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 Trinity Structural Towers, Inc. (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, 2018, assets held by the Combined Non-Guarantor Subsidiaries included $110.9 million of restricted cash that was not available for distribution to Trinity Industries, Inc. (“Parent”), $4,296.4 million of equipment securing certain non-recourse debt, $67.4 million of equipment securing certain lease obligations held by the Combined Non-Guarantor Subsidiaries, and $304.9 million of assets located in foreign locations. As of December 31, 2017, assets held by the Combined Non-Guarantor Subsidiaries included $143.0 million of restricted cash that was not available for distribution to the Parent, $3,509.1 million of equipment securing certain non-recourse debt, $66.2 million of equipment securing certain lease obligations held by the Combined Non-Guarantor Subsidiaries, and $317.3 million of assets located in foreign locations.



Condensed Consolidating Statement of Operations and Comprehensive Income
Three Months Ended September 30, 2018
	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	526.2	$	550.3	$	(145.6	)	$	930.9
Cost of revenues	5.7			442.3		455.1		(151.1		)	752.0
Selling, engineering, and administrative expenses	40.0			32.4		38.7		—			111.1
Gains on dispositions of property	(0.1		)	7.7		3.5		—			11.1
	45.8			467.0		490.3		(151.1		)	852.0
Operating profit (loss)	(45.8		)	59.2		60.0		5.5			78.9
Other (income) expense	(4.3		)	8.3		35.9		—			39.9
Equity in earnings of subsidiaries, net of taxes	62.8			16.4		—		(79.2		)	—
Income before income taxes	21.3			67.3		24.1		(73.7		)	39.0
Provision (benefit) for income taxes	(6.4		)	9.9		6.9		0.3			10.7
Net income	27.7			57.4		17.2		(74.0		)	28.3
Net income attributable to noncontrolling interest	—			—		—		0.6			0.6
Net income attributable to controlling interest	$	27.7		$	57.4	$	17.2	$	(74.6	)	$	27.7

Net income	$	27.7		$	57.4	$	17.2	$	(74.0	)	$	28.3
Other comprehensive income (loss)	1.4			—		0.7		—			2.1
Comprehensive income	29.1			57.4		17.9		(74.0		)	30.4
Comprehensive income attributable to noncontrolling interest	—			—		—		0.9			0.9
Comprehensive income attributable to controlling interest	$	29.1		$	57.4	$	17.9	$	(74.9	)	$	29.5



Condensed Consolidating Statement of Operations and Comprehensive Income
Nine Months Ended September 30, 2018
	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	1,558.5	$	1,585.4	$	(439.4	)	$	2,704.5
Cost of revenues	6.4			1,292.3		1,260.3		(458.8		)	2,100.2
Selling, engineering, and administrative expenses	119.3			99.8		107.3		—			326.4
Gains on dispositions of property	1.3			17.1		6.7		—			25.1
	124.4			1,375.0		1,360.9		(458.8		)	2,401.5
Operating profit (loss)	(124.4		)	183.5		224.5		19.4			303.0
Other (income) expense	(2.5		)	24.2		99.8		—			121.5
Equity in earnings of subsidiaries, net of taxes	244.3			63.3		—		(307.6		)	—
Income before income taxes	122.4			222.6		124.7		(288.2		)	181.5
Provision (benefit) for income taxes	(9.6		)	37.3		27.7		(9.3		)	46.1
Net income	132.0			185.3		97.0		(278.9		)	135.4
Net income attributable to noncontrolling interest	—			—		—		3.4			3.4
Net income attributable to controlling interest	$	132.0		$	185.3	$	97.0	$	(282.3	)	$	132.0

Net income	$	132.0		$	185.3	$	97.0	$	(278.9	)	$	135.4
Other comprehensive income (loss)	1.8			—		1.7		—			3.5
Comprehensive income	133.8			185.3		98.7		(278.9		)	138.9
Comprehensive income attributable to noncontrolling interest	—			—		—		4.5			4.5
Comprehensive income attributable to controlling interest	$	133.8		$	185.3	$	98.7	$	(283.4	)	$	134.4



