Trinity Industries Inc 8-K, filed Mar 12, 2021
Trinity Industries Inc (TRN)
8-K
2021-03-12
For: 2021-03-10
View Original
Added on
April 07, 2026
About this 8-K
Trinity Industries Inc filed this 8-K on March 12, 2021, reporting on events of March 10, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | ||||||||
_______________________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices, and Zip Code)4
(214 ) 631-4420
Registrant's Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
______________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 10, 2021, the Board of Directors (the “Board”) of Trinity Industries, Inc. (the "Company") elected William P. Ainsworth as a member of the Board, effective immediately. Mr. Ainsworth has been appointed to the Corporate Governance and Directors Nominating Committee and the Finance and Risk Committee of the Board.
The Board has made an affirmative determination that Mr. Ainsworth qualifies as an independent director under the New York Stock Exchange listing standards and the Company’s standards for director independence. The March 10, 2021, press release regarding the election of Mr. Ainsworth is being filed with this Current Report on Form 8-K as Exhibit 99.1.
Mr. Ainsworth will receive the Company’s standard non-employee director compensation. He was awarded 2,230 shares of restricted stock that vest at the Company’s next Annual Meeting of Stockholders. Mr. Ainsworth has no arrangement or understanding with any person regarding his selection as a director of the Company. Mr. Ainsworth has no related person transactions with the Company reportable under Item 404(a) of Regulation S-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 10, 2021, the Board amended Section 1 of Article III of the Company’s Bylaws to increase the number of directors from nine (9) to ten (10), effective immediately. On the same date, to be effective at the next Annual Meeting of Stockholders, the Board approved an amendment to Section 1 of the Article III of the Company’s Bylaws to reduce the number of directors from ten (10) to eight (8).
Item 7.01 Regulation FD Disclosure.
The Company has updated its presentation for investors and interested parties to include the activity for the period ended December 31, 2020. The materials to be utilized in future investor presentations are attached as Exhibit 99.2 to this report.
The information in Exhibit 99.2 is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. Additionally, the submission of this report on Form 8-K is not an admission of the materiality of any information in this report that is required to be disclosed solely by Regulation FD.
Item 9.01 Financial Statements and Exhibits.
(a) - (c) Not applicable.
(d) Exhibits:
| NO. | DESCRIPTION | |||||||
| 3.1 | ||||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document (filed electronically herewith). | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith). | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith). | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith). | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith). | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Trinity Industries, Inc. | ||||||||
| March 12, 2021 | By: | /s/ Eric R. Marchetto | ||||||
| Name: Eric R. Marchetto | ||||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||||
Exhibit 3.1
Amendments to the Company’s Bylaws
Effective March 10, 2021, the first sentence of Article III, Section 1 of the Bylaws of the Company is amended and restated to read as follows:
“The number of directors of the corporation shall be ten (10).”
Effective at the next Annual Meeting of Stockholders, the first sentence of Article III, Section 1 of the Bylaws of the Company is amended and restated to read as follows:
“The number of directors of the corporation shall be eight (8).”
Exhibit 99.1
| NEWS RELEASE |  | ||||
FOR IMMEDIATE RELEASE
Trinity Industries, Inc. Adds Billy Ainsworth to its Board of Directors
DALLAS – March 10, 2021 – Trinity Industries, Inc. (NYSE:TRN) (“Trinity”) today announced the election of William P. (“Billy”) Ainsworth to its Board of Directors, effective immediately. The addition of Mr. Ainsworth expands Trinity’s Board of Directors from nine to ten members. Mr. Ainsworth will serve as a member of the Finance and Risk Committee and Corporate Governance and Directors Nominating Committee.
“We are pleased to welcome Billy Ainsworth to Trinity’s Board of Directors,” said Leldon E. Echols, Trinity’s Non-Executive Chairman of the Board. “His strong business acumen and extensive rail industry knowledge, as well as his emphasis on the customer experience during his tenured career at Caterpillar will be a tremendous asset to Trinity.”
From 2019 until his retirement in 2020, Mr. Ainsworth served as Group President of the Energy & Transportation segment for Caterpillar, Inc. (“Caterpillar”), a manufacturer of construction and mining equipment, diesel and natural gas engines, industrial gas turbines, and diesel-electric locomotives. From 2017 until his appointment as Group President in 2019, Mr. Ainsworth was Senior Vice President and Strategic Advisor to Caterpillar’s executive committee and was responsible for Caterpillar’s Rail Division. From 1993 until 2019, he served as President and Chief Executive Officer of Progress Rail Services, an integrated and diversified supplier of railroad and transit products and services as well as railcar leasing. Progress Rail Services was acquired by Caterpillar in 2006 and Mr. Ainsworth was appointed a Vice President of Caterpillar at that time.
Mr. Ainsworth received his bachelors degree in marketing from Auburn University.
About Trinity Industries
Trinity Industries, Inc., headquartered in Dallas, Texas, owns businesses that are leading providers of rail transportation products and services in North America. Our rail-related businesses market their railcar products and services under the trade name TrinityRail®.. The TrinityRail platform provides railcar leasing and management services, as well as railcar manufacturing, maintenance and modifications. Trinity also owns businesses engaged in the manufacture of products used on the nation’s roadways and in traffic control. Trinity reports its financial results in three principal business segments: the Railcar Leasing and Management Services Group, the Rail Products Group, and the All Other Group. For more information, visit: www.trin.net.
| Investor Contact: | ||
| Jessica L. Greiner | ||
| Vice President, Investor Relations and Communications | ||
| Trinity Industries, Inc. | ||
| (Investors) 214/631-4420 | ||
| Media Contact: | ||
| Jack L. Todd | ||
| Vice President, Public Affairs | ||
| Trinity Industries, Inc. | ||
| (Media Line) 214/589-8909 | ||
1
DELIVERING GOODS for THE GOOD of ALL TRINITY INDUSTRIES, INC. Quarterly Investor Presentation March 12th, 2021 – for the period ended December 31, 2020
DELIVERING GOODS for THE GOOD of ALL /// 2 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, including the potential financial and operational impacts of the COVID-19 pandemic. 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 material, 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. This presentation also includes references to calculations that are not based on generally accepted accounting principles (“GAAP”). Reconciliations of each of these non-GAAP measures to the most directly comparable GAAP measures have been included in the Appendix. When forward-looking non-GAAP measures are provided, Trinity does not provide quantitative reconciliations of forward-looking non-GAAP measures to the most directly comparable GAAP measures because it 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; 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; and the amount and timing of certain other items outside the normal course of our core business operations, such as restructuring activities, and the potential financial and operational impacts of the COVID-19 pandemic. Forward Looking Statements and Other References Except where noted, financial data is presented as of the Company’s most recent fiscal quarter ending December 31, 2020. “LTM” represents Last Twelve Months financial information from January 1, 2020 to December 31, 2020.
