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 December 31, 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 December 31, 2015, assets held by the Combined Non-Guarantor Subsidiaries included $160.5 million of restricted cash that was not available for distribution to Trinity Industries, Inc. (“Parent”), $3,437.1 million of equipment securing certain non-recourse debt, $71.2 million of equipment securing certain lease obligations held by the Combined Non-Guarantor Subsidiaries, and $359.0 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
Year Ended December 31, 2015
	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	4,668.8	$	2,642.6	$	(918.7	)	$	6,392.7
Cost of revenues	(2.0		)	3,594.9		2,005.3		(942.0		)	4,656.2
Selling, engineering, and administrative expenses	147.0			153.3		176.1		—			476.4
Gains on dispositions on property	2.0			86.0		90.8		—			178.8
	143.0			3,662.2		2,090.6		(942.0		)	4,953.8
Operating profit (loss)	(143.0		)	1,006.6		552.0		23.3			1,438.9
Other (income) expense	(118.7		)	68.6		237.0		—			186.9
Equity in earnings of subsidiaries, net of taxes	920.0			217.4		—		(1,137.4		)	—
Income from continuing operations before income taxes	895.7			1,155.4		315.0		(1,114.1		)	1,252.0
Provision (benefit) for income taxes	99.2			353.2		12.5		(38.9		)	426.0
Net income from continuing operations	796.5			802.2		302.5		(1,075.2		)	826.0
Income (loss) from discontinued operations, net of provision (benefit) for income taxes	—			—		—		—			—
Net income	796.5			802.2		302.5		(1,075.2		)	826.0
Net income attributable to noncontrolling interest	—			—		—		29.5			29.5
Net income attributable to controlling interest	$	796.5		$	802.2	$	302.5	$	(1,104.7	)	$	796.5

Net income	$	796.5		$	802.2	$	302.5	$	(1,075.2	)	$	826.0
Other comprehensive income (loss)	(6.0		)	—		5.5		—			(0.5		)
Comprehensive income	790.5			802.2		308.0		(1,075.2		)	825.5
Comprehensive income attributable to noncontrolling interest	—			—		—		32.5			32.5
Comprehensive income attributable to controlling interest	$	790.5		$	802.2	$	308.0	$	(1,107.7	)	$	793.0



Statement of Operations and Comprehensive Income
Year Ended December 31, 2014
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	4,290.3		$	2,700.2	$	(820.5	)	$	6,170.0
Cost of revenues	2.3			3,345.5			2,098.5		(826.5		)	4,619.8
Selling, engineering, and administrative expenses	115.6			124.9			163.1		—			403.6
Gains on dispositions on property	(1.4		)	41.3			64.5		—			104.4
	119.3			3,429.1			2,197.1		(826.5		)	4,919.0
Operating profit (loss)	(119.3		)	861.2			503.1		6.0			1,251.0
Other (income) expense	(60.3		)	57.1			190.1		—			186.9
Equity in earnings of subsidiaries, net of taxes	741.7			191.8			—		(933.5		)	—
Income from continuing operations before income taxes	682.7			995.9			313.0		(927.5		)	1,064.1
Provision (benefit) for income taxes	4.5			297.2			50.6		2.5			354.8
Net income from continuing operations	678.2			698.7			262.4		(930.0		)	709.3
Income (loss) from discontinued operations, net of provision (benefit) for income taxes	—			—			—		—			—
Net income	678.2			698.7			262.4		(930.0		)	709.3
Net income attributable to noncontrolling interest	—			—			—		31.1			31.1
Net income attributable to controlling interest	$	678.2		$	698.7		$	262.4	$	(961.1	)	$	678.2

Net income	$	678.2		$	698.7		$	262.4	$	(930.0	)	$	709.3
Other comprehensive income (loss)	(33.9		)	(8.5		)	11.4		—			(31.0		)
Comprehensive income	644.3			690.2			273.8		(930.0		)	678.3
Comprehensive income attributable to noncontrolling interest	—			—			—		34.1			34.1
Comprehensive income attributable to controlling interest	$	644.3		$	690.2		$	273.8	$	(964.1	)	$	644.2