Condensed Consolidating Statement of Operations and Comprehensive Income
Three Months Ended September 30, 2017
	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	622.5	$	501.3	$	(150.2	)	$	973.6
Cost of revenues	(0.1		)	493.6		385.7		(156.5		)	722.7
Selling, engineering, and administrative expenses	39.5			35.6		39.5		—			114.6
Gains on dispositions of property	(0.1		)	15.9		0.3		—			16.1
	39.5			513.3		424.9		(156.5		)	821.2
Operating profit (loss)	(39.5		)	109.2		76.4		6.3			152.4
Other (income) expense	5.7			6.1		33.0		—			44.8
Equity in earnings of subsidiaries, net of taxes	111.7			17.5		—		(129.2		)	—
Income before income taxes	66.5			120.6		43.4		(122.9		)	107.6
Provision (benefit) for income taxes	(0.4		)	35.5		6.4		(1.8		)	39.7
Net income	66.9			85.1		37.0		(121.1		)	67.9
Net income attributable to noncontrolling interest	—			—		—		1.0			1.0
Net income attributable to controlling interest	$	66.9		$	85.1	$	37.0	$	(122.1	)	$	66.9

Net income	$	66.9		$	85.1	$	37.0	$	(121.1	)	$	67.9
Other comprehensive income (loss)	1.8			—		0.3		—			2.1
Comprehensive income	68.7			85.1		37.3		(121.1		)	70.0
Comprehensive income attributable to noncontrolling interest	—			—		—		1.5			1.5
Comprehensive income attributable to controlling interest	$	68.7		$	85.1	$	37.3	$	(122.6	)	$	68.5



Condensed Consolidating Statement of Operations and Comprehensive Income
Nine Months Ended September 30, 2017
	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	1,738.6	$	1,438.5	$	(420.7	)	$	2,756.4
Cost of revenues	3.7			1,393.1		1,107.0		(438.6		)	2,065.2
Selling, engineering, and administrative expenses	108.4			100.3		121.4		—			330.1
Gains on dispositions of property	0.5			36.9		4.4		—			41.8
	111.6			1,456.5		1,224.0		(438.6		)	2,353.5
Operating profit (loss)	(111.6		)	282.1		214.5		17.9			402.9
Other (income) expense	16.9			21.3		93.3		—			131.5
Equity in earnings of subsidiaries, net of taxes	274.1			60.6		—		(334.7		)	—
Income before income taxes	145.6			321.4		121.2		(316.8		)	271.4
Provision (benefit) for income taxes	(18.4		)	105.8		26.0		(15.6		)	97.8
Net income	164.0			215.6		95.2		(301.2		)	173.6
Net income attributable to noncontrolling interest	—			—		—		9.6			9.6
Net income attributable to controlling interest	$	164.0		$	215.6	$	95.2	$	(310.8	)	$	164.0

Net income	$	164.0		$	215.6	$	95.2	$	(301.2	)	$	173.6
Other comprehensive income (loss)	4.1			—		2.3		—			6.4
Comprehensive income	168.1			215.6		97.5		(301.2		)	180.0
Comprehensive income attributable to noncontrolling interest	—			—		—		11.6			11.6
Comprehensive income attributable to controlling interest	$	168.1		$	215.6	$	97.5	$	(312.8	)	$	168.4



