Financial Statements for Guarantors of the Senior Notes

Our Senior Notes are fully and unconditionally and jointly and severally guaranteed by certain of Trinity’s 100%-owned subsidiaries: Trinity Industries Leasing Company; Trinity North American Freight Car, Inc.; Trinity Rail Group, LLC; Trinity Tank Car, Inc.; and Trinity Highway Products, 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 our revolving credit facility. See Note 11. The Senior Notes are not guaranteed by any of our remaining 100%-owned subsidiaries or partially-owned subsidiaries (“Combined Non-Guarantor Subsidiaries”).

As discussed in Note 11, on November 1, 2018, we amended our Credit Agreement and the Supplemental Indenture governing our Senior Notes to release Trinity Marine Products, Inc., Trinity Meyer Utility Structures LLC and Trinity Structural Towers, Inc. from their obligations as guarantors for the Credit Agreement and the Senior Notes effective upon completion of the Arcosa spin-off as these businesses were transferred to Arcosa in connection with the spin-off. Additionally, upon completion of the Arcosa spin-off, the accounting requirements for reporting Arcosa as a discontinued operation were met. Accordingly, we have recast the financial information included in the tables below for all periods presented to: 1) reflect the historical balances and operating results of Arcosa as discontinued operations, 2) reclassify the historical balances and operating results of Trinity Marine Products, Inc., Trinity Meyer Utility Structures LLC and Trinity Structural Towers, Inc., who were formerly guarantor subsidiaries and whose results were previously reflected in the guarantor column, to the non-guarantor column, and 3) include Trinity Highway Products, LLC in the guarantor column.

As of December 31, 2018, assets held by the Combined Non-Guarantor Subsidiaries included $132.9 million of restricted cash that was not available for distribution to Trinity Industries, Inc. (“Parent”), $5,316.2 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 $116.0 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 $119.6 million of assets located in foreign locations.



Statement of Operations and Comprehensive Income
Year Ended December 31, 2018
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	1,631.7		$	1,291.7		$	(414.3	)	$	2,509.1
Cost of revenues	2.0			1,395.6			988.4			(447.2		)	1,938.8
Selling, engineering, and administrative expenses	141.7			107.2			47.7			—			296.6
Gains on dispositions on property	1.0			15.7			24.7			—			41.4
	142.7			1,487.1			1,011.4			(447.2		)	2,194.0
Operating profit (loss)	(142.7		)	144.6			280.3			32.9			315.1
Other (income) expense	(16.9		)	38.1			142.3			—			163.5
Equity in earnings of subsidiaries, net of taxes	300.0			107.5			—			(407.5		)	—
Income (loss) before income taxes	174.2			214.0			138.0			(374.6		)	151.6
Provision (benefit) for income taxes	(1.1		)	44.2			15.5			(16.0		)	42.6
Income (loss) from continuing operations	175.3			169.8			122.5			(358.6		)	109.0
Income (loss) from discontinued operations, net of income taxes	(16.0		)	—			70.1			—			54.1
Net income (loss)	159.3			169.8			192.6			(358.6		)	163.1
Net income attributable to noncontrolling interest	—			—			—			3.8			3.8
Net income (loss) attributable to controlling interest	$	159.3		$	169.8		$	192.6		$	(362.4	)	$	159.3

Net income (loss)	$	159.3		$	169.8		$	192.6		$	(358.6	)	$	163.1
Other comprehensive loss	(5.8		)	(0.4		)	(7.0		)	—			(13.2		)
Comprehensive income	153.5			169.4			185.6			(358.6		)	149.9
Comprehensive income attributable to noncontrolling interest	—			—			—			5.2			5.2
Comprehensive income attributable to controlling interest	$	153.5		$	169.4		$	185.6		$	(363.8	)	$	144.7



Statement of Operations and Comprehensive Income
Year Ended December 31, 2017
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	1,649.6		$	1,096.6	$	(348.8	)	$	2,397.4
Cost of revenues	3.0			1,314.6			831.2		(373.6		)	1,775.2
Selling, engineering, and administrative expenses	166.9			124.3			48.1		—			339.3
Gains on dispositions on property	1.1			71.0			13.3		—			85.4
	168.8			1,367.9			866.0		(373.6		)	2,029.1
Operating profit (loss)	(168.8		)	281.7			230.6		24.8			368.3
Other (income) expense	(158.6		)	122.4			209.1		—			172.9
Equity in earnings of subsidiaries, net of taxes	617.1			59.3			—		(676.4		)	—
Income (loss) before income taxes	606.9			218.6			21.5		(651.6		)	195.4
Provision (benefit) for income taxes	(86.9		)	(310.2		)	5.8		(23.5		)	(414.8		)
Income (loss) from continuing operations	693.8			528.8			15.7		(628.1		)	610.2
Income from discontinued operations, net of income taxes	8.7			—			94.7		—			103.4
Net income (loss)	702.5			528.8			110.4		(628.1		)	713.6
Net income attributable to noncontrolling interest	—			—			—		11.1			11.1
Net income (loss) attributable to controlling interest	$	702.5		$	528.8		$	110.4	$	(639.2	)	$	702.5