Statement of Operations and Comprehensive Income
Year Ended December 31, 2013
	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	2,768.5	$	2,237.7	$	(640.9	)	$	4,365.3
Cost of revenues	0.6			2,227.5		1,740.2		(646.0		)	3,322.3
Selling, engineering, and administrative expenses	72.7			87.4		131.9		(0.7		)	291.3
Gains on dispositions on property	0.3			11.1		9.8		—			21.2
	73.0			2,303.8		1,862.3		(646.7		)	3,592.4
Operating profit (loss)	(73.0		)	464.7		375.4		5.8			772.9
Other (income) expense	(71.5		)	40.5		213.4		—			182.4
Equity in earnings of subsidiaries, net of taxes	378.6			84.6		—		(463.2		)	—
Income from continuing operations before income taxes	377.1			508.8		162.0		(457.4		)	590.5
Provision (benefit) for income taxes	1.6			160.7		40.0		2.1			204.4
Net income from continuing operations	375.5			348.1		122.0		(459.5		)	386.1
Income (loss) from discontinued operations, net of provision (benefit) for income taxes	—			—		6.3		—			6.3
Net income	375.5			348.1		128.3		(459.5		)	392.4
Net income attributable to noncontrolling interest	—			—		—		16.9			16.9
Net income attributable to controlling interest	$	375.5		$	348.1	$	128.3	$	(476.4	)	$	375.5

Net income	$	375.5		$	348.1	$	128.3	$	(459.5	)	$	392.4
Other comprehensive income (loss)	48.2			8.4		18.1		—			74.7
Comprehensive income	423.7			356.5		146.4		(459.5		)	467.1
Comprehensive income attributable to noncontrolling interest	—			—		—		21.1			21.1
Comprehensive income attributable to controlling interest	$	423.7		$	356.5	$	146.4	$	(480.6	)	$	446.0



Balance Sheet
December 31, 2015
	Parent		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Assets:
Cash and cash equivalents	$	768.3	$	1.7	$	51.1	$	(35.1	)	$	786.0
Short-term marketable securities	84.9		—		—		—			84.9
Receivables, net of allowance	0.1		196.3		173.5		—			369.9
Income tax receivable	94.9		—		—		—			94.9
Inventory	—		634.1		325.4		(16.4		)	943.1
Property, plant, and equipment, net	37.7		1,597.0		4,204.3		(491.0		)	5,348.0
Investments in and advances to subsidiaries	6,262.9		3,633.1		908.5		(10,804.5		)	—
Restricted cash	—		0.2		160.5		35.1			195.8
Goodwill and other assets	178.8		579.8		304.7		—			1,063.3
	$	7,427.6	$	6,642.2	$	6,128.0	$	(11,311.9	)	$	8,885.9
Liabilities:
Accounts payable	$	9.9	$	62.9	$	144.3	$	(0.3	)	$	216.8
Accrued liabilities	224.9		137.3		168.5		(1.1		)	529.6
Debt	800.6		35.6		2,359.2		—			3,195.4
Deferred income	—		25.4		1.7		—			27.1
Deferred income taxes	31.2		711.3		9.4		0.3			752.2
Advances from subsidiaries	2,212.2		—		—		(2,212.2		)	—
Other liabilities	100.1		13.6		2.4		—			116.1
Total stockholders' equity	4,048.7		5,656.1		3,442.5		(9,098.6		)	4,048.7
	$	7,427.6	$	6,642.2	$	6,128.0	$	(11,311.9	)	$	8,885.9



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	175.1		575.3		342.3		(30.2		)	1,062.5
	$	5,596.8	$	5,000.0	$	6,279.6	$	(8,181.1	)	$	8,695.3
Liabilities:
Accounts payable	$	15.0	$	155.5	$	125.5	$	(0.6	)	$	295.4
Accrued liabilities	235.8		280.3		193.5		—			709.6
Debt	784.0		38.9		2,691.6		—			3,514.5
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
	$	5,596.8	$	5,000.0	$	6,279.6	$	(8,181.1	)	$	8,695.3

Asset and debt balances previously reported have been adjusted to reflect the adoption of ASU 2015-03 requiring debt issuance costs in financial statements to be presented as a direct deduction from the related debt liability rather than as an asset. See Note 1 Summary of Significant Accounting Policies.



