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.; Trinity Highway Products, LLC; and TrinityRail Maintenance Services, 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 our revolving credit facility. See Note 11 of our 2018 Annual Report on Form 10-K. 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 of our 2018 Annual Report on Form 10-K, 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. Additionally, amounts previously reported have been restated to include TrinityRail Maintenance Services, Inc. as a Guarantor Subsidiary.

As of March 31, 2019, assets held by the Combined Non-Guarantor Subsidiaries included $87.2 million of restricted cash that was not available for distribution to Trinity Industries, Inc. (“Parent”), $5,675.2 million of equipment securing certain non-recourse debt, and $109.5 million of assets located in foreign locations. 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 the 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.



Condensed Consolidating Statement of Operations and Comprehensive Income
Three Months Ended March 31, 2019
	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	409.5	$	261.0		$	(65.7	)	$	604.8
Cost of revenues	0.9			343.5		194.0			(75.0		)	463.4
Selling, engineering, and administrative expenses	20.7			26.2		12.7			—			59.6
Gains on dispositions of property	—			1.7		8.3			—			10.0
	21.6			368.0		198.4			(75.0		)	513.0
Operating profit (loss)	(21.6		)	41.5		62.6			9.3			91.8
Other expense	4.7			1.5		45.5			—			51.7
Equity in earnings of subsidiaries, net of taxes	54.2			15.4		5.0			(74.6		)	—
Income from continuing operations before income taxes	27.9			55.4		22.1			(65.3		)	40.1
Provision (benefit) for income taxes	(3.6		)	12.7		1.2			(1.4		)	8.9
Income from continuing operations	31.5			42.7		20.9			(63.9		)	31.2
Loss from discontinued operations, net of income taxes	(0.9		)	—		(0.2		)	—			(1.1		)
Net income	30.6			42.7		20.7			(63.9		)	30.1
Net loss attributable to noncontrolling interest	—			—		—			(0.5		)	(0.5		)
Net income attributable to controlling interest	$	30.6		$	42.7	$	20.7		$	(63.4	)	$	30.6

Net income	$	30.6		$	42.7	$	20.7		$	(63.9	)	$	30.1
Other comprehensive income (loss)	0.8			—		(4.6		)	—			(3.8		)
Comprehensive income	31.4			42.7		16.1			(63.9		)	26.3
Comprehensive loss attributable to noncontrolling interest	—			—		—			(0.3		)	(0.3		)
Comprehensive income attributable to controlling interest	$	31.4		$	42.7	$	16.1		$	(63.6	)	$	26.6



Condensed Consolidating Statement of Operations and Comprehensive Income
Three Months Ended March 31, 2018
	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	374.6	$	236.4	$	(77.8	)	$	533.2
Cost of revenues	0.2			305.3		178.5		(84.1		)	399.9
Selling, engineering, and administrative expenses	36.1			28.3		9.0		—			73.4
Gains on dispositions of property	0.1			1.9		0.2		—			2.2
	36.2			331.7		187.3		(84.1		)	471.1
Operating profit (loss)	(36.2		)	42.9		49.1		6.3			62.1
Other expense	2.8			8.0		30.4		—			41.2
Equity in earnings of subsidiaries, net of taxes	81.3			13.8		5.3		(100.4		)	—
Income before income taxes	42.3			48.7		24.0		(94.1		)	20.9
Provision (benefit) for income taxes	0.7			8.3		1.3		(4.6		)	5.7
Income from continuing operations	41.6			40.4		22.7		(89.5		)	15.2
Income (loss) from discontinued operations, net of income taxes	(1.4		)	—		27.8		—			26.4
Net income	40.2			40.4		50.5		(89.5		)	41.6
Net income attributable to noncontrolling interest	—			—		—		1.4			1.4
Net income attributable to controlling interest	$	40.2		$	40.4	$	50.5	$	(90.9	)	$	40.2

Net income	$	40.2		$	40.4	$	50.5	$	(89.5	)	$	41.6
Other comprehensive income	0.1			—		1.8		—			1.9
Comprehensive income	40.3			40.4		52.3		(89.5		)	43.5
Comprehensive income attributable to noncontrolling interest	—			—		—		1.8			1.8
Comprehensive income attributable to controlling interest	$	40.3		$	40.4	$	52.3	$	(91.3	)	$	41.7



