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. 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 September 30, 2016, assets held by the Combined Non-Guarantor Subsidiaries included $149.9 million of restricted cash that was not available for distribution to Trinity Industries, Inc. (“Parent”), $3,327.8 million of equipment securing certain non-recourse debt, $69.0 million of equipment securing certain lease obligations held by the Combined Non-Guarantor Subsidiaries, and $368.0 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 September 30, 2016
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	686.7		$	620.0	$	(195.0	)	$	1,111.7
Cost of revenues	0.3			555.2			474.0		(202.2		)	827.3
Selling, engineering, and administrative expenses	33.8			27.2			41.3		—			102.3
Gains/(losses) on dispositions of property	0.2			0.2			1.1		—			1.5
	33.9			582.2			514.2		(202.2		)	928.1
Operating profit (loss)	(33.9		)	104.5			105.8		7.2			183.6
Other (income) expense	—			9.9			34.2		—			44.1
Equity in earnings of subsidiaries, net of taxes	114.8			33.9			—		(148.7		)	—
Income before income taxes	80.9			128.5			71.6		(141.5		)	139.5
Provision (benefit) for income taxes	(3.3		)	30.9			19.7		2.6			49.9
Net income	84.2			97.6			51.9		(144.1		)	89.6
Net income attributable to noncontrolling interest	—			—			—		5.4			5.4
Net income attributable to controlling interest	$	84.2		$	97.6		$	51.9	$	(149.5	)	$	84.2

Net income	$	84.2		$	97.6		$	51.9	$	(144.1	)	$	89.6
Other comprehensive income (loss)	0.3			(0.1		)	1.4		—			1.6
Comprehensive income	84.5			97.5			53.3		(144.1		)	91.2
Comprehensive income attributable to noncontrolling interest	—			—			—		6.2			6.2
Comprehensive income attributable to controlling interest	$	84.5		$	97.5		$	53.3	$	(150.3	)	$	85.0



Statement of Operations and Comprehensive Income
Nine Months Ended September 30, 2016
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	2,186.8		$	1,881.4	$	(583.7	)	$	3,484.5
Cost of revenues	(3.3		)	1,772.3			1,446.2		(600.3		)	2,614.9
Selling, engineering, and administrative expenses	90.7			92.3			122.5		—			305.5
Gains/(losses) on dispositions of property	(0.7		)	10.6			4.6		—			14.5
	88.1			1,854.0			1,564.1		(600.3		)	2,905.9
Operating profit (loss)	(88.1		)	332.8			317.3		16.6			578.6
Other (income) expense	(0.1		)	27.2			100.3		—			127.4
Equity in earnings of subsidiaries, net of taxes	343.2			76.5			—		(419.7		)	—
Income before income taxes	255.2			382.1			217.0		(403.1		)	451.2
Provision (benefit) for income taxes	(20.8		)	116.6			58.9		6.0			160.7
Net income	276.0			265.5			158.1		(409.1		)	290.5
Net income attributable to noncontrolling interest	—			—			—		14.5			14.5
Net income attributable to controlling interest	$	276.0		$	265.5		$	158.1	$	(423.6	)	$	276.0

Net income	$	276.0		$	265.5		$	158.1	$	(409.1	)	$	290.5
Other comprehensive income (loss)	3.3			(0.1		)	3.3		—			6.5
Comprehensive income	279.3			265.4			161.4		(409.1		)	297.0
Comprehensive income attributable to noncontrolling interest	—			—			—		16.5			16.5
Comprehensive income attributable to controlling interest	$	279.3		$	265.4		$	161.4	$	(425.6	)	$	280.5



Statement of Operations and Comprehensive Income
Three Months Ended September 30, 2015
	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	1,084.3	$	678.3		$	(220.4	)	$	1,542.2
Cost of revenues	0.1			818.6		513.2			(222.5		)	1,109.4
Selling, engineering, and administrative expenses	38.5			41.2		46.9			—			126.6
Gains/(losses) on dispositions of property	0.2			31.0		27.5			—			58.7
	38.4			828.8		532.6			(222.5		)	1,177.3
Operating profit (loss)	(38.4		)	255.5		145.7			2.1			364.9
Other (income) expense	4.8			7.8		32.5			—			45.1
Equity in earnings of subsidiaries, net of taxes	283.3			56.9		—			(340.2		)	—
Income before income taxes	240.1			304.6		113.2			(338.1		)	319.8
Provision (benefit) for income taxes	35.8			96.5		21.1			(45.8		)	107.6
Net income	204.3			208.1		92.1			(292.3		)	212.2
Net income attributable to noncontrolling interest	—			—		—			7.9			7.9
Net income attributable to controlling interest	$	204.3		$	208.1	$	92.1		$	(300.2	)	$	204.3

