S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L

Presenters:

Kevin Weber, Director of Corporate Finance & Assistant Treasurer, Arcosa, Inc.

Frank Woodley, Senior Treasury Manager, Arcosa, Inc.

Rhonda Kruman, Executive Director, J.P. Morgan Commercial Bank Treasury Services

Treasury from a blank canvas

The art of spin-off planning, execution and transformation April 2019|

C O N F I D E N T I A L

A R C O S A

Trinity Industries, Inc. announces intention to spin-off company’s infrastructure-related

businesses (12/12/2017)

Railcar. Digital image. 2017 Trinity Annual Report. http://www.trin.net.

Brush design, paint icon. Digital image. Iconfinder. https://www.iconfinder.com/icons/61761/brush_design_paint_icon

Spin-off Announced

December 12, 2017

Deal Closed

November 1, 2018

1

C O N F I D E N T I A L

A R C O S A

Considerations to address in a spin-off

Ac

co

un

t ra

tio

nali

za

tio

nEnterprise coordination

Legal entity strategy

Account structure

Execu

tio

n

Payables optimization

Control

Ownership structure

IT resources

Centralization

CreditB

uild

ing

new

Outsourcing

Client vision

Automation

Realizing synergiesDiscovery

Treasury roadmap

Transition Service Agreement Vis

ibilit

y

Receivables streamlining

Driving efficiencies

Project management discipline

Bank and 3rd party

partner strategy

… depending on time, do we replicate, optimize or something in the middle?

Regulatory Approvals

2

C O N F I D E N T I A L

A R C O S A

…. the (treasury) canvas at the bank

Proactive reach out to client

Plan / Execute Establish plans to support activities

Coordinate and execute and optimize (and optimize …)

Listen /

Communicate Relentless support and availability for client

Discovery Comprehensive analysis and documentation of current state

Internal awareness and team build

Paintbrush Clipart Black and White. Digital image. Clipartmax. https://www.clipartmax.com

3

C O N F I D E N T I A L

A R C O S A

Our goal: Stand up day 1 with limited reliance on Transition Service Agreement

Spin-off entity established at time of Form 10 filing (May 2018); enabled us to shift into execution mode

2. Bank runs Know

Your Customer

(KYC)

1. Form Legal Entity

& File for Tax ID #

3. Open

Accounts

4. Build

bank platforms

Brush design, paint icon. Digital image. Iconfinder. https://www.iconfinder.com/icons/61761/brush_design_paint_icon

4

C O N F I D E N T I A L

A R C O S A

… depending on time, do we replicate, optimize or something in the middle?

Our partner and process, review and selection began with our credit providers

FOREIGN EXCHANGE

PURCHASING CARD

MERCHANT PROCESSING

ESCROW

LETTERS OF CREDIT

401K

PAYROLL

INVESTMENTS

PAYABLES

CASH CON

& OPERATIONS

RECEIVABLES

TRAVEL CARD

Wooden palette. Digital image. Artcorner. https://www.artcorner-lb.com/product/wooden-palette/

Brush design, paint icon. Digital image. Iconfinder. https://www.iconfinder.com/icons/61761/brush_design_paint_icon

Replicate?

Optimize?

In the middle?

5

C O N F I D E N T I A L

A R C O S A

Ready for day 1

Spin-off Announced

December 12, 2017

Fully Optimized

Future state

Deal Closed

November 1, 2018

Today

Railcar. Digital image. 2017 Trinity Annual Report. February 2018, http://www.trin.net.

Barge. Digital image. 2017 Trinity Annual Report. February 2018, http://www.trin.net.

Brush design, paint icon. Digital image. Iconfinder. https://www.iconfinder.com/icons/61761/brush_design_paint_icon

6

C O N F I D E N T I A L

A R C O S A

Success mostly due to our approach

Process /

Policies

Disciplined needs assessment

Efficient, adaptable and expandable processes; variable cost

driven

Technology Agile infrastructure supporting current and future state

Increased automation; centralized and agile infrastructure

Control Business continuity inherent in solution

Dual control early in process

Optimal alignment of business needs and goals to talent

selection

Paintbrush Clipart Black and White. Digital image. Clipartmax. https://www.clipartmax.com

7

C O N F I D E N T I A L

A R C O S A

Everything won’t work as planned…

8

Unintended

consequences

New

opportunities

Unforeseen

events

C O N F I D E N T I A L

A R C O S A

…. On the path towards full optimization

Spin-off Announced

December 12, 2017

Fully Optimized

Future state

Deal Closed

November 1, 2018

Today

Railcar. Digital image. 2017 Trinity Annual Report. February 2018, http://www.trin.net.

Barge. Digital image. 2017 Trinity Annual Report. February 2018, http://www.trin.net.

Brush design, paint icon. Digital image. Iconfinder. https://www.iconfinder.com/icons/61761/brush_design_paint_icon

9

C O N F I D E N T I A L

A R C O S A

Question & answer

Q & A

10

C O N F I D E N T I A L

A R C O S A

We prepared these materials for discussion purposes only and for your sole and exclusive benefit. This information is confidential and proprietary to our firm

and may only be used by you to evaluate the products and services described here. You may not copy, publish, disclose or use this information for any other

purpose unless you receive our express authorization.

These materials do not represent an offer or commitment to provide any product or service. [In preparing the information, we have relied upon, without

independently verifying, the accuracy and completeness of publicly available information or information that you have provided to us.] Our opinions, analyses

and estimates included here reflect prevailing conditions and our views as of this date. These factors could change, and you should consider this information to

be indicative, preliminary and for illustrative purposes only. [This Information is provided as general market and/or economic commentary. It in no way

constitutes research and should not be treated as such.]

The information is not advice on legal, tax, investment, accounting, regulatory, technology or other matters. You should always consult your own financial, legal,

tax, accounting, or similar advisors before entering into any agreement for our products or services. In no event shall [JPMorgan Chase] [J.P. Morgan][Chase] or

any of its directors, officers, employees or agents be liable for any use of, for any decision made or action taken in reliance upon or for any inaccuracies or errors

in, or omissions from, the information herein.

The information does not include all applicable terms or issues and is not intended as an offer or solicitation for the purchase or sale of any product or service.

Our products and services are subject to applicable laws and regulations, as well as our service terms and policies. Not all products and services are available in

all geographic areas or to all customers. In addition, eligibility for particular products and services is subject to satisfaction of applicable legal, tax, risk, credit and

other due diligence, JPMorgan Chase’s “know your customer,” anti-money laundering, anti-terrorism and other policies and procedures.

Products and services may be provided by Commercial Banking affiliates, securities affiliates or other JPMC affiliates or entities. In particular, securities

brokerage services other than those that can be provided by Commercial Banking affiliates will be provided by appropriate registered broker/dealer affiliates,

including J.P. Morgan Securities LLC and J.P. Morgan Institutional Investments Inc. Any securities provided or otherwise administered by such brokerage

services are not deposits or other obligations of, and are not guaranteed by, any Commercial Banking affiliate and are not insured by the Federal Deposit

Insurance Corporation.

JPMorgan Chase Bank, N.A. Member FDIC.

© 2019 JPMorgan Chase & Co. All rights reserved.