Financial Statements for Guarantors of the Senior Notes (Tables)

9 Months Ended

Sep. 30, 2019

Financial Statements for Guarantors of the Senior Notes [Abstract]

Statement of Operations and Comprehensive Income

Condensed Consolidating Statement of Operations and Comprehensive Income
Three Months Ended September 30, 2019
	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	566.3	$	311.3		$	(64.0	)	$	813.6
Cost of revenues	1.1			466.8		254.7			(73.5		)	649.1
Selling, engineering, and administrative expenses	24.0			24.2		13.9			—			62.1
Gains on dispositions of property	(0.2		)	11.3		6.8			—			17.9
	25.3			479.7		261.8			(73.5		)	693.3
Operating profit (loss)	(25.3		)	86.6		49.5			9.5			120.3
Other (income) expense	(0.6		)	4.8		50.1			(0.3		)	54.0
Equity in earnings of subsidiaries, net of taxes	75.6			6.0		8.1			(89.7		)	—
Income from continuing operations before income taxes	50.9			87.8		7.5			(79.9		)	66.3
Provision (benefit) for income taxes	1.4			21.5		1.0			(5.7		)	18.2
Income from continuing operations	49.5			66.3		6.5			(74.2		)	48.1
Income (loss) from discontinued operations, net of income taxes	(0.5		)	—		0.1			—			(0.4		)
Net income	49.0			66.3		6.6			(74.2		)	47.7
Net loss attributable to noncontrolling interest	—			—		—			(1.3		)	(1.3		)
Net income attributable to controlling interest	$	49.0		$	66.3	$	6.6		$	(72.9	)	$	49.0
Net income	$	49.0		$	66.3	$	6.6		$	(74.2	)	$	47.7
Other comprehensive income (loss)	0.9			—		(3.6		)	—			(2.7		)
Comprehensive income	49.9			66.3		3.0			(74.2		)	45.0
Comprehensive loss attributable to noncontrolling interest	—			—		—			(0.9		)	(0.9		)
Comprehensive income attributable to controlling interest	$	49.9		$	66.3	$	3.0		$	(73.3	)	$	45.9

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	$	—		$	449.0	$	231.5	$	(73.6	)	$	606.9
Cost of revenues	1.6			375.2		171.9		(82.2		)	466.5
Selling, engineering, and administrative expenses	35.6			28.3		11.7		—			75.6
Gains on dispositions of property	—			8.4		2.0		—			10.4
	37.2			395.1		181.6		(82.2		)	531.7
Operating profit (loss)	(37.2		)	53.9		49.9		8.6			75.2
Other (income) expense	(3.9		)	8.4		35.5		—			40.0
Equity in earnings of subsidiaries, net of taxes	63.8			8.0		7.3		(79.1		)	—
Income before income taxes	30.5			53.5		21.7		(70.5		)	35.2
Provision (benefit) for income taxes	(5.3		)	8.4		2.4		1.2			6.7
Income from continuing operations	35.8			45.1		19.3		(71.7		)	28.5
Income (loss) from discontinued operations, net of income taxes	(8.1		)	—		7.9		—			(0.2		)
Net income	27.7			45.1		27.2		(71.7		)	28.3
Net income attributable to noncontrolling interest	—			—		—		0.6			0.6
Net income attributable to controlling interest	$	27.7		$	45.1	$	27.2	$	(72.3	)	$	27.7
Net income	$	27.7		$	45.1	$	27.2	$	(71.7	)	$	28.3
Other comprehensive income	1.4			—		0.7		—			2.1
Comprehensive income	29.1			45.1		27.9		(71.7		)	30.4
Comprehensive income attributable to noncontrolling interest	—			—		—		0.9			0.9
Comprehensive income attributable to controlling interest	$	29.1		$	45.1	$	27.9	$	(72.6	)	$	29.5

Balance Sheet

Condensed Consolidating Balance Sheet
September 30, 2019
	Parent		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Assets:
Cash and cash equivalents	$	87.4	$	2.3	$	32.7	$	(24.8	)	$	97.6
Receivables, net of allowance	2.9		227.6		74.2		—			304.7
Income tax receivable	21.1		—		—		—			21.1
Inventory	—		592.4		40.6		(0.1		)	632.9
Property, plant, and equipment, net	42.3		1,275.9		6,387.5		(789.0		)	6,916.7
Investments in and advances to subsidiaries	4,655.8		3,167.3		357.0		(8,180.1		)	—
Restricted cash	—		—		92.7		24.8			117.5
Goodwill and other assets	252.1		300.0		62.8		(62.3		)	552.6
	$	5,061.6	$	5,565.5	$	7,047.5	$	(9,031.5	)	$	8,643.1
Liabilities:
Accounts payable	$	4.3	$	171.5	$	74.7	$	0.3		$	250.8
Accrued liabilities	179.8		34.4		158.6		(3.9		)	368.9
Debt	472.7		—		4,212.5		—			4,685.2
Deferred income taxes	—		860.4		2.2		(78.5		)	784.1
Advances from subsidiaries	1,893.8		—		—		(1,893.8		)	—
Other liabilities	51.7		41.9		1.2		—			94.8
Total stockholders' equity	2,459.3		4,457.3		2,598.3		(7,055.6		)	2,459.3
	$	5,061.6	$	5,565.5	$	7,047.5	$	(9,031.5	)	$	8,643.1

