revenue $ 586.9 $ 632.0 $ 699.9 $ 700.9 $ 743.6 $ 728.9 Leasing & Mgmt Profit 267.3 287.9 331.1 312.5 341.3 291.8 . Economic profit is a key measure of the business OP Margin 45.5% 45.6% 47.3% 44.6% 45.9% 40.0% cash flows and takes into consideration operational (Less): Interest Expense (157.3) (153.3) (138.8) (125.2) (125.8) (142.3) cash flows (including leasing rental revenues, Profit Before Tax (Ex. Railcar Sales) $ 110.0 $ 134.6 $ 192.3 $ 187.3 $ 215.5 $ 149.5 maintenance and repair, property taxes and PBT Margin 18.7% 21.3% 27.5% 26.7% 29.0% 20.5% insurance) and interest expense (Add): Depreciation 129.0 130.0 142.3 156.2 172.3 196.6 Economic Profit (Ex. Railcar Sales) $ 239.0 $ 264.6 $ 334.6 $ 343.5 $ 387.8 $ 346.1 . A primary benefit of Trinity’s integrated rail platform Young Lease Fleet is Yielding Solid Cash on Cash Returns* is that the Company invests in leased railcars at cost, which is reflected in the net book value of property, plant, and equipment in the Consolidated Balance Sheet . Using a cash‐on‐cash return metric highlights the return profile of a young and growing railcar lease fleet . The average age of the Trinity lease fleet is 9.3 years (in $mms) as of June 30, 2019 compared to the industry railcar average of approximately 20 years * See appendix for reconciliation of non‐GAAP measures 24
Trinity’s Integrated Rail Platform: Rail Products Group 25
Elevating our Financial Performance through the Railcar Cycle . Leading manufacturer of railcars in North America with Rail Products Revenues and Profit Cycle is Inflecting Positive(1) the broadest product offering and a focus on advanced engineering designs . Flexible manufacturing footprint with emphasis on streamlined manufacturing efficiencies and centralized sourcing to enhance cost savings . High variable cost business due to material input costs; pricing and operating leverage enhanced by capacity availability and specialized, commodity‐specific designs, and long production runs of similar railcar types in high (in $mms) demand (2) . Trinity delivered 19,035 railcars representing 36% of Healthy Backlogs Enable Strong Production Visibility (units) industry shipments during LTM June 2019; Trinity received orders for 20,875 railcars representing 32% of the industry total during the same time period . Trinity’s $2.9 billion order backlog of 23,170 railcars accounts for 33% of industry backlog as of June 2019 and includes a broad mix of railcar types across many industrial sectors (2) See appendix for footnotes 26
Building Premier Products and Services Innovative Durability and Superior Performing Designs Reliability Products Innovative Durability & Superior • Innovative railcar designs • Lower life‐cycle Performing that optimizeDesigns and Reliability • Maximize the in‐service time maintenance costs for the enhance a railcar’s of a customer’sProducts railcar railcar owner performance for a • Cycle loading/unloading customer • 35‐50 year assets require efficiencies sound engineering • Attention to loading and unloading features Investing in product development that continues to differentiate our product portfolio for customers and drive operational performance 27
Flexibility in Manufacturing is Key to Our Operations Trinity has invested significantly in its manufacturing footprint, establishing a strong manufacturing platform and ability to respond to changes in market demand Flexibility Trinity's manufacturing flexibility across railcar products –both tank cars and freight railcars – and maintenance services enhances our ability to opportunistically respond to changes in market demand Cost‐Effective Trinity’s manufacturing scale, vertical integration, and presence in the Southern U.S. and Mexico provide cost effective benefits across our integrated rail platform 28