DELIVERING GOODS for THE GOOD of ALL /// Investor Presentation – March 2021 3 I. Trinity Industries, Inc. Overview............................... Page 4 II. Key Investment Considerations................................. Page 8 III. Railcar Market Overview.......................................... Page 18 IV. Trinity’s Rail Platform Overview................................ Page 24 V. Financial Discussion and Strategic Objectives............. Page 33 VI. Appendix
DELIVERING GOODS for THE GOOD of ALL /// • Trinity Industries, Inc. owns market leading businesses that provide railcar products and services in North America – Top 5 Leasing company ~ 107,045 railcars under ownership ~ 26,645 additional railcars under management – Leading manufacturer with 35% of industry deliveries in FY 2020 – Growing railcar maintenance network • Unique rail platform provides single source for comprehensive rail transportation solutions • FY 2020 total revenues of $2.0 billion • FY 2020 Adjusted EBITDA* of $550 million • Current dividend yield of 3.2%(1) – 227 consecutive quarterly dividend payments Trinity Industries, Inc. Overview External Revenue by Business Segment(2) *All specified data as of December 31, 2020; See appendix for footnotes and reconciliation of non-GAAP measures $7.8 billion* Enterprise Value $285 million* Shareholder Returns $652 million* FY 2020 Cash Flow from Continuing Ops $2.9 billion* Market Cap 4 Leasing Rail Products All Other Adj EPS, Cont Ops (Diluted) * 2016 2017 2018 2019 2020 $— $1,000 $2,000 $3,000 $— $0.50 $1.00 $1.50 (in $mms)
DELIVERING GOODS for THE GOOD of ALL /// Experienced Team Guides a Resilient Platform Recent cycle challenged by: • Influx of capital into rail industry ◦ Collapse of oil prices ◦ Industrial decline ◦ Global trade wars ◦ COVID-19 pandemic • Cyclically Experienced Management Team • Resilient Cash Flow from Platform of Businesses • Transformation of Operating Model Underway 5 Economic Growth Financial Collapse Energy Renaissance Industrial Decline / Pandemic F le e t U ti li za ti o n R a ilca r D e liv e rie s Railcar Unit Deliveries Lease Fleet Utilization 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 70% 75% 80% 85% 90% 95% 100% 0 5,000 10,000 15,000 20,000 25,000 30,000 35,000
DELIVERING GOODS for THE GOOD of ALL /// A New Operating Model and Company Purpose 6
DELIVERING GOODS for THE GOOD of ALL /// Key Focus Areas for Enhancing Shareholder Value Strong Cash Flow Generation through the Rail Cycle Optimize the Returns of the Platform Deliver Premier Financial Performance Prudently Deploy Capital to Drive Value Creation 7
DELIVERING GOODS for THE GOOD of ALL KEY INVESTMENT CONSIDERATIONS
DELIVERING GOODS for THE GOOD of ALL /// Trinity’s Value Proposition – A Sustainable Capital Story 9
DELIVERING GOODS for THE GOOD of ALL /// A Sustainable Capital Story: Attractive Yielding Assets with Long-tailed Utility Rail Assets Generate Steady Cash Flow through Cycle Railcar Asset Cash Flow Profile: ◦ Stable generation from long-term leases and balanced renewal exposure ◦ Rising future contribution from long- tailed asset utility and natural inflation benefits ◦ TRN portfolio – average age of 10 years ◦ Rail industry – average age of 20 years(1) ◦ Expected life – 40+ years Healthy Returns Relative to Life-cycle Expectations(2) Railcar Asset Returns Profile: ◦ GAAP returns accelerate over time as steady to inflating earnings are measured against decreasing Net Book Value or Net Equity balances 10 Economic Profit – Leasing Operations* Operating Profit – Railcar Sales 2016 2017 2018 2019 2020 $— $125 $250 $375 $500 *See appendix for footnotes and reconciliation of non-GAAP measures (in $mms)
DELIVERING GOODS for THE GOOD of ALL /// A Sustainable Capital Story: Trinity’s Rail Platform Delivers Strategic Synergies ▪ Cost-advantaged railcar equipment sourcing ▪ Tax-advantaged lease fleet investment offsets taxable income and enhances returns ▪ Lower-relative operational cost structure ▪ Higher customer touchpoints create additional revenue opportunity ▪ Actionable rail market intelligence ▪ Valuable sales channel for organic growth FINANCIAL Synergies COMMERCIAL Synergies ~ $550M+ Investment advantage ~$700M+ Cash flow tax synergies ~ $4B in Sales Complex customer transactions ~$500M+ OP contribution Tangible Synergies Generated over Five Year Period* *See appendix for footnotes 11
DELIVERING GOODS for THE GOOD of ALL /// OCF - Continuing Ops Steady State Cash Flow* Average OCF Average Steady State 2016 2017 2018 2019 2020 $0.0 $250.0 $500.0 $750.0 FCF Before Lease Investment* FCF After Leasing Investment* 2016 2017 2018 2019 2020 $(250.0) $0.0 $250.0 $500.0 $750.0 5-Yr Avg ‘Steady State’ Cash Flow Yields 11+% on Market Cap over Same Period OCF + All Portfolio Sales – Required CapEx for maintaining steady state of the business * See appendix for reconciliation of non-GAAP measures Balance Sheet Discipline Generates Excess Cash after Lease Fleet Growth OCF + Portfolio Proceeds – Total Manufacturing CapEx – Dividends – Leasing Equity CapEx ~$554M AVG Steady State Cash Flow Measures the potential capital to be deployed after investment to maintain enterprise cash flow Free Cash Flow Measures excess cash from the platform after total investments, leverage, and maintaining the dividend 12 A Sustainable Capital Story: Platform Synergies Create Strong Cash Flows ~$347M AVG Excess Cash ~$129M AVG (in $mms) (in $mms)
DELIVERING GOODS for THE GOOD of ALL /// LTM BV Per share* Cumulative Dividend per share 12/15 6/16 12/16 6/17 12/17 6/18 12/18 6/19 12/19 6/20 12/20 $10.00 $12.00 $14.00 $16.00 $18.00 $20.00 Valu e Gr owt h CA GR = 12% * See appendix for footnotes A Sustainable Capital Story: Reinvestment & Capital Return Drive Shareholder Value 13 A growing stream of cash flow from Trinity’s platform creates shareholder value: – Reinvestment into the business when expected returns are above our hurdle rates – Return capital to shareholders through consistent dividends and opportunistic share repurchases
DELIVERING GOODS for THE GOOD of ALL /// Enterprise Financial KPI’s for Long-Term Performance Operating and Free Cash Flow Growth Mid-teen Pre-Tax Return on Equity Double- digit Dividend Growth Book Value per Share Growth 14
