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, 2016. 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, 2016, assets held by the Combined Non-Guarantor Subsidiaries included $154.2 million of restricted cash that was not available for distribution to Trinity Industries, Inc. (“Parent”), $3,357.2 million of equipment securing certain non-recourse debt, $69.4 million of equipment securing certain lease obligations held by the Combined Non-Guarantor Subsidiaries, and $364.9 million of assets located in foreign locations. 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 the 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.



Statement of Operations and Comprehensive Income
Three Months Ended June 30, 2016
	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	750.1	$	620.6	$	(185.8	)	$	1,184.9
Cost of revenues	(1.3		)	605.8		483.7		(190.5		)	897.7
Selling, engineering, and administrative expenses	33.2			33.2		40.3		—			106.7
Gains/(losses) on dispositions of property	(0.7		)	10.5		1.3		—			11.1
	32.6			628.5		522.7		(190.5		)	993.3
Operating profit (loss)	(32.6		)	121.6		97.9		4.7			191.6
Other (income) expense	(1.2		)	8.7		31.9		—			39.4
Equity in earnings of subsidiaries, net of taxes	106.0			16.0		—		(122.0		)	—
Income before income taxes	74.6			128.9		66.0		(117.3		)	152.2
Provision (benefit) for income taxes	(20.0		)	48.6		23.1		1.7			53.4
Net income	94.6			80.3		42.9		(119.0		)	98.8
Net income attributable to noncontrolling interest	—			—		—		4.2			4.2
Net income attributable to controlling interest	$	94.6		$	80.3	$	42.9	$	(123.2	)	$	94.6

Net income	$	94.6		$	80.3	$	42.9	$	(119.0	)	$	98.8
Other comprehensive income (loss)	0.9			—		1.1		—			2.0
Comprehensive income	95.5			80.3		44.0		(119.0		)	100.8
Comprehensive income attributable to noncontrolling interest	—			—		—		4.9			4.9
Comprehensive income attributable to controlling interest	$	95.5		$	80.3	$	44.0	$	(123.9	)	$	95.9



Statement of Operations and Comprehensive Income
Six Months Ended June 30, 2016
	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	1,500.0	$	1,261.5	$	(388.7	)	$	2,372.8
Cost of revenues	(3.5		)	1,217.1		972.3		(398.3		)	1,787.6
Selling, engineering, and administrative expenses	56.8			65.1		81.3		—			203.2
Gains/(losses) on dispositions of property	(0.9		)	10.3		3.6		—			13.0
	54.2			1,271.9		1,050.0		(398.3		)	1,977.8
Operating profit (loss)	(54.2		)	228.1		211.5		9.6			395.0
Other (income) expense	(0.1		)	17.3		66.1		—			83.3
Equity in earnings of subsidiaries, net of taxes	228.1			42.6		—		(270.7		)	—
Income before income taxes	174.0			253.4		145.4		(261.1		)	311.7
Provision (benefit) for income taxes	(17.8		)	85.6		39.6		3.4			110.8
Net income	191.8			167.8		105.8		(264.5		)	200.9
Net income attributable to noncontrolling interest	—			—		—		9.1			9.1
Net income attributable to controlling interest	$	191.8		$	167.8	$	105.8	$	(273.6	)	$	191.8

Net income	$	191.8		$	167.8	$	105.8	$	(264.5	)	$	200.9
Other comprehensive income (loss)	3.0			—		1.9		—			4.9
Comprehensive income	194.8			167.8		107.7		(264.5		)	205.8
Comprehensive income attributable to noncontrolling interest	—			—		—		10.3			10.3
Comprehensive income attributable to controlling interest	$	194.8		$	167.8	$	107.7	$	(274.8	)	$	195.5



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/(losses) 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/(losses) 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