Growing Maintenance Services to Benefit Leasing Operations and Enhance the Flexibility of the Manufacturing Platform Trinity plans to grow its Maintenance Services business in key geographic areas with high railcar traffic to support the lease fleet’s growing need for more maintenance capacity Leasing Requires More Maintenance Capacity Future Tank Car Fleet Compliance Schedule (units) 29
Financial Discussion & Strategic Objectives 30
Trinity’s Business Segments Trinity Industries, Inc. (LTM June 2019 Financials) Total Revenues: $2.7B Operating Profit: $364M Income from Continuing Operations: $125M EBITDA*: $642M Railcar Leasing and Intersegment Management Services Rail Products Group All Other Group Eliminations Revenue: $932M $2,508M $367M ($1,125)M Operating Profit: $379M $191M $30M ($110)M ▪ Railcar leasing services ▪ Tank and freight railcars ▪ Highway Products ▪ Intersegment Eliminations, primarily from the sale of ▪ Asset management ▪ Maintenance services ▪ Trinity Logistics Group railcars from the Rail ▪ Railcar investment vehicle ▪ Railcar parts and heads Products Group to the (RIV) sales Railcar Leasing and Management Services Group for new railcar equipment supported by a firm customer contract for the lease * See appendix for reconciliation of non‐GAAP measures 31
Improving Company Outlook for FY 2019 (as of 7/25/19) 2018 Results 2019 Guidance YoY Δ Expected Total EPS: $0.70 per diluted share ~ $1.15 ‐ $1.35 ~ +79% at midpoint Corporate expenses: $149mm ~ $105 ‐ $115mm ~ ‐26% at midpoint Interest Expense, net: $167mm ~ $220 ‐ $230mm ~ +35% at midpoint Tax rate: 28% ~ 26.5% ~ ‐150 basis points Total Company Manufacturing & Corporate CapEx: $37mm ~ $120 ‐ $140mm ~ +251% at midpoint Leasing & Management Revenues: $729mm ~ $760 ‐ $775mm ~ +5% at midpoint Leasing & Management OP: $292mm ~ $320 ‐ $330mm ~ +11% at midpoint Total proceeds from sales of leased railcars: $344mm ~ $350 ‐ $510mm(1) ~ +25% at midpoint Net investment in lease fleet: $948mm ~ $0.9 – $1.1B ~ +5% at midpoint Leasing Group Rail Products Revenue: $2.3B ~ $3.0 – $3.2B ~ +32% at midpoint Rail Products Operating Margin: 7.3% ~ 9.0 –9.5% ~ +200 basis points at midpoint Railcar deliveries: 20,105 ~ 23,000 – 24,500 ~ +18% at midpoint Revenue elimination from sales to Leasing Group: $990mm ~ $1.5B ~ +52% Profit elimination from sales to Leasing Group: $95mm ~ $175mm ~ +84% Rail Products Group Operating Profit: $36mm ~ $15 ‐ $20mm ~ ‐51% at midpoint All Other Group Positive Impact to EPS | Negative impact to EPS Any forward‐looking statements made by the Company speak only as of the date on which they are made. Except as required by federal securities law, the Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward‐looking statements, whether as a result of new information, subsequent events or otherwise. See appendix for footnotes 32
Balance Sheet Positioned for Deployment of Capital Trinity’s balance sheet positions the Company for opportunistic deployment of capital with an under‐levered leasing company and strong liquidity Wholly‐Owned Partially‐ Total Company Lease Fleet Owned Fleet NBV, PP&E + All Cash NBV, PP&E + All Cash $5,636 mm $1,831 mm $7,086 mm Sources* Sources* Total Debt* $2,919 mm $1,299 mm Total Debt* $4,616 mm Loan to Value 53% 72% (Total Debt/NBV PP&E) Approximate Leasing Stockholders $2,717 mm $532 mm $2,530 mm Book Equity (excl Deferred Profit) Equity* Shares Outstanding(1) 128 mm Unencumbered Railcars Total Liquidity (Cash, $1,285 mm Corporate Revolver, Railcar $756 mm Available for Financing Warehouse) *Selected Balance Sheet Items as of 06/30/19 See appendix for footnotes 33
