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.; Trinity Meyer Utility Structures LLC. and, effective April 20, 2017, Trinity Structural Towers, Inc. (collectively, the "Combined Guarantor Subsidiaries”). Amounts previously reported have been restated to include Trinity Structural Towers, Inc. as a Guarantor Subsidiary. 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 June 30, 2017, assets held by the Combined Non-Guarantor Subsidiaries included $165.6 million of restricted cash that was not available for distribution to Trinity Industries, Inc. (“Parent”), $3,599.9 million of equipment securing certain non-recourse debt, $67.5 million of equipment securing certain lease obligations held by the Combined Non-Guarantor Subsidiaries, and $332.8 million of assets located in foreign locations. 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 the 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.



Statement of Operations and Comprehensive Income
Three Months Ended June 30, 2017
	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	564.7	$	473.4	$	(132.6	)	$	905.5
Cost of revenues	1.4			455.6		364.4		(139.5		)	681.9
Selling, engineering, and administrative expenses	35.9			33.9		43.0		—			112.8
Gains/(losses) on dispositions of property	0.1			20.9		3.4		—			24.4
	37.2			468.6		404.0		(139.5		)	770.3
Operating profit (loss)	(37.2		)	96.1		69.4		6.9			135.2
Other (income) expense	5.1			8.8		30.0		—			43.9
Equity in earnings of subsidiaries, net of taxes	103.1			26.1		—		(129.2		)	—
Income before income taxes	60.8			113.4		39.4		(122.3		)	91.3
Provision (benefit) for income taxes	9.7			31.5		9.8		(13.7		)	37.3
Net income	51.1			81.9		29.6		(108.6		)	54.0
Net income attributable to noncontrolling interest	—			—		—		2.9			2.9
Net income attributable to controlling interest	$	51.1		$	81.9	$	29.6	$	(111.5	)	$	51.1

Net income	$	51.1		$	81.9	$	29.6	$	(108.6	)	$	54.0
Other comprehensive income (loss)	1.2			—		1.0		—			2.2
Comprehensive income	52.3			81.9		30.6		(108.6		)	56.2
Comprehensive income attributable to noncontrolling interest	—			—		—		3.6			3.6
Comprehensive income attributable to controlling interest	$	52.3		$	81.9	$	30.6	$	(112.2	)	$	52.6



Statement of Operations and Comprehensive Income
Six Months Ended June 30, 2017
	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	1,116.2	$	937.2	$	(270.6	)	$	1,782.8
Cost of revenues	3.8			899.0		721.0		(282.2		)	1,341.6
Selling, engineering, and administrative expenses	68.7			64.7		81.7		—			215.1
Gains/(losses) on dispositions of property	0.6			21.0		4.1		—			25.7
	71.9			942.7		798.6		(282.2		)	1,531.0
Operating profit (loss)	(71.9		)	173.5		138.6		11.6			251.8
Other (income) expense	11.4			15.7		60.9		—			88.0
Equity in earnings of subsidiaries, net of taxes	162.3			43.2		—		(205.5		)	—
Income before income taxes	79.0			201.0		77.7		(193.9		)	163.8
Provision (benefit) for income taxes	(18.1		)	70.5		19.5		(13.8		)	58.1
Net income	97.1			130.5		58.2		(180.1		)	105.7
Net income attributable to noncontrolling interest	—			—		—		8.6			8.6
Net income attributable to controlling interest	$	97.1		$	130.5	$	58.2	$	(188.7	)	$	97.1

Net income	$	97.1		$	130.5	$	58.2	$	(180.1	)	$	105.7
Other comprehensive income (loss)	2.2			—		2.1		—			4.3
Comprehensive income	99.3			130.5		60.3		(180.1		)	110.0
Comprehensive income attributable to noncontrolling interest	—			—		—		10.1			10.1
Comprehensive income attributable to controlling interest	$	99.3		$	130.5	$	60.3	$	(190.2	)	$	99.9



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	$	—		$	838.0	$	539.6	$	(192.7	)	$	1,184.9
Cost of revenues	(1.3		)	668.9		427.5		(197.4		)	897.7
Selling, engineering, and administrative expenses	33.2			35.6		37.9		—			106.7
Gains/(losses) on dispositions of property	(0.7		)	10.5		1.3		—			11.1
	32.6			694.0		464.1		(197.4		)	993.3
Operating profit (loss)	(32.6		)	144.0		75.5		4.7			191.6
Other (income) expense	(1.2		)	9.3		31.3		—			39.4
Equity in earnings of subsidiaries, net of taxes	105.9			16.0		—		(121.9		)	—
Income before income taxes	74.5			150.7		44.2		(117.2		)	152.2
Provision (benefit) for income taxes	(20.1		)	60.1		11.7		1.7			53.4
Net income	94.6			90.6		32.5		(118.9		)	98.8
Net income attributable to noncontrolling interest	—			—		—		4.2			4.2
Net income attributable to controlling interest	$	94.6		$	90.6	$	32.5	$	(123.1	)	$	94.6