Balance Sheet
June 30, 2016
	Parent		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Assets:
Cash and cash equivalents	$	592.6	$	1.3	$	46.0	$	(25.9	)	$	614.0
Short-term marketable securities	200.0		—		—		—			200.0
Receivables, net of allowance	—		235.7		203.6		—			439.3
Income tax receivable	68.9		—		—		—			68.9
Inventory	—		602.5		297.9		(17.8		)	882.6
Property, plant, and equipment, net	42.5		1,941.2		4,105.9		(483.0		)	5,606.6
Investments in and advances to subsidiaries	6,508.0		3,647.0		981.3		(11,136.3		)	—
Restricted cash	—		3.2		154.2		25.9			183.3
Goodwill and other assets	204.4		586.2		305.1		(55.0		)	1,040.7
	$	7,616.4	$	7,017.1	$	6,094.0	$	(11,692.1	)	$	9,035.4
Liabilities:
Accounts payable	$	5.7	$	91.8	$	123.7	$	—		$	221.2
Accrued liabilities	202.8		174.8		136.7		(55.0		)	459.3
Debt	809.5		34.0		2,286.1		—			3,129.6
Deferred income	—		23.4		1.6		—			25.0
Deferred income taxes	68.1		832.5		1.9		0.3			902.8
Advances from subsidiaries	2,248.6		—		—		(2,248.6		)	—
Other liabilities	104.4		13.5		2.3		—			120.2
Total stockholders' equity	4,177.3		5,847.1		3,541.7		(9,388.8		)	4,177.3
	$	7,616.4	$	7,017.1	$	6,094.0	$	(11,692.1	)	$	9,035.4



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



Statement of Cash Flows
Six Months Ended June 30, 2016
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Operating activities:
Net income	$	191.8		$	167.8		$	105.8		$	(264.5	)	$	200.9
Equity in earnings of subsidiaries, net of taxes	(228.1		)	(42.6		)	—			270.7			—
Other	48.8			201.3			47.8			(12.4		)	285.5
Net cash provided (required) by operating activities	12.5			326.5			153.6			(6.2		)	486.4

Investing activities:
(Increase) decrease in short-term marketable securities	(115.1		)	—			—			—			(115.1		)
Proceeds from railcar lease fleet sales owned more than one year	—			27.3			10.4			—			37.7
Proceeds from dispositions of property and other assets	—			0.2			3.9			—			4.1
Capital expenditures – leasing	—			(343.7		)	(2.3		)	—			(346.0		)
Capital expenditures – manufacturing and other	(8.5		)	(5.5		)	(65.8		)	—			(79.8		)
Acquisitions, net of cash acquired	—			—			—			—			—
(Increase) decrease in investment in partially-owned subsidiaries	—			6.7			—			(6.7		)	—
Divestitures	—			—			—			—			—
Other	—			0.6			1.7			—			2.3
Net cash provided (required) by investing activities	(123.6		)	(314.4		)	(52.1		)	(6.7		)	(496.8		)

Financing activities:
Proceeds from issuance of common stock, net	—			—			—			—			—
Excess tax benefits from stock-based compensation	0.6			—			—			—			0.6
Payments to retire debt	—			(1.7		)	(75.9		)	—			(77.6		)
Proceeds from issuance of debt	—			—			—			—			—
(Increase) decrease in restricted cash	—			(3.0		)	6.3			9.2			12.5
Shares repurchased	(34.7		)	—			—			—			(34.7		)
Dividends paid to common shareholders	(33.4		)	—			—			—			(33.4		)
Purchase of shares to satisfy employee tax on vested stock	(16.1		)	—			—			—			(16.1		)
Distributions to noncontrolling interest	—			—			(10.9		)	—			(10.9		)
Distributions to controlling interest in partially-owned subsidiaries	—			—			(6.7		)	6.7			—
Change in intercompany financing between entities	19.0			(7.8		)	(17.4		)	6.2			—
Other	—			—			(2.0		)	—			(2.0		)
Net cash provided (required) by financing activities	(64.6		)	(12.5		)	(106.6		)	22.1			(161.6		)

Net increase (decrease) in cash and cash equivalents	(175.7		)	(0.4		)	(5.1		)	9.2			(172.0		)
Cash and cash equivalents at beginning of period	768.3			1.7			51.1			(35.1		)	786.0
Cash and cash equivalents at end of period	$	592.6		$	1.3		$	46.0		$	(25.9	)	$	614.0



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 railcar lease fleet sales owned more than one year	—			60.6			150.0			(43.2		)	167.4
Proceeds from dispositions of property and other assets	—			1.9			2.9			—			4.8
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		)
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