Condensed Consolidating Financial Information | Condensed Consolidating Financial Information Pursuant to Securities and Exchange Commission (“SEC”) Regulation S-X Rule 3-10 “Financial statements of guarantors and issuers of guaranteed securities registered or being registered”, the Company is required to provide condensed consolidating financial information for issuers of certain of its senior notes that are guaranteed. As of March 31, 2017 , KCS had outstanding $2,093.5 million senior notes due through 2045 . The senior notes are unsecured obligations of KCS, and are also jointly and severally and fully and unconditionally guaranteed on an unsecured senior basis by KCSR and certain wholly-owned domestic subsidiaries of KCS. As a result, the Company is providing the following condensed consolidating financial information (in millions) . Condensed Consolidating Statements of Comprehensive Income - KCS Notes Three Months Ended March 31, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated KCS Revenues $ — $ 295.2 $ 318.6 $ (4.3 ) $ 609.5 Operating expenses 1.1 217.5 184.5 (4.3 ) 398.8 Operating income (loss) (1.1 ) 77.7 134.1 — 210.7 Equity in net earnings of affiliates 146.1 1.3 3.5 (146.9 ) 4.0 Interest expense (20.6 ) (18.7 ) (9.1 ) 23.7 (24.7 ) Foreign exchange gain — — 46.8 — 46.8 Other income, net 23.6 1.1 0.5 (24.1 ) 1.1 Income before income taxes 148.0 61.4 175.8 (147.3 ) 237.9 Income tax expense 1.3 23.6 66.1 — 91.0 Net income 146.7 37.8 109.7 (147.3 ) 146.9 Less: Net income attributable to noncontrolling interest — 0.3 — — 0.3 Net income attributable to Kansas City Southern and subsidiaries 146.7 37.5 109.7 (147.3 ) 146.6 Other comprehensive income 0.8 — 1.3 (1.3 ) 0.8 Comprehensive income attributable to Kansas City Southern and subsidiaries $ 147.5 $ 37.5 $ 111.0 $ (148.6 ) $ 147.4 Condensed Consolidating Statements of Comprehensive Income - KCS Notes—(Continued) Three Months Ended March 31, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated KCS Revenues $ — $ 266.8 $ 300.4 $ (4.5 ) $ 562.7 Operating expenses 1.1 199.9 178.3 (4.5 ) 374.8 Operating income (loss) (1.1 ) 66.9 122.1 — 187.9 Equity in net earnings of affiliates 103.7 1.5 3.4 (104.7 ) 3.9 Interest expense (18.9 ) (21.6 ) (8.4 ) 25.3 (23.6 ) Foreign exchange loss — — (3.5 ) — (3.5 ) Other income, net 25.1 0.3 0.4 (25.6 ) 0.2 Income before income taxes 108.8 47.1 114.0 (105.0 ) 164.9 Income tax expense 1.0 18.5 37.3 — 56.8 Net income 107.8 28.6 76.7 (105.0 ) 108.1 Less: Net income attributable to noncontrolling interest — 0.3 — — 0.3 Net income attributable to Kansas City Southern and subsidiaries 107.8 28.3 76.7 (105.0 ) 107.8 Other comprehensive loss (0.1 ) — (0.1 ) 0.1 (0.1 ) Comprehensive income attributable to Kansas City Southern and subsidiaries $ 107.7 $ 28.3 $ 76.6 $ (104.9 ) $ 107.7 Condensed Consolidating Balance Sheets - KCS Notes March 31, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated KCS