INVESTOR PRESENTATION November 2019 – based on third quarter, September 30, 2019 financial data Investor Contact: TrinityInvestorRelations@trin.net Website: www.trin.net
Investor Presentation –November 2019 I. Trinity Industries, Inc. Overview and Key Investment Considerations 4 II. Railcar Market Overview 10 III. Trinity’s Integrated Rail Platform 15 – Railcar Leasing and Management Services Group 19 – Rail Products Group 24 IV. Financial Discussion and Strategic Objectives 29 V. Appendix 36 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 External Revenue by Business Segment(1) businesses that provide railcar products and services in North America marketed under the trade name TrinityRail® – Top 5 Leasing company in North America ~ 102,000 railcars under ownership ~ 24,000 additional railcars under management – Leading manufacturer in North America with 34% share of industry backlog (3) (in $mms) – Growing railcar maintenance network (2) • TrinityRail’s unique integrated platform combines leasing and management services and a flexible manufacturing footprint to provide a single source for comprehensive rail transportation solutions $7.0 Billion* $2.4 Billion* Enterprise Value Market Cap • Total Revenue and EBITDA* for LTM September 2019 was approximately $2.9 billion and $694 million, respectively $7.4 Billion* $390.1 Million* PP&E, Net value LTM Free Cash Flow • 222 consecutive quarterly dividend payments with Owned Leased Equipment before Leasing CapEx a current dividend yield of 3.5%* *See appendix for footnotes and reconciliation of non‐GAAP measures; all specified data as of quarter end September 30, 2019 4
Key Investment Considerations: a Value, Growth, and Capital Return Story Railcars are a sustainable mode of transportation and an integral component of the North American supply chain that offer attractive investment appeal Trinity’s integrated platform comprises leading market positions with opportunities for growth and $7.4B of leased railcar assets that support Company valuation Substantial commercial and financial synergies increase customer touchpoints and differentiate the Company’s cost‐advantaged platform Platform generates significant cash flow enabling reinvestment in the business and return of capital to shareholders Strong corporate culture of premier performance and heightened focus on driving ROE improvement to align 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 enabling innovative solutions to meet customers’ unique needs across a wide landscape of end markets TrinityRail’s integrated platform of businesses work together to deliver innovative solutions that optimize the life‐cycle ownership and usage of railcar equipment 6
Trinity’s Rail Platform is Built to Deliver Shareholder Value . The platform creates significant synergies and Strong Free Cash Flow* Generation before Leasing CapEx strategic advantages: Pre‐Spin Current Year Future Goal Cost‐advantaged railcar equipment sourcing Tax‐advantaged lease fleet investment enhances economic profit and offsets manufacturing taxable income FINANCIALFINANCIAL Lower relative administrative and operational costs ~$750M+ Increased customer touchpoints that generate new FCF products and services Actionable rail market intelligence (in $mms) Valuable sales channel to originate low‐risk organic growth Potential Range COMMERCIALCOMMERCIAL Stable Growth and Potential for Maximum Profitability . The synergies from the integrated platform yield strong and predictable cash flows that enable: Meaningful investment in high‐return growth opportunities 35% Substantial return of capital to shareholders Leasing Growth . Shareholder value is maximized through: Steady economic profit generated from long‐term leases Railcar assets with 50 year statutory lifespan “Call option” on upside profitability from the railcar cycle (in $mms) (1) 7 * 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 • Disciplined investment in the lease fleet utilizing • Grow our maintenance services business to a tax‐ and capital‐efficient approach improve service levels and reduce fleet maintenance costs • Opportunistically deploy capital on high‐return accretive business investments to improve • Expand operating margins through advanced return on equity manufacturing and cost‐saving initiatives • 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 8
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 9
Railcar Market Overview 10
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 11
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 12
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 13
