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 Construction Materials Inc., Trinity Highway Products, LLC, Trinity Industries Leasing Company, Trinity Marine Products, Inc., Trinity North American Freight Car, Inc., Trinity Parts & Components, LLC, Trinity Rail Group, LLC, Trinity Structural Towers, Inc., and Trinity Tank Car, Inc. (“Combined Guarantor Subsidiaries”). See Note 11 Debt. 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. 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, 2014, assets held by the Combined Non-Guarantor Subsidiaries included $201.5 million of restricted cash that was not available for distribution to Trinity Industries, Inc. (“Parent”), $3,975.5 million of equipment securing certain non-recourse debt, $88.6 million of equipment securing certain lease obligations held by the Combined Non-Guarantor Subsidiaries, and $373.5 million of assets located in foreign locations. As of December 31, 2013, assets held by the Combined Non-Guarantor Subsidiaries included $208.3 million of restricted cash that was not available for distribution to the Parent, $3,733.9 million of equipment securing certain non-recourse debt, $90.2 million of equipment securing certain lease obligations held by the Combined Non-Guarantor Subsidiaries, and $306.9 million of assets located in foreign locations.



Statement of Operations and Comprehensive Income
Three Months Ended September 30, 2014
	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	—		$	1,170.8	$	604.1		$	(212.1	)	$	1,562.8
Cost of revenues	—			922.9		461.6			(212.3		)	1,172.2
Selling, engineering, and administrative expenses	37.4			39.7		35.9			—			113.0
Gains on disposition of property, plant, and equipment	0.1			1.1		2.4			—			3.6
	37.3			961.5		495.1			(212.3		)	1,281.6
Operating profit (loss)	(37.3		)	209.3		109.0			0.2			281.2
Other (income) expense	5.4			3.4		38.0			—			46.8
Equity in earnings of subsidiaries, net of taxes	212.6			39.5		—			(252.1		)	—
Income (loss) from continuing operations before income taxes	169.9			245.4		71.0			(251.9		)	234.4
Provision (benefit) for income taxes	13.0			46.8		18.3			—			78.1
Income (loss) from continuing operations	156.9			198.6		52.7			(251.9		)	156.3
Income (loss) from discontinued operations, net of provision (benefit) for income taxes	—			0.9		(0.3		)	—			0.6
Net income (loss)	156.9			199.5		52.4			(251.9		)	156.9
Net income (loss) attributable to noncontrolling interest	7.5			7.5		—			(7.5		)	7.5
Net income (loss) attributable to controlling interest	$	149.4		$	192.0	$	52.4		$	(244.4	)	$	149.4

Net income (loss)	$	156.9		$	199.5	$	52.4		$	(251.9	)	$	156.9
Other comprehensive income (loss)	1.2			—		3.2			—			4.4
Comprehensive income	$	158.1		$	199.5	$	55.6		$	(251.9	)	$	161.3



Statement of Operations and Comprehensive Income
Nine Months Ended September 30, 2014
	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	—		$	3,451.0	$	1,650.9		$	(593.3	)	$	4,508.6
Cost of revenues	—			2,671.7		1,265.4			(592.6		)	3,344.5
Selling, engineering, and administrative expenses	87.5			109.7		95.8			—			293.0
Gains on disposition of property, plant, and equipment	(0.1		)	48.3		55.2			—			103.4
	87.6			2,733.1		1,306.0			(592.6		)	3,534.1
Operating profit (loss)	(87.6		)	717.9		344.9			(0.7		)	974.5
Other (income) expense	13.7			12.4		111.0			—			137.1
Equity in earnings of subsidiaries, net of taxes	622.4			165.9		—			(788.3		)	—
Income (loss) from continuing operations before income taxes	521.1			871.4		233.9			(789.0		)	837.4
Provision (benefit) for income taxes	(41.9		)	277.8		38.9			(0.3		)	274.5
Income (loss) from continuing operations	563.0			593.6		195.0			(788.7		)	562.9
Income (loss) from discontinued operations, net of provision (benefit) for income taxes	—			0.2		(0.1		)	—			0.1
Net income (loss)	563.0			593.8		194.9			(788.7		)	563.0
Net income (loss) attributable to noncontrolling interest	23.0			23.0		—			(23.0		)	23.0
Net income (loss) attributable to controlling interest	$	540.0		$	570.8	$	194.9		$	(765.7	)	$	540.0

Net income (loss)	$	563.0		$	593.8	$	194.9		$	(788.7	)	$	563.0
Other comprehensive income (loss)	2.4			—		9.1			—			11.5
Comprehensive income	$	565.4		$	593.8	$	204.0		$	(788.7	)	$	574.5