Assets: Current assets $ 5.2 $ 227.4 $ 406.1 $ (5.7 ) $ 633.0 Investments — 3.8 34.2 — 38.0 Investments in consolidated subsidiaries 3,646.4 494.8 — (4,141.2 ) — Property and equipment (including concession assets), net — 4,256.6 3,878.6 (2.7 ) 8,132.5 Other assets 2,015.4 50.2 253.3 (2,244.2 ) 74.7 Total assets $ 5,667.0 $ 5,032.8 $ 4,572.2 $ (6,393.8 ) $ 8,878.2 Liabilities and equity: Current liabilities $ (329.4 ) $ 877.2 $ 167.4 $ (7.0 ) $ 708.2 Long-term debt 1,800.1 1,440.4 1,267.3 (2,244.2 ) 2,263.6 Deferred income taxes 26.7 1,095.9 210.0 (0.9 ) 1,331.7 Other liabilities 4.0 83.9 17.9 — 105.8 Stockholders’ equity 4,165.6 1,220.5 2,909.6 (4,141.7 ) 4,154.0 Noncontrolling interest — 314.9 — — 314.9 Total liabilities and equity $ 5,667.0 $ 5,032.8 $ 4,572.2 $ (6,393.8 ) $ 8,878.2 Condensed Consolidating Balance Sheets - KCS Notes—(Continued) December 31, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated KCS Assets: Current assets $ 0.9 $ 275.4 $ 381.2 $ (9.5 ) $ 648.0 Investments — 3.9 29.0 — 32.9 Investments in consolidated subsidiaries 3,497.7 493.7 — (3,991.4 ) — Property and equipment (including concession assets), net — 4,203.6 3,868.8 (2.7 ) 8,069.7 Other assets 2,015.5 43.0 252.6 (2,244.2 ) 66.9 Total assets $ 5,514.1 $ 5,019.6 $ 4,531.6 $ (6,247.8 ) $ 8,817.5 Liabilities and equity: Current liabilities $ (501.3 ) $ 1,004.0 $ 252.6 $ (10.9 ) $ 744.4 Long-term debt 1,883.1 1,357.7 1,274.9 (2,244.2 ) 2,271.5 Deferred income taxes 26.9 1,075.3 188.0 (0.9 ) 1,289.3 Other liabilities 4.0 86.3 17.5 — 107.8 Stockholders’ equity 4,101.4 1,181.7 2,798.6 (3,991.8 ) 4,089.9 Noncontrolling interest — 314.6 — — 314.6 Total liabilities and equity $ 5,514.1 $ 5,019.6 $ 4,531.6 $ (6,247.8 ) $ 8,817.5 Condensed Consolidating Statements of Cash Flows - KCS Notes Three Months Ended March 31, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated KCS Operating activities: Net cash provided $ 4.0 $ 86.4 $ 39.2 $ — $ 129.6 Investing activities: Capital expenditures — (110.9 ) (49.2 ) — (160.1 ) Property investments in MSLLC — — (4.2 ) — (4.2 ) Proceeds from repayment of loans to affiliates 2,752.1 — — (2,752.1 ) — Loans to affiliates (2,747.8 ) — — 2,747.8 — Contribution to consolidated affiliates (0.2 ) (0.2 ) — 0.4 — Other investing activities — 0.9 1.0 — 1.9 Net cash provided (used) 4.1 (110.2 ) (52.4 ) (3.9 ) (162.4 ) Financing activities: Proceeds from short-term borrowings 2,747.8 — — — 2,747.8 Repayment of short-term borrowings (2,664.9 ) — — — (2,664.9 ) Dividends paid (35.2 ) — — — (35.2 ) Shares repurchased (55.7 ) — — — (55.7 ) Proceeds from loans from affiliates — 2,747.8 — (2,747.8 ) — Repayment of loans from affiliates — (2,752.1 ) — 2,752.1 — Contribution from affiliates — 0.2 0.2 (0.4 ) — Other financing activities — (0.9 ) (5.8 ) — (6.7 ) Net cash used (8.0 ) (5.0 ) (5.6 ) 3.9 (14.7 ) Cash and cash equivalents: Net increase (decrease) 0.1 (28.8 ) (18.8 ) — (47.5 ) At beginning