Edgar Filing: KANSAS CITY SOUTHERN

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2018



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

Commission File Number 1-4717

KANSAS CITY SOUTHERN

(Exact name of registrant as specified in its charter)



Delaware				44-0663509
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)
427 West 12th Street, Kansas City, Missouri				64105
(Address of principal executive offices)				(Zip Code)

816.983.1303

(Registrant’s telephone number, including area code)

No Change

(Former name, former address and former fiscal year, if changed since last report.)

____________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.



Class		July 13, 2018
Common Stock, $0.01 per share par value		102,159,153 Shares

Kansas City Southern and Subsidiaries

Form 10-Q

June 30, 2018

Index



		Page
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	2
	Consolidated Statements of Income — Three and six months ended June 30, 2018 and 2017	2
	Consolidated Statements of Comprehensive Income — Three and six months ended June 30, 2018 and 2017	3
	Consolidated Balance Sheets — June 30, 2018 and December 31, 2017	4
	Consolidated Statements of Cash Flows — Six months ended June 30, 2018 and 2017	5
	Notes to the Unaudited Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	37
	SIGNATURES	38

Table of Contents

PART I — FINANCIAL INFORMATION


Item 1.	Financial Statements (unaudited)

Kansas City Southern and Subsidiaries

Consolidated Statements of Income



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2018			2017			2018			2017
	(In millions, except share and per share amounts) (Unaudited)
Revenues	$	682.4		$	656.4		$	1,321.0		$	1,265.9
Operating expenses:
Compensation and benefits	122.3			125.2			243.9			242.6
Purchased services	49.5			51.4			96.6			100.2
Fuel	85.5			78.9			166.8			154.3
Mexican fuel excise tax credit	(8.0		)	(12.8		)	(17.2		)	(24.5		)
Equipment costs	30.7			31.2			62.9			62.4
Depreciation and amortization	86.3			80.4			169.6			159.7
Materials and other	70.3			62.8			133.9			121.2
Total operating expenses	436.6			417.1			856.5			815.9
Operating income	245.8			239.3			464.5			450.0
Equity in net earnings of affiliates	1.0			2.9			2.0			6.9
Interest expense	(28.0		)	(25.0		)	(53.5		)	(49.7		)
Debt retirement costs	(2.2		)	—			(2.2		)	—
Foreign exchange gain (loss)	(21.0		)	14.2			6.8			61.0
Other income (expense), net	0.5			(0.1		)	0.2			1.0
Income before income taxes	196.1			231.3			417.8			469.2
Income tax expense	47.4			96.6			124.2			187.6
Net income	148.7			134.7			293.6			281.6
Less: Net income attributable to noncontrolling interest	0.5			0.3			0.9			0.6
Net income attributable to Kansas City Southern and subsidiaries	148.2			134.4			292.7			281.0
Preferred stock dividends	—			—			0.1			0.1
Net income available to common stockholders	$	148.2		$	134.4		$	292.6		$	280.9

Earnings per share:
Basic earnings per share	$	1.45		$	1.27		$	2.86		$	2.66
Diluted earnings per share	$	1.45		$	1.27		$	2.85		$	2.65

Average shares outstanding (in thousands):
Basic	102,092			105,473			102,332			105,792
Potentially dilutive common shares	400			285			401			250
Diluted	102,492			105,758			102,733			106,042

See accompanying notes to the unaudited consolidated financial statements.

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Kansas City Southern and Subsidiaries

Consolidated Statements of Comprehensive Income



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2018			2017			2018		2017
	(In millions) (Unaudited)
Net income	$	148.7		$	134.7		$	293.6	$	281.6
Other comprehensive income (loss):
Unrealized gain (loss) on interest rate derivative instruments during the period, net of tax of $0.5 million, $(1.5) million, $2.1 million and $(1.5) million, respectively	1.5			(2.3		)	6.0		(2.3		)
Foreign currency translation adjustments, net of tax of $0.3 million and $0.8 million, respectively, for 2017	(1.2		)	0.5			—		1.3
Other comprehensive income (loss)	0.3			(1.8		)	6.0		(1.0		)
Comprehensive income	149.0			132.9			299.6		280.6
Less: Comprehensive income attributable to noncontrolling interest	0.5			0.3			0.9		0.6
Comprehensive income attributable to Kansas City Southern and subsidiaries	$	148.5		$	132.6		$	298.7	$	280.0

See accompanying notes to the unaudited consolidated financial statements.

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Kansas City Southern and Subsidiaries

Consolidated Balance Sheets



	June 30, 2018			December 31, 2017
	(In millions, except share and per share amounts)
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	61.1		$	134.1
Accounts receivable, net	250.0			237.8
Materials and supplies	154.0			150.8
Other current assets	62.7			157.4
Total current assets	527.8			680.1
Investments	45.6			44.6
Property and equipment (including concession assets), net	8,595.7			8,403.8
Other assets	94.0			70.2
Total assets	$	9,263.1		$	9,198.7
LIABILITIES AND EQUITY
Current liabilities:
Long-term debt due within one year	$	10.8		$	38.8
Short-term borrowings	—			345.1
Accounts payable and accrued liabilities	430.1			587.8
Total current liabilities	440.9			971.7
Long-term debt	2,682.3			2,235.5
Deferred income taxes	1,020.8			987.2
Other noncurrent liabilities and deferred credits	122.9			138.9
Total liabilities	4,266.9			4,333.3
Stockholders’ equity:
$25 par, 4% noncumulative, preferred stock, 840,000 shares authorized, 649,736 shares issued, 242,170 shares outstanding	6.1			6.1
$.01 par, common stock, 400,000,000 shares authorized; 123,352,185 shares issued; 102,126,882 and 103,036,805 shares outstanding at June 30, 2018 and December 31, 2017, respectively	1.0			1.0
Additional paid-in capital	946.4			943.3
Retained earnings	3,731.7			3,611.4
Accumulated other comprehensive loss	(7.6		)	(12.9		)
Total stockholders’ equity	4,677.6			4,548.9
Noncontrolling interest	318.6			316.5
Total equity	4,996.2			4,865.4
Total liabilities and equity	$	9,263.1		$	9,198.7

See accompanying notes to the unaudited consolidated financial statements.