Financial and Operational Priorities for Improving Returns Optimize the capital structure while growing the business through disciplined investment to drive growth and enhance returns for shareholders Target high‐return capital Invest in value‐creating investments that position business opportunities the manufacturing footprint that grow the lease fleet to meet strong demand Optimize corporate Operational opportunities, and scale the costs to align with Levers and build out our service rail maintenance business offerings for leasing and expand geographically Trinity’s go‐forward customers to lower maintenance costs business model Optimize the capital Lower overall cost of Regularly and Financial structure through added capital through prudent meaningfully return Levers leverage on the Leasing balance sheet cash to shareholders company balance sheet management and through a consistent enhanced returns on dividend and additional investments share repurchases 34
Strong Progress on Near Term Strategic Financial Priorities Target Progress/Current State Scale lease fleet with $0.9 ‐ $1.1 Billion in Net Lease Lease fleet growth disciplined growth Fleet Investment (2019(P)(1)) Invest in the manufacturing footprint to Announced plans to greenfield ~ 50 % of Lease fleet enhance delivery capabilities and facility in Iowa to serve maintenance requirements maintenance needs of lease geographic presence of the handled internally maintenance business fleet Optimize the balance sheet through Dec 2017: 25% LTV 60 – 65% LTV Dec 2018: 47% LTV added leverage to the Leasing (On Wholly‐owned Lease Fleet) Dec 2019(P) (1): ~ 57‐59% Company LTV Completed $350mm ASR Methodical & Opportunistic Announced new $350mm repurchase Return capital to shareholders program Raised dividend 31% Maintain competitive S&P: BBB‐ / Negative Balance the risk/reward between credit cost of debt through Moody’s: Ba2 / Stable ratings and leverage ratios investment grade ratings or Fitch: BB / Stable structured financings Rail ABS 2019: A (S&P & Kroll) See appendix for footnotes 35
Commitment to Environmental, Social, & Governance Practices Environmental Commitment Social Responsibility Operating our business in a way that minimizes impact Attracting and retaining a diverse and empowered workforce on natural resources and the environment • Railcars are a green way to fuel the North American • Fostering a workplace that is inclusive and supply chain. U.S. freight railroads can move one collaborative ton of freight 479 miles per gallon of fuel, producing far less greenhouse gas emissions than other modes • Hiring and retaining the best talent and promoting of commercial transport opportunities for professional development • Operate our businesses in a way that minimizes • Improving the wellbeing of our employees and other impact on natural resources and the environment stakeholders • Responsibly support customers’ products at each • Contributing to the communities in which we operate stage of the product lifecycle Governance Excellence Risk Management Promoting the long‐term interests of stakeholders, Strong track record of operational excellence and safety strengthening accountability and inspiring trust • Goal of zero injuries and incidents • Independent Chairman (split CEO/Chairman roles), and diverse and independent Board • Actively engage stakeholders in environmental, health, and safety (EHS) initiatives and continually • Incentive compensation programs aligned with improve EHS processes, practices, and performance shareholder interests and Board members • Internally developed and proprietary Safety and • Senior‐level committee tasked with overseeing Environmental Certification Process parallels several ESG improvement and initiatives of the ISO standards. See appendix for source info 36
Appendix 37