Condensed Consolidating Balance Sheet
March 31, 2019
	Parent		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Assets:
Cash and cash equivalents	$	63.0	$	2.9	$	35.0	$	(27.0	)	$	73.9
Receivables, net of allowance	18.5		250.0		101.5		—			370.0
Income tax receivable	16.1		—		—		—			16.1
Inventory	—		575.2		45.7		(2.5		)	618.4
Property, plant, and equipment, net	40.8		1,608.5		5,806.1		(708.6		)	6,746.8
Investments in and advances to subsidiaries	4,626.2		2,687.5		701.7		(8,015.4		)	—
Restricted cash	—		—		87.2		27.0			114.2
Goodwill and other assets	219.0		238.5		76.2		(59.2		)	474.5
	$	4,983.6	$	5,362.6	$	6,853.4	$	(8,785.7	)	$	8,413.9
Liabilities:
Accounts payable	$	4.9	$	122.2	$	70.6	$	(0.4	)	$	197.3
Accrued liabilities	152.9		46.1		141.1		(3.8		)	336.3
Debt	647.5		—		3,818.9		—			4,466.4
Deferred income taxes	—		811.7		—		(59.0		)	752.7
Advances from subsidiaries	1,559.7		—		—		(1,559.7		)	—
Other liabilities	53.5		41.3		1.3		—			96.1
Total stockholders' equity	2,565.1		4,341.3		2,821.5		(7,162.8		)	2,565.1
	$	4,983.6	$	5,362.6	$	6,853.4	$	(8,785.7	)	$	8,413.9



Condensed Consolidating 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
Receivables, net of allowance	12.5		181.8		82.3		—			276.6
Income tax receivable	40.4		—		—		—			40.4
Inventory	—		485.8		40.9		(2.0		)	524.7
Property, plant, and equipment, net	42.0		1,436.3		5,579.7		(723.6		)	6,334.4
Investments in and advances to subsidiaries	4,558.6		2,981.7		661.1		(8,201.4		)	—
Restricted cash	—		—		132.9		38.7			171.6
Goodwill and other assets	205.1		197.9		106.8		(47.5		)	462.3
	$	5,013.3	$	5,287.6	$	6,662.8	$	(8,974.5	)	$	7,989.2
Liabilities:
Accounts payable	$	8.6	$	134.0	$	69.9	$	(0.4	)	$	212.1
Accrued liabilities	184.3		55.4		128.7		(0.1		)	368.3
Debt	397.4		—		3,631.8		—			4,029.2
Deferred income	—		16.5		1.2		—			17.7
Deferred income taxes	—		790.3		—		(47.2		)	743.1
Advances from subsidiaries	1,804.2		—		—		(1,804.2		)	—
Other liabilities	56.8		—		—		—			56.8
Total stockholders' equity	2,562.0		4,291.4		2,831.2		(7,122.6		)	2,562.0
	$	5,013.3	$	5,287.6	$	6,662.8	$	(8,974.5	)	$	7,989.2



Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2019
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Operating activities:
Net income	$	30.6		$	42.7		$	20.7		$	(63.9	)	$	30.1
Loss from discontinued operations	0.9			—			0.2			—			1.1
Equity in earnings of subsidiaries, net of taxes	(54.2		)	(15.4		)	(5.0		)	74.6			—
Other	(24.2		)	(184.8		)	58.5			(6.6		)	(157.1		)
Net cash (used in) provided by operating activities	(46.9		)	(157.5		)	74.4			4.1			(125.9		)

Investing activities:
Proceeds from railcar lease fleet sales owned more than one year	—			0.4			29.0			—			29.4
Proceeds from dispositions of property and other assets	—			—			7.3			—			7.3
Capital expenditures – leasing	—			(448.0		)	(17.0		)	—			(465.0		)
Capital expenditures – manufacturing and other	(0.6		)	(7.3		)	(3.6		)	—			(11.5		)
(Increase) decrease in investment in partially-owned subsidiaries	—			0.3			—			(0.3		)	—
Other	—			—			1.3			—			1.3
Net cash (used in) provided by investing activities	(0.6		)	(454.6		)	17.0			(0.3		)	(438.5		)

