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Section 1: 8-K (FORM 8-K)


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): October 4, 2018

Arcosa, Inc.
 

 
(Exact name of registrant as specified in its charter)

Delaware
 
001-38494
 
82-5339416
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)

2525 N. Stemmons Freeway,
Dallas, Texas
 
75207-2401
(Address of principal executive offices)
 
(Zip Code)

Registrant's telephone number, including area code: 214-631-4420

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 7.01
Regulation FD Disclosure.

As previously announced, Arcosa, Inc. (“Arcosa”) and Trinity Industries, Inc. (“Trinity”) will host separate Investor Day meetings in New York City in anticipation of the expected tax-free distribution of Arcosa to Trinity stockholders on November 1, 2018. Arcosa’s Investor Day meeting will be held on October 4, 2018 at 1:00 p.m. Eastern time (the “Investor Day”). A copy of the materials to be presented at Arcosa’s Investor Day meeting is attached hereto as Exhibit 99.1, and is incorporated herein by reference. In addition, the presentation materials will be made available on www.arcosa.com.

The event will be webcast, and participants can register at www.trin.net/events-and-presentations. A replay of the webcast will also be made available on Arcosa’s website through the date of the spin.

The information in this report (including the Exhibit) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities 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.

(d) Exhibits

The following are furnished as exhibits to this report:

Arcosa, Inc. Investor Presentation dated October 2018


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
Arcosa, Inc.
       
October 4, 2018
By:
/s/ Bryan P. Stevenson
   
Name:
Bryan P. Stevenson
   
Title:
Secretary



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Section 2: EX-99.2 (EXHIBIT 99.1)


Exhibit 99.1
 

 Investor Presentation  October 2018 
 
   How to Find Us  Moving Infrastructure Forward — Investor Presentation, October 2018  2  Investor [email protected]  NYSE tickerACA  Our websitewww.arcosa.com  HeadquartersArcosa, Inc.500 North Akard StreetDallas, Tx 75201 
 

 Moving Infrastructure Forward — Investor Presentation, October 2018  3  1:00 - 1:05 Introduction: Gail Peck, SVP, Finance & Treasurer1:05 -1:25 Opening Remarks & Strategic Roadmap: Antonio Carrillo, President & CEO1:25 - 1:45 Construction Products Overview: Reid Essl, President, Construction Products1:45 - 2:05 Energy Equipment Overview: Kerry Cole, President, Energy Equipment2:05 - 2:25 Transportation Products Overview: Jess Collins, President, Transportation Products2:25 - 2:40 Financial Overview and Capital Allocation: Scott Beasley, CFO2:40 - 2:50 Closing Remarks: Antonio Carrillo, President & CEO2:50 - 3:30 Q&A3:30 Breakout Sessions  Agenda 
 

   Today’s presenters  Moving Infrastructure Forward — Investor Presentation, October 2018  4  Antonio Carrillo  Reid Essl  Kerry Cole  Jess Collins  Scott Beasley  President & Chief Executive Officer  President, Construction Products  President, Energy Equipment  President, Transportation Products  Chief Financial Officer 
 

 Forward Looking Statements  Moving Infrastructure Forward — Investor Presentation, October 2018  5  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 Arcosa’s estimates, expectations, beliefs, intentions or strategies for the future, and the assumptions underlying these forward-looking statements, including, but not limited to, statements about the anticipated separation of Trinity Industries, Inc. (NYSE: TRN) into two separate public companies, the expected timetable for completing the spin-off transaction, whether or not the spin-off transaction occurs, future financial and operating performance of each company, benefits and synergies of the spin-off transaction, strategic and competitive advantages of each company, future opportunities for each company and any other statements regarding events or developments that Arcosa believes or anticipates will or may occur in the future. Arcosa uses the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” “guidance,” “outlook,” and similar expressions to identify these forward-looking statements. Forward-looking statements speak only as of the date of this presentation, and, except as required by federal securities laws, Arcosa expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Arcosa’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. There is no assurance that the proposed spin-off transaction will be completed, that the Trinity’s Board of Directors will continue to pursue the proposed spin-off transaction (even if there are no impediments to completion), that Trinity will be able to separate its businesses, or that the proposed spin-off transaction will be the most beneficial alternative considered. 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 or Arcosa’s operations, markets, products, services and prices, as well as any changes in or abandonment of the proposed separation or the ability to effect the separation and satisfy the conditions to the proposed separation, 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 Arcosa’s Form 10 filing and Trinity’s Annual Report on Form 10-K for the most recent fiscal year, and as may be revised and updated by Trinity’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. 
 

 Agenda  Company overview and strategic roadmapBusiness segment highlightsFinancial overview and capital allocation strategyLeadership team   Moving Infrastructure Forward — Investor Presentation, October 2018  6 
 

       Enhances Focus of Each Company  Arcosa to focus on growing market opportunities in infrastructure spendingTrinity Industries to operate integrated rail leasing, manufacturing, and services business  Moving Infrastructure Forward — Investor Presentation, October 2018  7  Enables Each Company to Optimize Capital Structure  Enables Arcosa and Trinity to Pursue Distinct Growth Strategies  Strategic Rationale  For the separation of Arcosa from Trinity Industries 
 

   Moving Infrastructure Forward — Investor Presentation, October 2018  8  $182MEBITDA  ~$200MCash at spin, with no material debt  $1.4BRevenue  Arcosa By the Numbers  A new public company with an established operating history and financial flexibility  ~40Operating Locations across N. America  $119MOperating Profit  85+Years of Operating History  Note: Revenue, Operating Profit, and EBITDA are LTM 06/30/2018. See EBITDA reconciliation in Appendix 
 

   Established businesses with additional potential to thrive in Arcosa’s new structure  Moving Infrastructure Forward — Investor Presentation, October 2018  9    Revenue  Note: Revenue is LTM 06/30/2018    $785M  ENERGY  WIND TOWERS  UTILITY STRUCTURES  STORAGE TANKS    $353M  COMPONENTS  BARGES  TRANSPORTATION    CONSTRUCTION  $288M  AGGREGATES  SPECIALTY MATERIALS  CONSTRUCTION SITE SUPPORT  Markets     
 

   Moving Infrastructure Forward — Investor Presentation, October 2018  10  Investment Case  Stage 1 plan underway to execute on our long term vision  Established businesses with additional potential to thrive in Arcosa’s new structure  Barge recovery to provide near term growth  Experienced leadership team with a common vision  Expected Revenue and EBITDA growth in 2019  Broad infrastructure market exposure creates opportunities for growth and strategic optionality 
 

 Moving Infrastructure Forward — Investor Presentation, October 2018  11  Long term vision for Arcosa  Improve returns on invested capital  Grow in attractive markets where we can achieve sustainable competitive advantages  Reduce the complexity and cyclicality of the overall business 
 

           Stage 1 Priorities  Moving Infrastructure Forward — Investor Presentation, October 2018  12  Grow Construction Products organically and through acquisitions  Expand Transport-ation Products organically as barge and rail markets recover  Improve Energy Equipment’s operational performance while pursuing disciplined growth  Operate a flat and responsive corporate structure 
 