of year 0.2 32.6 137.8 — 170.6 At end of period $ 0.3 $ 3.8 $ 119.0 $ — $ 123.1 Condensed Consolidating Statements of Cash Flows - KCS Notes—(Continued) Three Months Ended March 31, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated KCS Operating activities: Net cash provided $ 109.9 $ 98.6 $ 49.9 $ (98.4 ) $ 160.0 Investing activities: Capital expenditures — (85.3 ) (36.8 ) — (122.1 ) Purchase or replacement of equipment under operating leases — (4.6 ) — — (4.6 ) Property investments in MSLLC — — (6.6 ) — (6.6 ) Proceeds from repayment of loans to affiliates 4,297.1 — — (4,297.1 ) — Loans to affiliates (4,194.8 ) — — 4,194.8 — Contribution to consolidated affiliates (96.8 ) (0.1 ) (0.1 ) 96.9 (0.1 ) Other investing activities — (4.9 ) 1.8 — (3.1 ) Net cash provided (used) 5.5 (94.9 ) (41.7 ) (5.4 ) (136.5 ) Financing activities: Proceeds from short-term borrowings 4,194.8 — — — 4,194.8 Repayment of short-term borrowings (4,221.0 ) — — — (4,221.0 ) Dividends paid (35.8 ) — (96.7 ) 96.7 (35.8 ) Shares repurchased (51.0 ) — — — (51.0 ) Proceeds from loans from affiliates — 4,194.8 — (4,194.8 ) — Repayment of loans from affiliates — (4,297.1 ) — 4,297.1 — Contribution from affiliates — 96.8 0.1 (96.9 ) — Other financing activities — (1.0 ) (8.6 ) 1.7 (7.9 ) Net cash used (113.0 ) (6.5 ) (105.2 ) 103.8 (120.9 ) Cash and cash equivalents: Net increase (decrease) 2.4 (2.8 ) (97.0 ) — (97.4 ) At beginning of year 0.2 10.2 126.2 — 136.6 At end of period $ 2.6 $ 7.4 $ 29.2 $ — $ 39.2 As of March 31, 2017 , KCSR had outstanding $2.9 million principal amount of senior notes due through 2045 . The senior notes are unsecured obligations of KCSR, and are also jointly and severally and fully and unconditionally guaranteed on an unsecured senior basis by KCS and certain wholly-owned domestic subsidiaries. As a result, the Company is providing the following condensed consolidating financial information (in millions) . Condensed Consolidating Statements of Comprehensive Income - KCSR Notes Three Months Ended March 31, 2017 Parent KCSR Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated KCS Revenues $ — $ 289.2 $ 11.1 $ 318.6 $ (9.4 ) $ 609.5 Operating expenses 1.1 212.9 9.7 184.5 (9.4 ) 398.8 Operating income (loss) (1.1 ) 76.3 1.4 134.1 — 210.7 Equity in net earnings (losses) of affiliates 146.1 (0.1 ) 0.9 3.5 (146.4 ) 4.0 Interest expense (20.6 ) (18.7 ) — (9.1 ) 23.7 (24.7 ) Foreign exchange gain — — — 46.8 — 46.8 Other income, net 23.6 1.1 — 0.5 (24.1 ) 1.1 Income before income taxes 148.0 58.6 2.3 175.8 (146.8 ) 237.9 Income tax expense 1.3 22.6 1.0 66.1 — 91.0 Net income 146.7 36.0 1.3 109.7 (146.8 ) 146.9 Less: Net income attributable to noncontrolling interest — — 0.3 — — 0.3 Net income attributable to Kansas City Southern and subsidiaries 146.7 36.0 1.0 109.7 (146.8 ) 146.6 Other comprehensive income 0.8 — — 1.3 (1.3 ) 0.8 Comprehensive income attributable to Kansas City Southern and