DELIVERING GOODS for THE GOOD of ALL /// Commitment to Premier Performance and Sustainability 15 Environmental Commitment Social Responsibility Governance Excellence Risk Management Operating our business in a way that minimizes impact on natural resources and the environment • Established Green Financing Framework, for financing of green-eligible railcars assets, supported by Sustainalytics • Innovative products and services that enhance the rail modal supply chain advantage and reduce GHG emission • Responsibly support customers’ products at each stage of the 40+ year product lifecycle Attracting and retaining a diverse and empowered workforce • Fostering a workplace that is inclusive and collaborative • Hiring and retaining the best talent and providing opportunities for continuing professional development • Improving the wellbeing of our employees and stakeholders • Contributing to the communities in which we operate Promoting the long-term interests of stakeholders, strengthening accountability and inspiring trust • Independent Chairman and Board of Directors with diverse backgrounds and experienced oversight • Incentive compensation programs aligned with shareholder interests • Board of Directors and Executive Leadership Team oversight of ESG initiatives Strong track record of operational excellence • Goal of zero injuries and incidents with reduction targets • Actively engage stakeholders in environmental, health, and safety (EHS) initiatives and continually improve EHS processes, practices, and operational performance • Proprietary safety and environmental certification process, Safety and Environmental Excellence at Trinity (SET), aligns with ISO and Responsible Care© standards
DELIVERING GOODS for THE GOOD of ALL /// Railcars Are Attractive Long-term Investments • Long-term leases • High renewal success rates • Low credit defaults and bad debt expense • Active secondary market Stable and Predictable Cash Flows • 35-50 year useful life • Positive yield relationship to inflation • Low volatility for residuals • Low technological obsolescence Hard Asset Value with Inflation Benefits • Integral component of North American supply chain • Multiple market sectors with varying demand drivers Strong Correlation with GDP • Rent yields highly correlate to interest rates Natural Interest Rate Hedge • Accelerated depreciation for tax purposes • 100% bonus depreciation under current tax law • Superior risk-adjusted returns Tax-advantaged Investment • Accounts for 1/3 of U.S. freight, but only 0.6% of greenhouse emissions • 100% recyclable through scrap and salvage Environmentally Friendly* *See appendix for source info 16
DELIVERING GOODS for THE GOOD of ALL /// Review of Value Proposition 17
DELIVERING GOODS for THE GOOD of ALL RAILCAR MARKET OVERVIEW
DELIVERING GOODS for THE GOOD of ALL /// Integral Part of the North American Supply Chain • 1.7 million railcars in North America(1) • 1.3 trillion ton miles moved by rail in 2020(2) • 3,500+ commodities moved by rail(3) • Highly correlated to U.S. GDP • “Desert Island Statistic…” ~ Warren Buffet U.S. Freight Ton Miles by Mode of Transportation(2) See appendix for footnotes -31.4% 33.1% 19 Truck, 48% Rail, 26% Water, 9% Air, 0% Pipe, 17% 5.1 trillion total ton miles Railcar Loadings Follow U.S. Gross Domestic Product
DELIVERING GOODS for THE GOOD of ALL /// Delivering Essential Goods to the Global Marketplace See appendix for source information • Coal • Biofuels • Frac Sand • U.S. Crude • Canadian Crude 32% of North American railcar loadings ~230 distinct commodities Energy • Natural Gas Liquids • Refined Products • Plastics • Petro-chemicals • Chlor Alkali • Sulfur Products 9% of North American railcar loadings ~980 distinct commodities Refined Products & Chemicals • Grains • Grain Mill Products • Distillers Dried Grains/Feed • Fertilizers 21% of North American railcar loadings ~730 distinct commodities Agriculture • Construction Materials • Aggregates • Steel/Iron 17% of North American railcar loadings ~620 distinct commodities Construction & Metals • Autos • Paper • Intermodal 21% of North American railcar loadings ~1000 distinct commodities Consumer Products 20
DELIVERING GOODS for THE GOOD of ALL /// Capitalizing on Structural Change in the Rail Market The TrinityRail platform was ideally positioned to capture market share during shifting ownership dynamics, growing at a 13% CAGR since 2002 Railcar Ownership is Shifting from Railroads to Leasing Companies Railcar Lessor Ownership Profile Presents Consolidation Opportunity Operating Lessors *Over 65 Lessors own 240K railcars in “All other” See appendix for source information 21 Financial Lessors 35% 43% 48% 54% Lessor Railroad Shipper TTX 1990s 2000s 2010s 2020 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 15% 13% 6% 26% 13% 13% TRN, 14% Wells Fargo CIT SMBC All other * GATX UnionTank TRN
DELIVERING GOODS for THE GOOD of ALL /// A Differentiated Value Proposition for Our Customers • Lease Portfolio • Fleet Management • Equipment Finance Solutions Leasing • Rail Product Portfolio • Aftermarket Parts Manufacturing • Maintenance • Modifications • Repair • Mobile Units Maintenance • Logistics Services • Data Analytics • Connected Railcar Services Cross-sell to deliver innovative solutions and a differentiated experience Optimize customers’ ownership and usage of railcar equipment Drive rail industry modal share through supply chain efficiency Aligned with industrial shippers through ownership and engineering 22
DELIVERING GOODS for THE GOOD of ALL /// Rail Market Update and Commercial Overview 23 Rail Traffic is Continuing to Improve (1) Railcars are Coming out of Storage (2) Fleet Utilization is Holding while Rates Improve Rail Products Orders and Backlog Remain Weak F le e t U ti li za ti o n F L R D Fleet Utilization FLRD (3) Q4- 19 Q1- 20 Q2- 20 Q3- 20 Q4- 20 80% 85% 90% 95% 100% (25)% (20)% (15)% (10)% (5)% —% Orders Deliveries Q4-19 Q1-20 Q2-20 Q3-20 Q4-20 0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 See appendix for footnotes 2020 2021 Five-Year Average 1 4 7 10 13 16 19 22 25 28 31 34 37 40 43 46 49 52 550,000 600,000 650,000 700,000 750,000 Storage Rate Five-Year Average Jan-20 Apr-20 Jul-20 Oct-20 Jan-21 15% 20% 25% 30% 35%
DELIVERING GOODS for THE GOOD of ALL TRINITY’S RAIL PLATFORM OVERVIEW
DELIVERING GOODS for THE GOOD of ALL /// Trinity’s Business Segments – P&L Breakout * See appendix for reconciliation of non-GAAP measures $2.0B Total Revenues Trinity Industries Inc. (FY 2020) $283M Adjusted Operating Profit* $46M Adjusted Income from Cont. Ops.* $550M Adjusted EBITDA* $802M Segment Revenue $354M Segment Operating Profit • Railcar leasing services • Asset management • Railcar investment vehicle (RIV) sales Railcar Leasing and Management Services Group $1,610M Segment Revenue $36M Segment Operating Profit • Tank and freight railcars • Maintenance services • Railcar parts and heads • Logistics operations Rail Products Group $251M Segment Revenue $28M Segment Operating Profit • Highway Products All Other $(664)M Segment Revenue $(38)M Segment Operating Profit • Intersegment Eliminations, primarily from the sale of railcars from the Rail Products Group to the Railcar Leasing and Management Services Group for new railcar equipment supported by a firm customer contract for the lease Intersegment Eliminations 25