Statement of Cash Flows
Year Ended December 31, 2015
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Operating activities:
Net income	$	796.5		$	802.2		$	302.5		$	(1,075.2	)	$	826.0
Equity in earnings of subsidiaries, net of taxes	(920.0		)	(217.4		)	—			1,137.4			—
Other	57.8			(33.1		)	146.4			(57.4		)	113.7
Net cash provided (required) by operating activities - continuing	(65.7		)	551.7			448.9			4.8			939.7
Net cash provided by operating activities - discontinued	—			—			—			—			—
Net cash provided (required) by operating activities	(65.7		)	551.7			448.9			4.8			939.7
Investing activities:
(Increase) decrease in short-term marketable securities	(9.9		)	—			—			—			(9.9		)
Proceeds from railcar lease fleet sales owned more than one year	—			290.6			267.2			(43.2		)	514.6
Proceeds from disposition of property and other assets	—			1.9			6.3			—			8.2
Capital expenditures – leasing	—			(821.6		)	(55.4		)	43.2			(833.8		)
Capital expenditures – manufacturing and other	(14.5		)	(39.1		)	(142.4		)	—			(196.0		)
Acquisitions, net of cash acquired	—			—			(46.2		)	—			(46.2		)
(Increase) decrease in investment in partially-owned subsidiaries	—			24.8			—			(24.8		)	—
Divestitures	—			—			51.3			—			51.3
Other	—			0.2			0.3			—			0.5
Net cash provided (required) by investing activities - continuing	(24.4		)	(543.2		)	81.1			(24.8		)	(511.3		)
Net cash provided (required) by investing activities - discontinued	—			—			—			—			—
Net cash provided (required) by investing activities	(24.4		)	(543.2		)	81.1			(24.8		)	(511.3		)
Financing activities:
Proceeds from issuance of common stock, net	0.3			—			—			—			0.3
Excess tax benefits from stock-based compensation	13.3			—			—			—			13.3
Payments to retire debt	—			(3.2		)	(584.0		)	—			(587.2		)
Proceeds from issuance of debt	(1.5		)	—			243.9			—			242.4
(Increase) decrease in restricted cash	—			(0.2		)	43.3			5.2			48.3
Shares repurchased	(115.0		)	—			—			—			(115.0		)
Dividends paid to common shareholders	(64.9		)	—			—			—			(64.9		)
Purchase of shares to satisfy employee tax on vested stock	(27.5		)	—			—			—			(27.5		)
Proceeds from sale of interests in partially-owned leasing subsidiaries	—			—			—			—			—
Repurchase of noncontrolling interest in partially-owned leasing subsidiaries	—			—			—			—			—
Contributions from noncontrolling interest	—			—			—			—			—
Contributions from controlling interest in partially-owned leasing subsidiaries	—			—			—			—			—
Distributions to noncontrolling interest	—			—			(39.2		)	—			(39.2		)
Distributions to controlling interest in partially-owned leasing subsidiaries	—			—			(24.8		)	24.8			—
Change in intercompany financing between entities	226.0			(14.5		)	(206.7		)	(4.8		)	—
Other	—			—			(0.8		)	—			(0.8		)
Net cash provided (required) by financing activities - continuing	30.7			(17.9		)	(568.3		)	25.2			(530.3		)
Net cash required by financing activities - discontinued	—			—			—			—			—
Net cash provided (required) by financing activities	30.7			(17.9		)	(568.3		)	25.2			(530.3		)
Net increase (decrease) in cash and cash equivalents	(59.4		)	(9.4		)	(38.3		)	5.2			(101.9		)
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	$	768.3		$	1.7		$	51.1		$	(35.1	)	$	786.0