   Broad infrastructure market exposure creates growth opportunities across construction, energy, and transportation   Moving Infrastructure Forward — Investor Presentation, October 2018  13  Sources: American Society of Civil Engineers, Oxford Economics  Recent estimates suggest that improving U.S. infrastructure to an “adequate state” requires a total investment of approximately $4.6 trillion from 2016 to 2025   Replacement of aging infrastructure  Long-term population growth in key Southwest geographies is expected to exceed U.S. growth ratesAdditionally, population growth in Mexico and other Latin American countries is expected to positively impact future infrastructure spending  New infrastructure spending to meet population growth  Shifting trends in the global energy landscape expected to benefit Arcosa, including:Increased adoption of renewablesIncreased U.S. oil & gas production, driven by shale basins  Changing energy landscape  Early signs of recovery in barge and rail marketsArcosa is well-positioned to benefit from a market recovery in these areas  Recovery in key transportation markets  Go to Marine 
 

         A separation that provides the foundation for a strong future  Moving Infrastructure Forward — Investor Presentation, October 2018  14  Liquidity to fund growth opportunities  Healthy balance sheet  ~$200M of cash, plus expect $400M revolving credit facilityHealthy free cash flow and relatively light capital intensity  No material debt at time of spinNo material contingent liabilities   Independent structure  Trinity to distribute 100% of shares to Trinity shareholdersNo overlapping directorsNew headquarters  Note: Free cash flow defined as cash provided by operating activities less capex 
 

   Grow Construction Products  Stage 1 Priorities  Moving Infrastructure Forward — Investor Presentation, October 2018  15  Actions completed or underway  Improve Energy Equipment  Expand Transportation Products  Operate a flat corporate structure          Pursuing pipeline of acquisitions across aggregates, specialty materials, and construction site support  Outsourced certain corporate functions as part of separationStreamlined corporate structure to reduce layers  Extending Continuous Improvement program from Wind Towers to rest of Energy EquipmentIn process of divesting certain businesses in “Other” Energy Equipment  Preparing barge plants for increased production in 2019, including potential re-opening of idle plantsExpanding components business to new customers and markets  2019 EBITDA guidance of $180-195M    See EBITDA reconciliation included in Appendix for reconciliation to 2019 Net Income range of $81-89M  
 

 Agenda  Company overview and strategic roadmapBusiness segment highlightsFinancial overview and capital allocation strategyLeadership team  16  Moving Infrastructure Forward — Investor Presentation, October 2018 
 

 CONSTRUCTION PRODUCTS   
 

 Long term demand drivers are positive across the segmentOur businesses have competitive advantages in compelling markets that lead to attractive margins and returnsCompetitive pricing in certain products can be mitigated over time by margin expansion potential in othersFragmented markets with significant consolidation and acquisition opportunities    Construction Products Summary  Moving Infrastructure Forward — Investor Presentation, October 2018  18 
 

   Construction Products Segment Overview        Key Figures  REVENUE   ProductS  by product type ($M)  Natural sand, gravel and limestone base  Shale & clay expanded and hardened in a rotary kiln   Steel & aluminum trench shoring products and systems  $288M  Revenue  26%  Adjusted EBITDA Margin  $30B+  Estimated annual market size  $*(*)  AGGREGATES  SPECIALTY MATERIALS  CONSTRUCTION SITE SUPPORT  217(75%)  Aggregates andspecialty materials  Constructionsite support  71(25%)  Note: Aggregates and Specialty Materials grouped as “Construction Aggregates” in Financials. Construction Site Support classified as “Other”. See Adjusted EBITDA reconciliation in Appendix to reconcile Adjusted EBITDA margin with Operating Profit margin of 19%.  (LTM 6/30/18)  Moving Infrastructure Forward — Investor Presentation, October 2018  19 
 

     Moving Infrastructure Forward — Investor Presentation, October 2018  20    Key private demand drivers  Key public demand drivers  Construction Products Market Outlook  Long term demand drivers across the segment are positive, driven by both private and public demand  Public highway spendingMulti-year federal transportation bill (FAST Act)State-level fundingPublic non-residential constructionPublic awareness of need to invest in infrastructure, driven by unsustainably low public investment in infrastructure  Residential / Commercial / Industrial construction activity driven by:Population growthHousehold income and wage growthRegulatory / safety compliancePipeline construction to meet growing domestic oil and gas production  
 

   Aggregates Overview  Aggregates business operates in favorable Texas and Gulf Coast markets, with opportunities to expand in this fragmented industry    Population and GDP growth in the “Texas Triangle” projected to outpace the national average from 2018-2025Texas Department of Transportation’s (TXDOT) Unified Transportation Plan anticipates $75 billion in infrastructure spending over the next 10 yearsAppealing attributes have brought additional competition and supply          Dallas-Ft Worth market    Houston-Gulf Coast market  Central Texas market    Operate 11 locations across 3 importantmarkets in Texas and the Gulf Coast  Attractive market fundamentals in Texas and Gulf Coast markets  Source: Oxford Economics, TXDOT UTP (2019)  Moving Infrastructure Forward — Investor Presentation, October 2018  21 
 

   Aggregates Competitive Advantages  We have developed a number of competitive advantages that help us generate strong returns        Strategically located reserves in fast growing Texas & Gulf Coast markets  Deep customer relationships with major concrete producers & construction companies  Intimate knowledge of land and operating companies in our markets  Operating expertise in mining and processing materials  Regional production scale  Track record of organic and acquisition growth    AGGREGATES        Moving Infrastructure Forward — Investor Presentation, October 2018  22 
 

 Full time geology team working to identify and acquire natural aggregate reservesFlexibility to acquire raw land when reserves offer more value than buying operating companiesExpertise in creating mining plans and constructing aggregates plants    Aggregates Growth Opportunities  The aggregates business has attractive growth opportunities  Our relationships and operating experience lead to a pipeline of operating company opportunities  We also pursue reserve acquisitions to build strategic advantages      $23B aggregates market size in the U.S.More than 5,500 producers manage ~10,000 operations~60% of aggregate plants are privately-heldThe 20 largest sand and gravel producers represent only ~30% of U.S. production  Arcosa’s team has been operating in Texas since the early 1990sRelationships with privately-held operating companies in and adjacent to our key markets  Sources: NSSGA, USGS  Fragmented industry creates opportunities  Moving Infrastructure Forward — Investor Presentation, October 2018  23 
 

   Specialty Materials Overview  Specialty lightweight aggregates business has geographic and end market diversity                                                                                                                                    We operate 7 lightweight aggregate locations across the United States  Road and bridge construction  Residential/ commercial  Environmental / Horticulture  Other specialty markets    Nationwide Footprint  Diverse End Markets  Moving Infrastructure Forward — Investor Presentation, October 2018  24  Pre-cast products, stone veneer, rooftile, baseball infield conditioner 
 

