Financial Statements for Guarantors of the Senior Notes

The Company’s Senior Notes are fully and unconditionally and jointly and severally guaranteed by certain of Trinity’s 100%-owned subsidiaries: Trinity Construction Materials Inc., Trinity Highway Products, LLC, Trinity Industries Leasing Company, Trinity Marine Products, Inc., Trinity North American Freight Car, Inc., Trinity Parts & Components, LLC, Trinity Rail Group, LLC, Trinity Structural Towers, Inc., Trinity Tank Car, Inc., and, effective March 24, 2015, Trinity Meyer Utility Structures LLC (“Combined Guarantor Subsidiaries”). Amounts previously reported have been restated to include the Combined Guarantor Subsidiaries as of March 31, 2015. See Note 11 Debt. The Senior Notes indenture agreement includes customary provisions for the release of the guarantees by the Combined Guarantor Subsidiaries upon the occurrence of certain allowed events including the release of one or more of the Combined Guarantor Subsidiaries as guarantor under the Company's revolving credit facility. The Senior Notes are not guaranteed by any remaining 100%-owned subsidiaries of the Company or partially-owned subsidiaries (“Combined Non-Guarantor Subsidiaries”).

As of March 31, 2015, assets held by the Combined Non-Guarantor Subsidiaries included $174.0 million of restricted cash that was not available for distribution to Trinity Industries, Inc. (“Parent”), $3,856.6 million of equipment securing certain non-recourse debt, $71.3 million of equipment securing certain lease obligations held by the Combined Non-Guarantor Subsidiaries, and $370.1 million of assets located in foreign locations. As of December 31, 2014, assets held by the Combined Non-Guarantor Subsidiaries included $194.4 million of restricted cash that was not available for distribution to the Parent, $3,936.8 million of equipment securing certain non-recourse debt, $87.5 million of equipment securing certain lease obligations held by the Combined Non-Guarantor Subsidiaries, and $395.5 million of assets located in foreign locations.



Statement of Operations and Comprehensive Income
Three Months Ended March 31, 2015
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	—		$	1,300.6		$	559.6		$	(233.5	)	$	1,626.7
Cost of revenues	(0.8		)	1,038.7			410.5			(237.3		)	1,211.1
Selling, engineering, and administrative expenses	25.4			43.8			29.1			—			98.3
Gains/(losses) on disposition of property, plant, and equipment	0.2			(0.1		)	15.7			—			15.8
	24.4			1,082.6			423.9			(237.3		)	1,293.6
Operating profit (loss)	(24.4		)	218.0			135.7			3.8			333.1
Other (income) expense	4.3			7.7			36.7			—			48.7
Equity in earnings of subsidiaries, net of taxes	196.8			68.3			—			(265.1		)	—
Income (loss) before income taxes	168.1			278.6			99.0			(261.3		)	284.4
Provision (benefit) for income taxes	(12.1		)	96.9			9.3			1.3			95.4
Net income (loss)	180.2			181.7			89.7			(262.6		)	189.0
Net income (loss) attributable to noncontrolling interest	—			—			—			8.8			8.8
Net income (loss) attributable to controlling interest	$	180.2		$	181.7		$	89.7		$	(271.4	)	$	180.2

Net income (loss)	$	180.2		$	181.7		$	89.7		$	(262.6	)	$	189.0
Other comprehensive income (loss)	1.2			(0.5		)	(0.2		)	—			0.5
Comprehensive income	$	181.4		$	181.2		$	89.5		$	(262.6	)	$	189.5



Statement of Operations and Comprehensive Income
Three Months Ended March 31, 2014
	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
Revenues	$	—		$	1,139.6	$	506.8	$	(185.9	)	$	1,460.5
Cost of revenues	0.4			856.5		400.8		(183.7		)	1,074.0
Selling, engineering, and administrative expenses	22.0			31.4		30.2		—			83.6
Gains/(losses) on disposition of property, plant, and equipment	(0.3		)	34.3		54.4		—			88.4
	22.7			853.6		376.6		(183.7		)	1,069.2
Operating profit (loss)	(22.7		)	286.0		130.2		(2.2		)	391.3
Other (income) expense	3.8			5.6		36.4		—			45.8
Equity in earnings of subsidiaries, net of taxes	252.4			68.1		—		(320.5		)	—
Income (loss) before income taxes	225.9			348.5		93.8		(322.7		)	345.5
Provision (benefit) for income taxes	(0.5		)	106.2		8.8		(2.0		)	112.5
Net income (loss)	226.4			242.3		85.0		(320.7		)	233.0
Net income (loss) attributable to noncontrolling interest	—			—		—		6.6			6.6
Net income (loss) attributable to controlling interest	$	226.4		$	242.3	$	85.0	$	(327.3	)	$	226.4