Statement of Cash Flows
Year Ended December 31, 2014
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Operating activities:
Net income	$	678.2		$	698.7		$	262.4		$	(930.0	)	$	709.3
Equity in earnings of subsidiaries, net of taxes	(741.7		)	(191.8		)	—			933.5			—
Other	(26.5		)	(99.0		)	240.1			(5.7		)	108.9
Net cash provided (required) by operating activities - continuing	(90.0		)	407.9			502.5			(2.2		)	818.2
Net cash provided by operating activities - discontinued	—			—			1.0			—			1.0
Net cash provided (required) by operating activities	(90.0		)	407.9			503.5			(2.2		)	819.2
Investing activities:
(Increase) decrease in short-term marketable securities	74.7			—			—			—			74.7
Proceeds from railcar lease fleet sales owned more than one year	—			549.2			140.3			(423.7		)	265.8
Proceeds from disposition of property and other assets	0.3			—			22.7			—			23.0
Capital expenditures – leasing	—			(222.8		)	(446.2		)	423.7			(245.3		)
Capital expenditures – manufacturing and other	(8.3		)	(58.3		)	(152.7		)	—			(219.3		)
Acquisitions, net of cash acquired	—			(595.6		)	(118.8		)	—			(714.4		)
(Increase) decrease in investment in partially-owned subsidiaries	—			(4.5		)	—			4.5			—
Divestitures	—			—			—			—			—
Other	0.9			(0.8		)	0.7			—			0.8
Net cash provided (required) by investing activities - continuing	67.6			(332.8		)	(554.0		)	4.5			(814.7		)
Net cash provided by investing activities - discontinued	—			—			—			—			—
Net cash provided (required) by investing activities	67.6			(332.8		)	(554.0		)	4.5			(814.7		)
Financing activities:
Proceeds from issuance of common stock, net	0.6			—			—			—			0.6
Excess tax benefits from stock-based compensation	24.4			—			—			—			24.4
Payments to retire debt	(0.5		)	(3.1		)	(183.0		)	—			(186.6		)
Proceeds from issuance of debt	395.7			—			331.6			—			727.3
(Increase) decrease in restricted cash	—			—			13.9			(12.9		)	1.0
Shares repurchased	(36.5		)	—			—			—			(36.5		)
Dividends paid to common shareholders	(54.4		)	—			—			—			(54.4		)
Purchase of shares to satisfy employee tax on vested stock	(38.3		)	—			—			—			(38.3		)
Proceeds from sale of interests in partially-owned leasing subsidiaries	—			—			—			—			—
Repurchase of noncontrolling interest in partially-owned leasing subsidiaries	—			—			—			—			—
Contributions from noncontrolling interest	—			—			49.6			—			49.6
Contributions from controlling interest in partially-owned leasing subsidiaries	—			—			4.5			(4.5		)	—
Distributions to noncontrolling interest	—			—			(28.2		)	—			(28.2		)
Distributions to controlling interest in partially-owned leasing subsidiaries	—			—			—			—			—
Change in intercompany financing between entities	149.4			(62.3		)	(89.3		)	2.2			—
Other	—			(0.7		)	(1.8		)	—			(2.5		)
Net cash provided (required) by financing activities - continuing	440.4			(66.1		)	97.3			(15.2		)	456.4
Net cash required by financing activities - discontinued	—			—			(1.5		)	—			(1.5		)
Net cash provided (required) by financing activities	440.4			(66.1		)	95.8			(15.2		)	454.9
Net increase (decrease) in cash and cash equivalents	418.0			9.0			45.3			(12.9		)	459.4
Cash and cash equivalents at beginning of period	409.7			2.1			44.1			(27.4		)	428.5
Cash and cash equivalents at end of period	$	827.7		$	11.1		$	89.4		$	(40.3	)	$	887.9