Financing activities:
Payments to retire debt	(150.0		)	—			(64.8		)	—			(214.8		)
Proceeds from issuance of debt	400.0			—			249.7			—			649.7
Shares repurchased	(25.0		)	—			10.0			—			(15.0		)
Dividends paid to common shareholders	(17.3		)	—			—			—			(17.3		)
Purchase of shares to satisfy employee tax on vested stock	(0.5		)	—			—			—			(0.5		)
Distributions to noncontrolling interest	—			—			(0.4		)	—			(0.4		)
Distributions to controlling interest in partially-owned subsidiaries	—			—			0.3			(0.3		)	—
Change in intercompany financing between entities	(251.4		)	610.9			(356.0		)	(3.5		)	—
Net cash provided (used in) by financing activities	(44.2		)	610.9			(161.2		)	(3.8		)	401.7
Net (decrease) increase in cash, cash equivalents, and restricted cash	(91.7		)	(1.2		)	(69.8		)	—			(162.7		)
Cash, cash equivalents, and restricted cash at beginning of period	154.7			4.1			192.0			—			350.8
Cash, cash equivalents, and restricted cash at end of period	$	63.0		$	2.9		$	122.2		$	—		$	188.1



Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2018
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Operating activities:
Net income	$	40.2		$	40.4		$	50.5		$	(89.5	)	$	41.6
Income (loss) from discontinued operations	1.4			—			(27.8		)	—			(26.4		)
Equity in earnings of subsidiaries, net of taxes	(81.3		)	(13.8		)	(5.3		)	100.4			—
Other	(17.2		)	29.3			55.9			(9.4		)	58.6
Net cash provided (used in) by operating activities - continuing operations	(56.9		)	55.9			73.3			1.5			73.8
Net cash provided (used in) by operating activities - discontinued operations	(1.4		)	—			101.3			—			99.9
Net cash provided (used in) by operating activities	(58.3		)	55.9			174.6			1.5			173.7

Investing activities:
(Increase) decrease in short-term marketable securities	98.7			—			—			—			98.7
Proceeds from railcar lease fleet sales owned more than one year	—			15.5			—						15.5
Proceeds from dispositions of property and other assets	—			0.4			1.5			—			1.9
Capital expenditures – leasing	—			(297.2		)	(21.0		)				(318.2		)
Capital expenditures – manufacturing and other	(1.4		)	(2.9		)	(3.9		)	—			(8.2		)
(Increase) decrease in investment in partially-owned subsidiaries	—			3.9			—			(3.9		)	—
Other	—			—			0.8			—			0.8
Net cash (used in) provided by investing activities - continuing operations	97.3			(280.3		)	(22.6		)	(3.9		)	(209.5		)
Net cash (used in) provided by investing activities - discontinued operations	—			—			(32.0		)	—			(32.0		)
Net cash (used in) provided by investing activities	97.3			(280.3		)	(54.6		)	(3.9		)	(241.5		)

Financing activities:
Payments to retire debt	—			(0.9		)	(25.6		)	—			(26.5		)
Proceeds from issuance of debt	—			—			0.9			—			0.9
Shares repurchased	(49.3		)	—			—			—			(49.3		)
Dividends paid to common shareholders	(19.5		)	—			—			—			(19.5		)
Purchase of shares to satisfy employee tax on vested stock	(0.1		)	—			—			—			(0.1		)
Distributions to noncontrolling interest	—			—			(5.8		)	—			(5.8		)
Distributions to controlling interest in partially-owned subsidiaries	—			—			3.9			(3.9		)	—
Change in intercompany financing between entities	(126.3		)	231.3			(111.3		)	6.3			—
Other	—			—			(3.0		)	—			(3.0		)
Net cash (used in) provided by financing activities	(195.2		)	230.4			(140.9		)	2.4			(103.3		)
Net (decrease) increase in cash, cash equivalents, and restricted cash	(156.2		)	6.0			(20.9		)	—			(171.1		)
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	$	607.7		$	7.6		$	187.4		$	—		$	802.7