   Lightweight Aggregates Competitive Advantages  Our competitive advantages help us serve customers and generate strong returns        Nationwide footprint to cost-effectively serve customers across the country  Specialized technical sales force to work with customers on lightweight material applications  Proven acquisition and integration expertise  Processing expertise in critical rotary kiln operations  Reserves in close proximity to processing plants    LIGHTWEIGHTAGGREGATES        Moving Infrastructure Forward — Investor Presentation, October 2018  25 
 

         Specialty Materials Growth Opportunities  We see attractive acquisition opportunities to expand our specialty materials platform  Value-Added Processing  Diverse or Specialized End Markets  Specialty Materials > $4 Billion Market Opportunity  Mining of Unique Materials  Moving Infrastructure Forward — Investor Presentation, October 2018  26  Source: Private 3rd Party Data 
 

   Asset swap for multiple lightweight aggregates operating plants  Acquisition of multiple lightweight aggregates operating plants  Acquisition of multiple lightweight aggregates operating plants  Aggregates and Specialty Materials Growth  Moving Infrastructure Forward — Investor Presentation, October 2018  27  Track record of disciplined acquisitions to expand aggregates and specialty materials platforms  2016  2012  2014  2013  2015  2017  LTM06/30/2018  Combined Aggregates and Specialty Materials Revenue$ Millions    Source: Arcosa financials (2015-LTM 6/18); Trinity financials (2012-2014) 
 

   Construction Site Support Overview  Trench shoring is a growing platform, driven by nationwide infrastructure spending and regulatory and safety standards  Diverse Product Portfolio      Shoring products apply pressure to the walls of a trench or hole  Increasing focus on worker safety and OSHA compliance  Growing End Markets  Road and bridge construction  Water and sewer construction  Utility construction (Gas / Electric)  Pipeline construction & inspection  Moving Infrastructure Forward — Investor Presentation, October 2018  28 
 

   Trench Shoring Competitive Advantages  Our trench shoring business has a number of competitive advantages that help us serve customers        Industry-leading manufacturing capacity  Manufacturing experience to meet stringent job site requirements  Reputation for innovation  Track record of value-creating acquisitions  Deep customer relationships  Technical expertise for unique projects    SHORING        Moving Infrastructure Forward — Investor Presentation, October 2018  29 
 

   Trench Shoring Products Growth Opportunities  We have built a platform in construction site support, and have attractive growth opportunities        2017  Future Growth  2012  CONSTRUCTIONSITE SUPPORT  Potential areas of growthOrganic investments to expand geographic reachAdditional bolt-on acquisitions Companies that expand our product offering and end markets servedCompanies that grow our geographic reach  Moving Infrastructure Forward — Investor Presentation, October 2018  30  Initial acquisition of 2 market-leading brands in the trench shoring industry  Acquisition of additional trench shoring manufacturer 
 

 Three well-established business units serving the construction industryBalanced product portfolio with organic growth potential through product adjacencies and geographical expansionFragmented market with significant consolidation and acquisition opportunities in aggregates and specialty materials     Construction Products Summary  Moving Infrastructure Forward — Investor Presentation, October 2018  31  Grow Construction Products 
 

 ENERGYEQUIPMENT 
 

   Energy Equipment Summary  Moving Infrastructure Forward — Investor Presentation, October 2018  33  Dynamic energy landscape with varied trends across our product linesCompetitive manufacturing and sourcing advantages give us foundation for growthStage 1 priorities focused on margin improvementExtending continuous improvement program from Wind Towers to rest of Energy EquipmentIn process of divesting certain businesses in “Other” Energy EquipmentRealigned management teamPlatforms provide acquisition opportunities  
 

   Energy Equipment Segment Overview  Moving Infrastructure Forward — Investor Presentation, October 2018  34        WIND TOWERS  UTILITY STRUCTURES  RESIDENTIAL/COMMERCIAL/AGRICULTURAL STORAGE  INDUSTRIAL SCALE & FIELD ERECTED STORAGE  585(75%)  Utility structuresand wind towers  200(25%)  Storage tanks and other  See Adjusted EBITDA reconciliation in Appendix to reconcile to Operating Profit Margin of 8%  Storage   $785M  Revenue  12%  Adjusted EBITDA Margin  Key figures  Revenue   Products  by product type ($M)  (LTM 6/30/18)  $780M Backlog in Utility Structuresand Wind Towers as of 06/30/18  
 

                   Energy Equipment Segment Overview  Footprint   Value proposition   Wind towers  Utility structures  Storage tanks  4 manufacturing plants currently producing wind towers in US and Mexico  6 manufacturing plants currently producing utility structures in US and Mexico  3 manufacturing locations producing energy storage products in US and Mexico  A leading manufacturer of wind towers in North America, having produced >12,000 towers Low cost manufacturing platform dedicated to operational excellenceLong-term relationships with industry leadersStrong relationships with steel millsISO 9001:2015   A leading provider of engineered, tubular and lattice steel structures for electricity transmission and distributionOriginal pioneer of tubular steel transmission structures, known for long history of innovationExperienced engineering team supported by proprietary software and a full-scale testing facilityHighly valued alliances with leading utility customersISO 9001:2015   Reputation for quality built on decades of serviceAccess to Mexico manufacturing platformFlexible platform to respond to different types of storage needsISO 9001:2015   Moving Infrastructure Forward — Investor Presentation, October 2018  35 
 

   Moving Infrastructure Forward — Investor Presentation, October 2018  36        Premier steel sourcing capabilities  Engineering expertise  Continuous Improvement Program in Wind Towers, expanding to rest of Energy Equipment  Low cost manufacturing platform in the US and Mexico  Manufacturing flexibility and broad product lines  Long term customer relationships    ENERGYEQUIPMENT        Energy Equipment Competitive Advantages  Our energy equipment businesses have competitive advantages that position us well to take advantage of the dynamic market 
 

   Dynamic energy landscape with varied trends across our product lines  Long term potential of new technologies to shift the current transmission and distribution model   Fundamentals of the power transmission industry remain positive, driven by reliability, renewables, and reducing congestion   Abundance of low-cost natural gas in the US changing energy flows and petrochemical investments  Renewable power generation growth expected to remain strong in the medium term and become a more market driven business in the long term  Moving Infrastructure Forward — Investor Presentation, October 2018  37 
 

       Wind Power Market Outlook  Moving Infrastructure Forward — Investor Presentation, October 2018  38  Wind is projected to be competitive on an unsubsidized basis in 22 states by 2022 …  …resulting in a market driven business model  Source: MAKE Consulting (2017 North America Wind Power Outlook)  Industry forecasts show drop in wind power installations in 2021, as the 2015 extension of the US Production Tax Credit begins to phase outMagnitude of the projected drop is uncertain, and depends on a number of factors, including:Levelized cost of energy vs. other sources of generation, particularly natural gas and solarRenewable Energy Standards at the US state levelFederal climate change policySpeed of coal plant retirementsOverall load growthForeign tower importsFuture US offshore market  Wind power is already competitive in the regions that we serve 
 