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Kansas City Southern and Subsidiaries

Consolidated Statements of Cash Flows



	Six Months Ended
	June 30,
	2018			2017
	(In millions) (Unaudited)
Operating activities:
Net income	$	293.6		$	281.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	169.6			159.7
Deferred income taxes	31.5			99.2
Equity in net earnings of affiliates	(2.0		)	(6.9		)
Share-based compensation	11.6			10.5
Distributions from affiliates	2.5			5.0
Settlement of foreign currency derivative instruments	12.0			(23.7		)
Gain on foreign currency derivative instruments	(4.1		)	(42.2		)
Mexican fuel excise tax credit	(17.2		)	(24.5		)
Deemed mandatory repatriation tax	(4.0		)	—
Changes in working capital items:
Accounts receivable	(17.2		)	(42.2		)
Materials and supplies	1.8			(3.3		)
Other current assets	(4.1		)	(20.7		)
Accounts payable and accrued liabilities	(41.0		)	34.0
Other, net	(7.2		)	(9.6		)
Net cash provided by operating activities	425.8			416.9

Investing activities:
Capital expenditures	(267.3		)	(285.4		)
Purchase or replacement of equipment under operating leases	(98.9		)	(21.9		)
Property investments in MSLLC	(20.4		)	(19.7		)
Investments in and advances to affiliates	(6.3		)	(6.6		)
Proceeds from disposal of property	5.7			5.5
Other, net	3.0			(9.3		)
Net cash used for investing activities	(384.2		)	(337.4		)

Financing activities:
Proceeds from short-term borrowings	3,955.0			5,901.5
Repayment of short-term borrowings	(4,303.1		)	(5,781.9		)
Proceeds from issuance of long-term debt	499.4			—
Repayment of long-term debt	(76.0		)	(12.7		)
Dividends paid	(74.1		)	(70.3		)
Shares repurchased	(108.5		)	(120.4		)
Debt issuance and retirement costs paid	(8.0		)	—
Proceeds from employee stock plans	0.7			—
Net cash used for financing activities	(114.6		)	(83.8		)
Cash and cash equivalents:
Net decrease during each period	(73.0		)	(4.3		)
At beginning of year	134.1			170.6
At end of period	$	61.1		$	166.3

See accompanying notes to the unaudited consolidated financial statements.

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Kansas City Southern and Subsidiaries

Notes to the Unaudited Consolidated Financial Statements

For purposes of this report, “KCS” or the “Company” may refer to Kansas City Southern or, as the context requires, to one or more subsidiaries of Kansas City Southern.

1. Basis of Presentation

In the opinion of the management of KCS, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal and recurring adjustments) necessary to reflect a fair statement of the results for interim periods in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. The results of operations for the three and six months ended June 30, 2018, are not necessarily indicative of the results to be expected for the full year ending December 31, 2018. Certain prior year amounts have been reclassified to conform to the current year presentation.

During the first quarter of 2018, the Company adopted Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers, which is also known as Accounting Standard Codification ("ASC") Topic 606, for all contracts, using the modified retrospective method. Results from reporting periods beginning after January 1, 2018, are presented under ASC Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company's historical accounting under ASC Topic 605, Revenue Recognition. The adoption of this guidance did not have a significant impact on the Company's consolidated financial statements; thus no adjustment was made to the opening balance of equity at January 1, 2018. See Note 3 - Revenue for additional information.

During the first quarter of 2018, the Company adopted ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows for a reclassification from accumulated other comprehensive loss to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The Company applied the guidance as of the beginning of the period of adoption and reclassified $0.7 million, due to the change in federal corporate tax rate, from accumulated other comprehensive loss to retained earnings. It is the Company’s policy to release income tax effects from accumulated other comprehensive loss using the portfolio approach.

2. New Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases, which requires lessees to recognize for all leases a right-to-use asset and a lease obligation in the consolidated balance sheet. Expenses are recognized in the consolidated statement of income in a manner similar to current accounting guidance. Lessees are permitted to make an accounting policy election to not recognize an asset and liability for leases with a term of twelve months or less. Lessor accounting under the new standard is substantially unchanged. Additional qualitative and quantitative disclosures, including significant judgments made by management, will be required. The new standard will become effective for the Company beginning with the first quarter 2019. The Company plans to adopt the accounting standard using a prospective transition approach tentatively approved by the FASB in March 2018, which applies the provisions of the new guidance at the effective date without adjusting the comparative periods presented. The Company continues to assess the contractual arrangements that may qualify as a lease under the new standard and is implementing a lease accounting system. At December 31, 2017, KCS disclosed approximately $282 million of undiscounted operating leases in the leases and debt maturities table within Note 11, Long-Term Debt in the Company’s most recent Form 10-K and will evaluate those contracts as well as other existing arrangements to determine if they qualify for lease accounting under the new standard. The Company is continuing to evaluate the impacts the adoption of this accounting guidance will have on the consolidated financial statements.

3. Revenue

Significant Accounting Policy

The primary performance obligation for the Company is to move customers’ freight from an origin to a destination. A performance obligation is created when a customer under a transportation contract or public tariff submits a bill of lading for the transport of goods. The Company recognizes revenue proportionally as a shipment moves from origin to destination, using the distance shipped to measure progress, as the customer simultaneously receives and consumes the benefit over time. Related expenses are recognized as incurred. Revenue associated with in-transit shipments at period end is recognized based on the distance shipped as of the balance sheet date. Payment is received at or shortly after the performance obligation is satisfied.

The transaction price is generally in the form of a fixed fee determined at the inception of the transportation contract or the inception of the bill of lading. Certain customer agreements have variable consideration that are based on milestone achievements in

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Kansas City Southern and Subsidiaries

Notes to the Unaudited Consolidated Financial Statements—(Continued)

the form of rebates, discounts or incentives. The Company makes judgments to determine whether the variable consideration is probable of occurring and should be included in the estimated transaction price at the beginning of the period to apply a more consistent rate throughout the year based on an analysis of historical experience with the customer, forecasted shipments and other economic indicators. The Company adjusts the estimate on a quarterly basis.

Other revenues, including switching, storage, and demurrage are distinct services and are recognized as services are performed or as contractual obligations are fulfilled. The consideration for other revenue is allocated between the separate services based upon the stand-alone transaction price.

Disaggregation of Revenue

The following table presents revenues disaggregated by the major commodity groups as well as the product types included within the major commodity groups (in millions). The Company believes disaggregation by product type best depicts how cash flows are affected by economic factors. See Note 14 for revenues by geographical area.