Net income	$	702.5		$	528.8		$	110.4	$	(628.1	)	$	713.6
Other comprehensive income (loss)	8.3			0.2			2.8		—			11.3
Comprehensive income	710.8			529.0			113.2		(628.1		)	724.9
Comprehensive income attributable to noncontrolling interest	—			—			—		13.7			13.7
Comprehensive income attributable to controlling interest	$	710.8		$	529.0		$	113.2	$	(641.8	)	$	711.2



Statement of Operations and Comprehensive Income
Year Ended December 31, 2016
	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	2,386.1	$	1,152.6	$	(448.9	)	$	3,089.8
Cost of revenues	(1.4		)	1,893.8		890.7		(471.1		)	2,312.0
Selling, engineering, and administrative expenses	147.6			117.5		48.8		—			313.9
Gains on dispositions on property	—			11.1		3.9		—			15.0
	146.2			2,000.2		935.6		(471.1		)	2,610.9
Operating profit (loss)	(146.2		)	385.9		217.0		22.2			478.9
Other (income) expense	(128.8		)	109.0		188.7		—			168.9
Equity in earnings of subsidiaries, net of taxes	353.7			45.8		—		(399.5		)	—
Income (loss) before income taxes	336.3			322.7		28.3		(377.3		)	310.0
Provision (benefit) for income taxes	16.0			143.5		7.1		(59.8		)	106.8
Income (loss) from continuing operations	320.3			179.2		21.2		(317.5		)	203.2
Income from discontinued operations, net of income taxes	23.3			—		138.2		—			161.5
Net income (loss)	343.6			179.2		159.4		(317.5		)	364.7
Net income attributable to noncontrolling interest	—			—		—		21.1			21.1
Net income (loss) attributable to controlling interest	$	343.6		$	179.2	$	159.4	$	(338.6	)	$	343.6

Net income (loss)	$	343.6		$	179.2	$	159.4	$	(317.5	)	$	364.7
Other comprehensive income	0.6			0.1		4.3		—			5.0
Comprehensive income (loss)	344.2			179.3		163.7		(317.5		)	369.7
Comprehensive income attributable to noncontrolling interest	—			—		—		24.2			24.2
Comprehensive income (loss) attributable to controlling interest	$	344.2		$	179.3	$	163.7	$	(341.7	)	$	345.5



Balance Sheet
December 31, 2018
	Parent		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Assets:
Cash and cash equivalents	$	154.7	$	4.1	$	59.1	$	(38.7	)	$	179.2
Short-term marketable securities	—		—		—		—			—
Receivables, net of allowance	12.5		144.9		119.2		—			276.6
Income tax receivable	40.4		—		—		—			40.4
Inventory	—		448.0		77.9		(1.2		)	524.7
Property, plant, and equipment, net	42.0		1,371.9		5,644.1		(723.6		)	6,334.4
Investments in and advances to subsidiaries	4,557.8		3,091.7		551.1		(8,200.6		)	—
Restricted cash	—		—		132.9		38.7			171.6
Goodwill and other assets	205.1		186.9		118.0		(47.7		)	462.3
	$	5,012.5	$	5,247.5	$	6,702.3	$	(8,973.1	)	$	7,989.2
Liabilities:
Accounts payable	$	8.6	$	122.1	$	81.8	$	(0.4	)	$	212.1
Accrued liabilities	184.3		51.5		132.6		(0.1		)	368.3
Debt	397.4		—		3,631.8		—			4,029.2
Deferred income	—		16.5		1.2		—			17.7
Deferred income taxes	—		790.5		—		(47.4		)	743.1
Advances from subsidiaries	1,803.4		—		—		(1,803.4		)	—
Other liabilities	56.8		—		—		—			56.8
Total stockholders' equity	2,562.0		4,266.9		2,854.9		(7,121.8		)	2,562.0
	$	5,012.5	$	5,247.5	$	6,702.3	$	(8,973.1	)	$	7,989.2