Statement of Operations and Comprehensive Income
Three Months Ended September 30, 2013
	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
Revenues	$	—		$	811.5	$	454.2	$	(155.4	)	$	1,110.3
Cost of revenues	—			653.2		343.2		(160.1		)	836.3
Selling, engineering, and administrative expenses	17.2			31.3		22.1		—			70.6
Gains on disposition of property, plant, and equipment	0.4			0.5		1.3		—			2.2
	16.8			684.0		364.0		(160.1		)	904.7
Operating profit (loss)	(16.8		)	127.5		90.2		4.7			205.6
Other (income) expense	2.7			5.8		36.2		—			44.7
Equity in earnings of subsidiaries, net of taxes	126.6			50.9		—		(177.5		)	—
Income (loss) from continuing operations before income taxes	107.1			172.6		54.0		(172.8		)	160.9
Provision (benefit) for income taxes	1.0			19.1		33.3		1.7			55.1
Income (loss) from continuing operations	106.1			153.5		20.7		(174.5		)	105.8
Income (loss) from discontinued operations, net of provision (benefit) for income taxes	—			0.1		0.2		—			0.3
Net income (loss)	106.1			153.6		20.9		(174.5		)	106.1
Net income (loss) attributable to noncontrolling interest	6.5			6.5		—		(6.5		)	6.5
Net income (loss) attributable to controlling interest	$	99.6		$	147.1	$	20.9	$	(168.0	)	$	99.6

Net income (loss)	$	106.1		$	153.6	$	20.9	$	(174.5	)	$	106.1
Other comprehensive income (loss)	3.6			—		1.2		—			4.8
Comprehensive income	$	109.7		$	153.6	$	22.1	$	(174.5	)	$	110.9



Statement of Operations and Comprehensive Income
Nine Months Ended September 30, 2013
	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	—		$	2,278.1	$	1,280.5		$	(449.3	)	$	3,109.3
Cost of revenues	—			1,835.5		976.3			(452.2		)	2,359.6
Selling, engineering, and administrative expenses	49.9			97.3		64.6			(0.7		)	211.1
Gains on disposition of property, plant, and equipment	0.2			7.5		2.2			—			9.9
	49.7			1,925.3		1,038.7			(452.9		)	2,560.8
Operating profit (loss)	(49.7		)	352.8		241.8			3.6			548.5
Other (income) expense	2.5			19.0		116.3			—			137.8
Equity in earnings of subsidiaries, net of taxes	295.8			103.4		—			(399.2		)	—
Income (loss) from continuing operations before income taxes	243.6			437.2		125.5			(395.6		)	410.7
Provision (benefit) for income taxes	(29.5		)	128.9		42.8			1.3			143.5
Income (loss) from continuing operations	273.1			308.3		82.7			(396.9		)	267.2
Income (loss) from discontinued operations, net of provision (benefit) for income taxes	—			11.8		(5.9		)	—			5.9
Net income (loss)	273.1			320.1		76.8			(396.9		)	273.1
Net income (loss) attributable to noncontrolling interest	10.4			10.4		—			(10.4		)	10.4
Net income (loss) attributable to controlling interest	$	262.7		$	309.7	$	76.8		$	(386.5	)	$	262.7

Net income (loss)	$	273.1		$	320.1	$	76.8		$	(396.9	)	$	273.1
Other comprehensive income (loss)	3.6			—		12.8			—			16.4
Comprehensive income	$	276.7		$	320.1	$	89.6		$	(396.9	)	$	289.5



Balance Sheet
September 30, 2014
	Parent		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets:
Cash and cash equivalents	$	639.4	$	1.9	$	58.8	$	(36.4	)	$	663.7
Short-term marketable securities	—		—		—		—			—
Receivables, net of allowance	—		335.3		225.6		(0.2		)	560.7
Inventory	—		871.6		259.4		(20.8		)	1,110.2
Property, plant, and equipment, net	30.3		709.4		4,675.3		(559.7		)	4,855.3
Investments in and advances to subsidiaries	4,236.3		3,611.9		—		(7,848.2		)	—
Restricted cash	—		—		201.5		36.4			237.9
Goodwill and other assets	155.1		137.2		824.8		—			1,117.1
	$	5,061.1	$	5,667.3	$	6,245.4	$	(8,428.9	)	$	8,544.9
Liabilities:
Accounts payable	$	13.0	$	189.4	$	121.5	$	(0.2	)	$	323.7
Accrued liabilities	215.0		187.7		167.4		—			570.1
Debt	785.8		39.8		2,770.0		—			3,595.6
Deferred income	—		35.4		2.0		—			37.4
Deferred income taxes	12.7		591.3		2.1		—			606.1
Advances from subsidiaries	637.8		—		685.6		(1,323.4		)	—
Other liabilities	93.9		12.5		2.7		—			109.1
Total stockholders' equity	3,302.9		4,611.2		2,494.1		(7,105.3		)	3,302.9
	$	5,061.1	$	5,667.3	$	6,245.4	$	(8,428.9	)	$	8,544.9