DELIVERING GOODS for THE GOOD of ALL /// Leasing Operations Revenue OP Margin 2016 2017 2018 2019 2020 $500 $600 $700 $800 —% 10% 20% 30% 40% 50% Leading railcar lessor ◦ Owned fleet of 107,045 railcars ◦ Total owned and managed fleet of 133,690 railcars Growing portfolio and future cash flow ◦ Leased backlog of 3,310 railcars ◦ $2.0 billion future contractual lease revenues Balanced portfolio management ◦ Portfolio expirations and average expiring lease rate imply manageable renewal risk ◦ Future Lease Rate Differential(3) is -13.6% ▪ Implies NTM segment revenue headwind of -1.5% if current conditions persist Stable Financial Performance Through the Cycle Portfolio Expirations Imply Manageable Renewal Risk(2) Leasing Operations Revenue and Operating Profit Margin(1) (in $mms) See appendix for footnotes 26
DELIVERING GOODS for THE GOOD of ALL /// Proven Asset Management Through Railcar Cycle Actively Managing Rate and Term through the Rail Cycle Healthy Renewals Lead to Strong Asset Utilization 3.4 yrs Remaining Lease Term 98% Utilization 74% Renewal Success 17% Annual Portfolio Expirations 50 mos Renewal Term +2% Renewal Rate Change Average performance since 2010: 27 Portfolio Utilization Renewal Success Rate 2010 2012 2014 2016 2018 2020 40% 50% 60% 70% 80% 90% 100% LTM AVG Renewal Term (in months) LTM AVG Rate Change (%) Q1-10 Q1-12 Q1-14 Q1-16 Q1-18 Q1-20 0 10 20 30 40 50 60 70 80 (40)% (20)% 0% 20% 40%
DELIVERING GOODS for THE GOOD of ALL /// Diversified Portfolio of Railcar Equipment ~ 900 Different Commodities Car Type Agriculture Construction & Metals Consumer Products Energy Refined Products & Chemicals Total (Units) Total (NBV) F re ig h t C a r Open Hopper/Gondolas Aggregates, Steel and Metals Coal 11% 6% Small Covered Hopper (<5K cu/ft) Fertilizer Cement, Construction Materials, Steel and Metals Frac Sand 11% 3% Large Covered Hopper (>5K cu/ft) DDG and Feeds, Grain Mill Products, Grains, Food and Other Ag, Fertilizer Lumber (Wood Chips) Other Chemical (Soda Ash) 14% 12% Specialty Covered Hopper Grain Mill Products Aggregates, Cement Coal (Fly Ash) Plastics 7% 7% Other Freight Food Lumber, Steel and Metals, Cement Autos, Paper, Intermodal Other Chemicals 10% 11% T a n k C a r Pressure Tank Cars Fertilizer NGL, Chlor Alkali, Petro-chemical, Other Chemicals 10% 15% Gen. Service Tank Cars (< 20K gal) Grain Mill Products Aggregates (Clay Slurry) Sulfur Products, Chlor Alkali, Other Chemicals 3% 3% Gen. Service Tank Cars (20K-25K gal) Fertilizer, Food, Animal Feed Refined Products, Petro- chemicals, Other Chemicals 5% 5% Gen. Service Tank Cars (25K-30K gal) Grain Mill Products, Food Crude Oil, Biofuels Refined Products, Petro- chemicals, Other Chemicals 11% 15% Gen. Service Tank Cars (> 30K gal) Crude Oil, Biofuels Refined Products, Petrochemicals, Other Chemicals, NGLs 13% 17% Specialty Tank Cars Fertilizer Chlor Alkali, Other Chemicals, Sulfur Products 5% 6% Total (Units)* 20% 8% 9% 31% 32% Total (NBV) 19% 5% 10% 26% 40% ~ 270 Different Railcar Designs 28* See appendix for footnotes
DELIVERING GOODS for THE GOOD of ALL /// 87% 12% Shippers Railroads Other Servicing High-Quality Industrial Shippers Strong Customer Credit Profiles (by NBV) Largest customer represents < 5% of total lease revenue Serving Industrial Shippers in North America 700+ Customers 75%+ Full Service Lease Top 20 customers account for 39% of lease revenue 28 years Top 10 customers relationship tenure < 0.3% 10-year average write-off history < 1% 29 51% 35% 14% Investment Grade Not Rated Non-Investment Grade
DELIVERING GOODS for THE GOOD of ALL /// Rail Products Revenue Maintenance Services Revenue OP Margin 2016 2017 2018 2019 2020 $— $1,000 $2,000 $3,000 —% 4% 8% 12% 16% Leading manufacturer of railcars in North America ◦ Delivered 11,530 railcars representing 35% of industry shipments during FY 2020 ◦ Backlog of $1.0 billion for 8,985 railcars accounts for 26% of industry backlog at December 31, 2020 ◦ Flexible manufacturing footprint enables quick response to shifts in market demand Focused on resetting cost basis to enhance manufacturing margins ◦ Various initiatives underway to lower break-even point Highly variable cost structure in a highly cyclical market ◦ Material input costs averaged more than 70% of the cost of most railcars in 2020 ◦ Depreciation approximates $38 million per year ◦ Operating leverage results from long production runs and the scaling of production capacity Optimization of Production Operations Underway Backlog Provides Important Production Visibility Flexible Manufacturing Footprint Adjusts to Meet Demand 30 Beginning Backlog Deliveries Orders 2016 2017 2018 2019 2020 — 10,000 20,000 30,000 40,000 50,000 (in $mms)
DELIVERING GOODS for THE GOOD of ALL /// Strategic Initiatives to Elevate Manufacturing Margin Performance ◦ Concentrate manufacturing footprint ◦ Monetize underutilized asset base Lower Investment ◦ ◦ Enhance value of outsourced fabrication activities ◦ Minimize cycle-related headcount costs Reduce Cycle Amplitude ◦ ◦ Increase automation to reduce direct labor ◦ Lower indirect support costs ◦ Continue lean principles Reset Cost Basis Annual Rail Deliveries(1) OP% LTM 9/30/2020(2) Margin Improvement 10-12K 2.8% Mid-Teen + 3 to 5.5 pts Lowers Breakeven by 30% Margin improvements expected to be realized over next 1-2 years *See appendix for footnote 31
DELIVERING GOODS for THE GOOD of ALL /// ~ $20-25B TAM Revenue Opportunity for Services Expansion in Railcar Industry Positioned for Further Success in the Marketplace • Superior customer experience through “Anytime” access • Fleet Management Solutions • RailPulseTM consortium Digital Platforms • Commercialize fleet analytics capabilities • Develop IoT and telematics solutions for enhanced rail supply chain management Data Analytics • Tuck-in service solutions • Expand rail maintenance network geographically • Opportunistic portfolio acquisitions/ alliances Scale & Consolidation • Moderating lease fleet investment • Increasing leverage of internal maintenance capacity • Expand RIV platform to extend commercial reach Disciplined Operating Model Trinity’s Leasing Company has a bright future and is leading the change for network efficiency to enhance the modal advantage of the railcar industry 32
DELIVERING GOODS for THE GOOD of ALL FINANCIAL DISCUSSION AND STRATEGIC OBJECTIVES
DELIVERING GOODS for THE GOOD of ALL /// Trinity’s Platform is Built to Deliver Shareholder Value FY 2020 Revenues $2.0B FY 2020 Cash Flow, Continuing Ops $652M FY 2020 OP Margin, Adjusted* 14.1% FY 2020 Shareholder Returns $285M * See appendix for reconciliation of non-GAAP measures 34
DELIVERING GOODS for THE GOOD of ALL /// Strategically Positioned for Market Uncertainty and Opportunistic Deployment 35 Unencumbered Railcars $1.4B • Pledge to warehouse • Additional assets can be sold or financed • LTV of 58.5% for the wholly-owned lease portfolio as of Q4-20(1) CAPITAL LEVERS Recourse Debt $448M @ ~4% Non-recourse Debt $4.6B @ ~4% • Low-cost funds • Flexible term structures • No maturities until 2022 DEBT STRUCTURE Cash & Equivalents $132M Revolver Availability $365M Warehouse Availability $231M LIQUIDITY Solid Liquidity of $727M Attractive Debt Structures Conservative Capitalization See appendix for footnotes