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 . TrinityRail’s 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, solid balance sheet, and RIV platform support our strong capability to originate new leases and acquire assets in the secondary market See appendix for source info 14
Trinity’s Integrated Rail Platform 15
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 16
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 17
Trinity’s Integrated Rail Platform Delivers to the Needs of Each Customer Channel Shippers Railroads Leasing Rail Investors (RIVs) (1) % Fleet Bringing investment 17% 31% 52% scale to our market N.A. approach 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 18
Trinity’s Integrated Rail Platform: Railcar Leasing and Management Services Group 19
A Young Lease Portfolio with Solid Cash‐on‐Cash Returns . Trinity’s leasing business generates stable and Growing Economic Profit* from Leasing Group predictable cash flows from long‐term leases and captures upside demand from portfolio sales Future committed lease revenue totaling $2.5 billion as of Q3 2019 Leased railcar sales to RIV partners and the secondary market of approximately $320 million over last 3 years, with approximately $400 million expected during 2019(1) . The Leasing Group’s cash‐on‐cash return highlights the economics associated with the operational cash (in $mms) flows of the business and the equity investment in the assets Young Lease Fleet is Yielding Solid Cash‐on‐Cash Returns* . These returns are enhanced as a result of the cost advantage from direct manufacturing sourcing, reflected in the net book value of property, plant, and equipment in the Consolidated Balance Sheet . The average age of the Trinity lease fleet is 9.4 years compared to the industry railcar average of approximately 20 years (in $mms) * See appendix for footnotes and reconciliation of non‐GAAP measures 20
Solid Financial Performance with Multiple Sources of Income . Leading provider of comprehensive railcar leasing Leasing Operations Revenue and Operating Profit Margin(1) and management services Owned portfolio of 102,090 railcars ($7.4B of net PP&E) Leased railcar backlog of 6,160 railcars ($817mm value of equipment) Total managed portfolio of 126,305 railcars . The Integrated Platform creates a valuable sales channel for low‐risk organic growth of the lease fleet, matching equipment with customer demand Leasing Operations Revenue has grown 24% since 2013 (in $mms) (2) . Trinity’s Leasing Group generates additional sources Additional Source of Income from Leased Railcar Sales of income through sales of leased railcars from the portfolio Provides a mechanism to manage concentration risk and enhance the return on investment in the normal course of business Grows the commercial presence of TrinityRail’s platform with alternative sources of capital to meet railcar industry demand (in $mms) 21 See appendix for footnotes
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* revenue Less than 15% of lease fleet is up for renewal in 2020 Avg relationship tenure of Avg 10 year write‐ off Top 10 customers is 23 history < 0.2% . Through the integrated rail platform, Trinity Industries years Leasing Company (TILC) commercially serves over 700 customers 22 *All specified data as of quarter end December 31, 2018
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
Trinity’s Integrated Rail Platform: Rail Products Group 24
Elevating our Financial Performance through the Railcar Cycle . Leading manufacturer of railcars in North America with Flexible Manufacturing Footprint Adjusts to Meet Market Demand(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 20,365 railcars representing 36% of Healthy Backlogs Enable Solid Production Visibility (units) industry shipments during LTM September 2019; Trinity received orders for 15,680 railcars representing 32% of the industry total during the same time period . Trinity’s $2.4 billion order backlog of 19,950 railcars accounts for 34% of industry backlog as of September 2019 and includes a broad mix of railcar types across many industrial sectors (2) See appendix for footnotes 25
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 26
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 27
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) 28
Financial Discussion & Strategic Objectives 29
Trinity’s Business Segments Trinity Industries, Inc. (LTM September 2019 Financials) Total Revenues: $2.9B Operating Profit: $409M Income from Continuing Operations: $145M EBITDA*: $694M Railcar Leasing and Intersegment Management Services Rail Products Group All Other Group Eliminations Revenue: $1,031M $2,734M $355M ($1,230)M Operating Profit: $402M $228M $25M ($134)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 30