Net income	$	94.6		$	90.6	$	32.5	$	(118.9	)	$	98.8
Other comprehensive income (loss)	0.9			—		1.1		—			2.0
Comprehensive income	95.5			90.6		33.6		(118.9		)	100.8
Comprehensive income attributable to noncontrolling interest	—			—		—		4.9			4.9
Comprehensive income attributable to controlling interest	$	95.5		$	90.6	$	33.6	$	(123.8	)	$	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	$	—		$	1,714.0	$	1,067.4	$	(408.6	)	$	2,372.8
Cost of revenues	(3.6		)	1,375.3		834.1		(418.2		)	1,787.6
Selling, engineering, and administrative expenses	56.8			69.9		76.5		—			203.2
Gains/(losses) on dispositions of property	(0.9		)	10.3		3.6		—			13.0
	54.1			1,434.9		907.0		(418.2		)	1,977.8
Operating profit (loss)	(54.1		)	279.1		160.4		9.6			395.0
Other (income) expense	(0.1		)	18.3		65.1		—			83.3
Equity in earnings of subsidiaries, net of taxes	227.8			42.6		—		(270.4		)	—
Income before income taxes	173.8			303.4		95.3		(260.8		)	311.7
Provision (benefit) for income taxes	(18.0		)	105.0		20.4		3.4			110.8
Net income	191.8			198.4		74.9		(264.2		)	200.9
Net income attributable to noncontrolling interest	—			—		—		9.1			9.1
Net income attributable to controlling interest	$	191.8		$	198.4	$	74.9	$	(273.3	)	$	191.8

Net income	$	191.8		$	198.4	$	74.9	$	(264.2	)	$	200.9
Other comprehensive income (loss)	3.0			—		1.9		—			4.9
Comprehensive income	194.8			198.4		76.8		(264.2		)	205.8
Comprehensive income attributable to noncontrolling interest	—			—		—		10.3			10.3
Comprehensive income attributable to controlling interest	$	194.8		$	198.4	$	76.8	$	(274.5	)	$	195.5



Balance Sheet
June 30, 2017
	Parent		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Assets:
Cash and cash equivalents	$	784.0	$	6.1	$	47.3	$	(28.7	)	$	808.7
Short-term marketable securities	179.6		—		—		—			179.6
Receivables, net of allowance	0.4		176.3		174.7		—			351.4
Income tax receivable	180.5		—		2.2		—			182.7
Inventory	—		405.1		232.8		(10.6		)	627.3
Property, plant, and equipment, net	49.4		2,212.5		4,333.3		(522.0		)	6,073.2
Investments in and advances to subsidiaries	5,032.6		2,963.7		363.2		(8,359.5		)	—
Restricted cash	—		0.5		165.6		28.7			194.8
Goodwill and other assets	145.6		587.1		307.4		(5.7		)	1,034.4
	$	6,372.1	$	6,351.3	$	5,626.5	$	(8,897.8	)	$	9,452.1
Liabilities:
Accounts payable	$	7.4	$	57.2	$	102.9	$	(0.4	)	$	167.1
Accrued liabilities	219.7		61.9		136.5		(5.7		)	412.4
Debt	828.2		30.2		2,411.6		—			3,270.0
Deferred income	—		20.5		1.5		—			22.0
Deferred income taxes	117.0		1,078.6		14.8		0.3			1,210.7
Advances from subsidiaries	833.9		—		—		(833.9		)	—
Other liabilities	50.4		1.9		2.1		—			54.4
Total stockholders' equity	4,315.5		5,101.0		2,957.1		(8,058.1		)	4,315.5
	$	6,372.1	$	6,351.3	$	5,626.5	$	(8,897.8	)	$	9,452.1



