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 Industries Leasing Company; Trinity Marine Products, Inc.; Trinity North American Freight Car, Inc.; Trinity Rail Group, LLC; Trinity Tank Car, Inc.; and Trinity Meyer Utility Structures LLC (collectively, the "Combined Guarantor Subsidiaries”). 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. As part of the revolving credit facility renewal in May 2015, Trinity Construction Materials, Inc.; Trinity Highway Products, LLC; Trinity Parts & Components, LLC; and Trinity Structural Towers, Inc. were released from their respective guarantees under the revolving credit facility and, accordingly, were released from their respective guarantees under the Senior Notes indenture agreement. Amounts previously reported have been adjusted to include the Combined Guarantor Subsidiaries as of June 30, 2015. See Note 11 Debt. 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 June 30, 2015, assets held by the Combined Non-Guarantor Subsidiaries included $158.3 million of restricted cash that was not available for distribution to Trinity Industries, Inc. (“Parent”), $3,549.1 million of equipment securing certain non-recourse debt, $70.8 million of equipment securing certain lease obligations held by the Combined Non-Guarantor Subsidiaries, and $395.9 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 June 30, 2015
	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	1,215.0	$	701.0	$	(239.2	)	$	1,676.8
Cost of revenues	(1.1		)	945.1		522.0		(246.4		)	1,219.6
Selling, engineering, and administrative expenses	30.8			38.1		45.5		—			114.4
Gains on dispositions of property	1.4			7.9		30.8		—			40.1
	28.3			975.3		536.7		(246.4		)	1,293.9
Operating profit (loss)	(28.3		)	239.7		164.3		7.2			382.9
Other (income) expense	2.7			9.1		37.6		—			49.4
Equity in earnings of subsidiaries, net of taxes	246.3			66.8		—		(313.1		)	—
Income before income taxes	215.3			297.4		126.7		(305.9		)	333.5
Provision (benefit) for income taxes	3.3			92.2		14.6		2.6			112.7
Net income	212.0			205.2		112.1		(308.5		)	220.8
Net income attributable to noncontrolling interest	—			—		—		8.8			8.8
Net income attributable to controlling interest	$	212.0		$	205.2	$	112.1	$	(317.3	)	$	212.0

Net income	$	212.0		$	205.2	$	112.1	$	(308.5	)	$	220.8
Other comprehensive income (loss)	2.0			—		2.6		—			4.6
Comprehensive income	214.0			205.2		114.7		(308.5		)	225.4
Comprehensive income attributable to noncontrolling interest	—			—		—		9.7			9.7
Comprehensive income attributable to controlling interest	$	214.0		$	205.2	$	114.7	$	(318.2	)	$	215.7



Statement of Operations and Comprehensive Income
Six Months Ended June 30, 2015
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	2,400.0		$	1,371.4	$	(467.9	)	$	3,303.5
Cost of revenues	(1.9		)	1,889.2			1,021.3		(477.9		)	2,430.7
Selling, engineering, and administrative expenses	56.2			71.1			85.4		—			212.7
Gains on dispositions of property	1.6			7.8			46.5		—			55.9
	52.7			1,952.5			1,060.2		(477.9		)	2,587.5
Operating profit (loss)	(52.7		)	447.5			311.2		10.0			716.0
Other (income) expense	7.1			16.0			75.0		—			98.1
Equity in earnings of subsidiaries, net of taxes	443.2			124.6			—		(567.8		)	—
Income before income taxes	383.4			556.1			236.2		(557.8		)	617.9
Provision (benefit) for income taxes	(8.8		)	180.1			33.2		3.6			208.1
Net income	392.2			376.0			203.0		(561.4		)	409.8
Net income attributable to noncontrolling interest	—			—			—		17.6			17.6
Net income attributable to controlling interest	$	392.2		$	376.0		$	203.0	$	(579.0	)	$	392.2

Net income	$	392.2		$	376.0		$	203.0	$	(561.4	)	$	409.8
Other comprehensive income (loss)	1.0			(0.5		)	4.6		—			5.1
Comprehensive income	393.2			375.5			207.6		(561.4		)	414.9
Comprehensive income attributable to noncontrolling interest	—			—			—		19.1			19.1
Comprehensive income attributable to controlling interest	$	393.2		$	375.5		$	207.6	$	(580.5	)	$	395.8