Statement of Cash Flows
Year Ended December 31, 2013
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Operating activities:
Net income	$	375.5		$	348.1		$	128.3		$	(459.5	)	$	392.4
Equity in earnings of subsidiaries, net of taxes	(378.6		)	(84.6		)	—			463.2			—
Other	260.6			(79.7		)	218.7			(132.3		)	267.3
Net cash provided (required) by operating activities - continuing	257.5			183.8			347.0			(128.6		)	659.7
Net cash provided by operating activities - discontinued	—			—			2.5			—			2.5
Net cash provided (required) by operating activities	257.5			183.8			349.5			(128.6		)	662.2
Investing activities:
(Increase) decrease in short-term marketable securities	(149.7		)	—			—			—			(149.7		)
Proceeds from railcar lease fleet sales owned more than one year	—			322.4			57.1			(247.9		)	131.6
Proceeds from disposition of property and other assets	—			0.1			3.6			—			3.7
Capital expenditures – leasing	—			(545.6		)	(283.4		)	247.9			(581.1		)
Capital expenditures – manufacturing and other	(23.7		)	(53.6		)	(72.6		)	—			(149.9		)
Acquisitions, net of cash acquired	—			—			(73.2		)	—			(73.2		)
(Increase) decrease in investment in partially-owned subsidiary	—			47.3			—			(47.3		)	—
Divestitures	—			—			—			—			—
Other	108.8			—			—			(108.8		)	—
Net cash required by investing activities - continuing	(64.6		)	(229.4		)	(368.5		)	(156.1		)	(818.6		)
Net cash provided by investing activities - discontinued	—			—			0.6			—			0.6
Net cash required by investing activities	(64.6		)	(229.4		)	(367.9		)	(156.1		)	(818.0		)
Financing activities:
Proceeds from issuance of common stock, net	2.5			—			—			—			2.5
Excess tax benefits from stock-based compensation	8.5			—			—			—			8.5
Payments to retire debt	—			(52.2		)	(318.7		)	108.8			(262.1		)
Proceeds from issuance of debt	—			—			175.0			—			175.0
(Increase) decrease in restricted cash	—			—			2.5			(15.0		)	(12.5		)
Shares repurchased	(103.2		)	—			—			—			(103.2		)
Dividends paid to common shareholders	(39.3		)	—			—			—			(39.3		)
Purchase of shares to satisfy employee tax on vested stock	(9.6		)	—			—			—			(9.6		)
Proceeds from sale of interests in partially-owned leasing subsidiaries	—			—			296.7			—			296.7
Repurchase of noncontrolling interest in partially-owned leasing subsidiaries	—			(84.0		)	—			—			(84.0		)
Contributions from noncontrolling interest	—			—			50.0			—			50.0
Contributions from controlling interest in partially-owned leasing subsidiaries	—			—			—			—			—
Distributions to noncontrolling interest	—			—			(10.0		)	—			(10.0		)
Distributions to controlling interest in partially-owned leasing subsidiaries	—			—			(47.3		)	47.3			—
Change in intercompany financing between entities	(148.3		)	179.5			(159.8		)	128.6			—
Other	—			—			0.8			—			0.8
Net cash provided (required) by financing activities - continuing	(289.4		)	43.3			(10.8		)	269.7			12.8
Net cash required by financing activities - discontinued	—			—			(1.5		)	—			(1.5		)
Net cash provided (required) by financing activities	(289.4		)	43.3			(12.3		)	269.7			11.3
Net increase (decrease) in cash and cash equivalents	(96.5		)	(2.3		)	(30.7		)	(15.0		)	(144.5		)
Cash and cash equivalents at beginning of period	506.2			4.4			74.8			(12.4		)	573.0
Cash and cash equivalents at end of period	$	409.7		$	2.1		$	44.1		$	(27.4	)	$	428.5