	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2018 (ASC 606)		2017 (ASC 605)		2018 (ASC 606)		2017 (ASC 605)
Chemical & Petroleum
Chemicals	$	60.4	$	56.0	$	118.1	$	110.6
Petroleum	57.8		50.8		106.8		89.6
Plastics	39.6		32.0		72.6		65.1
Total	157.8		138.8		297.5		265.3

Industrial & Consumer Products
Forest Products	69.2		62.2		134.5		125.7
Metals & Scrap	54.0		57.3		107.8		111.6
Other	29.5		29.1		56.7		51.4
Total	152.7		148.6		299.0		288.7

Agriculture & Minerals
Grain	75.4		73.1		140.6		139.3
Food Products	36.3		38.1		72.5		76.4
Ores & Minerals	5.8		4.8		10.7		9.1
Stone, Clay & Glass	7.6		7.4		14.7		14.9
Total	125.1		123.4		238.5		239.7

Energy
Utility Coal	23.9		39.0		53.2		81.8
Coal & Petroleum Coke	11.2		10.3		21.4		21.3
Frac Sand	10.5		14.0		21.6		24.7
Crude Oil	10.9		7.2		21.6		11.7
Total	56.5		70.5		117.8		139.5

Intermodal	93.7		90.6		184.6		174.1

Automotive	67.3		57.5		127.1		108.8

Total Freight Revenues	653.1		629.4		1,264.5		1,216.1

Other Revenue	29.3		27.0		56.5		49.8

Total Revenues	$	682.4	$	656.4	$	1,321.0	$	1,265.9

Major customers

No individual customer makes up greater than 10% of total consolidated revenues.

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Kansas City Southern and Subsidiaries

Notes to the Unaudited Consolidated Financial Statements—(Continued)

Contract Balances

The amount of revenue recognized in the second quarter of 2018 from performance obligations partially satisfied in previous periods was $23.1 million. The performance obligations that were unsatisfied or partially satisfied as of June 30, 2018, were $25.8 million, which represents in-transit shipments that are fully satisfied the following month.

A receivable is any unconditional right to consideration, and is recognized as shipments have been completed and the relating performance obligation has been fully satisfied. At June 30, 2018, and December 31, 2017, the accounts receivable, net balance was $250.0 million and $237.8 million, respectively. Contract assets represent a conditional right to consideration in exchange for goods or services. The Company did not have any contract assets at June 30, 2018, and December 31, 2017.

Contract liabilities represent advance consideration received from customers, and are recognized as revenue over time as the relating performance obligation is satisfied. The amount of revenue recognized in the second quarter of 2018 that was included in the opening contract liability balance was $9.1 million. The Company has recognized contract liabilities within the accounts payable and accrued liabilities financial statement caption on the balance sheet. These are considered current liabilities as they will be settled in less than 12 months.

The following tables summarize the changes in contract liabilities (in millions):



Contract liabilities	Three Months Ended June 30,						Six Months Ended June 30,
	2018 (ASC 606)			2017 (ASC 605)			2018 (ASC 606)			2017 (ASC 605)
Beginning balance	$	20.0		$	8.0		$	26.8		$	13.7
Revenue recognized that was included in the contract liability balance at the beginning of the period	(9.1		)	(7.1		)	(18.5		)	(13.6		)
Increases due to cash received, excluding amounts recognized as revenue during the period	5.7			5.0			8.3			5.8
Ending balance	$	16.6		$	5.9		$	16.6		$	5.9

4. Hurricane Harvey

In late August 2017, Hurricane Harvey made landfall on the Texas coast and caused flood damage to the Company’s track infrastructure and significantly disrupted the Company’s rail service. The Company filed a claim in the fourth quarter of 2017 under its insurance program for property damage, incremental expenses, and lost profits caused by Hurricane Harvey. In the third quarter of 2017, the Company recognized a receivable for probable insurance recovery offsetting the impact of incremental expenses recognized in the quarter. The recognition of remaining probable insurance recoveries in excess of incremental expenses and self-insured retention represents a contingent gain that will be recognized when all contingencies have been resolved, which generally occurs at the time of final settlement or when nonrefundable cash payments are received.

5. Income Taxes

On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (the “Tax Reform Act”). The legislation significantly changed U.S. tax law by, among other things, lowering corporate income tax rates, implementing a territorial tax system and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries. The Tax Reform Act permanently reduced the U.S. corporate income tax rate from a maximum of 35% to a 21% rate, effective January 1, 2018.

While the Tax Reform Act provides for a territorial tax system, beginning in 2018, it includes the global intangible low-taxed income (“GILTI”) provision. The Company elected to account for GILTI tax in the period in which it is incurred. The GILTI provisions require the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. The GILTI tax expense is caused by two aspects of U.S. foreign tax credit limitation provisions. First, required allocations of interest expense to the GILTI income effectively renders the expense non-deductible. Secondly, U.S. income tax return income inclusion of the foreign taxes paid on the GILTI income is subject to U.S. tax without any associated foreign tax credit, resulting in incremental U.S. income tax. As a result of the GILTI provisions, the Company’s effective tax rate increased by 0.9% and 2.0% for the three and six months ended June 30, 2018, respectively.

On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform Act. The Company recognized provisional tax impacts related to the deemed repatriated earnings and the revaluation of deferred tax assets and liabilities

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Kansas City Southern and Subsidiaries

Notes to the Unaudited Consolidated Financial Statements—(Continued)

in its consolidated financial statements for the year ended December 31, 2017. The ultimate impact may differ from those provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of the Tax Reform Act. Any adjustments made to the provisional amounts under SAB 118 should be recorded as discrete adjustments in the period identified (not to extend beyond the one-year measurement provided in SAB 118).

On April 2, 2018, the Internal Revenue Service (“IRS”) issued guidance on how to determine, report and pay the repatriation tax on deemed repatriated earnings of foreign subsidiaries provided in the Tax Reform Act and included in the consolidated financial statements for the year ended December 31, 2017. During the three months ended June 30, 2018, the Company recognized a $4.3 million discrete tax benefit resulting from the additional guidance. The deemed repatriated earnings and the revaluation of deferred tax assets and liabilities are provisional as of June 30, 2018. The accounting is expected to be completed when the 2017 U.S. corporate income tax return is filed in 2018.

6. Earnings Per Share Data

Basic earnings per common share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share adjusts basic earnings per common share for the effects of potentially dilutive common shares, if the effect is not anti-dilutive. Potentially dilutive common shares include the dilutive effects of shares issuable under the stock option and performance award plans.