Condensed Consolidating Balance Sheet
September 30, 2018
	Parent		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Assets:
Cash and cash equivalents	$	333.0	$	70.2	$	51.8	$	(27.6	)	$	427.4
Short-term marketable securities	—		—		—		—			—
Receivables, net of allowance	—		201.1		196.4		(1.3		)	396.2
Income tax receivable	41.4		—		4.9		—			46.3
Inventory	—		459.0		258.3		(10.3		)	707.0
Property, plant, and equipment, net	52.9		2,081.8		4,990.5		(587.2		)	6,538.0
Investments in and advances to subsidiaries	5,806.5		3,373.4		341.3		(9,521.2		)	—
Restricted cash	—		—		110.9		27.6			138.5
Goodwill and other assets	208.9		590.2		356.7		(4.2		)	1,151.6
	$	6,442.7	$	6,775.7	$	6,310.8	$	(10,124.2	)	$	9,405.0
Liabilities:
Accounts payable	$	15.0	$	93.6	$	112.2	$	(1.3	)	$	219.5
Accrued liabilities	216.7		55.7		138.6		—			411.0
Debt	397.3		26.5		2,851.9		—			3,275.7
Deferred income	—		17.2		1.2		—			18.4
Deferred income taxes	—		738.9		34.7		(17.7		)	755.9
Advances from subsidiaries	1,104.5		—		—		(1,104.5		)	—
Other liabilities	69.8		0.6		14.7		—			85.1
Total stockholders' equity	4,639.4		5,843.2		3,157.5		(9,000.7		)	4,639.4
	$	6,442.7	$	6,775.7	$	6,310.8	$	(10,124.2	)	$	9,405.0



Condensed Consolidating Balance Sheet
December 31, 2017
	Parent		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Assets:
Cash and cash equivalents	$	763.9	$	1.6	$	65.3	$	(52.2	)	$	778.6
Short-term marketable securities	319.5		—		—		—			319.5
Receivables, net of allowance	1.1		204.2		164.4		—			369.7
Income tax receivable	24.0		—		5.0		—			29.0
Inventory	—		413.6		236.8		(9.8		)	640.6
Property, plant, and equipment, net	47.6		2,310.7		4,293.0		(516.6		)	6,134.7
Investments in and advances to subsidiaries	5,515.2		3,049.7		255.5		(8,820.4		)	—
Restricted cash	—		—		143.0		52.2			195.2
Goodwill and other assets	159.2		590.9		326.3		(0.5		)	1,075.9
	$	6,830.5	$	6,570.7	$	5,489.3	$	(9,347.3	)	$	9,543.2
Liabilities:
Accounts payable	$	7.5	$	65.9	$	102.2	$	(0.2	)	$	175.4
Accrued liabilities	236.5		59.1		144.9		(0.5		)	440.0
Debt	838.1		28.3		2,376.0		—			3,242.4
Deferred income	—		19.1		1.4		—			20.5
Deferred income taxes	53.8		683.2		5.9		0.3			743.2
Advances from subsidiaries	775.2		—		—		(775.2		)	—
Other liabilities	61.4		0.7		1.6		—			63.7
Total stockholders' equity	4,858.0		5,714.4		2,857.3		(8,571.7		)	4,858.0
	$	6,830.5	$	6,570.7	$	5,489.3	$	(9,347.3	)	$	9,543.2



Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2018
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Operating activities:
Net income	$	132.0		$	185.3		$	97.0		$	(278.9	)	$	135.4
Equity in earnings of subsidiaries, net of taxes	(244.3		)	(63.3		)	—			307.6			—
Other	(24.1		)	88.1			151.7			(31.2		)	184.5
Net cash provided (required) by operating activities	(136.4		)	210.1			248.7			(2.5		)	319.9

Investing activities:
(Increase) decrease in short-term marketable securities	319.5			—			—			—			319.5
Proceeds from railcar lease fleet sales owned more than one year	—			707.8			63.3			(647.7		)	123.4
Proceeds from dispositions of property and other assets	0.2			2.5			9.1			—			11.8
Capital expenditures – leasing	—			(611.9		)	(711.6		)	647.7			(675.8		)
Capital expenditures – manufacturing and other	(11.6		)	(14.7		)	(36.7		)	—			(63.0		)
Acquisitions, net of cash acquired	—			—			(25.0		)	—			(25.0		)
(Increase) decrease in investment in partially-owned subsidiaries	—			7.1			—			(7.1		)	—
Other	—			(1.9		)	—			—			(1.9		)
Net cash provided (required) by investing activities	308.1			88.9			(700.9		)	(7.1		)	(311.0		)