Balance Sheet
December 31, 2013
	Parent		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets:
Cash and cash equivalents	$	409.8	$	2.1	$	44.0	$	(27.4	)	$	428.5
Short-term marketable securities	149.7		—		—		—			149.7
Receivables, net of allowance	7.1		223.4		142.2		—			372.7
Inventory	—		642.1		180.7		(8.1		)	814.7
Property, plant, and equipment, net	44.5		947.2		4,264.7		(485.8		)	4,770.6
Investments in and advances to subsidiaries	3,431.7		2,806.5		79.8		(6,318.0		)	—
Restricted cash	—		25.0		208.3		27.4			260.7
Goodwill and other assets	133.1		144.3		247.8		(8.7		)	516.5
	$	4,175.9	$	4,790.6	$	5,167.5	$	(6,820.6	)	$	7,313.4
Liabilities:
Accounts payable	$	11.0	$	115.6	$	89.7	$	—		$	216.3
Accrued liabilities	213.0		202.7		151.7		—			567.4
Debt	375.9		42.2		2,571.7		—			2,989.8
Deferred income	—		38.7		2.1		—			40.8
Deferred income taxes	—		655.9		3.5		(8.7		)	650.7
Advances from subsidiaries	744.5		—		19.2		(763.7		)	—
Other liabilities	82.4		13.9		3.0		—			99.3
Total stockholders' equity	2,749.1		3,721.6		2,326.6		(6,048.2		)	2,749.1
	$	4,175.9	$	4,790.6	$	5,167.5	$	(6,820.6	)	$	7,313.4



Statement of Cash Flows
Nine Months Ended September 30, 2014
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
Operating activities:
Net income	$	563.0		$	593.8		$	194.9		$	(788.7	)	$	563.0
Equity in earnings of subsidiaries, net of taxes	(622.4		)	(165.9		)	—			788.3			—
Other	(159.3		)	(752.1		)	679.8			0.4			(231.2		)
Net cash provided (required) by operating activities - continuing operations	(218.7		)	(324.2		)	874.7			—			331.8
Net cash provided by operating activities - discontinued operations	—			0.8			—			—			0.8
Net cash provided (required) by operating activities	(218.7		)	(323.4		)	874.7			—			332.6
Investing activities:
(Increase) decrease in short-term marketable securities	149.7			—			—			—			149.7
Proceeds from railcar lease fleet sales	—			549.1			132.1			(423.8		)	257.4
Proceeds from disposition of property, plant, equipment, and other assets	0.4			—			21.5			—			21.9
Capital expenditures – leasing	—			(164.4		)	(429.8		)	423.8			(170.4		)
Capital expenditures – manufacturing and other	(7.8		)	(48.7		)	(113.5		)	—			(170.0		)
Acquisitions, net of cash acquired	—			—			(711.8		)	—			(711.8		)
(Increase) decrease in investment in partially-owned subsidiaries	—			(10.2		)	—			10.2			—
Other	—			1.5			0.5			—			2.0
Net cash provided (required) by investing activities - continuing operations	142.3			327.3			(1,101.0		)	10.2			(621.2		)
Net cash provided (required) by investing activities - discontinued operations	—			—			—			—			—
Net cash provided (required) by investing activities	142.3			327.3			(1,101.0		)	10.2			(621.2		)
Financing activities:
Proceeds from issuance of common stock, net	0.6			—			—			—			0.6
Excess tax benefits from stock-based compensation	24.2			—			—			—			24.2
Payments to retire debt	(0.5		)	(2.3		)	(137.4		)	—			(140.2		)
Proceeds from issuance of debt	395.4			—			332.0			—			727.4
(Increase) decrease in restricted cash	—			—			6.8			(9.0		)	(2.2		)
Shares repurchased	(36.5		)	—			—			—			(36.5		)
Dividends paid to common shareholders	(38.7		)	—			—			—			(38.7		)
Purchase of shares to satisfy employee tax on vested stock	(38.5		)	—			—			—			(38.5		)
Contributions from noncontrolling interest	—			—			49.6			—			49.6
Distributions to noncontrolling interest	—			—			(19.3		)	—			(19.3		)
Contributions from controlling interest in partially-owned subsidiaries	—			—			10.2			(10.2		)	—
Other	—			(0.5		)	(0.8		)	—			(1.3		)
Net cash provided (required) by financing activities - continuing operations	306.0			(2.8		)	241.1			(19.2		)	525.1
Net cash required by financing activities - discontinued operations	—			(1.3		)	—			—			(1.3		)
Net cash provided (required) by financing activities	306.0			(4.1		)	241.1			(19.2		)	523.8
Net increase (decrease) in cash and cash equivalents	229.6			(0.2		)	14.8			(9.0		)	235.2
Cash and cash equivalents at beginning of period	409.8			2.1			44.0			(27.4		)	428.5
Cash and cash equivalents at end of period	$	639.4		$	1.9		$	58.8		$	(36.4	)	$	663.7