DELIVERING GOODS for THE GOOD of ALL /// Platform Optimization is Critical to Improve Pre-Tax ROE ~ 4 to 5 pts ~ 4 to 5 pts ~ 2 to 3 pts ~ Mid-teen LT Pre-Tax ROE Target Strategic Initiatives in Place to Deliver Results Financial Initiatives Optimization Efforts Expansion & Growth SE&A and Manufacturing Cost Structure + Portfolio Balancing Balance Sheet Optimization + Return of Capital New Business Development + Product & Services Expansion * See appendix for footnote and reconciliation of non-GAAP measures 36 5.5% LTM 9/30/2020 Pre-Tax ROE*
DELIVERING GOODS for THE GOOD of ALL /// Executing on Strategic Initiatives to Improve Pre-Tax ROE 37 Net Debt increase of $135M LTV(1) increase to 58.5% Balance Sheet Optimization Official launch of TrinsightTM digital service platform in February 2021 New Products & Services Initiatives Enhance value of outsourced fabrication activities Scale newly acquired rail cleaning technology into maintenance facilities Manufacturing Cost Improvement $35M Annualized cost savings in 2020 SE&A Cost Reduction Modest investment in rail fleet modifications Lease portfolio sales Lease Fleet Optimization *See appendix for footnotes and reconciliation of non-GAAP measures Lower Cost of Capital | Reduce Cyclicality | Improve Rail Supply Chain 2020* LT Goal 9.6% 3.4% Mid-Teen Pre-Tax ROE Goal
DELIVERING GOODS for THE GOOD of ALL /// Capital Allocation Framework – Near Term Strategy 38 Trinity’s line of sight on near-term cash flow generation and sources of capital over the next 3 years are expected to create significant shareholder value
DELIVERING GOODS for THE GOOD of ALL /// Capital Allocation Framework – Long Term Strategy Pr og ra m m at ic O p p or tu n is ti c Manage Leverage Reinvest Return Capital Minimum Liquidity Requirements Manage Debt Profile Maintenance CapEx Working Capital Organic Growth M&A Double-digit Dividend Growth Share Repurchases Strong cash generation and disciplined capital allocation positions Trinity for shareholder value creation through the railcar cycle 39
DELIVERING GOODS for THE GOOD of ALL Appendix
DELIVERING GOODS for THE GOOD of ALL /// Reconciliation: Adjusted Operating Results (1) The effective tax rate for impairment of long-lived assets, pension plan settlement, restructuring activities, and the early redemption of debt is before consideration of the CARES Act. (2) Excludes $81.3 million of non-cash impairment of long-lived asset charges associated with the noncontrolling interest recorded in the second quarter of 2020. (3) Represents the portion of the non-cash impairment of long-lived asset charge attributable to the noncontrolling interest, for which Trinity does not provide income taxes. (4) GAAP diluted weighted average shares outstanding excludes 1.3 million shares for the year ended December 31, 2020, since the Company was in a net loss position for the period. When adjusting for the items above, these shares become dilutive. We have supplemented the presentation of our reported GAAP operating profit (loss), income (loss) from continuing operations before income taxes, provision (benefit) for income taxes, income (loss) from continuing operations, net income (loss) attributable to Trinity Industries, Inc., diluted weighted average shares outstanding and diluted income (loss) from continuing operations per common share attributable to Trinity Industries, Inc. with non-GAAP measures that adjust the GAAP measures to exclude the impact of restructuring activities, impairment of long-lived assets, pension plan settlement, early redemption of debt, the income tax effects of the CARES Act, and certain other non-recurring transactions or events (as applicable).These non-GAAP measures are derived from amounts included in our GAAP financial statements and are reconciled to the most directly comparable GAAP financial measures in the table above. Management believes that these measures are useful to both management and investors for analyzing the performance of our business without the impact of certain non-recurring items. 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 Year Ended December 31, 2020 GAAP Impairment of long-lived assets – Controlling Interest (1)(2) Impairment of long-lived assets – Noncontrolling Interest (3) Pension plan settlement (1) Restructuring activities (1) Early redemption of debt (1) Income tax effect of CARES Act Adjusted (in millions, except per share amounts) Operating profit (loss) $ (124.5) $ 315.1 $ 81.3 $ — $ 11.0 $ — $ — $ 282.9 Income (loss) from continuing operations before income taxes $ (494.5) $ 315.1 $ 81.3 $ 151.5 $ 11.0 $ 5.0 $ — $ 69.4 Provision (benefit) for income taxes $ (268.4) $ 73.0 $ — $ 34.9 $ 2.6 $ 1.2 $ 180.4 $ 23.7 Income (loss) from continuing operations $ (226.1) $ 242.1 $ 81.3 $ 116.6 $ 8.4 $ 3.8 $ (180.4) $ 45.7 Net income (loss) attributable to Trinity Industries, Inc. $ (147.3) $ 242.1 $ — $ 116.6 $ 8.4 $ 3.8 $ (180.4) $ 43.2 Diluted weighted average shares outstanding (4) 115.9 117.2 Diluted income (loss) from continuing operations per common share attributable to Trinity Industries, Inc. $ (1.27) $ 0.37
DELIVERING GOODS for THE GOOD of ALL /// Reconciliation: Adjusted Operating Results (continued) We have supplemented the presentation of our reported GAAP operating profit (loss), income (loss) from continuing operations before income taxes, provision (benefit) for income taxes, income (loss) from continuing operations, net income (loss) attributable to Trinity Industries, Inc., diluted weighted average shares outstanding and diluted income (loss) from continuing operations per common share attributable to Trinity Industries, Inc. with non-GAAP measures that adjust the GAAP measures to exclude the impact of restructuring activities, the effects on income tax expense of a one-time, non-cash, deferred tax impact related to our planned Maintenance Services expansion into a new Midwest facility, and certain other non-recurring transactions or events (as applicable). These non-GAAP measures are derived from amounts included in our GAAP financial statements and are reconciled to the most directly comparable GAAP financial measures in the table above. Management believes that these measures are useful to both management and investors for analyzing the performance of our business without the impact of certain non-recurring items. 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 Year Ended December 31, 2019 GAAP Restructuring activities Income tax Adjusted (in millions, except per share amounts) Operating profit $ 416.3 $ 14.7 $ — $ 431.0 Income from continuing operations before income taxes $ 200.7 $ 14.7 $ — $ 215.4 Provision (benefit) for income taxes $ 61.5 $ 3.3 $ (9.7) $ 55.1 Income from continuing operations $ 139.2 $ 11.4 $ 9.7 $ 160.3 Net income attributable to Trinity Industries, Inc. $ 137.6 $ 11.4 $ 9.7 $ 158.7 Diluted weighted average shares outstanding 127.3 127.3 Diluted income from continuing operations per common share attributable to Trinity Industries, Inc. $ 1.09 $ 1.26