Statement of Operations and Comprehensive Income
Three Months Ended June 30, 2014
	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	991.5	$	681.4	$	(187.6	)	$	1,485.3
Cost of revenues	(0.4		)	767.1		521.5		(189.9		)	1,098.3
Selling, engineering, and administrative expenses	28.1			28.5		39.8		—			96.4
Gains/(losses) on dispositions of property	0.1			7.0		4.3		—			11.4
	27.6			788.6		557.0		(189.9		)	1,183.3
Operating profit (loss)	(27.6		)	202.9		124.4		2.3			302.0
Other (income) expense	4.5			3.2		37.3		—			45.0
Equity in earnings of subsidiaries, net of taxes	150.1			27.3		—		(177.4		)	—
Income before income taxes	118.0			227.0		87.1		(175.1		)	257.0
Provision (benefit) for income taxes	(46.2		)	110.6		25.6		(6.1		)	83.9
Net income	164.2			116.4		61.5		(169.0		)	173.1
Net income attributable to noncontrolling interest	—			—		—		8.9			8.9
Net income attributable to controlling interest	$	164.2		$	116.4	$	61.5	$	(177.9	)	$	164.2

Net income	$	164.2		$	116.4	$	61.5	$	(169.0	)	$	173.1
Other comprehensive income (loss)	0.5			—		3.3		—			3.8
Comprehensive income	164.7			116.4		64.8		(169.0		)	176.9
Comprehensive income attributable to noncontrolling interest	—			—		—		9.5			9.5
Comprehensive income attributable to controlling interest	$	164.7		$	116.4	$	64.8	$	(178.5	)	$	167.4



Statement of Operations and Comprehensive Income
Six Months Ended June 30, 2014
	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	2,007.6	$	1,303.3	$	(365.1	)	$	2,945.8
Cost of revenues	—			1,521.2		1,015.5		(364.4		)	2,172.3
Selling, engineering, and administrative expenses	50.1			50.7		79.2		—			180.0
Gains/(losses) on dispositions of property	(0.1		)	41.3		58.6		—			99.8
	50.2			1,530.6		1,036.1		(364.4		)	2,252.5
Operating profit (loss)	(50.2		)	477.0		267.2		(0.7		)	693.3
Other (income) expense	8.2			7.5		75.1		—			90.8
Equity in earnings of subsidiaries, net of taxes	402.3			76.4		—		(478.7		)	—
Income before income taxes	343.9			545.9		192.1		(479.4		)	602.5
Provision (benefit) for income taxes	(46.7		)	214.4		37.1		(8.4		)	196.4
Net income	390.6			331.5		155.0		(471.0		)	406.1
Net income attributable to noncontrolling interest	—			—		—		15.5			15.5
Net income attributable to controlling interest	$	390.6		$	331.5	$	155.0	$	(486.5	)	$	390.6

Net income	$	390.6		$	331.5	$	155.0	$	(471.0	)	$	406.1
Other comprehensive income (loss)	1.1			—		6.0		—			7.1
Comprehensive income	391.7			331.5		161.0		(471.0		)	413.2
Comprehensive income attributable to noncontrolling interest	—			—		—		16.8			16.8
Comprehensive income attributable to controlling interest	$	391.7		$	331.5	$	161.0	$	(487.8	)	$	396.4