Lease Accounting Financial Overview: Income Statement to Balance Sheet Transaction Flow 1 In 2018, $990mm of new railcar assets and maintenance services were sold from the Rail Products Group to the Leasing Group. This Revenues Operating revenue was eliminated within the Income 2018 Income Statement Items External Intersegment Total Profit (Loss) Statement, and the value of the capitalized Rail Products Group $ 1,356.4 $ 990.3 $ 2,346.7 $ 172.1 equipment and services delivered included Eliminations ‐ Lease Subsidiary $ (990.0) $ (990.0) $ (95.1) within this total was added to the Leasing Total External Sales (Rail Products Group) $ 1,356.4 $ 0.3 $ 1,356.7 $ 77.0 Group’s balance sheet at the original purchase value (“market transfer price”). 2 1 2 As a result of these intercompany Wholly‐ Partially‐ Manu‐ transactions, the capitalizable portion of the Owned Owned facturing/ $95.1mm of Deferred Profit was added to the Selected 2018 Balance Sheet Info Subsidiaries Subsidiaries Corporate Total Balance Sheet to reflect Trinity’s original cost Property, Plant & Equipment, Net $ 4,976.5 $ 1,814.7 $ 370.9 $ 7,162.1 basis in these transactions. Ca s h & Ca s h Equivalents/Restricted Ca s h 140.9 36.6 173.3 350.8 Net Deferred Profit on Railcars 3 The change in the value of PP&E from 2017 Sold to the Leasing Group (827.7) to 2018 reflects the capitalized value of new 3 railcars and modifications and additional 4 secondary market purchases added to the Wholly‐ Partially‐ Manu‐ wholly‐owned fleet, less the annual Owned Owned facturing/ depreciation expense and the net book value Selected 2017 Balance Sheet Info Subsidiaries Subsidiaries Corporate Total of railcars sold from the lease fleet. Property, Plant & Equipment, Net $ 4,140.0 $ 1,822.7 $ 395.8 $ 6,358.5 The change in Deferred Profit from 2017 to Ca s h & Ca s h Equivalents/Restricted Ca s h 135.5 62.9 1,094.9 1,293.3 4 Net Deferred Profit on Railcars 2018 reflects the current year’s profit on Sold to the Leasing Group (800.7) capitalized equipment and services less the annual amortization of deferred profit (recognized within the Leasing Group’s Income Statement) and the recognition of the remaining accumulated deferred profit balance of railcars sold from the fleet during 2018. 38
Rail Products Group Quarterly Revenue and Operating Profit As Previously Reported vs. Recast Post‐Spin (Unaudited) Rail Products Group Q1‐2017 Q2‐2017 Q3‐2017 Q4‐2017 Q1‐2018 Q2‐2018 Q3‐2018 Q4‐2018 ‐ Recast post‐spin Revenue $ 469.0 $ 455.8 $ 481.2 $ 638.0 $ 588.1 $ 566.2 $ 497.6 $ 694.8 Operating Profit 50.1 29.8 43.0 73.4 51.5 48.5 28.0 44.1 Operating Profit Margin % 10.7% 6.5% 8.9% 11.5% 8.8% 8.6% 5.6% 6.3% Rail Group Q1‐2017 Q2‐2017 Q3‐2017 Q4‐2017 Q1‐2018 Q2‐2018 Q3‐2018 Q4‐2018 ‐ Previously reported Revenue $ 478.3 $ 465.9 $ 492.4 $ 647.2 $ 598.5 $ 575.2 $ 506.8 ‐ Operating Profit 50.5 36.7 50.5 78.4 58.9 57.7 32.9 ‐ Operating Profit Margin % 10.6% 7.9% 10.3% 12.1% 9.8% 10.0% 6.5% ‐ 39
EBITDA Reconciliation Last 12 Months ‐ June 30, 2019 Income from Continuing Operations $ 125.3 Interest Expense 198.9 Provision for income taxes 47.4 Depreciation and Amortization Expense 270.3 EBITDA $ 641.9 EBITDA is defined as net income from continuing operations plus interest expense, income taxes, and depreciation and amortization. EBITDA is a non‐GAAP financial measure; however, the amounts included in the EBITDA calculation are derived from amounts included in our GAAP financial statements. This information is provided to assist investors in making meaningful comparisons of our operating performance between periods. We believe EBITDA is a useful measure for analyzing the performance of our business. We also believe that EBITDA is commonly reported and widely used by investors and other interested parties as a measure of a company’s operating performance and debt servicing ability because it assists in comparing performance on a consistent basis without regard to capital structure, depreciation or amortization (which can vary significantly depending on many factors). EBITDA should not be considered as an alternative to net income as an indicator of our operating performance, or as an alternative to operating cash flows as a measure of liquidity. The EBITDA measure presented in this presentation may not be comparable to similarly titled measures by other companies due to differences in the components of the calculation. 40