Net income	$	204.3		$	208.1	$	92.1		$	(292.3	)	$	212.2
Other comprehensive income (loss)	(1.0		)	—		(0.1		)	—			(1.1		)
Comprehensive income	203.3			208.1		92.0			(292.3		)	211.1
Comprehensive income attributable to noncontrolling interest	—			—		—			8.4			8.4
Comprehensive income attributable to controlling interest	$	203.3		$	208.1	$	92.0		$	(300.7	)	$	202.7



Statement of Operations and Comprehensive Income
Nine Months Ended September 30, 2015
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	3,484.2		$	2,049.6	$	(688.1	)	$	4,845.7
Cost of revenues	(1.8		)	2,708.0			1,534.4		(700.5		)	3,540.1
Selling, engineering, and administrative expenses	94.5			112.4			132.4		—			339.3
Gains/(losses) on dispositions of property	1.7			38.9			74.0		—			114.6
	91.0			2,781.5			1,592.8		(700.5		)	3,764.8
Operating profit (loss)	(91.0		)	702.7			456.8		12.4			1,080.9
Other (income) expense	11.9			23.8			107.5		—			143.2
Equity in earnings of subsidiaries, net of taxes	726.4			181.5			—		(907.9		)	—
Income before income taxes	623.5			860.4			349.3		(895.5		)	937.7
Provision (benefit) for income taxes	27.0			276.5			54.3		(42.1		)	315.7
Net income	596.5			583.9			295.0		(853.4		)	622.0
Net income attributable to noncontrolling interest	—			—			—		25.5			25.5
Net income attributable to controlling interest	$	596.5		$	583.9		$	295.0	$	(878.9	)	$	596.5

Net income	$	596.5		$	583.9		$	295.0	$	(853.4	)	$	622.0
Other comprehensive income (loss)	(0.1		)	(0.5		)	4.6		—			4.0
Comprehensive income	596.4			583.4			299.6		(853.4		)	626.0
Comprehensive income attributable to noncontrolling interest	—			—			—		27.5			27.5
Comprehensive income attributable to controlling interest	$	596.4		$	583.4		$	299.6	$	(880.9	)	$	598.5



Balance Sheet
September 30, 2016
	Parent		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Assets:
Cash and cash equivalents	$	523.6	$	3.9	$	64.3	$	(34.0	)	$	557.8
Short-term marketable securities	284.7		—		—		—			284.7
Receivables, net of allowance	—		184.4		189.0		(1.2		)	372.2
Income tax receivable	54.9		—		—		—			54.9
Inventory	—		594.8		291.0		(16.2		)	869.6
Property, plant, and equipment, net	45.7		2,128.5		4,068.1		(479.1		)	5,763.2
Investments in and advances to subsidiaries	6,627.5		3,568.8		1,063.7		(11,260.0		)	—
Restricted cash	—		—		149.9		34.0			183.9
Goodwill and other assets	163.8		585.1		301.4		(1.0		)	1,049.3
	$	7,700.2	$	7,065.5	$	6,127.4	$	(11,757.5	)	$	9,135.6
Liabilities:
Accounts payable	$	9.2	$	83.7	$	119.6	$	(1.5	)	$	211.0
Accrued liabilities	229.8		87.2		161.7		(1.0		)	477.7
Debt	814.1		33.2		2,259.8		—			3,107.1
Deferred income	—		22.6		1.6		—			24.2
Deferred income taxes	70.0		861.5		4.2		0.3			936.0
Advances from subsidiaries	2,213.3		—		—		(2,213.3		)	—
Other liabilities	109.4		13.5		2.3		—			125.2
Total stockholders' equity	4,254.4		5,963.8		3,578.2		(9,542.0		)	4,254.4
	$	7,700.2	$	7,065.5	$	6,127.4	$	(11,757.5	)	$	9,135.6



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
Nine Months Ended September 30, 2016
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Operating activities:
Net income	$	276.0		$	265.5		$	158.1		$	(409.1	)	$	290.5
Equity in earnings of subsidiaries, net of taxes	(343.2		)	(76.5		)	—			419.7			—
Other	157.4			211.9			153.6			(21.3		)	501.6
Net cash provided (required) by operating activities	90.2			400.9			311.7			(10.7		)	792.1