Balance Sheet
June 30, 2015
	Parent		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Assets:
Cash and cash equivalents	$	524.9	$	1.6	$	96.3	$	(39.0	)	$	583.8
Short-term marketable securities	—		—		—		—			—
Receivables, net of allowance	—		340.5		217.4		(0.4		)	557.5
Income tax receivable	35.3		—		—		—			35.3
Inventory	—		718.4		290.1		(18.6		)	989.9
Property, plant, and equipment, net	30.1		1,380.9		4,281.5		(498.6		)	5,193.9
Investments in and advances to subsidiaries	4,939.3		2,546.5		615.8		(8,101.6		)	—
Restricted cash	—		—		158.3		39.0			197.3
Goodwill and other assets	162.2		579.6		344.3		(11.6		)	1,074.5
	$	5,691.8	$	5,567.5	$	6,003.7	$	(8,630.8	)	$	8,632.2
Liabilities:
Accounts payable	$	12.3	$	123.7	$	138.0	$	(0.6	)	$	273.4
Accrued liabilities	127.8		244.9		156.8		—			529.5
Debt	797.2		37.5		2,505.6		—			3,340.3
Deferred income	—		26.4		1.9		—			28.3
Deferred income taxes	—		630.1		10.2		5.0			645.3
Advances from subsidiaries	955.2		—		—		(955.2		)	—
Other liabilities	98.0		13.0		3.1		—			114.1
Total stockholders' equity	3,701.3		4,491.9		3,188.1		(7,680.0		)	3,701.3
	$	5,691.8	$	5,567.5	$	6,003.7	$	(8,630.8	)	$	8,632.2



Balance Sheet
December 31, 2014
	Parent		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
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	—		187.5		218.2		(0.4		)	405.3
Income tax receivable	58.6		—		—		—			58.6
Inventory	—		801.9		284.6		(18.1		)	1,068.4
Property, plant, and equipment, net	29.3		813.6		4,624.3		(564.3		)	4,902.9
Investments in and advances to subsidiaries	4,431.1		2,610.6		526.4		(7,568.1		)	—
Restricted cash	—		—		194.4		40.3			234.7
Goodwill and other assets	180.6		575.5		375.1		(30.2		)	1,101.0
	$	5,602.3	$	5,000.2	$	6,312.4	$	(8,181.1	)	$	8,733.8
Liabilities:
Accounts payable	$	15.0	$	155.5	$	125.5	$	(0.6	)	$	295.4
Accrued liabilities	235.8		280.3		193.5		—			709.6
Debt	789.5		39.1		2,724.4		—			3,553.0
Deferred income	—		34.5		1.9		—			36.4
Deferred income taxes	—		634.1		12.1		(13.6		)	632.6
Advances from subsidiaries	1,072.0		—		—		(1,072.0		)	—
Other liabilities	92.6		13.0		3.8		—			109.4
Total stockholders' equity	3,397.4		3,843.7		3,251.2		(7,094.9		)	3,397.4
	$	5,602.3	$	5,000.2	$	6,312.4	$	(8,181.1	)	$	8,733.8



Statement of Cash Flows
Six Months Ended June 30, 2015
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Operating activities:
Net income	$	392.2		$	376.0		$	203.0		$	(561.4	)	$	409.8
Equity in earnings of subsidiaries, net of taxes	(443.2		)	(124.6		)	—			567.8			—
Other	(22.8		)	(134.6		)	48.3			(18.7		)	(127.8		)
Net cash provided (required) by operating activities	(73.8		)	116.8			251.3			(12.3		)	282.0

Investing activities:
(Increase) decrease in short-term marketable securities	75.0			—			—			—			75.0
Proceeds from dispositions of property	—			1.9			2.9			—			4.8
Proceeds from railcar lease fleet sales	—			60.6			150.0			(43.2		)	167.4
Capital expenditures – leasing	—			(422.4		)	(40.2		)	43.2			(419.4		)
Capital expenditures – manufacturing and other	(4.0		)	(22.3		)	(74.4		)	—			(100.7		)
Acquisitions, net of cash acquired	—			—			(46.2		)	—			(46.2		)
(Increase) decrease in investment in partially-owned subsidiaries	—			12.8			—			(12.8		)	—
Divestitures	—			—			51.3			—			51.3
Other	—			1.3			3.9			—			5.2
Net cash provided (required) by investing activities	71.0			(368.1		)	47.3			(12.8		)	(262.6		)