   Moving Infrastructure Forward — Investor Presentation, October 2018  39  Storage tanks for gas and liquids, including:Liquefied petroleum gasesNatural gas liquidsCO2NitrogenAnhydrous ammonia (NH3)ChlorineRefrigerant gases  Pressurized storage spheresField-erected API storage tanks  LPG bobtailsLarge truck transports  Aboveground and underground propane tanksVertical tanks and cylinders  RESIDENTIAL / COMMERCIAL / AGRICULTURAL STORAGE  Industrial-scale Storage  Field-erected storage  Mobile storage and transportation  Storage Tank Market Outlook  Storage tanks serve a diverse group of markets, with higher growth potential in industrial and field-erected storage 
 

 Customized tubular steel structures for transmission lines from 69kV to 765kV voltages; highest level of engineering  Tubular steel alternative to transmission class, wood poles  Structures used for the highest voltages, as a lower cost solution when there are less stringent right-of-way requirements  Tapered tubular structures designed for medium and high-voltage transmission    Moving Infrastructure Forward — Investor Presentation, October 2018  40  Engineered Poles  Light duty poles (pre-engineered)  Lattice towers  Substation structures  Utility Structures Overview  Our broad product portfolio and experienced engineering team enable us to meet a wide variety of customer needs 
 

       Reliability, renewables, and reducing congestion continue to drive transmission investment…  …and industry forecasts point towards robust spending in the next several years  Other  Reliability  Renewables integration  Economics/congestion  1%  13%  Source: NERC Long Term Reliability Assessment (2017)  Source: C3 Group (2018); projections from 2019-2022 tend to have upward revisions as projects are confirmed  Moving Infrastructure Forward — Investor Presentation, October 2018  41  Utility Structures Market Outlook  Fundamentals of the power transmission industry remain positive  32  2010  2009  2008  2011  2012  2013  2014  2015  2016  2017  2018  2019  31  2020  31  2021  2022  15  16  18  19  24  29  30  30  31  30  30  30  Total U.S. and Canada Electric Transmission: Reported Capital Expenditures$ Billions      Actual  Forecast  Primary Drivers for New Transmission Projects 
 

   Top Level Matrix  Second Level Matrix  Bowling Chart  Action Plans  Operating KPI’s  Countermeasures  Continuous Improvement Program  We are expanding our lean successes from Wind Towers to the rest of Energy Equipment to improve performance  Moving Infrastructure Forward — Investor Presentation, October 2018  42  We implemented our continuous improvement program in Wind Towers in 2013…  Increased plant capacity by more than 30% Achieved customer on-time delivery of 100% Achieved zero-dollar warranty cost by 2017Reduced days away, restricted or transferred (DART) by more than 70%  …the program has produced solid improvements…  Wind Towers (2013)Utility Structures (First Half 2018)Storage Tanks (Second Half 2018)  …and we are expanding the program to the rest of Energy Equipment 
 

   Moving Infrastructure Forward — Investor Presentation, October 2018  43        Maintain manufacturing flexibility to address future market dynamics and product expansion  Monitor opportunities for US offshore wind market  Margin growth through Continuous Improvement initiatives  Pursue organic growth and bolt-on acquisition opportunities  Monitor new technologies and trends that could shift the current transmission model  Build on current strong alliances with leading utilities and customers    ENERGYEQUIPMENT        Strategic Focus for Energy Equipment   
 

 Our competitive advantages provide foundation for long term growthStage 1 plans already in process to improve marginsDynamic energy landscape generates opportunities for disciplined organic and acquisition growth  Summary  Moving Infrastructure Forward — Investor Presentation, October 2018  44  Improve Energy Equipment 
 

 TRANSPORTATIONPRODUCTS       
 

 Market leadership in barge and rail markets that are critical to infrastructureBusinesses with competitive advantages that produce healthy cash flow and deliver strong returnsBarge recovery to provide growth in the near termAdditional growth opportunities by expanding product lines    Transportation Products Summary  Moving Infrastructure Forward — Investor Presentation, October 2018  46 
 

   Transportation Products Segment  Established brands and products primed for growth astransportation markets recover        $353M  Revenue  16%  Adjusted EBITDA Margin  $5B+  Estimated annual market size  TANK BARGES  HOPPER BARGES  RAILCAR AXLES  RAILCAR COUPLING DEVICES  FIBERGLASS COVERS  217(62%)  Components  136(38%)  Barges  Key Figures  REVENUE   ProductS  by product type ($M)  (LTM 6/30/18)  Moving Infrastructure Forward — Investor Presentation, October 2018  47  INDUSTRIAL & MINING COMPONENTS  $198M Backlog in Barges as of 06/30/18   See Adjusted EBITDA reconciliation in Appendix to reconcile with Operating Profit Margin of 11% 
 

     Industry-leading inland barge manufacturing capacity, with proven ability to operate in cyclical marketsFlexibility to shift between barge typesLong-term relationships with leading barge operatorsStrong relationships with steel millsAlso provide fiberglass barge covers and a full line of deck hardware to the marine industry  4 manufacturing facilities along the inland river system, plus additional barge cover facilities    Transportation Products Operating Overview  Value proposition  Footprint  COMPONENTS  BARGES  A leading manufacturer of steel components for rail transportation. Primary product lines include railcar coupling devices, railcar axles, and circular forgingsModernized foundries in the US, with global sourcing capabilities to supplement production Specialized intellectual propertyCapacity to serve rail and industrial markets throughout cycles  3 manufacturing facilities in the United States  Moving Infrastructure Forward — Investor Presentation, October 2018  48 
 

 Axles for freight, tank, and passenger railcarsCrane wheelsIndustrial wheelsGear blanks  Railcar couplers and related productsIndustrial and mining castings  FORGINGS        Primary Products  Brands  CASTINGS  Moving Infrastructure Forward — Investor Presentation, October 2018  49  Components Overview  Arcosa’s components businesses are market leaders with well-established products and reputations  McConway & Torley      End markets  New railcar marketMaintenance railcar marketMining and industrial markets  New railcar marketMaintenance railcar marketMining and industrial markets 
 

         Modernized foundries in U.S.  Dedicated forging equipment  Global sourcing capabilities  Specialized intellectual property  Capacity to serve rail and industrial markets through cycles  Long term sales agreements with TrinityRail    COMPONENTS        Moving Infrastructure Forward — Investor Presentation, October 2018  50  Components Competitive Advantages  Our components businesses have unique capabilities to deliver value to customers 
 

   Long term sales agreements with TrinityRail provide production visibility and time to grow new customer baseAgreements with TrinityRail have an annual market pricing mechanism 2019 pricing will be lower than 2018, based on current competitive environmentPricing will be negotiated annuallyEmerging recovery in rail market volume will help mitigate pricing pressure  Moving Infrastructure Forward — Investor Presentation, October 2018  51  Long term Sales Agreements with TrinityRail  Agreements provide production visibility and time to grow new customer base 
 