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		134.5		68.8		—			204.4
Income tax receivable	24.0		—		—		—			24.0
Inventory	—		341.2		62.2		(0.6		)	402.8
Property, plant, and equipment, net	47.6		2,161.1		3,865.8		(516.7		)	5,557.8
Investments in and advances to subsidiaries	5,845.4		1,807.3		528.6		(8,181.3		)	—
Restricted cash	—		—		143.0		52.2			195.2
Goodwill and other assets	130.7		189.8		88.6		(2.4		)	406.7
Assets of discontinued operations	—		—		1,654.2		—			1,654.2
	$	7,132.2	$	4,635.5	$	6,476.5	$	(8,701.0	)	$	9,543.2
Liabilities:
Accounts payable	$	7.2	$	48.3	$	64.1	$	(0.1	)	$	119.5
Accrued liabilities	182.4		47.4		92.7		(0.6		)	321.9
Debt	838.1		28.3		2,375.5		—			3,241.9
Deferred income	—		19.2		1.4		(0.1		)	20.5
Deferred income taxes	54.6		675.2		—		(1.5		)	728.3
Advances from subsidiaries	1,137.4		—		—		(1,137.4		)	—
Liabilities of discontinued operations	—		—		198.4		—			198.4
Other liabilities	54.5		—		0.2		—			54.7
Total stockholders' equity	4,858.0		3,817.1		3,744.2		(7,561.3		)	4,858.0
	$	7,132.2	$	4,635.5	$	6,476.5	$	(8,701.0	)	$	9,543.2



Statement of Cash Flows
Year Ended December 31, 2018
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Operating activities:
Net income	$	159.3		$	169.8		$	192.6		$	(358.6	)	$	163.1
(Income) loss from discontinued operations	16.0			—			(70.1		)	—			(54.1		)
Equity in earnings of subsidiaries, net of taxes	(300.0		)	(107.5		)	—			407.5			—
Other	(57.8		)	115.2			121.8			(14.0		)	165.2
Net cash provided (required) by operating activities - continuing	(182.5		)	177.5			244.3			34.9			274.2
Net cash provided by operating activities - discontinued	(16.0		)	—			120.9			—			104.9
Net cash provided (required) by operating activities	(198.5		)	177.5			365.2			34.9			379.1
Investing activities:
(Increase) decrease in short-term marketable securities	319.5			—			—			—			319.5
Proceeds from railcar lease fleet sales owned more than one year	—			759.5			118.7			(647.7		)	230.5
Proceeds from disposition of property and other assets	0.2			4.1			12.8			—			17.1
Capital expenditures – leasing	—			(807.3		)	(788.7		)	647.7			(948.3		)
Capital expenditures – manufacturing and other	(14.5		)	(13.8		)	(9.0		)	—			(37.3		)
Acquisitions, net of cash acquired	—			—			—			—			—
(Increase) decrease in investment in partially-owned subsidiaries	—			7.1			—			(7.1		)	—
Divestitures	—			—			—			—			—
Other	—			(1.9		)	8.1			—			6.2
Net cash provided (required) by investing activities - continuing	305.2			(52.3		)	(658.1		)	(7.1		)	(412.3		)
Net cash provided by investing activities - discontinued	—			—			(78.2		)	—			(78.2		)
Net cash provided (required) by investing activities	305.2			(52.3		)	(736.3		)	(7.1		)	(490.5		)
Financing activities:
Proceeds from issuance of common stock, net	—			—			—			—			—
Excess tax benefits from stock-based compensation	—			—			—			—			—
Payments to retire debt	(647.6		)	(1.8		)	(238.4		)	—			(887.8		)
Proceeds from issuance of debt	—			—			1,206.6			—			1,206.6
Shares repurchased	(506.1		)	—			—			—			(506.1		)
Dividends paid to common shareholders	(77.4		)	—			—			—			(77.4		)
Purchase of shares to satisfy employee tax on vested stock	(12.2		)	—			—			—			(12.2		)
Distributions to noncontrolling interest	—			—			(10.9		)	—			(10.9		)
Distributions to controlling interest in partially-owned leasing subsidiaries	—			—			11.0			(11.0		)	—
Change in intercompany financing between entities	527.4			(120.9		)	(389.7		)	(16.8		)	—
Other	—			—			(3.3		)	—			(3.3		)
Net cash provided (required) by financing activities - continuing	(715.9		)	(122.7		)	575.3			(27.8		)	(291.1		)
Cash distributions to Arcosa, Inc. in connection with the spin-off transaction	—			—			(220.5		)	—			(220.5		)
Net cash provided (required) by financing activities	(715.9		)	(122.7		)	354.8			(27.8		)	(511.6		)
Net increase (decrease) in cash, cash equivalents, and restricted cash	(609.2		)	2.5			(16.3		)	—			(623.0		)
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	$	154.7		$	4.1		$	192.0		$	—		$	350.8