Improving Company Outlook for FY 2019 (as of 10/24/19) 2018 Results 2019 Guidance YoY Δ Expected Total EPS: $0.70 per diluted share ~ $1.17 ‐ $1.27 ~ +74% at midpoint Corporate expenses: $149mm ~ $105 ‐ $110mm ~ ‐28% at midpoint Interest Expense, net: $167mm ~ $210 ‐ $220mm ~ +29% at midpoint Tax rate: 28% ~ 26.5% ~ ‐150 basis points Total Company Manufacturing & Corporate CapEx: $37mm ~ $110 ‐ $120mm ~ +211% at midpoint Leasing & Management Revenues: $729mm ~ $760 ‐ $765mm ~ +5% at midpoint Leasing & Management OP: $292mm ~ $320 ‐ $325mm ~ +10% at midpoint Total proceeds from sales of leased railcars: $344mm ~ $400 ‐ $560mm(1) ~ +40% at midpoint Net investment in lease fleet: $718mm ~ $850 ‐ $950mm ~ +25% at midpoint Leasing Group Rail Products Revenue: $2,347mm ~ $3,000mm ~ +28% Rail Products Operating Margin: 7.3% ~ 9.0% ~ +170 basis points Railcar deliveries: 20,105 ~ 21,500 – 22,000 ~ +8% at midpoint Revenue elimination from sales to Leasing Group: $990mm ~ $1.4B ~ +41% Rail Products Profit elimination from sales to Leasing Group: $95mm ~ $165mm ~ +74% Group All Other Group Operating Profit: $36mm ~ $10 ‐ $15mm ~ ‐65% at midpoint 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 31
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 Fleet Owned Fleet(1) PP&E , Net + All Cash PP&E, Net + All Cash $5,688 mm $1,825 mm $7,132 mm Sources* Sources* Total Debt* $2,923 mm $1,289 mm Total Debt* $4,685 mm Loan to Value 52% 72% (Total Debt/PP&E,Net) Approximate Leasing Stockholders (2) $2,765 mm $536 mm $2,459 mm Group Book Value Equity* (excl Deferred Profit and DTL) Shares Outstanding(3) 123 mm Unencumbered Railcars Total Liquidity (Cash, $1,290 mm Corporate Revolver, Railcar $641 mm Available for Financing Warehouse) *Selected Balance Sheet Items as of 09/30/19 See appendix for footnotes 32
Financial and Operational Priorities for Improving Performance Optimize the capital structure and lower Trinity’s cost of capital using a disciplined capital allocation framework to drive growth and enhance shareholder returns 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 33
Strong Progress on Near Term Strategic Financial Priorities Target Progress/Current State Scale lease fleet with $0.9 Billion in Net Lease Fleet Lease fleet growth disciplined growth Investment (2019(P)(1)) Invest in the manufacturing footprint to enhance delivery capabilities and ~ 50 % of Lease fleet Building a greenfield facility in maintenance requirements Iowa to serve maintenance geographic presence of the handled internally needs of lease fleet maintenance business Optimize the balance sheet through Dec 2017: 25% LTV added leverage to the Leasing 60 – 65% LTV Dec 2018: 47% LTV Company (wholly‐owned lease fleet) Dec 2019(P) (1): ~ 57% LTV Completed $350mm ASR Methodical & Opportunistic Announced new $350mm repurchase Return capital to shareholders program Raised dividend 31% (March 2019) 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 34
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 • Continually improve our operations performance to • Improving the wellbeing of our employees and other advance environmental, health and safety initiatives 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 35
Appendix 36
Lease Accounting Financial Overview: Income Statement to Balance Sheet Transaction Flow (in millions) 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 Group’s balance sheet at the original Total External Sales (Rail Products Group) $ 1,356.4 $ 0.3 $ 1,356.7 $ 77.0 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 railcars and modifications and additional 3 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 2018 reflects the current year’s profit on Net Deferred Profit on Railcars capitalized equipment and services less the Sold to the Leasing Group $ (800.7) 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. 37
Rail Products Group Quarterly Revenue and Operating Profit As Previously Reported vs. Recast Post‐Spin (Unaudited –in millions except percentages) 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% ‐ 38
EBITDA Reconciliation Last 12 Months ‐ September 30, 2019 (in millions) Net income $ 142.3 Less: income (loss) from discontinued operations, (2.6) Income from continuing operations $ 144.9 Add: Interest Expense 211.9 Provision for Income Taxes 58.9 Depreciation and Amortization Expense 278.1 EBITDA $ 693.8 EBITDA is defined as income from continuing operations plus interest expense, income taxes, and depreciation and amortization expense. 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. EBITDA is reconciled to net income, the most directly comparable GAAP financial measure, in the table above. 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. 39