The following table reconciles the basic earnings per share computation to the diluted earnings per share computation (in millions, except share and per share amounts):



	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2018		2017		2018		2017
Net income available to common stockholders for purposes of computing basic and diluted earnings per share	$	148.2	$	134.4	$	292.6	$	280.9
Weighted-average number of shares outstanding (in thousands):
Basic shares	102,092		105,473		102,332		105,792
Effect of dilution	400		285		401		250
Diluted shares	102,492		105,758		102,733		106,042
Earnings per share:
Basic earnings per share	$	1.45	$	1.27	$	2.86	$	2.66
Diluted earnings per share	$	1.45	$	1.27	$	2.85	$	2.65

Potentially dilutive shares excluded from the calculation (in thousands):



Stock options excluded as their inclusion would be anti-dilutive	93	111	100	210

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Kansas City Southern and Subsidiaries

Notes to the Unaudited Consolidated Financial Statements—(Continued)

7. Property and Equipment (including Concession Assets)

Property and equipment, including concession assets, and related accumulated depreciation and amortization are summarized below (in millions):



	June 30, 2018		December 31, 2017
Land	$	218.7	$	218.6
Concession land rights	141.2		141.2
Road property	7,489.4		7,557.1
Equipment	2,695.7		2,534.9
Technology and other	260.4		229.1
Construction in progress	223.4		223.7
Total property	11,028.8		10,904.6
Accumulated depreciation and amortization	2,433.1		2,500.8
Property and equipment (including concession assets), net	$	8,595.7	$	8,403.8

Concession assets, net of accumulated amortization of $602.3 million and $638.2 million, totaled $2,233.1 million and $2,208.1 million at June 30, 2018 and December 31, 2017, respectively.

8. Fair Value Measurements

The Company’s derivative financial instruments are measured at fair value on a recurring basis and consist of foreign currency forward and option contracts and treasury lock agreements, which are classified as Level 2 valuations. The Company determines the fair value of its derivative financial instrument positions based upon pricing models using inputs observed from actively quoted markets and also takes into consideration the contract terms as well as other inputs, including market currency exchange rates and in the case of option contracts, volatility, the risk-free interest rate and the time to expiration.

The Company’s short-term financial instruments include cash and cash equivalents, accounts receivable, accounts payable and short-term borrowings. The carrying value of the short-term financial instruments approximates their fair value.

The fair value of the Company’s debt is estimated using quoted market prices when available. When quoted market prices are not available, fair value is estimated based on current market interest rates for debt with similar maturities and credit quality. The carrying value of the Company’s debt was $2,693.1 million and $2,274.3 million at June 30, 2018 and December 31, 2017, respectively. If the Company’s debt were measured at fair value, the fair value measurements of the individual debt instruments would have been classified as Level 2 in the fair value hierarchy.

The fair value of the Company’s financial instruments is presented in the following table (in millions):



	June 30, 2018		December 31, 2017
	Level 2		Level 2
Assets
Foreign currency derivative instruments	$	—	$	7.9
Treasury lock agreements	2.5		—
Liabilities
Debt instruments	2,656.8		2,377.8
Treasury lock agreements	—		5.6

9. Derivative Instruments

The Company enters into derivative transactions in certain situations based on management’s assessment of current market conditions and perceived risks. Management intends to respond to evolving business and market conditions and in doing so, may enter into such transactions as deemed appropriate.

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Kansas City Southern and Subsidiaries

Notes to the Unaudited Consolidated Financial Statements—(Continued)

Credit Risk. As a result of the use of derivative instruments, the Company is exposed to counterparty credit risk. The Company manages this risk by limiting its counterparties to large financial institutions which meet the Company’s credit rating standards and have an established banking relationship with the Company. As of June 30, 2018, the Company did not expect any losses as a result of default of its counterparties.

Interest Rate Derivative Instruments. In May 2017, the Company executed four treasury lock agreements with an aggregate notional value of $275.0 million and a weighted average interest rate of 2.85%. The purpose of the treasury locks is to hedge the U.S. Treasury benchmark interest rate associated with future interest payments related to the anticipated refinancing of the $275.0 million, 2.35% senior notes due May 15, 2020. The Company has designated the treasury locks as cash flow hedges and recorded unrealized gains and losses in accumulated other comprehensive loss. Upon settlement, the unrealized gain or loss in accumulated other comprehensive income will be amortized to interest expense over the life of the future underlying debt issuance.

Foreign Currency Derivative Instruments. The Company’s Mexican subsidiaries have net U.S. dollar-denominated monetary liabilities which, for Mexican income tax purposes, are subject to periodic revaluation based on changes in the value of the Mexican peso against the U.S. dollar. This revaluation creates fluctuations in the Company’s Mexican income tax expense and the amount of income taxes paid in Mexico. The Company hedges its exposure to this cash tax risk by entering into foreign currency forward contracts and foreign currency option contracts known as zero-cost collars.

The foreign currency forward contracts involve the Company’s purchase of pesos at an agreed-upon weighted-average exchange rate to each U.S dollar. The zero-cost collars involve the Company’s purchase of a Mexican peso call option and a simultaneous sale of a Mexican peso put option, with equivalent U.S. dollar notional amounts for each option and no net cash premium paid by the Company. The Company’s foreign currency forward and zero-cost collar contracts are executed with counterparties in the U.S. and are governed by an International Swaps and Derivatives Association agreement that includes standard netting arrangements. Asset and liability positions from contracts with the same counterparty are net settled upon maturity/expiration and presented on a net basis in the consolidated balance sheets prior to settlement.

Below is a summary of the Company’s 2018 and 2017 foreign currency derivative contracts (amounts in millions, except Ps./USD):



Foreign currency forward contracts
	Contracts to purchase Ps./pay USD								Offsetting contracts to sell Ps./receive USD
	Notional amount		Notional amount		Weighted-average exchange rate (in Ps./USD)		Maturity date		Notional amount		Notional amount		Weighted-average exchange rate (in Ps./USD)		Maturity date	Cash received/(paid) on settlement
Contracts executed in 2016 and settled in 2017	$	340.0	Ps.	6,207.7	Ps.	18.3	1/17/2017		$	287.0	Ps.	6,207.7	Ps.	21.6	1/17/2017	$	(53.0	)

Foreign currency zero-cost collar contracts
	Notional amount		Weighted-average call rate outstanding options (in Ps./USD)		Weighted-average put rate outstanding options (in Ps./USD)		Cash received/(paid) on settlement
Contracts executed in 2018 and outstanding	$	215.0	Ps.	19.3	Ps.	22.2	—
Contracts executed in 2018 and settled in 2018	$	125.0					$	2.0
Contracts executed in 2017 and settled in 2018	$	80.0					$	10.0
Contracts executed in 2017 and settled in 2017 (i)	$	450.0					$	42.2

(i) During the first half of 2017, the Company settled $310.0 million of zero-cost collar contracts, resulting in cash received of $29.3 million.

The Company has not designated any of the foreign currency derivative contracts as hedging instruments for accounting purposes. The Company measures the foreign currency derivative contracts at fair value each period and recognizes any change in fair value in foreign exchange gain (loss) within the consolidated statements of income. The cash flows associated with these instruments is classified as an operating activity within the consolidated statements of cash flows.