DELIVERING GOODS for THE GOOD of ALL /// Year Ended December 31, 2018 GAAP Write-off of assets held under capital leases Adjusted (in millions, except per share amounts) Operating profit $ 315.1 $ 12.6 $ 327.7 Income from continuing operations before income taxes $ 151.6 $ 12.6 $ 164.2 Provision for income taxes $ 42.6 $ 2.8 $ 45.4 Income from continuing operations $ 109.0 $ 9.8 $ 118.8 Net income attributable to Trinity Industries, Inc. $ 159.3 $ 9.8 $ 169.1 Diluted weighted average shares outstanding 146.4 146.4 Diluted income from continuing operations per common share attributable to Trinity Industries, Inc. $ 0.70 $ 0.77 Year Ended December 31, 2017 GAAP Effects of the Tax Cuts and Jobs Act Adjusted (in millions, except per share amounts) Operating profit $ 368.3 $ — $ 368.3 Income from continuing operations before income taxes $ 195.4 $ — $ 195.4 Provision (benefit) for income taxes $ (414.8) $ 476.2 $ 61.4 Income from continuing operations $ 610.2 $ (476.2) $ 134.0 Net income attributable to Trinity Industries, Inc. $ 702.5 $ (476.2) $ 226.3 Diluted weighted average shares outstanding 152.0 152.0 Diluted income from continuing operations per common share attributable to Trinity Industries, Inc. $ 3.85 $ 0.79 We have supplemented the presentation of our reported GAAP operating profit (loss), income (loss) from continuing operations before income taxes, provision (benefit) for income taxes, income (loss) from continuing operations, net income (loss) attributable to Trinity Industries, Inc., diluted weighted average shares outstanding and diluted income (loss) from continuing operations per common share attributable to Trinity Industries, Inc. with non-GAAP measures that adjust the GAAP measures to exclude the impact of asset write-downs, the effects on income tax expense of a one‑time benefit related to the Tax Cuts & Jobs Act, and certain other non-recurring transactions or events (as applicable). These non-GAAP measures are derived from amounts included in our GAAP financial statements and are reconciled to the most directly comparable GAAP financial measures in the tables above. Management believes that these measures are useful to both management and investors for analyzing the performance of our business without the impact of certain non-recurring items. 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. Reconciliation: Adjusted Operating Results (continued) 43
DELIVERING GOODS for THE GOOD of ALL /// Reconciliation: EBITDA and Adjusted EBITDA “EBITDA” is defined as income (loss) from continuing operations plus interest expense, income taxes, and depreciation and amortization expense. Adjusted EBITDA is defined as EBITDA plus non-cash impairment of long-lived assets, restructuring activities, and pension plan settlement. EBITDA and Adjusted EBITDA are non-GAAP financial measures; however, the amounts included in these calculations are derived from amounts included in our GAAP financial statements. EBITDA and Adjusted EBITDA are reconciled to net income (loss), the most directly comparable GAAP financial measure, in the table above. This information is provided to assist management and 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 and Adjusted EBITDA should not be considered as alternatives to net income as indicators of our operating performance, or as alternatives to operating cash flows as measures of liquidity. 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 FY 2020 (in millions) Net income (loss) $ (226.2) Less: Income (loss) from discontinued operations, net of income taxes (0.1) Income (loss) from continuing operations $ (226.1) Add: Interest expense 219.2 Provision (benefit) for income taxes (268.4) Depreciation and amortization expense 266.0 EBITDA $ (9.3) Add: Impairment of long-lived assets 396.4 Restructuring activities, net 11.0 Pension plan settlement 151.5 Adjusted EBITDA $ 549.6
DELIVERING GOODS for THE GOOD of ALL /// Reconciliation: Leasing Economic Profit 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 to add back depreciation expense and the operating profit related to railcar sales. This non-GAAP measure is reconciled to Operating Profit – Leasing Operations, 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. 45 2016 2017 2018 2019 2020 (in millions) Operating profit – Leasing Operations $ 312.5 $ 341.3 $ 291.8 $ 314.7 $ 336.0 Less: Interest expense (125.2) (125.8) (142.3) (197.2) (196.2) Profit Before Tax – Leasing Operations 187.3 215.5 149.5 117.5 139.8 Add: Depreciation 156.2 172.3 196.6 232.2 214.7 Economic Profit – Leasing Operations 343.5 387.8 346.1 349.7 354.5 Add: Operating profit – Railcar Sales 47.6 103.2 71.9 91.9 17.7 Total Economic Profit – Leasing Group $ 391.1 $ 491.0 $ 418.0 $ 441.6 $ 372.2
DELIVERING GOODS for THE GOOD of ALL /// Reconciliation: Steady State Cash Flow Steady State 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, plus net cost of sold lease fleet railcars owned one year or less, less manufacturing and corporate depreciation and amortization, less Leasing Steady State CapEx Required. Leasing Steady State CapEx Required is defined as leasing depreciation plus the net book value of railcar sales. We believe Steady State Cash Flow is useful to both management and investors as it provides a relevant measure of liquidity and a useful basis for assessing our potential to fund further reinvestment in the business for growth or return capital to shareholders, after investments to maintain a comparable level of cash flow at the enterprise level. Steady State 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. 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. 46 2016 2017 2018 2019 2020 (in millions) Net cash provided by operating activities – continuing operations $ 837.5 $ 610.1 $ 274.2 $ 396.7 $ 651.8 Add: Proceeds from railcar lease fleet sales owned more than one year at the time of sale 37.7 360.7 230.5 205.7 138.7 Net cost of sold lease fleet railcars owned one year or less 92.0 79.9 92.4 319.3 54.0 Adjusted Net Cash Provided by Operating Activities, including Portfolio Sales 967.2 1,050.7 597.1 921.7 844.5 Less: Manufacturing/Corporate depreciation and amortization (Proxy for Steady State CapEx) (61.1) (57.4) (55.3) (51.4) (51.3) Leasing Steady State CapEx Required (defined below) (272.4) (529.4) (469.1) (706.7) (390.1) Steady State Cash Flow Generation $ 633.7 $ 463.9 $ 72.7 $ 163.6 $ 403.1 2016 2017 2018 2019 2020 (in millions) Leasing depreciation $ 156.2 $ 172.3 $ 196.6 $ 232.2 $ 214.7 Total proceeds from sales of leased railcars 163.8 460.3 344.4 566.4 193.1 Less: Total profit on railcar sales (47.6) (103.2) (71.9) (91.9) (17.7) Add: NBV of rail portfolio sales $ 116.2 $ 357.1 $ 272.5 $ 474.5 $ 175.4 Leasing Steady State CapEx Required $ 272.4 $ 529.4 $ 469.1 $ 706.7 $ 390.1