Free Cash Flow Reconciliation LTM (in millions) 2016 2017 2018 2019 Net cash provided by operating activities ‐ continuing operations$ 837.5 $ 610.1 $ 274.2 $ 258.7 (Add): Proceeds from railcar lease fleet sales owned more than one year at the time of sale 37.7 360.7 230.5 282.1 Adjusted Net Cash Provided by Operating Activities$ 875.2 $ 970.8 $ 504.7 $ 540.8 (Less): Capital expenditures ‐ manufacturing and other (49.5) (22.0) (37.3) (70.6) (Less): Dividends paid to common shareholders (66.7) (72.6) (77.4) (80.1) Free Cash Flow (before Capital expenditures ‐ leasing)$ 759.0 $ 876.2 $ 390.0 $ 390.1 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 owned more than one year at the time of sale, 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 7 because we cannot, without unreasonable effort, predict the timing and amounts of certain items included in the computations of each of these measures. These factors include, but are not limited to, the product mix of expected railcar deliveries, and the timing and amount of significant transactions and investments, such as railcar sales from the lease fleet, capital expenditures, and returns of capital to shareholders. 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. 40
Economic Profit Reconciliation (in millions) Economic Profit ‐ Leasing Operations 2014 2015 2016 2017 2018 Operating Profit ‐ Leasing Operations$ 287.9 $ 331.1 $ 312.5 $ 341.3 $ 291.8 (Less): Interest Expense (153.3) (138.8) (125.2) (125.8) (142.3) (Add): Depreciation 130.0 142.3 156.2 172.3 196.6 Economic Profit ‐ Leasing Operations$ 264.6 $ 334.6 $ 343.5 $ 387.8 $ 346.1 Economic Profit ‐ Rail Products Group 2014 2015 2016 2017 2018 Operating Profit ‐ Rail Products Group$ 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): Eliminations ‐ Lease Subsidiary (133.1) (259.6) (180.7) (96.5) (95.1) (Add): Depreciation 26.5 34.5 38.3 35.1 30.3 Economic Profit ‐ Rail Products Group$ 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 Operating Profit – Leasing Operations 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 Operating Profit ‐ Rail Products Group, 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 Operating Profit – Leasing Operations and Operating Profit – Rail Products Group, respectively, the most directly comparable GAAP financial measures, in the tables 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. 41
Pre‐Tax ROE Reconciliation (in millions except percentages) FY 2017 FY 2018 LTM 2019 Numerator: Income from continuing operations before income taxes $ 195.4 $ 151.6 $ 203.8 Net (income)/loss attributable to non‐controlling interest (11.1) (3.8) 1.0 Adjusted Profit Before Tax $ 184.3 $ 147.8 $ 204.8 Denominator: FY 2017 FY 2018 Sep‐19 Stockholders' Equity $ 4,858.0 $ 2,562.0 $ 2,459.3 Non‐controlling interest (356.9) (351.2) (348.7) Accumulated other comprehensive loss 104.8 116.8 130.5 Adjusted Stockholders' Equity $ 4,605.9 $ 2,327.6 $ 2,241.1 Average Adjusted Stockholders' Equity $ 2,338.0 $ 2,284.4 Pre‐Tax Return on Equity 6.3% 9.1% 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 non‐controlling 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 8 because we cannot, without unreasonable effort, predict the timing and amounts of certain items included in the computations of each of these measures. These factors include, but are not limited to, the product mix of expected railcar deliveries, and the timing and amount of significant transactions and investments, such as railcar sales from the lease fleet, capital expenditures, and returns of capital to shareholders. 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. 42
Leasing Group Cash‐on‐Cash Return Reconciliation (in millions except percentages) 2012 2013 2014 2015 2016 2017 2018 LTM 2019 Economic Profit ‐ Leasing Operations $ 188.8 $ 239.0 $ 264.6 $ 334.6 $ 343.5 $ 387.8 $ 346.1 $ 349.6 Operating Profit ‐ Railcar Sales 29.5 228.4 275.1 47.6 103.2 71.9 105.1 Total Leasing Group Economic Profit $ 188.8 $ 268.5 $ 493.0 $ 609.7 $ 391.1 $ 491.0 $ 418.0 $ 454.7 Cash‐on‐Cash Return Calculation 2012 2013 2014 2015 2016 2017 2018 Sep‐19 Total Leasing Group Economic Profit ("Cash") $ 268.5 $ 493.0 $ 609.7 $ 391.1 $ 491.0 $ 418.0 $ 454.7 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 $ 7,391.5 Restricted Cash $ 223.2 $ 260.7 $ 234.7 $ 195.8 $ 178.1 $ 195.1 $ 171.5 $ 117.4 Deferred Income Balance $ 446.2 $ 549.7 $ 557.2 $ 673.0 $ 798.1 $ 800.7 $ 827.7 $ 871.1 Total Debt $ 2,691.3 $ 2,613.0 $ 2,729.8 $ 2,394.4 $ 2,238.0 $ 