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Kansas City Southern and Subsidiaries

Notes to the Unaudited Consolidated Financial Statements—(Continued)

The following tables present the fair value of derivative instruments included in the Consolidated Balance Sheets (in millions):



	Derivative Assets
	Balance Sheet Location	June 30, 2018		December 31, 2017
Derivatives designated as hedging instruments:
Treasury lock agreements	Other assets	$	2.5	$	—
Total derivatives designated as hedging instruments		2.5		—
Derivatives not designated as hedging instruments:
Foreign currency zero-cost collar contracts	Other current assets	$	—	$	7.9
Total derivatives not designated as hedging instruments		—		7.9
Total derivative assets		$	2.5	$	7.9



	Derivative Liabilities
	Balance Sheet Location	June 30, 2018		December 31, 2017
Derivatives designated as hedging instruments:
Treasury lock agreements	Other noncurrent liabilities and deferred credits	$	—	$	5.6
Total derivatives designated as hedging instruments		—		5.6
Total derivative liabilities		$	—	$	5.6

The following tables summarize the gross and net fair value of derivative assets and liabilities (in millions):



Offsetting of Derivative Assets
As of June 30, 2018	Gross Assets		Gross Liabilities			Net Amounts Presented in the Consolidated Balance Sheets
Derivatives subject to a master netting arrangement or similar agreement	$	2.9	$	(2.9	)	$	—
As of December 31, 2017
Derivatives subject to a master netting arrangement or similar agreement	$	7.9	$	—		$	7.9



Offsetting of Derivative Liabilities
As of June 30, 2018	Gross Liabilities			Gross Assets		Net Amounts Presented in the Consolidated Balance Sheets
Derivatives subject to a master netting arrangement or similar agreement	$	(2.9	)	$	2.9	$	—
As of December 31, 2017
Derivatives subject to a master netting arrangement or similar agreement	$	—		$	—	$	—

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Kansas City Southern and Subsidiaries

Notes to the Unaudited Consolidated Financial Statements—(Continued)

The following table presents the effects of derivative instruments on the Consolidated Statements of Income and Consolidated Statements of Comprehensive Income (in millions):



Derivatives in Cash Flow Hedging Relationships		Amount of Gain/(Loss) Recognized in OCI on Derivative
		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2018			2017			2018		2017
Treasury lock agreements		$	2.0		$	(3.8	)	$	8.1	$	(3.8	)
Total		$	2.0		$	(3.8	)	$	8.1	$	(3.8	)

Derivatives Not Designated as Hedging Instruments	Location of Gain/(Loss) Recognized in Income on Derivative	Amount of Gain/(Loss) Recognized in Income on Derivative
		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2018			2017			2018		2017
Foreign currency zero-cost collar contracts	Foreign exchange gain (loss)	$	(12.4	)	$	8.3		$	4.1	$	54.1
Foreign currency forward contracts	Foreign exchange gain (loss)	—			—			—		(11.9		)
Total		$	(12.4	)	$	8.3		$	4.1	$	42.2

10. Short-Term Borrowings

Commercial Paper. The Company’s commercial paper program generally serves as the primary means of short-term funding. As of June 30, 2018, KCS had no commercial paper outstanding as all of the outstanding commercial paper was repaid with a portion of the proceeds from the issuance of new senior notes issued in May 2018 (see Note 11). As of December 31, 2017, KCS had $345.1 million of commercial paper outstanding, net of $0.1 million discount, at a weighted-average interest rate of 1.846%.

11. Long-Term Debt

Senior Notes

On May 3, 2018, KCS issued $500.0 million principal amount of senior unsecured notes due May 1, 2048 (the “4.700% Senior Notes”), which bear interest semiannually at a fixed annual rate of 4.700%. The 4.700% Senior Notes were issued at a discount to par value, resulting in a $0.6 million discount and a yield to maturity of 4.707%. The net proceeds from the offering were used to repay the outstanding commercial paper issued by KCS, repay a locomotive lease and certain equipment loans, and for general corporate purposes. The 4.700% Senior Notes are redeemable at the issuer’s option, in whole or in part, at any time, by paying the greater of either 100% of the principal amount to be redeemed or a formula price based on interest rates prevailing at the time of redemption and time remaining to maturity.

The 4.700% Senior Notes include certain covenants which are customary for this type of debt instrument issued by borrowers with similar credit ratings. The 4.700% Senior Notes are unsecured and unsubordinated obligations of the Company and are unconditionally guaranteed, jointly and severally, by The Kansas City Southern Railway Company (“KCSR”) and each current and future domestic subsidiary of KCS that guarantees the KCS revolving credit facility or certain other debt of KCS or a note guarantor.

On May 3, 2018, Kansas City Southern de México, S.A. de C.V. (“KCSM”) repurchased $5.3 million of the remaining $10.9 million aggregate principal amount of its 3.0% senior unsecured notes due May 15, 2023, at a discounted price equal to 95.91% of the principal amount. As a result, the Company recognized a debt retirement benefit of $0.2 million within debt retirement costs in the consolidated statements of income.

Financing Agreements

During May 2018, the Company paid the remaining $23.0 million and $19.1 million principal amounts under its locomotive financing agreements with Export Development Canada and DVB Bank AG, respectively, using a portion of the proceeds from the issuance of the 4.700% Senior Notes. As a result of the early repayment, the Company recognized $2.4 million in debt retirement costs in the consolidated statements of income.

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Kansas City Southern and Subsidiaries

Notes to the Unaudited Consolidated Financial Statements—(Continued)

12. Equity

The following tables summarize the changes in equity (in millions):



	Three Months Ended June 30, 2018								Three Months Ended June 30, 2017
	Kansas City Southern Stockholders’ Equity			Noncontrolling Interest		Total Equity			Kansas City Southern Stockholders’ Equity			Noncontrolling Interest		Total Equity
Beginning balance	$	4,614.5		$	316.9	$	4,931.4		$	4,154.0		$	314.9	$	4,468.9
Net income	148.2			0.5		148.7			134.4			0.3		134.7
Other comprehensive income (loss)	0.3			—		0.3			(1.8		)	—		(1.8		)
Contribution from noncontrolling interest	—			1.2		1.2			—			—		—
Dividends on common stock	(36.8		)	—		(36.8		)	(34.9		)	—		(34.9		)
Share repurchases	(54.5		)	—		(54.5		)	(64.7		)	—		(64.7		)
Options exercised and stock subscribed, net of shares withheld for employee taxes	0.1			—		0.1			(0.1		)	—		(0.1		)
Share-based compensation	5.8			—		5.8			5.7			—		5.7
Ending balance	$	4,677.6		$	318.6	$	4,996.2		$	4,192.6		$	315.2	$	4,507.8