     Marine Hardware and Fiberglass covers    Primary Products  Tank barges  Moving Infrastructure Forward — Investor Presentation, October 2018  52  Barge Overview  Arcosa is an industry leader in barge manufacturing, fiberglass barge covers, and marine hardware      Primary end markets  Refined productsPetrochemicals and ChemicalsCrude oilAgriculture  HatchesWinchesCastingsFiberglass barge covers   New equipment and maintenance for the marine market: Barges, Towboats, Dock facilities  Hopper barges      Food and farm productsCoal and coal cokeSand, gravel, and other construction products 
 

                                                                                                                                                                           Mississippi River System  Columbia River System                                                                                Gulf Intracoastal Waterway  Atlantic Intracoastal Waterway          Other waterways    Pittsburgh  St. Louis  New Orleans  Minneapolis  Houston  Chicago  Kansas City  Cincinnati  Columbus  Knoxville  Portland  Tulsa                        Atlanta      New York City    San Francisco  Miami  Washington D.C.                Shreveport    Buffalo    Jones Act requires barges to be manufactured in the U.S.  14% of all domestic freight moves on the inland waterway systemWaterways transport:~60% of the nation’s grain exports~22% of domestic petroleum and petroleum products~20% of the coal used in electricity generation Inland marine transportation has valuable fuel efficiency and environmental advantages over truck and rail  Sources: American Society of Civil Engineers 2017 Infrastructure Report Card, Texas Transportation Institute (Jan 2017)  Moving Infrastructure Forward — Investor Presentation, October 2018  53  Barge Market Overview  The inland waterway system is a critical part of the country’s infrastructure 
 

       Liquid cargo transported by inland barge, by commodity (%)  Dry cargo transported by inland barge, by commodity (%)  Coal and Coal Coke  Food and Farm Products  Sand, Gravel, Stone,And Other  ManufacturedGoods / Other  Iron / Ores / Scrap  Sources: US Corps of Engineers (2016-2017), Informa Economics  Total hopper barge fleet: 18,819 bargesAverage age: 14.6 yearsRecent softness from oversupply of dry barges, but replacement demand as fleet continues to age  Total fleet: 3,617 bargesAverage age: 14.7 yearsStrong demand for liquid barges in last 6 months across wide variety of commodity types  Moving Infrastructure Forward — Investor Presentation, October 2018  54  Barge Market Overview  Inland barges serve a diverse set of commodity markets  1%  Petrochemicalsand Chemicals  Black Oil  Refined Products  Agricultural 
 

         Industry-leading manufacturing capacity  Flexibility to shift between barge types  Manufacturing experience to meet stringent job site requirements  Premier steel sourcing capabilities  Longstanding relationships with leading barge operators  Experience managing through cycles    MARINE        Moving Infrastructure Forward — Investor Presentation, October 2018  55  Barge Competitive Advantages  Our barge business has a number of competitive advantages that help generate strong cash flow and returns on capital 
 

   Moving Infrastructure Forward — Investor Presentation, October 2018  56  2016  2013  2015  2010  2012  2011  2014  2017  2018(P)      Revenue  Adjusted EBITDA  Inland Barge business$ Millions  Healthy returns on capital over the cycle, as Adj. EBITDA / Assets averaged 62% from 2010-2017Even in the significant downturn over the last several years, this business remained profitable  Barge Overview  Since 2010, our barge business has averaged ~$470M in revenue; even in the downturn, operating profit has been positive  Source: Trinity financials for all historical periods. 2018 Projections based on 07/26/18 Trinity Guidance. See Adjusted EBITDA reconciliation in Appendix   Back 
 

   Inland Barge businessBook to Bill ratio ($ Value of Orders Signed: $ Value of Orders Produced)    1Q16  2Q16  3Q16  4Q16  1Q17  2Q17  3Q17  4Q17  1Q18  2Q18  1  Backlog Growing  Backlog Shrinking      Moving Infrastructure Forward — Investor Presentation, October 2018  57  Barge Market Outlook  Orders in the first half of 2018 have been strong, leading to expectations of significantly improved 2019  3 out of last 4 quarters have had book to bill ratio significantly higher than 1.0Inquiry levels continue to be strong, particularly for tank bargesDefined growth plan to re-open idle facilities if strong demand continues  Source: Trinity financials for all periods  
 

 Leadership positions in products critical to transportation infrastructureFlexible manufacturing capacity to shift rapidly to changes in demand and earn profits even in major downturnsStage 1 priorities underway Growth plan to re-open idle barge facilities if strong demand continuesExpand components business to new customers and marketsAdditional organic and acquisition growth opportunities    Summary  Moving Infrastructure Forward — Investor Presentation, October 2018  58  Expand Transportation Products 
 

 Agenda  Company overview and strategic roadmapBusiness segment highlightsFinancial overview and capital allocation strategyLeadership team  59  Moving Infrastructure Forward — Investor Presentation, October 2018 
 

   Moving Infrastructure Forward — Investor Presentation, October 2018  60  Financial overview  Key messages  Higher revenue and EBITDA expected in 2019  Liquidity and balance sheet capacity to fund growth  Disciplined capital allocation process  Lean operating model, with focus on improving ROIC  
 

   Revenue ($M’s)  2017  1,421  2015  1,704  LTM 6/30/18  2016  2019P  1,462  2,140  1,550-1,650  2019 Guidance  Overall EBITDA expected to be higher in 2019 than 2018, driven by barge recovery and operating improvements  EBITDA ($M’s)  2019P  2016  377  2015  196  2017  LTM 6/30/18  263  182  180-195          Energy Equipment  Transportation Products  Corporate/ Other  Construction Products  Moving Infrastructure Forward — Investor Presentation, October 2018  61  See EBITDA reconciliation included in Appendix for reconciliation to 2019 Net Income range of $81-89M  
 

   Positives from 2018  Challenges from 2018  Moving Infrastructure Forward — Investor Presentation, October 2018  62    2019 Guidance  We expect EBITDA of $180-195M in 2019  2019 revenue guidance: $1,550-1,650M2019 EBITDA guidance: $180-195M  $10-15M of incremental public company costs (will be in corporate costs)Lower margin in Components, due to 2019 market pricing in sales agreement with TrinityRail    Barge recovery expected to result in higher revenue and operating marginEnergy Equipment improvementsPlanned exit of certain businesses in “Other” Energy Equipment Continuous improvement programContinued strength in Construction Products  See EBITDA reconciliation included in Appendix for reconciliation to 2019 Net Income range of $81-89M  
 

   Liquidity and balance sheet capacity to pursue growth  Moving Infrastructure Forward — Investor Presentation, October 2018  63    Strong Available LiquidityPosition    ~$200M of cash expected at separationNo material outstanding debt anticipated at time of separationUnencumbered balance sheet    5-YearCredit Facility    $400M five-year credit facility expectedLender group to be comprised of leading relationship banks    Appropriate Use of Leverage    Long term target leverage of 2.0 – 2.5x Net Debt to EBITDA, implying $400-500M of capacity  Note: Net debt defined as Total Debt minus Cash 
 