Financing activities:
Payments to retire debt	(647.6		)	(1.8		)	(89.6		)	—			(739.0		)
Proceeds from issuance of debt	—			—			561.3			—			561.3
Shares repurchased	(156.1		)	—			—			—			(156.1		)
Dividends paid to common shareholders	(58.1		)	—			—			—			(58.1		)
Purchase of shares to satisfy employee tax on vested stock	(11.5		)	—			—			—			(11.5		)
Distributions to noncontrolling interest	—			—			(10.3		)	—			(10.3		)
Distributions to controlling interest in partially-owned subsidiaries	—			—			7.1			(7.1		)	—
Change in intercompany financing between entities	270.7			(228.6		)	(58.8		)	16.7			—
Other	—			—			(3.1		)	—			(3.1		)
Net cash provided (required) by financing activities	(602.6		)	(230.4		)	406.6			9.6			(416.8		)

Net increase (decrease) in cash, cash equivalents, and restricted cash	(430.9		)	68.6			(45.6		)	—			(407.9		)
Cash, cash equivalents, and restricted cash at beginning of period	763.9			1.6			208.3			—			973.8
Cash, cash equivalents, and restricted cash at end of period	$	333.0		$	70.2		$	162.7		$	—		$	565.9



Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2017
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Operating activities:
Net income	$	164.0		$	215.6		$	95.2		$	(301.2	)	$	173.6
Equity in earnings of subsidiaries, net of taxes	(274.1		)	(60.6		)	—			334.7			—
Other	28.5			134.9			165.7			(14.5		)	314.6
Net cash provided (required) by operating activities	(81.6		)	289.9			260.9			19.0			488.2

Investing activities:
(Increase) decrease in short-term marketable securities	84.7			—			—			—			84.7
Proceeds from railcar lease fleet sales owned more than one year	—			515.8			8.4			(363.9		)	160.3
Proceeds from dispositions of property and other assets	—			1.2			6.9			—			8.1
Capital expenditures – leasing	—			(349.2		)	(375.1		)	363.9			(360.4		)
Capital expenditures – manufacturing and other	(5.9		)	(12.3		)	(43.7		)	—			(61.9		)
Acquisitions, net of cash acquired	—			—			(47.5		)	—			(47.5		)
(Increase) decrease in investment in partially-owned subsidiaries	—			30.0			—			(30.0		)	—
Other	—			—			(0.3		)	—			(0.3		)
Net cash provided (required) by investing activities	78.8			185.5			(451.3		)	(30.0		)	(217.0		)

Financing activities:
Payments to retire debt	—			(2.7		)	(332.2		)	—			(334.9		)
Proceeds from issuance of debt	—			—			534.1			—			534.1
Shares repurchased	(52.4		)	—			—			—			(52.4		)
Dividends paid to common shareholders	(53.0		)	—			—			—			(53.0		)
Purchase of shares to satisfy employee tax on vested stock	(14.1		)	—			—			—			(14.1		)
Distributions to noncontrolling interest	—			—			(41.4		)	—			(41.4		)
Distributions to controlling interest in partially-owned subsidiaries	—			—			(30.0		)	30.0			—
Change in intercompany financing between entities	437.4			(471.8		)	53.5			(19.1		)	—
Other	—			—			(0.1		)	—			(0.1		)
Net cash provided (required) by financing activities	317.9			(474.5		)	183.9			10.9			38.2

Net increase (decrease) in cash, cash equivalents, and restricted cash	315.1			0.9			(6.5		)	(0.1		)	309.4
Cash, cash equivalents, and restricted cash at beginning of period	537.9			5.2			198.4			0.1			741.6
Cash, cash equivalents, and restricted cash at end of period	$	853.0		$	6.1		$	191.9		$	—		$	1,051.0