Net income (loss)	$	226.4		$	242.3	$	85.0	$	(320.7	)	$	233.0
Other comprehensive income (loss)	0.6			—		2.7		—			3.3
Comprehensive income	$	227.0		$	242.3	$	87.7	$	(320.7	)	$	236.3



Balance Sheet
March 31, 2015
	Parent		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets:
Cash and cash equivalents	$	548.5	$	2.4	$	76.9	$	(37.1	)	$	590.7
Short-term marketable securities	100.0		—		—		—			100.0
Receivables, net of allowance	—		377.7		168.2		(1.0		)	544.9
Income tax receivable	—				—		—			—
Inventory	—		837.1		228.2		(20.0		)	1,045.3
Property, plant, and equipment, net	29.5		1,126.1		4,541.9		(548.6		)	5,148.9
Investments in and advances to subsidiaries	4,657.7		3,262.3		—		(7,920.0		)	—
Restricted cash	—		—		174.0		37.1			211.1
Goodwill and other assets	169.0		618.5		322.5		(28.5		)	1,081.5
	$	5,504.7	$	6,224.1	$	5,511.7	$	(8,518.1	)	$	8,722.4
Liabilities:
Accounts payable	$	19.1	$	168.1	$	114.0	$	(1.6	)	$	299.6
Accrued liabilities	224.7		238.7		148.9		—			612.3
Debt	793.3		38.3		2,654.3		—			3,485.9
Deferred income	—		27.2		1.9		—			29.1
Deferred income taxes	—		632.8		9.6		(11.8		)	630.6
Advances from subsidiaries	818.8		—		—		(818.8		)	—
Other liabilities	97.4		13.0		3.1		—			113.5
Total stockholders' equity	3,551.4		5,106.0		2,579.9		(7,685.9		)	3,551.4
	$	5,504.7	$	6,224.1	$	5,511.7	$	(8,518.1	)	$	8,722.4



Balance Sheet
December 31, 2014
	Parent		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets:
Cash and cash equivalents	$	827.7	$	11.1	$	89.4	$	(40.3	)	$	887.9
Short-term marketable securities	75.0		—		—		—			75.0
Receivables, net of allowance	—		226.5		179.2		(0.4		)	405.3
Income tax receivable	58.6		—		—		—			58.6
Inventory	—		878.3		208.1		(18.0		)	1,068.4
Property, plant, and equipment, net	29.3		843.8		4,594.1		(564.3		)	4,902.9
Investments in and advances to subsidiaries	4,431.1		3,435.2		3.0		(7,869.3		)	—
Restricted cash	—		—		194.4		40.3			234.7
Goodwill and other assets	180.6		610.9		339.7		(30.2		)	1,101.0
	$	5,602.3	$	6,005.8	$	5,607.9	$	(8,482.2	)	$	8,733.8
Liabilities:
Accounts payable	$	15.0	$	174.4	$	106.6	$	(0.6	)	$	295.4
Accrued liabilities	235.8		300.1		173.7		—			709.6
Debt	789.5		39.1		2,724.4		—			3,553.0
Deferred income	—		34.5		1.9		—			36.4
Deferred income taxes	—		636.9		9.3		(13.6		)	632.6
Advances from subsidiaries	1,072.0		—		—		(1,072.0		)	—
Other liabilities	92.6		13.7		3.1		—			109.4
Total stockholders' equity	3,397.4		4,807.1		2,588.9		(7,396.0		)	3,397.4
	$	5,602.3	$	6,005.8	$	5,607.9	$	(8,482.2	)	$	8,733.8



Statement of Cash Flows
Three Months Ended March 31, 2015
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
Operating activities:
Net income	$	180.2		$	181.7		$	89.7		$	(262.6	)	$	189.0
Equity in earnings of subsidiaries, net of taxes	(196.8		)	(68.3		)	—			265.1			—
Other	81.8			(181.7		)	35.7			(15.4		)	(79.6		)
Net cash provided (required) by operating activities	65.2			(68.3		)	125.4			(12.9		)	109.4