   64  Moving Infrastructure Forward — Investor Presentation, October 2018  Industrial peers net leverageNet debt / LTM EBITDA  Median: 2.3x  *  *  *  Source: Company filings and FactSet as of 09/10/2018Notes: Net leverage defined as Net debt / LTM EBITDA as of 6/30/2018; Comparable companies include 18 publicly-traded companies in the construction, energy, and transportation markets  No leverage at spin dateAnticipate target long term leverage of 2.0 – 2.5x Net Debt to EBITDAPotential for temporary spikes to pursue strategic platform acquisitions   Long Term Capital Structure  Over the long term, Arcosa expects to operate with net leverage in the 2.0x – 2.5x range, consistent with our industrial peers  Peer A  B  C  D  E  G  F  H  I  J  K  L  M  N  O  P 
 

       Organic investments  Balance between growth and maintenance investmentsCapital expenditures averaged ~$84M annually in 2016 and 2017Construction Products: $47M (includes reserve investments)Energy: $26MTransportation: $11MTarget short cash payback periods for internal investments  Moving Infrastructure Forward — Investor Presentation, October 2018  65  Acquisitions  Invest in acquisitions that will:Enhance our strategic positionReduce the cyclicality of the total portfolioCurrent pipeline of potential acquisitions in construction, energy, and transportation marketsAcquisitions likely to be a combination of bolt-ons and strategic acquisitions  Return of capital to shareholders  Capital Allocation Priorities   Anticipate paying quarterly dividends following the distributionExpect share repurchase authorization  Balanced capital allocation strategy across organic investments and acquisitions 
 

 Fit with broader strategy of growing in attractive infrastructure-related marketsRe-positioning of portfolio to more stable, less cyclical profileLeverage from current manufacturing or mining/processing platforms  Exposure to fast-growing submarkets within broader infrastructure marketAttractive top line growthPlatform for additional acquisition growth opportunities  Attractive returns on invested capital over an economic cycleCurrent EBITDA marginsPath to grow EBITDA margins  Market dynamics leading to attractive returns on capital  Cultural potential to thrive within Arcosa’s operating model (e.g., safety, compliance, sustainability commitments)High ethics and integrityBrings additional talent to Arcosa    Capital Allocation Priorities  Moving Infrastructure Forward — Investor Presentation, October 2018  66  How we assess potential acquisitions  Strategic alignment  Profitability & returns  Culture and capabilities  Market growth potential  Marketdynamics   
 

   67  Capital Expenditures ($M’s)  Net cash from operating activities ($M’s)  Moving Infrastructure Forward — Investor Presentation, October 2018  2015  LTM 6/30/18  2016  2017  Pre-Tax Return on Invested Capital  2015  2016  9.5%  2017  8.4%  LTM 6/30/18  15.7%  14.6%  Focus on improving ROIC  Cash generation has been healthy; focus is on improving ROIC  Working capital as % of Sales  Moving Infrastructure Forward — Investor Presentation, September 2018  LTM 6/30/18  2015  2016  2017  LTM 6/30/18  24.1%  2015  2016  21.5%  2017  17.6%  23.2%  Notes: Capex includes reserve investments in Construction Products segment. Pre-Tax ROIC defined as Income Before Income Taxes for the period divided by Average Ending Equity  
 

   Lean operating model  Guiding principles  Reduce layers to expedite decision making and enhance connections with customers and other stakeholdersEncourage an entrepreneurial cultureMaintain small corporate team performing limited set of activitiesLeverage external support and technological innovation in order to increase cost flexibility (e.g., outsourced IT functions)Focus on improving ROIC  Corporate actions taken prior to spin  Outsourced certain corporate functions, where appropriateStreamlined corporate structure to reduce layersMaintained best practices from Trinity  Moving Infrastructure Forward — Investor Presentation, October 2018  68  Actions are underway to reduce layers and make costs more variable  Incremental independent public company costs expected to be $10-15M per year, but actions underway to offset these costs in the medium term 
 

   As a leadership team, we are committed to building a culture of trust with our investors, analysts, and other stakeholders  Moving Infrastructure Forward — Investor Presentation, October 2018  69  Credibility  Accessibility  Transparency 
 

 Agenda  Company overview and strategic roadmapBusiness segment highlightsFinancial overview and capital allocation strategyLeadership team  Moving Infrastructure Forward — Investor Presentation, October 2018  70 
 

 We are stewards ofthe environment and committed to sustainability A leading producer of wind towers for renewable power generation Arcosa headquarters is LEED Gold, Energy Star CertifiedInstituted sustainability program to track environmental metrics  Our people contribute to the communities in which they live and workEthics Training and Certification programsExtensive community engagement programsTalent development program to build the skills and experience of our team  We are committed to the highest principles of corporate governance Chairman and CEO roles are separatedManagement pay linked to performanceCommitment to disclosure and transparency  Protecting the safety and health of our people guides us in everything we doSafety Excellence program rolled out to plantsOur trench shoring products are used for worker protection in the construction industry    Moving Infrastructure Forward — Investor Presentation, October 2018  71  Governance   Environment  Safety and health  People & communities  Environmental, social, and governance impact  Our board and leadership team are committed to ESG impact 
 

 Moving Infrastructure Forward — Investor Presentation, October 2018  72  Mary HendersonChief Accounting Officer  Jess CollinsTransportation Products  Gail PeckSVP, Finance & Treasurer  Reid EsslConstruction Products  Kathryn CollinsChief HR Officer  Kerry ColeEnergy Equipment  Bryan StevensonChief Legal Officer  Antonio CarrilloPresident & CEO  Scott BeasleyChief Financial Officer    Management team  Experienced leadership team with renewed focus on growth 
 

   73  Moving Infrastructure Forward — Investor Presentation, October 2018  73  Rhys Best, Non-Executive Chairman of ArcosaCurrent Director of TrinityNon-Executive Chairman of MRC Global, Inc.  Antonio CarrilloCurrent Director of TrinityFuture President and CEO of Arcosa  Joe AlvaradoFormer Chairman and CEO of Commercial Metals Company  David BieglerCurrent Director of Trinity Former Chairman, President and CEO of Southcross Energy Partners GP, LLC.  Jay CraigChief Executive Officer and President of Meritor, Inc.  Ron GaffordCurrent Director of Trinity Former President and CEO of Austin Industries, Inc.  John LindsayPresident and CEO of Helmerich & Payne, Inc.  Douglas RockCurrent Director of TrinityFormer Chairman and CEO of Smith International, Inc.  Melanie TrentFormer EVP, General Counsel and Chief Administrative Officer of Rowan Companies plc.  Board of directors  Board Members bring diverse expertise and leadership experience 
 