	Six Months Ended June 30, 2018								Six Months Ended June 30, 2017
	Kansas City Southern Stockholders’ Equity			Noncontrolling Interest		Total Equity			Kansas City Southern Stockholders’ Equity			Noncontrolling Interest		Total Equity
Beginning balance	$	4,548.9		$	316.5	$	4,865.4		$	4,089.9		$	314.6	$	4,404.5
Cumulative-effect adjustment (i)	—			—		—			2.5			—		2.5
Net income	292.7			0.9		293.6			281.0			0.6		281.6
Other comprehensive income (loss)	6.0			—		6.0			(1.0		)	—		(1.0		)
Contribution from noncontrolling interest	—			1.2		1.2			—			—		—
Dividends on common stock	(73.7		)	—		(73.7		)	(69.9		)	—		(69.9		)
Dividends on $25 par preferred stock	(0.1		)	—		(0.1		)	(0.1		)	—		(0.1		)
Share repurchases	(108.5		)	—		(108.5		)	(120.4		)	—		(120.4		)
Options exercised and stock subscribed, net of shares withheld for employee taxes	0.7			—		0.7			0.1			—		0.1
Share-based compensation	11.6			—		11.6			10.5			—		10.5
Ending balance (ii)	$	4,677.6		$	318.6	$	4,996.2		$	4,192.6		$	315.2	$	4,507.8


(i)	The Company recognized a $2.5 million net cumulative-effect adjustment to equity as of January 1, 2017, due to the adoption of ASU 2016-09, Improvements to Employee Share-Based Payment Accounting.

(ii) The Company reclassified $0.7 million of stranded tax effects out of accumulated other comprehensive loss and into retained earnings during the first quarter of 2018, due to the adoption of ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. For additional discussion, see Note 1 - Basis of Presentation.

Share Repurchase Program

In August 2017, the Company announced a new share repurchase program authorizing the Company to repurchase up to $800.0 million of its outstanding shares of common stock through June 30, 2020 (the “2017 Program”). Share repurchases under the 2017 Program may be made in the open market, through privately negotiated transactions, or through an accelerated share repurchase

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Kansas City Southern and Subsidiaries

Notes to the Unaudited Consolidated Financial Statements—(Continued)

(“ASR”) program limited to $200.0 million. The Company entered into and settled an ASR program for the full ASR amount authorized under the 2017 Program during the second half of 2017.

During the three months ended June 30, 2018, KCS repurchased 503,344 shares of common stock for $54.5 million at an average price of $108.35 per share. During the six months ended June 30, 2018, KCS repurchased 1,003,377 shares of common stock for $108.5 million at an average price of $108.17 per share. Since inception of the 2017 Program, KCS has repurchased 3,422,846 shares of common stock for $363.7 million at an average price of $106.27 per share. The excess of repurchase price over par value is allocated between additional paid-in capital and retained earnings.

Cash Dividends on Common Stock

On May 18, 2018, the Company’s Board of Directors declared a cash dividend of $0.36 per share payable on July 5, 2018, to common stockholders of record as of June 11, 2018. The aggregate amount of the dividend declared for the three and six months ended June 30, 2018 was $36.8 million and $73.7 million, respectively.

The following table presents the amount of cash dividends declared per common share by the Company’s Board of Directors:



	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2018		2017		2018		2017
Cash dividends declared per common share	$	0.36	$	0.33	$	0.72	$	0.66

13. Commitments and Contingencies

Concession Duty. Under KCSM’s 50-year railroad concession from the Mexican government (the “Concession”), which could expire in 2047 unless extended, KCSM pays annual concession duty expense of 1.25% of gross revenues. For the three and six months ended June 30, 2018, the concession duty expense, which is recorded within materials and other in operating expenses, was $4.6 million and $8.7 million, respectively, compared to $4.3 million and $8.5 million for the same periods in 2017.

Litigation. The Company is a party to various legal proceedings and administrative actions, all of which are of an ordinary, routine nature and incidental to its operations. Included in these proceedings are various tort claims brought by current and former employees for job-related injuries and by third parties for injuries related to railroad operations. KCS aggressively defends these matters and has established liability provisions, which management believes are adequate to cover expected costs. Although it is not possible to predict the outcome of any legal proceeding, in the opinion of management, such proceedings and actions should not, individually, or in the aggregate, have a material adverse effect on the Company’s consolidated financial statements.

Environmental Liabilities. The Company’s U.S. operations are subject to extensive federal, state and local environmental laws and regulations. The major U.S. environmental laws to which the Company is subject include, among others, the federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA,” also known as the Superfund law), the Toxic Substances Control Act, the Federal Water Pollution Control Act, and the Hazardous Materials Transportation Act. CERCLA can impose joint and several liabilities for cleanup and investigation costs, without regard to fault or legality of the original conduct, on current and predecessor owners and operators of a site, as well as those who generate, or arrange for the disposal of, hazardous substances. The Company does not believe that compliance with the requirements imposed by the environmental legislation will impair its competitive capability or result in any material additional capital expenditures, operating or maintenance costs. The Company is, however, subject to environmental remediation costs as described in the following paragraphs.

The Company’s Mexico operations are subject to Mexican federal and state laws and regulations relating to the protection of the environment through the establishment of standards for water discharge, water supply, emissions, noise pollution, hazardous substances and transportation and handling of hazardous and solid waste. The Mexican government may bring administrative and criminal proceedings, impose economic sanctions against companies that violate environmental laws, and temporarily or even permanently close non-complying facilities.

The risk of incurring environmental liability is inherent in the railroad industry. As part of serving the petroleum and chemicals industry, the Company transports hazardous materials and has a professional team available to respond to and handle environmental issues that might occur in the transport of such materials.

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Kansas City Southern and Subsidiaries

Notes to the Unaudited Consolidated Financial Statements—(Continued)

The Company performs ongoing reviews and evaluations of the various environmental programs and issues within the Company’s operations, and, as necessary, takes actions intended to limit the Company’s exposure to potential liability. Although these costs cannot be predicted with certainty, management believes that the ultimate outcome of identified matters will not have a material adverse effect on the Company’s consolidated financial statements.

Personal Injury. The Company’s personal injury liability is based on semi-annual actuarial studies performed on an undiscounted basis by an independent third party actuarial firm and reviewed by management. This liability is based on personal injury claims filed and an estimate of claims incurred but not yet reported. Actual results may vary from estimates due to the number, type and severity of the injury, costs of medical treatments and uncertainties in litigation. Adjustments to the liability are reflected within operating expenses in the period in which changes to estimates are known. Personal injury claims in excess of self-insurance levels are insured up to certain coverage amounts, depending on the type of claim and year of occurrence. The personal injury liability as of June 30, 2018, was based on an updated actuarial study of personal injury claims through May 31, 2018, and review of the June 2018 experience. Although these estimates cannot be predicted with certainty, management believes that the ultimate outcome will not have a material adverse effect on the Company’s consolidated financial statements.