subsidiaries $ 147.5 $ 36.0 $ 1.0 $ 111.0 $ (148.1 ) $ 147.4 Three Months Ended March 31, 2016 Parent KCSR Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated KCS Revenues $ — $ 260.6 $ 10.8 $ 300.4 $ (9.1 ) $ 562.7 Operating expenses 1.1 195.6 8.9 178.3 (9.1 ) 374.8 Operating income (loss) (1.1 ) 65.0 1.9 122.1 — 187.9 Equity in net earnings of affiliates 103.7 0.1 1.0 3.4 (104.3 ) 3.9 Interest expense (18.9 ) (21.6 ) — (8.4 ) 25.3 (23.6 ) Foreign exchange loss — — — (3.5 ) — (3.5 ) Other income, net 25.1 0.3 — 0.4 (25.6 ) 0.2 Income before income taxes 108.8 43.8 2.9 114.0 (104.6 ) 164.9 Income tax expense 1.0 17.1 1.4 37.3 — 56.8 Net income 107.8 26.7 1.5 76.7 (104.6 ) 108.1 Less: Net income attributable to noncontrolling interest — — 0.3 — — 0.3 Net income attributable to Kansas City Southern and subsidiaries 107.8 26.7 1.2 76.7 (104.6 ) 107.8 Other comprehensive loss (0.1 ) — — (0.1 ) 0.1 (0.1 ) Comprehensive income attributable to Kansas City Southern and subsidiaries $ 107.7 $ 26.7 $ 1.2 $ 76.6 $ (104.5 ) $ 107.7 Condensed Consolidating Balance Sheets - KCSR Notes March 31, 2017 Parent KCSR Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated KCS Assets: Current assets $ 5.2 $ 221.6 $ 5.8 $ 406.1 $ (5.7 ) $ 633.0 Investments — 3.8 — 34.2 — 38.0 Investments in consolidated subsidiaries 3,646.4 (10.1 ) 492.7 — (4,129.0 ) — Property and equipment (including concession assets), net — 4,079.4 177.2 3,878.6 (2.7 ) 8,132.5 Other assets 2,015.4 50.2 — 253.3 (2,244.2 ) 74.7 Total assets $ 5,667.0 $ 4,344.9 $ 675.7 $ 4,572.2 $ (6,381.6 ) $ 8,878.2 Liabilities and equity: Current liabilities $ (329.4 ) $ 787.4 $ 89.8 $ 167.4 $ (7.0 ) $ 708.2 Long-term debt 1,800.1 1,440.4 — 1,267.3 (2,244.2 ) 2,263.6 Deferred income taxes 26.7 957.4 138.5 210.0 (0.9 ) 1,331.7 Other liabilities 4.0 83.8 0.1 17.9 — 105.8 Stockholders’ equity 4,165.6 1,075.9 132.4 2,909.6 (4,129.5 ) 4,154.0 Noncontrolling interest — — 314.9 — — 314.9 Total liabilities and equity $ 5,667.0 $ 4,344.9 $ 675.7 $ 4,572.2 $ (6,381.6 ) $ 8,878.2 December 31, 2016 Parent KCSR Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated KCS Assets: Current assets $ 0.9 $ 271.8 $ 4.6 $ 381.2 $ (10.5 ) $ 648.0 Investments — 3.9 — 29.0 — 32.9 Investments in consolidated subsidiaries 3,497.7 (9.8 ) 491.7 — (3,979.6 ) — Property and equipment (including concession assets), net — 4,024.5 179.1 3,868.8 (2.7 ) 8,069.7 Other assets 2,015.5 43.0 — 252.6 (2,244.2 ) 66.9 Total assets $ 5,514.1 $ 4,333.4 $ 675.4 $ 4,531.6 $ (6,237.0 ) $ 8,817.5 Liabilities and equity: Current liabilities $ (501.3 ) $ 913.2 $ 91.7 $ 252.6 $ (11.8 ) $ 744.4 Long-term debt 1,883.1 1,357.7 0.1 1,274.9 (2,244.3 ) 2,271.5 Deferred income taxes 26.9 937.7 137.6 188.0 (0.9 ) 1,289.3 Other liabilities 4.0 86.2 0.1 17.5 — 107.8 Stockholders’ equity 4,101.4 1,038.6 131.3 2,798.6 (3,980.0 ) 4,089.9 Noncontrolling interest — — 314.6 — — 314.6 Total liabilities and equity $ 5,514.1 $ 