DELIVERING GOODS for THE GOOD of ALL /// Reconciliation: Lease Investment and Required “Equity CapEx” Lease investment is typically leveraged at a 70-80% LTV, reducing required equity capital and increasing available cash flow. *Leasing CapEx is defined as “Capital Expenditures – leasing, net of sold lease fleet railcars owned one year or less” in the Company’s Statement of Cash Flows 47 2016 2017 2018 2019 2020 (in millions) Capital expenditures – leasing, net of sold lease fleet railcars owned one year or less $ 799.1 $ 608.3 $ 948.3 $ 1,122.2 $ 602.2 Less: Payments to retire debt (162.0) (375.3) (887.8) (1,724.1) (1,442.9) Proceeds from the issuance of debt — 533.5 1,206.6 2,567.8 1,561.4 Net proceeds from (repayments of) debt (162.0) 158.2 318.8 843.7 118.5 Equity CapEx for new leased railcars $ 961.1 $ 450.1 $ 629.5 $ 278.5 $ 483.7 (i n m il li o n s) Leasing CapEx* Net, New Debt Funding Equity CapEx, Leasing 2016 2017 2018 2019 2020 $(200.0) $— $200.0 $400.0 $600.0 $800.0 $1,000.0 $1,200.0
DELIVERING GOODS for THE GOOD of ALL /// Reconciliation: Walking FCF Beyond Lease Investment Total Free Cash Flow After Investments and Dividends ("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 capital expenditures for manufacturing, dividends paid, and Equity CapEx for new leased railcars. Equity CapEx for new leased railcars is defined as leasing capital expenditures, net of sold lease fleet railcars owned one year or less, adjusted to exclude net proceeds (repayments) of debt. 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. 48 2016 2017 2018 2019 2020 (in millions) Net cash provided by operating activities – continuing operations $ 837.5 $ 610.1 $ 274.2 $ 396.7 $ 651.8 Add: Proceeds from railcar lease fleet sales owned more than one year at the time of sale 37.7 360.7 230.5 205.7 138.7 Adjusted Net Cash Provided by Operating Activities 875.2 970.8 504.7 602.4 790.5 Less: Capital expenditures – manufacturing and other (49.5) (22.0) (37.3) (97.0) (102.3) Dividends paid to common shareholders (66.7) (72.6) (77.4) (82.1) (91.7) Free Cash Flow (before Capital expenditures – leasing) 759.0 876.2 390.0 423.3 596.5 Less: Equity CapEx for new leased railcars (961.1) (450.1) (629.5) (278.5) (483.7) Total Free Cash Flow After Investments and Dividends $ (202.1) $ 426.1 $ (239.5) $ 144.8 $ 112.8
DELIVERING GOODS for THE GOOD of ALL /// Reconciliation: Total Company Pre-Tax ROE (1) Excludes $81.3 million of non-cash impairment of long-lived asset charges associated with the noncontrolling interest recorded in the second quarter of 2020. (2) Return on Equity is calculated as income from continuing operations divided by average total stockholders' equity. (3) Pre-Tax Return on Equity is calculated as adjusted profit before tax divided by average adjusted stockholders' equity, each as defined and reconciled above. Pre-Tax Return on Equity (“Pre-Tax ROE”) is defined as a ratio for which (i) the numerator is calculated as income or loss from continuing operations, adjusted to exclude the effects of the provision or benefit for income taxes, net income or loss attributable to noncontrolling interest, and certain other adjustments, which include restructuring activities, the controlling interest portion of impairment of long-lived assets, early redemption of debt, and pension plan settlement; and (ii) the denominator is calculated as average stockholders’ equity (which excludes noncontrolling interest), adjusted to exclude accumulated other comprehensive income or loss. In the table above, the numerator and denominator of our Pre-Tax ROE calculation are reconciled to income from continuing operations and stockholders’ equity, respectively, which are the most directly comparable GAAP financial measures. Management believes that Pre-Tax ROE is a useful measure to both management and investors as it provides an indication of the economic return on the Company’s investments over time. Pre-Tax ROE is used in consideration of the Company’s expected tax position in the near-term. 49 December 31, 2018 December 31, 2019 LTM September 30, 2020 December 31, 2020 ($ in millions) Numerator: Income (loss) from continuing operations $ 109.0 $ 139.2 $ (77.1) $ (226.1) Provision (benefit) for income taxes 42.6 61.5 (205.8) (268.4) Income (loss) from continuing operations before income taxes 151.6 200.7 (282.9) (494.5) Net loss attributable to noncontrolling interest (3.8) 1.5 79.6 78.9 Adjustments: Restructuring activities, net — 14.7 25.2 11.0 Impairment of long-lived assets – controlling interest (1) — — 288.1 315.1 Early redemption of debt — — 5.0 5.0 Pension plan settlement — — — 151.5 Adjusted Profit Before Tax $ 147.8 $ 216.9 $ 115.0 $ 67.0 December 31, 2018 December 31, 2019 September 30, 2020 December 31, 2020 Denominator: Total stockholders' equity $ 2,562.0 $ 2,378.9 $ 2,093.6 $ 2,016.0 Noncontrolling interest (351.2) (348.8) (276.3) (277.2) Accumulated other comprehensive loss 116.8 153.1 164.5 30.9 Adjusted Stockholders' Equity $ 2,327.6 $ 2,183.2 $ 1,981.8 $ 1,769.7 Average total stockholders' equity $ 2,470.5 $ 2,236.3 $ 2,197.5 Return on Equity (2) 5.6 % (3.4) % (10.3) % Average Adjusted Stockholders' Equity $ 2,255.4 $ 2,082.5 $ 1,976.5 Pre-Tax Return on Equity (3) 9.6 % 5.5 % 3.4 %
DELIVERING GOODS for THE GOOD of ALL /// Year Ended December 31, 2019 Year Ended December 31, 2020 As Reported Adjustments As Adjusted As Reported Adjustments As Adjusted (in millions) Consolidated Statement of Cash Flows: Operating activities: Net gain on railcar lease fleet sales $ (50.5) $ (41.4) $ (91.9) $ (17.3) $ (0.4) $ (17.7) Net cash provided by operating activities $ 393.6 $ (41.4) $ 352.2 $ 651.7 $ (0.4) $ 651.3 Investing activites: Proceeds from railcar lease fleet sales $ 205.7 $ 360.7 $ 566.4 $ 138.7 $ 54.4 $ 193.1 Capital expenditures – leasing $ (1,122.2) $ (319.3) $ (1,441.5) $ (602.2) $ (54.0) $ (656.2) Net cash used in investing activities $ (993.3) $ 41.4 $ (951.9) $ (532.9) $ 0.4 $ (532.5) Net increase (decrease) in cash, cash equivalents, and restricted cash $ (73.2) $ — $ (73.2) $ (49.2) $ — $ (49.2) 50 Reconciliation of Railcar Sales Accounting The unaudited tables provided on this page and the following page reconcile our historical presentation of railcar sales from the lease fleet to the recently announced prospective change in presentation. The tables are provided for informational purposes to assist investors in understanding the impact that the change in presentation will have on our Consolidated Statement of Cash Flows. The tables illustrate the impacts of the change as though the sales of leased railcars had been historically presented in a manner consistent with the prospective treatment.