Tax Contingencies. Tax returns filed in the U.S. for periods after 2013 and in Mexico for periods after 2012 remain open to examination by the taxing authorities. In 2018, the IRS initiated an examination of the 2016 U.S. federal tax return. During the first quarter of 2017, the Company received audit assessments from the Servicio de Administración Tributaria (the “SAT”), the Mexican equivalent of the IRS for the KCSM 2009 and 2010 Mexico tax returns. In 2017, the Company commenced administrative actions with the SAT. During the first quarter of 2018, the audit assessments were nullified by the SAT and became final during the second quarter of 2018. The SAT may issue new assessments within four months following the date the nullifications became final. The Company cannot predict if the SAT will issue new audit assessments for the KCSM 2009 and 2010 Mexico tax returns or the basis of any new assessments.

The Company litigated a Value Added Tax (“VAT”) audit assessment from the SAT for KCSM for the year ended December 31, 2005. In November 2016, KCSM was notified of a resolution by the Mexican tax court annulling this assessment. The SAT appealed this resolution to the Mexican circuit court. In September 2017, KCSM was notified of a resolution by the circuit court which ordered the tax court to consider an argument made by KCSM in the original tax court proceeding that was not addressed in the tax court’s November 2016 resolution. In October 2017, the tax court ruled that the arguments made by KCSM asserting that the SAT unduly extended the audit process were not valid, and also annulled the assessment consistent with the tax court’s earlier November 2016 ruling. In December 2017, KCSM and the SAT filed an appeal with the Federal Courts of Appeals. The Company believes it is probable that the court will continue to annul the 2005 VAT assessment. Further, the Company believes it is more likely than not that the SAT will ultimately be precluded from issuing a new 2005 VAT audit assessment. In the unexpected event that the SAT is provided the opportunity to issue a new 2005 VAT audit assessment, the Company cannot predict if the SAT would issue a new assessment or the basis of any new assessment. Accordingly, the Company is not able to estimate any related potential exposure.

KCSM has not historically assessed VAT on international import transportation services provided to its customers based on a written ruling that KCSM obtained from the SAT in 2008 stating that such services were not subject to VAT (the “2008 Ruling”). Notwithstanding the 2008 Ruling, in December 2013, the SAT unofficially informed KCSM of an intended implementation of new criteria effective as of January 1, 2014, pursuant to which VAT would be assessed on all international import transportation services on the portion of the services provided within Mexico. Additionally, in November 2013, the SAT filed an action to nullify the 2008 Ruling, potentially exposing the application of the new criteria to open tax years. In February 2014, KCSM filed an action opposing the SAT’s nullification action. In December 2016, KCSM was notified of a resolution issued by the Mexican tax court confirming the 2008 Ruling. The SAT appealed this resolution. In October 2017, the circuit court resolved to not render a decision on the case but rather to send the SAT’s appeal to the Supreme Court. In February 2018, the Supreme Court decided not to hear the case and remanded the SAT’s appeal back to the circuit court for a decision. In July 2018, the circuit court ordered the tax court to consider certain arguments made by the SAT in the original court proceeding that were not addressed in the tax court’s December 2016 resolution. The Company believes it is more likely than not that it will continue to prevail in this matter. Further, as of the date of this filing, the SAT has not implemented any new criteria regarding this assessment of VAT on international import transportation services. The Company believes it is probable that any unexpected nullification of the 2008 Ruling and the implementation of any new VAT criteria would be applied on a prospective basis, in which case, due to the pass-through nature of VAT, KCSM would begin to assess its customers for VAT on international import transportation services, resulting in no material impact to the Company’s consolidated financial statements.

Contractual Agreements. In the normal course of business, the Company enters into various contractual agreements related to commercial arrangements and the use of other railroads’ or governmental entities’ infrastructure needed for the operations of the business. The Company is involved or may become involved in certain disputes involving transportation rates, product loss or damage,

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Kansas City Southern and Subsidiaries

Notes to the Unaudited Consolidated Financial Statements—(Continued)

charges, and interpretations related to these agreements. While the outcome of these matters cannot be predicted with certainty, the Company believes that, when resolved, these disputes will not have a material effect on its consolidated financial statements.

Credit Risk. The Company continually monitors risks related to economic changes and certain customer receivables concentrations. Significant changes in customer concentration or payment terms, deterioration of customer creditworthiness, bankruptcy, insolvency or liquidation of a customer, or weakening in economic trends could have a significant impact on the collectability of the Company’s receivables and its operating results. If the financial condition of the Company’s customers were to deteriorate and result in an impairment of their ability to make payments, additional allowances may be required. The Company has recorded provisions for uncollectability based on its best estimate at June 30, 2018.

Panama Canal Railway Company (“PCRC”) Guarantees and Indemnities. At June 30, 2018, the Company had issued and outstanding $5.5 million under a standby letter of credit to fulfill its obligation to fund fifty percent of the debt service reserve and liquidity reserve established by PCRC in connection with the issuance of the 7.0% Senior Secured Notes due November 1, 2026 (the “PCRC Notes”). Additionally, KCS has pledged its shares of PCRC as security for the PCRC Notes.

14. Geographic Information

The Company strategically manages its rail operations as one reportable business segment over a single coordinated rail network that extends from the midwest and southeast portions of the United States south into Mexico and connects with other Class I railroads. Financial information reported at this level, such as revenues, operating income and cash flows from operations, is used by corporate management, including the Company’s chief operating decision-maker, in evaluating overall financial and operational performance, market strategies, as well as the decisions to allocate capital resources. The Company’s chief operating decision-maker is the chief executive officer.

The following tables provide information by geographic area (in millions):



	Three Months Ended				Six Months Ended
	June 30,				June 30,
Revenues	2018		2017		2018		2017
U.S.	$	351.7	$	344.4	$	686.9	$	665.6
Mexico	330.7		312.0		634.1		600.3
Total revenues	$	682.4	$	656.4	$	1,321.0	$	1,265.9

Property and equipment (including concession assets), net					June 30, 2018		December 31, 2017
U.S.					$	5,351.3	$	5,227.3
Mexico					3,244.4		3,176.5
Total property and equipment (including concession assets), net					$	8,595.7	$	8,403.8

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Kansas City Southern and Subsidiaries

Notes to the Unaudited Consolidated Financial Statements—(Continued)

15. Condensed Consolidating Financial Information

Pursuant to 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 June 30, 2018, KCS, the parent, had outstanding $2,593.5 million senior notes due through 2048. 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 The Kansas City Southern Railway Company (“KCSR”) and certain wholly-owned domestic subsidiaries of KCS (the “Guarantor Subsidiaries”).