Investing activities:
(Increase) decrease in short-term marketable securities	(25.0		)	—			—			—			(25.0		)
Proceeds from railcar lease fleet sales	—			15.7			78.2			(15.4		)	78.5
Proceeds from disposition of property, plant, equipment, and other assets	—			—			1.6			—			1.6
Capital expenditures – leasing	—			(290.0		)	(8.8		)	15.4			(283.4		)
Capital expenditures – manufacturing and other	(1.8		)	(11.5		)	(40.2		)	—			(53.5		)
Acquisitions, net of cash acquired	—			—			(45.5		)	—			(45.5		)
(Increase) decrease in investment in partially-owned subsidiaries	—			7.2			—			(7.2		)	—
Other	—			0.7			3.5			—			4.2
Net cash provided (required) by investing activities	(26.8		)	(277.9		)	(11.2		)	(7.2		)	(323.1		)

Financing activities:
Proceeds from issuance of common stock, net	—			—			—			—			—
Excess tax benefits from stock-based compensation	0.4			—			—			—			0.4
Payments to retire debt	—			(0.8		)	(70.1		)	—			(70.9		)
(Increase) decrease in restricted cash	—			—			29.8			3.2			33.0
Shares repurchased	(18.0		)	—			—			—			(18.0		)
Dividends paid to common shareholders	(15.6		)	—			—			—			(15.6		)
Purchase of shares to satisfy employee tax on vested stock	(0.4		)	—			—			—			(0.4		)
Distributions to noncontrolling interest	—			—			(11.3		)	—			(11.3		)
Distributions to controlling interest in partially-owned subsidiaries	—			—			(7.2		)	7.2			—
Change in intercompany financing between entities	(284.0		)	339.0			(67.9		)	12.9			—
Other	—			(0.7		)	—			—			(0.7		)
Net cash provided (required) by financing activities	(317.6		)	337.5			(126.7		)	23.3			(83.5		)

Net increase (decrease) in cash and cash equivalents	(279.2		)	(8.7		)	(12.5		)	3.2			(297.2		)
Cash and cash equivalents at beginning of period	827.7			11.1			89.4			(40.3		)	887.9
Cash and cash equivalents at end of period	$	548.5		$	2.4		$	76.9		$	(37.1	)	$	590.7



Statement of Cash Flows
Three Months Ended March 31, 2014
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
Operating activities:
Net income	$	226.4		$	242.3		$	85.0		$	(320.7	)	$	233.0
Equity in earnings of subsidiaries, net of taxes	(252.4		)	(68.1		)	—			320.5			—
Other	86.0			(89.0		)	(22.1		)	(2.6		)	(27.7		)
Net cash provided (required) by operating activities	60.0			85.2			62.9			(2.8		)	205.3

Investing activities:
(Increase) decrease in short-term marketable securities	(106.7		)	—			—			—			(106.7		)
Proceeds from railcar lease fleet sales	—			146.0			109.7			(31.4		)	224.3
Proceeds from disposition of property, plant, equipment, and other assets	0.4			—			16.8			—			17.2
Capital expenditures – leasing	—			1.9			(32.9		)	31.4			0.4
Capital expenditures – manufacturing and other	(3.3		)	(7.6		)	(38.2		)	—			(49.1		)
Acquisitions, net of cash acquired	—			—			(112.6		)	—			(112.6		)
(Increase) decrease in investment in partially-owned subsidiaries	—			3.3			—			(3.3		)	—
Other	1.0			(1.0		)	2.9			—			2.9
Net cash provided (required) by investing activities	(108.6		)	142.6			(54.3		)	(3.3		)	(23.6		)

Financing activities:
Proceeds from issuance of common stock, net	0.3			—			—			—			0.3
Excess tax benefits from stock-based compensation	0.4			—			—			—			0.4
Payments to retire debt	—			(0.8		)	(52.3		)	—			(53.1		)
(Increase) decrease in restricted cash	—			—			6.7			(2.4		)	4.3
Shares repurchased	(12.5		)	—			—			—			(12.5		)
Dividends paid to common shareholders	(11.6		)	—			—			—			(11.6		)
Purchase of shares to satisfy employee tax on vested stock	(0.1		)	—			—			—			(0.1		)
Distributions to noncontrolling interest	—			—			(5.4		)	—			(5.4		)
Distributions to controlling interest in partially-owned subsidiaries	—			—			(3.3		)	3.3			—
Change in intercompany financing between entities	173.4			(228.1		)	51.9			2.8			—
Other	—			(0.3		)	—			—			(0.3		)
Net cash provided (required) by financing activities	149.9			(229.2		)	(2.4		)	3.7			(78.0		)

Net increase (decrease) in cash and cash equivalents	101.3			(1.4		)	6.2			(2.4		)	103.7
Cash and cash equivalents at beginning of period	409.8			2.1			44.0			(27.4		)	428.5
Cash and cash equivalents at end of period	$	511.1		$	0.7		$	50.2		$	(29.8	)	$	532.2