Investing activities:
(Increase) decrease in short-term marketable securities	(199.8		)	—			—			—			(199.8		)
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	—			2.2			6.7			—			8.9
Capital expenditures – leasing	—			(553.6		)	(1.6		)	—			(555.2		)
Capital expenditures – manufacturing and other	(12.9		)	(6.5		)	(81.7		)	—			(101.1		)
Acquisitions, net of cash acquired	—			—			—			—			—
(Increase) decrease in investment in partially-owned subsidiaries	—			11.7			—			(11.7		)	—
Divestitures	—			—			—			—			—
Other	—			—			4.0			—			4.0
Net cash provided (required) by investing activities	(212.7		)	(518.9		)	(62.2		)	(11.7		)	(805.5		)

Financing activities:
Proceeds from issuance of common stock, net	—			—			—			—			—
Excess tax benefits from stock-based compensation	0.8			—			—			—			0.8
Payments to retire debt	—			(2.5		)	(103.5		)	—			(106.0		)
Proceeds from issuance of debt	—			—			—			—			—
(Increase) decrease in restricted cash	—			0.2			10.6			1.1			11.9
Shares repurchased	(34.7		)	—			—			—			(34.7		)
Dividends paid to common shareholders	(50.0		)	—			—			—			(50.0		)
Purchase of shares to satisfy employee tax on vested stock	(16.4		)	—			—			—			(16.4		)
Distributions to noncontrolling interest	—			—			(18.4		)	—			(18.4		)
Distributions to controlling interest in partially-owned subsidiaries	—			—			(11.7		)	11.7			—
Change in intercompany financing between entities	(21.9		)	122.5			(111.3		)	10.7			—
Other	—			—			(2.0		)	—			(2.0		)
Net cash provided (required) by financing activities	(122.2		)	120.2			(236.3		)	23.5			(214.8		)

Net increase (decrease) in cash and cash equivalents	(244.7		)	2.2			13.2			1.1			(228.2		)
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	$	523.6		$	3.9		$	64.3		$	(34.0	)	$	557.8



Statement of Cash Flows
Nine Months Ended September 30, 2015
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Operating activities:
Net income	$	596.5		$	583.9		$	295.0		$	(853.4	)	$	622.0
Equity in earnings of subsidiaries, net of taxes	(726.4		)	(181.5		)	—			907.9			—
Other	20.5			(81.2		)	93.8			(24.8		)	8.3
Net cash provided (required) by operating activities	(109.4		)	321.2			388.8			29.7			630.3

Investing activities:
(Increase) decrease in short-term marketable securities	75.0			—			—			—			75.0
Proceeds from railcar lease fleet sales owned more than one year	—			142.1			214.5			(43.2		)	313.4
Proceeds from dispositions of property and other assets	—			1.9			4.2			—			6.1
Capital expenditures – leasing	—			(638.1		)	(47.3		)	43.2			(642.2		)
Capital expenditures – manufacturing and other	(8.4		)	(30.9		)	(105.8		)	—			(145.1		)
Acquisitions, net of cash acquired	—			—			(46.2		)	—			(46.2		)
(Increase) decrease in investment in partially-owned subsidiaries	—			19.3			—			(19.3		)	—
Divestitures	—			—			51.3			—			51.3
Other	—			0.9			3.9			—			4.8
Net cash provided (required) by investing activities	66.6			(504.8		)	74.6			(19.3		)	(382.9		)

Financing activities:
Proceeds from issuance of common stock, net	0.2			—			—			—			0.2
Excess tax benefits from stock-based compensation	13.1			—			—			—			13.1
Payments to retire debt	—			(2.5		)	(528.3		)	—			(530.8		)
Proceeds from issuance of debt	(1.5		)	—			243.9			—			242.4
(Increase) decrease in restricted cash	—			—			27.7			4.6			32.3
Shares repurchased	(107.5		)	—			—			—			(107.5		)
Dividends paid to common shareholders	(48.0		)	—			—			—			(48.0		)
Purchase of shares to satisfy employee tax on vested stock	(27.4		)	—			—			—			(27.4		)
Distributions to noncontrolling interest	—			—			(30.4		)	—			(30.4		)
Distributions to controlling interest in partially-owned subsidiaries	—			—			(19.3		)	19.3			—
Change in intercompany financing between entities	36.7			175.5			(182.5		)	(29.7		)	—
Other	—			—			(1.4		)	—			(1.4		)
Net cash provided (required) by financing activities	(134.4		)	173.0			(490.3		)	(5.8		)	(457.5		)

Net increase (decrease) in cash and cash equivalents	(177.2		)	(10.6		)	(26.9		)	4.6			(210.1		)
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	$	650.5		$	0.5		$	62.5		$	(35.7	)	$	677.8