2,403.9 $ 3,631.8 $ 4,212.5 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 $ 7,091.4 Restricted Cash (Avg Yr/Yr) $ 231.8 $ 242.0 $ 247.7 $ 215.3 $ 187.0 $ 186.6 $ 183.3 $ 144.5 Less: Deferred Income Balance (Avg Yr/Yr) $ (488.9) $ (498.0) $ (553.5) $ (615.1) $ (735.6) $ (799.4) $ (814.2) $ (849.4) Less: Total Debt (Avg Yr/Yr) ######## $ (2,652.2) $ (2,671.4) $ (2,562.1) $ (2,316.2) $ (2,321.0) $ (3,017.9) $ (3,922.2) Equity/Cash Contribution Total $ 1,290.5 $ 1,519.7 $ 1,647.3 $ 1,870.1 $ 2,569.3 $ 2,949.2 $ 2,728.2 $ 2,464.3 Cash‐on‐Cash Return (Leasing Group) 17.7% 29.9% 32.6% 15.2% 16.6% 15.3% 18.5% Cash‐on‐Cash Return (Leasing Operations) 15.7% 16.1% 17.9% 13.4% 13.1% 12.7% 14.2% 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 for the Leasing Group as a ratio for which (i) the numerator is calculated as the sum of a) Economic Profit – Leasing Operations, a non‐GAAP measure that has been defined and reconciled to GAAP on slide 41 and b) Operating Profit from Railcar Sales, 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. Cash‐on‐Cash Return for Leasing Operations is calculated similarly, but excludes Operating Profit from Railcar Sales. 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. 43
Footnotes Slide 4 –Trinity Industries, Inc. Overview (1) Intersegment Revenues are eliminated (2) FY 2017 EPS excludes a $3.06 non‐cash benefit related to the effects of the Tax Cuts and Jobs Act (3) FY 2019 projections (“2019(P)”) represent management’s estimates as of 10/24/19. Any forward‐looking statements made by the Company speak only as of the date on which they are made. Please refer to the Forward Looking Statement on Slide 3. Slide 7 –Trinity’s Rail Platform is Built to Deliver Shareholder Value (1)Leasing Operations is specific to revenue and operating profit reported under “Leasing and management” within the Railcar Leasing and Management Services Group Slide 8 –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 42 Slide 9 –A Legacy of Evolutionary Growth and Focus on the Future Timeline references solely indicate current entities of Trinity Industries consisting of rail‐related businesses Slide 11 – 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 12 ‐ 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 13 –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 14 –The Ownership Landscape for Railcars is Changing Umler ® North American fleet ownership data as of 12/31/18 44
Footnotes (continued) Slide 18 –Trinity’s Integrated Rail Platform Delivers to the Needs of Each Customer Channel (1) Umler ® North American fleet ownership data Slide 20‐ A Young Lease Portfolio with Solid Cash‐on‐Cash Returns (1) Excludes $160 million of proceeds associated with a sales‐type lease in 2019 for a specific customer which requires the accounting treatment of a sale of leased railcars owned one year or less at the time of sale Slide 21‐ Solid Financial Performance with Multiple Sources of Income (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 10/24/19. Any forward‐looking statements made by the Company speak only as of the date on which they are made. Please refer to the Forward Looking Statement on Slide 3. Slide 25 –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 management’s estimates as of 10/24/19. Any forward‐looking statements made by the Company speak only as of the date on which they are made. Please refer to the Forward Looking Statement on Slide 3. Slide 31 –Improving Company Outlook for FY 2019 (1) Total proceeds from sales of leased railcars of $400mm to $560mm includes the effect of approximately $160mm of sales‐type leases for a specific customer. Slide 32 – Balance Sheet Positioned for Deployment of Capital (1) Trinity owns 38% of the partially owned lease subsidiaries (2) Approximate Leasing Group Book Value includes cash and cash equivalents, restricted cash, and property, plant, and equipment, net, less Leasing Group debt. Excluded from the calculation are net deferred profit on railcars sold to the Leasing Group and net deferred tax liabilities attributable to the Leasing Group. (3) Shares outstanding as of October 17, 2019 –presented on the face of the third quarter Form 10‐Q Slide 34 –Strong Progress on Near Term Strategic Financial Priorities (1) FY 2019 projections (“2019(P)”) represent management’s estimates as of 10/24/19. Any forward‐looking statements made by the Company speak only as of the date on which they are made. Please refer to the Forward Looking Statement on Slide 3. Slide 35 – Commitment to Environmental, Social, & Governance Practices https://www.aar.org/wp‐content/uploads/2019/02/AAR‐Sustainability‐Fact‐Sheet‐2019.pdf 45