Free Cash Flow Reconciliation Free Cash Flow Calculation 2016 2017 2018 Net Cash Provided by Operating Activities, Continuing Operations$ 837.5 $ 610.1 $ 274.2 Add: Proceeds from railcar lease fleet sales owned more than one year at the time of sale 37.7 360.7 230.5 Net Cash Provided by Operating Activities, Adjusted$ 875.2 $ 970.8 $ 504.7 Total Manufacturing CapEx (49.5) (22.0) (37.3) Dividends Paid (66.7) (72.6) (77.4) Free Cash Flow (before Leasing CapEx)$ 759.0 $ 876.2 $ 390.0 Free Cash Flow is a non‐GAAP financial measure and 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, less cash payments for manufacturing capital expenditures and dividends. 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 table above. No quantitative reconciliation has been provided for the forward‐looking Free Cash Flow targets presented on slide 8 because of the inherent difficulty in forecasting and quantifying the amounts necessary under GAAP. 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. 41
Economic Profit Reconciliation Economic Profit ‐ Leasing 2014 2015 2016 2017 2018 Profit from Operations$ 287.9 $ 331.1 $ 312.5 $ 341.3 $ 291.8 (Less): Interest Expense (153.3) (138.8) (125.2) (125.8) (142.3) Profit Before Tax (from Operations)$ 134.6 $ 192.3 $ 187.3 $ 215.5 $ 149.5 (Add): Depreciation 130.0 142.3 156.2 172.3 196.6 Economic Profit (from Operations)$ 264.6 $ 334.6 $ 343.5 $ 387.8 $ 346.1 Economic Profit ‐ Rail Products 2014 2015 2016 2017 2018 Rail Products Segment Profit 712.8 900.7 449.4 196.3 172.1 (Less): Corporate Interest Expense (40.1) (55.9) (56.7) (58.2) (37.0) (Less): Leasing Eliminations (133.1) (259.6) (180.7) (96.5) (95.1) Profit Before Tax $ 539.6 $ 585.2 $ 212.0 $ 41.6 $ 40.0 (Add): Depreciation 26.5 34.5 38.3 35.1 30.3 Economic Profit$ 566.1 $ 619.7 $ 250.3 $ 76.7 $ 70.3 Economic Profit is a non‐GAAP financial measure derived from amounts included in our GAAP financial statements. For the Leasing Group, Economic Profit is defined as Leasing & Management Operating Profit as computed in accordance with GAAP, adjusted to deduct interest expense and add back depreciation expense. For the Rail Products Group, Economic Profit is defined as Rail Products Group Segment Operating Profit, adjusted to deduct corporate interest expense, to add back depreciation expense, and to eliminate the operating profit related to sales to the Leasing Group. These non‐GAAP measures are reconciled to segment Operating Profit, the most directly comparable GAAP financial measure, in the table above. Management believes that Economic Profit is useful to both management and investors in their analysis as it is a key measure of our businesses’ cash flows and takes into consideration operational cash flows and interest expense. 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. 42
Pre‐Tax ROE Reconciliation FY 2017 FY 2018 LTM 2019 Numerator: Income from continuing operations before income taxes $ 195.4 $ 151.6 $ 172.7 Net income attributable to non‐controlling interest (11.1) (3.8) (6.7) Adjusted Profit Before Tax $ 184.3 $ 147.8 $ 166.0 Denominator: Stockholders' Equity $ 4,858.0 $ 2,562.0 $ 2,529.6 Non‐controlling interest (356.9) (351.2) (350.8) Accumulated other comprehensive loss 104.8 116.8 127.4 Adjusted Stockholders' Equity $ 4,605.9 $ 2,327.6 $ 2,306.2 Average Stockholders' Equity $ 2,338.0 $ 2,316.9 Pre‐tax Return on Equity 6.3% 7.2% Pre‐tax Return on Equity (“Pre‐Tax ROE”) is a non‐GAAP measure that is derived from amounts included in our GAAP financial statements. We define Pre‐Tax ROE as a ratio for which (i) the numerator is calculated as income from continuing operations before income taxes, adjusted to exclude the net income or loss attributable to non‐controlling interest 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 table above, the numerator and denominator of our Pre‐Tax ROE calculation are reconciled to income from continuing operations before income taxes and stockholders’ equity, respectively, which are the most directly comparable GAAP financial measures. No quantitative reconciliation to a GAAP measure is provided for the Pre‐tax ROE targets presented on slide 9 because of the inherent difficulty in forecasting and quantifying the amounts necessary under GAAP. 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, and considers the Company’s expected tax position in the near‐term. 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. 43