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

Statement of Cash Flows

Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2019
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Operating activities:
Net income	$	116.0		$	159.9		$	42.7		$	(204.0	)	$	114.6
Loss from discontinued operations	2.1			—			0.2			—			2.3
Equity in earnings of subsidiaries, net of taxes	(195.4		)	(32.0		)	(19.7		)	247.1			—
Other	(17.2		)	(159.3		)	257.5			(33.9		)	47.1
Net cash provided by (used in) operating activities	(94.5		)	(31.4		)	280.7			9.2			164.0
Investing activities:
Proceeds from railcar lease fleet sales owned more than one year	—			1,184.6			180.0			(1,189.6		)	175.0
Proceeds from dispositions of property and other assets	—			6.3			13.2			—			19.5
Capital expenditures – leasing	—			(911.4		)	(1,132.5		)	1,189.6			(854.3		)
Capital expenditures – manufacturing and other	(4.0		)	(31.7		)	(27.6		)	—			(63.3		)
(Increase) decrease in investment in partially-owned subsidiaries	—			1.6			—			(1.6		)	—
Other	—			—			(0.2		)	—			(0.2		)
Net cash (used in) provided by investing activities	(4.0		)	249.4			(967.1		)	(1.6		)	(723.3		)
Financing activities:
Payments to retire debt	(750.0		)	—			(610.8		)	—			(1,360.8		)
Proceeds from issuance of debt	825.0			—			1,185.2			—			2,010.2
Shares repurchased	(154.9		)	—			—			—			(154.9		)
Dividends paid to common shareholders	(60.8		)	—			—			—			(60.8		)
Purchase of shares to satisfy employee tax on vested stock	(8.0		)	—			—			—			(8.0		)
Distributions to noncontrolling interest	—			—			(2.1		)	—			(2.1		)
Distributions to controlling interest in partially-owned subsidiaries	—			—			(1.6		)	1.6			—
Change in intercompany financing between entities	179.9			(219.8		)	49.1			(9.2		)	—
Net cash (used in) provided by financing activities	31.2			(219.8		)	619.8			(7.6		)	423.6
Net decrease in cash, cash equivalents, and restricted cash	(67.3		)	(1.8		)	(66.6		)	—			(135.7		)
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	$	87.4		$	2.3		$	125.4		$	—		$	215.1

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		$	141.6		$	134.6		$	(272.8	)	$	135.4
Income (loss) from discontinued operations	12.6			—			(67.0		)	—			(54.4		)
Equity in earnings of subsidiaries, net of taxes	(247.7		)	(35.2		)	(20.2		)	303.1			—
Other	(39.5		)	29.0			132.9			(23.9		)	98.5
Net cash (used in) provided by operating activities – continuing operations	(142.6		)	135.4			180.3			6.4			179.5
Net cash (used in) provided by operating activities – discontinued operations	(12.6		)	—			153.0			—			140.4
Net cash (used in) provided by operating activities	(155.2		)	135.4			333.3			6.4			319.9
Investing activities:
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			3.8			2.9			—			6.9
Capital expenditures – leasing	—			(611.9		)	(711.6		)	647.7			(675.8		)
Capital expenditures – manufacturing and other	(11.6		)	(9.9		)	(8.5		)	—			(30.0		)
(Increase) decrease in investment in partially-owned subsidiaries	—			7.1			—			(7.1		)	—
Other	—			—			(1.9		)	—			(1.9		)
Net cash (used in) provided by investing activities – continuing operations	308.1			96.9			(655.8		)	(7.1		)	(257.9		)
Net cash used in investing activities – discontinued operations	—			—			(53.1		)	—			(53.1		)
Net cash (used in) provided by investing activities	308.1			96.9			(708.9		)	(7.1		)	(311.0		)
Financing activities:
Payments to retire debt	(647.6		)	(1.8		)	(89.5		)	—			(738.9		)
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	289.6			(161.9		)	(135.5		)	7.8			—
Other	—			—			(3.2		)	—			(3.2		)
Net cash (used in) provided by financing activities	(583.7		)	(163.7		)	329.9			0.7			(416.8		)
Net (decrease) increase in cash, cash equivalents, and restricted cash	(430.8		)	68.6			(45.7		)	—			(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	$	333.1		$	70.2		$	162.6		$	—		$	565.9