Statement of Cash Flows
Nine Months Ended September 30, 2013
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
Operating activities:
Net income	$	273.1		$	320.1		$	76.8		$	(396.9	)	$	273.1
Equity in earnings of subsidiaries, net of taxes	(295.8		)	(103.4		)	—			399.2			—
Other	(41.2		)	45.2			93.7			(2.3		)	95.4
Net cash provided (required) by operating activities - continuing operations	(63.9		)	261.9			170.5			—			368.5
Net cash provided (required) by operating activities - discontinued operations	—			12.5			(6.3		)	—			6.2
Net cash provided (required) by operating activities	(63.9		)	274.4			164.2			—			374.7
Investing activities:
(Increase) decrease in short-term marketable securities	(96.0		)	—			—			—			(96.0		)
Net change in TRIP Holdings Senior Secured Notes	108.8			—			—			(108.8		)	—
Proceeds from railcar lease fleet sales	—			258.5			34.3			(233.5		)	59.3
Proceeds from disposition of property, plant, equipment, and other assets	—			0.1			1.0			—			1.1
Capital expenditures – leasing	—			(434.2		)	(254.8		)	233.5			(455.5		)
Capital expenditures – manufacturing and other	(9.8		)	(36.5		)	(44.9		)	—			(91.2		)
Acquisitions, net of cash acquired	—			35.6			(72.8		)	—			(37.2		)
(Increase) decrease in investment in partially-owned subsidiaries	—			42.9			—			(42.9		)	—
Other	—			(7.7		)	(1.7		)	—			(9.4		)
Net cash provided (required) by investing activities - continuing operations	3.0			(141.3		)	(338.9		)	(151.7		)	(628.9		)
Net cash provided by investing activities - discontinued operations	—			0.4			—			—			0.4
Net cash provided (required) by investing activities	3.0			(140.9		)	(338.9		)	(151.7		)	(628.5		)
Financing activities:
Proceeds from issuance of common stock, net	2.1			—			—			—			2.1
Excess tax benefits from stock-based compensation	8.1			—			—			—			8.1
Payments to retire debt	—			(51.6		)	(284.7		)	108.8			(227.5		)
Proceeds from issuance of debt	—			—			175.4			—			175.4
(Increase) decrease in restricted cash	—			—			(8.6		)	(17.5		)	(26.1		)
Shares repurchased	(71.1		)	—			—			—			(71.1		)
Dividends paid to common shareholders	(27.5		)	—			—			—			(27.5		)
Purchase of shares to satisfy employee tax on vested stock	(9.1		)	—			—			—			(9.1		)
Proceeds from sale of interests in partially-owned leasing subsidiaries	—			—			296.7			—			296.7
Repurchase of noncontrolling interests in partially-owned leasing subsidiary	—			(84.0		)	—			—			(84.0		)
Contributions from noncontrolling interest	—			—			50.0						50.0
Distributions to noncontrolling interest	—			—			(3.3		)				(3.3		)
Distributions to controlling interest in partially-owned subsidiaries	—			—			(42.9		)	42.9			—
Other	—			(0.1		)	0.8			—			0.7
Net cash provided (required) by financing activities - continuing operations	(97.5		)	(135.7		)	183.4			134.2			84.4
Net cash required by financing activities - discontinued operations	—			(1.0		)	—			—			(1.0		)
Net cash provided (required) by financing activities - continuing operations	(97.5		)	(136.7		)	183.4			134.2			83.4
Net increase (decrease) in cash and cash equivalents	(158.4		)	(3.2		)	8.7			(17.5		)	(170.4		)
Cash and cash equivalents at beginning of period	506.2			4.4			74.8			(12.4		)	573.0
Cash and cash equivalents at end of period	$	347.8		$	1.2		$	83.5		$	(29.9	)	$	402.6