Lease Operations Cash on Cash Return Reconciliation 2012 2013 2014 2015 2016 2017 2018 LTM 2019 Revenue from Leasing Operations $ 528.5 $ 586.9 $ 632.0 $ 699.9 $ 700.9 $ 743.6 $ 728.9 $ 746.6 Profit from Operations 242.6 267.3 287.9 331.1 312.5 341.3 291.8 299.7 OP Margin 45.9% 45.5% 45.6% 47.3% 44.6% 45.9% 40.0% 40.1% (Less): Interest Expense (174.3) (157.3) (153.3) (138.8) (125.2) (125.8) (142.3) (174.9) Profit Before Tax (from Operations) $ 68.3 $ 110.0 $ 134.6 $ 192.3 $ 187.3 $ 215.5 $ 149.5 $ 124.8 PBT Margin 12.9% 18.7% 21.3% 27.5% 26.7% 29.0% 20.5% 16.7% (Add): Depreciation 120.5 129.0 130.0 142.3 156.2 172.3 196.6 216.7 Economic Profit (from Operations) $ 188.8 $ 239.0 $ 264.6 $ 334.6 $ 343.5 $ 387.8 $ 346.1 $ 341.5 Cash on Cash Return Calculation 2012 2013 2014 2015 2016 2017 2018 LTM 2019 Economic ("Cash") Profit (from Lease Operations) $ 188.8 $ 239.0 $ 264.6 $ 334.6 $ 343.5 $ 387.8 $ 346.1 $ 341.5 Net Leasing PP&E $ 4,205.9 $ 4,649.7 $ 4,599.1 $ 5,064.9 $ 5,803.2 $ 5,962.7 $ 6,791.2 $ 7,350.7 Restricted Cash $ 223.2 $ 260.7 $ 234.7 $ 195.8 $ 178.1 $ 195.1 $ 171.5 $ 113.6 Deferred Income Balance $ 446.2 $ 549.7 $ 557.2 $ 674.0 $ 798.1 $ 800.7 $ 827.7 $ 861.9 Total Debt $ 2,691.3 $ 2,613.0 $ 2,729.8 $ 2,394.4 $ 2,238.0 $ 2,403.9 $ 3,631.8 $ 4,218.3 Net Leasing PP&E (Avg Yr/Yr) $ 4,203.5 $ 4,427.8 $ 4,624.4 $ 4,832.0 $ 5,434.1 $ 5,883.0 $ 6,377.0 $ 7,071.0 Restricted Cash (Avg Yr/Yr) $ 231.8 $ 242.0 $ 247.7 $ 215.3 $ 187.0 $ 186.6 $ 183.3 $ 142.6 Less: Deferred Income Balance (Avg Yr/Yr) $ (488.9) $ (498.0) $ (553.5) $ (615.6) $ (736.1) $ (799.4) $ (814.2) $ (844.8) Less: Total Debt (Avg Yr/Yr) ######## $ (2,652.2) $ (2,671.4) $ (2,562.1) $ (2,316.2) $ (2,321.0) $ (3,017.9) $ (3,925.1) Equity/Cash Contribution Total $ 1,290.5 $ 1,519.7 $ 1,647.3 $ 1,869.6 $ 2,568.8 $ 2,949.2 $ 2,728.2 $ 2,443.7 Cash on Cash Return 14.6% 15.7% 16.1% 17.9% 13.4% 13.1% 12.7% 14.0% Cash on Cash Return is a non‐GAAP measure that is derived from amounts included in our GAAP financial statements. We define Cash on Cash Return as a ratio for which (i) the numerator is Economic Profit, a non‐GAAP measure that has been defined on slide 42 andreconciledinthetable above, and (ii) the denominator is calculated by taking the sum of the average net book value (net of deferred profit) of the Leasing Group’s Plant, Property & Equipment and Restricted Cash balances less the Leasing Group’s average Debt balances. Management believes that Cash on Cash Return is a useful measure to both management and investors in their analysis of investments for the Company’s leasing business. 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. 44
Footnotes Slide 4 –Trinity Industries, Inc. Overview (1) Shares outstanding as of July 18, 2019 –presented on the face of the second quarter Form 10‐Q (2) Intersegment Revenues are eliminated (3) FY 2017 EPS excludes a $3.06 non‐cash benefit related to the effects of the Tax Cuts and Jobs Act (4) FY 2019 projections (“2019(P)”) represent management’s estimates as of 7/25/19. Any forward‐looking statements made by the Company speak only as of the date on which they are made. Except as required by federal securities law, the Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward‐looking statements, whether as a result of new information, subsequent events or otherwise. Slide 7 –A Legacy of Evolutionary Growth and Focus on the Future Timeline references solely indicate current entities of Trinity Industries consisting of rail‐related businesses, and the highway and