   Appendix 
 

   Antonio CarrilloPresident & CEO  Antonio has extensive experience in the industrial, energy, transportation and construction sectors in the U.S and internationally. Most recently, he was Chief Executive Officer of Mexichem, (BMV:MEXCHEM) , where he led its transformation into a $6 billion industrial products company with operations in 42 countries. Prior to joining Mexichem, Antonio had a 16-year career at Trinity Industries (NYSE:TRN), where he served as Senior Vice President and Group President of the Energy Equipment Group. In 2014, while CEO of Mexichem, Antonio was elected to Trinity’s Board of Directors, where he served on the Finance Committee, and from 2015 until its acquisition in early 2018, he was a Director of Dr Pepper Snapple Group, Inc. (NYSE:DPS), where he served on the Audit Committee. Antonio has effected many mergers and acquisitions of various sizes and complexities throughout his career. He has served as Professor of Finance at the Instituto Tecnológico Autónomo de México, one of the most prestigious universities in finance and accounting in Mexico. Antonio holds a Master’s Degree in Business Administration with a major in finance from the Wharton School of the University of Pennsylvania. He earned his Bachelor’s Degree in Mechanical and Electrical Engineering at Universidad Anáhuac in Mexico City.  Leadership bios  Moving Infrastructure Forward — Investor Presentation, October 2018  75   
 

     Scott Beasley is the Chief Financial Officer at Arcosa, Inc. Scott joined Trinity Industries in 2014. He served as the Group Chief Financial Officer of the Construction, Energy, Marine, and Components businesses of Trinity Industries from 2016 to 2018. Prior to that role, he served as Vice President of Corporate Strategic Planning for Trinity. Before joining Trinity, Scott was an Associate Partner with McKinsey & Company, where he led client engagements across transportation, energy, and industrial sectors. He began his career as an operations manager for McMaster-Carr Supply Company.Scott earned a Master of Business Administration from Northwestern University’s Kellogg School of Management and a Bachelor of Arts in Economics from Duke University.  Scott BeasleyChief Financial Officer  Reid Essl is the President of Construction Products at Arcosa, Inc.  From 2016 to 2018, Reid served as the President of Trinity Construction Materials at Trinity Industries.  From 2013 to 2016, Reid served as the Group Chief Financial Officer of the Construction, Energy, Marine, and Components businesses of Trinity Industries.  In his 14 years at Trinity Industries, Reid has held a variety of financial, strategic planning, and business development positions. Prior to joining Trinity, Reid worked at MetLife Financial.Reid earned a Bachelor of Business Administration in Finance from Texas A&M University in College Station and a Master of Business Administration from the University of Texas at Austin.   Leadership bios  Moving Infrastructure Forward — Investor Presentation, October 2018  76    Reid EsslConstruction Products   
 

     Jess Collins is the President of Transportation Products at Arcosa, Inc.Prior to this role, Jess served as the President of Trinity Parts and Components which included McConway & Torley, Standard Forged Products, and McKees Rocks Forgings from 2016 to 2018. From 2014 to 2016, he served as President of Trinity Cryogenics. From 2008 to 2013, Jess served as Executive Vice President and Chief Operating Officer at Broadwind Energy serving wind energy, transportation, and infrastructure markets. From 1999 to 2006, he served as President of Trinity Containers, Trinity Heads, and Trinity Structural Towers, and from 1993 to 1998, he held various operational and commercial roles with Trinity Rail and Trinity Marine Products. He began his career with Triumph Group, an aerospace flight control surface manufacturer. Jess earned a Bachelor of Business Administration in Accounting from the University of Texas at Arlington.   Jess CollinsTransportation Products  Kerry Cole is the President of Energy Equipment at Arcosa, Inc.Prior to this role, Kerry joined Trinity Industries in 2000. From 2016 to 2018, he served as President of Trinity Electrical Products which included oversight for Trinity Structural Towers and Trinity Meyer Utility Structures business units. Prior to this role, Kerry served as President of Trinity Structural Towers business unit from 2007 to 2016. From 2000 to 2007, he served in a variety of operations and manufacturing leadership positions spanning Mining and Construction Equipment, Heads, and Structural Bridge business units. Kerry has over 28 years of experience in manufacturing organizations. Kerry earned a Bachelor of Science in Business Administration from the University of Central Florida.  Kerry ColeEnergy Equipment  Leadership bios  Moving Infrastructure Forward — Investor Presentation, October 2018  77     
 

     Bryan P. Stevenson is the Chief Legal Officer at Arcosa, Inc.Prior to this role, Bryan was the Vice President, Associate General Counsel and Corporate Secretary for Trinity Industries from 2015 to 2018, where he was responsible for SEC filings and compliance, stock exchange regulatory compliance, proxy statement preparation, annual shareholder meetings, and corporate governance matters. Prior to joining Trinity, Bryan was Vice President, General Counsel and Secretary for U.S. Auto Parts Network, Inc. from 2011 to 2015, where he oversaw all of the company's legal efforts. Prior to his tenure at U.S. Auto Parts, he served as Vice President, Associate General Counsel for Blockbuster, Inc., which he joined as Senior Corporate Counsel in 2004. Before Bryan joined Blockbuster, he worked in private practice. Bryan earned his J.D. from Baylor Law School and undergraduate degree from Dallas Baptist University.  Bryan StevensonChief Legal Officer  Kathryn A. Collins is the Chief Human Resources Officer at Arcosa, Inc. Prior to this role, Kathryn served as the Vice President of Human Resources at Trinity Industries from 2014 to 2018 with responsibilities for Talent Acquisition, Total Rewards, Talent Development, Employee Relations, HR Systems, and HR Compliance. She has over 30 years of experience across manufacturing, software, semi-conductor, defense, and retail industries. She has served in executive and leadership positions at Texas Instruments, JC Penney, RealPage, and Trinity Industries. Kathryn’s career spans human resources, corporate communications, and industrial engineering with responsibilities in the Americas, Europe, Asia, and Japan. Kathryn earned a Master of Business Administration from the University of Dallas, a Master of Science in Organization Development from the University of Texas at Dallas, and a Bachelor of Industrial Engineering from the University of Texas at Arlington. Kathryn is a registered Professional Engineer in the State of Texas.   Kathryn CollinsChief HR Officer  Leadership bios  Moving Infrastructure Forward — Investor Presentation, October 2018  78     
 