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		219.2		158.4		—			378.7
Income tax receivable	99.9		—		2.2		—			102.1
Inventory	—		444.2		231.5		(9.9		)	665.8
Property, plant, and equipment, net	48.8		2,347.4		4,029.8		(459.2		)	5,966.8
Investments in and advances to subsidiaries	4,862.4		2,565.0		334.6		(7,762.0		)	—
Restricted cash	—		—		147.1		31.1			178.2
Goodwill and other assets	150.8		585.1		301.0		(1.3		)	1,035.6
	$	5,935.6	$	6,166.1	$	5,255.9	$	(8,232.3	)	$	9,125.3
Liabilities:
Accounts payable	$	5.7	$	54.8	$	96.1	$	(0.5	)	$	156.1
Accrued liabilities	200.0		87.7		139.7		(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		984.7		9.3		0.3			1,072.9
Advances from subsidiaries	458.2		—		—		(458.2		)	—
Other liabilities	63.3		13.5		2.2		—			79.0
Total stockholders' equity	4,311.1		4,971.5		2,801.1		(7,772.6		)	4,311.1
	$	5,935.6	$	6,166.1	$	5,255.9	$	(8,232.3	)	$	9,125.3



Statement of Cash Flows
Six Months Ended June 30, 2017
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Operating activities:
Net income	$	97.1		$	130.5		$	58.2		$	(180.1	)	$	105.7
Equity in earnings of subsidiaries, net of taxes	(162.3		)	(43.2		)	—			205.5			—
Other	(11.4		)	161.9			88.5			(8.6		)	230.4
Net cash provided (required) by operating activities	(76.6		)	249.2			146.7			16.8			336.1

Investing activities:
(Increase) decrease in short-term marketable securities	55.1			—			—			—			55.1
Proceeds from railcar lease fleet sales owned more than one year	—			446.2			9.6			(363.4		)	92.4
Proceeds from dispositions of property and other assets	—			1.0			5.0			—			6.0
Capital expenditures – leasing	—			(268.2		)	(366.8		)	363.4			(271.6		)
Capital expenditures – manufacturing and other	(5.0		)	(7.9		)	(30.5		)	—			(43.4		)
Acquisitions, net of cash acquired	—			—			(5.3		)	—			(5.3		)
(Increase) decrease in investment in partially-owned subsidiaries	—			11.2			—			(11.2		)	—
Other	—			—			(2.1		)	—			(2.1		)
Net cash provided (required) by investing activities	50.1			182.3			(390.1		)	(11.2		)	(168.9		)

Financing activities:
Excess tax benefits from stock-based compensation	—			—			—			—			—
Payments to retire debt	—			(1.8		)	(96.5		)	—			(98.3		)
Proceeds from issuance of debt	—			—			299.4			—			299.4
(Increase) decrease in restricted cash	—			(0.5		)	(18.5		)	2.4			(16.6		)
Shares repurchased	(41.9		)	—			—			—			(41.9		)
Dividends paid to common shareholders	(33.5		)	—			—			—			(33.5		)
Purchase of shares to satisfy employee tax on vested stock	(14.0		)	—			—			—			(14.0		)
Distributions to noncontrolling interest	—			—			(16.9		)	—			(16.9		)
Distributions to controlling interest in partially-owned subsidiaries	—			—			(11.2		)	11.2			—
Change in intercompany financing between entities	362.0			(428.3		)	83.2			(16.9		)	—
Other	—			—			(0.1		)	—			(0.1		)
Net cash provided (required) by financing activities	272.6			(430.6		)	239.4			(3.3		)	78.1

Net increase (decrease) in cash and cash equivalents	246.1			0.9			(4.0		)	2.3			245.3
Cash and cash equivalents at beginning of period	537.9			5.2			51.3			(31.0		)	563.4
Cash and cash equivalents at end of period	$	784.0		$	6.1		$	47.3		$	(28.7	)	$	808.7



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		$	198.4		$	74.9		$	(264.2	)	$	200.9
Equity in earnings of subsidiaries, net of taxes	(227.8		)	(42.6		)	—			270.4			—
Other	48.8			203.7			45.8			(12.8		)	285.5
Net cash provided (required) by operating activities	12.8			359.5			120.7			(6.6		)	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		)	(8.1		)	(63.2		)	—			(79.8		)
Acquisitions, net of cash acquired	—			—			—			—			—
(Increase) decrease in investment in partially-owned subsidiaries	—			6.7			—			(6.7		)	—
Other	—			1.5			0.8			—			2.3
Net cash provided (required) by investing activities	(123.6		)	(316.1		)	(50.4		)	(6.7		)	(496.8		)

Financing activities:
Excess tax benefits from stock-based compensation	0.6			—			—			—			0.6
Payments to retire debt	—			(1.6		)	(76.0		)	—			(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	18.7			(39.2		)	13.9			6.6			—
Other	—			—			(2.0		)	—			(2.0		)
Net cash provided (required) by financing activities	(64.9		)	(43.8		)	(75.4		)	22.5			(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