DELIVERING GOODS for THE GOOD of ALL /// Three Months Ended March 31, 2020 Three Months Ended June 30, 2020 As Reported Adjustments As Adjusted As Reported Adjustments As Adjusted (in millions) Consolidated Statement of Cash Flows: Operating activities: Net gain on railcar lease fleet sales $ (8.7) $ (1.7) $ (10.4) $ (5.7) $ 1.3 $ (4.4) Net cash provided by operating activities $ 173.6 $ (1.7) $ 171.9 $ 154.0 $ 1.3 $ 155.3 Investing activites: Proceeds from railcar lease fleet sales $ 68.5 $ 44.3 $ 112.8 $ 63.7 $ 10.1 $ 73.8 Capital expenditures – leasing $ (129.2) $ (42.6) $ (171.8) $ (130.3) $ (11.4) $ (141.7) Net cash used in investing activities $ (64.6) $ 1.7 $ (62.9) $ (90.0) $ (1.3) $ (91.3) Net increase (decrease) in cash, cash equivalents, and restricted cash $ 31.9 $ — $ 31.9 $ (15.6) $ — $ (15.6) Three Months Ended September 30, 2020 Three Months Ended December 31, 2020 As Reported Adjustments As Adjusted As Reported Adjustments As Adjusted (in millions) Consolidated Statement of Cash Flows: Operating activities: Net gain on railcar lease fleet sales $ (2.9) $ — $ (2.9) $ — $ — $ — Net cash provided by operating activities $ 129.0 $ — $ 129.0 $ 195.1 $ — $ 195.1 Investing activites: Proceeds from railcar lease fleet sales $ 6.5 $ — $ 6.5 $ — $ — $ — Capital expenditures – leasing $ (189.3) $ — $ (189.3) $ (153.4) $ — $ (153.4) Net cash used in investing activities $ (206.4) $ — $ (206.4) $ (171.9) $ — $ (171.9) Net increase (decrease) in cash, cash equivalents, and restricted cash $ (72.0) $ — $ (72.0) $ 6.5 $ — $ 6.5 Reconciliation of Railcar Sales Accounting 51
DELIVERING GOODS for THE GOOD of ALL /// SLIDE 4 – Trinity Industries, Inc. Overview 1. Current dividend yield represents the Company’s most recent quarterly dividend, annualized and the Company’s stock price as of December 31, 2020 2. Intersegment revenues are eliminated SLIDE 10 – A Sustainable Capital Story: Attractive Yielding Assets with Long-tailed Utility 1. Umler source data, January 1, 2021 2. The charts pictured are illustrative and represent the financial performance of a typical lease railcar in the Company's portfolio pricing model. The assumptions reflect current lease pricing parameters, our recently updated economic life assumptions, constant leverage of 65% LTV, and low annual inflation of rents and operating costs between 0.75% and 1.5% SLIDE 11 – A Sustainable Capital Story: Trinity’s Rail Platform Delivers Strategic Synergies The financial information presented depicts tangible synergies of Trinity’s rail platform and represents the cumulative benefit of corresponding cash flows from 2016-2020. The OP contribution referenced is associated with profit from rent or portfolio sales from railcars added to Trinity’s lease portfolio during the same time period, and represents incremental profit earned by meeting customer needs through organic platform growth. SLIDE 13 – A Sustainable Capital Story: Reinvestment & Capital Return Drive Shareholder Value Trinity’s Book Value prior to October 31, 2018 has been adjusted by $1,732.2 million for the tax-free distribution of Arcosa, Inc. (NYSE:ACA), which occurred on November 1, 2018, for the purposes of depicting a five year timeline of Book Value growth. SLIDE 16 – Railcars Are Attractive Long-term Investments https://www.aar.org/wp-content/uploads/2019/02/AAR-Sustainability-Fact-Sheet-2019.pdf SLIDE 19 – Integral Part of the North American Supply Chain 1. Umler® (January 1, 2021 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. 2. FTR Associates 02/17/2021 3. American Association of Railroads, accessed on March 1, 2021 SLIDE 20 – Delivering Essential Goods to the Global Marketplace Association of American Railroads, accessed on October 6, 2020 SLIDE 21 – Capitalizing on Structural Change in the Rail Market Umler® North American fleet ownership data as of December 31, 2020 SLIDE 23 – Rail Market Update and Commercial Overview 1. Association of American Railroads (AAR) Weekly Railcar Loadings 2. AAR Rail Time Indicators – February 1, 2021 Presentation Footnotes 52
DELIVERING GOODS for THE GOOD of ALL /// Presentation Footnotes (continued) 53 SLIDE 26 – Stable Financial Performance Through the Cycle 1. Leasing Operations Profit Margin calculated using only revenues and profit from Leasing Operations including Partially Owned Subsidiaries and excluding Car Sales. Leasing Operations is specific to revenue and operating profit reported under “Leasing and management” within the Railcar Leasing and Management Services Group. 2. The high-to-low average lease rate scale represents 60% of the leases that renew in the specified year so as to limit the skew, however, the lease rate average represents 100% of the expiring leases. 3. Future Lease Rate Differential (FLRD) calculates the weighted average of the most current quarterly lease rates transacted compared to the weighted average lease rates for railcars expiring over the next twelve months; the revenue headwind/tailwind is calculated by applying the FLRD to the percentage of expiring railcars over that time period, and including a mid-year factor to reflect the 12 month time period the expirations will take effect. SLIDE 28 – Diversified Portfolio of Railcar Equipment The basis of presentation for lease portfolio diversification aligns with industry standard definitions of commodity groups. The information regarding “Markets Served” included in Trinity’s Form 10-K for year ended December 31, 2020 reflects the manner in which the Company services its customer markets. SLIDE 31 – Strategic Initiatives to Elevate Manufacturing Margin Performance 1. ”Annual Railcar Deliveries” is provided as context, to depict the expected margin improvement resulting from the strategic initiatives listed in a comparable production environment. 2. OP% for the LTM period ending 9/30/2020 represents Management’s baseline for financial improvement as disclosed during the November 2020 Investor Day presentation. SLIDE 35 – Strategically Positioned for Market Uncertainty and Opportunistic Deployment 1. Includes corporate revolving credit facility as part of the short-term financing structure SLIDE 36 – Platform Optimization is Critical to Improve Pre-Tax ROE Pre-tax ROE at 9/30/2020 represents Management’s baseline for financial improvement as disclosed during the November 2020 Investor Day presentation. SLIDE 37 – Executing on Strategic Initiatives to Improve Pre-Tax ROE 1. Includes corporate revolving credit facility as part of the short-term financing structure
DELIVERING GOODS for THE GOOD of ALL /// Contact Information 54 Contact Information: Jessica Greiner, VP Investor Relations and Communications 214-589-8047 | Jessica.Greiner@trin.net | TrinityInvestorRelations@trin.net Investor Website: www.trin.net/investor-relations