As of June 30, 2018, 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 the Guarantor Subsidiaries.

The following condensed and consolidating financial information (in millions) of KCS, KCSR, the Guarantor Subsidiaries and the other KCS subsidiaries that are not guarantors (the "Non-Guarantor Subsidiaries") are being presented in order to meet the reporting requirements under Rule 3-10 of Regulation S-X. Pursuant to Rule 3-10(d) and (f) of Regulation S-X, separate financial statements for the Issuer, the Parent and the Guarantor Subsidiaries are not required to be filed with the SEC as the subsidiary debt issuer and the guarantors are directly or indirectly 100% owned by the Parent and the guarantees are full and unconditional and joint and several.

Condensed Consolidating Statements of Comprehensive Income



	Three Months Ended June 30, 2018
	Parent			KCSR			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated KCS
Revenues	$	—		$	314.1		$	11.5	$	367.5		$	(10.7	)	$	682.4
Operating expenses	2.3			226.9			9.7		208.4			(10.7		)	436.6
Operating income (loss)	(2.3		)	87.2			1.8		159.1			—			245.8
Equity in net earnings (losses) of affiliates	125.3			(0.5		)	0.9		0.5			(125.2		)	1.0
Interest expense	(23.1		)	(17.8		)	—		(7.3		)	20.2			(28.0		)
Debt retirement costs	—			—			—		(2.2		)	—			(2.2		)
Foreign exchange loss	—			—			—		(21.0		)	—			(21.0		)
Other income, net	20.0			0.6			—		—			(20.1		)	0.5
Income before income taxes	119.9			69.5			2.7		129.1			(125.1		)	196.1
Income tax expense (benefit)	(28.3		)	12.6			0.9		62.2			—			47.4
Net income	148.2			56.9			1.8		66.9			(125.1		)	148.7
Less: Net income attributable to noncontrolling interest	—			—			—		0.5			—			0.5
Net income attributable to Kansas City Southern and subsidiaries	148.2			56.9			1.8		66.4			(125.1		)	148.2
Other comprehensive income (loss)	0.3			—			—		(1.2		)	1.2			0.3
Comprehensive income attributable to Kansas City Southern and subsidiaries	$	148.5		$	56.9		$	1.8	$	65.2		$	(123.9	)	$	148.5

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Kansas City Southern and Subsidiaries

Notes to the Unaudited Consolidated Financial Statements—(Continued)

Condensed Consolidating Statements of Comprehensive Income—(Continued)



	Three Months Ended June 30, 2017
	Parent			KCSR			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated KCS
Revenues	$	—		$	306.5		$	12.0	$	347.7		$	(9.8	)	$	656.4
Operating expenses	3.0			217.6			10.1		196.2			(9.8		)	417.1
Operating income (loss)	(3.0		)	88.9			1.9		151.5			—			239.3
Equity in net earnings (losses) of affiliates	134.5			(0.2		)	0.6		2.5			(134.5		)	2.9
Interest expense	(20.1		)	(18.2		)	—		(9.2		)	22.5			(25.0		)
Debt retirement costs	—			—			—		—			—			—
Foreign exchange gain	—			—			—		14.2			—			14.2
Other income (expense), net	22.4			(0.3		)	—		—			(22.2		)	(0.1		)
Income before income taxes	133.8			70.2			2.5		159.0			(134.2		)	231.3
Income tax expense (benefit)	(0.6		)	27.2			0.9		69.1			—			96.6
Net income	134.4			43.0			1.6		89.9			(134.2		)	134.7
Less: Net income attributable to noncontrolling interest	—			—			—		0.3			—			0.3
Net income attributable to Kansas City Southern and subsidiaries	134.4			43.0			1.6		89.6			(134.2		)	134.4
Other comprehensive income (loss)	(1.8		)	—			—		0.8			(0.8		)	(1.8		)
Comprehensive income attributable to Kansas City Southern and subsidiaries	$	132.6		$	43.0		$	1.6	$	90.4		$	(135.0	)	$	132.6



	Six Months Ended June 30, 2018
	Parent			KCSR			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated KCS
Revenues	$	—		$	615.9		$	20.4	$	704.3		$	(19.6	)	$	1,321.0
Operating expenses	3.5			452.7			17.9		402.0			(19.6		)	856.5
Operating income (loss)	(3.5		)	163.2			2.5		302.3			—			464.5
Equity in net earnings (losses) of affiliates	280.0			(0.7		)	1.7		1.1			(280.1		)	2.0
Interest expense	(44.4		)	(35.1		)	—		(14.2		)	40.2			(53.5		)
Debt retirement costs	—			—			—		(2.2		)	—			(2.2		)
Foreign exchange gain	—			—			—		6.8			—			6.8
Other income, net	39.6			0.3			—		0.5			(40.2		)	0.2
Income before income taxes	271.7			127.7			4.2		294.3			(280.1		)	417.8
Income tax expense (benefit)	(21.0		)	25.0			1.3		118.9			—			124.2
Net income	292.7			102.7			2.9		175.4			(280.1		)	293.6
Less: Net income attributable to noncontrolling interest	—			—			—		0.9			—			0.9
Net income attributable to Kansas City Southern and subsidiaries	292.7			102.7			2.9		174.5			(280.1		)	292.7
Other comprehensive income	6.0			—			—		—			—			6.0
Comprehensive income attributable to Kansas City Southern and subsidiaries	$	298.7		$	102.7		$	2.9	$	174.5		$	(280.1	)	$	298.7

Table of Contents

Kansas City Southern and Subsidiaries

Notes to the Unaudited Consolidated Financial Statements—(Continued)

Condensed Consolidating Statements of Comprehensive Income—(Continued)



	Six Months Ended June 30, 2017
	Parent			KCSR			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated KCS
Revenues	$	—		$	595.7		$	23.1	$	666.3		$	(19.2	)	$	1,265.9
Operating expenses	4.1			430.5			19.8		380.7			(19.2		)	815.9
Operating income (loss)	(4.1		)	165.2			3.3		285.6			—			450.0
Equity in net earnings (losses) of affiliates	280.6			(0.3		)	1.2		6.0			(280.6		)	6.9
Interest expense	(40.7		)	(36.9		)	—		(18.3		)	46.2			(49.7		)
Debt retirement costs	—			—			—		—