logistics businesses Slide 9 – Strategic Objectives to Improve Returns and Unlock Shareholder Value (1) The Company utilizes a Pre‐tax Return on Equity (ROE) metric to evaluate financial performance; the definition of Pre‐tax ROE is provided on slide 43 Slide 12 – Railcars are an Attractive Long‐term Investment in an Undervalued Asset Class https://www.aar.org/wp‐content/uploads/2019/02/AAR‐Sustainability‐Fact‐Sheet‐2019.pdf Slide 13 ‐ Rail Transportation is an Integral Component of the North American Industrial Supply Chain (1) FTR Associates 9/17/2018 (2) Company Annual Reports and Bloomberg, 9/17/18 (3) Umler®, January 2018 report; The Umler® system is an electronic resource that contains critical data for North American transportation equipment. Originally created in 1968, Umler maintains data for more than two million pieces of equipment used in rail, steamship and highway service (4) AAR Economic Impact (5) http://www.grainnet.com/article/140832/importance‐of‐rail‐for‐moving‐grain‐to‐mexico (6) http://automotivelogistics.media/news/in‐depth‐analysis‐strong‐logistics‐and‐supply‐base‐central‐to‐fords‐new‐mexico‐plant (7) https://apps.neb‐one.gc.ca/CommodityStatistics/ExportVolumeByTransportModeSummary.aspx?commodityCode=PR Slide 14 –The Railcar Industry Spans Five Commercial End Markets (1) All statistics cited on this slide: 2016 STB Waybill Sample – reflects vast majority of commodity types (2) Umler® North American fleet ownership data Slide 15 –The Ownership Landscape for Railcars is Changing Umler ® North American fleet ownership data 45
Footnotes (continued) Slide 19 –Trinity’s Integrated Rail Platform Delivers to the Needs of Each Customer Channel Umler ® North American fleet ownership data Slide 21‐ Solid Financial Performance with Multiple Sources of Revenue (1) Leasing and Management Operating Profit Margin calculated using only revenues and profit from Leasing Operations including Partially Owned Subsidiaries and excluding Car Sales (2) FY 2019 projections (“2019(P)”) represent management’s estimates as of 7/25/19. Any forward‐looking statements made by the Company speak only as of the date on which they are made. Except as required by federal securities law, the Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward‐looking statements, whether as a result of new information, subsequent events or otherwise. Slide 26 –Elevating our Financial Performance through the Railcar Cycle (1) Intersegment Revenues are eliminated and Group revenues were not recast prior to 2016 following the Company’s spin‐off of Arcosa, Inc. (2) FY 2019 projections (“2019(P)”) represent managements estimates as of 7/25/19. Any forward‐looking statements made by the Company speak only as of the date on which they are made. Except as required by federal securities law, the Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward‐looking statements, whether as a result of new information, subsequent events or otherwise. Slide 32 –Improving Company Outlook for FY 2019 (1) Total proceeds from sales of leased railcars of $350mm to $510mm includes the effect of approximately $160mm of sales‐type leases for a specific customer. Slide 33 – Balance Sheet Positioned for Deployment of Capital (1) Shares outstanding as of July 18, 2019 –presented on the face of the second quarter Form 10‐Q Slide 35 –Strong Progress on Near Term Strategic Financial Priorities (1) FY 2019 projections (“2019(P)”) represent management’s estimates as of 7/25/19. Any forward‐looking statements made by the Company speak only as of the date on which they are made. Except as required by federal securities law, the Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward‐looking statements, whether as a result of new information, subsequent events or otherwise. Slide 36 – Commitment to Environmental, Social, and Governance Practices https://www.aar.org/wp‐content/uploads/2019/02/AAR‐Sustainability‐Fact‐Sheet‐2019.pdf 46