Statement of Cash Flows
Year Ended December 31, 2017
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Operating activities:
Net income (loss)	$	702.5		$	528.8		$	110.4		$	(628.1	)	$	713.6
Income from discontinued operations	(8.7		)	—			(94.7		)	—			(103.4		)
Equity in earnings of subsidiaries, net of taxes	(617.1		)	(59.3		)	—			676.4			—
Other	115.6			(263.8		)	143.0			5.1			(0.1		)
Net cash provided by operating activities - continuing	192.3			205.7			158.7			53.4			610.1
Net cash provided by operating activities - discontinued	8.7			—			142.8			—			151.5
Net cash provided by operating activities	201.0			205.7			301.5			53.4			761.6
Investing activities:
(Increase) decrease in short-term marketable securities	(84.8		)	—			—			—			(84.8		)
Proceeds from railcar lease fleet sales owned more than one year	—			663.3			61.3			(363.9		)	360.7
Proceeds from disposition of property and other assets	—			1.4			6.4			—			7.8
Capital expenditures – leasing	—			(589.8		)	(382.4		)	363.9			(608.3		)
Capital expenditures – manufacturing and other	(7.7		)	(5.2		)	(9.1		)	—			(22.0		)
(Increase) decrease in investment in partially-owned subsidiaries	—			35.0			—			(35.0		)	—
Other	—			—			0.3			—			0.3
Net cash provided (required) by investing activities - continuing	(92.5		)	104.7			(323.5		)	(35.0		)	(346.3		)
Net cash required by investing activities - discontinued	—			—			(126.4		)	—			(126.4		)
Net cash provided (required) by investing activities	(92.5		)	104.7			(449.9		)	(35.0		)	(472.7		)
Financing activities:
Payments to retire debt	—			(3.8		)	(371.5		)	—			(375.3		)
Proceeds from issuance of debt	—			—			533.5			—			533.5
Shares repurchased	(79.4		)	—			—			—			(79.4		)
Dividends paid to common shareholders	(72.6		)	—			—			—			(72.6		)
Purchase of shares to satisfy employee tax on vested stock	(14.4		)	—			—			—			(14.4		)
Distributions to noncontrolling interest	—			—			(48.7		)	—			(48.7		)
Distributions to controlling interest in partially-owned leasing subsidiaries	—			—			(35.0		)	35.0			—
Change in intercompany financing between entities	283.9			(310.3		)	79.8			(53.4		)	—
Other	—			—			0.2			—			0.2
Net cash provided (required) by financing activities	117.5			(314.1		)	158.3			(18.4		)	(56.7		)
Net increase (decrease) in cash, cash equivalents, and restricted cash	226.0			(3.7		)	9.9			—			232.2
Cash, cash equivalents, and restricted cash at beginning of period	537.9			5.3			198.4			—			741.6
Cash, cash equivalents, and restricted cash at end of period	$	763.9		$	1.6		$	208.3		$	—		$	973.8



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 (loss)	$	343.6		$	179.2		$	159.4		$	(317.5	)	$	364.7
Income from discontinued operations	(23.3		)	—			(138.2		)	—			(161.5		)
Equity in earnings of subsidiaries, net of taxes	(353.7		)	(45.8		)	—			399.5			—
Other	85.4			436.5			148.6			(36.2		)	634.3
Net cash provided by operating activities - continuing	52.0			569.9			169.8			45.8			837.5
Net cash provided by operating activities - discontinued	23.3			—			229.4			—			252.7
Net cash provided by operating activities	75.3			569.9			399.2			45.8			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	—			0.3			10.7			—			11.0
Capital expenditures – leasing	—			(798.7		)	(0.4		)	—			(799.1		)
Capital expenditures – manufacturing and other	(18.0		)	(5.8		)	(25.7		)	—			(49.5		)
(Increase) decrease in investment in partially-owned subsidiaries	—			17.1			—			(17.1		)	—
Other	—			1.5			5.3			—			6.8
Net cash provided (required) by investing activities - continuing	(167.8		)	(758.3		)	0.3			(17.1		)	(942.9		)
Net cash required by investing activities - discontinued	—			—			(79.8		)	—			(79.8		)
Net cash required by investing activities	(167.8		)	(758.3		)	(79.5		)	(17.1		)	(1,022.7		)
Financing activities:
Excess tax benefits from stock-based compensation	1.0			—			—			—			1.0
Payments to retire debt	—			(3.5		)	(158.5		)	—			(162.0		)
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		)
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	(21.2		)	195.3			(128.3		)	(45.8		)	—
Other	—			—			(2.6		)	—			(2.6		)
Net cash provided (required) by financing activities	(137.9		)	191.8			(332.9		)	(28.7		)	(307.7		)
Net increase (decrease) in cash, cash equivalents, and restricted cash	(230.4		)	3.4			(13.2		)	—			(240.2		)
Cash, cash equivalents, and restricted cash at beginning of period	768.3			1.9			211.6			—			981.8
Cash, cash equivalents, and restricted cash at end of period	$	537.9		$	5.3		$	198.4		$	—		$	741.6