4,333.4 $ 675.4 $ 4,531.6 $ (6,237.0 ) $ 8,817.5 Condensed Consolidating Statements of Cash Flows - KCSR Notes Three Months Ended March 31, 2017 Parent KCSR Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated KCS Operating activities: Net cash provided $ 4.0 $ 86.3 $ 0.1 $ 39.2 $ — $ 129.6 Investing activities: Capital expenditures — (110.9 ) — (49.2 ) — (160.1 ) Property investments in MSLLC — — — (4.2 ) — (4.2 ) Proceeds from repayment of loans to affiliates 2,752.1 — — — (2,752.1 ) — Loans to affiliates (2,747.8 ) — — — 2,747.8 — Contribution to consolidated affiliates (0.2 ) — (0.2 ) — 0.4 — Other investing activities — 0.9 — 1.0 — 1.9 Net cash provided (used) 4.1 (110.0 ) (0.2 ) (52.4 ) (3.9 ) (162.4 ) Financing activities: Proceeds from short-term borrowings 2,747.8 — — — — 2,747.8 Repayment of short-term borrowings (2,664.9 ) — — — — (2,664.9 ) Dividends paid (35.2 ) — — — — (35.2 ) Shares repurchased (55.7 ) — — — — (55.7 ) Proceeds from loans from affiliates — 2,747.8 — — (2,747.8 ) — Repayment of loans from affiliates — (2,752.1 ) — — 2,752.1 — Contribution from affiliates — — 0.2 0.2 (0.4 ) — Other financing activities — (0.8 ) (0.1 ) (5.8 ) — (6.7 ) Net cash provided (used) (8.0 ) (5.1 ) 0.1 (5.6 ) 3.9 (14.7 ) Cash and cash equivalents: Net increase (decrease) 0.1 (28.8 ) — (18.8 ) — (47.5 ) At beginning of year 0.2 32.6 — 137.8 — 170.6 At end of period $ 0.3 $ 3.8 $ — $ 119.0 $ — $ 123.1 Condensed Consolidating Statements of Cash Flows - KCSR Notes—(Continued) Three Months Ended March 31, 2016 Parent KCSR Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated KCS Operating activities: Net cash provided $ 109.9 $ 97.8 $ 0.8 $ 49.9 $ (98.4 ) $ 160.0 Investing activities: Capital expenditures — (85.1 ) (0.2 ) (36.8 ) — (122.1 ) Purchase or replacement of equipment under operating leases — (4.6 ) — — — (4.6 ) Property investments in MSLLC — — — (6.6 ) — (6.6 ) Proceeds from repayment of loans to affiliates 4,297.1 — — — (4,297.1 ) — Loans to affiliates (4,194.8 ) — — — 4,194.8 — Contribution to consolidated affiliates (96.8 ) — (0.1 ) (0.1 ) 96.9 (0.1 ) Other investing activities — (4.9 ) — 1.8 — (3.1 ) Net cash provided (used) 5.5 (94.6 ) (0.3 ) (41.7 ) (5.4 ) (136.5 ) Financing activities: Proceeds from short-term borrowings 4,194.8 — — — — 4,194.8 Repayment of short-term borrowings (4,221.0 ) — — — — (4,221.0 ) Dividends paid (35.8 ) — — (96.7 ) 96.7 (35.8 ) Shares repurchased (51.0 ) — — — — (51.0 ) Proceeds from loans from affiliates — 4,194.8 — — (4,194.8 ) — Repayment of loans from affiliates — (4,297.1 ) — — 4,297.1 — Contribution from affiliates — 96.7 0.1 0.1 (96.9 ) — Other financing activities — (0.9 ) (0.1 ) (8.6 ) 1.7 (7.9 ) Net cash used (113.0 ) (6.5 ) — (105.2 ) 103.8 (120.9 ) Cash and cash equivalents: Net increase (decrease) 2.4 (3.3 ) 0.5 (97.0 ) — (97.4 ) At beginning of year 0.2 10.1 0.1 126.2 — 136.6 At end of period $ 2.6 $ 6.8 $ 0.6 $ 29.2 $ — $ 39.2 |