Financial Statements for Guarantors of the Senior Notes (Tables)

12 Months Ended

Dec. 31, 2018

Financial Statements for Guarantors of the Senior Notes [Abstract]

Statements of Operations and Comprehensive Income

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 Sheets

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

Statements of Cash Flows

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