Financing activities:
Proceeds from issuance of common stock, net	0.2			—			—			—			0.2
Excess tax benefits from stock-based compensation	12.8			—			—			—			12.8
Payments to retire debt	—			(1.6		)	(469.4		)	—			(471.0		)
Proceeds from issuance of debt	(1.5		)	—			243.9			—			242.4
(Increase) decrease in restricted cash	—			—			45.5			1.3			46.8
Shares repurchased	(75.0		)	—			—			—			(75.0		)
Dividends paid to common shareholders	(31.1		)	—			—			—			(31.1		)
Purchase of shares to satisfy employee tax on vested stock	(27.2		)	—			—			—			(27.2		)
Contributions from noncontrolling interest	—			—			—			—			—
Contributions from controlling interest in partially-owned subsidiaries	—			—			—			—			—
Distributions to noncontrolling interest	—			—			(19.9		)	—			(19.9		)
Distributions to controlling interest in partially-owned subsidiaries	—			—			(12.8		)	12.8			—
Change in intercompany financing between entities	(178.2		)	243.4			(77.5		)	12.3			—
Other	—			—			(1.5		)	—			(1.5		)
Net cash provided (required) by financing activities	(300.0		)	241.8			(291.7		)	26.4			(323.5		)

Net increase (decrease) in cash and cash equivalents	(302.8		)	(9.5		)	6.9			1.3			(304.1		)
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	$	524.9		$	1.6		$	96.3		$	(39.0	)	$	583.8



Statement of Cash Flows
Six Months Ended June 30, 2014
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Operating activities:
Net income	$	390.6		$	331.5		$	155.0		$	(471.0	)	$	406.1
Equity in earnings of subsidiaries, net of taxes	(402.3		)	(76.4		)	—			478.7			—
Other	40.4			(317.1		)	35.2			(7.2		)	(248.7		)
Net cash provided (required) by operating activities	28.7			(62.0		)	190.2			0.5			157.4

Investing activities:
(Increase) decrease in short-term marketable securities	(68.8		)	—			—			—			(68.8		)
Proceeds from dispositions of property	0.4			—			20.6			—			21.0
Proceeds from railcar lease fleet sales	—			544.6			117.0			(419.5		)	242.1
Capital expenditures – leasing	—			(46.8		)	(422.2		)	419.5			(49.5		)
Capital expenditures – manufacturing and other	(4.7		)	(25.6		)	(77.2		)	—			(107.5		)
Acquisitions, net of cash acquired	—			—			(118.8		)	—			(118.8		)
(Increase) decrease in investment in partially-owned subsidiaries	—			(14.5		)	—			14.5			—
Divestitures	—			—			—			—			—
Other	—			—			0.3			—			0.3
Net cash provided (required) by investing activities	(73.1		)	457.7			(480.3		)	14.5			(81.2		)

Financing activities:
Proceeds from issuance of common stock, net	0.4			—			—			—			0.4
Excess tax benefits from stock-based compensation	23.6			—			—			—			23.6
Payments to retire debt	—			(1.6		)	(88.5		)	—			(90.1		)
Proceeds from issuance of debt	—			—			332.1			—			332.1
(Increase) decrease in restricted cash	—			—			(6.7		)	(6.1		)	(12.8		)
Shares repurchased	(17.5		)	—			—			—			(17.5		)
Dividends paid to common shareholders	(23.2		)	—			—			—			(23.2		)
Purchase of shares to satisfy employee tax on vested stock	(38.1		)	—			—			—			(38.1		)
Contributions from noncontrolling interest	—			—			49.6			—			49.6
Contributions from controlling interest in partially-owned subsidiaries	—			—			14.5			(14.5		)	—
Distributions to noncontrolling interest	—			—			(12.3		)	—			(12.3		)
Distributions to controlling interest in partially-owned subsidiaries	—			—			—			—			—
Change in intercompany financing between entities	378.5			(394.4		)	16.5			(0.6		)	—
Other	—			(0.5		)	(0.6		)	—			(1.1		)
Net cash provided (required) by financing activities	323.7			(396.5		)	304.6			(21.2		)	210.6

Net increase (decrease) in cash and cash equivalents	279.3			(0.8		)	14.5			(6.2		)	286.8
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	$	689.1		$	1.3		$	58.5		$	(33.6	)	$	715.3