     Gail Peck is the Senior Vice President, Finance and Treasurer at Arcosa, Inc.Prior to this role, Gail served as Vice President, Finance and Treasurer of Trinity Industries. Joining Trinity in 2010, she was responsible for the corporate finance, investor relations, and credit functions. From 2004 to 2009, she served as Vice President and Treasurer for Centex Corporation with responsibilities that spanned corporate-wide capital planning, capital structure management, and financial planning. Prior to Centex, Gail served in a variety of finance roles at American Airlines, and began her career with the Bank of Boston in corporate lending. Gail earned a Master of Business Administration from the Kenan Flagler Business School at the University of North Carolina, Chapel Hill and a Bachelor of Arts in Economics from Trinity College in Hartford, CT. Ms. Peck is a CFA® charterholder.  Gail PeckSVP, Finance & Treasurer  Mary Henderson is the Chief Accounting Officer at Arcosa, Inc. Prior to this role, Mary served as Vice President and Chief Accounting Officer of Trinity Industries from 2010 to 2018, responsible for full oversight of the company’s day-to-day external and internal accounting, tax, and reporting functions, driving process improvement, and aligning the strategic direction of the teams with the overall strategy of the company. Mary joined Trinity Industries in 2003 and has served in a variety of leadership positions including Corporate Controller, Assistant Corporate Controller, and Director of External Reporting. Mary has more than 30 years of experience and her career spans positions in industrial manufacturing, banking, mortgage operations, and public accounting.Mary earned a Bachelor of Science in Accounting from Cameron University in Lawton, Oklahoma. She is a Certified Public Accountant licensed in the State of Texas since 1984.  Mary HendersonChief Accounting Officer  Leadership bios  Moving Infrastructure Forward — Investor Presentation, October 2018  79     
 

   EBITDA reconciliation: Arcosa  80     2019P      LTM    Fiscal Years ended December 31,            $ Millions  Low  High    6/18      2017    2016    2015                             Net income  $81.0  $89.0    $89.0      $89.7    $123.0    $135.0  Add:                               Interest expense  $2.0   $2.0     $0.0       $0.0     $0.0    $0.4    Provision/(Benefit) for income taxes  $27.0  $29.0    $25.9      $40.4    $74.2    $84.2   Depreciation & amortization expense  $70.0   $75.0     $67.2       $65.7     $65.6     $67.8    Goodwill Impairment  $0.0  $0.0    $0.0      $0.0    $0.0    $89.5                                                             Net income before interest expense, income                              taxes, and depreciation and                               amortization expense  $180.0  $195.0    $182.1      $195.8    $262.8    $376.9  “EBITDA” is defined as net income plus interest expense, income taxes, and depreciation and amortization including goodwill impairment charges. EBITDA is not a calculation based on generally accepted accounting principles. The amounts included in the EBITDA calculation, however, are derived from amounts included in the historical statements of operations data. In addition, EBITDA should not be considered as an alternative to net income or operating income as an indicator of our operating performance, or as an alternative to operating cash flows as a measure of liquidity. We believe EBITDA assists investors in comparing a company’s performance on a consistent basis without regard to depreciation and amortization, which can vary significantly depending upon many factors. However, the EBITDA measure presented in this presentation may not always be comparable to similarly titled measures by other companies due to differences in the components of the calculation.   Moving Infrastructure Forward — Investor Presentation, October 2018 
 

         LTM      Fiscal Years ended December 31,            $ Millions    6/18          2017    2016    2015  Construction Products Segment                          Operating Profit    $54.8          $53.7    $59.3    $50.4  Add: Depreciation & amortization expense    $20.0          $18.4    $16.0    $15.6   Adjusted EBITDA    $74.8          $72.1    $75.3    $66.0                          Energy Equipment Segment                           Operating Profit    $61.7          $78.4    $87.7    $8.4  Add: Depreciation & amortization expense    $30.2          $30.2    $31.7    $32.9  Add: Goodwill Impairment    $0.0          $0.0    $0.0    $89.5   Adjusted EBITDA    $91.9          $108.6    $119.4    $130.8                           Transportation Products Segment                           Operating Profit    $39.6          $39.0    $87.3    $197.7  Add: Depreciation & amortization expense    $17.0          $17.1    $17.9    $19.3   Adjusted EBITDA    $56.6          $56.1    $105.2    $217.0                          Operating Profit – Corporate    ($37.7)          ($39.4)    ($33.5)    ($38.7)  Other, net expense    ($3.5)          ($1.6)    ($3.6)    $1.4  Add: Interest expense    $0.0          $0.0    $0.0    $0.4  EBITDA    $182.1          $195.8    $262.8    $376.9  Adjusted EBITDA reconciliation by Arcosa Segment  81  “Adjusted EBITDA” is defined as segment operating profit plus depreciation and amortization including goodwill impairment charges. “Adjusted EBITDA Margin” is defined as Adjusted EBITDA divided by Revenue. Since income taxes and interest expense are not allocated to the segment level, they are not added back in the calculation of adjusted EBITDA. For a reconciliation of EBITDA to net income, see the accompanying EBITDA reconciliation. Adjusted EBITDA is not a calculation based on generally accepted accounting principles. The amounts included in the Adjusted EBITDA calculation, however, are derived from amounts included in the historical statements of operations data. In addition, Adjusted EBITDA should not be considered as an alternative to net income or operating income as an indicator of our operating performance, or as an alternative to operating cash flows as a measure of liquidity. We believe adjusted EBITDA assists investors in comparing a company’s performance on a consistent basis without regard to depreciation and amortization, which can vary significantly depending upon many factors. However, the Adjusted EBITDA measure presented in this presentation may not always be comparable to similarly titled measures by other companies due to differences in the components of the calculation.   Moving Infrastructure Forward — Investor Presentation, October 2018 
 

   $ Millions  Fiscal Years ended December 31,                             2018(P)   (1)    2017    2016    2015    2014    Barge (FY14 – FY18(P))                            Operating Profit    $5.1      $6.4    $45.3    $117.0    $114.4    Add: Depreciation & amortization expense    $7.3      $7.3    $8.4    $10.5    $9.3     Adjusted EBITDA    $12.4      $13.7    $53.7    $127.5    $123.7                                  Fiscal Years ended December 31,                      Barge (FY10 – FY13)    2013    2012      2011    2010         Operating Profit    $96.0    $124.7      $106.4    $69.0        Add: Depreciation & amortization expense    $8.1    $7.6      $6.4    $5.5         Adjusted EBITDA    $104.1    $132.3      $112.8    $74.5                                   Adjusted EBITDA reconciliation: Trinity’s Historic Barge Segment  82  “Adjusted EBITDA” is defined as segment operating profit plus depreciation and amortization expense. Since income taxes and interest expense are not allocated to the segment level, they are not added back in the calculation of adjusted EBITDA. For a reconciliation of EBITDA to net income, see the accompanying EBITDA reconciliation. Adjusted EBITDA is not a calculation based on generally accepted accounting principles. The amounts included in the adjusted EBITDA calculation, however, are derived from amounts included in the historical statements of operations data. In addition, adjusted EBITDA should not be considered as an alternative to net income or operating income as an indicator of our operating performance, or as an alternative to operating cash flows as a measure of liquidity. We believe adjusted EBITDA assists investors in comparing a company’s performance on a consistent basis without regard to depreciation and amortization, which can vary significantly depending upon many factors. However, the adjusted EBITDA measure presented in this presentation may not always be comparable to similarly titled measures by other companies due to differences in the components of the calculation.   Moving Infrastructure Forward — Investor Presentation, October 2018  (1) Based on Trinity Industries guidance provided on 7/26/2018; revenues of $170M and operating profit margin of 3%; depreciation assumed equal to FY 2017 level 
 

 Investor Presentation  October 2018 
 


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