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 December 31, 2016, assets held by the Combined Non-Guarantor Subsidiaries included $147.1 million of restricted cash that was not available for distribution to Trinity Industries, Inc. (“Parent”), $3,300.9 million of equipment securing certain non-recourse debt, $68.0 million of equipment securing certain lease obligations held by the Combined Non-Guarantor Subsidiaries, and $349.4 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
Year Ended December 31, 2016
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	2,880.8		$	2,475.3	$	(767.8	)	$	4,588.3
Cost of revenues	(1.3		)	2,331.5			1,921.7		(795.8		)	3,456.1
Selling, engineering, and administrative expenses	125.3			121.8			160.3		—			407.4
Gains on dispositions on property	(0.5		)	11.1			6.8		—			17.4
	124.5			2,442.2			2,075.2		(795.8		)	3,846.1
Operating profit (loss)	(124.5		)	438.6			400.1		28.0			742.2
Other (income) expense	(128.8		)	67.4			236.8		—			175.4
Equity in earnings of subsidiaries, net of taxes	387.5			91.8			—		(479.3		)	—
Income before income taxes	391.8			463.0			163.3		(451.3		)	566.8
Provision (benefit) for income taxes	48.2			154.3			56.8		(57.2		)	202.1
Net income	343.6			308.7			106.5		(394.1		)	364.7
Net income attributable to noncontrolling interest	—			—			—		21.1			21.1
Net income attributable to controlling interest	$	343.6		$	308.7		$	106.5	$	(415.2	)	$	343.6

Net income	$	343.6		$	308.7		$	106.5	$	(394.1	)	$	364.7
Other comprehensive income (loss)	0.6			(0.4		)	4.8		—			5.0
Comprehensive income	344.2			308.3			111.3		(394.1		)	369.7
Comprehensive income attributable to noncontrolling interest	—			—			—		24.2			24.2
Comprehensive income attributable to controlling interest	$	344.2		$	308.3		$	111.3	$	(418.3	)	$	345.5



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 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	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 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	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



Balance Sheet
December 31, 2016
	Parent		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Assets:
Cash and cash equivalents	$	537.9	$	5.2	$	51.3	$	(31.0	)	$	563.4
Short-term marketable securities	234.7		—		—		—			234.7
Receivables, net of allowance	1.1		201.1		176.5		—			378.7
Income tax receivable	99.9		—		2.2		—			102.1
Inventory	—		409.2		266.5		(9.9		)	665.8
Property, plant, and equipment, net	48.8		2,329.6		4,047.6		(459.2		)	5,966.8
Investments in and advances to subsidiaries	4,862.4		2,441.1		470.0		(7,773.5		)	—
Restricted cash	—		—		147.1		31.1			178.2
Goodwill and other assets	150.8		584.9		301.2		(1.3		)	1,035.6
	$	5,935.6	$	5,971.1	$	5,462.4	$	(8,243.8	)	$	9,125.3
Liabilities:
Accounts payable	$	5.7	$	45.2	$	105.7	$	(0.5	)	$	156.1
Accrued liabilities	200.0		84.2		143.2		(1.3		)	426.1
Debt	818.7		32.0		2,205.9		—			3,056.6
Deferred income	—		21.9		1.6		—			23.5
Deferred income taxes	78.6		984.9		9.1		0.3			1,072.9
Advances from subsidiaries	458.2		11.5		—		(469.7		)	—
Other liabilities	63.3		13.5		2.2		—			79.0
Total stockholders' equity	4,311.1		4,777.9		2,994.7		(7,772.6		)	4,311.1
	$	5,935.6	$	5,971.1	$	5,462.4	$	(8,243.8	)	$	9,125.3



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
Year Ended December 31, 2016
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Operating activities:
Net income	$	343.6		$	308.7		$	106.5		$	(394.1	)	$	364.7
Equity in earnings of subsidiaries, net of taxes	(387.5		)	(91.8		)	—			479.3			—
Other	64.5			482.1			212.3			(33.4		)	725.5
Net cash provided (required) by operating activities - continuing	20.6			699.0			318.8			51.8			1,090.2
Net cash provided by operating activities - discontinued	—			—			—			—			—
Net cash provided (required) by operating activities	20.6			699.0			318.8			51.8			1,090.2
Investing activities:
(Increase) decrease in short-term marketable securities	(149.8		)	—			—			—			(149.8		)
Proceeds from railcar lease fleet sales owned more than one year	—			27.3			10.4			—			37.7
Proceeds from disposition of property and other assets	—			4.1			11.9			—			16.0
Capital expenditures – leasing	—			(798.7		)	(0.4		)	—			(799.1		)
Capital expenditures – manufacturing and other	(18.0		)	(8.6		)	(107.7		)	—			(134.3		)
Acquisitions, net of cash acquired	—			—			—			—			—
(Increase) decrease in investment in partially-owned subsidiaries	—			17.1			—			(17.1		)	—
Divestitures	—			—			—			—			—
Other	—			0.8			6.0			—			6.8
Net cash provided (required) by investing activities - continuing	(167.8		)	(758.0		)	(79.8		)	(17.1		)	(1,022.7		)
Net cash provided by investing activities - discontinued	—			—			—			—			—
Net cash provided (required) by investing activities	(167.8		)	(758.0		)	(79.8		)	(17.1		)	(1,022.7		)
Financing activities:
Proceeds from issuance of common stock, net	—			—			—			—			—
Excess tax benefits from stock-based compensation	1.0			—			—			—			1.0
Payments to retire debt	—			(3.6		)	(158.9		)	—			(162.5		)
Proceeds from issuance of debt	—			—			—			—			—
(Increase) decrease in restricted cash	—			0.2			13.4			4.0			17.6
Shares repurchased	(34.7		)	—			—			—			(34.7		)
Dividends paid to common shareholders	(66.7		)	—			—			—			(66.7		)
Purchase of shares to satisfy employee tax on vested stock	(16.3		)	—			—			—			(16.3		)
Contributions from noncontrolling interest	—			—			—			—			—
Contributions from controlling interest in partially-owned leasing subsidiaries	—			—			—			—			—
Distributions to noncontrolling interest	—			—			(26.4		)	—			(26.4		)
Distributions to controlling interest in partially-owned leasing subsidiaries	—			—			(17.1		)	17.1			—
Change in intercompany financing between entities	33.5			65.9			(47.7		)	(51.7		)	—
Other	—			—			(2.1		)	—			(2.1		)
Net cash provided (required) by financing activities - continuing	(83.2		)	62.5			(238.8		)	(30.6		)	(290.1		)
Net cash provided (required) by financing activities - discontinued	—			—			—			—			—
Net cash provided (required) by financing activities	(83.2		)	62.5			(238.8		)	(30.6		)	(290.1		)
Net increase (decrease) in cash and cash equivalents	(230.4		)	3.5			0.2			4.1			(222.6		)
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	$	537.9		$	5.2		$	51.3		$	(31.0	)	$	563.4



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 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		)
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 provided (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		)
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 provided (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